TCR_Public/111202.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 2, 2011, Vol. 15, No. 334

                            Headlines

8334 LEESBURG: Cathay Bank May Object to Plan by Dec. 7
1406-38TH AVE: Case Summary & 5 Largest Unsecured Creditors
AEROGROW INTERNATIONAL: Lazarus Discloses 59% Equity Stake
AGE REFINING: Trustee to Ask Court to Approve Plan on Dec. 9
ALEXANDER PROPERTIES: Patapsco Bank Response Deadline Extended

ALLCARE DENTAL: Files for Chapter 7 Bankruptcy
ALLEN FAMILY: Court OKs Stipulation Allowing C&S Set-Off
ALLIED IRISH: Files Interim Management Statement
AMERICAN AIRLINES: Boeing Exec. Sees Renegotiating Aircraft Leases
AMERICAN AIRLINES: Asks for Feb. 11 Extension of Schedules

AMERICAN AIRLINES: Tom Horton is Chairman and CEO Postpetition
ATLANTIC & PACIFIC: Amends Plan to Exit Bankruptcy
AURA SYSTEMS: Files Form S-1, Registers 13 Million Common Shares
BARRINGTON BROADCASTING: Moody's Rates $10-Mil. Revolver at 'B2'
BENJAMIN B. VITI: Tenant Directed to Pay Portion of Legal Fees

BLITZ USA: Committee Has Lowenstein Sandler as Counsel
BLITZ USA: Seeks to Employ Richards Layton as Counsel
BLUEKNIGHT ENERGY: SEC Completes Investigation, No Action Taken
BOSTON SQUARE: Case Summary & 8 Largest Unsecured Creditors
CAGLE'S INC: Committee Can Hire J.H. Cohn as Financial Advisor

CAGLE'S INC: Wins Approval to Employ King & Spalding as Counsel
CAGLE'S INC: Wins Court Approval to Hire KCC as Claims Agent
CALYPTE BIOMEDICAL: Incurs $296,000 Net Loss in June 30 Quarter
CAP JULUCA RESORT: Restructuring Expert Tapped for Resort
CELL THERAPEUTICS: Has $4 Million Net Profit in October

CCO HOLDINGS: Moody's Rates Proposed $750-Mil. Notes at 'B1'
CHARTER COMMUNICATIONS: To Price Bonds Around 7.375%
CRYSTAL CATHEDRAL: Real-Estate Firm Seeks Breakup Fee
DAVIS PETROLEUM: High Court Refuses to Hear Shareholders Appeal
DESERT GARDENS: Court Approves Jennings Strouss as Ch. 11 Counsel

DESERT GARDENS: Sierra Consulting OK'd as Financial Advisors
EVERGREEN ENERGY: Hudson Bay Discloses 4.9% Equity Stake
FENTURA FINANCIAL: Thomas McKenney Appointed Chairman
FILENE'S BASEMENT: Creditors Ask Court to Disband Equity Committee
FOREVER CONSTRUCTION: Norstates Bank Wants Loan Modifications OK'd

FOREMOST REAL ESTATE: Case Summary & Largest Unsecured Creditor
FRIENDLY ICE CREAM: Court Okays Akin Gump as Committee's Counsel
FRIENDLY ICE CREAM: Court OKs Blank Rome as Committee's Co-Counsel
FRIENDLY ICE CREAM: KCC Approved as Information Agent
FRIENDLY ICE CREAM: Court OKs Duff & Phelps as Financial Advisors

FRIENDLY ICE CREAM: Committee Can Hire FTI as Financial Advisor
FRIENDLY ICE CREAM: Seeks to Employ Grant Thornton as Auditor
FULL CIRCLE: Authorized to Enter into Commodity Hedge Contracts
GALP WATERS: Wants Access to Cash Collateral Until Jan. 31
GALP WATERS: Highcross Wants to Use Ballinteer Cash Collateral

GARDENS OF GRAPEVINE: Can Hire Deloitte Financial as Expert
GARLOCK SEALING: Files Full-Payment Asbestos Plan
GELT PROPERTIES: Fox Chase Wants Foreclosure Procedures Clarified
GELT PROPERTIES: Wants Loan Maturity Extended Until March 30
GENCORP INC: Settles with U.S. Government for $3.3 Million

HIWASSEE PRESERVE: Voluntary Chapter 11 Case Summary
HOLDINGS OF EVANS: Hearing on Cash, DIP Financing Continued
HOSPITAL DAMAS: To Employ Fiddler Gonzalez as Special Counsel
INTEGRATED FUEL: Del. Chancery Court Rules on Buyer's Lawsuit
JACLYN, LLC: Voluntary Chapter 11 Case Summary

JEFFERSON COUNTY, AL: Rooker-Feldman Doesn't Restrict County
J.G. WENTWORTH: Moody's Assigns Provisional Ratings to Settlements
KTLA LLC: Court OKs Keller Williams Commercial as Broker
LACINA HOMES: Voluntary Chapter 11 Case Summary
LEHMAN BROTHERS: Strikes Deal on Claims With Fannie Mae
L.H. CONTROLS: Case Summary & 20 Largest Unsecured Creditors

LITHIUM TECHNOLOGY: Receives Orders for Lion-Ion Batteries
LOCATION BASED TECH: Incurs $8.2 Million Net Loss in Fiscal 2011
LOS ANGELES DODGERS: Blasts Fox for Disrupting TV Rights Bidding
LOS ANGELES DODGERS: Postpones Courtroom Clash With Fox
LOWER BUCKS: Plan Confirmation Hearing Continued Today

MAJESTIC CAPITAL: Hires Epiq Bankruptcy as Claims & Noticing Agent
MARITIME COMMUNICATIONS: Taps Robert Keller as Special FCC Counsel
MARITIME COMMUNICATIONS: Committee Taps Burr & Forman as Counsel
MCGINN SMITH: Liquidation Yields $8.2MM So Far, Lawyer Says
MERCER INT'L: Moody's Affirms 'B2' Corporate Family Rating

METOKOTE CORPORATION: Moody's Raises Corp. Family Rating to 'B3'
MF GLOBAL: Wins Nod for Lift Stay for Rubin Class Settlement
MF GLOBAL: Wins Approval for Misdirected Wires Protocol
MF GLOBAL: Dearborn, et al., Demands 80% Cash Distribution
MF GLOBAL: Zybr Asks for Lift Stay to Withdraw Account

MF GLOBAL: COO Abelow Annual Base Salary Reduced to $60,000
MF GLOBAL: Fir Tree Discloses 5.5% Ownership of Common Stock
MF GLOBAL: Cadian Discloses Zero Ownership of Common Stock
MF GLOBAL: Int'l FCStone Unit to Buy UK Metals Division
MF GLOBAL: LME Completes Transfer of UK Client Contracts

MICHAEL KENNETH NEMEE: Court Bars Use of Golf Course
MOORE SORRENTO: Has Access to Wells Fargo's Cash Until Jan. 1
MOUCHEL GROUP: Posts Wider Loss as New Deals Dry Up
NAPOLEON OHIO: Voluntary Chapter 11 Case Summary
NCO GROUP: Proposes to Offer $300 Million of Senior Notes

NEBRASKA BOOK: Court OKs Deloitte Tax as Tax Services Providers
NEUROLOGIX INC: CEO, Chairman, President and CAO Resign
NEW HOPE: Ch. 11 Trustee Withdraws Liquidation Bid
NEWPAGE CORP: Seeks to Employ Aon as Compensation Consultant
NORTHCORE TECHNOLOGIES: To Acquire Discount This Assets

NUTRITION 21: Completed Sale of Assets to Purchaser on Nov. 22
NUTRITION 21: Now Known as NXXI Inc; Amends Art. of Incorporation
NUTRITION 21: Court Sets Dec. 22 Plan Confirmation Hearing
OCEAN PLACE: AFP 104 Files Outline for Amended Liquidating Plan
OPTI CANADA: Confirms Closing of Acquisition of CNOOC Limited

OPTI CANADA: To Redeem First Lien Notes on Dec. 28
PARKER EXCAVATING: Awarded $1.4MM Damages in Suit v. Castle Rock
PENSON WORLDWIDE: Moody's Downgrades CFR to Caa1; Outlook Stable
PHILADELPHIA ORCHESTRA: Judge OKs Turn Over Pension Plan
PHILLIPS RENTAL: Hires Bearfield & Associates as Special Counsel

QUALITY PROPERTIES: Bankr. Court to Hear Mechanics' Lien Suits
RAIN CII: S&P Lifts Corp. Credit Rating to 'BB-'; Outlook Stable
REAL MEX: Aims to Dole Out Bonuses Tied to Sale
SAVE GEMINI: Case Summary & 5 Largest Unsecured Creditors
SAAB AUTOMOBILE: UK Distributor Files for Administration in London

SEAT PAGINE: Restructuring Approved by Subordinated Debt Holders
SENECA GAMING: Moody's Lowers Corporate Family Rating to 'B2'
SINCLAIR TELEVISION: Moody's Affirms 'Ba3' Corp. Family Rating
SOLAR DRIVE: Carolyn A. Dye Approved as Bankruptcy Counsel
SOLYNDRA LLC: Committee's Fees Being Cut to $5,000 a Week

