TCR_Public/111115.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 15, 2011, Vol. 15, No. 317

                            Headlines

5TH AVENUE: Court Approves R. Kipperman as Replacement CRO
24 HOUR FITNESS: Moody's Says B3 CFR Not Affected by Amendment
28TH LEGISLATIVE: Court Tosses Objections, Accepts Plan
94TH AND SHEA: JPMCC 2007 Wants Case Dismissal or Conversion
A-1 MANAGEMENT: Bankr. Court Permits BB&T to Pursue Foreclosure

AFFINITY GROUP: Reports $1.9 Million Third Quarter Net Income
ALION SCIENCE: Issues Additional 269,506 Shares to ESOP Trust
AMARANTH II: Has Access to RRE VIP's Cash Collateral Until Nov. 30
AMARANTH II: Court Approves Bennett Weston as Attorney
AMBAC FINANCIAL: Posts $75.5 Million Net Loss in 3rd Quarter

AMN HEALTHCARE: Moody's Says Ba3 CFR Not Impacted by Biz Sale
APPLETON PAPERS: Files Form 10-Q, Posts $18-Mil. Q3 Net Income
B&K COASTAL: Case Summary & 20 Largest Unsecured Creditors
BLITZ USA: Meeting to Form Official Creditors' Panel on Nov. 21
BRIDGEVIEW AEROSOL: Settlement With Wells Fargo Bank Approved

CAESARS ENTERTAINMENT: Files Form 10-Q, Incurs $173.4MM Q3 Loss
CAPITOL BANCORP: Incurs $24.7 Million Net Loss in 3rd Quarter
CCT COMMUNICATIONS: Court Says GX Contract Already Ended
CDC CORP: Hiring Advisor for Nasdaq Listing; Court OKs CRO
CENTRAL FALLS: Retirees Want John Hancock to Produce Docs

CENTRAL FALLS: Retired Workers Seek to Probe Financial Firm
CHATSWORTH INDUSTRIAL: Hires Delphi Business as Leasing Broker
COASTAL PLAINS PORK: Only Dist. Ct. Can Authorize Direct Appeal
COLONIAL BANCGROUP: FDIC Resume Sparring Over Tax Refunds
COMMANDER PREMIER: Chapter 7 Liquidation Sought

COMMONWEALTH BANKSHARES: Common Stock Delisted from NASDAQ
COSTA DORADA: Plan Filing Period Extended Until Nov. 15
CROSSOVER FINANCIAL: Taps Home Source as Real Estate Broker
CROSSOVER FINANCIAL: Plan Outline Hearing Scheduled for Jan. 4
CROW PARTNERS: Has Access to U.S. Bank's Cash Until March 2012

CROW PARTNERS: Has Until Nov. 30 to Access Chase Cash Collateral
CRYSTAL CATHEDRAL: Prefers Chapman's $51-Mil. Offer
DALLAS STARS: Working to Fast-track Sale to Gaglardi
DALLAS SYMPHONY: Could Become Insolvent Within 90 Days
DELTA PETROLEUM: May File for Ch. 11 to Address Liquidity Issue

DIRECT BUY: Moody's Lowers Corporate Family Rating to 'Caa2'
DOMINION CLUB: Given Until Dec. 14 to Reach Acceptable Plan Terms
DOMINION CLUB: Majority of Members Accept Reorganization Plan
DYNEGY INC: Filing of Form 10-Q for 2011 3rd Quarter to be Delayed
DK AGGREGATES: Files Amended Disclosure Statement

EASTMAN KODAK: FMR LLC Discloses 3.9% Equity Stake
EASTMAN KODAK: BlackRock Discloses 4.8% Equity Stake
EVERGREEN SOLAR: Submits Summary of Bids Made at Nov. 7 Auction
EVERGREEN SOLAR: Delays Filing of Form 10-Q for 3rd Quarter
EVERGREEN SOLAR: Judge Clears Firm to Sell Assets for $34.5MM

EVERGREEN SOLAR: Wins OK to Sell Assets for $35 Million
EQUIPMENT FINDERS: Suit v. Insurers Stays in Bankruptcy Court
FILENE'S BASEMENT: Shareholders May Get Official Committee
FIRST MARINER: Common Stock Delisted from NASDAQ
FLORIDA YMCA: Files for Chapter 11 Bankruptcy Protection

FPD LLC: Court to Consider Case Dismissal Plea on Dec. 8
FNB UNITED: Files Form 10-Q, Incurs $13.9 Million Q3 Net Loss
FREEZE LLC: Files Schedules of Assets and Liabilities
FREMONT GENERAL: Pension Fund Seeks 9th Cir. Review of D&O Suit
FRIENDLY ICE CREAM: Section 341(a) Meeting Rescheduled to Nov. 21

GATEWAY HOTEL: Wants Sierra Consulting as Interest Rate Expert
GATEWAY METRO: Court OKs Skeehan & Company as Accountant
GATEWAY METRO: Court Okays PWK as Bankruptcy Counsel
GATEWAY METRO: Court FTI Consulting as Financial Advisors
GENERAL MARITIME: Delays Filing of Quarterly Report on Form 10-Q

GENERAL NUTRITION: Moody's Raises CFR to 'B1'; Outlook Stable
GLC LIMITED: Court Confirms Ch. 11 Plan of Liquidation
GLOBAL CROSSING: Court Says CCT Communications Already Ended
GLOBAL CROSSING: Southeastern Asset Does Not Own Common Shares
GMX RESOURCES: Moody's Cuts Rating on Sr. Notes Due 2019 to Caa3

GOURMET EXPRESS: Groupwell Lawsuit Goes to Trial
GRAND SOLEIL: Puts Resort and Casino up for Sale
GSC GROUP: Trustee Accuses Black Diamond of Tainting Votes
HAMPTON ROADS: Completes Sale of Charlottesville Branch to Blue
HARBOUR EAST: Plan Confirmation Hearing Scheduled for Dec. 15

HARRISBURG, PA: Has Until Nov. 21 to Present Fin'l Recovery Plan
HAWAII MEDICAL: Prime Healthcare to Fund Operations Pending Sale
HORIZON LINES: Western Asset Discloses 13.2% Equity Stake
HOTEL AIRPORT: Can Hire Franciso Molina as Accountant
HUSSEY COPPER: Creditors Want Portion of Sale Proceeds Escrowed

IFL INVESTMENT: Announces Portfolio's Liquidation, Dissolution
IMAGING CENTER: Voluntary Chapter 11 Case Summary
JAMESON INN: Section 341(a) Meeting Scheduled for Dec. 6
JEFFERSON COUNTY: Birmingham Fears Fallout From Bankruptcy
JEFFERSON COUNTY: Bank of New York Backs Sewer Receiver

JOSEPH J DETWEILER: Creditors May Appeal Ruling in Lawsuit
KILBRIDE INTL: Case Summary & 5 Largest Unsecured Creditors
KV PHARMACEUTICAL: Delays Filing of Quarterly Report on Form 10-Q
LEE ENTERPRISES: May File for Chapter 11 Bankruptcy Protection
LEVEL 3: Loomis Sayles Discloses 5.2% Equity Stake

LEVEL 3: Southeastern Asset Discloses 21% Equity Stake
LIGHT FOOT GROUP: "Single Asset Real Estate" Entity, Court Says
LOS ANGELES DODGERS: Hires Kekst as Communications Advisor
LOS ANGELES DODGERS: Committee Taps Lazard as Financial Advisor
M WAIKIKI: Hires Bickel & Brewer as Special Litigation Counsel

MACCO PROPERTIES: Seeks to Compel Turnover of Computers
MAR-LAND INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
MARION AMPHITHEATRE: Sec. 341 Creditors' Meeting Set for Dec. 12
MARY A II: Dec. 20 Ch. 11 Plan Confirmation Hearing Set
MCDONALD BROTHERS: Proposes Belk-Led Auction on Dec. 6

MF GLOBAL: Fitch Rates Senior Unsec. Debt & Pref. Stock at 'C'
MF GLOBAL: Trustee Fires More Than 1,000 Brokerage Staffers
MF GLOBAL: Klayman & Toskes Continues to Investigate Claims
MF GLOBAL: Zamansky & Associates Probes for Employees
MONEYGRAM INT'L: Fitch Withdraws 'B+' Issuer Default Rating

MONTANA ELECTRIC: Creditor's Meeting Moved to December 2
MONTANA ELECTRIC: Gregori Steps Down as General Manager
MOORE SORRENTO: Has Access to Cash to Pay Tenant Improvements
MOTELS OF AVON: Voluntary Chapter 11 Case Summary
MSR RESORT: Paulson Resorts Get More Time to Control Bankruptcy

MT VERNON PROPERTIES: Has Open-Ended Deadline to Use Cash
NAVISTAR INT'L: Navistar to Lease Cherokee, Alabama Building
NAVISTAR INT'L: BlackRock Discloses 4.9% Equity Stake
NEW STREAM: Court Order Clears Firm, Cayman Investor Payout
NORTHGATE PROPERTIES: Court Sets Dec. 7 Hearing on Dismissal Plea
OPEN RANGE: House Panel Probes Rural's $267 Million Loan

OSI RESTAURANT: Incurs $7.7 Million Third Quarter Net Loss
OTTILIO PROPERTIES: Can Employ LoFaro & Reiser as Attorneys
PACESETTER FABRICS: Plan Filing Period Extended to Feb. 14
PACIFIC DEV'T: Court OKs Marquiss to Appraise Heritage Village
PACIFICUS REAL ESTATE: Court Dismisses Chapter 11 Case

PANTHEON INC: Moody's Affirms Rating on Class A Notes at 'Ba1'
PARADISE HOSPITALITY: Sec. 341 Creditors' Meeting Set for Dec. 6
PARADISE HOSPITALITY: Schedules Filing Deadline Moved to Dec. 2
PARADISE HOSPITALITY: Receiver Faces Claims for Mismanagement
PATIENT SAFETY: Enters Into Warrant Exchange Agreements

PATRIOT NATIONAL: Posts $255,459 Net Income in Third Quarter
PELICAN ISLES: Court OKs Boyd & Jenerette as Bankruptcy Counsel
PELICAN ISLES: Access to Cash Collateral Expires Tomorrow
PENINSULA HOSPITAL: Has Until Nov. 30 to Access Cash Collateral
PENINSULA HOSPITAL: U.S. Trustee Objects Revival's $27MM Rescue

PERKINS & MARIE: Seeks to Hire Deloitte as Audit Services Provider
PETTERS COMPANY: SEC Charges Hedge Fund Managers With Aiding Fraud
PETROLEUM & FRANCHISE: Court OKs Day Pitney Term Modification
PHYSICAL PROPERTY: Incurs HK$110,000 3rd Quarter Net Loss
PLACE HOTEL: Receiver Wants to Evict 71 Tenants

PLAINS EXPLORATION: Moody's Says Asset Sale Is Positive Event
PLY GEM HOLDINGS: Incurs $458,000 Net Loss in Oct. 1 Quarter
POST STREET: Has Plan That Would Wipe Out Shareholders
PREMIER TRAILER: Court Confirms Plan Wiping Out 2nd Lien Debt
PREMIER TRAILER: Commitment Termination Date Loan

PRESIDENTIAL REALTY: Signs Strategic Transactions with Signature
PURE BEAUTY: Files Schedules and Statements of Financial Affairs
QUANTUM CORP: Reports $3.5 Million Net Income in Sept. 30 Quarter
QWEST COMMUNICATIONS: Reports $34MM Net Income in 3rd Quarter
R & J MOTORS: 341(a) Meeting Scheduled Continued After Nov. 27
RADIENT PHARMACEUTICALS: Proxy Resolutions Approved at Meeting

RADIO ONE: Incurs $9.8 Million Net Loss in Third Quarter
RASER TECHNOLOGIES: Sues Pratt & Whitney to Avoid $4.3MM Claim
RCR PLUMBING: Wants Access to PNC Cash Collateral Until Nov. 22
RCR PLUMBING: Proposes Insurance Premium Financing Agreement
R.E. LOANS: Has Interim Access to Wells $2.9-MM DIP Financing

REAL MEX: Court OKs Ernst & Young to Provide Tax Services
REDDY ICE: Reports $4.8 Million Third Quarter Net Income
REDDY ICE: Files Form 10-Q, Posts $4.8 Million Q3 Net Income
REGAL ENTERTAINMENT: Files Form 10-Q, Posts $25MM Q3 Net Income
RESIDENTIAL CAPITAL: Fitch Downgrades Long-Term IDR to 'CCC'

RICCO INC: Andrew Smith Wants to Withdraw as Accountant
RIVER ISLAND: Cash Collateral Use Authorized Only Until Dec. 31
RIVER ISLAND: Hearing on Case Dismissal Plea Scheduled for Nov. 22
RIVER ROAD: Has Access to Cash Collateral Until Nov. 30
RIVER ROCK: Signs Forbearance Agreement with Senior Noteholders

RIVER ROCK: Inks Forbearance Agreement with Merrill Lynch
ROTECH HEALTHCARE: Files Form 10-Q, Incurs $1.6MM Q3 Net Loss
ROUND TABLE: Has Interim Access to Cash Collateral Until Dec. 31
ROUND TABLE: Hearing on Further Exclusivity Tomorrow
RUDEN MCCLOSKY: Has Official Unsecured Creditors' Committee

RUMSEY LAND: Chapter 11 Reorganization Case Dismissed
RVTC LIMITED: Plan Confirmation Hearing Set for Nov. 21
RYLAND GROUP: Files Form 10-Q, Incurs $21.3 Million Q3 Net Loss
SAAB AUTOMOBILE: Talks Ownership Structure With Pang Da, Youngman
SACRED HEART: Moody's Places 'Ca' Rating on Watchlist
SAGAMORE PARTNERS: Files Schedules of Assets and Liabilities

SALLY HOLDINGS: Sells $750 Million Senior Notes to Merrill Lynch
SAND SPRING: Section 341(a) Meeting Scheduled for Dec. 1
SCI REAL ESTATE: Taps Trigild as Chief Restructuring Officer
SEA TRAIL: Authorized to Sell Lot 54 Kings Trail, Sunset Beach, CA
SEALY CORP: H Partners Discloses 14.5% Equity Stake
SECURITY NATIONAL: Meeting of Creditors Scheduled for Nov. 17

SEVERN BANCORP: Files Form 10-Q; Reports $551,000 Q3 Net Income
SHAMROCK-SHAMROCK INC: Adequate Protection Stipulation Approved
SHENGDATECH INC: Court Approves Greenberg Traurig as Counsel
SHOPPES OF LAKESIDE: Plan Outline Hearing Continued Until Dec. 14
SL6 LLC: Seeks to Employ Fabian & Clendenin as Bankruptcy Counsel

SMART ONLINE: Sells Add'l $300,000 Convertible Secured Note
SMART ONLINE: Atlas Capital Discloses 40% Equity Stake
SOLYNDRA LLC: Section 341(a) Meeting to Continue on Nov. 22
SOLYNDRA LLC: Obama Backer Played Role in Restructuring Efforts
SOLYNDRA LLC: Unit Files Schedules of Assets and Liabilities

SOLYNDRA LLC: White House Agrees to Share More Loan Docs
SOMERSET PROPERTIES: Has Interim Access to Cash Collateral
SOUPER SALAD: Chain Secures $1.6 Million Lead Bid
SOUTH EDGE: Meritage Homes Appeals Plan Confirmation Order
SOUTH EDGE: Meritage Homes Appeals Bankruptcy-Exit Plan

SSI GROUP: Files Schedules of Assets and Liabilities
STAGEPLAN INC: Case Summary & 20 Largest Unsecured Creditors
STOCKDALE TOWER: Files for Chapter 11 to Work a Deal With Lenders
STRATUM HOLDINGS: Posts $100,748 Net Loss in 2011 Third Quarter
TBS INTERNATIONAL: Files Form 10-Q, Incurs $22MM Q3 Net Loss

TELKONET INC: Reports $33.1 Million Net Income in 3rd Quarter
TENET HEALTHCARE: Offers to Sell $750-Mil. of Sr. Notes Due 2018
TIB FINANCIAL: Reports $1.5 Million Third Quarter Net Income
TOTAL SAFETY: S&P Withdraws 'B-' Corporate Credit Rating
TOWNSEND CORP: Section 341(a) Meeting Scheduled for Nov. 29

TRANSDIGM INC: Moody's Affirms 'B1' Rating; Outlook Stable
TRIAD GUARANTY: Incurs $37.5 Million Third Quarter Net Loss
UNIGENE LABORATORIES: Incurs $7.3 Million 3rd Quarter Net Loss
UNIVERSAL SOLAR: Incurs $631,750 Net Loss in Sept. 30 Quarter
U.S. EAGLE: Withdraws Motion to Pay Critical Vendors' Claim

U.S. EAGLE: Court Approves Cash Collateral Budget Through Dec. 4
USAM CALHOUN: U.S. Trustee Unable to Form Committee
UTSTARCOM INC: Reports $7.5 Million Third Quarter Net Income
VALENCE TECHNOLOGY: Incurs $4.5MM Net Loss in Q2 Fiscal 2012
VERMILLION INC: Buys Correlogic's Ovarian Cancer Assets for $435T

WESTERN BONDING: A.M. Best Affirms FSR at 'C'; Outlook Negative
WINDRUSH SCHOOL: Settlement Agreement in Limbo
ZAGS 1 LLC: Sec. 341 Creditors' Meeting Set for Dec. 1
ZAGS 1 LLC: Status Conference Set for Jan. 3
ZAGS 1 LLC: Hires Matthew Johnson & Associates as Bankr. Counsel

* Large Companies With Insolvent Balance Sheets



                            *********



5TH AVENUE: Court Approves R. Kipperman as Replacement CRO
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the stipulation replacing the 5th Avenue Partners, LLC's
chief restructuring officer, with Corporation Management, Inc. and
its designee Richard M. Kipperman as replacement CRO.

The stipulation was entered among the Debtor, WestLB AG, New York
Branch, the Official Committee of Unsecured Creditors, the Office
of the U.S. Trustee, Prism Hotels & Resorts or its direct or
indirect affiliate, and Corporation Management, Inc.

PHC Dallas, LLC, an affiliated of Prism, through its designee John
D. Bailey, has acted as the Debtor's CRO.  Prism resigned on June
15, 2011.

                     About 5th Avenue Partners

Newport Beach, California-based 5th Avenue Partners owns and
operates the Se San Diego hotel located in San Diego, California's
financial district.  The hotel has 184 guestrooms, a 5,500-square-
foot spa, a restaurant, rooftop bar and lounge, 20,000 square feet
of banquet space and meeting rooms, an outdoor rooftop pool,
fitness center and 23 unsold condominium units.  5th Avenue also
owns next to the Se San Diego hotel building a 31,000-square-foot
building, which it leases to the House of Blues music club.

5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-18667) on June 25, 2010.  Marc J.
Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach,
California, assists the Company in its restructuring effort.
Blitz Lee & Company serves as its accountant.  The Company
estimated assets at $10 million to $50 million and debts at $50
million to $100 million.  The Official Committee of Unsecured
Creditors tapped Baker & McKenzie LLP as counsel.


24 HOUR FITNESS: Moody's Says B3 CFR Not Affected by Amendment
--------------------------------------------------------------
Moody's Investors Service said 24 Hour Fitness' request to lenders
for an amendment to the financial covenant requirements contained
in its senior secured credit facility does not currently impact
the B3 Corporate Family Rating.

The principal methodology used in rating 24 Hour Fitness was the
Global Business & Consumer Service Industry Rating 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.

Headquartered in Sam Ramon, California, 24 Hour Fitness Worldwide,
Inc. is a leading owner and operator of fitness centers with about
421 clubs in 17 states. Reported revenues for the twelve months
ended September 30, 2011 were approximately $1.2 billion.


28TH LEGISLATIVE: Court Tosses Objections, Accepts Plan
-------------------------------------------------------
Bankruptcy Judge Shelley D. Rucker said in a Nov. 9, 2011
Memorandum available at http://is.gd/l2pkBufrom Leagle.com, that
the plan of reorganization proposed by 28th Legislative District
Community Development Corporation meets the requirement of 11
U.S.C. Sec. 1129 and, subject to the court's requirement that the
debtor dispose of the one lot acquired with non-grant funds, the
plan is confirmable.  The Court directs the Debtor to further
amend the Plan within 10 days to comply with its announced
amendment to show Regions Bank as impaired and to provide for the
sale of the lot.  Upon receipt of the amended plan the Court will
enter the order confirming the plan.

Creditors Chattanooga Community Development Financial Institution
and Seedco Financial Services, Inc., had objected to Plan
confirmation on identical bases.  They allege that (a) the debtor
fails to offer the creditors more than they would receive in a
Chapter 7; (b) no impaired class of creditors has accepted the
Plan; (c) the Plan discriminates unfairly; and, (d) the Plan
violates the Bankruptcy Code's absolute priority rule.

The 28th Legislative District Community Development Corporation
filed for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No.
10-14804) in 2010.

The Debtor is represented in the case by:

          Kyle R. Weems, Esq.
          WEEMS & RONAN, P.C.
          5312 Ringgold Rd Ste 203
          Chattanooga, TN 37412
          Tel: (423) 624-1000

Chattanooga Community Development Financial Institution, Inc., is
represented by:

          Harry R. Cash, Esq.
          GRANT, KONVALINKA & HARRISON, P.C.
          Republic Centre, Ninth Floor
          633 Chestnut Street
          Chattanooga, TN 37450
          Tel: 888-463-8117
               423-933-2731
          Fax: 423-756-6518

Counsel to Seedco Financial Services, Inc., is:

          Andrea Campbell, Esq.
          ARENT FOX, LLP
          1050 Connecticut Avenue, NW
          Washington, DC 20036-5339
          Tel: 202-857-6000
          Fax: 202-857-6395
          E-mail: davison.andrea@arentfox.com


94TH AND SHEA: JPMCC 2007 Wants Case Dismissal or Conversion
------------------------------------------------------------
Creditor JPMCC 2007-CIBC19 Shea Boulevard, LLC, asks the U.S.
Bankruptcy Court for the District of Arizona to dismiss or convert
the Chapter 11 case of 94th and Shea, L.L.C., to one under
Chapter 7 of the Bankruptcy Code.

According to JPMCC 2007-CIBC19:

   1. The Debtor and its principals, Steven J. Goodhue and John W.
Rosso, have engaged in multiple and extensive acts of self-dealing
and gross mismanagement resulting in substantial diminution of
estate assets.  Among other things, Goodhue and Rosso have failed
to enforce the terms of certain leases with two tenants owned
and controlled by Debtor's insiders, namely 94 Hundred Corporate
Center, L.L.C. and Renegade Cafe and Canteen, L.L.C.

   2. The Debtor has been non-responsiveness to discovery
requests, and failed to attend properly noticed depositions.
JPMCC requested that Debtor, Nobeus Property Management, Corporate
Center, and Renegade supplement the production to include complete
records, but to date, nothing has been received.

JPMCC 2007-CIBC19 is represented by:

         Robert R. Kinas, Esq.
         Jonathan M. Saffer, Esq.
         Nathan G. Kanute, Esq.
         SNELL & WILMER L.L.P.
         One South Church Avenue, Suite 1500
         Tucson, AZ 85701-1630
         Tel: (520) 882-1200
         Fax: (520) 884-1294
         E-mail: rkinas@swlaw.com
                 jmsaffer@swlaw.com
                 nkanute@swlaw.com

                       About 94th and Shea

Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates
real property known as The Shops And Office at 9400 Shea, located
at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale,
Arizona.  The Property consists of 37,037 square feet of retail
space and 35,238 square feet of office space.

94th and Shea filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-37387) on Nov. 19, 2010.  John J. Hebert,
Esq., Mark W. Roth, Esq., and Wesley D. Ray, Esq., at Polsinelli
Shughart, P.C., in Phoenix, Ariz., serve as counsel to the Debtor.
The Debtor disclosed $123,588 plus unknown amount in assets and
$22,870,408 in liabilities as of the Chapter 11 filing.

Secured creditor JPMCC 2007-CIBC19 Shea Boulevard, LLC, is
represented by Robert R. Kinas, Esq., Jonathan M. Saffer, Esq.,
and Nathan G. Kanute, Esq., at Snell & Wilmer L.L.P., in Tucson,
Arizona.


A-1 MANAGEMENT: Bankr. Court Permits BB&T to Pursue Foreclosure
---------------------------------------------------------------
Bankruptcy Judge A. Jay Cristol granted Branch Banking and Trust
Company's motion for relief from stay so it may pursue foreclosure
on A-1 Management Corp.'s property.  A copy of Judge Cristol's
Nov. 9, 2011 Order is available at http://is.gd/5mjDkEfrom
Leagle.com.

A-1 Management Corp. filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-30042) on July 19, 2011.  The Debtor is a single
asset real estate entity. Its sole asset is a vacant parcel of
mixed use real property located on the northeastern border of the
Overtown District at 1950 NW 1st Avenue, Miami, Florida.

Affiliate Cameo Apartments, Ltd., filed for Chapter 11 (Bankr.
S.D. Fla. Case No. 11-30046) on July 19, 2011.

James B. Miller PA -- bkcmiami@gmail.com -- serves as A-1
Management's counsel.  In its petition, the Debtor scheduled
assets of $7,300,168 and debts of $7,374,238.  The petition was
signed by Luis Dominguez, executive president.

BB&T is A-1 Management's largest creditor, holding a final
judgment of foreclosure against the Property that was entered on
June 15, 2011 in the amount of $5,662,044.96.

The Court's ruling said the value of A-1 Management's Property is
$2,700,000.


AFFINITY GROUP: Reports $1.9 Million Third Quarter Net Income
-------------------------------------------------------------
Good Sam Enterprises, LLC, formerly known as Affinity Group, LLC,
filed with the U.S. Securities and Exchange Commission its
quarterly report on Form 10-Q, reporting net income of
$1.97 million on $128.60 million of revenue for the three months
ended Sept. 30, 2011, compared with net income of $1.75 million on
$124.64 million of revenue for the same period during the prior
year.

The Company also reported net income of $4.57 million on
$362.26 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $6.24 million on $361.65 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$233.96 million in total assets, $487.09 million in total
liabilities and a $253.12 million total stockholder's or member's
deficit.

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

                        http://is.gd/6YM902

                        About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc. is a holding
company and the direct parent of Affinity Group, Inc.  The Company
is an indirect wholly-owned subsidiary of AGI Holding Corp, a
privately-owned corporation.  The Company is a member-
based direct marketing organization targeting North American
recreational vehicle owners and outdoor enthusiasts.  The
Company operates through three principal lines of business,
consisting of (i) club memberships and related products and
services, (ii) subscription magazines and other publications
including directories, and (iii) specialty merchandise sold
primarily through its 78 Camping World retail stores, mail order
catalogs and the Internet.

                           *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-'corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


ALION SCIENCE: Issues Additional 269,506 Shares to ESOP Trust
-------------------------------------------------------------
Alion Science and Technology Corporation previously reported the
sale of approximately $1.5 million of common stock to the Alion
Science and Technology Corporation Employee Ownership, Savings and
Investment Trust.  The Company sold approximately 73,204 shares to
the Trust at $20.95 per share for aggregate proceeds of
approximately $1.5 million, the amount it actually received from
the Trust.  The Company issued approximately 269,506 additional
shares to the Trust, at an average price per share of $20.95, as a
contribution to the employee stock ownership plan component of the
Alion Employee Ownership, Savings and Investment Plan.

The shares of common stock were offered to the Trust pursuant to
an exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science reported a net loss of $15.23 million on
$833.98 million of contract revenue for the year ended Sept. 30,
2010, compared with a net loss of $17.04 million on
$802.22 million of contract revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed
$616.44 million in total assets, $722.39 million in total
liabilities, $154.78 million in redeemable common stock, $20.78
million in common stock warrants, $177,000 in accumulated other
comprehensive loss, and a $281.34 million in accumulated deficit.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
Ratings, with stable outlook, from Moody's.  Alion carries a 'B-'
corporate credit rating, with stable outlook, from Standard &
Poor's.  Moody's said in March 2010, "The Caa1 corporate family
rating would balance the continued high leverage against a
promising business backlog that could sustain the good 2009
revenue growth rate, though credit challenges would remain
pronounced."

As reported by the TCR on Sept. 8, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'CCC+' from 'B-'.  The
rating outlook is negative.

"The downgrade of Alion is a result of the company's recent
operational weakness," said Standard & Poor's credit analyst
Alfred Bonfantini, "and the prospect of further pressure on
revenues, which stem from the continuing resolution on the 2011
Federal government budget that wasn't settled until April 2011,
the subsequent specter of a U.S. government default during the
debt ceiling debate, and the ongoing uncertainty over future
budget cuts and levels."


AMARANTH II: Has Access to RRE VIP's Cash Collateral Until Nov. 30
------------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized, on an interim basis,
Amaranth II, LP, to use cash collateral until Nov. 30, 2011.

RRE VIP Amaranth, LLC, asserts a claim against the Debtor pursuant
to the Loan Documents and applicable law in the outstanding amount
of at least $23,203,901 as of the Petition Date, plus all other
obligations and liabilities of the Debtor to the Lender under the
Loan Documents.  The Lender asserts that the indebtedness is
secured by liens and security interests in, among other things,
the Debtor's real property located at North 2500 Windhaven Parkway
in Lewisville, Texas and all of the Debtor's personal property,

The Lender consented to the Debtor's use of cash collateral to
fund the necessary operating expenses needed to carry on its
business.

The Court also ordered that the Debtor will maintain an debtor-in-
possession account at Bank of America.  The Debtor will
immediately deposit, and deposit on a daily basis, into the DIP
account all proceeds and collections from the collateral, all cash
collateral, and all cash and revenue generated by the Debtor's
business operations or otherwise received.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lender replacement liens
against the Debtor's real property and all of the Debtor's
personal property, and a superpriority administrative expense
claim status.

                       About Amaranth II LP

Carrollton, Texas-based Amaranth II LP filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case No. 11-43068) on Oct. 4, 2011.
Chief Judge Brenda T. Rhoades presides over the case.  Bruce E.
Turner, Esq., at Bennett Weston Lajone & Turner, P.C., serves as
the Debtor's counsel.  The Debtor disclosed $15,641,623 in assets
and $20,244,491 in liabilities as of the Chapter 11 filing.
The petition was signed by Carmelita D. Dolores, president of
Stonebriar Investment, Inc., its general partner.

No official committee of unsecured creditors has been appointed.


AMARANTH II: Court Approves Bennett Weston as Attorney
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
authorized Amaranth II LP to employ Bennett, Weston, LaJone &
Turner P.C. as its attorney and paralegal.

The Debtor said professional fees and expenses of at least
$30,000.

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

                       About Amaranth II LP

Carrollton, Texas-based Amaranth II LP filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case No. 11-43068) on Oct. 4, 2011.
Chief Judge Brenda T. Rhoades presides over the case.  Bruce E.
Turner, Esq., at Bennett Weston Lajone & Turner, P.C., serves as
the Debtor's counsel.  The Debtor disclosed $15,641,623 in assets
and $20,244,491 in liabilities as of the Chapter 11 filing.
The petition was signed by Carmelita D. Dolores, president of
Stonebriar Investment, Inc., its general partner.  The Company
disclosed $15,641,623 in assets and $20,244,491 in liabilities.

No official committee of unsecured creditors has been appointed.


AMBAC FINANCIAL: Posts $75.5 Million Net Loss in 3rd Quarter
------------------------------------------------------------
Ambac Financial Group, Inc., reported a net loss of $75.5 million
for the three months ended Sept. 30, 2011, compared with net
income of $76.0 million for the same period last year.

The third quarter 2011 financial results compared to 2010 were
primarily negatively impacted by (i) higher losses in derivative
product revenues; (ii) lower net premiums earned; (iii)
reorganization items related to the Chapter 11 bankruptcy filing;
(iv) lower Financial Guarantee other income; and (v) a higher
provision for income taxes, partially offset by (i) a lower
provision for losses and loss expenses; (ii) no corporate interest
expense as a result of the bankruptcy filing; and (iii) higher
income related to variable interest entity activities.

Ambac's net loss was $997.2 million and $671.6 million for the
nine months ended Sept. 30, 2011, and 2010, respectively.

Ambac and subsidiaries' consolidated balance sheets at Sept. 30,
2011, showed $27.6 billion in total assets, $29.8 billion in total
liabilities, and a stockholders' deficit of $2.2 billion.

                      Plan of Reorganization

The Company filed a Plan of Reorganization on July 6, 2011, a
First Amended Plan of Reorganization on Sept. 21, 2011, and a
Second Amended Plan of Reorganization on Sept. 30, 2011.
Simultaneously with the filing of the Second Amended Plan of
Reorganization, on Sept. 30, 2011, the Company also filed with the
Bankruptcy Court a Second Amended Disclosure Statement.

The Bankruptcy Court approved the Disclosure Statement as
containing "adequate information," as defined in the Bankruptcy
Code, on Oct. 5, 2011.  The current deadline for voting to accept
or reject the Reorganization Plan is Nov. 23, 2011, at 5:00 p.m.
The hearing at which the Bankruptcy Court will consider
confirmation of the Reorganization Plan is currently scheduled for
Dec. 8, 2011, at 10:00 a.m.  The current deadline for filing an
objection to the Reorganization Plan with the Bankruptcy Court is
Nov. 23, 2011, at 4:00 p.m.

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

                       http://is.gd/1F7BMg

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMN HEALTHCARE: Moody's Says Ba3 CFR Not Impacted by Biz Sale
-------------------------------------------------------------
Moody's Investors Service said that AMN Healthcare Services Inc.'s
planned sale of its home health business segment would have no
immediate impact on its Ba3 Corporate Family Rating and stable
rating outlook. However, Moody's takes the view that a divestiture
of this business at reasonable terms would be a positive credit
event.

AMN Healthcare Services, Inc. is a leading healthcare staffing
company in the U.S. The company recruits physicians, nurses, and
allied health professionals, and places them on assignments at
acute care hospitals, physician practice groups, and other
healthcare settings. For the twelve months ended September 30,
2011, AMN reported revenues of approximately $927 million.


APPLETON PAPERS: Files Form 10-Q, Posts $18-Mil. Q3 Net Income
--------------------------------------------------------------
Appleton Papers Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $18.02 million on $217.10 million of net sales for the three
months ended Oct. 2, 2011, compared with a net loss of
$1.45 million on $214.87 million of net sales for the three months
ended Oct. 3, 2010.

The Company also reported net income of $9.54 million on
$651.70 million of net sales for the nine months ended Oct. 2,
2011, compared with a net loss of $23.87 million on $645.66
million of net sales for the nine months ended Oct. 3, 2010.

The Company's balance sheet at Oct. 2, 2011, showed $638.30
million in total assets, $764.66 million in total liabilities,
$101.06 million in redeemable common stock, $139.94 million in
accumulated deficit and a $87.47 million accumulated other
comprehensive loss.

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

                        http://is.gd/G9y55J

                       About Appleton Papers

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

                           *     *     *

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


B&K COASTAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: B&K Coastal, LLC
        dba Cape Fear Paving
        dba Bay Street Properties, LLC
        dba Universal Transloaders
        dba Riverfront Company, LLC
        dba Forestry Division
        dba Malmo Asphalt Plant, LLC
        dba Wilmington Materials
        P.O. Box 2101
        Wilmington, NC 28402

Bankruptcy Case No.: 11-08609

Chapter 11 Petition Date: November 9, 2011

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb11-08609.pdf

The petition was signed by J. Keith Stark, managing member.


BLITZ USA: Meeting to Form Official Creditors' Panel on Nov. 21
---------------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, will hold
can organizational meeting on Nov. 21, 2011, at 9:00 a.m. in the
bankruptcy case of Blitz USA, Inc., et al.  The meeting will be
held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 5209
   Wilmington DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Blitz USA, Inc. -- http://www.blitzusa.com/-- manufactures
plastic gas cans in the United States. It offers fuel containers
for transporting, storing, and dispensing fuel and water; oil
change products and accessories, such as oil drains and pans, and
funnels; and lifting aids, such as RhinoRamps, mechanic's
creepers, trailer safe blocks and chocks, tire hugger wheel
chocks, and Roll Controls for lifting, support, and servicing of
vehicles.

Blitz U.S.A. Inc., along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 11-13602) on Nov. 9,
2011, in Delaware to stanch a hemorrhage resulting from 36
product-liability lawsuits.

The Debtors are represented by attorneys at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.  Zolfo Cooper, LLC, is the
restructuring advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

Lead debtor Blitz Acquisition Holdings, Inc. estimated assets and
debts of $50 million to $100 million.


BRIDGEVIEW AEROSOL: Settlement With Wells Fargo Bank Approved
------------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois (i) authorized Bridgeview Aerosol,
LLC, et al., to use the cash collateral; and (ii) approved the
settlement with Wells Fargo Bank.

The Debtors related that among their assets is a fund of money
aggregating $96,039 resulting from the refund of three previously
paid insurance premiums for insurance policies that have been
cancelled.  The Fund is in the Debtors' possession and is
being held in the client trust account of High Ridge Partners.
The Bank asserts that the Fund is subject to the Bank's perfected
lien claim and constitutes the Bank's cash collateral, in part
because the policy premiums were paid for with the Bank's cash
collateral.  The Debtors disagree.  While there is no factual
dispute concerning the parties' respective positions, there is a
split of legal authority on the issue.

In order to avoid the cost, burden, risk and delay that would be
caused by litigating the validity and enforceability of the Bank's
lien claim in the Fund, the Debtors and the Bank have entered into
a settlement of the dispute.

Pursuant to the settlement agreement; the Debtor is authorized to
(a) use $48,019, or one half of a certain $96,039 fund in which
Wells Fargo Bank, N.A., claims to hold a perfected security
interest; and (b) turn over the $48,019 balance of the fund to the
Bank, with the Debtors receiving a credit for that amount on the
$175,000 amount due the Bank for preference claim recoveries
pursuant to a prior settlement agreement with the Bank.

The Debtors would use a portion of the Fund to satisfy accrued and
accruing claims by the U.S. Trustee's Office, professional fees
and other administrative expenses of their estates that have or
will arise on or after July 1, 2011.

                     About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC, provides
manufactures, packages and distributes household cleaning and
automotive aerosol products.  Affiliate AeroNuevo owns the real
property on which BVA operates.  USAerosols is the parent company
of BVA and AeroNuevo.

Bridgeview Aerosol and its affiliates filed for Chapter 11
protection (Bankr. N.D. Ill. Lead Case No. 09-41021) on Oct. 30,
2009.  Steven B. Towbin, Esq., at Shaw Gussis et al., assists the
Debtors in their restructuring efforts.  Bridgeview Aerosol
estimated $10 million to $50 million in assets and debts as of the
Petition Date.

Adam P. Silverman, Esq., and Henry B. Merens, Esq., at Adelman &
Gettleman, Ltd., represents the Official Committee of Unsecured
Creditors.

On November 19, 2009, William T. Neary, the U.S. Trustee for
Region 10, amended the appointment of the Official Committee of
Unsecured Creditors.  The Committee now consist of (i) Ball
Aerosol & Speciality Container; (ii) Black Flag Brands LLC; (iii)
Pennock Company; (iv) Diversified CPC International; (v) Laser
Tool Inc.; (vi) Berry Plastics Corporation; and (vii) Batavia
Container, Inc.


CAESARS ENTERTAINMENT: Files Form 10-Q, Incurs $173.4MM Q3 Loss
---------------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q
reporting a net loss of $173.40 million on $2.25 billion of net
revenues for the quarter ended Sept. 30, 2011, compared with a net
loss of $163.20 million on $2.28 billion of net revenues for the
same period a year ago.

The Company also reported a net loss of $471.30 million on
$6.66 billion of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $629.30 million on $6.69 billion
of net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $28.86
billion in total assets, $27.62 billion in total liabilities, $36
million in redeemable non-controlling interests, and $1.20 billion
total stockholders' equity.

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

                        http://is.gd/rNxRqm

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

"The 'B-' corporate credit rating reflects Caesars' very weak
credit measures and our belief that prospects for a meaningful
rebound in net revenues and EBITDA in 2011 do not seem promising
given the current economic outlook," said Standard & Poor's credit
analyst Ben Bubeck in May 2011. "While several actions taken by
management have positioned the company with a moderate covenant
cushion and very limited debt maturities over the next few years,
Caesars' capacity to continue to fund operational and capital
spending needs and meet debt service obligations relies on
meaningful growth in cash flow generation over the next few
years."

As reported by the TCR on March 3, 2011, Moody's Investors Service
upgraded Caesars Entertainment's Corporate Family ratings and
Probability of Default ratings to Caa2.  CET's Caa2 Corporate
Family Ratings reflect very high leverage, weak interest coverage,
the company's debt financed growth strategy, and Moody's view that
the company's current capital structure in unsustainable in the
long-term.  The ratings reflect Moody's expectation that gaming
demand will rebound very slowly over the next several years.
However, in the absence of a material de-leveraging transaction,
Moody's do not expect the company's capital structure to improve
materially over the next few years.  Additionally, given CEC's
weak credit profile, there is a possibility that the company could
again pursue transactions that will result in impairment of debt
holder claims as a means to improve its capital structure.


CAPITOL BANCORP: Incurs $24.7 Million Net Loss in 3rd Quarter
-------------------------------------------------------------
Capitol Bancorp reported a net loss of $24.76 million on
$26 million of total interest income for the three months ended
Sept. 30, 2011, compared with a net loss of $57.24 million on
$32.38 million of total interest income for the same period a year
ago.

The Company reported a net loss of $254.36 million on
$163.69 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $264.54 million on
$197.78 million of total interest income during the prior year.

The Company also reported a net loss of $45.04 million on
$82.17 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $163.10 million on
$101.45 million of total interest income for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.46 billion in total assets, $2.56 billion in total liabilities
and a $93.51 million total deficit.

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

                       http://is.gd/gtWWAM

                   About Capitol Bancorp Limited

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

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

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

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


CCT COMMUNICATIONS: Court Says GX Contract Already Ended
--------------------------------------------------------
CCT Communications Inc. has moved pursuant to Rule 12(b) and (c)
of the Federal Rules of Civil Procedure to dismiss Counts 1, 2, 4
and 6 in the Second Amended Complaint filed by Global Crossing
Telecommunications, Inc.  Count 1 seeks a declaratory judgment
that Global Crossing terminated the parties' contract prior to the
petition date; Count 2 seeks, in the alternative, a declaratory
judgment that CCT cannot assume the parties' contract and that
Global Crossing is entitled to terminate it; Count 4 asserts a
claim sounding in rescission; and Count 6 seeks to recover under a
theory of unjust enrichment.  With one exception, the Motion is
denied, said Bankruptcy Judge Stuart M. Bernstein in a Nov. 10,
2011 Memorandum Decision and Order available at
http://is.gd/hYPkTKfrom Leagle.com.

The one exception is Count 2.  The judge said the Chapter 11 case
has been dismissed, and CCT cannot assume the contract under 11
U.S.C. Sec. 365.  Furthermore, to the extent Count 2 seeks a
declaration that it is entitled to immediately terminate service
to CCT, Global Service had terminated further service to CCT when
the contract term expired.  Consequently, Count 2 is dismissed as
moot.

GLOBAL CROSSING TELECOMMUNICATIONS, INC., v. CCT COMMUNICATIONS,
INC., Adv. Proc. No. 07-01942 (Bankr. S.D.N.Y.), was commenced on
July 23, 2007, and concerns disputes between the parties arising
under their contract and federal telecommunications law.

Global Crossing is represented by:

          Robert J. Rosenberg, Esq.
          James Brandt, Esq.
          John D. Castiglione, Esq.
          Elizabeth R. Marks, Esq.
          LATHAM & WATKINS LLP
          885 Third Avenue
          New York NY 10022-4834
          Tel: 212-906-1370
          Fax: 212-751-4864
          E-mail: robert.rosenberg@lw.com
                  james.brandt@lw.com
                  john.castiglione@lw.com
                  betsy.marks@lw.com

Attorneys for CCT Communications is:

          James A. Karamanis, Esq.
          BARNEY & KARAMANIS, LLP

                     About CCT Communications

CCT Communications, Inc., was a common carrier engaged in the
business of buying and reselling telecommunications services.  CCT
filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 07-10210) on
Jan. 29, 2007, represented by Arnold Mitchell, Esq., at Greene
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., at that
time.  Sanford P. Rosen, Esq., at Rosen & Associates, P.C., and
Glenn B. Manishin, Esq., at Duane Morris LLP, also represent the
Debtor.  At the time of the filing, the Debtor disclosed $774,047
in assets and debts of $1,028,249.

CCT filed a Plan of Reorganization on the last possible day --
Nov. 26, 2007 -- to do so as a small business debtor.  The Debtor
intended to fund the plan distributions, at least in part, with
the proceeds generated through adversary proceedings against
Global Crossing Telecommunications, Inc., and Zone Telecom, Inc.
The Honorable Stuart M. Bernstein conducted a two-day evidentiary
hearing, and concluded that CCT is judicially estopped from taking
the position that it is not a small business debtor.  Chief Judge
Bernstein ruled that the case will be dismissed, but the Court
will retain jurisdiction over the adversary proceeding between CCT
and Global Crossing as well as any fee applications by Court-
appointed professionals.

                       About Global Crossing

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

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

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

                          *     *     *

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


CDC CORP: Hiring Advisor for Nasdaq Listing; Court OKs CRO
----------------------------------------------------------
BankruptcyData.com reports that CDC Corp is seeking bankruptcy
court permission to employ Donohoe Advisory Consultants (Contact:
David A. Donohoe, Jr.) as professional consultant for NASDAQ
listing matters.  The Debtor has provided the firm a $15,000
retainer and will pay for its services at an hourly rate of $500.

Separately, the Court approved CDC's motion to retain Finley,
Colmer & Company and to designate consultant Marcus A. Watson as
the Company's chief restructuring officer.

                          About CDC Corp

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

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


CENTRAL FALLS: Retirees Want John Hancock to Produce Docs
---------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that retired police officers and firefighters for the city
of Central Falls, R.I., have moved to investigate whether money
from their pension plan was improperly diverted to cover the
city's budget shortfalls.  According to DBR, attorneys
representing a group of retirees asked the judge in charge of the
city's bankruptcy case Thursday for permission to extract
documents from John Hancock Financial Services Inc., which handled
the city's underfunded pension accounts.  The retirees want John
Hancock to produce the documents by Nov. 28.  The group also seeks
permission to interview John Hancock employees who handled the
city's accounts on Dec. 6.

                       About Central Falls

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

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

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

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


CENTRAL FALLS: Retired Workers Seek to Probe Financial Firm
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that retired police officers and
firefighters for the city of Central Falls, R.I., have moved to
investigate whether money from their pension plan was improperly
diverted to cover the city's chronic multimillion-dollar budget
shortfalls.

                       About Central Falls

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

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

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

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


CHATSWORTH INDUSTRIAL: Hires Delphi Business as Leasing Broker
--------------------------------------------------------------
Chatsworth Industrial Park, LP, sought and obtained authority from
the U.S. Bankruptcy Court for the Central District of California
to employ Delphi Business Properties, Inc., as leasing broker.

Delphi will act as leasing broker for the estate for purposes of
leasing the units located at 21040 Nordhoff Street, 21021 Osborne
Street, and 9035 Independence Ave., in Chatsworth, California.

The Debtor will employ Delphi for the leasing these properties
pursuant to the terms and conditions of the listing agreements and
at the commission rates set forth in the Schedule of Commissions.

Delphi has not and will not receive a retainer.

David Hoffberg, Broker and Senior Vice President of Delphi,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                     About Chatsworth Industrial

Tarzana, California-based Chatsworth Industrial Park, LP, owns and
operates five adjacent industrial properties in Chatsworth,
California.  It filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 09-27368) on Dec. 23, 2009.  Caceres & Shamash,
LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated assets at $10 million to $50 million and $1 million to
$10 million in debts.


COASTAL PLAINS PORK: Only Dist. Ct. Can Authorize Direct Appeal
---------------------------------------------------------------
In the lawsuit, FIRST NATIONAL BANK OF OMAHA, v. FARMERS
COOPERATIVE SOCIETY, SIOUX CENTER IOWA, and COOPERATIVE ELEVATOR
ASSOCIATION, Adv. Proc. No. 09-00214 (Bankr. E.D.N.C.), Bankruptcy
Judge Randy D. Doub ruled on the Plaintiff's Motion for
Certification Pursuant to 28 U.S.C. Sec. 158(d) and Motion for
Stay of Proceedings Pending Appeal, filed by First National Bank
of Omaha, and the Resistance to First National Bank's Motion for
Certification and Motion for Stay of Proceedings, filed by Farmers
Cooperative Society, Sioux Center, Iowa and Cooperative Elevator
Association.