SOUTH COUNTY: Moody's Affirms 'Ba1' Rating on Outstanding Bonds
SP NEWSPRINT: Creditors Committee Taps Lowenstein Sandler
STATION CASINOS: Fee Examiner Submits Reports On Professional Fees
STOCKDALE TOWER: Seeks to Employ Klein DeNatale as Attorneys
SUNOCO INC: Moody's Cuts Sr. Unsecured Notes Rating to 'Ba2'

SUPERMEDIA INC: Fails to Obtain Sufficient Prepayment Offers
TLDP LOAN: Voluntary Chapter 11 Case Summary
TORO SERVICES: Case Summary & 17 Largest Unsecured Creditors
TRIBUNE CO: Seeks Approval of 57-11 49th Place Settlement
TRIBUNE CO: Objects to Shuttle Printing Claim

TRIBUNE CO: Court OKs More Tax Advisory Work for PwC
TRIBUNE CO: E&Y to Provide Valuation Work
TRIBUNE CO: Media Services Names Dan Kazan as Chief Executive
VERSAILLES ASSETS: Moody's Raises Rating on $127MM Notes to 'B1'
WAXESS HOLDINGS: Amends 20.4 Million Common Shares Offering

WESTCOAST TERRA: Voluntary Chapter 11 Case Summary
W.R. GRACE: G. Greg Poling Elected as President, COO
W.R. GRACE: Proposes Baker & McKenzie as Special Counsel
YAVAPAI COUNTY: Court Orders Sale of Horse Racing Venue
YRC WORLDWIDE: Royal Bank Discloses 6.1% Equity Stake

YRC WORLDWIDE: To Issue 600MM Shares Under 2011 Incentive Plan
ZEINA HOSPITALITY: Voluntary Chapter 11 Case Summary

* MERS Foreclosures Held Valid under Massachusetts Law

* Laura Turnery Beyer Appointed as W.D.N.C. Bankruptcy Judge

* Debt Investors Saw Average Recoveries in Last Default Cycle
* Securities to Cover Severe Storm Damage Poised to Default
* Robbins Geller Drops Conspiracy Case Against Banner & Witcoff

* Lloyds Banking Final Bids for Distressed Property Loans Due
* Brookfield Asset Takes Chase of Big Distressed Property Deals
* Victory Park Wraps Up Latest Fund With $480 Million

* BOOK REVIEW: Inside Investment Banking, Second Edition



                            *********

8334 LEESBURG: Cathay Bank May Object to Plan by Dec. 7
-------------------------------------------------------
U.S. Bankruptcy Judge Paul Mannes signed off on a stipulation and
consent order between Cathay Bank and 8334 Leesburg Pike
Associates extending various deadlines related to (i) the Debtor's
proposed Plan of Reorganization, (ii) approval of the Debtor's
Amended Disclosure Statement, and (iii) the Order Authorizing
Distribution of Disclosure Statement and Fixing Time for Filing of
Objection to Disclosure Statement Combined with Hearing on
Confirmation of the Plan, Together with Notice of Hearing Thereon.
These deadlines are extended for Cathay Bank from Nov. 29, 2011,
through and including Dec. 7: (i) the deadline to file and serve
written objections to confirmation of the Plan, (ii) the deadline
to file and serve written objections to approval of the Disclosure
Statement, and (iii) the deadline to file and serve written
acceptances or rejections of the Plan, as provided in the Order.
A copy of the Nov. 29, 2011 stipulation is available at
http://is.gd/tq9OSBfrom Leagle.com.

                About 8334 Leesburg Pike Associates

8334 Leesburg Pike Associates in Chevy Chase, Maryland, filed for
Chapter 11 bankruptcy (Bankr. D. Md. Case No. 11-19734) on May 10,
2011.  In its petition, the Debtor estimated $1 million to $10
million in both assets and debts.  The petition was signed by
Abdolreza Parvizian, managing partner.

Angela H. France, Esq., and Malik K. Cutlar, Esq. --
mcutlar@pctlg.com -- at PCT Law Group, PLLC, in Alexandria,
Virginia, argue for lender Cathay Bank.

Alan M. Grochal, Esq. -- agrochal@tydingslaw.com -- at Tydings &
Rosenberg, in Baltimore, Maryland, serves as counsel for the
Debtor.


1406-38TH AVE: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 1406-38th Ave E, LLC
        4111 E Madison Street, Box 400
        Seattle, WA 98112

Bankruptcy Case No.: 11-23625

Chapter 11 Petition Date: November 27, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Craig S. Sternberg, Esq.
                  STERNBERG THOMSON OKRENT & SCHER PLLC
                  500 Union St Ste 500
                  Seattle, WA 98101
                  Tel: (206) 386-5438
                  E-mail: craig@stoslaw.com

Scheduled Assets: $2,220,000

Scheduled Debts: $1,656,856

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb11-23625.pdf

The petition was signed by Kyle Clark, managing member.


AEROGROW INTERNATIONAL: Lazarus Discloses 59% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Lazarus Investment Partners LLLP and its
affiliates disclosed that, as of Nov. 28, 2011, they beneficially
own 27,740,051 shares of common stock of AeroGrow International,
Inc., representing 59% of the shares outstanding.  A full-text
copy of the filing is available at http://is.gd/mQRKZs

                           Abut AeroGrow

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office dDor
markets.

The Company's balance sheet at Sept. 30, 2011, showed $4.5 million
in total assets, $8.8 million in total liabilities, and a
stockholders' deficit of $4.3 million.

As reported in the TCR on Aug. 30, 2011, Eide Bailly LLP, in
Fargo, North Dakota, expressed substantial doubt about AeroGrow
International's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2011.
The independent auditors said the Company does not currently have
sufficient liquidity to meet its anticipated working capital, debt
service and other liquidity needs in the near term.


AGE REFINING: Trustee to Ask Court to Approve Plan on Dec. 9
------------------------------------------------------------
On Nov. 14, 2011, U.S. Bankruptcy Judge John C. Akard approved the
Third Amended Disclosure Statement, which was filed by Eric J.
Moeller, the court-appointed Chapter 11 Trustee in the bankruptcy
case of Age Refining, Inc., regarding the Trustee's Third Amended
Chapter 11 Plan for the Debtor, dated Nov. 8, 2011.

The Trustee will ask the Bankruptcy Court to approve the Plan at a
hearing on Dec. 9, 2011, at 2:00 p.m.

The Court fixed Dec. 6, 2011, at 5:00 p.m. as the last day and
time for submitting ballots accepting or rejecting the Plan.
Written objections to confirmation of the Plan will be filed on or
before Dec. 6, 2011.

The Plan contemplates the payment of Allowed Claims from proceeds
generated through the previously consummated and Court approved
transactions: [1] the Trustee sold substantially all of the
Estate's Refining Assets located in San Antonio and Falls City to
NuStar Refining, LLC, on April 19, 2011, pursuant to the
Bankruptcy Court's April 14, 2011 Order (Docket No. 913); and [2]
the Trustee sold substantially all of the Estate's Redfish Bay
Assets in San Patricio County (Aransas Pass/Ingleside) to TexStar
Midstream Transport, LP, pursuant to the Bankruptcy Court's Order
of May 20, 2011 (Docket No. 978) and the sale also closed on
May 20, 2011.

Chase Capital has been paid $40,212,084 under the Chase Capital
Credit Agreement.  This is the full amount of its Allowed
prepetition claim, except for post-petition interest and other
charges.  Chase Capital sought payment of postpetition interest in
an amount greater than $6 million.

Under the terms of the Chase Settlement, approved Nov. 2, 2011,
Chase Capital received $200,000 upon entry of the aforementioned
order.  It will receive an additional amount, not to exceed
$3,415,000 to the extent of and out of the Specified Collateral.
The terms of the compromise and settlement are set out more fully
in Section IV.F.10 of the Disclosure Statement.  The Trustee's
estimate of Class 3 Unpaid Claims to Chase Capital is $3,615,000.
Estimated Recovery is 71%.

Holders of general unsecured claims, owed between $8-10 million,
based on the estimate of the Trustee, will receive their pro rata
share of the cash, if any, transferred to the Liquidating Trust
less the amount set aside as the Liquidating Trust Reserve.
Estimated recovery is unknown.

Subordinated claims will not receive or retain and property on
account of their claims.  All AGE Refining Interests of any kind
will be canceled as of the Effective Date and will not receive or
retain and property under the Plan.

Under the Plan, only Chase Capital in Class 3 and general
unsecured claimants in Class 4 are entitled to vote.  All other
Classes are either unimpaired or deemed to reject the Plan.

A copy of the Third Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/agerefining.dkt1394.pdf

                        About Age Refining

Age Refining, Inc. owns a refinery in San Antonio, Texas.  It
manufactures, refines and markets jet fuels, diesel products,
solvents and other highly specialized fuels.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Texas Case No. 10-50501) on Feb. 8, 2010.  The
Company estimated $10 million to $50 million in assets and
$100 million to $500 million in liabilities in its bankruptcy
petition.  David S. Gragg, Esq., and Steven R. Brook, Esq., at
Langley & Banack, Incorporated, in San Antonio, Texas, represent
Eric J. Moeller, Chapter 11 Trustee, as general counsel.

Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from CEO Glen Gonzalez.  In November 2010, the
trustee filed suit against Mr. Gonzalez, alleging he breached his
fiduciary duty by dipping into Company coffers for his personal
use while paying himself an excessive salary and stock
distributions.

David S. Gragg, Esq., Steven R. Brook, Esq., Natalie F. Wilson,
Esq., and Allen M. DeBard, Esq., at Langley & Banack, Inc., in San
Antonio, Tex., serve as general counsel to the Chapter 11 Trustee.


ALEXANDER PROPERTIES: Patapsco Bank Response Deadline Extended
--------------------------------------------------------------
Bankruptcy Judge Nancy V. Alquist signed off on a third
stipulation providing The Patapsco Bank more time to respond to
the motion of Alexander Properties, L.L.C. for stay pending appeal
of the order denying approval of disclosure statement.  The bank's
deadline to file a response is extended further to Jan. 12, 2012.
A copy of the Court's Nov. 29, 2011 Order is available at
http://is.gd/MQHWjufrom Leagle.com.

Based in Annapolis, Maryland, Alexander Properties, L.L.C., and
Soultana Efthimiadis filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case Nos. 10-38095 and 10-38104) on Dec. 14, 2010.  James C.
Olson, Esq. -- jcolson@msn.com -- serves as bankruptcy counsel.
Alexander Properties estimated under $50,000 in assets and
$1 million to $10 million in debts.

Soultana Efthimiadis is represented by Aryeh E. Stein, Esq. --
aryehstein@gmail.com -- at Meridian Law LLC.  Efthimiadis
estimated $100,001 to $500,000 in assets and $1 million to
$10 million in debts.

The Patapsco Bank, Alexander Properties' lender, is represented by
Michael C. Bolesta, Esq. -- mbole@gebsmith.com -- at Gebhardt &
Smith LLP.


ALLCARE DENTAL: Files for Chapter 7 Bankruptcy
----------------------------------------------
Allcare Dental Management, Inc., and 14 related companies have
filed for Chapter 7 bankruptcy in the U.S. Bankruptcy Court for
the Western District of New York in Buffalo, New York.

The Allcare companies previously operated dental clinics at
multiple locations in thirteen states.  Although some of their
locations closed earlier, most of the dental chain closed in
December 2010, when the companies were unable to obtain enough new
financing or equity investments to continue in business.

The Bankruptcy Court has announced that an "initial meeting of
creditors", also known as a "Section 341 Meeting," will be held on
Dec. 12, 2011, at 1:00 p.m., at the United States Trustee's
Office, Olympic Towers, 300 Pearl Street, 4th Floor, in Buffalo,
New York 14202.  The purpose of this meeting is to permit the
Chapter 7 Bankruptcy Trustee to ask Allcare representatives
questions about the assets and liabilities of the Allcare
companies and the reasons for their bankruptcy filings. Creditors
are permitted to attend this meeting and may be permitted to ask
questions, but this meeting has nothing to do with the process of
filing a claim for payment in these bankruptcy cases.

Since going out of business, the Allcare companies have been
liquidating their assets and attempting to collect from former
patients and insurance companies amounts which are owed for dental
services rendered before the store closings. These collection
efforts and asset sales will continue in Chapter 7.

Chief United States Bankruptcy Judge Carl L. Bucki has instructed
that no creditors of these companies should file a claim for
payment in these bankruptcy cases at this time and no deadline for
the filing such claims has been set by the Court. He has directed
that if it is determined at some future date that sufficient
assets have been collected to permit a distribution to creditors,
then notice will be sent to the last known address of each known
potential creditor of the Allcare companies, notifying them where
and by when they must file any claims.

The following are the names and case numbers of the Allcare
companies which have filed Chapter 7 bankruptcies: Allcare Dental
Management, Inc., Case No. 11- 13848-CLB, Allcare Dental
Management, LLC (f/k/a Allcare, LLC), Case No. 1 1-13850 CLB,
Allcare Dental & Dentures of NY, P.C., Case No. 11-13847-CLB,
Allcare Dental & Dentures Inc. of Ohio-Bates, Case No. 11-13851-
CLB, Allcare Dental & Dentures of IA, P.C., Case No. 11-13852-CLB,
Allcare Dental & Dentures of IL-Bates DDS, P.C., Case No. 11-
13857-CLB, Allcare Dental & Dentures of IN, P.C., Case No. 11-
13853- CLB, Allcare Dental & Dentures of MA, P.C., Case No. 11-
13854-CLB, Allcare Dental & Dentures of MI, P.C., Case No. 11-
13856-CLB, Allcare Dental & Dentures of ND, P.C., Case No. 11-
13855-CLB, Allcare Dental & Dentures of NH, P.C., Case No. 11-
13858-CLB, Allcare Dental & Dentures of TN, P.C., Case No. 11-
13859-CLB, Allcare Dental & Dentures of WI, P.C., Case No. 11-
13860-CLB, Allcare Dental & Dentures, P.C., Case No. 11-13862-CLB
and Dr. Bates, DDS, Inc., Case No. 11-13861-CLB.


ALLEN FAMILY: Court OKs Stipulation Allowing C&S Set-Off
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation authorizing Allen Family Foods, Inc., et al., to
setoff mutual debts and modify the automatic stay.

The stipulation entered between the Debtors and C&S Wholesale
Grocers, Inc., provided for, among other things:

   -- C&S is obligated to pay the Debtor $55,396 for goods
      provided by AFF to C&S prior to the Petition Date, and has
      prior to the execution of the stipulation remitted to AFF
      $39,876 of the Customer's Prepetition Obligation;

   -- AFF owes C&S a total amount of $15,520 for lumping services
      provided by C&S to AFF prior to the Petition Date; and

   -- the automatic stay imposed by the Bankruptcy Code will be
      lifted for the sole purpose of allowing C&S to effect the
      setoff of the Customer's Prepetition Obligation against the
      Debtor's Prepetition Obligation.

                     About Allen Family Foods

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

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

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


ALLIED IRISH: Files Interim Management Statement
------------------------------------------------
Allied Irish Banks reported that in the second half of 2011 to
date, it has been working hard to continuously improve customer
service, structure, processes and practices in the now merged
AIB/EBS.  This work is being done in circumstances where difficult
trading conditions are continuing to affect the bank's financial
performance.

OVERVIEW

Progress is being made in a number of key areas:

   * New CEO and Transformation Director appointments announced.

   * Recapitalisation required under the 2011 Prudential Capital
     Assessment Review now completed.  AIB's capital adequacy
     subsequently confirmed by the most recent European Banking
     Authority (EBA) stress tests announcement.

   * Customer deposits have stabilised.

   * Non core deleveraging of EUR10.7 billion, over 50% of end
     2013 deleveraging target has been achieved, strong pipeline
     for more disposals by year end.  Total overall reduction of
     c. EUR46 billion in loans, from  c. EUR147 billion to c.
     EUR101 billion, over 21 months period to the end of September
     2011.

   * Improved customer access to products and services

   * Extensive and increasing support being provided to customers
     in difficulty.

   * EBS is being successfully aligned and integrated.

TRADING UPDATE

   * The Irish economy is showing encouraging signs of growth
     driven by increased competitiveness. There has been an
     improvement in market sentiment towards Ireland due to
     Government's impressive adherence to EU/IMF programme
     conditions.  However, challenging environment remains in many
     domestic sectors, demand being affected by strict and
     continuing austerity measures.  The future economic
     performance in Ireland will be strongly influenced by events
     in Europe, where conditions are currently volatile and
     uncertain.

   * Liability Management Exercises, higher levels of capital and
     no utilisation of higher cost, non standard Central Bank
     facilities since April have helped stabilise the Company's
     net interest margin in the third quarter, compared to the
     half year figure. However, income pressures persist and may
     intensify in a lower interest rate environment.

   * Net income continues to be negatively affected by elevated
     costs of deposits and funding and Government Guarantee costs.
     As deleveraging continues, reliance on ECB facilities should
     reduce which is welcome but will further emphasise the higher
     cost of customer deposits.

   * Lower earning loan volumes as impaired loans continue to
     increase and volume of new business continues to be affected
     by muted customer demand.

   * Costs are broadly stable in the 9 months to September vs same
     period in 2010, lower staff costs have been offset by higher
     restructuring and transformation costs and also higher cost
     of resources required to work with customers in difficulty.
     Negotiations are ongoing to find agreement on a severance
     programme that is acceptable to all stakeholders.

ASSET QUALITY

   * Impaired loans have continued to increase across business and
     personal sectors, levels of arrears in the mortgage book
     increased in the third quarter for both AIB and EBS.

   * Expected bad debt provisions for 2011 will reflect the
     continued asset quality deterioration. The provisions that
     AIB incurs in 2011 will also reflect the Central Bank of
     Ireland's guidance* that banks should adopt a more
     conservative and prudent approach to provisioning, to the
     extent possible within International Financial Reporting
     Standards (IFRS).

   * The bad debt provisions for 2011 should position AIB to
     reduce its bad debt charge in 2012.  The outlook for 2012 and
     beyond will be influenced by the domestic and international
     economic environment.

   * NAMA transfers completed in October, EUR20.4bn in total
     transferred at an overall discount of c. 55%.

CUSTOMER ACTIVITY AND FUNDING

   * Improving customer access to products and services, taking
     steps to simplify the credit application and fulfilment
     process to better satisfy customer requirements. Recruiting,
     training and deploying staff to engage and deliver in
     locations and at times that suit our customers.