The adversary proceeding was commenced by the filing of a
complaint on behalf of FNBO on Sept. 30, 2009, seeking a
determination of the relative priorities between FNBO's perfected
security interests in Coastal Plains Pork LLC's personal property
including the Debtor's livestock, and the agricultural supply
dealer liens claimed by the Defendants under Iowa Code Sec. 570A.

On Feb. 3, 2010, FNBO requested summary judgment establishing its
perfected security interest in the Debtor's livestock and its
proceeds prior to the agricultural liens asserted by the
Defendants.  On Feb. 26, 2010, the Defendants filed a Motion for
Partial Summary Judgment on the same issue.

On July 23, 2010, the Bankruptcy Court entered an order granting
FNBO's Motion for Summary Judgment and denying the Defendants'
Motion for Partial Summary Judgment.  The Court ruled that FNBO's
lien took priority over the agricultural supply dealers' lien of
FCS and CEA.

On Aug. 6, 2010, the Defendants appealed the order to the United
States District Court for the Eastern District of North Carolina.
On Sept. 15, 2011, the Honorable Malcolm J. Howard, Senior United
States District Judge for the Eastern District of North Carolina,
issued an order determining that FCS and CEA are entitled to
priority under Sec. 570A.5 (3) to the extent of the difference
between the acquisition price of the livestock and the fair market
value of the livestock at the time they were sold.  Farmers
Cooperative Society of Sioux Center, et al v. First National Bank
of Omaha, No. 7:10-CV-202-H (E.D.N.C. Sept. 15, 2011). Therefore,
the judgment of the Bankruptcy Court was vacated, and the matter
was remanded to the Bankruptcy Court for entry of judgment
consistent with the order entered by the U.S. District Court.

On Sept. 20, 2011, the Bankruptcy Court entered an order granting
the Defendants' motion for partial summary judgment and reserving
the issue of damages for trial.

FNBO appealed from the U.S. District Court Order to the Fourth
Circuit on Oct. 7, 2011.  The element of damages remains to be
determined by the Bankruptcy Court.

FNBO wants the Bankruptcy Court certify the U.S. District Court
Order for immediate appeal to the Fourth Circuit Court of Appeals
pursuant to 28 U.S.C. Sec. 158(d)(2)(A)(i)-(iii).  FNBO also
requests that should the Bankruptcy Court certify this case for
immediate appeal, it also should enter an order staying the case
pending final determination of the appeal.

In his Nov. 10, 2011 Order, available at http://is.gd/tQhf8Ifrom
Leagle.com, Judge Doub said the U.S. District Court, rather than
the Bankruptcy Court, is the court with authority to make a
certification order pursuant to 28 U.S.C. Sec. 158(d)(2)(A) and
Bankruptcy Rule 8001(f)(2).  The U.S. District Court also has
authority to stay the pending proceedings in the Bankruptcy Court
pending the appeal of the U.S. District Court judgment vacating
the order and judgment of the Bankruptcy Court to the Fourth
Circuit Court of Appeals.  Judge Doub said the Bankruptcy Court
will proceed with the trial of the issue of damages until ordered
to do otherwise by the U.S. District Court.

Coastal Plains Pork, LLC, based in Harrells, N.C., operated a
farrow-to-finish farm for the production of swine in several
states, including Iowa, prior to filing a chapter 11 petition
(Bankr. E.D.N.C. Case No. 09-08367) on Sept. 28, 2009.  The Debtor
is represented by Terri L. Gardner, Esq., at Nelson Mullins Riley
& Scarborough, LLP, in Raleigh, N.C.  At the time of the filing,
the Debtor estimated its assets and debts at $10 million to
$50 million.


COLONIAL BANCGROUP: FDIC Resume Sparring Over Tax Refunds
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Federal
Deposit Insurance Corp. says the Internal Revenue Service made a
mistake related to $253 million in disputed tax refunds that are
at the center of a legal fight between the bank regulator and the
bankruptcy estate of Colonial.

                   About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor.  The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.


COMMANDER PREMIER: Chapter 7 Liquidation Sought
-----------------------------------------------
Scott Moyers at Southeast Missourian reports that Cape Girardeau
Regional Airport asked a bankruptcy judge to convert the Chapter
11 case of Commander Premier Airport Corp. to a Chapter 7
proceeding.  A hearing is set for Nov. 15, 2011.

According to the report, if a judge agrees, it would allow the
sale of Commander's assets to repay company debt, including more
than $800,000 to city coffers for unpaid lease payments.

The report says the court filing pointed out that the company's
monthly operating report "reflect no post-petition economic
activity" and a "post-petition loss."  The basic expenses of the
company have been funded only by personal loans from company
president Gregory Walker.  The company also has shown no ability
to produce a reorganization plan and no investor has stepped up to
buy the company.  The company owes its creditors more than $2
million.

Based in Tyler, Texas, Commander Premier Aircraft Corporation
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case
No. 11-60548) on June 16, 2011.  Jason R. Searcy, Esq., at Searcy
& Searcy P.C., represents the Debtor.  The Debtor estimated assets
of less than $50,000, and debts between $1 million and
$10 million.


COMMONWEALTH BANKSHARES: Common Stock Delisted from NASDAQ
----------------------------------------------------------
Amy Horton, associate general counsel of NASDAQ Stock Market LLC,
notified the U.S. Securities and Securities and Exchange
Commission regarding the removal from listing or registration of
Commonwealth Bankshares Inc. common stock on NASDAQ.

                   About Commonwealth Bankshares

Norfolk, Va.-based Commonwealth Bankshares, Inc., (Nasdaq:CWBS)
-- http://www.bankofthecommonwealth.com/-- is the parent of Bank
of the Commonwealth which opened its first office in Norfolk,
Virginia, in 1971.  Bank of the Commonwealth has 21 bank branches
strategically located throughout the Hampton Roads and Eastern
North Carolina regions.

The Company's balance sheet at June 30, 2011, showed
$985.87 million in total assets, $990.17 million in total
liabilities, and a $4.30 million total deficit.

As reported by the TCR on May 31, 2011, Witt Mares, PLC, in
Norfolk, Virginia, expressed substantial doubt about Commonwealth
Bankshares' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that of
the Company's continued operating losses and deterioration of the
loan portfolio, undercapitalized status, liquidity restrictions,
and other restrictions as a result of regulatory agreements.

                         Bankruptcy Warning

Effective July 1, 2011, Bank of the Commonwealth entered into a
Prompt Corrective Action Directive with the Board of Governors of
the Federal Reserve System.  The Directive requires that within 30
days of the effective date of the Directive or such additional
time as the Board of Governors may permit, the Bank, in
conjunction with the Company must, among other things, increase
the Bank's equity through the sale of shares or contributions to
surplus in an amount sufficient to make the Bank adequately
capitalized.

The Bank was not able to meet the 30-day timeline prescribed by
the Directive for reaching the required capital levels.  The Board
of Governors, as outlined in the Directive, may permit additional
time as they see fit.  The Company and the Bank's management and
Board of Directors have implemented a capital plan with various
alternatives to reach and maintain the required capital levels.
This plan was originally accepted by the Federal Reserve in 2010
in response to the Written Agreement.  An updated capital
restoration plan was submitted to the Federal Reserve in June
2011, due to the Company's immediate capital needs.  This plan was
not accepted by the Federal Reserve since the Company had not
received any firm commitments for new capital.  If the Company
does not raise sufficient amounts of new equity capital, or
alternatively, execute another strategic initiative, the Company
may become subject to a voluntary or involuntary bankruptcy filing
and the Company believes it is possible that the Bank could be
placed into FDIC receivership by bank regulators or acquired by a
third party in a transaction in which the Company receives no
value for its interest in the Bank.


COSTA DORADA: Plan Filing Period Extended Until Nov. 15
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico extended
to Nov. 15, 2011, Costa Dorada Apartments Corp.'s exclusive period
to file a plan and disclosure statement in its bankruptcy case.

This is the third extension of the Debtor's exclusive period to
file a plan.  The Debtor will use this extension to conclude the
negotiations with secured creditor Scotiabank de Puerto Rico and
review the first draft of the Secured Debt Stipulation between the
parties.

Costa Dorada Apartments Corp., dba Villas De Costa Dorada, in
Isabela, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr. D.
P.R. Case No. 11-03960) on May 10, 2011.  The Debtor disclosed
$10.7 million in assets and $8.6 million in liabilities as of the
Chapter 11 filing.  The petition was signed by Carlos R. Fernandez
Rodriguez, its president.  Wigberto Lugo Mender, Esq., at Lugo
Mender & Co., in Guaynabo, Puerto Rico, represents the Debtor as
counsel.


CROSSOVER FINANCIAL: Taps Home Source as Real Estate Broker
-----------------------------------------------------------
Crossover Financial I, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado for permission to employ Karen McClaflin of
Home Source Realty, LLC, Colorado as real estate broker for the
estate in connection with the sale of the property.

The Debtor requires the services of a real estate broker to market
the certain property located in Township 11 South, Range 66 West
of the 6th p.m., County of El Paso, State of Colorado, described
as:

   1. Parcel A -- the southwest quarter and the west half of the
   southeast quarter of Section 19;

   2. Parcel B -- the east half of the of the southeast quarter of
   Section 24;

   3. Parcel C -- the northeast quarter of the northeast quarter
   of Section 25; and

   4. Parcel D -- the north half of the northwest quarter of
   Section 30.

The Debtor desires to employ Ms. McClaflin without a general
retainer, on a commission basis.  The Debtor proposes to pay Ms.
McClaflin a sale commission of 5.0% of the gross purchase price
out of the gross proceeds of any completed sale of the property
upon separate application and approval of this Court.

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

                  About Crossover Financial I, LLC

Crossover Financial I, LLC, based in Elizabeth, Colorado, filed
for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-24257) on
June 15, 2011.  Judge Sidney B. Brooks presides over the case.
Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., serves
as bankruptcy counsel.  In its petition, the Debtor estimated
assets and debts of $10 million to $50 million.  The petition was
signed by Mitchell B. Yellen.

Charles F. Mcvay, The U.S. Trustee for Region 19, said that a
committee under 11 U.S.C. Sec. 1102 has not been appointed because
an insufficient number of persons holding unsecured claims against
Crossover Financial I, LLC have expressed interest in serving on a
committee.


CROSSOVER FINANCIAL: Plan Outline Hearing Scheduled for Jan. 4
--------------------------------------------------------------
At a hearing on Jan. 4, 2012, Crossover Financial I, LLC, will ask
the U.S. Bankruptcy Court for the District of Colorado to approve
the disclosure statement filed on Oct. 28, 2011, in support of the
Debtor's plan of reorganization.  Objections, if any, to approval
of the disclosure statement must be filed and served no later than
Dec. 19, 2011.

The Plan, dated Oct. 28, 2011, contemplates a Section 363 sale of
the Real Property.  After the payment of allowed administrative
expenses, proceeds of sale will distributed in accordance with any
confirmed plan of reorganization.

The Debtor has sought approval to enter in a listing contract with
Karen McClaflin and Home Source Realty, LLC, for the sale of the
property.  The Listing Contract provided for a sales commission of
5.0% of the gross sales price.

In this case, the Plan Proponent believes that with the exception
of claims in Classes 1, 2 and 3, all other classes are impaired
and are entitled to vote.

Holders of the Debtor's promissory notes in Class 5, owed
$21,452,000, represent the majority of the Debtor's creditors.
The 108 Noteholders will receive the balance of the proceeds of
sale of the Real Property on a pro rata basis after the payment of
unclassified administrative expenses and secured claims in Classes
2, 3 and 4.  The secured claim represents the fourth priority lien
against the Real Property.

Class 11 General Unsecured Claims consist of any unsecured claims
in Classes 2 through 10 as result of the bifurcation of the
respective claims under Section 506 of the Bankruptcy Code or any
other portion of the claims that may be disallowed as secured
claims.  It is not expected that unsecured claims will receive
distributions under the plan.

Mitchell Yellen, the sole member of the Debtor and holder of the
Class 12 equity interest, will not receive any distributions under
the plan.

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

       http://bankrupt.com/misc/crossoverfinl.DS.dkt69.pdf

Crossover Financial I, LLC, based in Elizabeth, Colorado, was
formed on Aug. 12, 2005.  Mitchell B. Yellen is the manager and
sole member.  The Company was formed for the purpose of raising
funds through a Private Placement Memorandum to be loaned to an
entity known as HPR, LLC, in connection with the acquisition and
development of 440 acres of real property located ("Real
Property") in El Paso County.

HPR consisted of three members: Colorado Commercial Builders, Inc.
(37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP
(42.5%).  Mitchell Yellen held an interest in the Yellen Family
Partnership, LLLP.

The project stalled primarily as a result of a collapse in the
residential real estate development market in 2007 and potential
developers pulled out of the project.  There has been no
further development activity on the Real Property since 2007.

Faced with the prospect of a lengthy foreclosure proceeding, the
Debtor entered into to an agreement with HPR whereby the Real
Property was transferred to the Debtor by way of a deed-in-lieu
of foreclosure.  Upon acquiring the Real Property, the Debtor
attempted to bring in additional developers to continue the
project but those efforts were unsuccessful.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-24257) on June 15, 2011.  Judge Sidney B. Brooks presides
over the case.

Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in
Denver, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Mitchell B. Yellen.

Charles F. Mcvay, The United States Trustee for Region 19, said
that a committee under 11 U.S.C. Sec. 1102 has not been appointed
because an insufficient number of persons holding unsecured claims
against Crossover Financial I, LLC, have expressed interest in
serving on a committee.


CROW PARTNERS: Has Access to U.S. Bank's Cash Until March 2012
--------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona approved a stipulation authorizing Crow
Partners, LLC, and Central Building, LLC to use the cash
collateral until March 12, 2012, or on the occurrence of an event
of default.

U.S. Bank National Association, as trustee for the registered
holders of WAMU Commercial Mortgage Securities Trust 2007-SL3,
Commercial Mortgage Pass-Through Certificates, Series 2007-SL3 is
a creditor secured by a lien on, among other things, one of
Central Building's two primary real estate assets.

As of the Petition Date, Central Building was indebted to lender
in the approximate principal amount of $9,042,662 plus accrued
interest and all other costs and fees.

The stipulation and consent order entered between Central Building
and lender provides for, among other things:

   1. Central Building is authorized to use the cash collateral to
pay ordinary and necessary operating expenses;

   2. Central Building will deposit, sequester, and segregate all
cash collateral in a DIP account.  Lender's cash collateral will
be kept in an account separate from any cash collateral claimed by
JP Morgan Chase Bank, N.A.

   3. The Debtors will not attempt to grant any entity, other than
lender, a senior security interest in or lien on any of the County
Square assets, including lender Collateral, the cash collateral,
and all other assets subject to the liens held by lender,
including the replacement liens provided for herein, without the
prior express consent of lender.

   4. As adequate protection for any diminution in value of the
lender's collateral, the Debtors will grant lender replacement
lien in all of Central Building's personal property of all types
related solely to County Square; and superpriority administrative
expense claim.

   5. Commencing Nov. 1, 2011, as part of the adequate protection
of lender's interest in and to the lender collateral, Central
Building will pay to lender the regular monthly payments in
accordance with the terms of the California Note and the Loan
Documents, including any monthly payment amounts that are past due
thereunder.

   6. Central Building will provide general comprehensive, hazard
and liability insurance coverage for the lender collateral as
required by the Loan Documents, naming lender as loss payee.

The Debtors will provide notice of the order to all creditors and
parties-in-interest, all parties who have requested notice, and
the U.S. Trustee.  Unless objections are received within 14 days
after the date of such notice, the order will automatically become
a final Order without further hearing.  If any objections are
timely filed, the Court will set a further hearing to consider
such objections.

U.S. Bank can be reached at:

         c/o KeyBank National Association
         Attn: Sean A. Gibson
         11501 Outlook Street, Suite 300
         Overland Park, KS 66211
         Fax: 877-379-1625
         E-mail: Sean_A_Gibson@KeyBank.com

                      About Central Building

Orinda, California-based Central Building LLC filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011.
Its wholly owned subsidiary, Crow Partners LLC, filed a separate
petition (Bankr. D. Ariz. Case No. 11-27946), listing under
$1 million in assets and debts.  The case is jointly administered
with Crow Partners.

Central Building does business in Arizona under the name Central
Building Camelback LLC.  The Debtors own the County Square
Shopping Center in California and the Camelback Place at Dysart in
Arizona.  The Debtors' sole members are Neal Smither and his
spouse, Patricia Smither.  The equity interests are subject to a
Voting Trust Agreement of which G. Neil Elsey, a principal of
Avion Holdings, LLC, is the voting trustee.  Avion has also been
retained as Restructuring Agent to manage and operate the Debtors
during their restructuring.  Central Building disclosed
$22,913,866 in assets and $19,372,542 in liabilities.

Judge George B. Nielsen, Jr. presides over the case.  Lawyers at
Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the
Debtors' counsel.  The petition was signed by Neal Smither,
member.


CROW PARTNERS: Has Until Nov. 30 to Access Chase Cash Collateral
----------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona approved a stipulation and consent order
authorizing Crow Partners, LLC, and Central Building, LLC, to use
cash collateral until Nov. 30, 2011.

As reported in the Troubled Company Reporter on Nov. 3, 2011,
Central Building's property consists of two real property assets.
The first is a real property improved with a 52,000 square foot
shopping center located at 508 Contra Costa Blvd., Pleasant Hill,
Contra Costa County, California, known as County Square Shopping
Center, subject to a secured loan in favor of KeyBank, N.A.

Central Building's second real property asset is a parcel of land
improved with a 66,430 square foot shopping center, located at the
intersection of Camelback Road and Dysart Road in Maricopa County,
Arizona, known as Camelback Place at Dysart, with an estimated
value of $12,000,000. Camelback Place is fully developed and is
87.5% leased, and it generates positive cash flow after current
expenses.  Central Buildingis in the process of leasing additional
space that will increase occupancy of Camelback Place to 92%.

As of the Petition Date, Central Building was indebted to Chase
Bank in the approximate principal amount of $9,630,000, plus
accrued and accruing interest, costs, and attorneys fees,and other
amounts due and owing under the Arizona Note, Arizona DOT, and
other documents related to Chase Bank's secured loan.

The Debtors related that Central Building's other significant
secured creditor, Key Bank, is secured by a lien related to County
Square and is unaffected by the proposed use of Chase Bank's cash
collateral.

As of the Petition Date, Debtors estimate that the value of
Camelback Place exceeds the indebtedness by approximately
$2,000,000.  Chase Bank is fully secured.

Pursuant to the stipulation, the Debtors and Chase Bank agreed to
Central Building's limited use of cash collateral under these
terms and conditions, among other things:

   1. Central Building is authorized to use cash collateral to pay
ordinary and necessary operating expenses. The use of cash
collateral to pay any expense in excess of the approved Cumulative
Monthly Amounts will require the prior written approval of Chase
Bank, or further order of the Court with appropriate notice to
Chase Bank; provided, however, that Central Building may use cash
collateral to pay up to 105% of the amount for a month in any line
item category.

   2. Central Building will deposit, sequester, and segregate all
cash collateral in a separate DIP account.  The Debtors may
withdraw funds from the cash collateral Bank Account only as
necessary to pay expenses in accordance with the Budget and this
order.

   3. As adequate protection for any diminution in value of the
lender's  collateral, the Debtors will grant lender replacement
Lien in all of Central Building's now owned or after acquired
personal property of all types related solely to Camelback Place,
as existed prepetition; and a superpriority administrative expense
claim.

   4. Central Building will pay to Chase Bank from cash collateral
a payment in the amount of $37,000.  On or before Nov. 15, Central
Building will pay to Chase Bank from cash collateral a second
payment in the amount of $37,000.

The Debtors set a Nov. 30, final hearing at  at 1:30 p.m., to
consider approval of the Debtors' request for cash collateral use.
Objections, if any, are due Nov. 23.

Chase Bank is represented by:

         Brian Sirower, Esq
         Robert Harris, Esq.
         QUARLES & BRADY LLP
         One Renaissance Square
         Two North Central Avenue
         Phoenix, AZ 85004-2391
         Fax No.: (602) 420-5020
         E-mail: brian.sirower@quarles.com

                      About Central Building

Orinda, California-based Central Building LLC filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011.
Its wholly owned subsidiary, Crow Partners LLC, filed a separate
petition (Bankr. D. Ariz. Case No. 11-27946), listing under
$1 million in assets and debts.  The case is jointly administered
with Crow Partners.

Central Building does business in Arizona under the name Central
Building Camelback LLC.  The Debtors own the County Square
Shopping Center in California and the Camelback Place at Dysart in
Arizona.  The Debtors' sole members are Neal Smither and his
spouse, Patricia Smither.  The equity interests are subject to a
Voting Trust Agreement of which G. Neil Elsey, a principal of
Avion Holdings, LLC, is the voting trustee.  Avion has also been
retained as Restructuring Agent to manage and operate the Debtors
during their restructuring.  Central Building disclosed
$22,913,866 in assets and $19,372,542 in liabilities.

Judge George B. Nielsen, Jr. presides over the case.  Lawyers at
Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the
Debtors' counsel.  The petition was signed by Neal Smither,
member.


CRYSTAL CATHEDRAL: Prefers Chapman's $51-Mil. Offer
---------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that the battle for a
prized, towering glass cathedral in Orange County, Calif., isn't
over yet, as the bankrupt ministry's creditors on Wednesday co-
endorsed competing sweetened offers from neighboring Chapman
University and the local Catholic diocese.

A California bankruptcy judge will decide Monday between the Roman
Catholic Bishop of Orange, which bid $55.4 million, and the
university, whose $51.5 million offer is the preferred choice of
the Crystal Cathedral Ministries' board and worshippers, according
to Law360.

The Associated Press reports that an attorney for the Crystal
Cathedral told a bankruptcy court judge on Nov. 9, 2011, that the
church board has agreed to accept a proposal from either Chapman
University or the Roman Catholic Diocese of Orange to emerge from
Chapter 11 bankruptcy proceedings as soon as possible.

According to the report, Church attorney Marc Winthrop, Esq., said
the church prefers Chapman's $51.5 million proposal, which would
let the Crystal Cathedral lease part of the campus and includes a
repurchase option.  Meanwhile, the Diocese said it upped its bid
for the more-than-30 acre campus to $55.4 million.

The report notes that Chapman University has proposed buying the
site to increase its health service offerings, and possibly start
a medical school.  According to the report, the Diocese wants the
property for an Orange County cathedral, and would give the
Crystal Cathedral the option of purchasing a nearby church
property in the future, said Alan Martin, Esq., an attorney for
the Diocese.

                      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.


DALLAS STARS: Working to Fast-track Sale to Gaglardi
----------------------------------------------------
Mike Heika, writing for The Dallas Morning News, reports that the
Dallas Stars, the National Hockey League, the lenders and the
lawyers for Tom Gaglardi are working to fast-track the sale of the
team, and it appears they are succeeding.  According to the
report, the original date to resolve the bankruptcy hearing in
Delaware bankruptcy court was Nov. 23.  That has been moved up to
Nov. 18.

According to Dallas Morning News, the Board of Governors' approval
of the sale to Mr. Gaglardi was expected to be at the regularly
scheduled Board meeting Dec. 5-6.  However, the Stars and NHL are
studying a possible fax vote.  The difference between the board
and the fax is that a board vote requires two-thirds approval,
while a fax vote has to be unanimous.

The report also notes the Dallas Stars are studying a tentative
press conference to introduce Mr. Gaglardi on Nov. 21 if
everything works out.

                        About Dallas Stars

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

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

Dallas Stars LP scheduled $52,035,457 in total assets and
$363,569,191 in liabilities.  StarCenters LLC listed $0 in assets
and $149,640,000 in liabilities.  Dallas Arena LLC listed
$49,017,082 in assets and said debts are undetermined.  Dallas
Stars U.S. Holdings Corp. scheduled $13,036 in assets and
$149,640,000 in debts.

The petitions were signed by Robert L. Hutson, chief financial
officer.

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

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

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

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

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

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


DALLAS SYMPHONY: Could Become Insolvent Within 90 Days
------------------------------------------------------
KERA's Jerome Weeks reports that unless fortunes change the Dallas
Symphony will run out of money in late January.

Dallas Symphony Board Chairman Blaine Nelson told a group of top
donors on Tuesday that based on current revenue and expenses, the
symphony will be insolvent within 90 days.

"We have a line of credit for $11 million, and that's guaranteed
by our foundation assets. However, our foundation has only given
us permission to draw on that line of credit up to $8 million and
it's estimated that we will be at or exceed that $8 million by
sometime either in January or February," Mr. Nelson told KERA.

KERA relates that the Dallas Symphony has received acclaim for its
improved performances under conductor Jaap van Zweden. Mr. van
Zweden was recently named conductor of the year by the journal,
Musical America.

But Mr. Nelson, as cited by KERA, said that acclaim has not
translated into ticket sales or sufficient donor support.  The
symphony has run multi-million-dollar deficits the past two
seasons and expects to run another one this season, the report
notes.

"I mean, our paid attendance, on average, for all concerts is less
than 65 percent, so the hall is virtually empty. Our contributed
revenue from an annual fund, from an operational support, has been
on the decline as well," the report quotes Mr. Nelson as saying.

The symphony has already reduced staff and negotiated a wage
freeze with its musicians, according to KERA.


DELTA PETROLEUM: May File for Ch. 11 to Address Liquidity Issue
---------------------------------------------------------------
RTTNews notes that Delta Petroleum Corp. will be required to seek
protection under Chapter 11 of the U.S. Bankruptcy Code, if it is
unsuccessful in consummating a transaction that address its
liquidity issues.

According to RTTNews, shares of Delta Petroleum plunged almost 62%
in extended trade on Nov. 9, 2011, after the company reported a
loss for the third quarter, as higher dry hole costs and
impairments offset an increase in revenues.

RTTNews relates that the company said it would likely restructure
its debt and added that any transaction it may reach could be
highly dilutive to existing shareholders

The report says the company's third-quarter net loss was $429.43
million or $15.40 per share, compared to net income of $13.94
million or $0.49 per share in the year-ago period.  On average,
three analysts polled by Thomson Reuters expected the company to
report a loss of $0.36 per share.  Analysts' estimates typically
exclude special items.  The net loss reflects an increase in dry
hole costs and impairments in the latest quarter as well a higher
gain from discontinued operations in the year-ago period. Delta
incurred dry hole and impairment costs of $420.45 million in the
quarter.

The report relates that, in July 2011, Delta Petroleum said its
board of directors engaged Macquarie Capital (USA) Inc. and
Evercore Group, L.L.C. advisors to look into strategic
alternatives in a process aimed at maximizing shareholder value
and dealing with 2012 debt maturities.  However, the company noted
that it has not received any definitive offer with respect to an
acquisition of the company or its assets that implies a value of
the assets is greater than its aggregate debt.

The report relates that Delta Petroleum said it now believes a
restructuring of its indebtedness is likely to be necessary.  The
company said it is continuing to discuss potential transactions
with potential purchasers and expects to hold talks with certain
holders of its outstanding senior notes.  The Company said any
transaction that is agreed to could be highly dilutive to existing
stockholders.

                    About Delta Petroleum Corp

Delta Petroleum Corporation -- http://www.deltapetro.com/-- is an
oil and gas exploration and development company based in Denver,
Colorado.  The Company's core area of operation is in the Rocky
Mountain region, where the majority of its proved reserves,
production and long-term growth prospects are located.  Its common
stock is listed on the NASDAQ Capital Market System under the
symbol "DPTR."

The Company reported a net loss of $30.26 million on
$23.05 million of total revenue for the three months ended
March 31, 2011, compared with a net loss of $15.99 million on
$29.17 million of total revenue for the same period during the
prior year.

The Company's balance sheet at June 30, 2011, showed $975.84
million in total assets, $489.14 million in total liabilities,
current and long-term, and $486.70 million in total equity.

As reported by the TCR on March 18, 2011, KPMG LLP, in Denver,
Colorado, noted that due to continued losses and limited borrowing
capacity the Company is evaluating sources of capital to fund the
Company's near term debt obligations.  "There can be no assurances
that actions undertaken will be sufficient to repay obligations
under the credit facility when due, which raises substantial doubt
about the Company's ability to continue as a going concern."


DIRECT BUY: Moody's Lowers Corporate Family Rating to 'Caa2'
------------------------------------------------------------
Moody's Investors Service downgraded to Caa2 the Corporate Family
and Probability of Default ratings of Direct Buy Holdings, Inc.
The ratings remain on review for further possible downgrade.

Ratings downgraded and on review for further possible downgrade:

Corporate Family Rating to Caa2 from B2

Probability of Default Rating to Caa2 from B2

$335 million senior secured second lien notes to Caa2 (LGD4, 50%)
from B2 (LGD3, 49%)

RATINGS RATIONALE

The downgrade of Direct Buy's Corporate Family Rating to Caa2
along with the review for further possible downgrade considers the
company's failure to file its fiscal year-end July 31, 2011
financials within 90 days as required by its debt agreements and
its ability to remain in compliance with the upcoming required
step-downs in its leverage covenant. Ratings could be lowered if
Direct Buy has difficulty remaining in compliance with its various
debt agreements for any reason.

The principal methodology used in rating Direct Buy Holdings, Inc.
was the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Direct Buy, Inc., headquartered in Merrillville, Indiana, is a
membership buying club that operates under a franchise business
model.


DOMINION CLUB: Given Until Dec. 14 to Reach Acceptable Plan Terms
-----------------------------------------------------------------
Carol Hazard at Richmond Times-Dispatch reports that Judge Kevin
R. Huennekens set another plan hearing on Dec. 14, 2011, to give
parties in the bankruptcy case of Dominion Club a chance to come
to mutually acceptable terms.

The report notes that the country club filed its plan for
reorganization with the U.S. Bankruptcy Court in September.
According to the report, more than 90% of creditors, mostly club
members, agreed to the plan.  About 36 creditors voted against the
plan, but are obligated to go along with the majority.

The report says 14 people declined to give up their rights to sue
business entities associated with HHHunt Corp., the club's owner
and operator.  Vernon E. Inge Jr., an attorney with LeClairRyan
representing Dominion Club, said the Hunt companies have agreed to
put up $3 million to $4 million or more to pay for expenses and a
fund for creditors.

The report says the club was supposed to pay back $1.7 million in
refundable joining fees from 124 invitational members by Dec. 31,
2011, and it didn't have the money.

                      About The Dominion Club

The Dominion Club, L.C., filed for Chapter 11 protection (Bankr.
E.D. Va. Case No. 11-30187) in Richmond, Virginia, on Jan. 11,
2011.  Christian K. Vogel, Esq., and Vernon E. Inge, Jr., Esq., at
Leclairryan, in Richmond, serves as counsel to the Debtor.  In its
bankruptcy petition, the Debtor estimated its assets in the
$1 million to $10 million range and liabilities in the $10 million
to $50 million range.

Tyler Brown of Hunton Williams represents the creditors committee.
Robbie Westermann, an attorney with Hirschler Fleischer,
represents HHHunt.


DOMINION CLUB: Majority of Members Accept Reorganization Plan
-------------------------------------------------------------
Michael Schwartz at Richmond BizSense reports that about
450 members of the Dominion Club have voted in favor of a
reorganization plan that would put the club on more stable
financial footing and return at least a fraction of the millions
they paid in initiation deposits.

The report notes 14 contrarian member/creditors voted against the
plan, throwing a major wrench in the process.  "Hopefully the club
will be able to be saved, but 14 people may determine the future
of the Dominion Club," the report quotes Marshall Nichols, a
Dominion Club member and chairman of the club's bankruptcy
creditors committee, as saying.

According to the report, a provision in the Chapter 11
reorganization plan allows the club's owner, developer HH Hunt, to
back out of the plan if any of the creditors, most of whom are
current or former members, voted against it.  Voting "no" allows
members to retain their rights to file individual lawsuits against
Hunt.  Hunt had said that if there were any opt-outs they wouldn't
fund the plan.

The report says the club and its owners will weigh their options:
funding the plan even if there could be future lawsuits, trying to
work something out with the 14 dissenters, or putting the course
in a Chapter 7 liquidation.

The report relates that the plan also called for the Hunt entities
to support the club with a working capital loan over the next five
years, lower the monthly rent the club pays, and look to sell the
club and distribute the proceeds to member/creditors within the
next 12 years.

The report adds that the 14 members might want the option to go
after Hunt for the entire sum they are owed, rather than the
fraction that was called for in the plan.

                      About The Dominion Club

The Dominion Club, L.C., filed for Chapter 11 protection (Bankr.
E.D. Va. Case No. 11-30187) in Richmond, Virginia, on Jan. 11,
2011.  Christian K. Vogel, Esq., and Vernon E. Inge, Jr., Esq., at
Leclairryan, in Richmond, serves as counsel to the Debtor.  In its
bankruptcy petition, the Debtor estimated its assets in the
$1 million to $10 million range and liabilities in the $10 million
to $50 million range.

Tyler Brown of Hunton Williams represents the creditors committee.
Robbie Westermann, an attorney with Hirschler Fleischer,
represents HHHunt.


DYNEGY INC: Filing of Form 10-Q for 2011 3rd Quarter to be Delayed
------------------------------------------------------------------
Dynegy Inc. disclosed in a regulatory filing Thursday that the
filing of its quarterly report on Form 10-Q for the period ended
Sept. 30, 2011, will be delayed.

As reported in the TCR on Nov. 8, 2011, Dynegy Holdings, LLC
("DH"), Dynegy Inc.'s direct, wholly-owned subsidiary, and four of
DH's wholly-owned subsidiaries, Dynegy Northeast Generation, Inc.,
Hudson Power, L.L.C., Dynegy Danskammer, L.L.C., and Dynegy
Roseton, L.L.C. (collectively, the "Debtor Entities"), filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy Code") in the United
States Bankruptcy Court for the Southern District of New York,
Poughkeepsie Division.  Dynegy Inc. and its subsidiaries, other
than the five Debtor Entities, did not file voluntary petitions
for relief and are not debtors under Chapter 11 of the Bankruptcy
Code and, consequently, will continue to operate their businesses
in the ordinary course.

The Chapter 11 Cases require Dynegy Inc. to make extensive changes
to the financial and other disclosures that would otherwise be
included in its Form 10-Q for the period ended Sept. 30, 2011.
Dynegy Inc. was unable to complete these changes and file its Form
10-Q on or before Nov. 9, 2011, without unreasonable effort or
expense.

                        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.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
listed $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

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


DK AGGREGATES: Files Amended Disclosure Statement
-------------------------------------------------
On Oct. 31, 2011, DK Aggregates LLC filed an amended disclosure
statement explaining its proposed Chapter 11 Plan of
Reorganization with the U.S. Bankruptcy Court for the District of
Mississippi.

Claims in Class 1 (Hancock County Tax Collector), Class 2
(Internal Revenue Service), Class 3 (Mississippi State Tax
Commission), Class 4 (Mississippi Employment Security Commission
"MESC"), Class 5 (Hancock Bank), Class 7 (Holliday), Class 8
(General Unsecured Claims) and Class 9 (Damage Suit and/or Tort
Claimants) of the Plan are impaired and, to the extent Claims in
those Classes are Allowed, the holders of those Claims will
receive distributions under the Plan.

Under two alternative treatments, Class 6 (Three Deuces) would be
impaired and entitled to vote.  As a result, holders of Claims in
that Class are entitled to vote to accept or reject the Plan under
the two scenarios.

Claims and Equity Interests in Class 10 of the Plan are
unimpaired.  As a result, holders of Equity Interests are
conclusively presumed to have accepted the Plan.

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

As reported in the Troubled Company Reporter on July 25, 2011, the
Plan proposes to pay 100% to all claim-holders except that the
percentage recovery of Damage Suit and/or Tort Claimants in
Class 9 is limited to policy limits.

Unsecured creditors, owed $1,750,000, will receive 10 equal
payments, first commencing four months after the plan's effective
date, and every six months thereafter, until all claims have been
satisfied.

The Secured Claim of Hancock Bank, owed $1,264,351, will be
payable under a 20-year amortization with interest accruing at
6% per annum, with monthly payments of $10,542.  Monthly payments
will commence on the 20th of the month immediately after the
plan's effective date.  On the 60th month after the effective
date, the loan will mature and will be due and payable in full.
The adequate protection payments presently being made under order
of the Court will cease on the effective date.

                      About DK Aggregates LLC

Pearlington, Mississippi-based DK Aggregates LLC was formed in
2003.  The managing member is Murray J. Moran.  The members and
their respective interests are: Murray J. Moran ? 57.5%; Murray
Lucas Moran ? 22.5%; Richard Anthony ? 10%; and Donald Rafferty ?
10%.

The Company was formed for the purposed of acquiring the 1,700
acre tract of land that the Debtor presently owns in Hancock
County, Mississippi, for the purpose of engaging in sand and
gravel mining operations.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Miss. Case No. 10-51823) on Aug. 9, 2010.  Robert Alan Byrd,
Esq., at Byrd & Wiser, in Biloxi, Mississippi, assists the Debtor
in its restructuring effort.  H. Kenneth Lefoldt, Jr., of Lefoldt
& Company P.A. serves as accountant.  In its amended schedules,
the Debtor disclosed $18,529,695 in assets and $7,114,925 in
liabilities as of the Petition Date.


EASTMAN KODAK: FMR LLC Discloses 3.9% Equity Stake
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they beneficially own 11,013,712 shares of common stock of
Eastman Kodak Co. representing 3.984% of the shares outstanding.
As previously reported by the TCR on May 13, 2011, FMR LLC
disclosed beneficial ownership of 30,893,609 shares or 10.651%
equity stake.  A full-text copy of the amended Schedule 13D is
available for free at http://is.gd/OjU3WQ

                        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.

Kodak'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.

Kodak had sales of $7.2 billion last year. Sales declined by 24
percent since 2008. The net loss last year was $687 million.
During the first nine month of this year, the net loss was
$647 million on sales of $4.27 billion.

In July 2011, the Company announced that it is exploring strategic
alternatives, including a potential sale, related to its digital
imaging patent portfolios.  Kodak has hired Jones as legal adviser
and investment bank Lazard Ltd., but denied rumors it is filing
for bankruptcy.   It also has enlisted FTI Consulting Inc.

A group of Kodak's bondholders have formed an informal committee
and hired law firm Akin Gump Strauss Hauer & Feld LLP for advise.

                           *    *     *

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

Moody's Investors Service said in a report Nov. 7, 2011, that
Kodak will run out of cash in the U.S. around the second or third
quarters of 2012.


EASTMAN KODAK: BlackRock Discloses 4.8% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that it
beneficially owns 12,914,581 shares of common stock of Eastman
Kodak Co. representing 4.80% of the shares outstanding.  As
previously reported by the TCR on Feb. 11, 2011, BlackRock
disclosed beneficial ownership of 17,655,574 shares of $6.57%
equity stake.  A full-text copy of the amended Schedule 13G is
available for free at http://is.gd/OSVs8r

                        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.

Kodak'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.

Kodak had sales of $7.2 billion last year. Sales declined by 24
percent since 2008. The net loss last year was $687 million.
During the first nine month of this year, the net loss was
$647 million on sales of $4.27 billion.

In July 2011, the Company announced that it is exploring strategic
alternatives, including a potential sale, related to its digital
imaging patent portfolios.  Kodak has hired Jones as legal adviser
and investment bank Lazard Ltd., but denied rumors it is filing
for bankruptcy.   It also has enlisted FTI Consulting Inc.

A group of Kodak's bondholders have formed an informal committee
and hired law firm Akin Gump Strauss Hauer & Feld LLP for advise.

                           *    *     *

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

Moody's Investors Service said in a report Nov. 7, 2011, that
Kodak will run out of cash in the U.S. around the second or third
quarters of 2012.


EVERGREEN SOLAR: Submits Summary of Bids Made at Nov. 7 Auction
---------------------------------------------------------------
As reported in the TCR on Aug. 16, 2011, in conjunction with the
Chapter 11 filing of Evergreen Solar, Inc., the Company entered
into a Restructuring Support Agreement with certain holders of its
13% Convertible Senior Secured Notes due 2015.  Pursuant to the
Support Agreement, the Supporting Noteholders agreed, subject to
certain terms and conditions, to implement a restructuring to be
effected through one or more sales of certain of the Company's
assets pursuant to Section 363 of the Bankruptcy Code in
connection with the Debtor's bankruptcy case.

In connection with the 363 Asset Sales, the Company undertook a
marketing process and permitted parties to bid on its assets, with
the Supporting Noteholders serving as a "stalking-horse" and
providing a "credit-bid" pursuant to section 363(k) of the
Bankruptcy Code for the assets being sold.  On Nov. 7, 2011, in
connection with the 363 Asset Sales, the Company held an auction
for certain of its assets.

On Nov. 3, 2011, the Company entered into amended and restated
confidentiality agreements (the "Amended and Restated
Confidentiality Agreements") with certain Supporting Noteholders,
which expire upon the public disclosure of certain confidential
information that has been provided to the Supporting Noteholders
and, upon termination, require certain confidential information,
including, but not limited to, information pertaining to the bids
received in connection with the 363 Asset Sales and a supplemental
final budget with respect to the Company's cash collateral order,
to be to disclosed to the public via a Current Report on Form 8-K.
In connection with the marketing process and the auction, the
Company provided the Supporting Noteholders with certain
confidential information about the Company, which may be deemed
material.  On Nov. 9, 2011, the Company filed certain information
with the U.S. Bankruptcy Court for the District of Delaware,
which, as a result, pursuant to the terms of the Amended and
Restated Confidentiality Agreements, requires that the Company
disclose to the public via a Current Report on Form 8-K certain
information provided to the Supporting Noteholders.  This Form 8-K
contains any material non-public information provided to the
Supporting Noteholders as required by the Amended and Restated
Confidentiality Agreements, along with any such additional
information provided to the Supporting Noteholders and requiring
disclosure pursuant to the terms of the Amended and Restated
Confidentiality Agreements.

A copy of a summary approved by the Company setting forth the
material terms of all qualifying bids submitted to the Company in
connection with the 363 Asset Sales process (on a "no names"
basis) is available for free at http://is.gd/e4Wtq3

A copy of a summary approved by the Company of any changes to the
material terms of any such bids at the auction (on a "no names"
basis) is available for free at http://is.gd/El8Xyl

                      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.


EVERGREEN SOLAR: Delays Filing of Form 10-Q for 3rd Quarter
-----------------------------------------------------------
Evergreen Solar, Inc., discloses that it is unable to file its
quarterly report on Form 10-Q for the fiscal quarter ended Oct. 1,
2011, within the prescribed time period.

The Company says that the efforts associated with the bankruptcy
case have caused a delay in the ability of the Company to close
its books and records, finalize its operating results and prepare
its financial statements for the quarter ended Oct. 1, 2011.

The Company has also not filed its quarterly report for the fiscal
quarter ended July 2, 2011.

Due to adverse business conditions, the inability to restructure
the Company's outstanding debt, the commencement of the bankruptcy
case and other circumstances, the Company anticipates that there
will be a significant adverse change in the Company's results of
operations for its fiscal quarter ended Oct. 1, 2011, compared
with the Company's results of operations for its fiscal quarter
ended Oct. 2, 2010.

                      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.


EVERGREEN SOLAR: Judge Clears Firm to Sell Assets for $34.5MM
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Evergreen Solar Inc.
Thursday won bankruptcy court approval of $34.5 million worth of
sales, product of Chapter 11 auctions that will put its wide-wafer
technology into the hands of a Hong Kong joint venture.

                      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.


EVERGREEN SOLAR: Wins OK to Sell Assets for $35 Million
-------------------------------------------------------
Evergreen Solar Inc. Thursday won bankruptcy court approval of
$34.5 million worth of sales, product of Chapter 11 auctions that
will put its wide-wafer technology into the hands of a Hong Kong
joint venture.

Lance Duroni at Bankruptcy Law360 reports that Evergreen Solar
Inc. won the judge's blessing to sell the bulk of its assets to
three separate bidders for a combined $34.5 million, but failed to
secure continued employment for its remaining workers.

Law360 relates that U.S. Bankruptcy Judge Mary F. Walrath signed
off on the sales at a court hearing, following an auction on
Nov. 8 and 9, 2011.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
developed, manufactured and marketed String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology used
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 marketed and sold assets 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 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.


EQUIPMENT FINDERS: Suit v. Insurers Stays in Bankruptcy Court
-------------------------------------------------------------
Bankruptcy Judge Kevin H. Sharp denied the defendants' motions for
withdrawal of reference of the adversary proceeding captioned as,
EQUIPMENT FINDERS, INC. OF TENNESSEE, FIREMAN'S FUND INSURANCE
COMPANY and COMMERCIAL INSURANCE ASSOCIATES, LLC, Adv. Proc. No.
11-00252, No. 3:11-0817 (Bankr. M.D. Tenn.).

In a Nov. 10, 2011 Memorandum available at http://is.gd/wf1geJ
from Leagle.com, Judge Sharp held that allowing the Bankruptcy
Court to conduct all necessary pretrial matters is an appropriate
allocation of judicial resources, particularly given the
Bankruptcy Court's superior knowledge of the adversary proceeding.

After EFI emerged from bankruptcy as a "reorganized company" in
2010, it filed suit against Defendants invoking the Bankruptcy
Court's "related to" jurisdiction under 11 U.S.C. Sec. 1334(b),
and seeking damages allegedly arising from breach of an insurance
policy issued by Fireman's Fund, and from Commercial's conduct in
procuring the policy.  EFI asserts common law claims against
Fireman's Fund for breach of contract, reformation, as well as
statutory claims under the Tennessee Consumer Protection Act and
the Tennessee Bad Faith statute.  The Complaint also asserts
common law claims against Commercial for negligence, negligent
misrepresentation, breach of fiduciary duty, and a statutory claim
for violation of the Tennessee Consumer Protection Act.  Each
claim against Fireman's Fund and Commercial is based on state law,
and not on any provisions of the Bankruptcy Code or other
bankruptcy statutes or case law.

For its part, EFI places its Complaint against Defendants in the
context of the bankruptcy proceedings.  EFI claims that on May 2,
2010 -- and during administration of the bankruptcy -- flooding of
the Cumberland River in Nashville, Tenn., caused roughly $2.5
million in damage to EFI's rental fleet. Nevertheless, on May 28,
2010, EFI proposed a plan of reorganization, which was amended and
restated on Aug. 3, 2010, and amended again prior to the
confirmation hearing on Oct. 12, 2010.

According to EFI, central to the Amended Plan is EFI's ability to
use insurance proceeds to replace damaged equipment and, in fact,
at the confirmation hearing, EFI's president testified about the
damage caused by the flood, and the importance of the substitution
of collateral upon the payment of insurance proceeds. The Amended
Plan also provides that the Bankruptcy "Court shall retain
jurisdiction to the extent allowed by law" over EFI's claim to
recover assets.

The parties have demanded a jury trial in relation to the claims
set forth in the Complaint, and Fireman's Fund has made clear that
it will not consent to a jury trial before the Bankruptcy Court.
Additionally, Fireman's Fund has moved to dismiss the Complaint in
the Bankruptcy Court for lack of subject matter jurisdiction.

                       About Equipment Finders

Nashville, Tennessee-based Equipment Finders, Inc. of Tennessee
leases construction equipment to contractors.  EFI filed a
voluntary Chapter 11 petition (Bankr. M.D. Tenn. Case No.
09-10426) on Sept. 11, 2009.  William L. Norton III, Esq., at
Bradley Arant Boult Cummings LLP, represents the Debtor in its
restructuring effort.  In its petition, the Debtor estimated
assets and debts from $10 million to $50 million.


FILENE'S BASEMENT: Shareholders May Get Official Committee
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that federal bankruptcy monitors
are scouting for shareholders willing to serve on an official
committee representing equity stakeholders in the bankruptcy
liquidation of cut-rate clothiers Filene's Basement and Syms.

                    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
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.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represented the Debtors in their
restructuring effort.  Epiq Bankruptcy Solutions serves as claims
and notice agent.  The Debtors listed $50 million to $100 million
in assets and $100 million to $500 million in debts.

The Debtor is now formally named FB Liquidating Estate, following
the sale of all of its assets to Syms Corp. in June 2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.


FIRST MARINER: Common Stock Delisted from NASDAQ
------------------------------------------------
Amy Horton, associate general counsel of NASDAQ Stock Market LLC,
notified the U.S. Securities and Exchange Commission regarding the
removal from listing or registration of First Mariner Bancorp's
common stock on NASDAQ.

                      About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

As reported in the TCR on April 4, 2011, Stegman & Company, in
Baltimore, expressed substantial doubt about First Mariner
Bancorp's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and has a limited capital
base.

The Company's balance sheet at Sept. 30, 2011, showed
$1.19 billion in total assets, $1.21 billion in total liabilities
and a $21.57 million total stockholders' deficit.

                        Bankruptcy Warning

As of June 30, 2011, First Mariner Bank's and the Company's
capital levels were not sufficient to achieve compliance with the
higher capital requirements they were required to meet by June 30,
2010.  The failure to maintain these capital requirements could
result in further action by their regulators.