   * Committed to continue providing a range of highly competitive
     products and services to customers, including lowest priced
     variable rate mortgages.

   * In the year to date, AIB/EBS has supported over 12,000
     customers in difficulty with mortgage repayments on their
     homes.  Identifying and will speedily implement further
     solutions for the Company's customers under the Mortgage
     Arrears Resolution Strategy.

   * Over 800 dedicated staff (an increase of 200 in last 6
     months) are assigned to specialised lending units around the
     country, managing 29,000 SME customers in difficulty.

   * Deposits have been stable in recent months, particularly
     since recapitalisation completed in July.  Some early signs
     of balances increasing, though competition is intense and
     pricing very high.

   * Value of EBS brand underlined by the strong resilience of its
     deposits.

NON-CORE DELEVERAGING

    * To date, AIB has exceeded the 2011 objectives agreed with
      the Central Bank of Ireland as part of the Financial
      Measures Programme in terms of amount delevered, overall
      cumulative haircut achieved and total capital impact.

   * Achieved EUR10.7 billion of non core deleveraging by the end
     of October 2011 through execution of a controlled strategy,
     featuring asset disposals, repayments and redemptions and
     increased provisioning.

   * Asset disposals comprised principally property, project and
     leveraged finance assets located in the United States and
     Europe.

   * Disposals achieved at better discounts than those assumed in
     the base case of the Financial Measures Programme and the
     capital impact of disposals to date has been broadly neutral.

   * The pipeline for further asset disposals to year end remains
     strong, containing over ?1bn, subject to market conditions.

   * Repayments and redemptions to date principally in overseas
     locations.  Achieved through a deliberate strategy to
     accelerate run-off and amortisation of non core assets
     located abroad, thereby minimising losses and preserving
     capital.

   * The non-core team continues to prepare the pipeline for
     further non-core asset disposals.

CAPITAL

   * Following completion of the recapitalisation programme, AIB
     is adequately capitalised as underlined by the recent EBA
     tests of European banks. At end of September,  AIB's core
     tier one capital ratio was c. 20%.

                     About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland,
noted that there are a number of material economic, political and
market risks and uncertainties that impact the Irish banking
system, including the Company's continued ability to access
funding from the Eurosystem and the Irish Central Bank to meet its
liquidity requirements, that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of EUR10.16 billion on
EUR1.84 billion of interest income for 2010, compared with a net
loss of EUR2.33 billion on $2.87 billion of interest income for
2009.

The Company's balance sheet at June 30, 2011, showed
EUR126.87 billion in total assets, EUR120.01 billion in total
liabilities, and EUR6.86 billion in total shareholders' equity
including non-controlling interests.


AMERICAN AIRLINES: Boeing Exec. Sees Renegotiating Aircraft Leases
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a senior Boeing
Co. executive said Wednesday that he expects the parent of
American Airlines to seek fresh aircraft lease terms, a move that
could extend a huge aircraft order announced just five months
before the U.S. carrier filed for bankruptcy protection.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN AIRLINES: Asks for Feb. 11 Extension of Schedules
----------------------------------------------------------
AMR Corp. and its affiliates ask the bankruptcy court to extend
until February 11, 2012, the period to file their (i) schedules of
assets and liabilities, (ii) schedules of executory contracts and
unexpired leases, and (iii) statements of financial affairs.

The Debtors are expected to file their schedules and statements on
Dec. 13, but they anticipate that they will be unable to complete
their schedules by that date.

The Debtors also seek additional time to file their initial
reports of financial information in respect of entities in which
their Chapter 11 estates hold a controlling or substantial
interest, as set forth in Rule 2015.3 of the Federal Rules of
Bankruptcy Procedures until 60 days after the meeting of creditors
to be held pursuant to Section 341 of the Bankruptcy Code.

According to Stephen Karotkin, Esq., at Weil, Gotshal & Manges
LLP, in New York, the Debtors' primary focus has been on filing
the large complex cases and reacting to the trauma of filing.
Given the amount of work entailed in completing the Schedules and
the competing demands on the Debtors' employees and professionals
to assist in efforts to stabilize business operations during the
initial postpetition period, the Debtors likely will not be able
to properly and accurately complete the Schedules within the
required 14-day time period, he tells the Court.

Mr. Karotkin adds that extending the deadline for the initial Rule
2015.3 Reports also will enable the Debtors to work with their
financial advisors and the Office of the U.S. Trustee to determine
the appropriate nature and scope of the 2015.3 Reports and any
proposed modifications to the reporting requirements established
by Bankruptcy Rule 2015.3.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN AIRLINES: Tom Horton is Chairman and CEO Postpetition
--------------------------------------------------------------
The Board of Directors of AMR Corporation named Thomas W. Horton
chairman and chief executive officer of the Company, succeeding
Gerard Arpey, who informed the Board of his decision to retire.
Horton will also succeed Arpey as chairman and chief executive
officer of American.  Mr. Horton will continue to serve as
President of AMR and American.

". . . .  we entered a new phase in the evolution of this great
company with a talented and experienced new leader, Tom Horton,
succeeding Gerard Arpey, who skillfully led our company through
some of its most challenging times," said Armando M. Codina, lead
independent director of AMR.  "With more than 22 years at
American, Tom is ideally suited to guide the company through this
next important period.  Tom's experience in a different company
and industry gives him a unique blend of experience and
objectivity that will serve the company well as we work through
this process to achieve a competitive cost structure.  The Board
has great confidence that, together, Tom and the industry's best
workforce and management team will reaffirm American's position of
pride and leadership among global airlines.

"For 30 years Gerard Arpey has given his all to this company,
especially during the last decade," Mr. Codina continued.  "Gerard
is a person of exceptional integrity, intelligence and commitment,
and he helped our company to achieve amazing things against
sometimes staggering odds.  Although we had asked that he continue
to lead American, we understand and respect his decision to retire
and entrust the company he loves to a new leader for a new time.
This Board will always be grateful for Gerard's unwavering
commitment to what is best for the company."

"It is a privilege and an honor to lead this company and I intend
to do everything in my power to help restore its position of
leadership in the global airline industry," said Mr. Horton.
"This is a difficult business in the best of times, and I cannot
think of anyone I would rather have worked with or had as a friend
for over two decades than Gerard Arpey.  He is not only a great
business leader; he is also a man of honor.  With characteristic
selflessness, he decided it was time for a new leader to take the
company forward and I am grateful for his -- and our Board's --
confidence. I know we can all count on Gerard's friendship and
encouragement as we work to reaffirm American's place among the
world's premier airlines."

"The process launched will no doubt require far-ranging and
sometimes difficult change, but it represents an opportunity to
rebuild American in a way that assures its ability to compete in a
changed world," Mr. Arpey said.  "I appreciate the Board's
confidence in me, but I also believe that executing on this plan
requires a new leader for a new time.  That is why I informed the
Board of my decision to retire and, with my enthusiastic support,
the Board decided to appoint Tom as CEO.  It has been an honor to
serve this company alongside the men and women of American
Airlines who have met challenge after challenge with perseverance,
skill, determination, and grace.  I know they will continue to do
so."

                    Thomas W. Horton Background

Thomas W. Horton was named as Chairman and Chief Executive Officer
AMR and American Airlines in November 2011.  He was named
President of AMR and American in July 2010. Previously, Horton
served as Executive Vice President - Finance and Planning and
Chief Financial Officer of AMR and American.  He was named to that
position in March 2006 upon returning to American from AT&T Corp.,
where he had been Vice Chairman and Chief Financial Officer.

Mr. Horton initially joined AMR in 1985 and held a range of senior
financial positions with AMR, including Vice President and
Controller.  From 1998 to 2000, he was vice president responsible
for the airline's Europe business, based in London.

In January 2000, Mr. Horton became Senior Vice President and Chief
Financial Officer of AMR.

In 2002, Mr. Horton joined AT&T, where he served first as Chief
Financial Officer and then as Vice Chairman and CFO.  In 2005,
Horton led the evaluation of strategic alternatives, ultimately
leading to the combination with SBC, which formed the new AT&T.

Mr. Horton holds an MBA degree from the Cox School of Business at
Southern Methodist University and graduated with a BBA degree,
magna cum laude, from Baylor University.  Mr. Horton serves on the
Board of Directors of Qualcomm, Inc., a leading developer and
innovator of advanced wireless technologies and data solutions.
Mr. Horton also serves on the Executive Board of the Cox School of
Business at SMU.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ATLANTIC & PACIFIC: Amends Plan to Exit Bankruptcy
--------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Great Atlantic
& Pacific Tea Co. grocery chain amended its plan to exit
bankruptcy, incorporating a new settlement that will cut into
recoveries for the vast majority of unsecured creditors.

                    About Atlantic & Pacific

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

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

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

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

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

A&P filed a proposed Chapter 11 plan founded upon a $490 million
debt and equity financing announced this month.  The proposed
financing, tentatively approved by the bankruptcy judge, allows
A&P to accept a better offer if one appears.  New investors
sponsoring the plan include Yucaipa Cos., Goldman Sachs Group Inc.
and Mount Kellett Capital Management LP.


AURA SYSTEMS: Files Form S-1, Registers 13 Million Common Shares
----------------------------------------------------------------
Aura Systems, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the
resale by Iroquois Master Fund Ltd., Hudson Bay Master Fund, Ltd.,
Straight Line Capital Opportunities Fund 1, LLC, et al., of up to
13,034,000 shares of the Company's common stock which include:

   -- Up to 6,517,000 shares of common stock underlying senior
      secured convertible notes of the Company issued to investors
      on Sept. 26, 2011, upon conversion of the notes;
   
   -- Up to 6,517,000 shares of common stock underlying common
      stock purchase warrants issued to investors on Sept. 26,
      2011, upon exercise of the warrants.

The notes and warrants were issued in the Company's private
placement financing on Sept. 26, 2011.  Even though the Company is
registering the above underlying shares for resale, there is no
assurance that any of these shares will become issued and
outstanding, nor is there any assurance that any of the above
shares will be sold by selling security holders in reliance on
this prospectus.  The Company is registering the number of shares
pursuant to a registration rights agreement with the investors in
our private placement financing.

This offering is not being underwritten.  The Company's common
stock is quoted by the Over-the-Counter Bulletin Board (OTCBB)
under the symbol "AUSI."  On Nov. 23, 2011, the price per share of
our common stock as quoted on the OTCBB was $0.68.

The Company will not receive any of the proceeds from the sale of
these shares.  However, the Company may receive up to $4.9 million
in gross proceeds if all of the warrants are exercised with cash.
If some or all of the warrants are exercised with cash, the money
the Company receive will be used for general corporate purposes,
including working capital requirements.  The Company will pay all
expenses incurred in connection with the offering described in
this prospectus, with the exception of the brokerage expenses,
fees, discounts and commissions which will all be paid by the
selling security holders.

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

                        http://is.gd/Isi3A2

                         About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine ("AF") known as the AuraGen(R) for industrial and
commercial applications and VIPER for military applications.

Kabani & Company, Inc., in Los Angeles, Calif., expressed
substantial doubt about Aura Systems' ability to continue as a
going concern, following the Company's results for the fiscal year
ended Feb. 28, 2011.  The independent auditors noted that the
Company has historically incurred substantial losses from
operations and may not have sufficient working capital or outside
financing available to meet its planned operating activities over
the next twelve months.

The Company's Aug. 31, 2011, showed $4.60 million in total assets,
$14.64 million in total liabilities and a $10.04 million total
stockholders' deficit.


BARRINGTON BROADCASTING: Moody's Rates $10-Mil. Revolver at 'B2'
----------------------------------------------------------------
Moody's Investor Services assigned B2 ratings and LGD3 -- 34%
assessments to Barrington Broadcasting Group LLC's ("Barrington")
proposed $10 Million Senior Secured 1st Lien Revolver and $185
Million Senior Secured 1st Lien Term Loan B. The new credit
facilities will be used to refinance the existing senior secured
revolver due August 2012, senior secured term loan B due August
2013 and senior subordinated notes due August 2014. In addition,
Moody's revised the Probability of Default Rating (PDR) to B3 from
B2 reflecting the all bank debt structure and Moody's expectations
for a 65% recovery in a distress scenario. Moody's also affirmed
the B2 CFR and Speculative Grade Liquidity (SGL) Rating at SGL --
3. The rating outlook is stable.

Assignments:

   Issuer: Barrington Broadcasting Group LLC

   -- New $10 Million Senior Secured 1st Lien Revolver: Assigned
      B2, LGD3 -- 34%

   -- New $185 Million Senior Secured 1st Lien Term Loan B:
      Assigned B2, LGD3 -- 34%

Downgrades:

   Issuer: Barrington Broadcasting Group LLC

   -- Probability of Default Rating: Downgraded to B3 from B2

Unchanged:

   Issuer: Barrington Broadcasting Group LLC

   -- Corporate Family Rating: Affirmed B2

Outlook Actions:

   Issuer: Barrington Broadcasting Group LLC

   -- Outlook is Stable

To be withdrawn upon repayment at the close of the transaction:

   Issuer: Barrington Broadcasting Group LLC

   -- $17.5 Million Senior Secured Revolver due August 2012: B1,
      LGD3 -- 34%

   -- $147.5 Million Senior Secured First Lien Term Loan B due
      August 2013 ($115.6 Million outstanding): B1, LGD3 -- 34%

   -- $125 Million 10.25% Senior Subordinated Notes due August
      2014 ($54.94 Million outstanding): Caa1, LGD5 -- 88%

RATINGS RATIONALE

Barrington's B2 corporate family rating incorporates its
moderately high, trailing 8 quarter pro forma debt-to-EBITDA ratio
of just under 5.0x at year end 2011 (including Moody's standard
adjustments, or approximately 5.4x based on trailing 4 quarters)
which Moody's expects to reduce to approximately 4.3x (on a
trailing 8 quarter basis) by year end 2012. Moderately high
leverage poses challenges for managing a business vulnerable to
advertising spending cycles. Lack of scale also constrains the
rating, although the company benefits from a diverse station
portfolio in terms of both geography and network affiliations.
These broadcast properties combined with Barrington's continued
local market focus and attractive margins create the capacity to
generate good unlevered cash flow; however, the company faces
heightened competition for advertising dollars due to media
fragmentation. Ratings also reflect Moody's expectations for the
company to continue the recent trend of paying down debt using
unlevered free cash flow and maintain modest liquidity over the
rating horizon. Moody's notes that the proposed credit agreement
has a 100% excess cash flow sweep whenever total leverage exceeds
3.5x (as defined). As expected, Barrington's management has been
opportunistic in the refinancing its revolver and term loan prior
to their August 2012 and August 2013, respective maturities.
Ratings are constrained by the event risk associated with the
ownership of companies by financial sponsors. The company is also
refinancing the $2.3 million Sagamore Hill term loan and the $6.8
million Tucker term loan which will continue to be guaranteed by
Barrington.

The stable outlook reflects Moody's expectation that Barrington
will maintain two year average debt-to-EBITDA ratios below 5.25x
(including Moody's standard adjustments) and generate free cash
flow-to-debt of 5% or more. The stable outlook also assumes
application of free cash flow to debt repayment, along with EBITDA
growth from local advertising and the company's digital platform,
will enable Barrington to further improve its financial metrics.

Ratings could be downgraded if two-year average debt-to-EBITDA
ratios are sustained above 5.75x (including Moody's standard
adjustments) or if deterioration in operating performance results
in free cash flow ratios falling below 5%. Ratings could also be
downgraded if liquidity were to become strained or Barrington were
no longer able to comply with financial maintenance covenants due
to poor performance, cash dividends, or share repurchases.
Barrington's moderately high leverage and lack of scale limit
upward momentum; however, ratings could be upgraded if a reduction
in absolute debt or improvement in operating performance leads to
expectations for two-year average leverage being sustained
comfortably under 4.25x (incorporating Moody's standard
adjustments) and management showed a commitment to financial
policies consistent with the higher rating. An upgrade would also
require expectations for good liquidity maintenance.

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

Barrington Broadcasting Group, LLC, headquartered in Hoffman
Estates, Illinois, owns or programs 24 network television stations
in 15 markets. Barrington focuses on small to mid-sized markets
ranked #69 - #199 across the United States and all of the
company's primary digital streams are affiliated with networks
including NBC (6 stations), ABC (6 stations), CBS (4 stations),
Fox (3 stations) and CW (5 stations). Barrington has been a
portfolio company of Pilot Group since the broadcaster was founded
2003. Net revenues for the 12 months ended September 30, 2011
totaled $123 million.


BENJAMIN B. VITI: Tenant Directed to Pay Portion of Legal Fees
--------------------------------------------------------------
Bankruptcy Judge Arthur N. Votolato granted, in part, and denied,
in part, Benjamin B. Viti's motion to adjudge Frank Mattos, d/b/a
Mattos & Associates, LLC, in willful contempt for failing to
comply with certain terms of the Court's May 12, 2011 Order.

On March 11, 2011, after what may conservatively be described as a
mutually antagonistic landlord/tenant relationship, and after a
lot of acrimonious litigation, Messrs. Viti and Mattos purportedly
reached a settlement agreement.  The amount of distrust that has
existed between these parties is seen in their insistence on
immediately putting in writing and executing a handwritten
agreement, rather than risk a "breakdown of the settlement
discussions pending the drafting of a typewritten document."

The agreement required, among other things, for the parties to
dismiss and release all of their claims.  Also, Mr. Mattos agreed
to make a $25,937 single payment to Mr. Viti, and to vacate the
property by April 10, 2011, leaving all fixtures in place, except
for certain specific items noted in the agreement.  Mr. Viti would
prepare and file a Joint Motion to Compromise, along with a
proposed Consent Order.

The motion was filed on March 23, 2011, and a hearing was held on
April 6, 2011.  Because Mr. Mattos neither appeared at the April 6
hearing nor filed an opposition, the Motion was granted upon a
finding that the settlement, as represented, was fair and
reasonable.  On April 10, Mr. Mattos vacated the property, but he
failed to deliver any money or return the keys to the property.
On April 25, 2011, a Proposed Order was submitted, and on May 12,
2011, after the expiration of the objection period, the Order was
entered. Again, Mr. Mattos did nothing.

On May 26, 2011, after still more posturing, Mr. Viti filed a
motion to adjudge Mattos in contempt. On Sept. 28, 2011, five days
prior to the hearing on the Contempt Motion, Mr. Mattos delivered
a check to Mr. Viti for $25,937, erroneously assuming that this
litigation would thereby be ended.  The hearing on the contempt
motion went forward as scheduled.