On Sept. 18, 2009, the Bank entered into an Agreement with the
Federal Deposit Insurance Corporation and the Commissioner of
Financial Regulation for the state of Maryland, pursuant to which
it consented to the entry of an Order to Cease and Desist, which
directs the Bank to (i) increase its capitalization, (ii) improve
earnings, (iii) reduce nonperforming loans, (iv) strengthen
management policies and practices, and (v) reduce reliance on
noncore funding.  The September Order required the Bank to adopt a
plan to achieve and maintain a Tier I leverage capital ratio of at
least 7.5% and a total risk-based capital ratio of at least 11% by
June 30, 2010.  We did not meet the requirements at June 30, 2010,
December 31, 2010, or June 30, 2011.  The failure to achieve these
capital requirements could result in further action by its
regulators.

First Mariner currently does not have any capital available to
invest in the Bank and any further increases to the Company's
allowance for loan losses and operating losses would negatively
impact the Company's capital levels and make it more difficult to
achieve the capital levels directed by the FDIC and the
Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
if the Company's revised capital plan is not approved or if the
Company is not granted a waiver of those requirements, the FDIC
and the Commissioner could take additional enforcement action
against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct the Company to seek a merger partner
or possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, the Company does not
believe that there would be assets available to holders of the
capital stock of the Company.


FLORIDA YMCA: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
clubindustry.com reports that the North Central Florida YMCA,
which operates three facilities in Gainesville, Florida, has filed
for Chapter 11 reorganization.

The report says the financial statements published on the
Company's Web site showed that it has been operating at a loss for
several years.  The report, citing a story in The Gainesville Sun
newspaper, says the Company's revenue before expenses dropped from
$5.8 million in 2006 to around $3.2 million in 2009.  The
Gainesville Sun also reported that the Company in the last few
years has closed facilities, stopped construction on a new
facility, fired its chief executive and chief financial officers
and once failed to meet payroll.

clubindustry.com relates the YMCA cited the recent recession for
its current financial problems.

"Like so many businesses and organizations in our area, the North
Central Florida YMCA has been adversely affected by the economic
recession," the YMCA said in a statement, according to
clubindustry.com.  "Declines in membership and donations over the
past few years have presented financial challenges, but we believe
the action we have taken today is an important first step in
restoring our Y's operational and fiscal health."

The YMCA said the filing would not affect the facilities' daily
operations or service to members.

North Central Florida YMCA -- http://www.ncfymca.org/-- provides
programs for families, youth, adults, and senior citizens.


FPD LLC: Court to Consider Case Dismissal Plea on Dec. 8
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland will
convene a hearing on Dec. 8, 2011, at 10:00 a.m., to consider FPD
LLC, et al.'s motion to dismiss their Chapter 11 case.

As reported in the Troubled Company Reporter on Oct. 7, 2011, NC
Development, LLC, Shadow Brook Farm, LLC, and 7800 Philadelphia
Road, LLC, ask the Court to dismiss their Chapter 11 cases because
no asset remains for distribution.  The Moving Debtors filed their
voluntary bankruptcy petitions on Feb. 25, 2011.

The Debtors related that Wells Fargo and the Official Committee of
Unsecured Creditors advised the Debtors that they will consent to
the dismissal of these cases.  M&T Bank has approved in principle
the terms and conditions of the dismissal of these cases.  Wells
Fargo's approval is conditioned on M&T Bank accepting the same
terms.  The Committee, Wells Fargo and M&T Bank together represent
the parties with economic interests at stake in these cases.

Upon entry of the dismissal order, the Debtors agreed to pay the
sum of $120,000 to Tydings & Rosenberg, counsel for the Committee,
from cash that will be generated from the Debtors' sale of its
remaining personal property and an unencumbered lot of de minimus
value.  The Remaining Property excludes the M&T Collateral and
consists of motor vehicles, office furnishings and equipment.  The
source of the Unsecured Creditors' Fund will include the Debtors'
projected cash on hand, which is estimated to be approximately
$45,000, well as from the purchase by insiders of the Debtors'
Remaining Property, for the prices which total approximately
$75,000.

The Debtor added that although Wells Fargo and M&T Bank are
entitled to assert postpetition liens or superpriority claims on
or against the Remaining Property, pursuant to their respective
cash collateral orders, each of them has agreed, conditioned on
the agreement of the other, to waive the right to any distribution
on their postpetition liens, on their superpriority administrative
claims, well as on their very substantial unsecured deficiency
claims, for the benefit of the general unsecured creditors, to
permit the Unsecured Creditors' Fund to be distributed to the
other general unsecured creditors, recognizing that the inclusion
of their unsecured deficiency claims would so significantly dilute
the distribution to make it too insignificant to undertake.

                         About FPD, LLC

Prince Frederick, Maryland-based FPD, LLC, is a land development
company formed to acquire and develop property in Calvert County,
Maryland.  FPD owns a community known as Oaktree Landing in Prince
Frederick, Maryland.  The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. D. Md. Case No. 10-30424) on Sept. 3, 2010.  G.
David Dean, II, Esq., Gary H. Leibowitz, Esq., and Irving Edward
Walker, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in
Baltimore, assist the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $1 million to $10
million.

Alan M. Grochal, Esq., Christopher David Heagy, Esq., Maria Ellena
Chavez-Ruark, Esq., and Stephen M. Goldberg, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, represent the official committee of
unsecured creditors.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.

As reported in the TCR on Feb. 9, 2011, the Hon. Paul Mannes of
the U.S. Bankruptcy Court for the District of Maryland extended
FPD, LLC, et al.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until April 4, 2011,
and May 31, respectively.


FNB UNITED: Files Form 10-Q, Incurs $13.9 Million Q3 Net Loss
-------------------------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $13.93 million on $13.35 million of total interest income for
the three months ended Sept. 30, 2011, compared with a net loss of
$54.84 million on $19.30 million of total interest income for the
same period a year ago.

The Company also reported a net loss of $106.61 million on
$44.01 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $83.34 million on
$64.40 million of total interest income for the same period during
the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.64 billion in total assets, $1.77 billion in total liabilities,
and a $129.93 million total shareholders' deficit.

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

                         http://is.gd/563K9f

                          About FNB United

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

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

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

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

                       Bankruptcy Warning

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

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


FREEZE LLC: Files Schedules of Assets and Liabilities
-----------------------------------------------------
On Freeze, LLC, and certain of its affiliates have filed their
respective schedules of assets and liabilities with the U.S.
Bankruptcy Court for the District of Delaware.

Freeze, LLC's schedules disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------     -----------
  A. Real Property                        $0
  B. Personal Property           $51,935,231
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                    $51,935,231               $0

A copy of Freeze, LLC's schedules is available for free at:

            http://bankrupt.com/misc/freezellc.SAL.pdf

Freeze Holdings, LP's schedules disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                             $0               $0

A copy of Freeze Holdings, LP's schedules is available for free
at http://bankrupt.com/misc/freezeholdings.SAL.pdf

Freeze Group Holdings Corp.'s schedules disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $51,935,231
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                             $0      $51,935,231

Freeze Operations Holdings Corp.'s schedules disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $36,397,109
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                             $0      $36,397,109

A copy of Freeze Operations Holdings Corp.'s schedules is
available for free at:

    http://bankrupt.com/misc/freezeoperationsholdings.SAL.pdf

                         About Freeze LLC

Freeze, LLC, dba Sun Freeze, LLC, and its affilaites -- Freeze
Holdings, LP, Freeze Group Holdings Corp., Freeze Operations
Holdings Corp. -- filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case Nos. 11-13304 to 11-13306) on Oct. 14, 2011, in
Delaware, Laura Davis Jones, Esq. at Pachulski Stang Ziehl & Jones
LLP in Wilmington, Delaware serves as counsel to the Debtors.

Freeze, LLCC posted assets of $100,000,000 and liabilities of
$50,000,000.  The petitions were signed by Steven C. Sanchioni,
authorized officer.


FREMONT GENERAL: Pension Fund Seeks 9th Cir. Review of D&O Suit
---------------------------------------------------------------
Zach Winnick at Bankruptcy Law360 reports that an attorney for the
New York State Teachers' Retirement System urged the Ninth Circuit
on Thursday to revive a putative securities class action against
former executives at bankrupt subprime lender Fremont General
Corp., saying the case shouldn't have been dismissed for failure
to adequately plead violations.

"In direct contrast to the defendants' statements, Fremont was one
of the country's most deliberately reckless subprime lenders,"
said the plaintiffs' attorney Salvatore Graziano on Thursday.

                       About Fremont General

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
Sept. 30, 2007.  Fremont General ceased being a financial services
holding company on July 25, 2008, when its wholly owned bank
subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

The Insurance Commissioner commenced an involuntary liquidation
proceeding against Fremont Indemnity in June 2003.  Fremont
Indemnity was declared insolvent and the Commissioner was
appointed its liquidator in June 2003, and Mr. Faigin ceased
acting as counsel for Fremont Indemnity at that time.  The court
issued an order in July 2003 prohibiting Fremont Indemnity, its
officers, directors, agents, and employees from disposing of or
transferring the assets of Fremont Indemnity.  The order also
directed Fremont Indemnity, its officers, directors, agents, and
employees to deliver immediately to the Commissioner all assets
and records of Fremont Indemnity in their custody or control and
to disclose to the Commissioner the whereabouts of all assets and
records not in their custody or control. In addition, the order
directed all of Fremont Indemnity's affiliates to cooperate with
the Commissioner in the performance of his duties and to turn over
to the Commissioner all records of Fremont Indemnity's assets.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represented the Debtor as counsel.
Kurtzman Carson Consultants LLC was the Debtor's noticing agent
and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represented the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.

Fremont General emerged from bankruptcy and filed Amended and
Restated Articles of Incorporation with the Secretary of State of
Nevada on June 11, 2010, which, among other things, changed the
Debtor's name to Signature Group Holdings, Inc.

Signature's plan of reorganization became effective on June 11,
2010.  The name change also took effect as of that date.


FRIENDLY ICE CREAM: Section 341(a) Meeting Rescheduled to Nov. 21
-----------------------------------------------------------------
The U.S. Trustee for Region 3 has rescheduled the meeting of
creditors of Friendly Ice Cream Corp. set for Oct. 3, 2011, at
9:00 a.m. to Nov. 21 at 9:00 a.m.  The meeting will be held at RM
2612, 725 S Figueroa St., Los Angeles, California.

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

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

                     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.


GATEWAY HOTEL: Wants Sierra Consulting as Interest Rate Expert
--------------------------------------------------------------
Pursuant to Section 327 of the Bankruptcy Code, Gateway Hotel LLC
seeks to employ Sierra Consulting Group, LLC as its interest rate
expert.

The Debtor has an ongoing and immediate need for an interest rate
expert in connection with confirmation of the Plan, according to
Kyle S. Hirsch, Esq., at Bryan Cave LLP, in Phoenix, Arizona.  He
believes that Sierra Consulting holds or represents no interest
adverse to the debtor or its estate and that Sierra is a
disinterested person as the term is defined in Section 101(14) of
the Bankruptcy Code.

The current customary hourly rates, subject to periodic
adjustments, charged by Sierra Consulting are:

          Principals, Managing Directors     $345
          Directors                          $295
          Senior Associates                  $245
          Associates                         $195
          Paraprofessionals                   $95

Sierra Consulting will also seek reimbursement for its reasonable
and necessary expenses incurred in connection with its engagement.

The Debtor filed an amended application, among others (i) reducing
the retainer to be paid to Sierra Consulting from $20,000 to
$10,000, to be held by Sierra as security for payment but not
applied to any fees or costs incurred pending further Court order;
(ii) the retainer is to be paid on the Debtor's behalf by one or
more third parties, which will then hold a claim against the
estate in the amount of the retainer and which claim will be fully
subordinated to the allowed claims of all creditors in the
Debtor's bankruptcy case; and (iii) the Debtor and Sierra
Consulting expressly acknowledge that all fees and costs incurred
by Sierra will be subject to review and approval of the Court.

The Honorable James M. Marlar had denied the original application.

                        About Gateway Hotel

Phoenix, Arizona-based Gateway Hotel, LLC -- aka Hilton Garden Inn
and Hilton Garden Inn Phoenix Airport North -- is primarily
engaged in the hotel and restaurant business.  It filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-
08302) on March 29, 2011.  Robert J. Miller, Esq., Bryce A.
Suzuki, Esq., Kyle S. Hirsch, Esq., at Bryan Cave LLP, serve as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Affiliate Windsor Commercial Construction, LLC, filed a separate
Chapter 11 petition (Bankr. D. Ariz. Case No. 09-25724) on Oct.
13, 2009 .


GATEWAY METRO: Court OKs Skeehan & Company as Accountant
--------------------------------------------------------
Gateway Metro Center, LLC, sought and obtained permission from the
U.S. Bankruptcy Court for the Central District of California for
permission to employ Skeehan & Company, a professional corporation
as its accountant.

Skeehan will provide accounting and tax preparation services to
the Debtor including:

   1. monthly closing of books, reconciliation of accounts,
   journal entries and financial statement preparation;

   2. preparation of annual tax returns, including k-1 schedules
   for each of the members of the Debtor; and

   3. monthly management meeting with Joseph Skeehan to review all
   financial statements.

Prepetition, Skeehan has received compensation of $3,600 for
quarterly accounting services, $2,750 for annual tax preparation
services and $2,000 for site visits.  Skeehan has not received any
retainer for its services in the case.

Pursuant to the Fixed Price Agreement, the Debtor agrees to pay
Skeehan these fixed fees:

   1) $900 per quarter for accounting services, with the first
   payment due at the end of October and continuing each quarter
   until final disposition of the chapter 11 case;

   2) $2,750 for annual tax preparation services; and

   3) $1,100 per bi-annual site visit to the Debtor's property
   manager in connection with tax preparation services.

The Fixed Price Agreement also includes ongoing access to Skeehan
for accounting, tax and business advice and unlimited consultation
and phone and fax support regarding accounting assistance.  In the
event the Debtor requires accounting or tax services beyond the
scope of the Fixed Price Agreement, including, for instance,
services related to a tax audit, Skeehan has agreed to perform
additional work at a mutually agreed upon price before the service
is provided.  To the extent the additional fees exceed $750 for
any individual service or $2500 per quarter in the aggregate, the
Debtor will file with the Bankruptcy Court written notice of the
proposed additional fees.

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

                    About Gateway Metro Center

Gateway Metro Center LLC, owner of an 11-story Gateway Metro
Center office building in Pasadena, California, filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 11-47919) on Sept. 6, 2011.
Judge Barry Russell presides over the case.  Howard J. Weg, Esq.,
and Lorie A. Ball, Esq. -- hweg@pwkllp.com and lball@pwkllp.com --
at Peitzman, Weg & Kempinsky LLP, in Los Angeles, California,
represent the Debtors.  In its schedules, the Debtor disclosed
$32,570,485 in assets and $22,338,135 in debts.  The petition was
signed by John F. Pipia, its president.

FTI Consulting, Inc. is the financial advisors.  Colliers
International, Inc. acts as leasing broker.  Peitzman,
Weg & Kempinsky LLP acts as bankruptcy counsel.


GATEWAY METRO: Court Okays PWK as Bankruptcy Counsel
----------------------------------------------------
Gateway Metro Center LLC sought and obtained permission from the
U.S. Bankruptcy Court for the Central District of California to
employ Peitzman, Weg & Kempinsky LLP as bankruptcy counsel.

Upon retention, the firm will, among other things:

   a. advise and counsel the Debtor regarding matters of
      bankruptcy law;

   b. represent the Debtor regarding its legal rights and
      responsibilities under the Bankruptcy Code and the FRBP, the
      LBR, the United States Trustee Notices and Guides,
      and to assist the Debtor in the administration of its
      bankruptcy estate; and

   c. advise and assist the Debtor with respect to negotiating,
      structuring, obtaining Court approval of, and consummating a
      sale of the Debtor's assets.

The firm's rates are:

           Professional                  2011 Rates
           ------------                  ----------
         Howard J. Weg, Partner            $725
         Louis E. Kempinsky, Partner       $695
         David B. Shemano, Partner         $625
         James P. Menton, Partner          $595
         Scott F. Gautier, Partner         $625
         Jennifer W. Leland, Associate     $495
         John Keith, Associate             $395
         Lorie Ball, Associate             $375
         Monsi Morales, Associate          $325
         Lauren Gans, Associate            $325
         Thor McLaughlin, Associate        $275
         Kathryn F. Russo, Associate       $250
         Lawrence Peitzman, Of Counsel     $725
         Arnold M. Quittner, Of Counsel    $725
         Paralegals                        $195

Howard J. Weg -- hweg@pwkllp.com -- managing partner of Peitzman,
Weg & Kempinsky LLP, attests that the firm is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code.

                    About Gateway Metro Center

Gateway Metro Center LLC, owner of an 11-story Gateway Metro
Center office building in Pasadena, California, filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 11-47919) on Sept. 6, 2011.
Judge Barry Russell presides over the case.  In its schedules, the
Debtor disclosed $32,570,485 in assets and $22,338,135 in debts.
The petition was signed by John F. Pipia, its president.

Howard J. Weg, Esq., and Lorie A. Ball, Esq. -- hweg@pwkllp.com
and lball@pwkllp.com -- at Peitzman, Weg & Kempinsky LLP, in Los
Angeles, California, represent the Debtors.  FTI Consulting, Inc.
is the financial advisors.  Colliers International, Inc., acts as
leasing broker.


GATEWAY METRO: Court FTI Consulting as Financial Advisors
---------------------------------------------------------
Gateway Metro Center LLC sought and obtained permission from the
U.S. Bankruptcy Court for the Central District of California for
permission to employ FTI Consulting, Inc., together with its
wholly-owned subsidiaries, agents and independent contractors as
financial advisors.

FTI Consulting will, among other things:

   -- assist with information and analyses required pursuant to
   the Debtor's proposed debtor-in-possession financing including
   preparation for hearings regarding the use of cash collateral
   and DIP financing;

   -- assist with the identification and implementation of short-
   term cash management procedures; and

   -- assist with the identification of executory contracts and
   leases and performance of cost/benefit evaluations with
   respect to the affirmation or rejection of each.

FTI received a prepetition retainer of $46,672.  In addition, as
of Sept. 6, 2011, the date on which the Debtor filed its
bankruptcy petition, FTI had rendered and been paid for financial
advisory services and incurred expenses in connection with the
Debtor in the amount of $120,874.  FTI is informed that a portion
of the retainer and prepetition amounts paid were advanced to the
Debtor by Flying Tigers, LLC, an affiliate of the Debtor.  The
funds were advanced as a loan by Flying Tigers to the Debtor, and
FTI does not have any client relationship with Flying Tigers.

The Debtor related that FTI has agreed to reduce its hourly rate
to a maximum of $725 per hour through the end of 2011.  The hourly
rates of FTI's personnel are:

         Senior Managing Directors            $780 - $895
         Directors and Managing Directors     $560 - $745
         Consultants and Senior Consultants   $280 - $530
         Administrative and Paraprofessionals $115 - $230

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

                     About Gateway Metro Center

Gateway Metro Center LLC, owner of an 11-story Gateway Metro
Center office building in Pasadena, California, filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 11-47919) on Sept. 6, 2011.
Judge Barry Russell presides over the case.  Howard J. Weg, Esq.,
and Lorie A. Ball, Esq. -- hweg@pwkllp.com and lball@pwkllp.com --
at Peitzman, Weg & Kempinsky LLP, in Los Angeles, California,
represent the Debtors.  In its schedules, the Debtor disclosed
$32,570,485 in assets and $22,338,135 in debts.  The petition was
signed by John F. Pipia, its president.

Colliers International, Inc. acts as leasing broker.  Peitzman,
Weg & Kempinsky LLP acts as bankruptcy counsel.


GENERAL MARITIME: Delays Filing of Quarterly Report on Form 10-Q
----------------------------------------------------------------
General Maritime Corporation is engaged in ongoing discussions
with lenders and certain holders of the Company's $300 million 12%
Senior Notes which are due Nov. 15, 2017, as well as other
potential lenders, investors and strategic parties regarding
alternatives for restructuring the Company's balance sheet and
obtaining additional capital funding, which may include commencing
a voluntary proceeding to reorganize under chapter 11 of the
Bankruptcy Code.  As a result of the Company's pursuit of these
initiatives, the Company is not able to complete the preparation,
review and filing of its quarterly report on Form 10-Q for the
quarterly period ended Sept. 30, 2011, within the prescribed time
period without unreasonable effort and expense.  The Company
expects to file the Form 10-Q on or before Nov. 14, 2011.

                      About General Maritime

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

The Company reported a net loss of $216.66 million on
$387.16 million of voyage revenue for the year ended Dec. 31,
2010, compared with a net loss of $11.99 million on
$350.52 million of voyage revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.78 billion
in total assets, $1.44 billion in total liabilities, and
$339.32 million in total shareholders' equity.

Deloitte & Touche LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditor noted that the Company requires additional
financing in order to meet its debt obligations that will come due
over the next year.  In addition, the Company has current losses
from operations, a working capital deficit and the expectation
that certain of its loan covenants will not be achieved during
2011 without additional capital being raised, debt being
refinanced or covenants waived or amended.

                           *     *     *

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.

In the Sept. 6, 2011, edition of the TCR, Moody's Investors
Service lowered its probability of default rating of General
Maritime to 'Caa3' from 'Caa1' and corporate family rating to
'Caa3' from 'B3'.  The outlook is negative.

The downgrade of the ratings to Caa3 reflects GenMar's still
tightening liquidity notwithstanding the recent issuance of junior
debt capital and relaxation of the minimum liquidity covenant of
its various debt facilities.  Moody's believes that seasonal
freight rates will remain close to current levels through most of
2012, because growth in ton-mile demand is unlikely to absorb
continuing excess vessel supply.  With the majority of the
company's current time-charter out contracts expiring in the next
12 to 15 months, GenMar will face increasing exposure to the
mainly lower spot market freight rates.  Moody's expects the
company to continue to have a difficult time achieving positive
operating cash flow, which could threaten its ability to make cash
interest payments.  The resultant overreliance on its cash
balance, which stood at almost $59 million at June 30, 2011 to
meet its operating and debt service requirements, could cause it
to fall out of compliance with the minimum liquidity covenant,
which the lenders recently agreed to lower to $35 million through
Dec. 31, 2011.


GENERAL NUTRITION: Moody's Raises CFR to 'B1'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded General Nutrition Centers,
Inc.'s Corporate Family and Probability of Default ratings to B1
from B2, and its $980 million secured bank loan rating to Ba3 from
B1. GNC has an SGL-2 Speculative Grade Liquidity rating and a
stable rating outlook.

Ratings upgraded:

Corporate Family Rating to B1 from B2

Probability of Default Rating to B1 to B2

$900 million (originally $1.2 billion) term loan due 2016 to Ba3
(LGD 3, 41%) from B1 (LGD 3, 43%)

$80 million revolver expiring 2018 to Ba3 (LGD 3, 41%) from B1
(LGD 3, 43%)

RATINGS RATIONALE

The upgrade of GNC's Corporate Family Rating to B1 from B2
reflects its ongoing positive same store sales growth and earnings
improvement. For the nine months ended September 30, 2011
comparable store sales grew 9.5% despite the overall fragile U.S.
economy during that period. This revenue growth combined with the
company's ability to leverage its fixed cost structure and an
initial public offering earlier this year, have enabled GNC to
substantially reduce debt to EBITDA to 4.7 times at September 30,
2011 from 5.9 times at December 31, 2011. EBITA to interest
expense also improved to 2.4 times for the latest 12-month period
ended September 30, 2011.

"Moody's believes that the continued popularity in endurance
sports and the aging of the U.S. population are the key drivers of
the revenue improvement. Given Moody's view that these trends are
likely to continue, the new level of earnings and improved
leverage and coverage appear to be sustainable," stated Maggie
Taylor, Vice President and Senior Credit Officer.

GNC's B1 Corporate Family Rating continues to be supported by the
company's well known brand name in its target markets along with
Moody's favorable view of the vitamin, mineral, and nutritional
supplement ("VMS") category which accounts for about one-third of
GNC's consolidated revenues. This product category performed well
during the recent economic recession and it is a relatively large
market that should continue to benefit from an increasing number
of Americans over the age of 50.

Key credit concerns include GNC's sizable concentration in sports
nutrition which is a much more limited product segment with a
relatively smaller target market than the VMS product category.
Also considered is the potential risk arising from adverse
publicity and product liability claims with regard to certain
products sold by GNC, particularly diet products and herbs, two
faddish product categories that are more exposed to such product
liability risks and earnings volatility.

The stable outlook incorporates Moody's view that that GNC will
continue to benefit from an increasing number of Americans over
the age of 50, along with GNC's demonstrated ability to perform
well during a prolonged period of economic weakness. Also
considered is the reduction in the ownership level of Ares
Corporate Opportunities Fund and Ontario Teachers' Pension Plan
Board from 64% to about 47% as a result of a secondary offering of
GNC stock in October 2011. Given the reduction in ownership level
by GNC's financial sponsors, Moody's believe it is unlikely that
GNC will return to a financial policy characterized by high
leverage.

A higher rating would require that GNC achieve debt to EBITDA at
or below 4.0 times, and maintain EBITA to interest expense above
2.5 times. In addition, an upgrade would require that GNC adhere
to a financial policy that would support credit metrics remaining
at these levels. Ratings could be lowered if it appears that debt
to EBITDA will rise above 5.0 times or EBITA to interest expense
will drop below 2.25 times. Independent of any qualitative
metrics, ratings could be lowered if GNC experiences new product-
related risks that result in material obligations that negatively
impact the company's earnings and liquidity profile.

The principal methodology used in rating General Nutrition
Centers, Inc. was the Global Retail Industry Methodology published
in June 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

General Nutrition Centers, Inc., headquartered in Pittsburgh, PA,
manufactures and retails vitamins, minerals, nutritional
supplements domestically and internationally. About 75% of its
revenue is generated by about 2,800 company owned stores and
website. It also has about 2,600 franchise locations in the U.S.
and 52 countries that generate about 15% of its revenue. Total
revenues are about $2.0 billion.


GLC LIMITED: Court Confirms Ch. 11 Plan of Liquidation
------------------------------------------------------
On Oct. 29, 2011, the U.S. Bankruptcy Court for the Southern
District of Ohio entered an order confirming GLC Limited's First
Amended Chapter 11 Plan of Liquidation.

As evidenced by the Tabulation Declaration, which certifies both
the method and results of the voting, Class 2 voted to accept the
Plan pursuant to the requirements of 11 U.S.C. Sections 1124 and
1126.  Thus, at least one impaired Class of Claims has voted to
accept the Plan.

As reported in the TCR on Sept. 26, 2011, the U.S. Bankruptcy
Court for the Southern District of Ohio, on Sept. 6, 2011, entered
an order approving the adequacy of GLC Limited's Modified First
Amended Disclosure Statement, filed Sept. 1, 2011.

On Sept. 8, 2011, the Debtor filed a Modified First Amended
Disclosure Statement [Docket No. 286] with regard to the Debtor's
Modified First Amended Chapter 11 Plan of Liquidation (with
technical modifications stated on record at the disclosure
statement hearing).

The Plan is a plan of liquidation.  The Plan will be funded
through the effective collection and liquidation of the remaining
assets of the Debtor by the Plan Administrator into Cash for the
benefit of creditors of the Debtor.

The Plan designates 4 Classes of Claims and Interests:

Class 1  Secured Claims            Unimpaired. Deemed to Accept
Class 2  General Unsecured Claims  Impaired.   Entitled to Vote
Class 3  Section 510(B) Claims     Impaired.   Deemed to Reject
Class 4  Interests in the Debtor   Impaired.   Deemed to Reject

Holders of Allowed Class 1 Secured Claims, scheduled in the
aggregate amount of $255,899, will either receive (1) lump sum
payments in full; or (2) the surrender of the collateral.

Any deficiency claim will be treated as a Class 2 General
Unsecured Claim.

Holders of Allowed Class 2 General Unsecured Claim, estimated to
be approximately $27,770,456, which includes the unsecured claims
of individuals and entities who made investments in the Debtor,
will, in full and final satisfaction of their Claims, share Pro
Rata in the proceeds of the Remaining Assets after payment in full
of (i) Plan Expenses, (ii) Allowed Administrative Claims, (iii)
Allowed Priority Tax Claims, (iv) Allowed Priority Claims and (v)
Allowed Class 1 Secured Claims.

Holders of Class 3 Subordinated Claims under Section 510(b) and
(c) of the Bankruptcy Code will not receive any distribution of
account of their Claims until each holder of an Allowed Class 2
General Unsecured Claim receives payment in full plus accrued
interest.

All Class 4 Interests will be deemed canceled, and all holders of
Interests will neither receive nor retain any property under the
Plan.

A copy of the Modified First Amended Disclosure Statement {with
technical modifications) is available for free at:

       http://bankrupt.com/misc/glclimited.DS.sept82011.pdf

                        About GLC Limited

Proctorville, Ohio-based GLC Limited is a retail liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  It
distributes its goods through a network of wholesale distributors,
retail chains and discount and surplus centers.  It owns four
warehouses for its goods which are located in Proctorville and
Columbus, Ohio and Huntington, West Virginia.

GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio
Case No. 11-11090) on Feb. 28, 2011.  James R. Burritt, chief
restructuring officer, signed the Chapter 11 petition.  The Debtor
disclosed $18,231,434 in assets and $28,095,356 in liabilities as
of the Chapter 11 filing.

Ronald E. Gold, Esq., and Joseph B. Wells, Esq., at Frost Brown
Todd LLC, in Cincinnati, Ohio, serve as the Debtor's bankruptcy
counsel.  James R.Burritt is the Chief Restructuring Officer and
Leon C. Ebbert, PC, CPA, has been tapped as accountants.  The
Official Committee of Unsecured Creditors in GLC Limited's Chapter
11 bankruptcy case has tapped Morris, Manning & Martin, LLP, as
counsel.


GLOBAL CROSSING: Court Says CCT Communications Already Ended
------------------------------------------------------------
CCT Communications Inc. has moved pursuant to Rule 12(b) and (c)
of the Federal Rules of Civil Procedure to dismiss Counts 1, 2, 4
and 6 in the Second Amended Complaint filed by Global Crossing
Telecommunications, Inc.  Count 1 seeks a declaratory judgment
that Global Crossing terminated the parties' contract prior to the
petition date; Count 2 seeks, in the alternative, a declaratory
judgment that CCT cannot assume the parties' contract and that
Global Crossing is entitled to terminate it; Count 4 asserts a
claim sounding in rescission; and Count 6 seeks to recover under a
theory of unjust enrichment.  With one exception, the Motion is
denied, said Bankruptcy Judge Stuart M. Bernstein in a Nov. 10,
2011 Memorandum Decision and Order available at
http://is.gd/hYPkTKfrom Leagle.com.

The one exception is Count 2.  The judge said the Chapter 11 case
has been dismissed, and CCT cannot assume the contract under 11
U.S.C. Sec. 365.  Furthermore, to the extent Count 2 seeks a
declaration that it is entitled to immediately terminate service
to CCT, Global Service had terminated further service to CCT when
the contract term expired.  Consequently, Count 2 is dismissed as
moot.

GLOBAL CROSSING TELECOMMUNICATIONS, INC., v. CCT COMMUNICATIONS,
INC., Adv. Proc. No. 07-01942 (Bankr. S.D.N.Y.), was commenced on
July 23, 2007, and concerns disputes between the parties arising
under their contract and federal telecommunications law.

Global Crossing is represented by:

          Robert J. Rosenberg, Esq.
          James Brandt, Esq.
          John D. Castiglione, Esq.
          Elizabeth R. Marks, Esq.
          LATHAM & WATKINS LLP
          885 Third Avenue
          New York NY 10022-4834
          Tel: 212-906-1370
          Fax: 212-751-4864
          E-mail: robert.rosenberg@lw.com
                  james.brandt@lw.com
                  john.castiglione@lw.com
                  betsy.marks@lw.com

Attorneys for CCT Communications is:

          James A. Karamanis, Esq.
          BARNEY & KARAMANIS, LLP

                     About CCT Communications

CCT Communications, Inc., was a common carrier engaged in the
business of buying and reselling telecommunications services.  CCT
filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 07-10210) on
Jan. 29, 2007, represented by Arnold Mitchell, Esq., at Greene
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., at that
time.  Sanford P. Rosen, Esq., at Rosen & Associates, P.C., and
Glenn B. Manishin, Esq., at Duane Morris LLP, also represent the
Debtor.  At the time of the filing, the Debtor disclosed $774,047
in assets and debts of $1,028,249.

CCT filed a Plan of Reorganization on the last possible day --
Nov. 26, 2007 -- to do so as a small business debtor.  The Debtor
intended to fund the plan distributions, at least in part, with
the proceeds generated through adversary proceedings against
Global Crossing Telecommunications, Inc., and Zone Telecom, Inc.
The Honorable Stuart M. Bernstein conducted a two-day evidentiary
hearing, and concluded that CCT is judicially estopped from taking
the position that it is not a small business debtor.  Chief Judge
Bernstein ruled that the case will be dismissed, but the Court
will retain jurisdiction over the adversary proceeding between CCT
and Global Crossing as well as any fee applications by Court-
appointed professionals.

                       About Global Crossing

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

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

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

                          *     *     *

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


GLOBAL CROSSING: Southeastern Asset Does Not Own Common Shares
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Southeastern Asset Management, Inc., and
Mason Hawkins disclosed that they do not own any shares of common
stock of Global Crossing Limited.  As previously reported by the
TCR on July 12, 2011, Southeastern Asset disclosed beneficial
ownership of 7,414,311 shares or 12.1% equity stake.  A full-text
copy of the amended Schedule 13D is available for free at:

                        http://is.gd/L6fJVe

                       About Global Crossing

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

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

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

                          *     *     *

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


GMX RESOURCES: Moody's Cuts Rating on Sr. Notes Due 2019 to Caa3
----------------------------------------------------------------
Moody's downgraded the rating of GMR Resources Inc.'s (GMXR)
senior notes due 2019 to Caa3 from Caa2, the Corporate Family
Rating (CFR) to Caa3 from Caa1, the Probability of Default (PDR)
rating to Ca from Caa1, and the Speculative Grade Liquidity (SGL)
rating to SGL-4 from SGL-3. The outlook is negative.

RATINGS RATIONALE

The downgrade of GMX's PDR and note ratings reflect the company's
announcement that greater than 50% of the holders of the notes due
2019 have accepted a proposed exchange offer, which Moody's views
as a distressed exchange. The lowering of the CFR and SGL ratings
reflects Moody's expectation of potential liquidity issues through
the first quarter of 2013, as well as elevated leverage following
the issuance of at least $100 million of proposed secured notes
under the exchange offer and a proposed $55 million volumetric
production payment (VPP), both of which the company expects to be
executed before the end of 2011. Moody's treats VPPs as debt in
Moody's leverage calculations. The negative outlook reflects the
potential for the CFR and note ratings to be lowered if liquidity
deteriorates further.

The SGL-4 liquidity rating reflects weak liquidity. Moody's
expects GMX to have very high negative free cash flow, with
planned capital expenditures of $94 to $131 million for 2012
expected to exceed cash flow by between approximately $80 and $120
million based on the company's estimated 2012 cash flow. If the
company is successful in completing its planned VPP and $17
million hedge monetization, there should be sufficient liquidity
to fund the company's $94 million base case capital expenditure
plan for 2012. If neither of these transactions are completed,
Moody's believes there would only be sufficient liquidity to fund
capital spending through the first quarter of 2012. Additional
liquidity may be raised during 2012 if GMX is able to sell a
portion of its Niobrara assets as planned. However, the company
will face refinancing risk in the first quarter of 2013, when
Moody's believes liquidity will be insufficient to fund negative
free cash flow and to retire the $72.75 million of convertible
notes maturing that quarter.

The terms of the proposed secured notes are expected to allow for
the issuance of up to $10 million of additional debt with no
specific conditions or limitations. In addition to the $10
million, debt used to refinance either tranche of convertible
notes would also be allowed. Any new debt which does not fall into
these two categories would be subject to a 2.5x consolidated
coverage ratio test (which Moody's believes GMX would be highly
unlikely to meet). Any debt issued would also be required to rank
junior to the proposed secured notes. The terms of the proposed
notes do permit certain asset sales, which could potentially
provide additional liquidity. Upon completion of the December
notes issuance, the credit facility will be terminated and GMX
will not have any financial covenants.

The CFR could be downgraded if liquidity deteriorates, which is
most likely to happen if the company is unable to complete its VPP
and hedge monetization during the fourth quarter of 2011. The
ratings could be upgraded if liquidity improves significantly with
greater cash coverage of interest expense and capital expenditures
due to cash proceeds from asset sales.

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

GMX Resources Inc. is an independent exploration and production
company headquartered in Oklahoma City, OK.


GOURMET EXPRESS: Groupwell Lawsuit Goes to Trial
------------------------------------------------
GROUPWELL INTERNATIONAL (HK) LIMITED, v. GOURMET EXPRESS, LLC,
Civil Action No. 4:09-CV-00094-JHM (W.D. Ky.), arises out of a
contract dispute between Groupwell, a seller of frozen seafood and
vegetables, and Gourmet, a manufacturer of frozen dinners.
Groupwell sued Gourmet alleging breach of contract.  Gourmet
counterclaimed against Groupwell alleging that Groupwell, along
with two former Gourmet executives, Robert Scully and Kevin
Scully, conspired to overcharge Gourmet for its products through
the use of fraudulent invoices.  The Scullys would then approve
the fraudulent invoices and cause Gourmet to pay the invoices.
The overcharge that was received by Groupwell was then
redistributed in the form of a kickback to the Scullys and members
of their families.

Similar claims were alleged against the Scullys in an earlier
lawsuit by Ken Sliz.  Mr. Sliz and the Scullys were part owners of
Gourmet in 2007 when the Scullys and Gourmet filed suit against
Mr. Sliz in Bexar County, Texas District Court.  Mr. Sliz answered
the complaint and counterclaimed, individually and derivatively on
behalf of Gourmet, alleging that the Scullys were part of a
fraudulent invoice self-dealing scheme involving Siam Star
Seafood, N&D International business Consultants, Ltd., N&DD, and
Groupwell International (HK) Limited.  While the counterclaims
discussed these several business entities, none of the entities
were ever made a party to the suit.

After the Texas lawsuit was filed, Gourmet filed a Chapter 11
bankruptcy petition (Bankr. W.D. Tex. Case No. 07-_____) in August
2007.  At some point, Ilex Capital Group, LLC was contacted about
potentially purchasing Mr. Sliz's interest in Gourmet.  Ilex
eventually agreed to purchase a controlling share in Gourmet.  As
part of this agreement, the parties to the Bexar County, Texas
lawsuit agreed to enter into a Settlement Agreement releasing
their respective claims against one another.

The Settlement Agreement was executed on Jan. 25, 2008. The
Settlement Agreement explicitly identified Robert Scully, Nuchanat
Scully, Kevin Scully, Terumi Scully, James Scully, Sharon Scully,
Kenneth Sliz, Laurene Sliz, Gourmet Express, LLC, S&S Sourcing and
Marketing, LLC, Commodity Packing and Trading Co., Ltd., and BKK
Properties, Ltd. as the "Parties" to the Settlement Agreement. The
Settlement Agreement also identified Groupwell International (HK)
Limited and several other entities as non-parties. Under the
Settlement Agreement, the Parties agreed to release all existing
and potential claims against one another. The Slizs and Groupwell
also agreed to release all existing and potential claims against
one another.

After execution of the Settlement Agreement, the Scullys, Sliz,
and Gourmet filed an Agreed Order of Dismissal with Prejudice in
the Bexar County, Texas District Court. The Order was entered on
Jan. 30, 2008, and the case was dismissed.

In the lawsuit, Gourmet's counterclaims against Groupwell alleging
fraud and civil conspiracy, among other things, are based upon the
same factual basis as the counterclaims that Ken Sliz brought
individually and on behalf of Gourmet in the Bexar County, Texas
lawsuit.  Gourmet additionally alleges that Groupwell
misrepresented its true management and was a party to the
fraudulent invoices charged to Gourmet.

Groupwell seeks partial summary judgment contending that the
claims are barred by an earlier release contained in the
Settlement Agreement executed in the Bexar County, Texas lawsuit.
Alternatively, Groupwell contends that it is entitled to summary
judgment based upon the doctrine of res judicata.

District Judge Joseph H. McKinley, Jr., however, held that there
is a genuine dispute of material fact regarding whether the
Settlement Agreement releases Groupwell from Gourmet's current
counterclaims.  Accordingly, summary judgment is not appropriate.
The judge also held that the doctrine of res judicata is
inapplicable to the facts of the case.

Gourmet has filed a motion to compel Groupwell to more fully
respond to Gourmet's discovery requests submitted in January 2011,
and pay the reasonable attorneys fees incurred in submitting the
motion to compel.   Gourmet's Motion to Compel Discovery is
granted in part and denied in part.

A copy of the Court's Nov. 8, 2011 Memorandum Opinion and Order is
available at http://is.gd/hmYAHWfrom Leagle.com.


GRAND SOLEIL: Puts Resort and Casino up for Sale
------------------------------------------------
Natchezdemocrat.com reports that owners of the Grand Soleil Resort
have put the resort and casino site up for sale.

According to the report, Equity Partners was hired to market the
Grand Soleil.  The two properties, which can be sold separately or
together, include a 6-acre, three-building hotel site and a 15-
acre, waterfront-approved casino site.

The report says Equity Partners will accept highest bids possible,
and the bankruptcy court must approve any sale.  Anyone interested
in purchasing either of the Grand Soleil properties should contact
Equity Partners at 866-969-1115.

Grand Soleil Casino Resort -- http://www.grandsoleilcasino.com/--
is a Natchez, Mississippi-based casino.  In 2008, the company was
not able to complete its financing and was forced to file for
Chapter 11 bankruptcy protection.  The Company listed Adams County
tax collector as holder of one of the resort's 20 largest claims.
Grand Soleil owes $114,400 in ad valorem taxes.


GSC GROUP: Trustee Accuses Black Diamond of Tainting Votes
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that the trustee running GSC
Group Inc.'s bankruptcy proceedings said he fears Black Diamond
Capital Management LLC's "aggressive campaign" to bring down his
Chapter 11 plan has done just that.

Black Diamond Capital Management LLC is fighting the Chapter 11
plan proposed by GSC Group Inc.'s trustee, insisting its own exit
proposal is a superior way forward for the company, according to
the report.

As reported in the Troubled Company Reporter on Nov. 4, 2011,
Bankruptcy Law360 said that entities controlled by the Black
Diamond Capital Management LLC affiliate that purchased
GSC Group Inc.'s assets in July lost their bid 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.


HAMPTON ROADS: Completes Sale of Charlottesville Branch to Blue
---------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for Bank of
Hampton Roads and Shore Bank, completed the sale of the Company's
Gateway Bank branch in Charlottesville, Virginia, to Blue Ridge
Bank, Inc., of Luray, Virginia, a wholly-owned subsidiary of Blue
Ridge Bankshares, Inc.  Under the definitive agreement announced
on June 22, 2011, Blue Ridge purchased all deposits and selected
assets associated with the Gateway Bank Charlottesville branch.
The terms of the transaction were not disclosed.  The Company was
advised by Sandler O'Neill & Partners, L.P., on the sale of the
branch.

The Company also announced that it has closed its Bank of Hampton
Roads branch located at 3801 Pacific Avenue in Virginia Beach,
Virginia.  As previously announced on July 28, 2011, the accounts
and services in the Pacific Avenue branch have been transferred to
the Bank of Hampton Roads' Hilltop branch located at 1580 Laskin
Road in Virginia Beach.

                   About Hampton Roads Bankshares

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

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

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

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

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

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


HARBOUR EAST: Plan Confirmation Hearing Scheduled for Dec. 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on Dec. 15, 2011, at 2:00 p.m., to consider
confirmation of the Harbour East Development, Ltd.'s Plan of
Reorganization.  Objections, if any, to the confirmation of the
Plan and Ballots accepting or rejecting the Plan are due Dec. 1.

The Plan Proponents have until Dec. 12, to file proponents report
and confirmation affidavit.  The Dec. 12, deadline is also set for
individual Debtor to  file a certificate for confirmation
regarding payment of domestic support obligations and filing of
required tax returns.

As reported in the Troubled Company Reporter on Sept. 1, 2011, the
Debtor filed on Aug. 18, a disclosure statement describing its
Third Amended Plan.

The Plan will be funded by the Debtor forfeited Purchaser Escrow
Deposits, income from rental of Condominium Units, net proceeds
from sales of Condominium Units, and the conversion of the Egozi
unsecured claim into equity interests in the Reorganized Debtor.

The Third Amended Plan designates 14 Classes of Claims and
Interests.  Holders of Real Estate Tax Secured Claims (Class 2),
Northern Trust/NBV Secured Construction Loan Claims (Class 3),
Egozi Secured Subrogation Claim (Class 4), Whirlpool Secured Claim
(Class 5), (Class 6), Purchaser Deposit Secured Claims (Class 7),
Association Secured Claim (Class 8), Purchaser Contract Litigation
Attorney Secured Claim (Class 9), Northern Trust/NBV Unsecured
Claim (Class 10), General Unsecured Claims (Class 11), and Egozi
Unsecured Claim (Class 12) are entitled to vote on the Plan.

Priority Non-Tax Claims (Class 1) are not impaired.  Class 1
Claims will be paid in full in Cash under the Plan.

Holders of Old Limited Partnership Equity Interests (Class 13) Old
General Partnership Equity Interests (Class 14) are deemed to
reject the Plan and are not entitled to vote.

Northern Trust/NBV Secured Construction Loan Claims (Class 3) will
receive quarterly payments equal to the interest that would
otherwise be payable on the actual secured amount of its claim at
the Secured Claim Cram Down Rate and will receive payments of 60%
of the net proceeds of each sale of a Condominium Unit during
the first year of the Plan and 90% of the net proceeds of each
sale of Condominium Units until its Allowed Class 3 Claim is paid
in full, approximately $8 million.

Northern Trust/NBV Unsecured Claim (Class 10), will be treated for
all purposes as a Class 11 General Unsecured Claim, to the extent
that the Class 10 Claim is determined by Final Order to hold an
Allowed Unsecured Claim.

General Unsecured Claims (Class 11) will receive up to !00% of the
principal amount and accrued interest at the Unsecured Cram Down
Rate from the General Unsecured Distribution Reserve.

Old Limited Partnership Equity Interests (Class 13) and Old
General Partnesrhip Interests (Class 14) will be canceled and
Holders thereof will receive no distribution under the Plan.

A copy of the Disclosure Statement is available at:

    http://bankrupt.com/misc/harboureast.DS3rdamendedplan.pdf

                  About Harbour East Development

Harbour East Development, Ltd., is the developer and owner of the
luxury residential condominium development known as CIELO on the
Bay located at 7935 East Drive, North Bay Village.  CIELO contains
35 residential condominium units.

Harbour East filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 10-20733) on April 22, 2010.  Michael L. Schuster, Esq.,
who has an office in Miami, Florida, represents the Debtor.  The
Company estimated assets and debts at $10 million to $50 million,
as of the Chapter 11 filing.

Judge Cristol denied the request of 7935 NBV LLC's request to
dismiss the case.

No creditors' committee has been appointed in the case.  In
addition, no request for the appointment of a trustee or examiner
has been made.


HARRISBURG, PA: Has Until Nov. 21 to Present Fin'l Recovery Plan
----------------------------------------------------------------
The Associated Press reports that Harrisburg has until Nov. 21,
2011, to submit to the state Department of Community and Economic
Development a plan for paying down $300 million in debt tied to
the city's incinerator and stop a potential state takeover under a
new law.

The report says a federal bankruptcy judge has set a Nov. 23 court
date for oral arguments on legal questions in the Chapter 9
filing.  The takeover law gives Harrisburg a grace period of 30
days, ending Nov. 25, to develop a financial-recovery plan.

According to the report, ff those 30 days pass without a plan
agreeable to the city and state, Commonwealth Court could
authorize Gov. Corbett to appoint a receiver with the power to
sell city assets and approve contracts -- but not raise taxes --
to pay down the city's debt.

                        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 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.


HAWAII MEDICAL: Prime Healthcare to Fund Operations Pending Sale
----------------------------------------------------------------
Kristen Consillio at the Honolulu Star Advertiser reports that
Prime Healthcare Services, a California firm that owns and
operates 14 acute-care hospitals in Southern and Northern
California, has agreed to provide funding for Hawaii Medical
Center as they seek out a buyer, according to two people familiar
with the deal who asked not to be identified because the company
hasn't released the information yet.