In a Nov. 29 Decision and Order, available at http://is.gd/25IuQ1
from Leagle.com, Judge Votolato noted the Court is mindful that
Mr. Mattos's delaying tactics resulted in additional legal fees,
as Mr. Viti repeatedly made efforts to collect his money. "I find
Mattos to be in technical contempt and order him to pay one-half
of the legal fees incurred by Viti in his collection efforts.
After examining his itemized bill, the Court sets $2,500 as a
reasonable estimate, Mattos is ordered to pay said amount to Viti
within five days, and he is directed to turn over all remaining
keys to the property, simultaneously," the judge said.

The case is BENJAMIN B. VITI, v. FRANK MATTOS, an Individual d/b/a
MATTOS & ASSOCIATES, LLC, Adv. Proc. No. 10-1054 (Bankr. D. R.I.).

Benjamin B. Viti filed for Chapter 11 bankruptcy (Bankr. D. R.I.
Case No. 10-11157) in 2010.  He is represented by:

          Vincent A. Indeglia, Esq.
          INDEGLIA & ASSOCIATES
          300 Centerville Road, Suite 300, The Summit East
          Warwick, RI 02886
          Tel: 401-886-9240
          Fax: 401-886-9241

Frank Mattos is represented by:

          John O. Mancini, Esq.
          LAW OFFICES OF MICHAEL A. KELLY
          128 Dorrance Street, Suite 300
          Providence, RI 02903
          Tel: 401-490-7334
          Fax: 401-490-7874


BLITZ USA: Committee Has Lowenstein Sandler as Counsel
------------------------------------------------------
The official creditors' committee for Blitz U.S.A. Inc. selected
the Lowenstein Sandler PC from Roseland, New Jersey firm as its
attorneys.

Miami, Oklahoma-based Blitz Acquisition Holdings, Inc. and its
affiliates filed for Chapter 11 protection (Bankr. D. Del. Case
Nos. 11-13602 to 11-13607) on Nov. 9, 2011.  The Hon. Peter J.
Walsh presides over the case.  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger represents the Debtors in their
restructuring efforts.  The Debtors tapped Zolfo Cooper, LLC as
restructuring advisor; Kurtzman Carson Consultants LLC serves as
notice and claims agent.  Debtor-affiliate Blitz Acquisition
estimated assets and debts at $50 million to $100 million.  The
petitions were signed by Rocky Flick, president and chief
executive officer.


BLITZ USA: Seeks to Employ Richards Layton as Counsel
-----------------------------------------------------
Blitz U.S.A., et al., ask for permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Richards, Layton &
Finger, P.A., as their bankruptcy counsel nunc pro tunc to the
Petition Date.  The Debtors have selected Richards Layton as their
counsel because of the firm's extensive experience and knowledge
in the field of debtors' and creditors' rights, business
reorganizations and liquidations under Chapter 11 of the
Bankruptcy Code.

As counsel, Richards Layton will:

   (a) prepare all necessary petitions, motions, applications,
       orders, reports, and papers necessary to commence the
       Chapter 11 cases;

   (b) advise the Debtors of their rights, powers, and duties as
       debtors and debtors-in-possession under Chapter 11 of the
       Bankruptcy Code;

   (c) prepare on behalf of the Debtors all motions, applications,
       answers, orders, reports, and papers in connection with the
       administration of the Debtors' estate;

   (d) take action to protect and preserve the Debtors' estates,
       including the prosecution of actions on the Debtors'
       behalf, the defense of actions commenced against the
       Debtors in the Chapter 11 cases, the negotiation of
       disputes in which the Debtors are involved, and the
       preparation of objections to claims filed against the
       Debtors;

   (e) assist the Debtors with the sale of any of their assets
       pursuant to Section 363 of the Bankruptcy Code;

   (f) prepare the Debtors' disclosure statement and any related
       motions, pleadings, or other documents necessary to solicit
       votes on the Debtors' plan of reorganization;

   (g) prepare the Debtors' plan of reorganization;

   (h) prosecute on behalf of the Debtors, the proposed plan of
       reorganization and seek approval of all transactions
       contemplated therein and any amendments thereto; and

   (i) perform all other necessary legal services in connection
       with the Chapter 11 cases.

The Debtors propose to pay Richards Layton based on the firm's
customary hourly rates.  The principal professionals and
paraprofessionals designated to represent the Debtors and their
current standard hourly rates are:

      (a) Daniel J. DeFranceschi       $650 per hour
      (b) Michael J. Merchant          $550 per hour
      (c) Julie A. Finocchiaro         $255 per hour
      (d) Robert C. Maddox             $255 per hour
      (e) Amanda Steele                $245 per hour
      (f) Rebecca V. Speaker           $200 per hour

The Debtors agree to reimburse Richards Layton for its expenses
including telephone and telecopier toll, regular mail and express
mail charges, document processing charges and travel expenses.

Prior to the Petition Date, the Debtors paid Richards Layton a
retainer of $225,000 in connection with and in contemplation of
the Chapter 11 cases.

Daniel J. DeFranceschi, Esq., attest to the Court that Richards
Layton is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         RICHARDS, LAYTON & FINGER, P.A.
         Daniel J. DeFranceschi, Esq.
         Michael J. Merchant, Esq.
         Julie A. Finocchiaro, Esq.
         Amanda R. Steele, Esq.
         One Rodney Square
         920 North King Street
         Wilmington, Delaware 19801
         Tel: (302) 651-7700
         Fax: (302)651-7701
         E-mail: DeFranceschi@rlf.com
                 Merchant@rlf.com
                 Finocchiaro@rlf.com
                 Steele@rlf.com

                  About Blitz Acquisition Holdings

Miami, Oklahoma-based Blitz Acquisition Holdings, Inc. and its
affiliates filed for Chapter 11 protection (Bankr. D. Del. Case
Nos. 11-13602 to 11-13607) on Nov. 9, 2011.  The Hon. Peter J.
Walsh presides over the case.  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger represents the Debtors in their
restructuring efforts.  The Debtors tapped Zolfo Cooper, LLC as
restructuring advisor; Kurtzman Carson Consultants LLC serves as
notice and claims agent.  Debtor-affiliate Blitz Acquisition
estimated assets and debts at $50 million to $100 million.  The
petitions were signed by Rocky Flick, president and chief
executive officer.


BLUEKNIGHT ENERGY: SEC Completes Investigation, No Action Taken
---------------------------------------------------------------
The Staff of the Fort Worth office of the Securities and Exchange
Commission notified Blueknight Energy Partners, L.P., that the
Staff has completed its investigation of the Partnership and does
not intend to recommend any enforcement action by the SEC.

On July 21, 2008, the Partnership received a letter from the staff
of the SEC giving notice that the SEC is conducting an inquiry
relating to the Partnership and requesting, among other things,
that the Partnership voluntarily preserve, retain and produce to
the SEC certain documents and information relating primarily to
the Partnership's disclosures respecting SemCorp's liquidity
issues, which were the subject of the Partnership's July 17, 2008,
press release.

On Oct. 21, 2008, the Partnership received a subpoena from the SEC
pursuant to a formal order of investigation requesting certain
documents relating to, among other things, SemCorp's liquidity
issues.  The Partnership received a subpoena from the SEC in
connection with the investigation requesting that the Partnership
produce additional documents by Nov. 20, 2010, and additional
documents were produced in January 2011.

"SemCorp" refers to SemGroup Corporation and its predecessors
including SemGroup, L.P., subsidiaries and affiliates.

                      About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company reported a net loss of $23.79 million on
$152.62 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.50 million on $156.77 million of
total revenue during the prior year.

The Company also reported net income of $25.89 million on
$131.12 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $10.60 million on
$113.53 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$320.77 million in total assets, $333.23 million in total
liabilities, and a $12.46 million total partners' deficit.


BOSTON SQUARE: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Boston Square I, Ltd.
        2600 South Canyon Trail
        Hinckley, OH 44233

Bankruptcy Case No.: 11-19981

Chapter 11 Petition Date: November 28, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Pat E Morgenstern-Clarren

Debtor's Counsel: Mary Ann Rabin, Esq.
                  RABIN & RABIN CO LPA
                  55 Public Sq, Suite 1510
                  Cleveland, OH 44113
                  Tel: (216) 771-8084
                  Fax: (216) 771-4615
                  E-mail: mrabin@rabinandrabin.com

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

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohnb11-19981.pdf

The petition was signed by Irene Terry, manager.


CAGLE'S INC: Committee Can Hire J.H. Cohn as Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized the Official Committee of Unsecured Creditors in
bankruptcy case of Cagle's, Inc., and Cagle's Farms, Inc., to
retain J.H. Cohn LLP as its financial advisors.

The Committee has selected J.H. Cohn because of the firm's
considerable experience in bankruptcy and insolvency.

J.H. Cohn will, among other things:

   (a) review reasonableness of the DIP facility terms including
       the likelihood that the Debtors will be able to comply with
       the terms of the order;

   (b) review DIP facility as to whether sufficient liquidity is
       available;

   (c) analyze and review key motions to identify strategic case
       issues;

   (d) gain an understanding of the Debtors' corporate structure,
       including non-debtor entities; and

   (e) perform a preliminary assessment of the Debtors' proposed
       budget.