Sources told Star Advertiser that the new lender might be a
potential purchaser.  According to the report, MidCap Financial,
which had been funding HMC's operations since June, had given HMC
a Thursday deadline to secure a letter of intent and $250,000
deposit from a buyer for HMC-East in Liliha and HMC-West in Ewa.

The report says the new lender can set new deadlines for a
purchase.  The report relates HMC had said it would be negotiating
with potential purchasers over the week weekend and hopes to
identify a buyer by Nov. 21 when HMC is scheduled to give a sales
update in bankruptcy court.

                    About Hawaii Medical Center

The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on
June 21, 2011, just a year after exiting court protection.  Hawaii
Medical Center owns two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Judge Robert J. Faris presides over the 2011 case.  Lawyers at
Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, and
McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors'
counsel.  The Debtors' financial advisors are Scouler & Company,
LLC.  In its petition, Hawaii Medical Center estimated $50 million
to $100 million in assets and $100 million to $500 million in
debts.  The petitions were signed by Kenneth J. Silva, member of
the board of directors.

Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the
Official Committee of Unsecured Creditors as counsel.

The Debtors' prepetition debt structure is comprised of (i) the
Prepetition Revolving Loan with MidCap Financial, LLC, and the
Prepetition Term Loan with St. Francis Healthcare Systems of
Hawaii.  As of the Petition Date, the aggregate outstanding
principal on the Prepetition MidCap Revolving Loan and the
Prepetition St. Francis Term Loan is $46,851,772.  The principal
balance of the Prepetion MidCap Revolving Loan is $7,676,495.  The
amount owed under the Prepetition St. Francis Term Loan is
$39,175,277, secured by St. Francis's first priority lien on,
among other things, all real property of the Debtors.

Through the Chapter 11 filing, the Debtors plan to return the
hospitals to the control of St. Francis.

In the prior case, HMC and its affiliated debtors were converted
to new, Hawaii non-profit corporations.  CHA Hawaii, one of HMC's
affiliated debtors and a subsidiary of Cardiovascular Hospitals of
America LLC, discontinued management of the reorganized Debtors.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.  The
Debtors obtained confirmation of their Chapter 11 plan in May 2010
and emerged from bankruptcy in August 2010.

The Debtor disclosed $74,713,475 in assets and $91,599,563 in
liabilities as of the Chapter 11 filing.

St. Francis Healthcare System of Hawaii is represented by Jonathan
H. Steiner, Esq. -- steiner@m4law.com -- at McCorriston Miller
Mukai Mackinnon LLP; and Joshua M. Mester, Esq. -- jmester@dl.com
-- at Dewey & LeBoeuf LLP.


HORIZON LINES: Western Asset Discloses 13.2% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Western Asset Management Company disclosed that it
beneficially owns 7,455,609 shares of common stock of Horizon
Lines, Inc., representing 13.27% of the shares outstanding.  A
full-text copy of the filing is available for free at:

                        http://is.gd/LAMOsY

                        About Horizon Lines

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

The Company's balance sheet at Sept. 25, 2011, showed
$677.4 million in total assets, $801.7 million in total
liabilities, and a stockholders' deficit of $124.3 million.

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

"The Company believes the Oct. 5, 2011 refinancing transactions
more fully described in Note 18 to these financial statements have
resolved the concern as to compliance with debt covenants
throughout the remainder of 2011," the Company said in the filing.
"In addition, the Company believes it will be in compliance with
its debt covenants through 2012."

                           Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                          *     *     *

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

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


HOTEL AIRPORT: Can Hire Franciso Molina as Accountant
-----------------------------------------------------
The Honorable Enrique S. Lamoutte Inclan approved the application
of Hotel Airport Inc. to employ Francisco J. Garrido Molina as its
accountant.

Mr. Molina will provide accounting services, including, but not
limited to, preparing tax returns, financial projections,
auditing, and other tasks.  He will charge a flat rate of US$2,050
(US$1,400 + US$650) per month, with a US$50 monthly increment for
every five additional employees that the debtor adds to its
payroll.  Mr. Molina will bill US$125 per hour for additional
services.

                        About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, filed for Chapter
11 bankruptcy (Bankr. D. P.R. Case No. 11-06620) on Aug. 5, 2011.
Judge Enrique S. Lamoutte Inclan oversees the case.  Edgardo
Munoz, PSC, serves as bankruptcy counsel.  The Debtor disclosed
US$8,547,993 in assets and US$171,169,392 in liabilities as of
the Chapter 11 filing.  The petition was signed by David Tirri,
its president.


HUSSEY COPPER: Creditors Want Portion of Sale Proceeds Escrowed
---------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that Hussey Copper Corp.'s
unsecured creditors objected Thursday to the Company's upcoming
$88.7 million sale to Kataman Metals LLC, saying the deal should
not benefit Hussey's CEO and other insiders who have already used
the company as their personal ATM.

Law360 says the creditors committee asked a bankruptcy judge to
place in escrow $5.2 million of the sale proceeds until it
completed its investigation into Hussey owner Roy D. Allen.

                         About Hussey Copper

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

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

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

An official creditors' committee with seven members was appointed.
Lowenstein Sandler PC serves as the committee counsel.


IFL INVESTMENT: Announces Portfolio's Liquidation, Dissolution
--------------------------------------------------------------
IFL Investment Foundation (Canada) Limited said that its Board of
Directors has approved a proposal to its shareholders for the
liquidation of the corporation's investment portfolio and its
subsequent dissolution.

"In light of the current regulatory environment, IFL will have
difficulty meeting regulatory requirements for registration as an
investment fund manager. As a result, the Board of Directors has
decided in favor of the orderly liquidation of the portfolio
holdings of the Corporation with a view to maximizing shareholder
value," IFL said in a statement.

"Such liquidation is subject to a special vote by IFL's
shareholders.  It is expected that the final distribution to
shareholders shall occur in early 2012."

"It is with sadness that the Board is forced to embark upon this
course of action.  IFL has always been a rewarding investment for
its shareholders.  In order to satisfy current regulatory
requirements, IFL would have to reconsider its management
structure, employ additional staff and retain various
professionals and registrants. This would have added material
costs and would have reduced returns to shareholders. It is a
shame to end 83 extraordinary years of faithful and profitable
service to our shareholders" declared Mr. A. Scott Fraser, its
President.

The liquidation and eventual dissolution and delisting of IFL is
subject to the requisite regulatory approvals.

Investment Foundation (Canada) Limited is a closed-end investment
corporation whose common shares are listed on the TSX Venture
Exchange under the symbol IF.  The investment fund's business
consists of investing in marketable securities, predominantly in
common stock.


IMAGING CENTER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Imaging Center of Oradell LLC
        680 Kinderkamack Road
        Oradell, NJ 07649

Bankruptcy Case No.: 11-42492

Chapter 11 Petition Date: November 9, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Philip Guarino, Esq.
                  MAVROUDIS RIZZO & GUARINO, LLC
                  690 Kinderkamack Road, Suite 300
                  Oradell, NJ 07649
                  Tel: (201) 262-3001
                  E-mail: guarinolaw@gmail.com

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

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

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

The petition was signed by John M. Mavroudis, managing member.


JAMESON INN: Section 341(a) Meeting Scheduled for Dec. 6
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of
JER/Jameson Mezz Borrower I LLC's creditors on Dec. 6, 2011, at
3:00 p.m., at the J. Caleb Boggs Federal Building, Fifth Floor,
Room 5209, at 844 King Street in Wilmington, Delaware.

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

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

                         About Jameson Inn

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., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.


JEFFERSON COUNTY: Birmingham Fears Fallout From Bankruptcy
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Court reports that businesses in
Birmingham, Ala., worry that a record-setting municipal bankruptcy
by their county will scare away companies and chill investments in
the state's biggest city, where residents also are bracing for
utility-rate increases and more cuts to public services.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

The county is represented by Klee Tuchin Bogdanoff & Stern
LLP, led by the firm's founder, Kenneth Lee.

The county's bankruptcy will have a "material adverse impact" on
the financial condition of bond insurer Syncora Guarantee Inc.,
the company said in its most recent quarterly filing.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.


JEFFERSON COUNTY: Bank of New York Backs Sewer Receiver
-------------------------------------------------------
Dow Jones' Daily Bankruptcy Court reports that Bank of New York
Mellon, which is in charge of the $3.6 billion in bond debt that
Jefferson County, Ala., owes on its financially failing sewer
system, has moved to block county officials from taking back
control of that sewer system.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

The county is represented by Klee Tuchin Bogdanoff & Stern
LLP, led by the firm's founder, Kenneth Lee.

The county's bankruptcy will have a "material adverse impact" on
the financial condition of bond insurer Syncora Guarantee Inc.,
the company said in its most recent quarterly filing.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.


JOSEPH J DETWEILER: Creditors May Appeal Ruling in Lawsuit
----------------------------------------------------------
In the lawsuit, SEQUATCHIE MOUNTAIN CREDITORS, v. JOSEPH J.
DETWEILER, Adv. Proc. No. 09-6118 (Bankr. N.D. Ohio), the Court
previously considered the Defendant's Motion to Dismiss, and the
Plaintiffs' First Motion to Join Parties to Adversary Proceeding
Pursuant to Rule 7020 of the Federal Rules of Bankruptcy
Procedure.  On Aug. 8, 2011, the Court entered a Memorandum of
Opinion and accompanying Order Granting Motion to Dismiss in Part
and Denying Motion to Dismiss in Part and Denying Motion to Join.
Following entry of the court's Memorandum of Opinion and Order,
the plaintiffs filed a Motion to Reissue Order Granting Motion to
Dismiss in Part and Denying Motion to Dismiss in Part and Denying
Motion to Join and Memorandum Opinion with Additional Language on
August 22, 2011.  The plaintiffs are specifically seeking the
addition of language to the Memorandum of Opinion and Order that
there is no just reason for delay such that the plaintiffs can
immediately appeal the Order.  Alternatively, the plaintiffs are
seeking the addition of language to the Memorandum of Opinion and
Order that the decision involves a controlling question of law,
that there is substantial ground for difference of opinion, and
that an immediate appeal would materially advance the ultimate
termination of the litigation.

In a Nov. 10, 2011 Memorandum of Opinion, available at
http://is.gd/JcvzZxfrom Leagle.com, Bankruptcy Judge Russ Kendig
certifying that its Order is a final and appealable order
disposing of the plaintiffs' motion to join.  The order grants the
plaintiffs leave to appeal the Court's denial of the motion to
join and stays all further proceedings in the adversary case
pending a decision on the appeal.

Based in Uniontown, Ohio, Joseph J. Detweiler filed for Chapter 11
protection (Bankr. N.D. Ohio Case No. 09-63377) on Aug. 17, 2009.
Anthony J. DeGirolamo, Esq., represents the Debtor.  In his
petition, the Debtor has $3,669,999 in total assets and
$32,913,552 in total debts.


KILBRIDE INTL: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kilbride International Leasing and
        Investment Company, Inc.
        277 Penmerryl Drive
        Greenville, VA 24440

Bankruptcy Case No.: 11-51600

Chapter 11 Petition Date: November 9, 2011

Court: United States Bankruptcy Court
       Western District of Virginia (Harrisonburg)

Judge: Ross W. Krumm

Debtor's Counsel: Douglas E. Little, Esq.
                  P.O. Box 254
                  Charlottesville, VA 22902
                  Tel: (434) 977-4500
                  E-mail: delittleesq@aol.com

Estimated Assets: not indicated

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vawb11-51600.pdf

The petition was signed by Kenneth Pittkin, president.


KV PHARMACEUTICAL: Delays Filing of Quarterly Report on Form 10-Q
-----------------------------------------------------------------
K-V Pharmaceutical Company's Audit Committee of the Board of
Directors, upon recommendation from K-V management, concluded that
certain previously issued financial statements did not include the
proper treatment and classification for the embedded derivative
feature of warrants issued in November 2010 and March 2011.
Specifically, the warrants were misclassified as equity instead of
as liabilities.  Therefore, the Company will restate and amend
previous filings as a result of the misapplication of accounting
guidance relating to non-standard anti-dilution provisions in the
warrants.  In the restated financial statements, the warrants will
be classified as liabilities beginning with the date they were
first issued in November 2010 or March 2011, as applicable, with
changes in the fair value being recorded as non-cash income or
expense in each reporting period.  However, the non-cash
adjustments to correct the previous treatment and classification,
in all of the affected periods, will not impact the amounts
previously reported for the Company's cash and cash equivalents,
operating expenses, operating losses or cash flows.

Consequently, the Company will file an amended Annual Report on
Form 10-K/A for the fiscal year ended March 31, 2011, that will
contain restated financial statements for the fiscal year ended
March 31, 2011, and amended Quarterly Reports on Forms 10-Q/A for
the quarters ended Dec. 31, 2010, and June 30, 2011, respectively,
that will contain restated financial statements for each affected
quarter.  The Company expects to file all of these amended public
reports within the next 30 days.  Until such amended filings are
made, the original filings for those periods should not be relied
upon.

As a result of the foregoing, the registrant was not able to
complete its Form 10-Q for the three- and six-month periods ended
Sept. 30, 2011, by the filing deadline of Nov. 9, 2011, without
unreasonable effort and expense.  The Company expects to file this
Form 10-Q with the SEC as soon as practicable after filing the
amended filings, and, in any case, within five days of those
filings.

                  About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at Dec. 31, 2010, showed
$296.21 million in total assets, $529.66 million in total
liabilities, and a $233.45 million shareholders' deficit.

There is substantial doubt about the Company's ability to continue
as a going concern.  The report of the Company's independent
registered public accountants BDO USA, LLP, included in the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2010, includes an explanatory paragraph related to the
Company's ability to continue as a going concern.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.


LEE ENTERPRISES: May File for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Dylan Smith at the Tucson Sentinel reports that Lee Enterprises
said it will declare Chapter 11 bankruptcy if it doesn't push back
the due date on the remainder of its debt.

According to the report, the Company has yet to complete the
refinancing of the company's billion-dollar debt, and the company
is still faced with the delisting of its shares from the New York
Stock Exchange.

The report notes that the Company reported an $8.8 million loss --
20 cent per share -- for the quarter ending Sept. 25, 2011.  Even
though digital ad sales rose 23%, the company's operating revenue
fell 3.3% to $182 million.

The report relates that, while Lee convinced creditors in
September to extend the due dates on about $864 million in loans
to 2015 and 2017 by agreeing to pay interest rates of up to 15%,
it has yet to refinance $175 million in debt, known as the
Pulitzer Notes.  Both the refinanced debt and the notes had been
due in April 2012.

The report says the Company met a deadline on Nov. 7, 2011, to
maintain its ability to file for Chapter 11 bankruptcy, should it
be unable to repackage the remaining debt.  When it announced the
repackaging of part of its debt in September, the Company said it
would declare bankruptcy if the repayment of the remainder isn't
pushed back as well, the report adds.

The report notes that the company received a notice from NYSE on
July 8 that it may be delisted if the stock does not climb above
the $1 threshold.

                       About Lee Enterprises

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

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

                           *     *     *

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

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


LEVEL 3: Loomis Sayles Discloses 5.2% Equity Stake
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Loomis Sayles & Co., L.P., disclosed that it
beneficially owns 11,460,100 shares of common stock of
representing 5.23% of the shares outstanding.  As previously
reported by the TCR on March 2, 2011, Loomis Sayles disclosed
beneficial ownership of 205,860,033 shares or 10.98% equity stake.
A full-text copy of the amended Schedule 13G is available for free
at http://is.gd/ctaWTM

                    About Level 3 Communications

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

The Company's balance sheet at Sept. 30, 2011, showed $9.25
billion in total assets, $9.77 billion in total liabilities and a
$523 million total stockholders' deficit.

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


LEVEL 3: Southeastern Asset Discloses 21% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Southeastern Asset Management, Inc., and its
affiliates disclosed that they beneficially own 44,526,452 shares
of common stock of Level 3 Communications, Inc., representing 21%
of the shares outstanding.  As previously reported by the TCR on
Feb. 17, 2011, Southeastern Asset disclosed beneficial ownership
of 537,757,880 shares or 31.1% equity stake.  A full-text copy of
the amended Schedule 13G is available for free at:

                        http://is.gd/nEQpsX

                    About Level 3 Communications

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

The Company's balance sheet at Sept. 30, 2011, showed $9.25
billion in total assets, $9.77 billion in total liabilities and a
$523 million total stockholders' deficit.

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


LIGHT FOOT GROUP: "Single Asset Real Estate" Entity, Court Says
---------------------------------------------------------------
Light Foot Group LLC is a single asset real estate entity subject
to section 362(d)(3) of the Bankruptcy Code, according to
Bankruptcy Judge Paul Mannes in a Nov. 9, 2011 Memorandum of
Decision available at http://is.gd/hV7iQkfrom Leagle.com.  Old
Line Bank and PNC Bank, N.A., made the request.

Based in Leonardtown, Maryland, Light Foot Group LLC filed for
Chapter 11 bankruptcy (Bankr. D. Md. Case No. 11-17945) on April
15, 2011.  Light Foot Group owns real property that consists of
five tracts of land.  There are 17 residential units amongst these
tracts that generate substantially all of the Debtor's gross
income.  Some of the rental units are single family homes, others
are within two four-unit buildings, and still others are mobile
homes.

John Douglas Burns, Esq. -- burnslaw@burnslaw.algxmail.com -- at
The Burns Law Firm, LLC, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.  The petition was signed by James A. Winters,
representative of Light Foot Group.


LOS ANGELES DODGERS: Hires Kekst as Communications Advisor
----------------------------------------------------------
Los Angeles Dodgers LLC seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Kekst and Company
Incorporated as its corporate communications advisor, nunc pro
tunc to the Petition Date.

Kekst will advise the Debtor on corporate public relations and
corporate communications issues and provide communications
services, in accordance with the terms and conditions of the
engagement letter between the parties.  Kekst's services will
include:

     * Provide general strategic public relations advice related
       to the reorganization to LAD's management;

     * Prepare, distribute, and follow up on press releases and
       responsive statements relevant to the Chapter 11 cases and
       its progress;

     * Assist in answering questions from the media on the
       Debtor's behalf and proactively contacting and speaking
       with the media as necessary to convey information;

     * Provide monitoring services related to the media's
       coverage of the Debtor's reorganization and professional
       evaluation of its importance, quality and tone;

     * Prepare various correspondence, memoranda, letters,
       websites, and other communications related to the
       reorganization for LAD to use with its employees,
       customers, vendors, and other key business constituencies;

     * Prepare or edit materials to anticipate the concerns of
       and likely questions from various constituencies affected
       by the reorganization and development of appropriate
       information for LAD to use in response;

     * Attend meetings and participate in phone conferences with,
       among others, LAD's management and its attorneys and
       financial advisors as required;

     * Attend court hearings, interact with media personnel
       present at court hearings, and develop information about
       these hearings for the benefit of internal and external
       constituencies; and

     * Consult and review drafts of all materials with all
       appropriate company officials and attorneys.

According to the Debtor's Chief Financial Officer, Peter Wilhelm,
LAD requires the services of a seasoned and experienced corporate
and crisis communications advisor who is familiar with the Chapter
11 process.

"It is evident that the financial success of the Dodgers depends
heavily on the goodwill of its fan base.  This is true not only
for revenues that are derived from attendance at games, but also
for ratings on its television and radio broadcasts and in the sale
of its merchandise.  The ability to derive revenues from all of
those sources is impacted heavily by media coverage of the team,
as best evidenced by the decline in attendance which many
attribute to the negative publicity surrounding the team," Mr.
Wilhelm says.

By performing services consistent with those performed
prepetition, Kekst will be able to assist the Debtor in
protecting, retaining, and developing the goodwill and confidence
of its constituencies and stakeholders, Mr. Wilhelm tells the
Court.

Kekst will be compensated on an hourly basis and reimbursed for
out-of-pocket expenses.  It is also the beneficiary of an
indemnification provision.  Its current hourly rates are:

          Robert Siegfried                     $750
          Lindsey Estin                        $400
          Stefanie Goodsell                    $175
          Managing directors               $500 - $875
          Principals/Associates/Analysts   $175 - $500

The Debtor believes that Kekst and its officers and employees do
not have any interest adverse to LAD, its creditors, or any other
party-in-interest, or their attorneys and accountants.  The Debtor
believes that Kekst is a disinterested person as the term is
defined in Section 101(14) of the Bankruptcy Code.

                     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.


LOS ANGELES DODGERS: Committee Taps Lazard as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Los Angeles
Dodgers, LLC, et al. seeks to retain Lazard Freres & Co. LLC and
Lazard Middle Market LLC as its financial advisor and investment
banker, nunc pro tunc to July 27, 2011, to assist the Committee in
the critical tasks associated with guiding it through the Debtors'
reorganization efforts.

Lazard Freres will render financial advisory services to the
Creditors' Committee, which include:

     * Review and analyze the business, operations, and financial
       projections of the Company;

     * Review and evaluate the Company's process to sell or
       monetize broadcast rights, an ownership interest or any
       other asset of the Company;

     * Evaluate the Company's debt capacity in light of its
       projected cash flows;

     * Review and provide an analysis of any proposed capital
       structure for the Company;

     * Review and provide an analysis of any valuation of the
       Company or its assets;

     * Advise and assist the Creditors' Committee in evaluating
       the financial aspects of any financing by the Company;

     * Review and provide an analysis of any restructuring plan
       proposed by any party;

     * Assist the Creditors' Committee in connection with the
       financial aspects of negotiations with the Company; and

     * Provide other financial advisory services as the
       Creditors' Committee may, from time to time, reasonably
       request and which are customarily provided by financial
       advisors in similar situations.

The Debtors propose to pay Lazard Freres a monthly fee of
$125,000.  Fifty percent of all monthly fees in respect of any
month after the first six months following the execution of the
engagement letter between the parties will be credited, without
duplication, against any restructuring fee.

Payable upon consummation of a restructuring, Lazard Freres will
also receive a fee of $1,250,000.  The Restructuring Fee will be
payable in the event that the Creditors' Committee votes to
support the Company's plan of reorganization and any class of
general unsecured creditors votes to accept the Restructuring.
However, no Creditors' Committee support of the plan will be
required if all classes of unsecured creditors are unimpaired
under the plan.

Lazard Freres will be reimbursed for expenses related to the
engagement.

The Creditors' Committee and Lazard Freres have also agreed on
certain indemnity provisions.

The Creditors' Committee believes that Lazard Freres does not hold
any interest adverse to the Debtors' estates and that the firm is
a disinterested person as defined in Section 101(14) of the
Bankruptcy Code.

                    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.


M WAIKIKI: Hires Bickel & Brewer as Special Litigation Counsel
--------------------------------------------------------------
M Waikiki LLC seeks to employ Bickel and Brewer as its special
litigation counsel with respect to certain pending litigation,
nunc pro tunc to the Petition Date.

Bickel & Brewer will advise, counsel, and represent the Debtor in
the pending litigation "M Waikiki LLC v. Marriott Hotel Services,
Inc., I.S. International LLC and Ian Schrager," Index No.
65147/11, in the Supreme Court of the State of New York, County of
New York: Trial Term Part 3 as well as any litigation in this
court or any other court arising out of or related to the disputes
that are the subject of the New York Litigation.

The Debtor will pay Bickel & Brewer in accordance with the firm's
customary hourly rates in effect on the date services are rendered
and reimburse expenses incurred.  The hourly rates of the
professionals expected to have primary responsibility for
providing services to the Debtor are:

     William A. Brewer III, partner               $1,250
     James S. Renard, partner                       $875
     Michael S. Gardner, partner                    $725
     Alexander D. Widell, partner                   $700
     Anand Sambhwani, associate                     $425
     David E. Matthiesen, director of consulting    $625

Other professionals may from time to time serve the Debtor in
connection with the Litigation.

The Debtor believes that Bickel & Brewer does not represent or
hold any interest adverse to the Debtor or its estate in the
matters for which it is to be engaged.

In separate filings, Wagner Choi & Verbrugge and Allison A. Ito,
Esq. provide notice of their appearance as counsel for the
Official Committee of Unsecured Creditors.  The Creditors'
Committee's counsel can be contacted at:

          James A. Wagner, Esq.
          Chuck C. Choi
          WAGNER CHOI & VERBRUGGE
          745 Fort Street, Suite 1900
          Honolulu, Hawaii 96813
          Tel: (808) 533-1877
          Fax: (808) 566-6900
          E-mail: jwagner@hibklaw.com
                  cchoi@hibklaw.com

                          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.,
atMoseley 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.


MACCO PROPERTIES: Seeks to Compel Turnover of Computers
-------------------------------------------------------
Michael E. Deeba, Chapter 11 trustee of Macco Properties, Inc.,
asks the U.S. Bankruptcy Court for the Western District of
Oklahoma to compel Jennifer Price, Lew S. McGinnis, and all
persons acting as their agents, servants, employees to immediately
turn over to the Trustee all computers and other electronically
stored data relating to or connected with the Debtor and any and
all entities in which the Debtor is an owner, member, shareholder
or manager.

The Chapter 11 Trustee has succeeded to the member/manager
interest of the Debtor.  Among the Trustee's statutory duties is
to investigate the financial affairs of the Debtor and to provide
periodic reports and summaries of the operation of the business
and other information as the U.S. Trustee or the Court requires.

Price, et al. are in possession of or have control of computers
containing financial and other information relative to the Debtor
as well as information relating to entities in which the Debtor is
a member or manager, and have refused the Trustee unfettered
access to the computers and data.  Rather, Mr. McGinnis requested
the Trustee to provide a list of specific information he wished to
obtain and that Mr. McGinnis or an employee would attempt to print
and provide it to the Trustee "so long as the same did not
constitute a burden on McGinnis' employees," James H. Bellingham,
Esq., at Bellingham & Loyd, P.C., in Oklahoma City, Oklahoma,
tells the Court.

On Sept. 8, 2011, the parties and their counsel met and agreed
that Ms. Price would have until Sept. 13 or 14 to schedule access
to the computers for the Trustee, his information technology
person, and Ms. Price's information technology person.  Ms. Price
had stated her concern that the computers contained information
relative to her and Mr. McGinnis' personal finances or matters
unrelated to the Debtor.

However, on Sept. 13, Ms. Price's IT person advised the Trustee
that Ms. Price "had determined what information should be provided
[to] the Trustee" and that he would deliver it to the Trustee.
Ms. Price's position is totally at variance with the Trustee's
expressly stated position that she could not "cherry pick" or
otherwise unilaterally determine what information the Trustee
could or could not have access, Mr. Bellingham argues.

The Trustee believes it is essential that he be provided
unfettered access to all computers related to the Debtor and its
related entities, and that electronic information stored or
previously stored in the computers not be subject to editing,
deletion, transfer or other potential loss by Price, et al.
Furthermore, the Trustee believes that if Ms. Price and Mr.
McGinnis are afforded additional time in which to respond to the
Trustee's requests for the turnover, the security and entirety of
the data may be compromised.

                     About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  G. Rudy Hiersche,
Jr., Esq., at the Hiersche Law Firm, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $50,823,581 in total
assets, and $4,323,034 in total liabilities.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MAR-LAND INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Mar-Land Industrial Contractors, Inc.
        321 Firm Delivery
        Penuelas, PR 00624-7502

Bankruptcy Case No.: 11-09746

Chapter 11 Petition Date: November 9, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CURPILL, PSC LAW OFFICE
                  356 Calle Fortaleza, 2nd Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@cuprill.com

Scheduled Assets: $4,878,699

Scheduled Debts: $2,371,307

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-09746.pdf

The petition was signed by Miguel A. Garcia, president.


MARION AMPHITHEATRE: Sec. 341 Creditors' Meeting Set for Dec. 12
----------------------------------------------------------------
The U.S. Trustee's Office in Columbia, South Carolina, will
convene a Meeting of Creditors pursuant to Sec. 341(a) of the
Bankruptcy Code in the Chapter 11 case of Marion Amphitheatre,
LLC, on Dec. 12, 2011, at 10:45 a.m.

The last day to oppose dischargeability of certain debts is Feb.
10, 2012.  Proofs of Claim or Interest are due by March 12, 2012.

Marion Amphitheatre, LLC, filed for Chapter 11 bankruptcy (Bankr.
D. S.C. Case No. 11-06980) on Nov. 9, 2011.  It scheduled assets
of $26,235,309 and debts of $23,945,393.  Judge David R. Duncan
presides over the case.  G. William McCarthy, Jr., Esq. --
bmccarthy@mccarthy-lawfirm.com -- serves as the Debtor's counsel.


MARY A II: Dec. 20 Ch. 11 Plan Confirmation Hearing Set
-------------------------------------------------------
On Oct. 31, 2011, the U.S. Bankruptcy Court for the Northern
District of Florida approved the amended disclosure statement
filed by The Mary A II, LLC, on Oct. 28, 2011.

Dec. 15, 2011, is fixed as the last day for filing written
acceptances or rejections of the Amended Plan.

A confirmation hearing will be held on Dec. 20, 2011, at 9:00 a.m.
Any objections to to confirmation will be filed 7 days before the
date confirmation hearing.

The Plan generally provides for these terms:

   (a) The payment in full of all Allowed Administrative Expense
       Claims and Allowed Priority Claim on the Effective Date or
       upon other terms as the Debtor and the holder of each
       Allowed Administrative Expense Claim and Allowed Priority
       Claim will agree.  These claims are estimated to be no
       more than $100,000;

   (b) The Class 1 Claim of Spur Ranch, LLC, will retain its lien
       on the Debtor's real property located in Brevard County,
       Florida, and be paid 4% interest, interest only payments
       for 2 years, with principal and interest payments
       commencing in year 3 based upon a 20 year amortization and
       a 3 year balloon payment.  Additionally, as Credits are
       sold, Spur Ranch will receive 75% of all proceeds to be
       applied as principal reductions.  The Debtor anticipates
       that Spur Ranch will receive in excess of $4 million in
       principal reductions prior to the end of 2012.  Upon
       principal pay downs, the debt will be reamortized and
       payments adjusted accordingly.  If there are insufficient
       funds on hand with the Debtor, James M. Rudnick will make
       the interest payments as set forth in the Plan.  The Debtor
       reserves the right to challenge all or a portion of the
       Class 1 Claim.  The Class 1 Claim is approximately
       $8.2 million ($5.2 million in principal and in excess of
       $3 million in default interest, fees and expenses) and is
       subject to dispute.

   (c) The unsecured Allowed Claims of governmental units for
       unpaid taxes, interest and assessments, if any, entitled
       to priority under Section 507(a)(8) of the Bankruptcy Code
       will be paid in full in cash on the Effective Date or over
       time as provided for in the Bankruptcy Code.  The Debtor
       estimates these claims to be less than $100,000;

   (d) Class 2 Note Holders will be paid quarterly payments based
       upon 4% interest, interest only payments for two years,
       with principal and interest payments commencing in year 3
       and a 3 year balloon payment (total 5 year term).  Class 2
       Note Holders will be paid from the sale proceeds of
       Credits, after the payments to Spur Ranch or upon
       additional funding from Mr. Rudnick or funding raised or
       issued by the Reorganized Debtor, if necessary.  These
       Claims aggregate approximately $2 million;

   (e) Class 3 General Unsecured Creditors will receive payment
       in full with a payment of 50% on the Effective Date and
       50% on the one year anniversary of the Effective Date.
       These claims are estimated to be less than $50,000.  If
       there are insufficient funds on hand with the Debtor, Mr.
       Rudnick will fund these payments; and

   (f) Equity Security Holders will retain their interests in the
       Debtor.

The Claims in Classes in 1, 2 and 3 are Impaired and thus may vote
either to accept or reject the Plan.

A copy of the Debtor's First Amended Disclosure Statement and a
copy of the Plan of Reorganization, both dated Oct. 28, 2011, are
available for free at:

           http://bankrupt.com/misc/themarya.dkt77.pdf

                       About The Mary A II

Tallahassee, Florida-based The Mary A II, LLC, is the owner of
real property located in Brevard County, Florida, which was
originally acquired in 2004 and was placed in a conservation
easement.  Ultimately, the Property became a wetlands mitigation
bank, which sells credits to developers or other entities that
need to impact wetlands.  The Company holds the right to sell
approximately 937.69 mitigation credits approved and permitted by
the St. Johns River Water Management District and 847.92
mitigation credits approved and permitted by the U.S. Army Corps
of Engineers.  The Company said it is in negotiations for the sale
of certain credits that could realize in excess of $5 million.

Mary A II filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case
No. 11-40693) on Aug. 29, 2011.  Brian G. Rich, Esq., at Berger
Singerman PA, serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $26,083,816 in assets and $7,380,600 in debts.
The petition was signed by James M. Rudnick, managing member, and
the holder of 90% on the Interests in the Debtor.


MCDONALD BROTHERS: Proposes Belk-Led Auction on Dec. 6
------------------------------------------------------
McDonald Brothers, Inc., asks the U.S. Bankruptcy Court for the
Middle District of North Carolina for authorization to sell
substantially all of its assets used in connection with the its
business in an auction led by Belk Building Supply, LLC.

Belk, a subsidiary of Monroe Hardware Company, agreed to purchase
the assets, including without limitation:

   a. the real property located at 2401 Hwy 1, Southern Pines,
   North Carolina;

   b. all personal property owned by the Debtor and used in
   connection with the Debtor's business, including all furniture,
   fixtures, machinery, equipment, tools, vehicles and other fixed
   assets; and

   c. all inventory and supplies maintained by the Debtor in
   connection with the Debtor's business.

The Debtor seeks authority to consummate an asset sale promptly
for the benefit of creditors, and in that regard proposes this
schedule:

   Nov. 10:                Initial hearing at 10:00 a.m., and
                           entry of Bidding Procedures Order

   Dec. 2:                 Deadline to submit Qualifying Bids
                           Deadline to submit Statement of
                           Defaults

   Dec. 6:                 Auction, if Qualifying Bid(s) received,
                           at the law offices of Northen Blue,
                           LLP, 1414 Raleigh Road, Suite 435,
                           Chapel Hill, North Carolina

   Dec. 7:                 Report of Auction filed with the
                           Court
                           Deadline to file Objections to the
                           Sale

   Dec. 8:                 Sale Approval Hearing

   Dec. 13:                Entry of Sale Approval Order.

   Dec. 15:                Closing, or on such other date on or
                           before Dec. 21, as is mutually agreed
                           upon by the parties.

In the event of any competing bids for the assets, resulting in
Belk not being  the successful Buyer, it will receive a breakup
fee of $200,000 to  be paid at the time of the closing of the sale
with such third party buyer.

Pursuant to the Asset Purchase Agreement:

   1. Belk will exercise commercially reasonable efforts to
collect the accounts receivable.  Belk will pay to or for the
benefit of the Debtor 85% of the accounts receivable collected
during the four month period following the closing. T he Debtor
estimates that Belk will recover approximately $1 million, and
therefore will pay approximately $850,000 to or for the benefit of
the Debtor for the accounts receivable.  Any of the accounts
receivable not collected at the end of the collection period will
be automatically assigned back to or as directed by the Debtor.

   2. Belk will purchase the Inventory for 25% of the "cost value"
of the inventory, which is expected to result in a purchase price
of approximately $635,000.  Simultaneously with the closing, Belk
will conduct a count of the Inventory to precisely determine the
sales price.

   3. Certain executory contracts or leases to be assumed and
assigned to Belk at closing, including specifically the lease
between the Debtor (as lessor) and Keith Black Rental and Trading
Company, LLC (as lessee) for a portion of the property located at
2401 US Hwy 1, Southern Pines, North Carolina.

   4. Xalues the sale assets, assuming a closing on Dec. 21, 2011,
at approximately $3,200,000 in the aggregate, allocated as
follows:

   a. $1,400,000 for the Real Property.
   b. $315,000 for the Personal Property.
   c. $850,000 (estimated) for the accounts receivable.
   d. $635,000 (estimated) for the Inventory.

   5. All of the accounts receivable, inventory and real property
constitute BB&T Collateral, and after payment of the senior lien
in favor of the Moore County Tax Collector the remaining net
proceeds from the sale of those assets will be applied to BB&T's
secured claim, (as of the Petition Date, the outstanding
principal, interest and fees owed under the Branch Banking and
Trust Company Term Loan and the Revolver Loan totaled
approximately $4,434,000 and $2,446,600, respectively).

   6. The remainder of the purchase price for the Personal
Property will be applied to the payment of the allowed secured
claims of:

   a. Ford Motor Credit Company.
   b. BB&T Equipment Finance.
   c. Navistar Financial Corporation.

   7. After payment of secured claims as provided above, the
estate will receive approximately $200,000 in unencumbered
proceeds from the sale of the personal property.

The Debtor also seeks authority to release to BB&T at closing all
of the Debtor's accounts receivable that are not sold or assigned
to the Buyer, well as any accounts receivable that are assigned
back to the Debtor at the termination of the Collection Period.

In addition, the Debtor seeks authority for the assumption and
assignment of leases or executory contracts as may be specifically
identified by the buyer in advance of the closing, including
specifically the lease with Keith Black Rental and Trading Company
for a portion of the property located at 2401 US Hwy 1, Southern
Pines, NC.

                     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.  In its schedules, the
Debtor disclosed $10,540,708 in assets and $10,138,358 in
liabilities.


MF GLOBAL: Fitch Rates Senior Unsec. Debt & Pref. Stock at 'C'
--------------------------------------------------------------
In a follow-up to Fitch Ratings' previous press release on MF
Global Holdings Ltd. Dated Oct. 31, 2011, Fitch is now in a
position to assign Recovery Ratings (RR) for the company's
outstanding obligations. MF's Long-term and Short-term Issuer
Default Ratings remain at 'D'. Fitch has assigned RRs on MF's debt
as follows:

  -- Senior unsecured debt 'C/RR5';
  -- Preferred stock 'C/RR6'.

Fitch's analysis resulted in a projected recovery in the range of
10%-30% for the senior unsecured notes and 0%-10% for the
preferred stock. For further details on RRs, please see Fitch's
report 'Recovery Ratings for Financial Institutions'.

Fitch's recovery analysis is based on MF's most recent public
consolidated financial statements at Sept. 30, 2011. Consolidated
assets of MF totaled approximately $41 billion and liabilities
amounted to $39.7 billion as of that date. In its analysis, Fitch
considered $2.2 billion of outstanding senior unsecured debt and
$130.6 million of preferred stock, of which $34.4 million was
rated by Fitch.

Fitch's recovery analysis includes a number of assumptions. Fitch
notes that the recovery value would be significantly altered by
any change to Fitch's assumptions. The recovery value would be
particularly sensitive to any use of cash not factored into
Fitch's analysis as well as any developments affecting the
availability of clients' funds from segregated accounts.

Haircuts were applied to assets using primarily discount factors
under a 'BBB' stress scenario contained in Fitch's report entitled
'Rating Closed-end Fund Debt and Preferred Stock'. Non-financial
assets were fully discounted. Asset discounts in this analysis
reflect buyers' knowledge of the need to sell rather than
depressed market conditions. That said, current market conditions,
particularly Eurozone government bond prices, could further impede
recovery. A present value discount was not applied and therefore,
timing could negatively influence recovery levels.

Collateral requirements are not always clearly disclosed in
financial statements. Fitch assumes that MF experienced additional
margin calls totaling 3% of its Eurozone government repo-to-
maturity portfolio (gross amount: $7.6 billion). Fitch also
assumes that the cash balance at MF was increased by additional
draws under the revolver (approximately $1 billion) post Sept. 30,
2011. Fitch also assumes a charge for administrative fees equal to
approximately 1% of total reported assets plus the gross amount of
the Eurozone repo-to-maturity portfolio as of Sept. 30, 2011. The
relatively low administrative fee assumed reflects primarily the
preponderance of securities on MF's balance sheet. This assumption
has a significant impact on the estimated recovery value. Finally,
Fitch's recovery analysis does not factor in a sale of any of MF's
operations, particularly its broker-dealer subsidiaries.


MF GLOBAL: Trustee Fires More Than 1,000 Brokerage Staffers
-----------------------------------------------------------
In accordance with the court-mandated liquidation and wind down of
MF Global Inc., the broker-dealer's work force, consisting of
1,066 employees, was notified that their employment is terminated,
effective immediately, although salaries will be paid through Nov.
15, 2011.  Between 150 and 200 former employees are being hired to
assist in the wind down of the business and processing of
bankruptcy claims.

Following the failure of MF Global Inc., James W. Giddens, the
court-appointed Trustee for the liquidation of MF Global Inc.,
became responsible for the winding down of the business, including
the termination of employees, as mandated by the Securities
Investor Protection Act (SIPA).

The Trustee is exploring ways to immediately vacate MF Global Inc.
offices in New York City, and that office will be closed as soon
as possible.  Smaller and less expensive office space will be
rented for the minimal Trustee staff in New York to assist with
the liquidation of the broker-dealer.  MF Global Inc.'s office
space in Chicago will continue to be leased for an undetermined
but limited amount of time, as the business there is also wound
down.

The termination of employees and closure of operations is a
necessary part of the court-ordered liquidation of MF Global Inc.
and is consistent with the Trustee's obligations under SIPA to
preserve assets and identify and marshal other property to
maximize the estate in a manner that is fair to all customers and
other creditors.

The broker-dealer is not conducting business and will not be
reorganized, in accordance with the court-ordered liquidation of
MF Global Inc.

The Trustee has made significant progress in ending the business
operations of MF Global Inc.  Approximately 17,000 customer
account positions and approximately $1.5 billion in customer
account funds have been transferred to other future commodities
merchants.

The Trustee's staff has secured MF Global Inc.'s offices in New
York and Chicago.  The Trustee has also retained Ernst & Young
forensic accountants, while Deloitte has been retained to assist
in account transfers, claims processing and administration of the
liquidation process.

                          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.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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: Klayman & Toskes Continues to Investigate Claims
-----------------------------------------------------------
The Securities Arbitration Law Firm of Klayman & Toskes, P.A. is
continuing to investigate claims against underwriters of Notes
issued by MF Global including MF Global 6.250% Senior Notes due
2016, MF Global 3.375% Convertible Senior Notes due 2018 and MF
Global 1.875% Convertible Senior Notes due 2016.  Fitch Ratings
said that owners of MF Global's senior unsecured debt will recover
30 cents to as low as 10 cents on the dollar of their investment,
in the company's bankruptcy.  What MF Global noteholders will
actually receive from the bankruptcy or how long the bankruptcy
process will take to play out remains to be seen.  Accordingly, MF
Global noteholders should avail themselves of all available
remedies in attempting to recover their losses, including filing
an individual securities arbitration claim against the underwriter
broker-dealer where they purchased MF Global Notes.

K&T has been contacted by investors of MF Global Notes and is
continuing its investigation concerning what underwriters of MF
Global Notes knew or should have known concerning the financial
problems of MF Global, and whether material information concerning
MF Global was adequately disclosed in the Notes' prospectuses.  It
has been reported that in retrospect, prospectuses for certain MF
Global bond offerings appear to be misleading. Underwriters of MF
Global Notes include Jefferies, BofA Merrill Lynch, BMO Capital
Markets, Lebenthal & Co., Commerzbank, Sandler O'Neill + Partners,
Natixis and US Bancorp.

Underwriters of a securities offering have an obligation to
conduct adequate due diligence of the issuer during the
underwriting process.  Further, underwriters are charged with the
duties of ensuring the accuracy of the securities registration
statements and prospectuses, and that investors are provided with
full and fair disclosure of material information concerning the
securities and issuing company.  The Securities Act of 1933
subjects underwriters to potential liability for any material
misrepresentations or omissions contained in a registration
statement or prospectus.

Retail and institutional investors who purchased MF Global Notes
can contact K&T to explore their legal rights and options.  The
attorneys at K&T are dedicated to pursuing claims on behalf of
investors who have suffered substantial investment losses.  K&T,
an experienced, qualified and nationally recognized securities
litigation law firm, practices exclusively in the field of
securities arbitration and litigation.  It continues its
representation of investors throughout the world in securities
arbitration and litigation matters against major Wall Street
brokerage firms.

                          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.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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: Zamansky & Associates Probes for Employees
-----------------------------------------------------
Zamansky & Associates has launched an investigation into the
collapse and bankruptcy of MF Global, which has resulted in
substantial harm to its employees, including job loss and the drop
in value of MF Global stock, restricted stock or options awarded
or held as a result of participation in an Employee Stock
Ownership Plan (ESOP) or Stock Option Plans.  The firm is
investigating claims that may be maintained by MF Global
employees, including claims under the Employee Retirement Income
Security Act (ERISA), the Worker Adjustment and Retraining Act
(WARN) and other state and federal labor laws.

                          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.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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)


MONEYGRAM INT'L: Fitch Withdraws 'B+' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
following ratings for MoneyGram International Inc.:

  -- Issuer Default Rating (IDR) at 'B+'.

Fitch has affirmed and withdrawn the following ratings for
MoneyGram Payment Systems Wordlwide, Inc.:

  -- IDR at 'B+';
  -- Senior secured first lien credit facility at 'BB+/RR1'; and
  -- Senior secured second lien notes at 'BB-/RR3'.

Fitch has withdrawn the aforementioned ratings for business
reasons. The ratings are no longer relevant to the agency's
coverage.


MONTANA ELECTRIC: Creditor's Meeting Moved to December 2
--------------------------------------------------------
KFBB.com report notes that a creditor's hearing in the case of
Southern Montana Electric Generation and Transmission Cooperative
Inc. has been pushed back to Dec. 2, 2011.

The Troubled Company Report notes on Nov. 1, 2011, that the
meeting of creditors was originally set on Nov. 17, 2011.

                       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
scheduled about $132 million in liabilities and $110 million in
assets.  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.


MONTANA ELECTRIC: Gregori Steps Down as General Manager
-------------------------------------------------------
Richard Ecke at greatfallstribune.com reports that Tim Gregori
retired effective on Nov. 8, 2011, as general manager of Southern
Montana Electric Generation & Transmission Cooperative.

greatfallstribune.com also notes that Co-op officials disputed the
reported manner in which a temporary replacement for Mr. Gregori
had been named.  Great Falls City Commissioner Bob Jones said he
objected to the fact several Southern Montana members were not
even notified of Mr. Gregori's absence or the other man's
appointment until after the fact.

The report relates Dave Kelsey, a Southern Montana board member
who represents Yellowstone Valley Electric, said he was told Mr.
Gregori's departure means the retiree will not be available to
testify at a hearing of creditors scheduled to take place in
Billings on Nov. 17, 2011.

The report says Great Falls and Yellowstone Valley officials and
Kavulla expressed some concern that Mr. Gregori would not be at
the hearing to answer questions.  Public Service Commission
Chairman Travis Kavulla said of Mr. Gregori's departure there were
only one or perhaps two people who knew major details of what was
going on at Southern Montana -- Gregori and attorney Jon Doak of
Billings.

The report notes Yellowstone Valley Electric has filed an
exception with the court about Mr. Doak representing the co-op in
the bankruptcy matter, citing potential conflicts of interest.

                       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.


MOORE SORRENTO: Has Access to Cash to Pay Tenant Improvements
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted Moore Sorrento, LLC's motion for an order (a) fixing
amount of monetary defaults existing as of Oct. 7, 2011, under
certain leases; and (b) authorizing the Debtor's use of excess
cash collateral to make payments in partial satisfaction of
certain unpaid tenant improvement allowances.

The Court ordered that as of Oct. 7, the unpaid balance of the
T.I. obligation owed by the Debtor to:

   -- Como Yogurt pursuant to the lease between the Debtor and
Como Yogurt was $24,255, which such amount constitutes the total
amount of all monetary defaults by the Debtor under its lease with
Como Yogurt existing as of Oct. 7;

   -- DKG pursuant to the lease between the Debtor and DKG was
$150,000, which such amount constitutes the total amount of all
monetary defaults by the Debtor under its lease with DKG existing
as of Oct. 7;

   -- Mattress Firm pursuant to the lease between the Debtor and
Mattress Firm was $74,276, which such amount constitutes the total
amount of all monetary defaults by the Debtor under its lease with
Mattress Firm existing as of Oct. 7;

   -- Nick and Nora pursuant to the lease between the Debtor and
Nick and Nora was $48,289, which such amount constitutes the total
amount of all monetary defaults by the Debtor under its lease with
Nick and Nora existing as of Oct. 7.

The Debtor is also authorized to:

   1. immediately use up to $76,562 of excess cash during the
period covered by the cash collateral budget to make one or more
payments to one or more of the Tenants in order to reduce the
unpaid balance of the T.I. obligations owed by the Debtor to the
tenants;

   2. have sole and complete discretion to determine the portion,
if any, of the $76,562 of excess cash the Debtor is authorized to
expend pursuant to the order to be paid to any particular tenant;
provided, however, that the Debtor will not pay to any particular
tenant an amount exceeding the amount necessary to fully satisfy
the unpaid balance of the T.I. obligation owed by the Debtor to
such tenant;

In the event that the Debtor makes payment to a particular tenant
sufficient to fully satisfy the unpaid balance of the T.I.
obligation owed by the Debtor to such tenant, such payment by the
Debtor will constitute a complete cure of all monetary defaults by
the Debtor under its lease with the tenant existing as of Oct. 7.

                       About Moore Sorrento

Hurst, Texas-based Moore Sorrento, LLC, owns real property located
in Moore, Oklahoma, commonly known as the Shops at Moore, which
the Company operates as a retail shopping center.  The center's
current 23 tenants offer various goods and services to retail
customers.

Moore Sorrento filed Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-44651) on Aug. 17, 2011.  J. Robert Forshey,
Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in
Fort Worth, Tex., serve as the Debtor's counsel.  In its
schedules, Moore Sorrento disclosed assets of $43,259,900 and
liabilities of $42,262,158 as of the Petition Date.

As reported in the TCR on Oct. 20, 2011, Moore Sorrento delivered
a plan of reorganization and disclosure statement dated Oct. 3,
2011, to the U.S. Bankruptcy Court for the Northern District of
Texas.

All classes of claims and interests are estimated to have 100%
recovery under the Plan.


MOTELS OF AVON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Motels of Avon, LLP
        1220 Brookville Way
        Indianapolis, IN 46239

Bankruptcy Case No.: 11-14011

Chapter 11 Petition Date: November 9, 2011

Court: United States Bankruptcy Court
       Southern District of Indiana

Debtor's Counsel: KC Cohen, Esq.
                  KC COHEN, LAWYER, PC
                  151 N Delaware St., Ste. 1104
                  Indianapolis, IN 46204

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

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

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

The petition was signed by Sanjay Patel, president/CEO.


MSR RESORT: Paulson Resorts Get More Time to Control Bankruptcy
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge
gave a group of luxury resorts controlled by Paulson & Co. more
time to devise a strategy to exit Chapter 11 protection, as the
resorts work toward solving their complicated bankruptcy puzzle.

                        About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


MT VERNON PROPERTIES: Has Open-Ended Deadline to Use Cash
---------------------------------------------------------
Bankruptcy Judge David E. Rice signed off on a Stipulation and
Consent Order, available at http://is.gd/Pzt9Jnfrom Leagle.com,
permitting Mt. Vernon Properties LLC's continued use of First
Mariner Bank's cash collateral and granting the bank adequate
protection.  First Mariner consents to the use of Cash Collateral.

The Debtor is authorized to use the Cash Collateral to pay the
expenses shown on a supplemental budgets until the earlier of (a)
confirmation of a plan of reorganization; (b) appointment of a
Chapter 11 trustee; (c) conversion of the case to a Chapter 7
case; (d) dismissal of the case; (e) the failure of the Debtor to
comply with any material terms, conditions or covenants contained
in the Order or the Cash Collateral Order and such violation
remains uncured for a period of five business days after notice
thereof from First Mariner; (f) the entry of any order by the
Bankruptcy Court granting a super-priority claim or lien pari
passu with or senior to those liens held by First Mariner; (g) the
Debtor's failure to make any payment due under the Cash Collateral
Order within three business days of when due or the Debtor's use
of Cash Collateral to pay expenses not contained in the
Supplemental Budgets; (h) any judgment or order as to a post-
petition liability or debt for the payment of money in excess of
$10,000 will be rendered against the Debtor and the enforcement
thereof will not have been stayed; (i) the closing of a sale of
any of the Debtor's assets; or (j) further Court order.

The Debtor agrees to file by Nov. 15, 2011, a motion to sell its
Read Street Property and St. Paul Street Property, subject to
bidding and auction.

                   About Mt. Vernon Properties

Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the
owner of many parcels of real property located in Baltimore City
that the Debtor operates as multi-family rental properties.  The
Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-24801) on July 18, 2011.  Judge David E. Rice presides over the
case.  Aryeh E. Stein, Esq. -- astein@meridianlawfirm.com --
at Meridian Law, LLC, in Baltimore, serves as bankruptcy counsel.
The Debtor disclosed $10,237,448 in assets and $15,064,059 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Ronald Persaud, managing member of Mt. Vernon Properties II
LLC, the Debtor's sole member.

First Mariner Bank, a cash collateral lender, is represented by:

          Susan J. Klein, Esq.
          Lawrence D. Coppel, Esq.
          GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
          The Garrett Building
          Baltimore, MD
          E-mail: sklein@gfrlaw.com


NAVISTAR INT'L: Navistar to Lease Cherokee, Alabama Building
------------------------------------------------------------
Navistar, Inc., released from escrow upon satisfaction of certain
pre-conditions, a lease agreement and a machinery and equipment
purchase agreement with Retirement Systems of Alabama, whereby
commencing Jan. 1, 2012, Navistar, Inc., will lease an existing
building of approximately 2.3 million square feet of manufacturing
space at 1200 Haley Drive, Cherokee, Alabama 35616, including the
respective land where the building resides, as well as, purchase
certain machinery and equipment within the building.

Navistar, Inc.'s aggregate contractual lease and equipment
purchase payment obligations under these agreements are
approximately $182 million, payable monthly over the ten-year
term.  The first year the total payments will be $11 million and
in years 2-10 the total payments will be $19 million per year.

                     Credit Agreement Drawdown

As previously disclosed on Oct. 24, 2011, Navistar, Inc., and
seven of its manufacturing subsidiaries signed a definitive loan
agreement relating to a five-year senior inventory secured, asset-
based revolving credit facility in an aggregate principal amount
of $355 million.  On Nov. 4, 2011, the Companies initiated a
drawdown of $100 million under the Credit Agreement.  Navistar
International Corporation used the funds from the Advance to
replenish funds used on Nov. 1-2, 2011, to redeem a portion of its
8.25% Senior Notes, due in 2021.  The Companies may, from time to
time, draw additional funds under the Credit Agreement.

The Advance bears interest at a rate of one-month LIBOR, plus
1.75%.  The Advance can be extended at the Companies' request but
otherwise is due and payable, together with all unpaid interest,
fees and other obligations, no later than Dec. 5, 2011, or earlier
upon exercise by the lenders under their right to accelerate the
due date of obligations upon the occurrence of an event of
default, as described in the Credit Agreement.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2011, showed $11.17
billion in total assets, $10.42 billion in total liabilities, $5
million in redeemable equity securities and $752 million in total
stockholders' equity.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NAVISTAR INT'L: BlackRock Discloses 4.9% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that it
beneficially owns 3,624,949 shares of common stock of Navistar
International Corp. representing 4.92% of the shares outstanding.
As previously reported by the TCR on Feb. 15, 2011, BlackRock
disclosed beneficial ownership of 5,860,857 shares or 7.97% equity
stake.  A full-text copy of the amended Schedule 13G is available
for free at http://is.gd/VnuGSc

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2011, showed $11.17
billion in total assets, $10.42 billion in total liabilities, $5
million in redeemable equity securities and $752 million in total
stockholders' equity.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEW STREAM: Court Order Clears Firm, Cayman Investor Payout
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that New Stream Secured
Capital Inc.'s U.S. and Cayman Islands investors are on their way
to sharing in a $10.15 million cash payout under a distribution
plan that received the bankruptcy court's stamp of approval.

                       About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut. Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors. The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000. NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000. NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million. NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan. The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974. NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.

New Stream completed a sale of its assets on June 3.  New Stream
sold the portfolio of life-insurance policies to an affiliate of
McKinsey & Co. for $127.5 million.  There were no competing bids
at auction.


NORTHGATE PROPERTIES: Court Sets Dec. 7 Hearing on Dismissal Plea
-----------------------------------------------------------------
Northgate Properties, Inc., asks the U.S. Bankruptcy Court for the
District of Nevada to dismiss its Chapter 11 case as the result of
an agreement between the Debtor and secured creditor City National
Bank for the surrender of the real property land parcels located
in the Ventana Point Subdivision in Northwest, Reno for which CNB
holds a secured interest.

On Aug. 29, 2011, the Bankruptcy Court entered the order approving
a stipulation by and between the Debtor and CNB to lift the
automatic stay with respect to the Debtor's real property and for
the Debtor to surrender the real property to CNB.  The real
property is the Debtor's only asset.

The Debtor set a Dec. 7 hearing, at 10:00 a.m., to consider the
dismissal motion.

                 About Northgate Properties, Inc.

Reno, Nevada-based Northgate Properties, Inc., owns three (3)
parcels of undeveloped land located in Northwest Reno, Nevada, for
which the Debtor planned to develop a multi-unit senior citizen
housing project.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 11-50451) on Feb. 14, 2011.  In its schedules, the
Debtor disclosed $12,053,476 in assets and $5,811,393 in
liabilities as of the petition date.  Northgate Properties is
represented by Kevin A. Darby, Esq., of Darby Law Practice, Ltd.,
in Reno, Nevada.


OPEN RANGE: House Panel Probes Rural's $267 Million Loan
--------------------------------------------------------
Ann Schrader at the Denver Post reports that a U.S. House
committee has launched an investigation into the Rural Utilities
Service's $267 million loan to Open Range Communications Inc.

According to the report, committee leaders sent a bipartisan
letter on Nov. 9, 2011, to the RUS administrator requesting
documents and a briefing on the Open Range loan as part of a probe
into broadband loans made through the 2002 and 2008 farm bills.

The report says the Company received the loan in 2008 from RUS,
which is part of the U.S. Department of Agriculture.  The RUS
broadband program is intended to extend high-speed Internet
service to rural communities.  The current balance of Open Range's
loan -- the largest made by the broadband program -- is $73.5
million.

The report relates that, citing the Open Range bankruptcy and
concerns raised by the USDA's inspector general about broadband-
loan-program oversight, the letter seeks an explanation of the RUS
application-review process for the Open Range loan and "the
oversight RUS conducted to ensure taxpayer funds were used as
intended."

The report says among the six signing the letter were committee
chairman Fred Upton, R-Mich., and Diana DeGette, D-Colo., a
ranking member of the Subcommittee on Oversight and
Investigations.

                         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 listed 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.  FTI
Consulting, Inc., will provide a chief restructuring officer,
Michael E. Katzenstein; an associate chief restructuring officer,
Chris Lewand; and hourly temporary staff.  The petition was signed
by Chris Edwards, chief financial officer.

Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Open Range Communications Inc.


OSI RESTAURANT: Incurs $7.7 Million Third Quarter Net Loss
----------------------------------------------------------
OSI Restaurant Partners, LLC, filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $7.72 million on $928.32 million of total revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$7.32 million on $852.63 million of total revenues for the same
period during the prior year.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.

The Company also reported net income of $50.48 million on $2.88
billion of total revenues for the nine months ended Sept. 30,
2011, compared with net income of $13.17 million on $2.71 billion
of total revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.32
billion in total assets, $2.37 billion in total liabilities and a
$40.30 million total deficit.

Liz Smith, chief executive officer, remarked, "We are very pleased
with our strong top line results in generating a sixth consecutive
quarter of positive comparable-store sales growth and share gains
at all of our major concepts. We have made excellent progress
driving performance across all concepts by improving menu
innovation, service and marketing while building infrastructure
for future growth.  As we look toward 2012, we will continue our
focus on transforming OSI into a sustainable growth company by
increasing existing unit sales and by accelerating expansion
domestically and internationally."

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

                        http://is.gd/7u4uDW

                        About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.


OTTILIO PROPERTIES: Can Employ LoFaro & Reiser as Attorneys
-----------------------------------------------------------
The Honorable Morris Stern has approved the retention of LoFaro &
Reiser, LLP as attorneys to Ottilio Properties, LLC, nunc pro tunc
to the Petition Date.  The firm can be contacted at:

          LOFARO & REISER, LLP
          55 Hudson Street
          Hackensack, New Jersey 07601
          Tel: (201) 498-0400

                  About Ottilio Properties, LLC

Totowa, New Jersey-based Ottilio Properties, LLC, filed a Chapter
11 petition (Bankr. D.N.J. Case No. 11-34641) on Aug. 18, 2011, in
Newark, New Jersey.  Glenn R. Reiser, Esq., at LoFaro and Reiser,
LLP, in Hackensack, New Jersey, serves as counsel to the Debtor.

Ottilio Properties estimated as much as $50 million in assets and
$10 million in liabilities as of the Chapter 11 filing.


PACESETTER FABRICS: Plan Filing Period Extended to Feb. 14
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has Pacesetter Fabrics, LLC's exclusive periods to file a plan and
to obtain acceptances of a plan until Feb. 14, 2012, and April 12,
2012, respectively.

As reported in the TCR on Oct. 14, 2011, the Debtor anticipates
filing a plan by early 2012.

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011.  Judge Ernest M.
Robles presides over the case.  The Debtor is represented by Brian
L. Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E.
Shin, Esq., at Rutter Hobbs & Davidoff Incorporated.  The Debtor
disclosed $33,695,869 in assets and $28,599,582 in liabilities as
of the Chapter 11 filing.

Brian Wygle -- Brian@lazarusresources.com -- president of Lazarus
Resources Group, LLC, a corporate turnaround consultant, assists
Pacesetter with its turnaround and reorganization efforts and the
financial affairs and management of the Company.


PACIFIC DEV'T: Court OKs Marquiss to Appraise Heritage Village
--------------------------------------------------------------
Pacific Development, L.C., sought and obtained permission from the
U.S. Bankruptcy Court for the District of Utah employ Marquiss
Appraisal Services, LLC, as appraiser for the Debtor's Heritage
Village subdivision in Payson, Utah, well as other properties if
needed.

The Debtor needs to determine the fair market value of its
Heritage Village property as part of ongoing proceedings regarding
Central Bank's foreclosure on the same.

As reported in the Troubled Company Reporter on July 21, 2011,
Central Bank provided postpetition funding to construct four homes
at a time for pre-sold contracts to qualified buyers.  The
Debtor's Plan provides for the continuation of the development and
construction of Heritage Village, its residential development in
Payson, Utah.

Marquiss will also provide all other attendant services required
of a listing agent and broker in a real estate transaction.

The Debtor seeks permission to pay Marquiss $4,000 upon receipt of
the appraisal, without further notice or order from the Court.  To
the extent that additional services are required, as expert
testimony at a hearing in the case, Marquiss will charge his
ordinary hourly rate of $75.  The Debtor will not pay, and does
not seek authority by the application to pay, any hourly fees of
Marquiss for the services.  Rather, any such fees will be
requested for approval by the Court through the ordinary fee
application process.

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

                     About Pacific Development

Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah.  The Company filed for Chapter 11 protection (Bankr. D. Utah
Case No. 10-22754) on March 10, 2010.  Blake D. Miller, Esq., and
James W. Anderson, Esq., at Miller Guymon, PC, in Salt Lake City,
represent the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

David P. Billings, Esq., and J. Thomas Beckett, Esq., at Parsons,
Behle & Latimer, P.C., in Salt Lake City, represent the Official
Committee of Unsecured Creditors.


PACIFICUS REAL ESTATE: Court Dismisses Chapter 11 Case
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has dismissed the Chapter 11 case of PacificUS Real Estate Group.

The automatic stay under Section 362 of the Bankruptcy Code is
terminated as to the Lender and Lender's successors, transferees
and assigns, as to the Debtor and its bankruptcy estate in any
subsequent bankruptcy case, whether voluntary or involuntary,
filed by or against the Debtor under any chapter of the Bankruptcy
Code.

Lender may enforce all its rights and remedies upon or against
either or both of the Fish Camp Property and the Hwy 41 Property
in accordance with the Loan Documents and applicable nonbankruptcy
law in any subsequent bankruptcy case.

As reported in the TCR on Oct. 20, 2011, the Debtor told the Court
that it reached an agreement with secured creditor OneWest Bank
FCB on a discounted payoff of the Debtor's debt to the bank.
However, the new lender will only make the loan to the Debtor if
the Debtor first dismisses its Chapter 11 case.

OneWest Bank holds a first trust deed against the SilverTip
property securing a claim in the amount of approximately
$5,587,158 for a loan made to the Debtor.

                   About Pacificus Real Estate

PacificUS Real Estate Group, based in Pasadena, California, owns
various real estate properties, including the "SilverTip
Property"located at the south entrance of Yosemite National Park.
It filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-40120) on July 14, 2011.  Judge Ernest M. Robles presides over
the case.  Ron Bender, Esq., and Todd M. Arnold, Esq., at Levene,
Neale, Bender, Yoo & Brill, LLP, in Los Angeles, represent the
Debtor as counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million.  The petition was signed
by Paul J. Giuntini, its president.


PANTHEON INC: Moody's Affirms Rating on Class A Notes at 'Ba1'
--------------------------------------------------------------
Moody's has affirmed the ratings of one class of Notes issued by
Salisbury International Investments Limited Series 2005-05 due to
key transaction parameters performing within levels commensurate
with the existing ratings levels. The rating action is the result
of Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CDO Synthetic) transactions.

Series 2005-05 US$20,000,000 Class A Secured Floating Rate
Portfolio Credit Linked Notes due 2025, Affirmed at Ba1 (sf);
previously on Dec 15, 2010 Downgraded to Ba1 (sf)

RATINGS RATIONALE

Salisbury International Investments Limited Series 2005-05 is a
synthetic CRE CDO transaction referencing a pool of commercial
mortgage backed securities (CMBS) (100%). There is no trustee
report published for this deal. The issued Note balance of the
transaction is $20.0 million, the same as at issuance.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: weighted average
rating factor (WARF), weighted average life (WAL), weighted
average recovery rate (WARR), and Moody's asset correlation (MAC).
These parameters are typically modeled as actual parameters for
static deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated credit estimates for the non-Moody's
rated collateral. The bottom-dollar WARF is a measure of the
default probability within a collateral pool. Moody's modeled a
bottom-dollar WARF of 24 compared to 23 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (87.5% compared to 92.0% at last review), A1-A3
(8.3% compared to 4.0% at last review), Baa1-Baa3 (4.2% compared
to 4.0% at last review), Ba1-Ba3 (0.0% compared to 0.0% at last
review), B1-B3 (0.0% compared to 0.0% at last review), and Caa1-C
(0.0% compared to 0.0% at last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 2.2 years compared
to 2.6 at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed WARR of
67.3% compared to 68.2% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 54.9% compared to 57.8% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on January 24, 2011.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. In general, the rated Notes are particularly
sensitive to rating changes within the collateral pool. Holding
all other key parameters static, changing the reference
obligations by one notch upward and up by one notch downward, the
resulting impact affects the model results between 0.75 to 0.94
notch upward and 1.74 to 1.98 notches downward on average.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of assumption uncertainty
are the current sluggish macroeconomic environment and performance
in the commercial real estate property markets. While commercial
real estate property markets are gaining momentum, a consistent
upward trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are
continuing to show signs of recovery through the first half of
2011, while recovery in the non-core office and retail sectors are
tied to pace of recovery of the broader economy. Core office
markets are showing signs of recovery through lending and leasing
activity. The availability of debt capital continues to improve
with terms returning toward market norms. Moody's central global
macroeconomic scenario reflects an overall sluggish recovery as
the most likely scenario through 2012, amidst ongoing individual,
corporate and governmental deleveraging, persistent unemployment,
and government budget considerations, however the downside risks
to the outlook have risen since last quarter.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in November 2010.


PARADISE HOSPITALITY: Sec. 341 Creditors' Meeting Set for Dec. 6
----------------------------------------------------------------
The United States Trustee for the Central District of California
in Santa Ana will hold a Meeting of Creditors pursuant to 11
U.S.C. Sec. 341(a) in the Chapter 11 case of Paradise Hospitality,
Inc., on Dec. 6, 2011, at 10:00 a.m. at RM 1-159, 411 W Fourth
St., in Santa Ana.

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel in Ohio and a shopping center in Arkansas.  It filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-24847) on
Oct. 26, 2011, about three weeks after it lost the right to use
the Crowne Plaza for its hotel.  For now, the hotel has been
renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq. --
sam.oh@limruger.com -- at Lim, Ruger & Kim, LLP, serves as the
Debtor's counsel.  In its petition, the Debtor estimated assts and
debts of $10 million to $50 million.  The petition was signed by
the Debtor's president, Dae In Kim, a Korean businessman who lives
in southern California.


PARADISE HOSPITALITY: Schedules Filing Deadline Moved to Dec. 2
---------------------------------------------------------------
Paradise Hospitality, Inc., won an extension of its deadline to
file schedules of assets and liabilities and statement of
financial affairs and other required information up to and
including Dec. 2, 2011.

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel in Ohio and a shopping center in Arkansas.  It filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-24847) on
Oct. 26, 2011, about three weeks after it lost the right to use
the Crowne Plaza for its hotel.  For now, the hotel has been
renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq. --
sam.oh@limruger.com -- at Lim, Ruger & Kim, LLP, serves as the
Debtor's counsel.  In its petition, the Debtor estimated assts and
debts of $10 million to $50 million.  The petition was signed by
the Debtor's president, Dae In Kim, a Korean businessman who lives
in southern California.


PARADISE HOSPITALITY: Receiver Faces Claims for Mismanagement
-------------------------------------------------------------
The bankruptcy counsel to Paradise Hospitality, Inc., said the
receiver for the Debtor's hotel is to blame for the loss of the
Crowne Plaza license.

Sam S. Oh, Esq., at Lim, Ruger & Kim LLP, said the loss of the
Crowne Plaza license resulted from service and quality defaults
that occurred under Love Hotel Management Company's management.
LHMC's loss of the Crowne Plaza franchise is on its face gross
mismanagement which disqualifies LHMC from acting as receiver, the
lawyer said.

"The Debtor recently investigated the Hotel's affairs, which
revealed further proof of LHMC's gross incompetence and
mismanagement," Mr. Oh said.  He added that the bankruptcy estate
has potential claims against LHMC for breach of the management
contract, breach of fiduciary duty and related claims.  The Debtor
also has avoidance claims against LHMC and its affiliates for
preferential payments of their pre-petition management fees and
related charges (and possibly fraudulent transfers) made while
LHMC was managing the Hotel and its finances.

LHMC clearly has an impermissible conflict of interest, and is not
a "disinterested" person qualified to serve as a fiduciary in this
case, Mr. Oh told the Court.

At the onset of the Debtor's case, RREF WB Acquisitions LLC, a
purported secured creditor, asked the Bankruptcy Court to excuse
LHMC as the pre-petition receiver from its obligation to turnover
and account for the Debtor's hotel in Toledo, Ohio, property of
the estate under 11 U.S.C. Sec. 543.  RREF contends that the
Debtor's alleged mismanagement of the Hotel, including the loss of
the Debtor's Crowne Plaza franchise, justifies the receiver's
refusal to surrender the Property.

Dae In Kim, the Debtor's President and shareholder, bought the
hotel property in March 2007.  The purchase was funded in part by
a $4.4 million loan from Wilshire State Bank, a local community
bank that had a long relationship with Mr. Kim.  WSB also made a
construction loan of $5.85 million, which partially financed the
$10 million in renovation costs.  The total cost of the Hotel,
including the purchase price and renovation costs, is roughly
$17.5 million.

Hotel operations were already reeling from impact of the 2008
economic crisis.  In May 2010, the Debtor hired LHMC to manage the
Hotel.

On Oct. 4, 2011, the Debtor received notice from LHMC that the
franchisor was terminating the Hotel's Crowne Plaza franchise
license, effective Oct. 12, for service and quality default.  Mr.
Oh said the Debtor was shocked by this news.

"LHMC had never warned the Debtor that the Hotel was about to lose
its Crowne Plaza franchise.  Had LHMC warned the Debtor that the
Hotel was going to lose the franchise license, the Debtor would
have taken immediate steps to prevent the termination," Mr. Oh
said.

On Oct. 16, 2011, RREF filed an ex parte application for the
appointment of LHMC as the Hotel's receiver.  On Oct. 19, the
District Court granted the application without even giving the
Debtor a chance to file any opposition.

According to Mr. Oh, after receiving notice from LHMC that the
Crowne Plaza franchise was going to be terminated, Mr. Kim flew to
Toledo, Ohio and began investigating the facts.  The investigation
showed that LHMC was grossly mismanaging the Hotel.  The Debtor
immediately started taking corrective measures.  Unfortunately,
LHMC was soon appointed as receiver and it immediately barred the
Debtor from participating in management.   LHMC also cut off the
Debtor's access to the Hotel's books and records, including the
Debtor's ability to review the Hotel's bank account information on
line, in direct violation of the express terms of the management
agreement.

Mr. Oh noted that the two loans originally made by WSB comprise
RREF's secured claim.

As of December 2008, the Hotel had an appraised value of $26
million.  Mr. Oh said the Debtor should have substantial equity in
the Hotel after deducting the value of the two secured loans,
reported to be roughly $11 million by RREF.

In a Nov. 3 ruling, the Court directed the receiver to turn over
the Hotel property.

                    About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel in Ohio and a shopping center in Arkansas.  It filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-24847) on
Oct. 26, 2011, about three weeks after it lost the right to use
the Crowne Plaza for its hotel.  For now, the hotel has been
renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq. --
sam.oh@limruger.com -- at Lim, Ruger & Kim, LLP, serves as the
Debtor's counsel.  In its petition, the Debtor estimated assts and
debts of $10 million to $50 million.  The petition was signed by
the Debtor's president, Dae In Kim, a Korean businessman who lives
in southern California.


PATIENT SAFETY: Enters Into Warrant Exchange Agreements
-------------------------------------------------------
Patient Safety Technologies, Inc., entered into warrant exchange
agreements and amended warrants with three holders of outstanding
warrants to purchase the Company's common stock, one of whom
included Brian E. Stewart, the Company's President and Chief
Executive Officer.  The exchanges, which were approved by the
Company's Board of Directors with Mr. Stewart abstaining, were
effected pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended, and
involved exchanging warrants for 511,767 shares in the aggregate
that contained certain anti-dilution features which created
derivative liability accounting treatment.  As the sole
consideration for eliminating these anti-dilution features from
these warrants, the warrant holders received, in exchange for
their old warrants, new warrants for an additional 51,177 shares
in the aggregate.  The new warrants have an exercise price of
$0.75, and all other terms of the original warrants remained
unchanged.  The warrant exchange was completed on Nov. 2, 2011.

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

Patient Safety reported net income of $2.00 million on $14.79
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $17.53 million on $4.50 million of revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $13.29
million in total assets, $3.23 million in total liabilities, all
current, and $10.05 million in total stockholders' equity.

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through Dec. 31,
2009, and significant working capital deficit as of Dec. 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PATRIOT NATIONAL: Posts $255,459 Net Income in Third Quarter
------------------------------------------------------------
Patriot National Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $255,459 on $6.90 million of total interest and
dividend income for the three months ended Sept. 30, 2011,
compared with a net loss of $6.79 million on $8.46 million of
total interest and dividend income for the same period during the
prior year.

The Company reported a net loss of $15.40 million on
$35.61 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $23.88 million on
$42.97 million of total interest and dividend income during the
prior year.

The Company also reported a net loss of $15.90 million on
$21.44 million of total interest and dividend income for the nine
months ended Sept. 30, 2011, compared with a net loss of
$11.32 million on $27.56 million of total interest and dividend
income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $628.42
million in total assets, $577.75 million in total liabilities and
$50.67 million in total shareholders' equity.

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

                        http://is.gd/qtzvPG

                    About Patriot National Bancorp

Stamford, Conn.-based Patriot National Bancorp, Inc. (NASDAQ:
PNBK) is the parent company of Patriot National Bank, a national
banking association headquartered in Stamford, Fairfield County,
in Connecticut.  Patriot National Bank has 19 full service
branches, 16 in Connecticut and three in New York.


PELICAN ISLES: Court OKs Boyd & Jenerette as Bankruptcy Counsel
---------------------------------------------------------------
Pelican Isle Limited Partnership sought and obtained permission
from the U.S. Bankruptcy Court for the Southern District Florida
to employ Ronald G. Neiwirth, Esq. and the law firm Boyd &
Jenerette as general bankruptcy counsel.

Upon retention, the firm will, among other things:

   a. advise the Debtor with respect to its powers and duties as
      debtor and debtor-in-possession in he continued management
      and operation of its business and property;

   b. attend meetings and negotiate with representative of
      creditors and other parties-in-interest; and

   c. advise and counsult on the conduct of the Chapter 11 Case,
      including all of the legal and administrative requirements
      of operating in chapter 11.

The firm's rates are:

   Personnel                             Rates
   ---------                             -----
   Partners                              $450
   Of counsel                            $450
   Associates                          $225-$365
   Paraprofessionals                   $190-$205

Ronald G. Neiwirth, Esq.,a partner at Boyd & Jenerette, attests
that the firm is a "disinterested person," as that term is defined
in section 101(14) of the Bankruptcy Code.

Pelican Isles Limited Partnership dba Pelican Isles Apartments
Pelican Isles filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No.11-38544) on Oct. 14, 2011 in West Palm Beach, Florida, Ronald
G. Neiwirth, Esq., at Boyd & Jenerette, Pa, in Miami, serves as
counsel to the Debtor {e}.  The Debtor estimated up to $50,000,000
in assets and up to $10 million in liabilities.


PELICAN ISLES: Access to Cash Collateral Expires Tomorrow
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
previously entered an order authorizing Pelican Isles Limited
Partnership to use cash collateral of CDT Mortgage, LLC, solely
(i) to make payments in accordance with a Budget, and (ii) to make
such other payments, if any, as the Debtor and CDT may expressly
agree in writing signed by CDT.

With respect to any line item in the Budget, the Debtor is
authorized to make payments for such line item up to 110% of the
amount set forth in the Budget and the Debtor is further
authorized to make total payments for items on the Budget up to
110% of the Budget.

The Debtor right to use Cash Collateral will remain in effect
through and including Nov. 16, 2011.

In addition to the sums set forth in the Budget the Debtor is
authorized to spend the sum of $5,890 for annual termite
prevention treatment to Hulett Environmental Services, in
accordance with its proposal to the Debtor.

Notwithstanding the items listed in the Budget, absent written
consent of CDT or an Order of the Court, the Debtor will not use
cash collateral: (a) to make any prepayments with respect to
services which were not yet rendered, goods that have not been
received, or any other item for which payment is not currently
due, (b) to pay any increases in salaries or compensation for
employees, (c) to pay any part or portion of any pre-petition
claims, or (d) to pay any fees for professionals (the "Prohibited
Uses").  Without further action by CDT or any other party, the
Debtor's right to use cash collateral will be temporarily
suspended pending final hearing in the event the Debtor uses any
cash collateral for any Prohibited Uses.

As adequate protection for the Debtor's use of the cash
collateral, to secure the amount of any diminution in the value of
the cash collateral as of the Petition Date, the Court approves of
the Debtor's grant to CDT of a lien upon its postpetition rents
and revenues from the operation of the Apartment Complex, which
will be pari passu to CDT's pre-petition liens.

As additional adequate protection for the Debtor's use of the cash
collateral, to secure the amount of any diminution in the value of
the cash collateral as of the Petition Date, the Court approves of
the Debtor's grant to CDT of a security interest and liens, in and
to all of its assets whether owned or existing as of the Petition
Date or thereafter acquired or arising, and all proceeds,
products, rents, revenues, or profits of such property, other than
causes of action arising under 11 U.S.C. Section 542 et seq.

As further adequate protection for CDT for the Debtor's use of the
cash collateral, CDT will hold nunc pro tunc as of the Petition
Date an administrative expense claim pursuant to Sections
507(a)(2) and 503(b) of the Bankruptcy Code in the amount of any
diminution in value of the cash collateral as of the Petition
Date.

CDT Mortgage, LLC, obtained the current loan in the principal
amount of $4,650,000 from MMA Mortgage Investment Corporation.

CDT claims that the Debtor is indebted to CDT in the principal
amount of $4,539,716, plus accrued interest in the amount of
$538,848, plus default interest in the amount of $294,072.72, plus
late fees in the amount of $29,508, plus attorneys' fees and
costs, secured by a first-priority prepetition lien on the
Apartment Complex and all prepetition rents and postpetition rents
thereof.

The Court will hold a final hearing on Nov. 16, 2011, at 1:30 p.m.
to consider entry of a final order and authorization of the
Debtor's use of cash collateral on a permanent basis.

A copy of the interim agreed order is available for free at:

         http://bankrupt.com/misc/pelicanisles.dkt40.pdf

Pelican Isles Limited Partnership, dba Pelican Isles Apartments
and Pelican Isles owns and operates a 150-unit affordable rental
community, built in 2005, which is located in Sebastian, Florida.
The Apartment Complex provides tax-assisted low income housing to
residents in the Sebastian, Florida area.  The second real
property owned by the Debtor is a parcel of undeveloped land,
which is adjacent to the Apartment Complex.

The Company filed for Chapter 11 protection (Bankr. S.D.
Fla. Case No. 11-38544) on Oct. 14, 2011, estimating between
$10 million and $50 million in assets and $1 million and
$10 million in debts.  Ronald G. Neiwirth, Esq., at Boyd &
Jenerette, P.A, in Miami, Fla., serves as bankruptcy counsel.  The
petition was signed by John Corbett, President of The Partnership,
Inc., the general partner of the Debtor.


PENINSULA HOSPITAL: Has Until Nov. 30 to Access Cash Collateral
---------------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York, in a fourth interim order,
authorized Peninsula Hospital Center, et al., to use cash
collateral of 1199 SEIU National Benefit Fund for Health and Human
Services Employees, 1199SEIU Health Care Employees Pension Fund,
League/1199SEIU Training and Upgrading Fund, 1199SEIU Employer
Child Care Fund, and League/1199SEIU Health Care Industry Job
Security Fund.

Upon the agreement among the Debtors, the 1199 Funds, JPMorgan
Chase Bank, N.A., and the Official Committee of Unsecured
Creditors:

   1. the Debtors will pay $242,808 to the 1199 Funds by Nov. 30;

   2. the balance of the amounts owed to the 1199 Funds for the
   postpetition period due Oct. 31, will be treated as an allowed
   administrative expense claim of the 1199 Funds;

   3. the Debtors will be authorized on consent to use the cash
   collateral of the 1199 Funds until Nov. 30; and

   4. the Debtors will not use, control, or have any property
   interest in, any of these accounts or any funds therein: (i)
   the account referenced in that certain Assignment of Deposit
   Account between PHC and JPMorgan Chase Bank, N.A. dated Jan. 1,
   2009; (ii) the trust funds and accounts established and created
   pursuant to that certain Indenture of Trust between New York
   City Industrial Development Agency and United States Trust
   Company of New York dated Dec. 1, 1998; and (iii) any other
   similar collateral accounts, trust funds or trust accounts
   established in connection with the Indenture or any related
   agreements, including without limitation the following JPM
   account numbers: 777-138387 and 777-138379.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  Deborah J. Piazza, Esq., at Abrams,
Fensterman, Fensterman, Eisman, Greenberg, Formato & Einiger, LLP,
in New York, N.Y., represent the Debtors as counsel.  Judge Stong
appointed Daniel T. McMurray at Focus Management Group as patient
care ombudsman.

The Debtors have tapped Garden City Group, Inc. as claims and
noticing agent.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Peninsula Hospital Center.
The Official Committee of Unsecured Creditors of Peninsula
Hospital Center has tapped Arent Fox LLP as its attorneys.

The Debtor listed $22,846,994 in assets, and $34,476,885 in
liabilities.


PENINSULA HOSPITAL: U.S. Trustee Objects Revival's $27MM Rescue
---------------------------------------------------------------
Crain's New York Business reports the U.S. trustee representing
the creditors of Peninsula Hospital objects to the terms of
Revival Home Health Care's $27 million rescue package and alleges
conflict-of-interest issues with Peninsula's choice of bankruptcy
counsel, Abrams Fensterman, and financial consultant, Alvarez &
Marsal.

The report relates that the U.S. trustee argued that both firms
have conflicts of interest that align their interests with Revival
Home Health Care.

According to the report, Alvarez & Marsal, which Peninsula
proposes to pay $160,000 a month, was paid a retainer by Revival's
financing arm even before Peninsula filed for bankruptcy, which
the U.S. trustee called an example of "the extreme change of
control measures that Revival has sought to impose upon the
debtors in connection with the financing transactions."

The report notes the U.S. trustee said the deal places Peninsula
"under the control of Revival at both the board and executive
levels."

The report relates that A&M has not yet filed a response to the
U.S. trustee's objection; nor has Abrams Fensterman.  But in an
interview last month, Deborah Piazza, Esq., Peninsula's bankruptcy
attorney, said, "We have been very diligent about separating the
debtor from Revival.  I answer to the old board members.
Eventually, Revival will be the investor, but not now, not during
the bankruptcy."

The report says Ms. Piazza added that once the bankruptcy plan is
approved, Revival's investment "will give them control.  That's
part of the plan."

A hearing was scheduled for Nov. 10.

                    About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  Deborah J. Piazza, Esq., at Abrams,
Fensterman, Fensterman, Eisman, Greenberg, Formato & Einiger, LLP,
in New York, N.Y., represent the Debtors as counsel.  Judge Stong
appointed Daniel T. McMurray at Focus Management Group as patient
care ombudsman.

The Debtors have tapped Garden City Group, Inc. as claims and
noticing agent.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Peninsula Hospital Center.
The Official Committee of Unsecured Creditors of Peninsula
Hospital Center has tapped Arent Fox LLP as its attorneys.

The Debtor listed $22,846,994 in assets, and $34,476,885 in
liabilities.


PERKINS & MARIE: Seeks to Hire Deloitte as Audit Services Provider
------------------------------------------------------------------
BankruptcyData.com reports that Perkins & Marie Callender's is
seeking to employ Deloitte & Touche (Contact: Thomas Corona) as
audit services provider at these hourly rates: partner, principal
or director at $335, senior manager at $280, manager at $260,
senior at $210 and staff at $140.

                   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.


PETTERS COMPANY: SEC Charges Hedge Fund Managers With Aiding Fraud
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Court reports that regulators charged
two more hedge fund managers with helping feed funds to a
Minnesota Ponzi scheme that eventually defrauded victims of at
least $3.65 billion.

                        About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped aynes and Boone, LLP as special counsel, and Martin
J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETROLEUM & FRANCHISE: Court OKs Day Pitney Term Modification
--------------------------------------------------------------
The Honorable Alan H. W. Shiff granted the motion of Petroleum &
Franchise Capital, LLC and Petroleum & Franchise Funding, LLC to
modify the scope and terms of retention of its special counsel,
Day Pitney, LLP.  The terms of the date of retention are modified.

                   About Petroleum & Franchise

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection on June 23, 2010
(Bankr. D. Conn. Case No. 10-51465).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, assist the Company in
its restructuring effort.  BDO USA, LLP, serves as the Company's
accountants.  The Company estimated assets and debts at $50
million to $100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition (Case No. 10-51467) on June 23,
2010, disclosing $66,132,915 in assets and $54,782,604 in
liabilities as of the Chapter 11 filing.


PHYSICAL PROPERTY: Incurs HK$110,000 3rd Quarter Net Loss
---------------------------------------------------------
Physical Property Holdings Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss and total comprehensive loss of HK$110,000 on HK$203,000
of total operating revenue for the three months ended Sept. 30,
2011, compared with a net loss and total comprehensive loss of
HK$118,000 on HK$202,000 of total operating revenue for the same
period during the prior year.

The Company reported a net loss and total comprehensive loss of
HK$640,000 on HK$765,000 of rental income for the year ended
Dec. 31, 2010, compared with a net loss and total comprehensive
loss of HK$899,000 on HK$602,000 of rental income during the prior
year.

The Company also reported a net loss and total comprehensive loss
of HK$381,000 on HK$604,000 of total operating revenue for the
nine months ended Sept. 30, 2011, compared with a net loss and
total comprehensive loss of HK$397,000 on HK$550,000 of total
operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed HK$10.46
million in total assets, HK$11.33 million in total liabilities,
all current, and a HK$874,000 total stockholders' deficit.

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

                        http://is.gd/Iwsfyd

                      About Physical Property

Physical Property Holdings Inc. (formerly known as Physical Spa &
Fitness Inc.), through its wholly-owned subsidiary Good Partner
Limited, owns five residential apartments located in Hong Kong.
The Company was incorporated on Sept. 21, 1988, under the laws
of the United States of America.

As reported by the TCR on April 7, 2011, Mazars CPA Limited, in
Hongkong, expressed substantial doubt about the Company's ability
to continue as a going concern, following the Company's 2010
financial results.  The independent auditors noted that the
Company had a negative working capital as of Dec. 31, 2010 and
incurred loss for the year then ended.


PLACE HOTEL: Receiver Wants to Evict 71 Tenants
-----------------------------------------------
CBC News reports that dozens of low-income tenants in two hotels
in Vancouver's Downtown Eastside are facing an uncertain future,
as their new homes might soon be sold out from under them, CBC
News has learned.

The owner of the Palace Hotel and Wonder Rooms has run into
serious financial problems and his buildings are facing
foreclosure, according to the report.  CBC News relates that the
hotels are owned by George Wolsey, who has battled with the city
for years over building code violations.

In September, CBC News recalls that Mr. Wolsey agreed to hand over
operations of the hotels to the Community Builders Group, a local
non-profit organization.  But now the nonprofit group believes
that the receiver handling the case wants to evict the tenants,
the report notes.

"The receiver is talking about selling the building empty and
evicting all 71 tenants and having an empty building in two
months.  And that obviously causes a lot of anxiety for our
tenants who have nowhere else to go," the report quoted Jerry
Covington, a tenant at the hotel, as saying.


PLAINS EXPLORATION: Moody's Says Asset Sale Is Positive Event
-------------------------------------------------------------
Moody's Investor Services said Plains Exploration & Production's
(PXP, Ba3 negative) announcement that it has agreed to sell
certain non-core assets, with proceeds expected to fund debt
reduction, as well as its previously announced plan for the
financing of its deepwater Gulf of Mexico assets does not
currently impact its ratings or negative outlook. However, these
developments are a positive step in addressing PXP's debt
leverage.

The principal methodology used in rating Plains Exploration &
Production was the Independent Exploration and Production (E&P)
Industry Methodology published in December 2008.

Plains Exploration & Production Company is headquartered in
Houston, Texas.


PLY GEM HOLDINGS: Incurs $458,000 Net Loss in Oct. 1 Quarter
------------------------------------------------------------
Ply Gem Holdings, Inc., reported a net loss of $458,000 on
$297.88 million of net sales for the three months ended Oct. 1,
2011, compared with a net loss of $6.39 million on $269.54 million
of net sales for the three months ended Oct. 2, 2010.

The Company also reported a net loss of $69.28 million on
$792.48 million of net sales for the nine months ended Oct. 1,
2011, compared with net income of $47.29 million on
$775.41 million of net sales for the same period a year ago.

The Company's selected balance sheet data at July 2, 2011, showed
$24.07 million in cash and cash equivalents, $988.77 million in
long-term debt and a $240.79 million stockholders' deficit.

Gary E. Robinette, President and CEO, said "Market conditions for
the U.S. home building and remodeling industry have remained
challenging throughout 2011.  As such, Ply Gem continues to focus
on gaining profitable market share while maintaining tight control
over operating expenses and maximizing cash flow.  Despite single
family housing starts being down 12.7% in the first nine months of
2011 as compared to the prior year, Ply Gem's sales increased
2.2%, reflecting new customer wins and further demonstrating our
ability to gain profitable market share."

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

                        http://is.gd/1dwmoj

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


POST STREET: Has Plan That Would Wipe Out Shareholders
------------------------------------------------------
On Oct. 28, 2011, Post Street, LLC, and 240 Partners, L.P., filed
a First Amended Disclosure Statement describing the Debtors' First
Amended Plan of Reorganization.

The Plan is premised on an immediate infusion of cash, as new
capital to the Debtors, provided by Stanley W. Gribble, which,
together with the Debtors' Cash on hand, will be used by the
Debtors, and will be in a sufficient amount, to fund the Brooks
Brothers Work, establish a working capital reserve for the
Debtors, and pay all Administrative Priority Claims and Priority
Tax Claims.

Completing the Brooks Brothers Work will satisfy key conditions
precedent to the commencement of Brooks Brothers' obligation to
open for business and pay rent under the Brooks Brothers Lease.
The increased revenue and profitability from the Property, as
stabilized by the implemented Brooks Brothers Lease, together with
the Debtors' existing assets and the New Capital Contribution,
will be sufficient to pay (1) all amounts due on the Effective
Date, and (2) all amounts that will come due under the New
Mortgage Note.  Mr. Gribble is sufficiently confident in the
Debtors' ability to pay these amounts that he is committing to
contribute Cash to the Debtors to fund the New Capital
Contribution as equity, which by definition will be junior to all
present and future creditors, including the Mortgage Lender.

The Mortgage Lender asserts a Secured Claim against the Debtors
based on the Loan and underlying Mortgage Note.  The Plan proposes
to provide the Mortgage Lender with a new promissory note and deed
of trust.  The New Mortgage Note will be in a principal amount
equal to the Mortgage Lender's Allowed Claim as of the
Confirmation Date.  The principal amount of the New Mortgage Note
will be $59,532,449, or the amount determined by the Bankruptcy
Court.  The New Mortgage Note will be secured by the New Deed of
Trust, which will grant the Mortgage Lender, among other things, a
security interest in the Property, certain personal property used
at the Property, rents, and the subordinate New Capital
Contribution.  Thus, the Mortgage Lender will retain a lien on the
same collateral it has now, supplemented by the New Capital
Contribution.  The value of the Property will be increased through
the Brooks Brothers Work and that portion of the New Capital
Contribution that is allocated to working capital.  The Mortgage
Lender will receive current monthly interest payments at the rate
that the Bankruptcy Court determines is a fair market rate of
interest, which the Debtors believe to be 5% per annum.  Interest
on the New Mortgage Note will be payable monthly in arrears
beginning the second month after the date that the Plan becomes
effective.  The entire balance of the New Mortgage Note will be
all due and payable on the date that is five (5) years from the
Effective Date.  The Debtors can repay the entire New Mortgage
Note at their option before the due date without penalty.

Creditors holding general unsecured Claims will receive future
cash distributions equal to 100% of their respective Allowed Class
4 Claims, which will be paid in four equal quarterly installments
over the year after the Effective Date as set forth in the Plan.

The holders of Post Street Interests and Post 240 Interests will
receive no distribution on account of their existing interests in
the Debtors under the Plan.  New equity in the Reorganized Debtors
will be issued to the holder of Post Street Interests and Festival
Interests in exchange for the New Capital Contribution.

The Debtors believe that through the Plan, the holders of Claims
in impaired Classes will obtain a greater recovery than would be
available if the Debtors' assets were liquidated on the Effective
Date under chapter 7 of the Bankruptcy Code.

The Secured Mortgage Lender Claim in Class 2, General Unsecured
Claims in Class 4, Post Street Interests in Class 5, and Post 240
Interests in Class 6 are all impaired under the Plan.

The holders of Allowed Claims in Classes 2 and 4 are entitled to
vote to accept or reject the Plan.

The holders of interests in Classes 5 and 6 will receive nothing
under the Plan and are thus deemed to have rejected the Plan.

Secured Tax Claims in Class 1 and Other Priority Claims in Class
are not impaired under the Plan and the holders thereof are deemed
to have accepted the Plan.

A full-text copy of First Amended Disclosure Statement, dated
Oct. 28, 2011, is available for free at:

      http://bankrupt.com/misc/poststreet.firstamendedDS.pdf

                       About Post Street LLC

Post Street LLC, based in San Francisco, California, filed for
Chapter 11 bankruptcy (Bankr. Case No. 11-32255) on June 15, 2011.
Judge Thomas E. Carlson presides over the case.  Jeffrey C.
Krause, Esq., Eric D. Goldberg, Esq., H. Alexander Fisch, Esq.,
and Michael S. Neumeister, Esq., at Stutman, Treister and Glatt,
in Los Angeles, serves as the Debtor's bankruptcy counsel.
Nossaman LLP serves as special litigation counsel.  In its amended
schedules, the Debtor disclosed assets of $280,815 plus unknown
amount and liabilities of $56,092,852 as of the Chapter 11 filing.
The petition was signed by Stanley W. Gribble, authorized agent.

Affiliate Post 240 Partners, LP, aka Festival Retail Fund 1 228
Post Street, LP, filed for Chapter 11 bankruptcy (Bank. N.D.
Calif. Case No. 11-33788) on Oct. 19, 2011.  The Debtor estimated
both assets and debts of $50 million to $100 million.

Post Street, LLC, and Post 240 Partners, L.P., own 34.41% and
65.59% tenant in common interests, respectively, in a building
located at 228-240 Post Street, Union Square, San Francisco.


PREMIER TRAILER: Court Confirms Plan Wiping Out 2nd Lien Debt
-------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon confirmed the prepackaged
Joint Plan of Reorganization of PTL Holdings, LLC and Premier
Trailer Leasing, Inc., in a Nov. 10, 2011 opinion available at
http://is.gd/xnAWUcfrom Leagle.com.