J.H. Cohn's billing rates are:

          Partners/Senior Partners     $550-$720/hr.
          Director/Senior Manager/Mgr. $460-$550/hr.
          Other Professional Staff     $185-$360/hr.
          Paraprofessional             $155-$175/hr.

J.H. Cohn will also seek reimbursement for out-of-pocket expenses
incurred in connection with its services.

Howard L. Konicov, a partner of J.H. Cohn LLP, assured the Court
that his firm does not hold or represent any interest adverse to
the Debtors, their estates or creditors, and is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                         About Cagle's Inc.

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

Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed
on Oct. 19, 2011, voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and
11-80203).  Paul K. Ferdinands, Esq., at King & Spalding, in
Atlanta, Georgia, serves as counsel.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  Cagle's Inc. estimated assets
of up to $100 million and debts of up to $50 million.  Cagle's
Farms estimated assets and debts of up to $50 million.


CAGLE'S INC: Wins Approval to Employ King & Spalding as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized Cagle's Inc. and Cagle's Farms, Inc., to employ King &
Spalding LLP as their bankruptcy and restructuring counsel.

King & Spalding will:

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

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

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

   (d) negotiate and prepare on behalf of the Debtors a plan, a
       disclosure statement, and all related documents;

   (e) negotiate and prepare documents relating to the disposition
       of assets, as requested by the Debtors;

   (f) advise the Debtors on finance, finance-related matters and
       transactions, and matters relating to the sale of the
       Debtors' assets;

   (g) advise the Debtors regarding intellectual property rights
       and licensing strategies; and

   (h) perform other legal services for the Debtors as may be
       necessary and appropriate.

The King & Spalding professionals and paraprofessionals expected
to be most active in the Debtors' Chapter 11 cases and their
current hourly rates are:

          Paul K. Ferdinands, Partner     $745 per hour
          Sarah R. Borders, Partner       $745 per hour
          Jeff Dutson, Associate          $410 per hour
          Missy Heinz, Senior Paralegal   $270 per hour

In the 90 days prior to the Petition Date, the Debtors paid two
retainer payments to King & Spalding in the amount of $200,000 and
$125,000.

Paul K. Ferdinands, Esq., assured the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

         Paul K. Ferdinands, Esq.
         Jeffrey R. Dutson, Esq.
         KING & SPALDING LLP
         1180 Peachtree Street
         Atlanta, Georgia 30309-3521
         Telephone: (404) 572-4600
         Facsimile: (404) 572-5128
         E-mail: pferdinands@kslaw.com
                 jdutson@kslaw.com

                        About Cagle's Inc.

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

Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed
on Oct. 19, 2011, voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and
11-80203).  Paul K. Ferdinands, Esq., at King & Spalding, in
Atlanta, Georgia, serves as counsel.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  Cagle's Inc. estimated assets
of up to $100 million and debts of up to $50 million.  Cagle's
Farms estimated assets and debts of up to $50 million.


CAGLE'S INC: Wins Court Approval to Hire KCC as Claims Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized Cagle's, Inc., and Cagle's Farms, Inc., to employ
Kurtzman Carson LLC as their claims, noticing, and balloting
agent.

KCC will, among other things:

   (a) serve as the Debtors' noticing agent to mail certain
       notices to certain of the Debtors' creditors and other
       parties-in-interest;

   (b) provide claims, schedule preparation and balloting
       services; and

   (c) provide expertise and consultation and assistance in claim
       and ballot processing and with the dissemination of other
       administrative information related to the Debtors' Chapter
       11 cases.

KKC will be paid according to its usual fee arrangement, which
combines an hourly fee rate with per-task charges for certain
services, prepaid postage expenses, and reimbursement for
reasonable out-of-pocket expenses.

Prior to the Petition Date, the Debtors paid KCC a retainer of
$20,000.

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

                         About Cagle's Inc.

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

Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed
on Oct. 19, 2011, voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and
11-80203).  Paul K. Ferdinands, Esq., at King & Spalding, in
Atlanta, Georgia, serves as counsel.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  Cagle's Inc. estimated assets
of up to $100 million and debts of up to $50 million.  Cagle's
Farms estimated assets and debts of up to $50 million.


CALYPTE BIOMEDICAL: Incurs $296,000 Net Loss in June 30 Quarter
---------------------------------------------------------------
Calypte Biomedical Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $296,000 on $135,000 of product sales for the three
months ended June 30, 2011, compared with a net loss of $686,000
on $59,000 of product sales for the same period during the prior
year.

The Company also reported a net loss of $195,000 on $398,000 of
product sales for the six months ended June 30, 2011, compared
with a net loss of $1.23 million on $190,000 of product sales for
the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $2.20 million
in total assets, $6.81 million in total liabilities and a $4.61
million total stockholders' deficit.

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

                        http://is.gd/wHmSFf

                      About Calypte Biomedical

Portland, Oregon-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus ("HIV")
infection.

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
California, expressed substantial doubt about Calypte Biomedical's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring operating losses and
negative cash flows from operations, and management believes that
the Company's cash resources will not be sufficient to sustain its
operations through 2011 without additional financing.

"At Dec. 31, 2010, and 2009, we had working capital deficits of
$3.5 million and $16.6 million, respectively, the Company said in
the filing.  "As of Dec. 31, 2009, the $11.6 million outstanding
under our Credit Facility and Convertible Notes was under default.
Our cash on hand and existing sources of cash are insufficient to
fund our cash needs over the next twelve months under our current
capital structure."

The Company recorded a gain on transfer of assets of $2.3 million
and a gain on restructuring of notes of $8.5 million in 2010,
absent in 2009.

                        Bankruptcy Warning

The Company does not have any long term agreement for capital
infusion at this point in time.  As the Company's cash flows from
its operating and investing activities are currently not adequate
to sustain its operations, if the Company is unable to raise
capital, the Company will likely be unable to continue its
operations.  Failure to obtain additional financing will likely
cause the Company to seek bankruptcy protection under Chapter 7 of
the U.S. Bankruptcy Code.


CAP JULUCA RESORT: Restructuring Expert Tapped for Resort
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that Adam Aron, the former chief
executive of Vail Resorts Inc. and recently named CEO of the
Philadelphia 76ers basketball team, has put a restructuring expert
in charge of the luxury Cap Juluca resort in Anguilla while
disputes among various parties claiming ownership are sorted out


CELL THERAPEUTICS: Has $4 Million Net Profit in October
-------------------------------------------------------
Cell Therapeutics, Inc., provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's management and financial situation.

The Company estimated net profit attributable to common
shareholders of $4.01 million on $0 of net revenue for the month
ended Oct. 31, 2011, compared with a net loss attributable to
common shareholders of $20.25 million on $0 of net revenue during
the prior month.

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

                       http://is.gd/z26RAj

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
bi4opharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.

The Company also reported a net loss attributable to CTI of
$53.39 million on $0 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss attributable to CTI of
$62.92 million on $319,000 of total revenues for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$62.85 million in total assets, $33.89 million in total
liabilities, $13.46 million in common stock purchase warrants, and
$15.49 million total shareholders' equity.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

                        Bankruptcy Warning

The Company has incurred losses since inception and expect to
generate losses for the next few years primarily due to research
and development costs for Pixuvri, OPAXIO, tosedostat,
brostallicin and bisplatinates.

If the Company receives approval of Pixuvri by the European
Medicines Agency or the Food and Drug Administration, the Company
would anticipate additional commercial expenses associated with
Pixuvri operations.  Accordingly, the Company will need to raise
additional funds and is currently exploring alternative sources of
equity or debt financing.  The Company may seek to raise such
capital through public or private equity financings, partnerships,
joint ventures, disposition of assets, debt financings or
restructurings, bank borrowings or other sources of financing.
However, additional funding may not be available on favorable
terms or at all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, the Company may be required to delay, scale back, or
eliminate some or all of its research and development programs and
may be forced to cease operations, liquidate its assets and
possibly seek bankruptcy protection.


CCO HOLDINGS: Moody's Rates Proposed $750-Mil. Notes at 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$750 million issuance of senior unsecured notes due 2020 of CCO
Holdings, LLC (CCO Holdings), an indirect intermediate holding
company of Charter Communications, Inc. (Charter) and Ba3 rated
CCH II, LLC (legal entity at which Moody's houses the benchmark
fundamental Corporate Family Rating). The company plans to use
proceeds primarily to tender for second lien bonds of Charter
Communications Operating, LLC (CCO) maturing in April 2012 and
September 2014, as well as senior notes at CCH II maturing in
November 2016. The transaction favorably extends the maturity
profile without materially impacting leverage and could modestly
reduce interest expense.

RATINGS RATIONALE

Notwithstanding the improvement in the maturity profile, Moody's
lowered Charter's speculative grade liquidity profile to SGL-2
from SGL-1. Moody's still considers Charter's liquidity "good,"
but somewhat depleted by the recent share repurchase (cash use of
$323 million in 2011) and acquisitions ($89 million). Furthermore,
although the proposed bond offering would provide cash to address
much of the $907 million outstanding bonds maturing in April 2012,
the $199 million bank debt maturing in March 2013 is now within
the SGL time horizon.