The primary issue in the case is the value of the Debtors'
business.  The Debtors and their first lien secured creditor
contend that the business is worth less than the amount of the
first lien debt.  The second lien secured creditor, whose claims
will be wiped out under the Plan, contends that it is in the
money, and that because the Plan proposes to permit the first lien
creditor to recover more than its allowed claims, the Plan cannot
be confirmed.

When they filed for bankruptcy, the Debtors had $110.5 million of
secured debt outstanding. Of that, roughly $84 million is first
lien debt held by Garrison Investment Group.  The remaining $27
million is second lien debt held by Fifth Street Finance Corp.
The amount and priority of those claims is undisputed.  The
Debtors also owe roughly $26 million to Stoughton, a trailer
manufacturing company, for capital leases on a number of trailers.

The Plan, which the Debtors filed along with their bankruptcy
petitions, proposes to restructure and significantly deleverage
the Debtors' capital structure.  It would exchange Garrison's
first lien debt for 100% of the equity in the reorganized business
(subject to dilution from proposed equity and stock options to be
provided to management).  It further provides that the Debtors
will have access to at least $20 million of new financing for
working capital purposes.  This financing is the crux of the
Debtors' reorganization strategy, which is predicated on the high
per-unit lease rates for new trailers that the Debtors will use
the new money to purchase.  The Plan also contemplates that the
Debtors will assume the Stoughton Leases.  The Plan does not,
however, provide Fifth Street with a recovery.

The Plan's treatment of Fifth Street's second lien debt is based
on an estimate of the reorganized Debtors' total enterprise value
prepared by Andrew Torgove, a managing director at Lazard Middle
Market LLC.  Mr. Torgove's first report, dated August 12, 2011,
estimated a TEV range for the reorganized Debtors of between $74
million and $99 million, with a midpoint of $86.5 million.  After
errors were discovered in that report, Mr. Torgove issued a
"Valuation Report Supplement," dated September 27, 2011, and
increased the TEV range to $76 million to $102 million, with a
midpoint value of $89 million.

Fifth Street is entitled to a recovery only if the Court finds
that the reorganized Debtors' TEV is greater than $110 million
(the $26 million Stoughton Lease claim plus the $84 million
Garrison first lien claim).  If the Debtors' TEV surpasses that
hurdle, then Fifth Street is in the money and the Plan is
unconfirmable because it violates 11 U.S.C. Sec. 1129.

The Court conducted a three-day confirmation hearing on the Plan
on October 3-5, 2011.

According to Judge Shannon, the Debtors have carried their burden
to demonstrate that the TEV of the Debtors' business is
insufficient to provide for a recovery to the second lien secured
creditor.

                  About Premier Trailer Leasing

Founded in 2005, PTL Holdings LLC and Premier Trailer Leasing,
Inc., provide semi-trailer rentals, specializing in road-ready
semi-vans and flatbeds for the mid-market segment of the
transportation industry.  Headquartered in Grapevine, Texas, they
operate their business out of 19 branches in 15 different states
in the United States.

PTL Holdings and Premier sought bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12676) on Aug. 23, 2011.  Brendan Linehan
Shannon presides over the case.  Pachulski Stang Ziehl & Jones LLP
serves as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent.  PTL
Holdings estimated $100 million to $500 million in assets and
debts.  The petitions were signed by Scott J. Nelson, chief
executive officer.

Garrison Loan Agency Services LLC, the administrative agent under
the First Lien Credit Agreement, is represented by Proskauer Rose
LLP.  Second lien lender Fifth Street Mezzanine Partners III,
L.P., is represented by Young Conaway Stargatt & Taylor LLP and
Kramer Levin Naftalis & Frankel LLP.

On the Petition Date, the Debtors filed a Prepackaged Plan.  The
primary purpose of the Plan is to effectuate the restructuring and
substantial de-leveraging of the Debtors' capital structure in
order to bring it into alignment with the Debtors' present and
future operating prospects and to provide the Debtors with greater
liquidity.  The Plan gives the First Lien Lenders, owed $84
million, 100% of the equity of reorganized Premier in exchange for
the discharge of obligations owed under the First Lien Credit
Agreement.  Holders of Second Lien Credit Agreement Claims, worth
$27,100,000, and holders of general unsecured claims, worth
$550,000, will get nothing.

A statutory committee of unsecured creditors has not been
appointed in the Debtors' cases.

Counsel for second lien lender, Fifth Street Finance Corp. are:

          M. Blake Cleary, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          The Brandywine Building
          1000 West Street, 17th Floor
          P.O. Box 391
          Wilmington, DE 19801
          Tel: 302-571-6714
          Fax: 302-576-3287
          E-mail: mbcleary@ycst.com

                 - and -

          Robert Schmidt, Esq.
          Gregory Horwitz, Esq.
          KRAMER LEVIN NAFTALIS & FRANKEL, LLP
          Tel: 212-715-9527
          Fax: 212-715-8000
          E-mail: rschmidt@kramerlevin.com
                  ghorowitz@kramerlevin.com


PREMIER TRAILER: Commitment Termination Date Loan
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation extending until -- the commitment termination date of
the loan obtained by PTL Holdings LLC, et al., and Garrison Loan
Agency Services LLC, as administrative agent entered into a
stipulation extending commitment termination date from Oct. 24,
2011, to Nov. 7, 2011, in final order authorizing:

On Oct. 5, 2011, the Court entered a final order authorizing (i)
incurrence by the Debtors of postpetition secured indebtedness
with priority over all secured indebtedness and with
administrative superpriority; (ii) use of cash collateral

                  About Premier Trailer Leasing

Founded in 2005, PTL Holdings LLC and Premier Trailer Leasing,
Inc., provide semi-trailer rentals, specializing in road-ready
semi-vans and flatbeds for the mid-market segment of the
transportation industry.  Headquartered in Grapevine, Texas, they
operate their business out of 19 branches in 15 different states
in the United States.

PTL Holdings and Premier sought bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12676) on Aug. 23, 2011.  Brendan Linehan
Shannon presides over the case.  Pachulski Stang Ziehl & Jones LLP
serves as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent.  PTL
Holdings estimated $100 million to $500 million in assets and
debts.  The petitions were signed by Scott J. Nelson, chief
executive officer.

Garrison Loan Agency Services LLC, the administrative agent under
the First Lien Credit Agreement, is represented by Proskauer Rose
LLP.  Second lien lender Fifth Street Mezzanine Partners III,
L.P., is represented by Young Conaway Stargatt & Taylor LLP and
Kramer Levin Naftalis & Frankel LLP.

On the Petition Date, the Debtors filed a Prepackaged Plan.  The
primary purpose of the Plan is to effectuate the restructuring and
substantial de-leveraging of the Debtors' capital structure in
order to bring it into alignment with the Debtors' present and
future operating prospects and to provide the Debtors with greater
liquidity.  The Plan gives the First Lien Lenders, owed $84
million, 100% of the equity of reorganized Premier in exchange for
the discharge of obligations owed under the First Lien Credit
Agreement.  Holders of Second Lien Credit Agreement Claims, worth
$27,100,000, and holders of general unsecured claims, worth
$550,000, will get nothing.

A statutory committee of unsecured creditors has not been
appointed in the Debtors' cases.


PRESIDENTIAL REALTY: Signs Strategic Transactions with Signature
----------------------------------------------------------------
Presidential Realty Corporation and PDL Partnership entered into a
series of strategic transactions with certain investors and
Signature Community Investment Group LLC.  The Transactions
include, among other matters:

   -- The termination of the Company's plan of liquidation adopted
      by the stockholders on Jan. 20, 2011;

   -- The acquisition by BBJ Family Irrevocable Trust of 177,013
      shares of Class A common stock, par value $.10 per share, of
      the Company, representing 40% of the outstanding Class A
      Common Stock, from PDL Partnership at a purchase price of
      $1.00 per share, on the terms and subject to the conditions
      set forth in the Class A Stock Purchase Agreement;

   -- The acquisition by each of Richard Zorn and Gordon DiPaolo
      of 125,000 newly issued shares of Class B common stock, par
      value $.10 per share, of the Company from the Company at a
      purchase price of $1.00 per share, on the terms and subject
      to the conditions set forth in the Class B Stock Purchase
      Agreement;

   -- Amendments to the provisions relating to payments upon
      termination of employment for Steven Baruch, Jeffrey F.
      Joseph and Thomas Viertel;

   -- Amendment to the employment agreement of Elizabeth Delgado
      to terminate her employment pursuant to the agreement;

   -- The resignation of Steven Baruch, Thomas Viertel and
      Mortimer M. Caplin as directors of the Company;

   -- The appointment of Nickolas W. Jekogian, III, Alexander
      Ludwig and Jeffrey Rogers as directors of the Company;

   -- Effective as of immediately following the filing of the
      Company's Quarterly Report on Form 10-Q for the quarter
      ended Sept. 30, 2011, the resignations of the officers of
      the Company and the appointment of Messrs. Jekogian and
      Ludwig as the sole officers of the Company;

   -- The declaration of a special dividend of $0.35 per share of
      Class A and Class B Common Stock;

   -- The entry by the Company into a property management
      agreement and an asset management agreement with Signature;

   -- The entry by the Company into executive employment
      agreements with Nickolas W. Jekogian, III and Alexander
      Ludwig;

   -- The grant of non-qualified stock options to acquire 370,000
      shares of Class B Common Stock at a price of $1.25 per share
      to each of Messrs. Jekogian and Ludwig pursuant to stock
      option agreements; and

   -- The entry into a Put Agreement between Nickolas W. Jekogian,
      III and each Class B Purchaser with respect to the Class B
      Shares acquired by each Class B Purchaser.

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

                        http://is.gd/77XQXs

                     About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

The Company's consolidated statement of net assets as of June 30,
2011, showed $8.1 million in total assets, $3.7 million in total
liabilities, and net assets of $4.4 million.


PURE BEAUTY: Files Schedules and Statements of Financial Affairs
----------------------------------------------------------------
Chapter11Cases.com reports that Pure Beauty Salons & Boutiques,
Inc., and its affiliated company, BeautyFirst Franchise Corp.,
filed their schedules of assets and liabilities and statements of
financial affairs last week.  The companies filed for chapter 11
protection in Delaware on Oct. 4, 2011.  The companies operate a
chain of hair care and beauty supply stores under the trade names
Trade Secret, Beauty Express, BeautyFirst, PureBeauty, and
Winston's Barber Shop.  Pure Beauty Salons & Boutiques, Inc.,
operates and/or owns 436 stores (as of the Petition Date) and
BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores (also as of
the Petition Date).

Highlights of the schedules of assets and liabilities and
statements of financial affairs:

    * Assets

          -- Pure Beauty Salons: $36.4 million

          -- BeautyFirst Franchise: $1.7 million

    * Secured Liabilities:

          -- Pure Beauty Salons: $36.4 million (owed to Regis
             Corporation of Minneapolis, MN - secured by a
             security interest in substantially all of the
             companies' assets)

          -- BeautyFirst Franchise: $36.4 million

    * Priority Unsecured Liabilities:

          -- Pure Beauty Salons: $47,774

          -- BeautyFirst Franchise: $0.00

    * General Unsecured Liabilities:

          -- Pure Beauty Salons: $18.7 million

          -- BeautyFirst Franchise: $317,000

    * 2011 Pre-Bankruptcy Gross Income

          -- Pure Beauty Salons: $88.2 million

          -- BeautyFirst Franchise: $1.07 million

    * 2010 Gross Income (10/12/2010 - 12/31/2010)

          -- Pure Beauty Salons: $36.9 million

          -- BeautyFirst Franchise: $538,000

    * Potentially Preferential Payments (Transfers to Creditors
      Within the 90 Days Prior to the Bankruptcy Filing)

          -- Pure Beauty Salons: 246 transfers totaling
             $16.4 million listed

          -- BeautyFirst Franchise: None listed

    * Potentially Fraudulent Transfers (Transfers to Insiders
      Within the Year Prior to the Bankruptcy Filing)

          -- Pure Beauty Salons: Approximately 50 transfers to
             seven parties totaling $7 million listed

          -- BeautyFirst Franchise: Four transfers totaling
             $460,000 listed

A copy of Pure Beauty Salons & Boutiques, Inc.'s Schedules of
Assets and Liabilities is available for free at:

          http://bankrupt.com/misc/purebeauty.dkt167.pdf

A copy of Pure Beauty Salons & Boutiques, Inc.'s Statement of
Financial Affairs is available for free at:

          http://bankrupt.com/misc/purebeauty.dkt168.pdf

A copy of BeautyFirst Franchise Corp.'s Schedules of Assets and
Liabilities is available for free at:

         http://bankrupt.com/misc/beautyfirst.dkt169.pdf

A copy of BeautyFirst Franchise Corp.'s Statement of Financial
Affairs is available for free at:

         http://bankrupt.com/misc/beautyfirst.dkt170.pdf

                        About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., has 436 mall-based locations
operating beauty salons and retailing hair-care products.
Franchisees are operating additional 22 BeautyFirst and 7 Trade
Secret stores.  Trade names include Trade Secret, Beauty Express,
BeautyFirst, PureBeauty, and Winston's Barber Shop.  About 2,330
people are employed.

Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust
II 2009 for the purpose of acquiring roughly 465 retail stores
from Trade Secret Inc., and its affiliated Chapter 11 debtors
(Bankr. D. Del. Case No. 10-12153) through a sale pursuant to
Section 363 of the Bankruptcy Code.  The consideration for the
purchased stores was a credit bid by Regis Corp. of $32.5 million
and the assumption by Pure Beauty Salons of $13 million in TSI's
liabilities.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Judge Mary F. Walrath was initially assigned to the case.  Judge
Peter J. Walsh took over.  Andrew L. Magaziner, Esq., and Joseph
M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' counsel.  The Debtors' investment banker is SSG
Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com  The
Debtors' notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.  The Debtor estimated assets and debts both
at $10 million to $50 million.  The Debtors owe $15 million to
vendors and landlords.  The petition was signed by Brian Luborsky,
chief executive officer.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


QUANTUM CORP: Reports $3.5 Million Net Income in Sept. 30 Quarter
-----------------------------------------------------------------
Quantum Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $3.56 million on $165.04 million of total revenue for the three
months ended Sept. 30, 2011, compared with net income of $3.02
million on $167.72 million of total revenue for the same period a
year ago.

The Company also reported a net loss of $1.66 million on $318.57
million of total revenue for the six months ended Sept. 30, 2011,
compared with net income of $329,000 on $330.94 million of total
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $394.19
million in total assets, $443.32 million in total liabilities and
a $49.13 million total stockholders' deficit.

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

                        http://is.gd/LzapUJ

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

                           *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QWEST COMMUNICATIONS: Reports $34MM Net Income in 3rd Quarter
-------------------------------------------------------------
Qwest Communications International Inc. filed with the U.S.
Securities and Exchange Commission its Quarterly Report on Form
10-Q reporting net income of $32 million on $2.76 billion of total
operating revenues for the three months ended Sept. 30,
2011(successor entity), compared with a net loss of $90 million on
$2.93 billion of total operating revenues for the three months
ended Sept. 30, 2010 (predecessor entity).

The successor entity also reported net income of $19 million on
$5.53 billion of total operating revenue for the six months ended
Sept. 30, 2011, while the predecessor entity reported net income
of $106 million on $8.83 billion of total operating revenues for
the nine months ended Sept. 30, 2010.

The successor entity's balance sheet at Sept. 30, 2011, showed
$31.60 billion in total assets, $19.90 billion in total
liabilities and $11.69 million in total stockholders' equity.

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

                        http://is.gd/SaoKU1

                     About Qwest Communications

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95% of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

                           *     *     *

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after Nov. 20, 2010 and holders may require the
Company to repurchase for cash on Nov. 15, 2010.

Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.


R & J MOTORS: 341(a) Meeting Scheduled Continued After Nov. 27
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico granted
R & J Motors, Corp.'s request for the continuance of the 314
Meeting of Creditors scheduled for Nov. 21, 2011.

The U.S. Trustee for Region 21 will continue a meeting of
creditors after Nov. 27, 2011.

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

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

                     About R & J Motors, Corp.

San Juan, Puerto Rico-based R & J Motors, Corp.'s main business is
a car dealership with several locations across the island.  The
Company operates the dealerships under the business name of Autos
del Caribe.  The Company has dealerships in Rio Piedras, Ave.,
Kennedy, Canovanas and Fajardo.

Angel R. Marzan Santiago, Impact Extermination, Inc., and Walter
Martinez filed an involuntary Chapter 11 protection for R & J
Motors, Corp. (Bankr. D. P.R. Case No. Case Number 11-07952) on
Sept. 18, 2011.  The petitioners are represented by Alexis Fuentes
Hernandez, Esq., at Fuentes Law Offices (E-mail: alex@fuentes-
law.com).


RADIENT PHARMACEUTICALS: Proxy Resolutions Approved at Meeting
--------------------------------------------------------------
Radient Pharmaceuticals Corporation announced that all six proxy
resolutions passed at a special meeting of shareholders on Nov. 4,
2011.

The Company's proxy statement was filed with the Securities and
Exchange Commission on Oct. 14, 2011, is available at www.sec.gov
and on the Company's web site: www.radient-pharma.com Radient
Pharmaceuticals also announced that it has retained E & E
Communications, Laguna Hills, California, and its principal, Paul
Knopick, to assist with its public and investor relations program.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

The Company reported a net loss of $85.71 million on $231,662 of
net revenues for the year ended Dec. 31, 2010, compared with a net
loss of $16.62 million on $8.62 million of net revenues during the
prior year.

The Company's balance sheet at March 31, 2011, showed $5.56
million in total assets, $19.04 million in total liabilities, all
current, and a $13.48 million total stockholders' deficit.

RPC's Form 10-K for the fiscal year ended Dec. 31, 2010, included
an audit opinion with a "going concern" explanatory paragraph.  As
reported by the TCR on May 31, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses, had negative cash flows from operations in 2010 and 2009,
and has a working capital deficit of approximately $53 million at
Dec. 31, 2010.


RADIO ONE: Incurs $9.8 Million Net Loss in Third Quarter
--------------------------------------------------------
Radio One, Inc., reported a consolidated net loss attributable to
common stockholders of $9.87 million on $104.44 million of net
revenue for the three months ended Sept. 30, 2011, compared with
consolidated net income attributable to common stockholders of
$1.03 million on $74.43 million of net revenue for the same period
during the prior year.

The Company also reported consolidated net income attributable to
common stockholders of $24.42 million on $266.51 million of net
revenue for the nine months ended Sept. 30, 2011, compared with a
consolidated net loss attributable to common stockholders of $1.48
million on $208.55 million of net revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.52 billion in total assets, $1.06 billion in total liabilities,
$29.71 million in redeemable noncontrolling interest, and
$215.92 million in total stockholders' equity.

Alfred C. Liggins, III, Radio One's CEO and President stated, "The
third quarter again highlights the importance of consolidating TV
One into our results: radio was relatively flat, however, our TV
and Internet divisions both showed good revenue progression from
prior year, and provide a sound diversification strategy.  We have
made some changes in certain radio markets designed to improve
long term performance: in Houston we are launching News 92 FM; in
Columbus, we switched from gospel to the Jack format; in Detroit
we signed a local marketing agreement for 107.5 WGPR; and, in
Philadelphia, we moved our adult urban format to our hip-hop
signal, and vice versa.  I am confident that these strategic
changes will reap rewards in the long-term."

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

                        http://is.gd/9uX9yJ

                           About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's "Spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

The Company reported a net loss of $26.62 million on $279.90
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $48.55 million on $272.09 million of net
revenue during the prior year.

In its report dated Aug. 23, 2010, for the Company's fiscal 2009
financial statements, Ernst & Young LLP expressed substantial
doubt as to the Company's ability to continue as a going concern,
given certain covenant violations under the Company's loan
agreements which could have resulted in significant portions of
the Company's outstanding debt becoming callable by the Company's
lenders.  The Company noted that these violations were cured as a
part of certain refinancing transactions more fully described in
our Current Report on Form 8-K filed, Dec. 1, 2010.  Having cured
these violations, the Company's audited financial statements for
2010 have been prepared assuming that it will continue as a going
concern.

                          *     *     *

In the Dec. 10, 2010 edition of the TCR, Moody's confirmed the
Caa1 rating for Radio One, Inc.'s Corporate Family Rating and
confirmed its Caa2/LD Probability of Default Rating.  According to
Moody's, the Caa1 corporate family rating will reflect Radio One's
high pro forma debt-to-EBITDA leverage of approximately 8.0x
(incorporating Moody's standard adjustments) mitigated by improved
operating performance due to expected political advertising gains
in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to
a weak 1Q10.  Despite expected growth in EBITDA and improving
debt-to-EBITDA leverage ratios, reported debt balances will remain
flat at approximately $655 million for the next 12 months due to
the anticipated funding of the TV One capital call as well as the
potential accretion of the PIK portion of the new 12.5%/15%
subordinated notes due 2016.

As reported by the Troubled Company Reporter on March 11, 2011,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on U.S. radio broadcaster Radio One Inc.
to 'B-' from 'CCC+'.  The rating outlook is stable.  "The 'B-'
rating and stable outlook reflect S&P's view that the
proposed transaction will improve Radio One's financial
flexibility by eliminating near-term refinancing risk and
increasing headroom under financial covenants," said Standard &
Poor's credit analyst Michael Altberg.  "Going forward, S&P
believes the company's increased ownership in TV One LLC, a
growing African American-targeted cable TV network, provides
additional diversity to Radio One's business profile and access to
a more stable revenue stream."


RASER TECHNOLOGIES: Sues Pratt & Whitney to Avoid $4.3MM Claim
--------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that reorganized debtor
Raser Technologies Inc. sued Pratt & Whitney Power Systems Inc. on
Wednesday in Delaware bankruptcy court to avoid a $4.3 million
claim based on a lien against intellectual property that the
geothermal power company sold before filing for Chapter 11.

The dispute stems from a 2008 reimbursement agreement under which
Pratt & Whitney asserted it was owed $4.3 million in connection
with generators it sold to Raser, according to Law360.

                     About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, also known as Wasatch Web
Advisors, Inc., filed for Chapter 11 protection (Bankr. D. Del.
Case No. 11-11315) on April 29, 2011.  Other affiliates filed for
separate Chapter 11 protection on April 29, 2011, (Bankr. D. Del.
Case Nos. 11-11319 to 11-11350).  Peter S. Partee, Sr., Esq., and
Richard P. Norton, Esq., at Hunton & Williams LLP, represent the
Debtors in their restructuring efforts.  The Debtors' local
counsel is Bayard, P.A.  Sichenzia Ross Friedman Ference LLP
serves as the Debtors' corporate counsel.  The Debtors' financial
advisor is Canaccord Genuity.

A three-member official committee of unsecured creditors was
formed in the Chapter 11 case.  Foley & Lardner LLP represents the
Committee.  The Committee also tapped Womble Carlyle Sandridge &
Rice, PLLC, as co-counsel, BDO Consulting, a division of BDO USA,
LLP, as its financial advisor and accountant; and BDO Capital
Advisors, LLC its investment banker.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets and $107.78 million in total
liabilities.

Raser Technologies and its debtor affiliates emerged from
bankruptcy protection when their Third Amended Plan of
Reorganization became effective Sept. 9, 2011.


RCR PLUMBING: Wants Access to PNC Cash Collateral Until Nov. 22
---------------------------------------------------------------
RCR Plumbing and Mechanical Inc., asks the U.S. Bankruptcy Court
for the Central District of California to approve a stipulation
further extending its interim use of the cash collateral.

The Debtor and lender PNC Bank, National Association entered into
a stipulation which provides that:

   -- the Debtor is authorized to use the cash collateral until
   Nov. 22, 2011, solely to pay the expenses for the period of
   Nov. 1, through the expiration date, to the extent actually
   incurred by the Debtor for its business operations during the
   case, and not to exceed the amounts set forth in the budget by
   more than 10% in the aggregate;

   -- all cash collateral will be deposited by the Debtor into the
   Debtor's bank accounts established at Wells Fargo Bank and will
   be subject yo secured creditors liens (to the same extent,
   validity, and priority as existed as of the Petition Date); and
   the postpetition lien;

   -- the lender agreed to immediately remit to the Debtor any
   payments it received from the Debtor's customers or vendors on
   or after the Petition Date.

   -- as adequate protection from the diminution of the value of
   the lender's collateral, the lender is granted a replacement
   lien in all prepetition and postpetition assets; the Debtor
   will timely pay all non-default fees and charges related to any
   letter of credit issued by the lender in the approximate amount
   of $49,000 per quarter as the amounts become due and payable;

   -- pending a final or further interim hearing on the use of
   cash collateral, the Debtor is authorized to use funds
   aggregating approximately $613,000 contained in debtor-in-
   possession bank accounts at PNC;

   -- the Debtor will maintain at all times casualty and loss
   insurance coverage of the collateral in compliance with the
   U.S. Trustee Guidelines.

As reported in the Troubled Company Reporter on Nov. 1, 2011, PNC
Bank asserts a contingent first priority interest in the Debtor's
cash based on a $6.5 million undrawn revolving line of credit.
The Richey Family Trust is a family trust of the Debtor's
president and CEO, Robert C. Richey.  The trust asserts an
interest in the Debtor's cash for advances made to the Debtor for
operations pursuant to a $1.255 million subordinated note.

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

                        About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. -- esmiley@wgllp.com and kandrassy@wgllp.com -- at
Weiland, Golden, Smiley et al., serve as the Debtor's counsel.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.


RCR PLUMBING: Proposes Insurance Premium Financing Agreement
------------------------------------------------------------
RCR Plumbing and Mechanical, Inc., asks the U.S. Bankruptcy Court
for the Central District of California for authorization to enter
into an insurance premium financing agreement with Premium Finance
Corporation, and to pay down payment due Nov. 1, 2011.

The Debtor's insurance policies expired on Nov. 1.  As a plumbing
and HVAC subscontractor, the Debtor cannot operate its business
without the proper insurance coverage.  The Debtor has been quoted
an annual premium of $1,183,071 for new coverage.  Unfortunately,
the Debtor does not have sufficient cash on hand to pay the annual
premium in lump sum.

The terms of the financing agreement includes:

         Total premium:                $1,183,071
         Cash Down Payment:              $323,500
         Unpaid Premium Balance:         $859,571
         Finance Charge                   $14,715
         Total of Payments:              $874,286
         Annual Percentage Rate:            4.09%
         Payment Term:                   9 months
         Monthly Payment:                 $97,142

The Debtor's obligations under the financing agreement will be
secured by unearned premiums.

The Debtor relates that the interests of secured creditors PNC
Bank and the Richey Family Trust are over-secured and adequately
protected.  The Debtor notes that its indebtedness to PNC Bank and
Richey, as an individual and as trustee of the Robert C. Richey
Family Truste dated Jan. 20, 1997 are secured by substantially all
of the Debtor's assets.

                        About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. -- esmiley@wgllp.com and kandrassy@wgllp.com -- at
Weiland, Golden, Smiley et al., serve as the Debtor's counsel.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.


R.E. LOANS: Has Interim Access to Wells $2.9-MM DIP Financing
-------------------------------------------------------------
Judge Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas has authorized, on a third interim
basis, R.E. Loans, LLC, Capital Salvage, and R.E. Future, LLC, to
obtain postpetition loans from Wells Fargo Capital Finance, LLC,
of up to $2.9 million on an interim basis.

The final hearing on the DIP Financing motion is set on Nov. 17,
2011, at 1:15 p.m.

The Debtors will use the loan proceeds to fund their working
capital needs and for other general corporate purposes in
accordance with a prepared budget.

The Debtors are seeking to obtain postpetition financing of up to
$21.5 million from the Lender on a final basis.  Wells Fargo is
also the Debtors' pre-bankruptcy secured lender.  The Debtors are
liable to the Lender for all pre-bankruptcy obligations and
indebtedness for approximately $68 million as of Sept. 13, 2011.

As reported by the Troubled Company Reporter on Sept. 21, 2011,
the Debtors proposed to grant the DIP Lender, subject to a carve-
out and subject to permitted senior liens, (a) priority in payment
over all administrative expenses, (b) perfected first-priority
security interests in all unencumbered property of the Debtors, if
any, and (c) priming, perfected security interests, senior to all
liens and security interests of, among others, (i) Wells Fargo
under its prepetition credit facility provided to R.E. Loans and
B-4 Partners, LLC, pursuant to a Loan and Security Agreement,
dated as of July 17, 2007, as amended, and (ii) the noteholders
who received notes issued by R.E. Loans and secured by R.E. Loans'
notes receivable in exchange for their membership interests in
R.E. Loans, which liens are junior in priority to the first-
priority liens on all or substantially all of the Debtors' assets
securing the repayment of Wells Fargo's prepetition debt.

The DIP loan matures six months after the Petition Date, but may
be shortened on certain terms.  The DIP loan carries regular
interest rate payable at 3-month LIBOR plus 14% and default
interest of 3-month LIBOR plus 18%.

The Debtors are required to pay a $250,000 Commitment Fee for
first six months; $5,000 per month administrative fee and certain
expense reimbursements.  The Commitment Fee increases for each
month that the initial six-month term of the loan may be extended
based on a formula.

                         About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
chief restructuring officer.  The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel.  R.E.
Loans disclosed $713,622,015 in assets and $886,002,786 in
liabilities as of the Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


REAL MEX: Court OKs Ernst & Young to Provide Tax Services
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Real Mex Restaurants, Inc., and its Debtor affiliates to employ
Ernst & Young LLP as tax services provider nunc pro tunc to the
Petition Date.

Among others, Ernst & Young will advise the Debtors of any
personal property tax assessments that, in its professional
judgment, determine to be excessive, with respect to the
Jan. 1, 2011 lien date and any prior years that may be open
pursuant to an existing appeal or audit, as deemed necessary.

Ernst & Young's hourly rates for the services generally range:

   Executive Director/Principal/Partner      $600 to $720
   Senior Manager                            $500 to $615
   Manager                                   $375 to $545
   Staff/Senior                              $235 to $420

Richard P. Dutkiewicz, the Debtors' executive vice president and
chief financial officer, assures the Court that Ernst & Young is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations.  It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED,
HADLEY & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the OpCo term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


REDDY ICE: Reports $4.8 Million Third Quarter Net Income
--------------------------------------------------------
Reddy Ice Holdings, Inc., reported net income of $4.89 million on
$126.33 million of revenue for the three months ended Sept. 30,
2011, compared with net income of $8.99 million on $120.14 million
of revenue for the same period during the prior year.

The Company also reported a net loss of $36.15 million on
$273.57 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $11.47 million on
$260.20 million of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $460.94
million in total assets, $465.27 million in total current and non-
current debt and a $64.32 million total stockholders' deficit.

"We continued to improve our performance by achieving growth in
both revenues and EBITDA for the quarter and the first nine months
of 2011 on a year over year basis," commented Chief Executive
Officer and President Gilbert M. Cassagne.  "Although the business
is being challenged on several fronts, including commodity prices
and same store sales trends, we remain committed to our ongoing
programs and initiatives as the path for building future success."

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

                       http://is.gd/X6XVm0

                         About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

Reddy Ice reported a net loss of $32.50 million on $315.45 million
of revenue for the year ended Dec. 31, 2010, compared with net
income of $14.30 million on $312.33 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $476.62
million in total assets, $546.36 million in total liabilities and
a $69.73 million total stockholders' deficit.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered Reddy Ice Holdings, Inc.'s corporate family and
probability-of-default ratings to Caa1 from B3, and its $12
million senior discount notes due 2012 to Caa3 from Caa2. Moody's
also lowered the rating on Reddy Ice Corporation's $300 million
first lien senior secured notes due 2015 to B3 from B2 and the
$139 million second lien notes due 2015 to Caa3 from Caa2. The
ratings outlook remains negative.  The speculative grade liquidity
rating was affirmed at SGL-3.

The ratings downgrade reflects Moody's expectation that Reddy
Ice's operating performance is unlikely to materially improve over
the foreseeable future given the uncertain macro environment and
the competitive nature of the U.S. packaged ice industry.


REDDY ICE: Files Form 10-Q, Posts $4.8 Million Q3 Net Income
------------------------------------------------------------
Reddy Ice Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $4.89 million on $126.33 million of revenue for the
three months ended Sept. 30, 2011, compared with net income of
$8.99 million on $120.14 million of revenue for the same period
during the prior year.

Reddy Ice reported a net loss of $32.50 million on $315.45 million
of revenue for the year ended Dec. 31, 2010, compared with net
income of $14.30 million on $312.33 million of revenue during the
prior year.

The Company also reported a net loss of $36.15 million on $273.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $11.47 million on $260.20 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $460.94
million in total assets, $525.26 million in total liabilities and
a $64.32 million total stockholders' deficit.

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

                        http://is.gd/sfRuyq

                          About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered Reddy Ice Holdings, Inc.'s corporate family and
probability-of-default ratings to Caa1 from B3, and its $12
million senior discount notes due 2012 to Caa3 from Caa2. Moody's
also lowered the rating on Reddy Ice Corporation's $300 million
first lien senior secured notes due 2015 to B3 from B2 and the
$139 million second lien notes due 2015 to Caa3 from Caa2. The
ratings outlook remains negative.  The speculative grade liquidity
rating was affirmed at SGL-3.

The ratings downgrade reflects Moody's expectation that Reddy
Ice's operating performance is unlikely to materially improve over
the foreseeable future given the uncertain macro environment and
the competitive nature of the U.S. packaged ice industry.


REGAL ENTERTAINMENT: Files Form 10-Q, Posts $25MM Q3 Net Income
---------------------------------------------------------------
Regal Entertainment Group filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $25 million on $743.60 million of total revenues for
the quarter ended Sept. 29, 2011, compared with net income of
$42.60 million on $696.40 million of total revenues for the
quarter ended Sept. 30, 2010.

The Company also reported net income of $36.10 million on
$2.06 billion of total revenues for the three quarters ended Sept.
29, 2011, compared with net income of $63.70 million on $2.14
billion of total revenues for the three quarters ended Sept. 30,
2010.

The Company's balance sheet at Sept. 29, 2011, showed $2.26
billion in total assets, $2.81 billion in total liabilities and a
$555.70 million total deficit.

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

                         http://is.gd/IY8x0j

                    About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

Moody's said in February 2011 that Regal's B1 CFR reflects the
trade-offs between the relative stability and the small magnitude
of the company's cash flow stream.  With no change expected in
either parameter, and with very good liquidity, the rating outlook
is stable.

S&P said in February that the rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.


RESIDENTIAL CAPITAL: Fitch Downgrades Long-Term IDR to 'CCC'
-----------------------------------------------------------
Fitch Ratings has taken the following actions on Residential
Capital, LLC (ResCap):

  -- Long-term Issuer Default Rating (IDR) downgraded to 'CCC'
     from 'B';
  -- Short-term IDR downgraded to 'C' from 'B';
  -- Senior unsecured downgraded to 'C/RR6' from 'CCC/RR6';
  -- Short-term debt affirmed at 'C'.

The downgrade primarily reflects deterioration in year-to-date
operating performance at ResCap, magnified by a $442 million net
loss reported in its third fiscal quarter (3Q'11); significant
reduction in the tangible net worth covenant cushion; and
uncertainty regarding future capital/financial support from its
parent Ally Financial Inc. (Ally: long-term IDR 'BB'; Outlook
Stable by Fitch).  The Ally's ratings are unaffected by this
action.

Operating performance for nine months ended Sept. 30, 2011
(9M'11), was severely impacted by a $316 million MSR valuation
charge, net of hedge.  The company reported a net loss of $442
million in 3Q'11 and $514 million for 9M'11.  Fitch expects
operating performance to remain pressured in the near term, due to
the impact from the continued weakness in the U.S. housing market
on ResCap's legacy mortgage portfolio, exposure to repurchase
requests and lawsuits filed by monolines and private label
investors, and/or potential exposure to foreclosure related
issues.

Furthermore, Ally recently announced that it is revamping its
mortgage business model due to increased servicing costs, low
margins and rigorous MSR implications from pending Basel III
regulations, and as a result will be significantly reducing
originations in the correspondent mortgage channel, which
accounted for a majority portion of ResCap's year-to-date 2011
originations.  This action further weakens Fitch's view on ResCap
being strategic or core to Ally's business going forward.

While in the past, Ally has provided funding and capital support
to ResCap, it is Fitch's opinion that further material support
from Ally is less certain, particularly given the significant
3Q'11 net loss reported by ResCap. Nonetheless, this uncertain
view of support has informed the differential between Ally's and
ResCap's ratings. Furthermore, Ally continues to state in its
public filings that there can be no assurances of future capital
support to ResCap.

ResCap's tangible net worth worsened to $331 million in 3Q'11,
from $772 million in 2Q'11 and $846 million at Dec. 31, 2010 due
to the 3Q'11 net loss, and is now very close to its minimum
covenant of $250 million, required under its credit facilities and
servicing agreement with a GSE. With Fitch's expectation of
continued earnings pressure at ResCap, and the uncertainty
regarding future capital support from the parent, Fitch believes
that if ResCap were to violate this covenant, it would require
Ally to either inject capital or consider restructuring/bankruptcy
of ResCap. This view is not informed by any specific knowledge of
any restructuring/bankruptcy plans.

Fitch believes that a potential restructuring or bankruptcy filing
by ResCap would not have any direct implication on Ally, as the
two entities are structurally and legally separate. At Sept. 30,
2011 Ally had $1.9 billion in secured credit lines to ResCap, of
which $1.2 billion were drawn. Collateral pledged against these
credit lines measured $2.8 billion. Both facilities are set to
mature in April 2012. Overall, Fitch's current ratings on Ally
factor in some level of financial strain from its exposure to
ResCap; however, Fitch would revisit Ally's ratings if losses from
rep and warranty claims or litigation settlements at ResCap were
material, and/or if complications occur in the event of a ResCap
restructuring/bankruptcy.

The Recovery Rating of 'RR6' on the senior unsecured debt reflects
Fitch's view of poor recovery prospects for unsecured creditors as
a significant portion of asset base is currently encumbered to the
secured creditors.

ResCap is a wholly owned subsidiary of GMAC Mortgage Group, LLC,
which is a wholly owned subsidiary of Ally. Through its core
originations and servicing business, ResCap originates, purchases,
and services residential mortgage loans. As of Sept. 30, 2011,
ResCap had a total servicing book of $389.4 billion, making it the
fifth largest servicer in the U.S.


RICCO INC: Andrew Smith Wants to Withdraw as Accountant
-------------------------------------------------------
Andrew Smith, managing member at Smith and Associates PLLC, asks
the U.S. Bankruptcy Court for the Northern District of West
Virginia for permission to withdraw as accountant for Ricco Inc.

Mr. Smith tells the Court that he has not been paid any money for
the work performed over the past 1 1/2 years in these case.  He
said there is no clear understanding or expectation that payment
for the prior approved billings will be forthcoming at any time
soon.

Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners,
Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos
Partners -- filed for Chapter 11 bankruptcy protection on
January 7, 2010 (Bankr. N.D. W.V. Case No. 10-00023).  Todd
Johnson, Esq., at Johnson Law, PLLC, assists the Company in its
restructuring effort.  The Company has assets of $15,162,600, and
total debts of $4,093,674.

W. Clarkson McDow, Jr., U.S. Trustee for Region 4 appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Ricco, Inc.


RIVER ISLAND: Cash Collateral Use Authorized Only Until Dec. 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
ordered that River Island Farms, Inc.'s use of cash collateral
will be terminated Dec. 31, 2011.

Until Dec. 31, the Debtor is authorized to use the proceeds of the
Mercedes Property sale for the purposes and in the amounts not to
exceed $131,700.

The Debtor is directed to pay Gibraltar $168,728 from its DIP
account to reimburse Gibraltar for premiums on forced placed
insurance coverage of the Debtor's Aqua Vista property during the
case.  Gibraltar will file and serve a notice with the Court
showing the amount of the renewal premium paid to extend insurance
coverage for the Aqua Vista property after Sept. 30, and if the
renewal premium exceeds $84,000, the Debtor will pay Gibraltat the
excess.

After payment, the remainder of the Mercedes property sales
proceeds held in the Debtor's DIP account in excess of $131,700
will be paid to Gibraltar.

Creditor Gibraltar Private Bank & Trust Company's motion to
terminate the cash collateral use and directing the Debtor to
distribute cash collateral to pay a portion of Gibraltar's secured
claim.

Gibraltar is entitled to be reimbursed by the Debtor for forced
placed insurance premiums of $84,728 paid by Gibraltar to insure
the Debtor's Aqua Vista property until Sept. 30, 2011 plus the
estimated $84,000 renewal premium Gibraltar will have to pay to
continue insurance coverage after Sept. 30

                     About River Island Farms

Fort Lauderdale, Florida-based River Island Farms, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11-
15410) on Feb. 28, 2011.  Martin L. Sandler, Esq., at Sandler &
Sandler, in Miami, Fla., serves as the Debtor's bankruptcy
counsel.  Coldwell Banker Residential Real Estate serves as its
real estate broker. The Debtor disclosed $23,974,222 in assets and
$14,467,808 in liabilities as of the Chapter 11 filing.

The U.S. Trustee said that a committee under 11 U.S.C. sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against River Island Farms, Inc. 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.


RIVER ISLAND: Hearing on Case Dismissal Plea Scheduled for Nov. 22
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on Nov. 22, 2011, at 9:30 a.m., to consider
the motion to dismiss the Chapter 11 case of River Island Farms
Inc.

Secured creditor Gibraltar Private Bank & Trust Company asked that
the Court dismiss the Debtor's case for bad faith filing; and deny
the confirmation of the Debtor's Plan of Reorganization.

According to Gibraltar, the Debtor sought bankruptcy protection
eight months ago to block foreclosure of its four unsold luxury
homes with the hope that the market would rebound enough to allow
the Debtor to sell its properties for prices that would enable its
insiders to recover their working capital loans and other
investments in the Debtor.

Gibraltar notes that pursuant to the Plan: (i) Plan payments will
come first, from Gibraltar's cash collateral, the Mercedes
property sale proceeds and second, from the Debtor's stockholder
on an "as needed" basis; (ii) the Plan does not explain who the
Debtor believes is entitled to vote on the Plan, does not estimate
the allowed amount of the secured claims, nor states the minimum
amount of the Debtor's stockholder's "new value" contribution to
enable him to retain his equity interests in the reorganized
Debtor.

                     About River Island Farms

Fort Lauderdale, Florida-based River Island Farms, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11-
15410) on Feb. 28, 2011.  Martin L. Sandler, Esq., at Sandler &
Sandler, in Miami, Fla., serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $23,974,222 in assets and
$14,467,808 in liabilities as of the Chapter 11 filing.

The U.S. Trustee said that a, official committee of unsecured
creditors has not been appointed because an insufficient number of
persons holding unsecured claims against River Island Farms, Inc.
have expressed interest in serving on a committee.


RIVER ROAD: Has Access to Cash Collateral Until Nov. 30
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized River Road Hotel Partners, LLC, et al., to use the cash
collateral securing its prepetition indebtedness until the earlier
of Nov. 30, 2011, or the effective date of the lenders' Plan.

As reported in the Troubled Company Reporter on July 13, 2011, the
Debtors would use cash collateral to pay operating expenses of the
hotel, including the hotel's employees, postpetition vendors,
insurance, taxes and bankruptcy-related expenses.

The Court set a Nov. 30, hearing at 10:30 a.m., to consider the
Debtors' request for further access to the cash collateral.

                       About River Road Hotel

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago,
Illinois (Bankr. N.D. Ill. Lead Case No. 09-30029) on Aug. 17,
2009.  Based in Oak Brook, Illinois, River Road estimated assets
of as much as $100 million and debt of as much as $500 million in
its Chapter 11 petition.  River Road disclosed $0 in assets and
$14,400,000 in liabilities as of the Chapter 11 filing.  Terrence
O'Brien & Co. serves as the Debtors' appraiser, and Madigan &
Getzendanner as serves as the Debtors' special counsel.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represent Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represent U.S. Bank.


RIVER ROCK: Signs Forbearance Agreement with Senior Noteholders
---------------------------------------------------------------
River Rock Entertainment Authority has, together with the Dry
Creek Rancheria Band of Pomo Indians, entered into a Forbearance
and Support Agreement with holders in aggregate representing in
excess of 60% of the outstanding principal amount of the
Authority's 9 3/4% senior notes due 2011.  The Forbearance and
Support Agreement provides for the operations of the River Rock
Casino to continue as usual.  While the Authority restructures
there will be no changes to the operations of the River Rock
Casino or impact on its customers, employees, vendors and
suppliers.

Under the terms of the Forbearance and Support Agreement, holders
representing in excess of 60% of the outstanding principal amount
of the 9 3/4% Senior Notes will forbear from exercising their
respective rights and remedies in connection with defaults
relating to the Authority's failure to pay amounts due under the
indenture governing the 9 3/4% Senior Notes while the Authority
pursues the restructuring strategy agreed upon in the Forbearance
and Support Agreement.  The Company plans to make the terms of the
Forbearance and Support Agreement public as soon as practicable.

As contemplated by the Forbearance and Support Agreement, the
Authority expects to launch an exchange offer for the 9 3/4%
Senior Notes for new senior secured notes, and to issue $27.6
million in aggregate principal amount of new subordinated notes.
The proceeds of the New Subordinated Notes will be used by the
Tribe to retire certain of its existing debt.  The Exchange Offer
will be open to all qualifying holders of the 9 3/4% Senior Notes.
The Authority expects to launch the Exchange Offer by Nov. 18,
2011, and consummation of the restructuring is expected to occur
in December 2011.

The Forbearance and Support Agreement provides a framework under
which the Authority will seek to restructure the 9 3/4% Senior
Notes consistent with its long-term growth and development
strategy.  The Authority and the Tribe are pleased to be working
with the Authority's noteholders to reach an amicable
restructuring of the Authority's debt.

                         About River Rock

Headquartered in Geyserville, California, River Rock Entertainment
Authority is a governmental instrumentality of the Dry Creek
Rancheria Band of Pomo Indians, a federally recognized Indian
tribe.  River Rock Casino is a governmental development project of
the Authority.  The Casino offers Class III slot and video poker
gaming machines, house banked table games, including Blackjack,
Three card poker, Mini-baccarat and Pai Gow poker, Poker,
featuring Texas Hold' em, comprehensive food and non-alcoholic
beverage offerings, and goods for sale on tribal land located in
Geyserville, California.

The Company's balance sheet at June 30, 2011, showed
$224.41 million in total assets, $210.64 million in total
liabilities, all current, and $13.77 million in total net assets.

                          *     *      *

As reported by the TCR on March 18, 2011, Moody's Investors
Service downgraded River Rock Entertainment Authority's Corporate
Family Rating and Probability of Default Rating to Caa1 from B2,
and the rating on the $200 million senior notes due 2011 to Caa1
from B2.  All ratings are kept under review for further possible
downgrade.  The downgrade of CFR to Caa1 reflects the significant
refinancing risk stemming from upcoming maturity of RREA's $200
million senior notes on Nov. 1, 2011 and lack of evidence that the
Authority has made meaningful progress in addressing the maturity
since its ratings were initially placed under review for possible
downgrade in October 2010.

In the Nov. 2, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its existing ratings, including its issuer credit
rating, on Sonoma County, Calif.-based River Rock Entertainment
Authority (RREA) to 'CCC' from 'B-'.  All existing ratings remain
on CreditWatch with negative implications, where they were placed
on Dec. 9, 2010.

"Our preliminary 'B-' issue-level rating on RREA's proposed $205
million senior notes, consisting of $110 million series A senior
notes due 2018 and $95 million series B tax-exempt senior notes
due 2018, remains unchanged.  In the unlikely event RREA is
successful in executing the proposed transaction, we expect to
raise our issuer credit rating to 'B-' and finalize our issue-
level rating on the new notes, pending our review of final
documentation.  If RREA pursues an alternative refinancing or
restructuring plan, we expect to withdraw this preliminary
rating," S&P related.

                       Bankruptcy Warning

The Company has a significant amount of debt coming due in fiscal
2011 that it may not be able to repay.  The Company's $200.0
million of Senior Notes mature in November 2011.  The Company has
been exploring its options to refinance its Senior Notes and
expect to propose a refinancing transaction in the near future.
While the Company expects to be able to refinance this debt, there
can be no assurances that this in fact will occur.  In such case,
failure to refinance or extend the maturity date of this debt will
give the holders of such debt certain rights under the Company's
indenture which are limited by the terms of the Company's
indenture, the Company's waiver of sovereign immunity and remedies
available to creditors to Native American gaming operators under
federal law and by the Company's Compact.  In addition, it is
uncertain whether the Company or the Dry Creek Rancheria Band of
Pomo Indians may be a debtor in a case under the U.S. Bankruptcy
Code.  Without bankruptcy court protection, other creditors might
receive preferential payments or otherwise obtain more than they
would have under a bankruptcy court proceeding.  If the Company
commences a case under the U.S. Bankruptcy Code and the bankruptcy
court does not dismiss the case, payments from the debtor would
cease.  It is uncertain how long payments under the Senior Notes
could be delayed following commencement of a bankruptcy case.


RIVER ROCK: Inks Forbearance Agreement with Merrill Lynch
---------------------------------------------------------
As previously reported, River Rock Entertainment Authority and the
Dry Creek Rancheria Band of Pomo Indians have reached an agreement
with holders in the aggregate representing in excess of 60% of its
$200,000,000 aggregate principal of 9 3/4% senior notes which
matured on Nov. 1, 2011, to establish a framework under which the
Authority will seek to restructure those Notes consistent with its
long-term growth and development strategy.  While the Authority
restructures there will be no changes to its operations or
material impact on its customers, employees, vendors and
suppliers.

In connection with this restructuring, on Nov. 2, 2011, the
Authority and the Tribe entered into (i) a Forbearance and Support
Agreement with the Majority Senior Noteholders, and (ii) a
Forbearance and Support Agreement with Merrill, Lynch, Pierce,
Fenner & Smith Incorporated, as the holder of $27.6 million
principal amount in outstanding notes issued by the Tribe.

Under the terms of the Senior Notes Forbearance Agreement, each
Majority Senior Noteholder, severally and not jointly, has agreed
not to, during the period beginning on Nov. 2, 2011, and ending
upon its expiration or earlier termination in accordance with the
Forbearance Agreements, (i) file a complaint or take any other
action to commence litigation, an arbitration or other proceeding
to collect payment of amounts due in respect of its 9 3/4% Senior
Notes or to seek to enforce any of the provisions of the indenture
governing the 9 3/4% Senior Notes dated as of Nov. 7, 2003, or the
collateral documents related thereto or any of its rights or
remedies thereunder or (ii) commence or participate in commencing
any involuntary insolvency proceeding against the Tribe or the
Authority.  The Majority Senior Noteholders have also agreed that,
during the Forbearance Period, the Authority will continue to
operate the River Rock Casino and make all payments, including,
without limitation, Service Payments to the Tribe, permitted under
the Senior Notes Indenture as if no event of default had occurred.

Under the terms of the Tribal Notes Forbearance Agreement, Merrill
has agreed that, for so long as the Forbearance Period will be
continuing, it will not (i) file a complaint or take any other
action to commence litigation, an arbitration or other proceeding
to collect payment of amounts due in respect of its Tribal Notes
or to seek to enforce any of the provisions of the indenture
governing the Tribal Notes dated as of Dec. 22, 2006, as amended
or any of its rights or remedies thereunder or (ii) commence or
participate in commencing any involuntary insolvency proceeding
against the Tribe or the Authority.

The Forbearance Period is subject to termination upon the
occurrence of certain events described therein.  The Senior Notes
Forbearance Agreement provides that, following the expiration or
earlier termination of the Forbearance Period, the Tribe, the
Authority and the Majority Senior Noteholders will have all
rights, remedies, powers and privileges available to them under
the Senior Notes Indenture, the 9 3/4% Notes and the collateral
documents or otherwise under law or equity as if the Senior Notes
Forbearance Agreement had never existed.

In addition, if any event of default under the Senior Notes
Indenture other than the Senior Notes Specified Event of Default
occurs during the Forbearance Period, the Majority Senior
Noteholders have reserved the right to, and may, exercise, at any
time and from time to time, any and all rights and remedies under
the Senior Notes Indenture, the collateral documents and
applicable law in connection therewith.

Following the Forbearance Period, the Tribe, the Authority and
Merrill will have all rights, remedies, powers and privileges
available to them under the Tribal Notes Indenture or the Tribal
Notes or otherwise under law or equity as if the Tribal Notes
Forbearance Agreement had never existed.  If any event of default
under the Tribal Notes Indenture other than a Tribal Notes
Specified Event of Default occurs during the Forbearance Period,
Merrill has reserved the right to, and may, exercise, at any time
and from time to time, any and all rights and remedies under the
Tribal Notes Indenture and applicable law in connection therewith.

To restructure the 9 3/4% Senior Notes, the Authority has agreed
to (i) conduct an exchange offer pursuant to which the Authority
will offer to exchange all issued and outstanding 9 3/4% Senior
Notes for its new secured senior notes and (ii) issue $27.6
million in aggregate principal amount of its new subordinated
notes, the proceeds of which will be distributed to the Tribe and
used by the Tribe to retire the Tribal Notes.  The Exchange Offer
will be open to all holders of the 9 3/4% Senior Notes.
Concurrently with the Exchange Offer, the Authority has agreed to
seek consents from all holders of the 9 3/4% Senior Notes to
remove substantially all of the restrictive covenants
and certain events of default from the Senior Notes Indenture and
make certain amendments to the related collateral documents.  The
Exchange Offer, Consent Solicitation and the issuance and sale of
the New Subordinated Notes are collectively referred to as the
"Restructuring."

Pursuant to the Forbearance Agreements, the Authority is required
to commence the Exchange Offer and Consent Solicitation by
Nov. 18, 2011, and to consummate the Exchange Offer and Consent
Solicitation and the issuance and sale of the New Subordinated
Notes by Dec. 31, 2011.  These dates may be extended upon the
written consent of the holders representing a majority of the
outstanding principal amount of the Senior Notes.

A full-text copy of the Forbearance and Support Agreement is
available for free at http://is.gd/8pWvls

                         About River Rock

Headquartered in Geyserville, California, River Rock Entertainment
Authority is a governmental instrumentality of the Dry Creek
Rancheria Band of Pomo Indians, a federally recognized Indian
tribe.  River Rock Casino is a governmental development project of
the Authority.  The Casino offers Class III slot and video poker
gaming machines, house banked table games, including Blackjack,
Three card poker, Mini-baccarat and Pai Gow poker, Poker,
featuring Texas Hold' em, comprehensive food and non-alcoholic
beverage offerings, and goods for sale on tribal land located in
Geyserville, California.

                          *     *      *

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered River Rock Entertainment Authority's ("RREA" or
"Authority") Probability of Default Rating ("PDR") to D from Caa2
and its Corporate Family Rating ("CFR") to Ca from Caa2.

Moody's rating action was prompted by the Authority's inability to
complete the proposed refinancing transaction on time, resulting
in non-payment of the principal amount due on its existing debt of
$200 million senior secured notes on their maturity date of
November 1, 2011, which Moody's views as a default.  The downgrade
of the CFR to Ca reflects Moody's view that the current debt
holders could incur a possible material impairment in the debt
restructuring process.  The company is in discussion with lenders
and has entered into a forbearance and support agreement dated
November 2, 2011 with approximately 60% of note holders that
contemplates an exchange offer.

In the Dec. 13, 2010 edition of the Troubled Company Reporter,
Standard & Poor's Ratings Services lowered its ratings on Sonoma
County, California-based River Rock Entertainment Authority; the
issuer credit rating was lowered to 'B-' from 'B+'.  At the same
time, S&P placed the ratings on CreditWatch with negative
implications.  RREA was created to operate the River Rock casino
for the Dry Creek Rancheria Band of Pomo Indians (the Tribe).

"The rating downgrade and CreditWatch listing reflect River Rock's
limited progress in addressing near-term refinancing needs
associated with its $200 million senior notes due November 2011,
as well as other debt held at the Tribe," said Standard & Poor's
credit analyst Michael Halchak.  "With less than 12 months to the
maturity on the senior notes, S&P has become increasingly
concerned around River Rock's ability to successfully address
these refinancing needs.  In addition, S&P believes River Rock
faces additional liquidity needs related to the Tribe's memorandum
of agreement with Sonoma County, associated with infrastructure
spending needs in and around the casino."

The Company's balance sheet at June 30, 2011, showed
$224.41 million in total assets, $210.64 million in total
liabilities, all current, and $13.77 million in total net assets.

                       Bankruptcy Warning

The Company has a significant amount of debt coming due in fiscal
2011 that it may not be able to repay.  The Company's $200.0
million of Senior Notes mature in November 2011.  The Company has
been exploring its options to refinance its Senior Notes and
expect to propose a refinancing transaction in the near future.
While the Company expects to be able to refinance this debt, there
can be no assurances that this in fact will occur.  In such case,
failure to refinance or extend the maturity date of this debt will
give the holders of such debt certain rights under the Company's
indenture which are limited by the terms of the Company's
indenture, the Company's waiver of sovereign immunity and remedies
available to creditors to Native American gaming operators under
federal law and by the Company's Compact.  In addition, it is
uncertain whether the Company or the Dry Creek Rancheria Band of
Pomo Indians may be a debtor in a case under the U.S. Bankruptcy
Code.  Without bankruptcy court protection, other creditors might
receive preferential payments or otherwise obtain more than they
would have under a bankruptcy court proceeding.  If the Company
commences a case under the U.S. Bankruptcy Code and the bankruptcy
court does not dismiss the case, payments from the debtor would
cease.  It is uncertain how long payments under the Senior Notes
could be delayed following commencement of a bankruptcy case.


ROTECH HEALTHCARE: Files Form 10-Q, Incurs $1.6MM Q3 Net Loss
-------------------------------------------------------------
Rotech Healthcare Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.65 million on $122.80 million of net revenues for the three
months ended Sept. 30, 2011, compared with net earnings of
$2.51 million on $124.97 million of net revenues for the same
period during the prior year.

The Company reported a net loss of $4.20 million on
$496.42 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $21.08 million on $479.87 million of
net revenue during the prior year.

The Company also reported a net loss of $6.31 million on
$366.75 million of net revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $598,000 on $372.65 million
of net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$281.71 million in total assets, $567.63 million in total
liabilities, $2.95 million in Series A convertible redeemable
preferred stock, and a $288.87 million total stockholders'
deficiency.

"In comparing third quarter of 2011 with that of 2010, we are
pleased to report continued improvement in profitability margins
with increases in gross profit and adjusted EBITDA as percentages
of net revenue, as well as a reduction in SG&A in total and as a
percentage of net revenue," said Philip Carter, president and
chief executive officer.  "Equipment and asset purchases continue
to be a part of the growth plan going forward and are anticipated
to be meaningful as we enter 2012," he added.

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

                        http://is.gd/Y71tMY

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

                           *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As reported by the Troubled Company Reporter on March 10, 2011,
Moody's Investors Service upgraded Rotech Healthcare Inc.'s
Corporate Family Rating and Probability of Default Rating to
B2 from Caa1 in connection with the proposed refinancing of
the company's senior subordinated notes due 2012 with a new
$290 million of senior secured notes offering due 2018.  The B2
Corporate Family Rating reflects Moody's expectation that
the company will continue its trend of improving credit metrics
through better operating performance and small strategic
acquisitions.  Moody's expects credit metrics to be relatively
weak, albeit in line with the B2 rating with debt-to-EBITDA
leverage of approximately 4.9 times at the time of the
transaction.  However Moody's also expects additional de-
leveraging over time through EBITDA expansion and the generation
of modest free cash flow.


ROUND TABLE: Has Interim Access to Cash Collateral Until Dec. 31
----------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California, in a tenth interim order,
authorized Round Table Pizza, Inc., et al., to use cash collateral
until 5:00 p.m. on Dec. 31, 2011.

The Debtors would use cash collateral to fund professional fees
(i) as they are allowed, from time to time, pursuant to an order
of the Court; and (ii) pursuant to the Court's order establishing
procedures for interim compensation and reimbursement of expenses
for certain professionals.

The Debtor's authorization to use cash collateral will
automatically terminate, excluding regularly scheduled payroll, in
the event that:

   i) its cash balance drops below $3.5 million as measured at the
   end of each week during the specific period;

  ii) actual receipts from its restaurant operations drop below
   80% of the "Restaurant" receipts reflected on the Budget as
   measured on a weekly basis, or fall below 90% on a cumulative
   basis from May 1, 2011, through the then-current week;

iii) its cumulative actual operating disbursements exceed 110% of
   cumulative operating disbursements set forth in the Budget as
   measured weekly on a cumulative basis from May 1, 2011, through
   the then-current week;

  iv), the Budget amount for disbursements will be deemed to be
   increased in the same proportion as actual "Restaurant"
   receipts exceed those reflected on the Budget for such
   measurement period;

   v) its cumulative capital expenditures will exceed $750,000
   following May 1, 2011; and

  vi) its undisputed postpetition accounts payable that are more
   than 90 days past-due will exceed $250,000.

As adequate protection for any diminution in value of the lender's
collateral, the Debtors will grant the lender replacement liens
against the Debtors' postpetition assets, subject to carve out of
certain expenses.

                        About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The official committee of unsecured creditors has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.

First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


ROUND TABLE: Hearing on Further Exclusivity Tomorrow
----------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California, in a fourth order, extended until
Nov. 16, 2011, Round Table Pizza, Inc., et al.'s exclusive period
to file a Chapter 11 Plan.  The Court has also continued until
Nov. 16, at 2:00 p.m., the hearing to consider the Debtors'
exclusivity motion.

Dow Jones' DBR Small Cap reports that Round Table Pizza Inc. has
asked the bankruptcy court to extend the deadline it faces to
solicit creditors for a vote on the summary of its Chapter 11
plan--- a plan that's already facing scrutiny from creditors.

The Debtors related it is not productive or appropriate for other
parties to file competing plans before it has had a reasonable
opportunity to negotiate consensual terms with its creditors,
solicit votes for the Joint Plan and present the Joint Plan for
confirmation.  The Debtors must have a reasonable time to solicit
votes and negotiate with creditors without having the waters
muddied by competing plans.

In a Oct. 27, order, the Court approved the Debtors' Disclosure
Statement explaining the proposed First Amended Joint Plan Of
Reorganization dated Oct. 26, 2011.  A confirmation hearing on the
Joint Plan is set for Dec. 8, 2011.

                        About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The official committee of unsecured creditors has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.

First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


RUDEN MCCLOSKY: Has Official Unsecured Creditors' Committee
-----------------------------------------------------------
Paul Brinkmann, reporting for South Florida Business Journal, says
an official committee of unsecured creditors has been named in the
bankruptcy case of Ruden McClosky.  Five of the seven committee
members are former Ruden attorneys, which could have an impact on
the direction of its bankruptcy, according to the report.  Mr.
Brinkmann says the committee members are mostly ex-shareholders of
the firm.

Founded in 1959, Ruden McClosky -- http://www.ruden.com/-- was 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.


RUMSEY LAND: Chapter 11 Reorganization Case Dismissed
-----------------------------------------------------
The Hon. Howard R. Tallman of the U.S. Bankruptcy Court for the
District of Colorado dismissed the Chapter 11 case of Rumsey Land
Co., LLC.

As reported in the Troubled Company Reporter on Sept. 8, 2011,
according to the Debtor, the transfer of its assets to Pueblo Bank
and Trust will not yield any proceeds to transfer to creditors.
The Debtor said it has no source of income.  The Debtor noted it
has about $1,633,126 in accounts receivable, comprised primarily
of debt from companies that have an affiliation with the Debtor.

The Debtor said, in December 2011, it sold certain parcel of its
property to Confluence Resources Holding LLC, who made the highest
offer at $8.6 million.  However, Confluence stated that it was not
proceeding to closing; thus, all of the assets will be transferred
to Pueblo Bank to its credit bid.

Pueblo Bank is the back up bidder with a credit bid of $5 million.

                    About Rumsey Land Co., LLC

Denver, Colorado-based Rumsey Land Co., LLC, is a privately held
company owning real property in Elizabeth, Nederland, and Evans,
Colorado with water rights, gravel rights, and additional
interests associated with the Evans Property.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No.
10-10691) on Jan. 15, 2010.  Aaron A. Garber, Esq., Benjamin H.
Shloss, Esq., and Lee M. Kutner, Esq., at Kutner Miller
Brinen,P.C., in Denver, Colorado, assist the Company in its
restructuring effort.  The Company estimated $10 million to
$50 million in assets and liabilities as of the Chapter 11 filing.


RVTC LIMITED: Plan Confirmation Hearing Set for Nov. 21
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas will
convene a hearing on Nov. 21, 2011, at 1:30 p.m. (Central Time),
to consider the confirmation of RVTC Limited Partnership's
Disclosure Statement regarding First Amended Chapter 11 Plan Of
Reorganization.  Objections, if any, are due Nov. 16.

On Oct. 31, 2011, the Hon. Bankruptcy Judge John C. Akard approved
the Disclosure Statement as containing adequate information.

Under the Plan, the Allowed Secured Claim of Bank of the Ozarks
will be paid pursuant to the terms of the Loan Modification
Agreement and effective upon the Effective Date of the Plan.  The
Plan further contemplates that each holder of an Allowed General
Unsecured Claim will receive payment in full plus accrued interest
at the higher of the contract rate or 5% per-annum plus any
allowed attorneys fees and expenses over a 24 month period
following Confirmation of the Plan.  Insiders of the Debtor who
hold Allowed General Unsecured Claims against the Debtor, which
include the Claims of Dale A. Schuparra, Greyhound Realty Group,
LLC, Sedona Financial Corporation and Sedonia Financial, have
consented to receiving payment at the earlier of either (a) 36
months after the Effective Date; or (b) payment in full to holders
of Allowed Claims in Classes 1-5.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/RVTCLIMITED_DS_amendment.pdf

As reported in the Troubled Company Reporter on Oct. 21, 2011, the
Plan will be funded through Cash in the Debtor's bank account,
the amounts held in the Dale Schuparra Custody Account and the net
proceeds from the sales of the Debtor's assets, plus any recovery
on Causes of Action and/or Litigation Claims.  These funds will be
used to fund the Debtor's up-front payment obligations under the
Plan.

Under the Plan, there are five general classes of non-subordinated
creditors holding claims against the Debtor:

* Secured Claim of Bank of the Bank of Ozarks, estimated at
    $10.5 million.  The Bank is an oversecured creditor, pursuant
    to prepetition loan agreements with the Debtor, with a lien
    on certain of the Debtor's Property.  Additionally, Bank has
    a lien on the proceeds from the Schuparra Custody Account.

* Secured Tax Claims, estimated at $102,000

* Priority Non-Tax Claims, estimated at $0

* General Unsecured Claims, estimated at $2 million.  The
   General Unsecured Claims are primarily the claims of insiders
   and/or affiliates of Debtor, as well as the unsecured claim of
   Macina Bose Copeland and Associates, Inc. ("MBC") under an
   unsecured note between Debtor and MBC.

* Convenience Class Claims, which are general unsecured claims
   $5,000 or less.

In particular, the Plan modifies the Loan Agreement providing for
payment in full of the Allowed Claim of the Bank of Ozarks, as
memorialized in the Loan Modification Agreement, so that the
maturity date of the Loan Agreement will become 4 years after the
later of (i) the Effective Date of the Plan, or (ii) the date that
the Claim of the Bank become an Allowed Claim.  The Loan
Modification Agreement also prescribes payment of interest at a
floating rate equal to the 30 day LIBOR Rate plus 2.25%, with a
floor of 5.5%.

Administrative Expense Claims, estimated at $120,000, and Priority
Tax Claims, estimated at $0, will be paid in full as allowed by
the Court.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/RVTC_DiscStmSpt19.PDF

                          About RVTC LP

Rialto Village Town Center is a proposed $60 million to $70
million mixed-used development on 24 acres on the far Northwest
Side in San Antonio, Texas.

RVTC Limited Partnership fka Fair Prospects, L.P., owner of the
Rialto Village Town Center, filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Case No. 11-52240) on June 29, 2011.
Judge Leif M. Clark presides over the case.  Thomas Rice, Esq., at
Cox smith Matthews Incorporated, represents the Debtor.  The
Debtor disclosed $12,158,560 in assets and $12,564,538 in
liabilities as of the Chapter 11 filing.


RYLAND GROUP: Files Form 10-Q, Incurs $21.3 Million Q3 Net Loss
---------------------------------------------------------------
The Ryland Group, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $21.31 million on $248.96 million of total revenues
for the three months ended Sept. 30, 2011, compared with a net
loss of $29.94 million on $202.47 million of total revenues for
the same period a year ago.

The Company also reported a net loss of $51.56 million on $628.98
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $66 million on $786.88 million
of total revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $1.54
billion in total assets, $1.06 billion in total liabilities and
$484.75 million in total equity.

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

                        http://is.gd/ALlrNl

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


SAAB AUTOMOBILE: Talks Ownership Structure With Pang Da, Youngman
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Court reports that the owner of
troubled Swedish carmaker Saab Automobile AB, Swedish Automobile
NV said Friday that its future depends on the outcome of the
negotiations with its Chinese investors on the sale of Saab Auto
and the sale of its Spyker business to North Street Capital LP.

According to a separate DBR report, Saab Automobile said it is
discussing a new ownership structure with its Chinese investors,
trying to save plans of selling the cash-starved company, after
former owner General Motors Co., which owns the technology that
several Saab models are based on, objected to the deal.

As reported in the Troubled Company Reporter on Nov. 9, 2011,
Bankruptcy Law360 said that General Motors Co. said it will not
continue a technology licensing agreement with Saab Automobile if
the $141.9 million sale of the struggling Swedish automaker to two
Chinese companies announced last month is consummated.  Law360
related that GM, which also supplies 9-4X vehicles and components
like power trains to Saab, said it would not allow Saab's
potential new owners -- Pang Da Automobile Trade Co. and Zhejiang
Youngman Lotus Automobile Co. -- access to its proprietary
technology.

                      About Saab Automobile

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.

Swedish Automobile N.V. disclosed that Saab Automobile AB and its
subsidiaries Saab Automobile Powertrain AB and Saab Automobile
Tools AB received approval for their proposal for voluntary
reorganization from the Court of Appeal in Gothenburg,
Sweden on Sept. 21, 2011.  The purpose of the voluntary
reorganization process is to secure short-term stability while
simultaneously attracting additional funding, pending the inflow
of the equity contributions by Pang Da and Youngman.


SACRED HEART: Moody's Places 'Ca' Rating on Watchlist
-----------------------------------------------------
Moody's Investors Service has placed the Ca rating of Sacred Heart
Health System (PA) on watchlist direction uncertain, affecting
$19.3 million in rated debt outstanding.

SUMMARY RATINGS RATIONALE

The Watchlist action is prompted by the lack of issuer information
regarding operations and strategy and financial performance.
Moody's notes the improvement in operating performance and
liquidity growth based on unaudited, management-prepared
statements for FY 2011. If the information is not obtained within
the next 30 days, Moody's will take appropriate rating action
which could include the withdrawal, raising or lowering of the
rating.

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


SAGAMORE PARTNERS: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Sagamore Partners, Ltd., filed with the U.S. Bankruptcy Court for
the Southern District of Florida its schedules of assets and
liabilities.

Sagamore Partners disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property                $57,500,000
B. Personal Property            $13,599,556
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $31,500,000
E. Creditors Holding
    Unsecured Priority
    Claims                                          $459,771
F. Creditors Holding
    Unsecured Non-priority
    Claims                                       $20,173,077
                                -----------      -----------
       TOTAL                    $71,099,556      $52,132,849

A copy of the schedules is available for free at:

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

                      About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners Ltd. owns and operates
the prestigious oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Peter D. Russin, Esq., at Meland Russin &
Budwick, P.A., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $10 million to $50 million in both assets and
debts. The petition was signed by Martin W. Taplin, Pres of Miami
Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC, general
partner.


SALLY HOLDINGS: Sells $750 Million Senior Notes to Merrill Lynch
----------------------------------------------------------------
Sally Holdings LLC and Sally Capital Inc., both subsidiaries of
Sally Beauty Holdings, Inc., the Parent and certain domestic
subsidiaries of the Parent entered into a purchase agreement with
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse
Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities
LLC and Wells Fargo Securities, LLC.  Pursuant to the Purchase
Agreement, the Issuers sold $750,000,000 aggregate principal
amount of the Issuers' 6 7/8% Senior Notes due 2019 to the Initial
Purchasers in a private placement in reliance on Rule 144A and
Regulation S under the Securities Act of 1933, as amended, at a
price, net of discounts, of 98.5 percent of the principal amount
of the Notes.  The closing of the sale of the Notes occurred on
Nov. 8, 2011.  The Purchase Agreement contains customary
representations and warranties of the parties and indemnification
and contribution provisions whereby the Issuers, on the one hand,
and the Initial Purchasers, on the other hand, have agreed to
indemnify each other against certain liabilities and will
contribute to payments the other party may be required to make in
respect thereof.

The net proceeds from the sale of the Notes will be used (i) to
redeem $430.0 million aggregate principal amount of the Issuers'
9.25% senior notes due 2014 at a redemption premium plus accrued
and unpaid interest to, but not including, Dec. 6, 2011, the
redemption date, (ii) to redeem $275.0 million aggregate principal
amount of the Issuer's 10.50% senior subordinated notes due 2016
at a redemption premium plus accrued and unpaid interest to, but
not including, the redemption date, and (iii) to pay fees and
expenses incurred in connection with the sale of the Notes and the
redemption of the senior notes due 2014 and the senior
subordinated notes due 2016.

The Notes were issued pursuant to an Indenture, dated as of
Nov. 8, 2011, by and among the Issuers, the guarantors listed
therein and Wells Fargo Bank, National Association, as Trustee.
The Indenture provides that interest on the Notes is payable
semiannually in arrears on May 15 and November 15 of each year,
and the Notes mature on Nov. 15, 2019.

Under the Indenture, the Company has the right to redeem the
Notes, in whole or in part, at any time on or after Nov. 15, 2015,
initially at 103.438% of their principal amount, plus accrued
interest to the redemption date, declining ratably to 100% of
their principal amount, plus accrued interest to the redemption
date, on or after Nov. 15, 2017.  Pursuant to the Indenture, at
any time prior to Nov. 15, 2015, the Notes may also be redeemed or
purchased, in whole or in part, at a redemption price equal to
100% of their principal amount plus a make-whole premium as
provided in the Indenture, together with accrued and unpaid
interest to the redemption date.  In addition, prior to Nov. 15,
2014, the Company has the right to redeem up to 35% of the
aggregate principal amount of outstanding Notes with the proceeds
from sales of certain kinds of capital stock at a redemption price
equal to 106.875% of their principal amount, plus accrued interest
to the redemption date.  The Company may make such redemption only
if, after any such redemption, at least 65% of the aggregate
principal amount of Notes originally issued under the Indenture
remains outstanding.

On Nov. 8, 2011, the Issuers and the guarantors entered into a
Registration Rights Agreement with the Initial Purchasers.
Pursuant to the Registration Rights Agreement, the Issuers and the
guarantors have agreed to:

   -- cause to be filed a registration statement for the exchange
      of the Notes for substantially similar notes that are
      publicly registered;

   -- use its commercially reasonable efforts to cause such
      registration statement to become effective within 270 days
      after the issue date of the Notes; and

   -- commence the exchange offer upon the effectiveness of such
      registration statement.

In addition, the Issuers and the guarantors have agreed, in
certain circumstances specified in the Registration Rights
Agreement, to file a shelf registration statement that would allow
some or all of the Notes to be offered to the public and to use
its commercially reasonable efforts to cause such shelf
registration statement to become effective.  If the Issuers do not
comply with the foregoing obligations under the Registration
Rights Agreement, the Issuers will be required to pay additional
interest as liquidated damages to holders of the Notes.

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

                        http://is.gd/mtjvtB

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

                        About Sally Holdings

Sally Holdings, LLC, based in Denton, Texas, is a leading retailer
and distributor of beauty products with over 3,800 stores in 10
countries.  Annual revenues are around $2.6 billion.

                          *     *     *

As reported by the TCR on Nov. 7, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sally Holdings LLC
to 'BB+' from 'BB'. The rating outlook is positive.

"Standard & Poor's Rating Services' rating reflects our view that
Sally Holdings, which is an indirect wholly owned subsidiary of
Sally Beauty Holdings Inc., will continue its positive momentum
with organic sales growth of 5% to 7%, positive comparable-store
sales, modest gross margin improvement, and continued debt
reduction, resulting in improving credit protection measures over
the next 12 months," said Standard & Poor's credit analyst Jayne
Ross.

It has 'B2' corporate family and probability of default ratings
from Moody's.


SAND SPRING: Section 341(a) Meeting Scheduled for Dec. 1
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Sand Spring Capital III, LLC on Dec. 1, 2011, at 10:00 a.m.
The meeting will be held at J. Caleb Bogggs Federal Building, 844
North King Street, 5th Floor, Room 5209, Wilmington, Delaware.

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

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

Sand Spring Capital III, LLC, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware,
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor,
Wilmington, Delaware serves as counsel to the Debtor.  Affiliates,
Sand Spring Capital III, LLC, CA Core Fixed Income Fund, LLC, CA
Core Fixed Income Offshore Fund, Ltd., CA High Yield Fund, LLC, CA
High Yield Offshore Fund, Ltd., CA Strategic Equity Fund, LLC, CA
Strategic Equity Offshore Fund, Ltd., Sand Spring Capital III,
Ltd., Sand Spring Capital III Master Fund, LLC, sought Chapter 11
protection on the same day.


SCI REAL ESTATE: Taps Trigild as Chief Restructuring Officer
------------------------------------------------------------
SCI Real Estate Investments LLC and Secured California Investments
Inc., and the Official Committee of Unsecured Creditors ask the
U.S. Bankruptcy Court for the Central District of California for
permission to employ Trigild Incorporated to provide a chief
restructuring officer, and designate Bill Hoffman as CRO.

According to the Debtors and Committee, Mr. Hoffman, president and
CEO of the firm, is qualified to act as CRO.  Mr. Hoffman is
expected to evaluate the current financial and operational
condition of the Debtors.

Mr. Hoffman charges $425 per hour for this engagement.

The Debtors and Committee assure the Court that the firm and
Mr. Hoffman are "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                 About SCI Real Estate Investments

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  Haskell & White LLP as accountant. Kennerly,
Lamishaw & Rossi LLP as special real estate counsel.  The Debtor
disclosed $55,431,222 in assets and $69,514,028 in liabilities as
of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of SCI Real Estate Investments.  Levene, Neale,
Bender, Yoo & Brill L.L.P., represents the Committe as its general
bankruptcy counsel.


SEA TRAIL: Authorized to Sell Lot 54 Kings Trail, Sunset Beach, CA
------------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina authorized Sea Trail
Corporation to sell Lot 54 Kings Trail, Sea Trail, Sunset Beach,
North Carolina, via private sale to Linda J. Bertschy.

As reported in the Troubled Company Reporter on Oct. 28, 2011,
Ms. Bertschy has agreed to purchase the property for $75,000
pursuant to the offer to purchase and contract - vacant lot/land
signed by Ms. Bertschy and Dana Connelly, as chief operating
officer of the Debtor, on Sept. 30, 2011.  The transaction was an
arms-length transaction.

The Debtor related that no proceeds will be available for
distribution to unsecured creditors as a result of the sale.
The sale will allow the Debtor to reduce its obligations to
Waccamaw Bank.  Because the lots are subject to a blanket lien on
certain real estate by Waccamaw Bank, the Debtor does not expect
to receive any proceeds from the sale of the property.

Waccamaw Bank asserts a lien on Lot 54, and the proceeds therefrom
pursuant to its deed of trust dated Dec. 29, 2006.

The Court also ordered that these distributions will be made from
the proceeds of sale at closing without the need for further
orders of the Court:

   a) reasonable and customary closing costs, including any of
   those costs of the seller which the Debtor is obligated to pay
   pursuant to the offer to purchase or by law;

   b) reasonable fees and expenses of the closing attorney for
   which the Debtor is responsible, as recording fees, release
   fees, tax stamp fees, document preparation fees, and other
   related charges;

   c) a reasonable real estate commission as approved by separate
   order of the Court;

   d) any ad valorem property taxes;

   e) any related quarterly fee assessed by the Clerk's Office of
   the Court in connection with the sale; and

   f) any remaining proceeds from the sale of Lot 54 to Waccamaw
   Bank, after payment of the costs, fees, and charges.

                    About Sea Trail Corporation

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina
serves as counsel to the Debtor.  The Debtor reported $34,222,281
in assets and $22,174,201 in liabilities.


SEALY CORP: H Partners Discloses 14.5% Equity Stake
---------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, H Partners Management, LLC, and its affiliates
disclosed that they beneficially own 14,616,441 shares of common
stock of Sealy Corporation representing 14.5% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/B1gBpf

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $902,000 on $305.53 million of
net sales for the three months ended Feb. 27, 2011, compared with
net income of $5.71 million on $311.88 million of net sales for
the three months ended Feb. 28, 2010.

The Company's balance sheet at Aug. 28, 2011, showed $947.85
million in total assets, $1 billion in total liabilities and a
$57.10 million total stockholders' deficit.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SECURITY NATIONAL: Meeting of Creditors Scheduled for Nov. 17
-------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Security National Properties Funding III, LLC, et al.'s Chapter
11 case on Nov. 17, 2011, at 10:00 a.m.  The meeting will be held
at 5th Floor, Room 5209, J. Caleb Boggs Federal Building, 844 King
Street, Wilmington, Delaware.

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

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

          About Security National Properties Funding III

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
11-13277) on Oct. 13, 2011.  Judge Kevin Gross presides over the
case.  Andrew R. Remming, Esq., and Robert J. Dehney, Esq.
aremming@mnat.com and rdehney@mnat.com -- at Morris, Nichols,
Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc. serves
as the Debtors' claims and notice agent.


SEVERN BANCORP: Files Form 10-Q; Reports $551,000 Q3 Net Income
---------------------------------------------------------------
Severn Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $551,000 on $10.99 million of total interest income for the
three months ended Sept. 30, 2011, compared with net income of
$485,000 on $12.08 million of total interest income for the same
period during the prior year.

The Company also reported net income of $152,000 on $33.94 million
of total interest income for the nine months ended Sept. 30, 2011,
compared with net income of $550,000 on $37.72 million of total
interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$926.01 million in total assets, $820.79 million in total
liabilities and $105.21 million in total stockholders' equity.

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

                        http://is.gd/tRGzEX

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.  Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.

As reported by the TCR on Nov. 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.


SHAMROCK-SHAMROCK INC: Adequate Protection Stipulation Approved
---------------------------------------------------------------
The Hon. Arthur B. Briskman of the U.S. Bankruptcy Court for the
Middle District of Florida approved a settlement agreement and
stipulation for adequate protection among Shamrock-Shamrock, Inc.
Friends Bank, and Patrick Sullivan.

As reported in the Troubled Company Reporter on Oct. 13, 2011, the
settlement dated Sept. 15, 2011, provides for, among other things:

   -- adequate protection payments to Friends Bank with respect to
   the remaining 3 parcels and further provides for an agreement
   as to Friends Bank's secured claims amount with respect to the
   retained parcels;

   -- a deed-in-lieu to Friends Bank for each of the surrendered
   parcels and a release of Mr. Sullivan from his personal
   guaranty of the loans in consideration of a payment from
   Mr. Sullivan.

Friends Bank related that the benefits of the stipulation include,
among other things:

   1. the Debtor's ability to receive rents from 2 of the retained
   parcels in amounts in excess of adequate protection payments to
   the Debtor;

   2. allow the Debtor to retain the Halifax property, which is
   essential to its pending litigation against the City of Daytona
   Beach; and

   3. benefits the interests of all creditors.

A full-text copy of the motion and stipulation is available for
free at http://bankrupt.com/misc/SHAMROCK-SHAMROCK_settlement.pdf

                    About Shamrock-Shamrock Inc.

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.

The Debtor disclosed in its amended schedules $12,904,154 in
assets and $17,036,102 in liabilities.  In the original schedules,
the Company disclosed assets of $12,904,154 and liabilities of
$17,021,201, owing on mortgages to a variety of lenders.


SHENGDATECH INC: Court Approves Greenberg Traurig as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
ShengdaTech, Inc., employ Greenberg Traurig, LLP, as its primary
bankruptcy counsel nunc pro tunc to the Petition Date.

As counsel to the Debtor, Greenberg Traurig will advise the Debtor
of its rights and obligations and performance of its duties during
administration of the Chapter 11 case.

The firm is expected to attend meetings and negotiations with
other parties-in-interest in the case; take all necessary action
to protect and preserve the Debtor's estate; negotiate and prepare
a plan of reorganization, disclosure statement and related papers;
represent the Debtor in all proceedings before the Bankruptcy
Court or other courts; and prepare on behalf of the Debtor all
necessary applications, motions, answers, orders and other
documents.

The firm will also be advising the Debtor with respect to (i) the
subpoena issued by the U.S. Securities and Exchange Commission,
(ii) certain Chinese law-related issues, and (iii) the Debtor's
efforts in the British Virgin Islands and China to safeguard
assets.

Greenberg Traurig's current hourly rates are:

       Shareholders                   $340 to $935
       Of Counsel/Special Counsel     $360 to $935
       Associates                     $175 to $610
       Legal Assistants/Paralegals     $60 to $310

The Greenberg Traurig professionals and their hourly rates are:

    Keith Shapiro             Shareholder        $935
    Nancy A. Peterman         Shareholder        $850
    Bob L. Olson              Shareholder        $670
    Rachel Ehrlick Albanese   Of counsel         $670
    Miriam G. Bahcall         Shareholder        $625
    George Qi                 Shareholder        $525
    Paul Ferak                Shareholder        $495
    Burke A. Dunphy           Associate          $445
    Aviram Fox                Associate          $395
    Michael Cedillos          Associate          $300
    Carla Greenberg           Paralegal          $150

The firm has agreed to discount the fees charged to the Debtor by
10% solely for purposes of the Chapter 11 case and consistent with
the parties' prepetition retention agreement.  The firm will also
charge the Debtors for reasonable and necessary expenses in
relation to the retention.

In connection with the firm's pre-bankruptcy representation of the
Debtor, the Firm received payments prior to the Petition Date
aggregating $735,854, of which $350,000 was in the form of an
advance payment retainer.  After application of the Advance
Payment Retainer, the Firm was owed $43,007.  Upon court approval,
the Firm will write off this amount and waive the related claim
against the Debtor.

The Debtor also seeks Court authority to pay the firm a $300,000
postpetition advance payment retainer for the anticipated legal
services.

Nancy A. Peterman, Esq., a Greenberg Traurig professional, assures
the Court that her firm does not hold or represent any interest
adverse to the Debtor and thus, is a "disinterested person" as
that term is defined under Section 101(14) of the Bankruptcy Code.

The firm disclosed that from time to time, it has represented
certain of the Debtor's creditors and other parties-in-interest on
unrelated matters.

                           About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech sought Chapter 11 bankruptcy protection from creditors
(Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in Reno,
Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  On Aug. 23, 2011, the Court entered an
interim order confirming the Board of Directors Special
Committee's appointment of Michael Kang as the Debtor's chief
restructuring officer.

Alvarez & Marsal North America, LLC, is the Company's chief
restructuring officer.

As reported in the TCR on Sept. 7, 2011, the United States
Trustee appointed AG Ofcon, LLC, The Bank of New York, Mellon (in
its role as indenture trustee for bondholders), and Zazove
Associates, LLC, to serve on the Official Committee of Unsecured
Creditors of ShengdaTech, Inc.

Hogan Lovells US serves as counsel for ShengdaTec's official
committee of unsecured creditors.


SHOPPES OF LAKESIDE: Plan Outline Hearing Continued Until Dec. 14
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
continued until Dec. 14, 2011, at 2:30 p.m., the hearing to
consider adequacy of the Disclosure Statement explaining Shoppes
of Lakeside, Inc.'s Plan of Reorganization.

As reported in the Troubled Company Reporter on March 3, 2011, the
Plan, includes:

     * General Unsecured Creditors are classified in Class 27 and
       will receive a distribution of 100% of their allowed
       claims.

     * After the effective date of the order confirming the Plan,
       the directors, officers, and voting trustees of the
       Debtor, any of its affiliate participating in a joint
       Plan, or its successor under the Plan will be Chris
       Hionides.  Mr. Hionides is the current president of the
       Debtor.  As post-confirmation manager of the Debtor, he
       will not receive any compensation until all other classes
       are paid in full.

     * Payments and distributions under the Plan will be funded
       by the lease or sale of commercial real property and
       capital contributions of Chris Hionides.

     * Executory contracts and unexpired leases not listed in
       Exhibit 5.1 in the Plan will be rejected.  Any claim based
       on the rejection of a contract or lease will be barred if
       the proof of claim is not timely filed, unless the Court
       orders otherwise.

     * As a critical element of the successful reorganization of
       the Debtor, Chris Hionides will be released from any and
       all claims and causes of action by all creditors, parties-
       in-interest, directors, officers, shareholders, agents,
       affiliates, parent entities, and successors, among others,
       and the estate arising from or relating to any personal
       guarantee included within any contractual obligation
       giving rise to the claim against the estate of the Debtor.
       The release will not apply to any tax or priority claim
       included in the repayment schedule.

Copies of the Disclosure Statement and Plan well as related
exhibits are available at no charge at:

       http://bankrupt.com/misc/TCR_SoL_DSPlan&Ex123010.pdf

                   About Shoppes of Lakeside, Inc.

Neptune Beach, Florida-based Shoppes of Lakeside, Inc., filed for
Chapter 11 bankruptcy protection on June 15, 2010 (Bankr. M.D.
Fla. Case No. 10-05199).  Bryan K. Mickler, Esq., who has an
office in Jacksonville, Florida, assisted the Company in its
restructuring effort.  The Company disclosed $39,894,050 in assets
and $37,748,101 in liabilities.

As reported in the Troubled Company Reporter on Sept. 21, 2011,
the Debtor disclosed $39,128,747 in assets and $37,748,101 in
liabilities.

The Debtors Plan provides for, among other things (i) General
Unsecured Creditors will receive a distribution of 100% of their
allowed claims; and after the effective date of the Plan, the
directors, officers, and voting trustees of the Debtor, any of its
affiliate participating in a joint Plan, or its successor under
the Plan will be Chris Hionides.  Mr. Hionides is the current
president of the Debtor.  As post-confirmation manager of the
Debtor, he will not receive any compensation until all other
classes are paid in full.


SL6 LLC: Seeks to Employ Fabian & Clendenin as Bankruptcy Counsel
-----------------------------------------------------------------
S.L.6 L.L.C.  asks the U.S. Bankruptcy Court for the District of
Utah Central Division for authority to employ Fabian & Clendenin
as general bankruptcy counsel.

As the Debtor's counsel, Fabian & Clendenin will, among other
things:

   a. prepare on behalf of the Debtor any necessary motions,
      applications, answers, orders, reports and papers as
      required by applicable bankruptcy or non-bankruptcy
      law, dictated by the demands of the case, or required
      by the Court, and to represent the Debtor in proceedings
      or hearings related thereto;

   b. advise the Debtor with respect to its duties and powers
      under the Bankruptcy Code and related law in connection
      with the continued operation and/or liquidation of the
      business and financial affairs of the Debtor;

   c. assist the Debtor with respect to legal issues which will
      or may arise from the current state of its affairs, and
      the desirability of the continuation of its business, and
      any other matter relevant to this Case; and

   d. Assist the Debtor concerning the formulation and the terms
      of any proposed plan of reorganization.

The Debtor will pay the firm at customary hourly rates, plus
actual and necessary expenses.  The primary attorneys that may be
designated to represent the Debtor and their current hourly rates
are:

    Peter W. Billings, Esq.      $395 per hour
    Gary E. Jubber, Esq.         $355 per hour
    Douglas J. Payne, Esq.       $315 per hour

The Debtor paid Fabian & Clendenin a retainer in the amount of
$50,000.00 on or about July 8, 2011.  The firm applied $15,012.46
for services rendered through Oct. 7, 2011.  The Debtor paid
Fabian & Clendenin an additional retainer of $34,123.87 on
Oct. 12, 2011, for the firm's representation of the Debtor in its
reorganization case.  The retainer balance on the Petition Date
was $68,051.76.

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

                         About S.L.6 L.L.C.

S.L.6 L.L.C., based in South Jordan, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 11-34911) on Oct. 13, 2011.
Judge William T. Thurman presides over the case.  Douglas J.
Payne, Esq., Gary E. Jubber, Esq., and Peter W. Billings, Jr.,
Esq., at Fabian & Clendenin, serve as the Debtor's counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Nathan D. Shipp, the
authorized representative.


SMART ONLINE: Sells Add'l $300,000 Convertible Secured Note
-----------------------------------------------------------
Smart Online, Inc., on Nov. 7, 2011, sold an additional
convertible secured subordinated note due Nov. 14, 2013, in the
principal amount of $300,000 to a current noteholder.  The Company
is obligated to pay interest on the New Note at an annualized rate
of 8% payable in quarterly installments commencing Febr. 7, 2012.
The Company is not permitted to prepay the New Note without
approval of the holders of at least a majority of the aggregate
principal amount of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(2) of the Securities Act of
1933, as amended.

                         About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

The Company reported a net loss of $3.95 million on $1.03 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $9.54 million on $1.42 million of total revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $1.28 million
in total assets, $22.34 million in total liabilities and a $21.06
million total stockholders' deficit.

As reported by the TCR on April 4, 2011, Cherry, Bekaert &
Holland, LLP, in Raleigh, North Carolina, noted that the Company
has suffered recurring losses from operations and has a working
capital deficiency as of Dec. 31, 2010.  These conditions,
according to the independent auditors, raise substantial doubt
about the Company's ability to continue as a going concern, the
auditors said.


SMART ONLINE: Atlas Capital Discloses 40% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Atlas Capital, SA, disclosed that it
beneficially owns 7,265,269 shares of common stock of Smart
Online, Inc., representing 40% of the shares outstanding.  A full-
text copy of the amended Schedule 13D is available for free at:

                       http://is.gd/ZOktLa

                        About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

The Company reported a net loss of $3.95 million on $1.03 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $9.54 million on $1.42 million of total revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $1.28 million
in total assets, $22.34 million in total liabilities and a $21.06
million total stockholders' deficit.

As reported by the TCR on April 4, 2011, Cherry, Bekaert &
Holland, LLP, in Raleigh, North Carolina, noted that the Company
has suffered recurring losses from operations and has a working
capital deficiency as of Dec. 31, 2010.  These conditions,
according to the independent auditors, raise substantial doubt
about the Company's ability to continue as a going concern, the
auditors said.


SOLYNDRA LLC: Section 341(a) Meeting to Continue on Nov. 22
-----------------------------------------------------------
The U.S. Trustee for Region 3 will continue a meeting of creditors
of Solyndra LLC on Nov. 22, 2011, at 9:30 a.m.  The
meeting will be held at Room 2112, J. Caleb Boggs Federal
Building, 844 King Street, Wilmington, Delaware.

The meeting was initially convened on Oct. 18, 2011

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

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

                       About 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.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

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.  The Committee has tapped
Blank Rome LLP as counsel.

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: Obama Backer Played Role in Restructuring Efforts
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a top fund raiser
for President Barack Obama played a role in Solyndra LLC's efforts
to restructure the terms of its taxpayer-backed loan last year,
but cautioned about appealing to the White House on the issue,
newly released e-mails show.

                        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: Unit Files Schedules of Assets and Liabilities
------------------------------------------------------------
Solyndra LLC filed with the U.S. Bankruptcy Court for the District
of Delaware its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $298,756,187
  B. Personal Property          $555,293,853
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $783,755,765
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $9,225,074
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $74,125,487
                                ------------      -----------
        TOTAL                   $854,050,040      $867,106,326

360 Degree Solar Holdings, Inc., a debtor-affiliate, filed its
schedules, disclosing $99,075 in assets and $785,543,031 in
liabilities.

                          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.  The Committee has tapped
Blank Rome LLP as counsel, and BDO Consulting, a division of BDO
USA, LLP, as financial advisor and BDO Capital Advisors, LLC, as
investment banker.

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: White House Agrees to Share More Loan Docs
--------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that the House Energy
and Commerce Committee said Thursday that the White House has
agreed to comply with a congressional subpoena for more materials
related to the U.S. Department of Energy's $535 million loan
guarantee to Solyndra LLC.

According to Law360, House Energy and Commerce Committee Chairman
Fred Upton, R-Mich., and subcommittee on oversight and
investigations Chairman Cliff Stearns, R-Fla., said that the White
House Counsel's Office told lawmakers that it would start
providing responsive materials to the subpoena, which was issued
Nov. 3.

                         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.  The Committee has tapped
Blank Rome LLP as counsel.

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.


SOMERSET PROPERTIES: Has Interim Access to Cash Collateral
----------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina, in a twelfth interim
consent order, authorized Somerset Properties SPE, LLC, to use
cash collateral.

CSFB 2001-CP4 Bland Road, LLC and CSFB 2001-CP4 Falls of Neuse,
LLC, claim to be the current holders of loans to Somerset, each in
the original principal amount of $15,500,000, and further claim
that the loans are secured by liens on all of Somerset's assets.

LNR Partners, LLC is the special servicer of the loans, and the
nonowner manager and representative of CSFB 2001-CP4 Bland Road,
LLC and CSFB 2001-CP4 Falls of Neuse, LLC.

Midland Loan Services, Inc. is the master servicer of the loans,
asserts that it is not a manager or representative of CSFB 2001-
CP4 Bland Road, LLC and CSFB2001-CP4 Falls of Neuse, LLC in this
case, and asserts no interest in cash collateral.

The Debtor disputes the claims of the Lenders and Midland.

The lenders and Midland have not consented to Somerset's use of
cash collateral, except as indicated in the order.

Pursuant to an Oct. 13, consent order, (i) U.S. Bank is required
to wire to the DIP account all funds then being held in the
Lockbox accounts (except for a minimum balance of $1,000 to be
retained in each Lockbox account and after monthly adequate
protection payments through October 2011); (ii) U.S. Bank is
required to wire to the DIP account all additional funds received
into either of the Lockbox accounts above the $1,000 minimum on a
monthly basis on or about the 10th of each month; and (iii)
commencing November 2011, the Debtor is to make all adequate
protection payments to the lenders from the DIP account on or
about the 1st day of each month pursuant to wire instructions
provided to the Debtor by LNR.

The Debtor would use its rents, including the Held Funds, which
Lenders contend are their cash collateral to make payment of its
ordinary and necessary operating expenses including utilities,
payroll, and maintenance.

AS adequate protection in the diminution in value of the lenders'
collateral, the Debtor will grant the lenders liens in all of the
Debtor's postpetition leases, rents, royalties, issues, profits,
revenue, income, deposits, securities, and other benefits of the
Properties to the same extent, priority, and perfection as they
have in such collateral prepetition.  The Debtor will also
maintain adequate insurance on all tangible collateral subject to
the liens of the Lenders.

Unless a further consent order is entered, a final hearing on the
Debtor's request to use the cash collateral is set for Nov. 22,
2011, at 10:30 a.m.

                     About Somerset Properties

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C.
Case No. 10-09210).  Samantha J. Younker, Esq., and William P.
Janvier, Esq., at Janvier Law Firm, PLLC, in Raleigh, N.C.,
represent the Debtor as bankruptcy counsel.  The law firm of
Blanchard, Miller, Lewis & Isley, P.A., in Raleigh, N.C., is the
Debtor's special counsel. The Company disclosed $36,496,015 in
assets and $28,825,521 in liabilities as of the Chapter 11 filing.


SOUPER SALAD: Chain Secures $1.6 Million Lead Bid
-------------------------------------------------
Dow Jones' DBR Small Cap reports that the company behind the
southern Souper Salad restaurant chain found a Texas buyer, led by
former-Blockbuster chief John Antioco, to offer the first bid of
$1.6 million at its upcoming bankruptcy auction.

Headquartered in San Antonio, Texas, Souper Salad Inc., --
http://www.soupersalad.com/-- operates an all-you-care-to-eat
soup and salad bar restaurant chain.  The Debtor filed for chapter
11 protection (Bankr. D. Ariz. Case No. 05-10160) on June 6, 2005.
Daniel Collins, Esq., at Collins, May, Potenza, Baran & Gillespie,
P.C., and Mark W. Wege, Esq., at Bracewell Giuliani, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $16,115,715 in assets and
$50,383,179 in debts.


SOUTH EDGE: Meritage Homes Appeals Plan Confirmation Order
----------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Meritage Homes Corp. is appealing the Bankruptcy
Court's order confirming Inspirada's Chapter 11 plan of
reorganization.

DBR says an attorney for Meritage wasn't immediately available to
comment Friday.

DBR notes the Chapter 11 plan was put forward by Inspirada's
lenders, a group led by J.P. Morgan Chase & Co., and all of the
development's home builders -- except Meritage.  Meritage no
longer wanted to be associated with the failed development and
therefore had refused to sign onto a deal under which the home
builders agreed to pay Inspirada's lenders about $335 million to
settle legal battles over and win control of the failed
development.

DBR recounts that Meritage complained that the Chapter 11 plan
formed around the settlement unfairly allowed settling home
builders like KB Home, Beazer Homes USA Inc. and Toll Brothers
Inc. to run the show at Meritage's expense.

In confirming the Plan on Oct. 27, Judge Bruce A. Markell said the
plan will benefit not only the Debtor, but also the community, the
hundreds of residents who currently live within the debtor's
project, and the city of Henderson.

As reported by the Troubled Company Reporter, the U.S Bankruptcy
Court on Oct. 27, 2011, entered its order confirming the Joint
Plan of Reorganization proposed by JPMorgan, as administrative
agent under the Prepetition Credit Agreement, and the Settling
Builders (amended as of Oct. 21, 2011).  The Disclosure Statement
for the Joint Plan of Reorganization was approved by order of the
Bankruptcy Court on Sept. 8, 2011.

The Chapter 11 exit plan calls for a group of home builders to pay
the project's lenders $335 million to settle legal troubles
related to the venture.

The bankruptcy judge approved a settlement with Focus Group South
LLC on Oct. 17.  Focus was claiming a lien on about $26 million
cash and opposed approval of the reorganization plan.

According to Bloomberg News, the reorganization plan for the
project's owner, South Edge LLC, will implement a larger
settlement negotiated in May by secured lenders with South Edge's
Chapter 11 trustee, KB Home and other homebuilders who represented
92% of the ownership interests in the project.

The project ultimately was to cost $1.25 billion and have 8,500
homes.  The lenders were to provide $595 million in financing.
Other financing includes $102 million in public bonds for
improvements.

A copy of the Order confirming the Joint Plan of Reorganization is
available for free at:

          http://bankrupt.com/misc/southedge.dkt1335.pdf

A copy of the Joint Plan of Reorganization proposed by JPMorgan
Chase Bank, N.A., as administrative agent under the prepetition
credit agreement, and the Settling Builders (amended as of
Oct. 21, 2011) is available for free at:

          http://bankrupt.com/misc/southedge.dkt1309.pdf

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SOUTH EDGE: Meritage Homes Appeals Bankruptcy-Exit Plan
-------------------------------------------------------
Dow Jones' Daily Bankruptcy Court reports that the bankruptcy
court's stamp of approval on a plan to take collapsed Nevada real-
estate project Inspirada out of Chapter 11 isn't stopping
objecting builder Meritage Homes Corp., which is appealing the
court's order.

As reported in the Troubled Company Reporter on Nov. 2, 2011,
the U.S. Bankruptcy Court for the District of Nevada entered its
order confirming the Joint Plan of Reorganization proposed by
JPMorgan Chase Bank, N.A., as administrative agent under the
Prepetition Credit Agreement, and the Settling Builders (amended
as of Oct. 21, 2011).  The Disclosure Statement for the Joint Plan
of Reorganization was approved by order of the Bankruptcy Court on
Sept. 8, 2011.  The Chapter 11 exit plan calls for a group of home
builders to pay the project's lenders $335 million to settle legal
troubles related to the venture.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SSI GROUP: Files Schedules of Assets and Liabilities
----------------------------------------------------
Souper Salad, Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $4,175,045
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $40,941,513
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $834,552
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,006,815
                                 -----------      -----------
        TOTAL                      $4,175,045     $46,782,880

Debtor-affiliates also filed their respective schedules,
disclosing:

   Company                             Assets     Liabilities
   -------                             ------     -----------
1. SSI-Grandy's LLC                  $1,477,646   $41,310,687
2. SSI Group Holding Corp.                   $0   $40,941,513
3. Souper Brands, Inc.                  $13,629   $41,005,945

Full-text copies of the schedules are available for free at:

     http://bankrupt.com/misc/SSIGROUP_souperbrandssal.pdf
     http://bankrupt.com/misc/SSIGROUP_SOUPERSALAD_sal.pdf
     http://bankrupt.com/misc/SSIGROUP_ssi-grandyssal.pdf
     http://bankrupt.com/misc/SSIGROUP_ssigroupholdingsal.pdf

                           About SSI Group

On Sept. 14, 2011, SSI Group Holding Corp. sought bankruptcy
protection (Bankr. D. Del. Case No. 11-12917) in Wilmington,
Delaware, after months of lackluster performance at its two
struggling restaurant chains, which combined operate about 120
locations, and its debts mounted to $47.5 million.  Judge Mary F.
Walrath presides over the case.  SSI reported $23.9 million in
assets as of Aug. 28, 2011.  The Debtor is represented by
Proskauer Rose LLP and Cozen O'Connor as counsel and Morgan Joseph
TriArtisan LLC as financial advisors.

SSI is behind two southern restaurant chains -- the healthy Souper
Salad chain and "comfort food"-serving Grandy's restaurants.

Affiliates Super Salad, Inc. (Case No. 11-12918), SSI-Grandy's LLC
(Case No. 11-12919), and Souper Brands, Inc. (Case No. 11-12920),
also sought Chapter 11 protection on Sept. 14, 2011.

The Debtors hope to use the bankruptcy cases to sell their
Grandy's chain to an affiliate of Sun Capital Partners (or a
higher bidder) and to sell their Souper Salad chain to a to-be
determined buyer (no stalking horse bidder has been identified).

U.S. Trustee appointed an Official Committee of Unsecured
Creditors in the chapter 11 cases of SSI Group Holding Corp. and
its affiliates.


STAGEPLAN INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Stageplan Inc.
        2283 Cole St.
        Enumclaw, Wa 98022

Bankruptcy Case No.: 11-23049

Chapter 11 Petition Date: November 9, 2011

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

Judge: Karen A. Overstreet

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union St Ste 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

Scheduled Assets: $170,465

Scheduled Debts: $2,602,470

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb11-23049.pdf

The petition was signed by Ron D. Alexander, president.


STOCKDALE TOWER: Files for Chapter 11 to Work a Deal With Lenders
-----------------------------------------------------------------
Kget.com reports that Stockdale Tower on California Avenue has
filed for Chapter 11 bankruptcy protection.  Terry Moreland and
his wife Peggy own the Stockdale Tower.

According to the report, Mr. Moreland said the filing gives him
more time to work things out with his lender.  Delay also will
give Mr. Moreland more time to work a deal with outside investors
and bring them in as new co-owners of the building.

Mr. Moreland told kget.com on Nov. 9, 2011, it will give him more
time to work out things with his lender. "I think there really
were some things that already became a roadblock. Once it goes
into Chapter 11 they [the lender] are really more focused on
starting to talk about how we resolve the problem."

The report says, in June, Mr. Moreland explained he got caught up
in the housing bust.  "Like most of the tracks in Bakersfield they
came to a stop because of the economy."

The report notes that the bankruptcy filings indicate the
corporation owes $51,000 to the Otis Elevator Company and $250,000
to a former employee who has sued Moreland for back compensation.

The report adds that the tower was set to be sold to the highest
bidder several times over the last few months, but those auctions
have been delayed until at least Dec. 8, 2011, as the bankruptcy
proceedings unfold.


STRATUM HOLDINGS: Posts $100,748 Net Loss in 2011 Third Quarter
---------------------------------------------------------------
Stratum Holdings, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $100,748 on $738,760 of revenues for the three months ended
Sept. 30, 2011, compared with a net loss of $129,963 on $689,540
of revenues for the same period last year.

The Company posted net income of $2.8 million on $2.3 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $84,756 on $2.1 million of revenues for the same
period last year.

Income from discontinued operations, net of tax, was $3.1 million
for the nine months ended Sept. 30, 2011, compared with income
from discontinued operations, net of tax, of $$224,679 for the
nine months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$l0.5 million in total assets, $7.8 million in total liabilities,
and stockholders' equity of $2.7 million.

As reported in the TCR on April 5, 2011, MaloneBailey LLP, in
Houston, Texas, expressed substantial doubt about Stratum
Holdings' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has losses from operations and has a working capital
deficit.

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

                       http://is.gd/Ex4Zpk

Headquartered in Houston, Texas, Stratum Holdings, Inc., is a
holding company whose operations are presently focused on the
domestic Exploration & Production business.  In that business, its
wholly-owned subsidiaries, CYMRI, L.L.C., and Triumph Energy,
Inc., own working interests in approximately 60 producing oil and
gas wells in Texas and Louisiana, with net production of roughly
700 MCF equivalent per day.

Through June 3, 2011, the Company also operated in the Canadian
Energy Services business via two wholly-owned subsidiaries, Decca
Consulting, Ltd., and Decca Consulting, Inc.  On that date, the
Company sold the outstanding capital stock of Decca to a private
company for a total sales price of $4.6 million (subject to
certain adjustments), payable in a combination of: (a) Cash; (b)
Non-interest bearing notes, which are payable out of the post-
closing collection of Decca's accounts receivable; and (c)
Interest bearing notes, payable in 48 monthly installments of
principal and interest, commencing on Oct. 1, 2011.


TBS INTERNATIONAL: Files Form 10-Q, Incurs $22MM Q3 Net Loss
------------------------------------------------------------
TBS International PLC filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $22.04 million on $95.68 million of total revenue for the three
months ended Sept. 30, 2011, compared with a net loss of $10.88
million on $99.75 million of total revenue for the same period
during the prior year.

The Company also reported a net loss of $55.16 million on $282.64
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $29.21 million on $311.06 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $659.28
million in total assets, $409.77 million in total liabilities and
$249.51 million in total shareholders' equity.

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

                        http://is.gd/haxxAG

                      About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects,
operations, port services and strategic planning.  The TBS
shipping network operates liner, parcel and dry bulk services,
supported by a fleet of multipurpose tweendeckers and
handysize/handymax bulk carriers, including specialized heavy-
lift vessels and newbuild tonnage.  TBS has developed its
franchise around key trade routes between Latin America and
China, Japan and South Korea, as well as select ports in North
America, Africa, the Caribbean and the Middle East.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under
the agreements would make the debt callable.  According to PwC,
this has created uncertainty regarding the Company's ability to
fulfill its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal
Bank of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising
the financial covenants, including covenants related to the
Company's consolidated leverage ratio, consolidated interest
coverage ratio and minimum cash balance, and modifying other
terms of the Credit Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


TELKONET INC: Reports $33.1 Million Net Income in 3rd Quarter
-------------------------------------------------------------
Telkonet, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $33.07 million on $2.79 million of total revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$2.18 million on $3.01 million of total revenue for the same
period during the prior year.

The Company also reported net income of $1.12 million on $8.20
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.37 million on $8.62 million of
total revenue for the same period a year ago.

The Company reported a net loss attributable to common
stockholders of $1.77 million on $11.26 million of total revenue
for the year ended Dec. 31, 2010, compared with net income
attributable to common stockholders of $1.06 million on $10.52
million of total revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $16.46
million in total assets, $3.99 million in total liabilities,
$856,434 in redeemable preferred stock Series A, $1.32 million in
redeemable preferred stock, Series B, and $10.29 million total
stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  RBSM noted that the Company has incurred
significant operating losses in current year and also in the past.

Telkonet's President and Chief Executive Officer, Jason Tienor,
said, "We're very pleased to be reporting our third consecutive
quarter of profitability ? a milestone for the company.  Our
revolutionary EcoSmart energy management platform and our
industry-leading EthoStream high speed Internet access division
continue to gain visibility and market share.  Our cash position
has improved over three hundred percent, expenses have been
reduced by almost twenty percent and our operating margins remain
at historically high levels.  With the tremendous opportunities
we're developing in the military, hospitality, education, and
commercial markets for our proprietary technologies, we continue
to strengthen our brand and position ourselves for sustainable
growth and profitability."

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

                        http://is.gd/SaLRVL

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.


TENET HEALTHCARE: Offers to Sell $750-Mil. of Sr. Notes Due 2018
----------------------------------------------------------------
Tenet Healthcare Corporation announced that it is offering to sell
$750 million aggregate principal amount of senior secured notes
maturing in 2018 through a private placement.  The notes will rank
pari passu with Tenet's 9% senior secured notes due 2015 not
purchased in the tender offer referenced below, which were issued
in March 2009, and 10% senior secured notes due 2018, which were
issued in March 2009, and 8.875% senior secured notes due 2019,
which were issued in June 2009, and similarly will be guaranteed
by and secured by a pledge of the capital stock and other
ownership interests of certain of Tenet's subsidiaries.  The
proceeds from the offering will be used to purchase Tenet's 9%
senior secured notes due 2015 in a tender offer.  Tenet will use
any remaining net proceeds for repurchases of its outstanding
senior notes through publicly or privately negotiated
transactions.

The notes being offered have not been registered under the
Securities Act of 1933 or any state securities laws.  As a result,
they may not be offered or sold in the United States or to any
U.S. persons, except pursuant to an applicable exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act.  Accordingly, the notes are being offered only
to "qualified institutional buyers" under Rule 144A of the
Securities Act or, outside the United States, to persons other
than "U.S. persons" in compliance with Regulation S under the
Securities Act.  A confidential offering memorandum will be made
available to such eligible persons.  The offering is being
conducted in accordance with the terms and subject to the
conditions set forth in the offering memorandum.

Tenet announced the upsizing and pricing of its previously
announced private offering of senior secured notes maturing in
2018.  A total of $900 million aggregate principal amount of
notes, which represents an upsize from its previously announced
amount of $750 million, which will bear interest at a rate of
6.25% per annum, will be issued.  The notes will rank pari passu
with Tenet's 9% senior secured notes due 2015 not purchased in the
tender offer referenced below, which were issued in March 2009,
10% senior secured notes due 2018, which were issued in March
2009, and 8.875% senior secured notes due 2019, which were issued
in June 2009, and similarly will be guaranteed by and secured by a
pledge of the capital stock and other ownership interests of
certain of Tenet's subsidiaries.  The Company intends to use the
net proceeds from the offering, together with existing cash, to
pay the purchase price, premium, plus accrued and unpaid interest
for our 9% senior secured notes due 2015 in a cash tender offer.
The Company will use the remaining net proceeds, if any, for
repurchases of the Company's outstanding senior notes through
public or privately negotiated transactions, and general corporate
purposes.

                      About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

"Volume growth was very strong in our third quarter," said Trevor
Fetter, president and chief executive officer.  "Adjusted
admissions growth of 2.3 percent and surgery growth of 3.2 percent
drove a 3.5 percent increase in net operating revenues.  This top
line growth was further leveraged by excellent cost control and
attractive pricing increases in our new contracts with commercial
managed care payers.  Given this progress across our key
performance metrics, we are pleased to reconfirm our 2011 EBITDA
Outlook in a range of $1.175 billion to $1.275 billion."

The Company's balance sheet at Sept. 30, 2011, showed $8.29
billion in total assets, $6.51 billion in total liabilities, $16
million in redeemable noncontrolling interests in equity of
consolidated subsidiaries, and $1.76 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


TIB FINANCIAL: Reports $1.5 Million Third Quarter Net Income
------------------------------------------------------------
TIB Financial Corp. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $1.49 million on $10,000 of total interest and dividend income
for three months ended Sept. 30, 2011 (successor company),
compared with a net loss of $33.65 million on $17.04 million of
total interest and dividend income for the same period a year
ago(predecessor company).

The Company also reported net income of $3.52 million on $21.14
million of total interest and dividend income for the nine months
ended Sept. 30, 2011(successor company), compared with a net loss
of $52.80 million on $52.31 million of total interest and dividend
income for the same period during the prior year (predecessor
company).

The Company's balance sheet at Sept. 30, 2011, showed $205.99
million in total assets, $28.20 million in total liabilities and
$177.78 million in total shareholders' equity.

"We are delighted to welcome our new Tennessee teammates to
Capital Bank, and we are excited to serve our Tennessee customers.
With strong capital, we are in position to help customers grow and
achieve their financial objectives across our Southeastern
footprint," stated Gene Taylor, Chairman and Chief Executive
Officer of NAFH and TIB Financial Corp.

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

                        http://is.gd/TR9NBr

                      About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of Dec. 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.  The 2010 Annual Report did not contain a
going concern doubt.


TOTAL SAFETY: S&P Withdraws 'B-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' corporate
credit rating and its issue?level ratings on Houston-based Total
Safety U.S. Inc., reflecting the repayment of Total Safety's $120
million first-lien credit facilities and $40 million second-lien
term loan.

The rating actions are a result of Total Safety's first-lien
credit facilities and second-lien term loan being paid off in
conjunction with its purchase by Warburg Pincus. The purchase of
Total Safety U.S. Inc. was funded through $173 million of Warburg
Pincus/management equity, $95 million of shareholder notes, and a
$235 million senior secured term loan. The issuer of the new
senior secured credit facilities, which includes a $235 million
term loan and a $40 million revolver is W3 Holdings Inc. (B-
/Stable/--).


TOWNSEND CORP: Section 341(a) Meeting Scheduled for Nov. 29
-----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of Townsend Corporation, d/b/a Land Rover Jaguar Anaheim Hills on
Nov. 29, 2011, at 11:00 a.m.  The meeting will be held RM 1-159,
411 W Fourth St., Santa Ana, California.

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

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

                  About Townsend Corp. and LRJC

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  Judge Robert N. Kwan presides over
the cases.  Martin J. Brill, Esq., and Todd M. Arnold, Esq. --
mjb@lnbyb.com and tma@nbyb.com -- at Levene, Neale, Bender, Yoo &
Brill LLP, in Los Angeles, represent the Debtors.   Each of the
Debtors estimated $10 million to $50 million in both assets and
debts.  The petitions were signed by Ernest W. Townsend, IV, the
president.

McQueen & Ashman LLP as is the Debtor's special corporate and
litigation counsel.


TRANSDIGM INC: Moody's Affirms 'B1' Rating; Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default Ratings of TransDigm, Inc. ("TransDigm") at
B1, and changed the outlook to Stable from Negative. Separately,
Moody's affirmed the company's senior secured credit facility
rating at Ba2 and the senior subordinated notes at B3, and
assigned a first time Speculative Grade Liquidity rating of SGL-1
indicating a very good near term liquidity profile.

The stable outlook reflects TransDigm's earnings growth since
December 2010 when it acquired McKechnie Aerospace ("McKechnie") -
the company's largest-ever acquisition and funded with about $1.4
billion of incremental debt. Transdigm has continued its record of
strong operating performance despite acquisition-related expenses
and some softness in defense-related sales (about 30% of the
total). With this, Moody's believes that TransDigm will maintain
an earnings base to comfortably support the company's significant
level of funded debt. Transdigm's maintenance of strong operating
performance levels while integrating McKechnie (more than a third
of TransDigm's size) into its own operations and systems confirms
that TransDigm has made progress in successfully incorporating
McKechnie into its returns-driven business model.

TransDigm has maintained its record of good free cash flow
generation since buying McKechnie, which Moody's believes will be
sustained. For fiscal 2011 (ending September 30, 2011 and
incorporating about 10 months of McKechnie operating results)
Moody's anticipates TransDigm to have generated free cash flow
above $200 million with Free Cash Flow-to-Debt of above 8% (using
Moody's standard accounting adjustments). The Free Cash Flow-to-
Debt metric would be strong for the rating category as well as to
similarly-rated peers. Further, Moody's anticipates that
TransDigm's operating margins were about 44%-to-45% in fiscal
2011, or near historical levels. With strong revenue growth likely
in the intermediate term given the favorable commercial aircraft
operating environment, Moody's expects that TransDigm will quickly
progress towards leverage in line with the rating category (Debt
to EBITDA below 5 times) through earnings growth -- rather than
through discretionary debt pay-downs.

The B1 rating reflects TransDigm's record of revenue growth and
operating profitability driven by its wide collection of niche
products and its high margin aftermarket focus, product position
on most aircraft, and the proprietary and sole sourced nature of
most of its product offering. The high earnings base driven by
robust margins, as well as cash flow generation, supports the
increased debt levels associated with acquisitions (with funded
debt more than doubling over two years). Moody's expects that
TransDigm will continue its record of strong operating performance
and free cash flow generation. Additionally, TransDigm's ratings
benefit from the company's very good liquidity profile including
the $245 million undrawn Revolver; a substantial cash position of
over $300 million anticipated as of September 30, 2011; as well as
the expectation for continued strong positive free cash flow
generation.

Upwards rating pressure is not anticipated at the present time.
That said, any positive outlook or rating change up, would only
occur were TransDigm to grow its earnings base such that Debt to
EBITDA was sustained below 4.0 times and Retained Cash Flow to
Debt was sustained above 15% in concert with absolute level of
debt reduction. The rating could be pressured if the company
experiences a sustained decline in operating margins, leading to
Debt to EBITDA sustained above 6.0 times and Free Cash Flow to
Debt sustained below 2%.

TransDigm Inc., headquartered in Cleveland, Ohio, is a leading
manufacturer of engineered aerospace components for commercial
airlines, aircraft maintenance facilities, original equipment
manufacturers and various agencies of the US Government. TransDigm
Inc. is the wholly-owned subsidiary of TransDigm Group
Incorporated. Net sales for the last 12 month period ending
July 2, 2011 were approximately $1.1 billion.


TRIAD GUARANTY: Incurs $37.5 Million Third Quarter Net Loss
-----------------------------------------------------------
Triad Guaranty Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $37.52 million on $58.44 million of revenue for the three
months ended Sept. 30, 2011, compared with net income of
$54.01 million on $68.62 million of revenue for the same period
during the prior year.

The Company also reported a net loss of $46.83 million on
$150.20 million of revenue for the nine months ended Sept. 30,
2011, compared with net income of $105.32 million on
$206.04 million of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$918.74 million in total assets, $1.54 billion in total
liabilities, and a $630.91 million deficit in assets.

Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company is operating
the business in run-off under Corrective Orders with the Illinois
Department of Insurance and has reported a stockholders'
deficiency in assets at Dec. 31, 2010.

                        Bankruptcy Warning

A deficit in assets occurs when recorded liabilities exceed
recorded assets in financial statements prepared under GAAP.  A
deficiency in policyholders' surplus occurs when recorded
liabilities exceed recorded assets in financial statements
prepared under SAP.  A deficit in assets at any particular point
in time under GAAP is not necessarily a measure of insolvency.
However, the Company believes that if Triad were to report a
deficiency in policyholders' surplus under SAP for an extended
period of time, Illinois law may require the Department to seek
receivership of Triad, which could compel TGI to institute a
proceeding seeking relief from creditors under U.S. bankruptcy
laws, or otherwise consider dissolution of the Company.  The
second Corrective Order was designed in part to help Triad
maintain its policyholders' surplus.

The Company has prepared its financial statements on a going
concern basis under GAAP, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  However, there is substantial doubt as
to the Company's ability to continue as a going concern.  This
uncertainty is based on, among other things, the possible failure
of Triad to comply with the provisions of the Corrective Orders
and the Company's ability to generate enough income over the term
of the remaining run-off to overcome its $630.9 million deficit in
assets at Sept. 30, 2011.

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

                        http://is.gd/YsmxeM

                       About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.


UNIGENE LABORATORIES: Incurs $7.3 Million 3rd Quarter Net Loss
--------------------------------------------------------------
Unigene Laboratories, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $7.29 million on $3.42 million of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$4.38 million on $2.85 million of revenue for the same period a
year ago.

The Company also reported a net loss of $22.37 million on $8.02
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $23.97 million on $8.41 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $17.49
million in total assets, $78.87 million in total liabilities and a
$61.37 million total stockholders' deficit.

Ashleigh Palmer, Unigene's President and CEO stated, "We have made
tremendous progress in the past nine months and are poised to
complete the successful turnaround of Unigene as we end 2011.  We
maintain clear focus on the solid execution of our targeted growth
strategy and are confident Unigene and its shareholders will
benefit from the multiple near-term game changing events
anticipated in the coming year."

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

                         http://is.gd/cd3Xb0

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.


UNIVERSAL SOLAR: Incurs $631,750 Net Loss in Sept. 30 Quarter
-------------------------------------------------------------
Universal Solar Technology, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $631,750 on $1.07 million of sales for the
three months ended Sept. 30, 2011, compared with a net loss of
$164,877 on $609,500 of sales for the same period during the
previous year.

The Company reported a net loss of $593,808 on $2.4 million of
sales for 2010, compared with a net loss of $389,435 on $691,713
of sales for 2009.

The Company also reported a net loss of $1.88 million on $2.80
million of sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $621,133 on $609,500 of sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $10.42
million in total assets, $13.09 million in total liabilities and a
$2.67 million total stockholders' deficiency.

As reported by the TCR on April 5, 2011, Paritz & Company, P.A.,
in Hackensack, New Jersey, expressed substantial doubt about
Universal Solar Technology's ability to continue as a going
concern, after auditing the Company's 2010 results.  The
independent auditors noted that the Company's current liabilities
exceeded its current assets by $1,484,406 and the Company has
incurred net loss of $1,519,274 since inception.

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

                        http://is.gd/84UgC6

                       About Universal Solar

Headquartered in Zhuhai City, Guangdong Province, in the People's
Republic of China, Universal Solar Technology, Inc., was
incorporated in the State of Nevada on July 24, 2007.  It operates
through its wholly owned subsidiary, Kuong U Science & Technology
(Group) Ltd., a company incorporated in Macau, the People's
Republic of China on May 10, 2007, and its subsidiary, Nanyang
Universal Solar Technology Co., Ltd., a wholly foreign owned
enterprise registered on Sept. 8, 2008 under the wholly foreign-
owned enterprises laws of the PRC.

The Company primarily manufactures, markets and sells silicon
wafers to manufacturers of solar cells.  In addition, the Company
manufactures photovoltaic modules with solar cells purchased from
third parties.


U.S. EAGLE: Withdraws Motion to Pay Critical Vendors' Claim
-----------------------------------------------------------
U.S. Eagle Corporation, et al., notified the U.S. Bankruptcy Court
for the District of New Jersey that they had withdrawn their
motion for authorization to pay, in their discretion, the
prepetition claims of certain critical vendors and critical
service providers, which was filed on July 11, 2011.

As reported in the Troubled Company Reporter on Aug. 26, 2011,
Roberta A. Deangelis, U.S. Trustee, Region 3, and the Official
Committee of Unsecured Creditors in the Chapter 11 cases of the
Debtors, asked the Court to deny the Debtors' request for payment
of prepetition claims of critical vendors and service providers.

According to the U.S. Trustee, the motion does not identify who
are the three alleged critical vendors, and the motion does not
identify which of the seven estates will be impacted by the relief
requested.

The TCR reported on July 28, 2011, the Debtors related that the
aggregate amount of Critical Vendors' prepetition claims is
approximately $445,370.

The Critical Vendors, the Debtors explain, provide goods or
services essential to the Debtors' operations and that are
unavailable from any other source, or cannot be replaced without
substantial additional cost and interruption of the Debtors'
businesses.

                   About U.S. Eagle Corporation

U.S. Eagle Corporation filed for Chapter 11 bankruptcy protection
on Jan. 6, 2011 (Bankr. D. N.J. Case No. 11-10392).  Samuel Jason
Teele, Esq., at Lowenstein Sandler PC, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.


U.S. EAGLE: Court Approves Cash Collateral Budget Through Dec. 4
----------------------------------------------------------------
On Oct. 27, 2011, the U.S. Bankruptcy Court for the District of
New Jersey approved the stipulation by and between U.S. Eagle
Corporation, et al., and Comerica Bank approving a new cash
collateral budget pursuant to the Bankruptcy Court's final cash
collateral order dated Jan. 21, 2011 (Docket No. 46).

The budget, which covers the period commencing Oct. 23, 2011,
through Dec. 4, 2011, replaces the existing budget.

A copy of the stipulation and consent order is available for free
at http://bankrupt.com/misc/u.s.eagle.dkt405.pdf

Counsel for Comerica Bank can be reached at:

         Conrad K. Chiu, Esq.
         Maria K. Pum, Esq.
         PRYOR CASHMAN LLP
         HENDERSON, CAVERLY, PUM & CHARNEY LLP

As reported in the TCR on Jan. 18, 2011, as of the Petition Date,
the Debtors owed $16 million to Comerica Bank pursuant to a Credit
Agreement dated March 5, 2006, as amended on March 27, 2007,
Nov. 30, 2007, Nov. 14, 2008, and Feb. 12, 2010, and two separate
Secured Real Estate Loans respecting (a) 2180 Pama Lane, Las
Vegas, Nevada and (b) 6680 Surrey Street, Las Vegas, Nevada.

                         About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, in Roseland, N.J., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


USAM CALHOUN: U.S. Trustee Unable to Form Committee
----------------------------------------------------
The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
USAM Calhoun Land LLC because an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.

                         About USAM Calhoun

USAM Calhoun Land LLC filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 11-12232) on Sept. 6, 2011, in Austin.  James V.
Hoffner, ESq., at Graves, Dougherty, Hearon & Moody, P.C. serves
as counsel to the Debtor.  The Debtor scheduled $15,500,000 in
assets and $10,949,093 in debts.  Graves, Dougherty, Hearon and
Moody, P.C. (GDHM) serves as the bankruptcy counsel.


UTSTARCOM INC: Reports $7.5 Million Third Quarter Net Income
------------------------------------------------------------
UTStarcom Holdings Corp. net income of $7.55 million on
$83.29 million of net sales for the three months ended Sept. 30,
2011, compared with a net loss of $17.16 million on $61.39 million
of net sales for the same period a year ago.

The Company reported a net loss of $65.29 million on
$291.53 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $225.70 million on $386.34 million of
net sales during the prior year.

The Company also reported net income of $8.31 million on
$237.11 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $42.10 million on
$215.40 million of net sales for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed
$641.32 million in total assets, $375.41 million in total
liabilities, and $265.92 million in total equity.

"Sustained profitability remains as one of the principal goals for
the Company," said UTStarcom President and Chief Executive Officer
Jack Lu.  "Our cost restructuring efforts continue to show
encouraging results as we recorded our second consecutive
profitable quarter.  In the third quarter of 2011, we announced
the completion of our first end-to-end Internet TV solution for a
cable TV network customer and launched five new products at the
Beijing Telecommunications EXPO.  Customers will look to us
because of our ability to develop customized solutions that will
enhance the subscriber experience.  As we look to the quarters
ahead, demand for our solutions and services is healthy and our
focus will be on execution and expanding our revenue contribution
from higher value-added solutions."

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

                        http://is.gd/bPTEzO

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.


VALENCE TECHNOLOGY: Incurs $4.5MM Net Loss in Q2 Fiscal 2012
------------------------------------------------------------
Valence Technology, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $4.56 million on $8.46 million of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$3.58 million on $12.65 million of revenue for the same period
during the prior year.

The Company reported a net loss of $12.68 million on
$45.88 million of revenue for the year ended March 31, 2011,
compared with a net loss of $23.01 million on $16.08 million of
revenue during the prior year.

The Company also reported a net loss of $7.65 million on $22.54
million of revenue for the six months ended Sept. 30, 2011,
compared with a net loss of $8.19 million on $18.22 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$41.23 million in total assets, $89.47 million in total
liabilities, $8.61 million in redeemable convertible preferred
stock, and a $56.84 million total stockholders' deficit.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.

"During the second quarter we continued to see strong uptake of
Valence's solutions with key commercial customers and made
progress toward our strategy of transitioning to a more
diversified mix of global customers.  We now have a more balanced
customer base with no single customer exceeding 21% of revenue in
the current quarter, versus a single customer accounting for over
40% of revenue during the previous year.  We believe that an
expanding, diverse customer base will drive long-term
profitability for Valence," said Robert L. Kanode, president and
chief executive officer of Valence Technology.

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

                        http://is.gd/Eb34Xc

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.


VERMILLION INC: Buys Correlogic's Ovarian Cancer Assets for $435T
-----------------------------------------------------------------
Adam Bonislawski at genomeweb reports that Vermillion has
purchased substantially all of the assets related to Correlogic's
ovarian cancer business for $435,000 in cash.

According to the report, the deal comes as Correlogic has reached
an agreement to settle its dispute with Quest Diagnostics and
Laboratory Corporation of America regarding rights to its ovarian
cancer program.

The report relates that Vermillion CEO Gail Page said the purchase
gives the company "access to prospectively collected samples,
intellectual property, and software, all of which could accelerate
our ovarian program," including its second-generation ovarian
cancer diagnostic OVA2. The deal also potentially provides
"further IP protection," she noted.

The report says Vermillion announced the acquisition during an
earnings call reviewing its third-quarter 2011 results.

According to the report, for the quarter, the company posted
revenues of $320,000, down 23% from $413,000 a year ago.

The Company's net loss for the quarter rose to $4.7 million from
$2.7 million a year ago.

                        About Vermillion

Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients.  Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health.  Vermillion
is based in Fremont, California.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts is Paul, Hastings, Janofsky
& Walker LLP.  At Sept. 30, 2008, the Debtor had $7,150,000 in
total assets and $32,015,000 in total liabilities.

In January 2010, Vermillion successfully emerged from protection
with all creditors receiving 100 percent of allowed claims and
with the common stock being fully restated.


WESTERN BONDING: A.M. Best Affirms FSR at 'C'; Outlook Negative
---------------------------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and affirmed the financial strength rating of C
(Weak) and the issuer credit rating of "ccc" of Western Bonding
Company (WBC) (Salt Lake City, UT).  The outlook assigned to both
ratings is negative.  Subsequently, A.M. Best has withdrawn both
ratings as the company has requested to no longer participate in
A.M. Best's interactive rating process.

WBC's ratings were placed under review with negative implications
on September 12, 2011, following the liquidation order of its
sister company, Western Insurance Company (WIC).

The ratings reflect WBC's limited profile, including geographic
and product concentration and its limited sources of distribution
and execution risk in developing and implementing a business plan
to profitably grow the company.  In addition, the liquidation
order at WIC may indirectly impact WBC as the loss of WIC's
financial assets and income could place a strain on the
capitalization and liquidity of the parent holding company, A and
H Insurance, Inc., which could in turn place pressure on WBC.  The
negative outlook reflects the execution risk associated with
implementing a business strategy for WBC.


WINDRUSH SCHOOL: Settlement Agreement in Limbo
----------------------------------------------
Charles Burress at ElCerritoPatch reports the future of Windrush
School remained uncertain after an inconclusive hearing in U.S.
Bankruptcy Court.

According to the report, attorneys for the school and for
creditors who hold Windrush bonds told the court that there's been
a snag in the tentative settlement announced October 28 that would
turn the school over to the creditors and allow it to continue
operating the rest of this school year.

The report says, at a hearing on Oct. 28, 2011, the two sides
disclosed a tentative settlement that the school announced would
be signed Nov. 2.  The pact, however, wasn't signed, and the
reason, revealed on Nov. 10, is a disagreement over the school's
budget.

The report relates that Windrush attorney Merle Meyers, Esq., said
there's 99% agreement on "the general framework of a settlement"
but that the two sides remain separated by a disagreement over the
school budget.

The report notes Mike Buckley, Esq., attorney for Wells Fargo,
said the school's budget does not conform to standard school
accounting in the view of the bondholders' analyst.  "It's the
lack of credibility . . . that's the real sticking point," Mr.
Buckley said.

The report relates that the parties agreed to return to court for
the next hearing at 9:30 a.m. on Nov. 29, 2011.  If the settlement
agreement is not reached by then, then the two sides agreed that
they would be prepared to continue with the bankruptcy case.  The
settlement would dismiss the bankruptcy.

                       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.


ZAGS 1 LLC: Sec. 341 Creditors' Meeting Set for Dec. 1
------------------------------------------------------
The United States Trustee for the District of Nevada in Las Vegas
will hold a Meeting of Creditors pursuant to Sec. 341 of the
Bankruptcy Code in the Chapter 11 case of ZAGS 1 LLC on Dec. 1,
2011, at 2:00 p.m. at 341s - Foley Bldg., Rm 1500.

The last day to file Proofs of Claim is Feb. 29, 2012.

Las Vegas-based ZAGS 1 LLC filed for Chapter 11 bankruptcy (Bankr.
D. Nev. Case No. 11-26679) on Oct. 24, 2011.  Judge Bruce A.
Markell presides over the case.  Matthew L. Johnson & Associates,
P.C., serves as the Debtor's counsel.

ZAGS 1 LLC reported $9,975,000 in real property and $428,549 in
personal property, according to information on the case docket.
The Debtor also disclosed that secured claims total $2,237,500
while unsecured priority claims total $151,231.


ZAGS 1 LLC: Status Conference Set for Jan. 3
--------------------------------------------
The Bankruptcy Court will hold a status conference in the Chapter
11 case of ZAGS 1 LLC on Jan. 3, 2012, at 10:00 a.m. at BAM-
Courtroom 3, Foley Federal Bldg.

Las Vegas-based ZAGS 1 LLC filed for Chapter 11 bankruptcy (Bankr.
D. Nev. Case No. 11-26679) on Oct. 24, 2011.  Judge Bruce A.
Markell presides over the case.  Matthew L. Johnson & Associates,
P.C., serves as the Debtor's counsel.

ZAGS 1 LLC reported $9,975,000 in real property and $428,549 in
personal property, according to information on the case docket.
The Debtor also disclosed that secured claims total $2,237,500
while unsecured priority claims total $151,231.


ZAGS 1 LLC: Hires Matthew Johnson & Associates as Bankr. Counsel
----------------------------------------------------------------
The Bankruptcy Court will hold a hearing on Nov. 29, 2011, at
10:00 a.m. at BAM-Courtroom 3, Foley Federal Bldg. on the
application of ZAGS 1 LLC to employ bankruptcy counsel:

          Matthew L. Johnson, Esq.
          Russell G. Gubler, Esq.
          Katie Bindrup, Esq.
          MATTHEW L. JOHNSON & ASSOCIATES, P.C.
          Lakes Business Park
          8831 W. Sahara Ave.
          Las Vegas, NV 89117
          Tel: (702) 471-0065
          Fax: (702) 471-0075
          E-mail: mjohonson@mjohsonlaw.com
                  shari@mjohnsonlaw.com

The Debtor said the firm received a $24,000 prepetition retainer.
The firm's hourly rates are:

          -- not exceeding $375 per hour for partners
          -- not exceeding $285 per hour for associates
          -- not exceeding $150 per hour for paralegals or law
             clerks

The firm attests that it has no prior connections with the Debtor,
creditors or any other party-in-interest, and their lawyers and
accountants.

Las Vegas-based ZAGS 1 LLC filed for Chapter 11 bankruptcy (Bankr.
D. Nev. Case No. 11-26679) on Oct. 24, 2011.  Judge Bruce A.
Markell presides over the case.

ZAGS 1 LLC reported $9,975,000 in real property and $428,549 in
personal property, according to information on the case docket.
The Debtor also disclosed that secured claims total $2,237,500
while unsecured priority claims total $151,231.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
   Company        Ticker        ($MM)      ($MM)      ($MM)
   -------        ------       ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN        116.7      (13.2)      (2.9)
ACCO BRANDS CORP  ABD US      1,050.3      (32.6)     298.7
ALASKA COMM SYS   ALSK US       608.6      (51.3)      15.0
AMC NETWORKS-A    AMCX US     2,121.5   (1,065.5)     519.5
AMER AXLE & MFG   AXL US      2,232.8     (373.3)     125.6
AMERISTAR CASINO  ASCA US     2,039.6     (105.7)     (50.8)
ANOORAQ RESOURCE  ARQ SJ      1,016.8     (119.1)      20.8
AUTOZONE INC      AZO US      5,869.6   (1,254.2)    (638.5)
BLUEKNIGHT ENERG  BKEP US       320.8      (12.5)     (69.9)
BOSTON PIZZA R-U  BPF-U CN      146.9     (105.3)      (2.0)
CABLEVISION SY-A  CVC US      6,740.1   (5,525.9)    (886.1)
CANADIAN SATEL-A  XSR CN        174.4      (29.8)     (55.9)
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
CC MEDIA-A        CCMO US    16,508.9   (7,456.0)   1,531.3
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US      1,407.1     (331.1)     222.9
CHENIERE ENERGY   CQP US      1,803.0     (524.1)      67.7
CHENIERE ENERGY   LNG US      2,651.4     (446.9)    (282.7)
CHOICE HOTELS     CHH US        467.9      (14.4)      28.0
CINCINNATI BELL   CBB US      2,683.8     (626.1)      22.7
CLOROX CO         CLX US      4,077.0      (76.0)     (30.0)
CUMULUS MEDIA-A   CMLS US       367.2     (322.5)      46.4
DEAN FOODS CO     DF US       5,911.2      (58.1)     327.7
DENNY'S CORP      DENN US       280.6      (95.5)     (40.1)
DIRECTV-A         DTV US     18,232.0   (2,471.0)     103.0
DOMINO'S PIZZA    DPZ US        438.2   (1,221.0)     118.2
DUN & BRADSTREET  DNB US      1,767.1     (567.8)    (483.7)
ECOSYNTHETIX INC  ECO CN         45.2     (346.7)      32.2
FNB UNITED CORP   FNBND US    1,643.9     (129.9)       -
FRANCESCAS HOLDI  FRAN US        69.7       (0.1)      22.8
FREESCALE SEMICO  FSL US      3,596.0   (4,488.0)   1,386.0
GENCORP INC       GY US         994.2     (143.4)     102.2
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GOLDEN QUEEN MNG  GQM CN          6.9       (2.0)       5.3
GOLDEN QUEEN MNG  GQMNF US        6.9       (2.0)       5.3
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
GROUPON INC       GRPN US       795.6      (15.6)    (301.0)
HANDY & HARMAN L  HNH US        380.4       (0.9)      35.6
HCA HOLDINGS INC  HCA US     23,756.0   (9,062.0)   2,422.0
HUGHES TELEMATIC  HUTCU US       94.0     (111.8)     (39.0)
HUGHES TELEMATIC  HUTC US        94.0     (111.8)     (39.0)
IDENIX PHARM      IDIX US        88.8       (2.3)      54.6
IMPERVA INC       IMPV US        42.5       (6.6)      (5.8)
INCYTE CORP       INCY US       371.2     (181.0)     225.5
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       137.5      (34.8)      (7.5)
JUST ENERGY GROU  JE CN       1,584.2     (242.2)    (215.6)
JUST ENERGY GROU  JSTEF US    1,584.2     (242.2)    (215.6)
LEVEL 3 COMM INC  LVLT US     9,254.0     (523.0)   1,058.0
LIN TV CORP-CL A  TVL US        815.8     (115.0)      56.6
LIZ CLAIBORNE     LIZ US      1,144.0     (420.0)     (97.3)
LORILLARD INC     LO US       3,152.0   (1,174.0)   1,299.0
MAINSTREET EQUIT  MEQ CN        475.2      (10.5)       -
MANNKIND CORP     MNKD US       224.0     (280.8)       9.7
MEAD JOHNSON      MJN US      2,580.0     (144.8)     678.3
MEDIVATION INC    MDVN US       188.3       (3.9)      89.4
MERITOR INC       MTOR US     2,838.0     (963.0)     226.0
MOODY'S CORP      MCO US      2,521.3     (174.2)     525.1
MORGANS HOTEL GR  MHGC US       480.8      (77.2)      (4.1)
NATIONAL CINEMED  NCMI US       807.9     (346.2)      56.6
NEXSTAR BROADC-A  NXST US       582.7     (187.0)      26.2
NPS PHARM INC     NPSP US       237.4      (38.6)     183.5
NYMOX PHARMACEUT  NYMX US         7.6       (5.1)       4.3
OTELCO INC-IDS    OTT-U CN      316.1      (10.1)      22.9
OTELCO INC-IDS    OTT US        316.1      (10.1)      22.9
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       270.5     (243.2)      44.6
PETROALGAE INC    PALG US         5.8      (70.4)     (72.0)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       304.3     (105.9)      44.1
QWEST COMMUNICAT  Q US       16,849.0   (1,560.0)  (2,828.0)
RAPTOR PHARMACEU  RPTP US        20.5      (14.6)     (21.4)
REGAL ENTERTAI-A  RGC US      2,262.0     (555.7)     (25.8)
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
RENTECH NITROGEN  RNF US        111.3      (79.5)     (16.0)
REVLON INC-A      REV US      1,081.7     (685.1)     148.6
RSC HOLDINGS INC  RRR US      3,075.9      (50.7)    (199.1)
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,725.5     (260.7)     429.3
SINCLAIR BROAD-A  SBGI US     1,563.8     (125.4)      45.7
SINCLAIR BROAD-A  SBTA GR     1,563.8     (125.4)      45.7
SMART TECHNOL-A   SMA CN        514.9       (9.4)     171.8
SMART TECHNOL-A   SMT US        514.9       (9.4)     171.8
SUN COMMUNITIES   SUI US      1,328.6      (72.4)       -
TAUBMAN CENTERS   TCO US      2,518.2     (467.9)       -
THERAVANCE        THRX US       283.3      (59.2)     229.4
TOWN SPORTS INTE  CLUB US       445.1       (3.2)     (30.8)
UNISYS CORP       UIS US      2,566.9     (594.5)     464.7
VECTOR GROUP LTD  VGR US        931.0      (66.7)     252.6
VERISIGN INC      VRSN US     1,657.7     (166.7)     724.5
VERISK ANALYTI-A  VRSK US     1,379.9     (158.9)    (234.2)
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
WARNER MUSIC GRO  WMG US      3,583.0     (289.0)    (630.0)
WEIGHT WATCHERS   WTW US      1,086.5     (470.5)    (292.3)
WESTMORELAND COA  WLB US        769.0     (174.4)      (5.9)



                           *********

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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