Moody's also raised the rating on Charter's CCO Holdings third
lien credit facility (called first lien, but secured by CCO stock
only, so effectively third lien) to Ba2 from Ba3, incorporating
the benefit of incremental junior capital provided by the proposed
bonds, which rank junior to this debt.

Despite the increase in junior capital, Moody's maintained the Ba1
rating on the first lien bank debt at CCO. Moody's believes the
capital mix will revert to a structure containing more first lien
bank debt, potentially as the company either utilizes revolver
borrowings or raises incremental first lien debt to repay upcoming
maturities, including the high coupon bonds at CCH II maturing in
2016. The existing CCO credit facilities permit an incremental
term loan up to $7.5 billion.

Moody's also affirmed the Ba3 corporate family rating and other
ratings.

CCO Holdings, LLC

   -- Assigned B1, LGD4, 66 %, to Proposed $750 million Senior
      Unsec Nts due 2020

   -- $1,400 million (including add-on) 7% Sr Unsec Nts due 2019,
      affirmed B1, LGD adjusted to LGD4, 66% from LGD5, 71 %

   -- $1,000 million 7.25% Sr Unsec Nts due 2017, affirmed B1, LGD
      adjusted to LGD4, 66 % from LGD5, 71 %

   -- $900 million of 7.875% Sr Unsec Nts due 2018, affirmed B1,
      LGD adjusted to LGD4, 66 % from LGD5, 71 %

   -- $700 million of 8.125% Sr Unsec Nts due 2020, affirmed B1,
      LGD adjusted to LGD4, 66 % from LGD5, 71 %

   -- $350 million Sr Sec 1st Lien (but CCO stock only, so
      effectively 3rd Lien) Credit Facility due 2014, Upgraded to
      Ba2, LGD3, 36% from Ba3, LGD3, 46%

CCH II, LLC

   -- Speculative Grade Liquidity Rating, Downgraded to SGL-2
      from SGL-1

   -- Affirmed Ba3 Corporate Family Rating

   -- Affirmed Ba3 Probability of Default Rating

Charter Communications Operating, LLC

   -- $1,300 million ($166 million drawn) Sr Sec 1st Lien (CCO
      assets) Revolving Credit Facility due March 2015, Affirmed
      Ba1, LGD2 16%

   -- $199 Million Sr Sec 1st Lien (CCO assets) Non-Revolving
      Credit Facility due 2013, Affirmed Ba1, LGD2 16%

   -- Sr Sec 1st Lien (CCO assets) Term Loan B-1 (approximately
      $78 million outstanding) due March 2014, Affirmed Ba1, LGD2
      16%

   -- Sr Sec 1st Lien (CCO assets) Term Loan B-2 due March 2014
      (approximately $10 million outstanding), Affirmed Ba1, LGD2
      16%

   -- Sr Sec 1st Lien (CCO assets) Term Loan C due Sept 2016
      (approximately $2963 million outstanding), Affirmed Ba1,
      LGD2 16%

   -- $1,100 million 8% Sr Sec 2nd Lien (CCO assets) Nts due 2012
      ($907 million outstanding as of Sept 30, 2011), affirmed
      Ba2, LGD adjusted to LGD3, 31% from LGD3, 42%

   -- $546 million 10.875% Sr Sec 2nd Lien (CCO assets) Nts due
      2014, affirmed Ba2, LGD adjusted to LGD3, 31% from LGD3, 42%

Charter's Ba3 corporate family rating continues to reflect its
moderately high financial risk, with leverage of almost 5 times
debt-to-EBITDA. This leverage poses risk considering the pressure
on revenue from its increasingly mature core video offering (which
represents about half of total revenue) and the intensely
competitive environment in which it operates. The company's
substantial scale and Moody's expectations for continued
operational improvements and ancillary growth opportunities, along
with the meaningful perceived asset value associated with its
sizeable (over 5 million) customer base, support the rating.

The positive outlook continues to reflect Charter's steadily
improving credit profile and expectations that its enhanced
financial flexibility will afford the company greater opportunity
to invest, which should increase asset value and facilitate
further balance sheet strengthening over time.

Moody's would consider an upgrade with continued improvements in
both financial and operating metrics and commitment to improving
the credit profile. Specifically, Moody's could upgrade the CFR
based on expectations for sustained leverage below 4.5 times debt-
to-EBITDA and free cash flow-to-debt in excess of 5%, along with
maintenance of good liquidity. A higher rating would also require
Charter to increase penetration levels (to those more in line with
industry averages) and grow revenue per homes passed while
maintaining margins.

Given the positive outlook, limited downward ratings pressure
exists over the near term. However, Moody's would likely downgrade
ratings if ongoing basic subscriber losses, declining penetration
rates, and/or a reversion to more aggressive financial policies
contributed to expectations for leverage above 6 times debt-to-
EBITDA and / or low single digit or worse free cash flow-to-debt.

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

One of the largest domestic cable multiple system operators
serving approximately 4.1 million basic video customers (5.2
million customers in total), Charter Communications, Inc.,
maintains its headquarters in St. Louis, Missouri. Its annual
revenue is approximately $7 billion.


CHARTER COMMUNICATIONS: To Price Bonds Around 7.375%
----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Charter
Communications Inc. is set to price $750 million of 8.5-year bonds
late around 7.375%, according to a person familiar with the deal.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, served as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, served as Charter
Investment, Inc.'s bankruptcy counsel.

Charter Communications emerged from Chapter 11 under its pre-
arranged Joint Plan of Reorganization, which was confirmed by the
Court on Nov. 17, 2009.  The Plan was declared effective Nov. 30,
2009.


CRYSTAL CATHEDRAL: Real-Estate Firm Seeks Breakup Fee
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that the real-estate development
firm that had agreed to serve as lead bidder for the campus of
Southern California's Crystal Cathedral Ministries filed a motion
seeking a 2% breakup fee that it says it's owed.

                    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. represents the Debtor.

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


DAVIS PETROLEUM: High Court Refuses to Hear Shareholders Appeal
--------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that the U.S. Supreme Court
refused on Monday to consider an appeal brought by former Davis
Petroleum Corp. shareholders who claim DPC executives committed
fraud when they orchestrated an unnecessary Chapter 11
reorganization and bought the company at a severe discount.

The shareholders, led by the Nancy Sue Davis Trust, wanted the
high court to rule on whether the company's Chapter 11 plan barred
them from bringing fraud charges even though they never agreed to
release the executives from potential claims.

As reported in the Troubled Company Reporter on Nov. 3, 2011, Chip
Giambrone, writing for Westlaw Journals, reported the appeal
focuses on a conflict between a negotiated Chapter 11 plan, which
immunized parties to the sale of a family oil company from
liability except for fraud, and the bankruptcy judge's
confirmation order, which precluded liability under any legal
theory.

Marvin Davis, the founder of Davis Petroleum Corp., died in 2004,
and ownership of the company passed to his wife and five children.
His son Gregg helmed the company as CEO, according to the petition
filed by Marvin's daughter Nancy Sue Davis.

Westlaw, citing court filings, related that in the company's
Chapter 11 bankruptcy case, the court approved a confirmation plan
calling for the sale of the company to an investor consortium that
included firms controlled by Evercore Capital Partners II LLC and
Gregg Davis.  Under the plan Gregg retained his interest in the
company, and the other family members had their interests bought
out.  The approved plan contains an exculpatory clause that
releases the parties to the sale from all liability, except Gregg
as CEO.  He could still face liability for fraud for acts done in
connection with the Chapter 11 reorganization that amount to
willful misconduct or gross negligence.  The court's confirmation
order said no liability can attach to anyone for any act done in
connection with the reorganization.

Six months after the sale the Nancy Sue Davis Trust filed a motion
to revoke the confirmation order.  According to Westlaw, the trust
claimed to have learned that Gregg allegedly had orchestrated a
'fire sale' of the company that resulted in the other family
members receiving a fraction of the actual value of their
interests.  Davis Petroleum had an estimated value at the time of
the sale of $380 million to $1 billion, well in excess of the $150
million sale price, the trust says.  The Bankruptcy Court entered
summary judgment against the trust, finding no fraud had occurred.

According to Westlaw, on appeal, the U.S. District Court for the
Southern District of Texas found issues of fact that precluded the
entry of summary judgment.  But the court ruled the appeal was
"equitably moot" because the reorganization plan had been
substantially consummated.

The trust did not appeal that decision, but instead filed a motion
in District Court seeking permission to bring a fraud complaint
against several defendants, including Gregg.  The District Court
referred the case to the Bankruptcy Court, which denied the motion
after concluding the confirmation order, with its complete
liability bar, trumped the plan?s allowance of a fraud claim.
According to Westlaw, the Bankruptcy Court relied on a 1999
decision of the 6th U.S. Circuit Court of Appeals, ruling that the
terms of a confirmation order prevail where they conflict with a
plan.  Guardian Sav. & Loan Ass?n v. Arbors of Houston Assocs.,
172 F.3d 47 (6th Cir. 1999).

Westlaw related the trust subsequently received permission to
appeal directly to the 5th Circuit, which rejected the Bankruptcy
Court's reliance on the ?slender authority? from the 6th Circuit.
In re Davis Offshore LP, 644 F.3d 259 (5th Cir. 2011).  The panel
said the notion that a confirmation order must always prevail over
the terms of a conflicting plan is 'wrong.'  As a result, the
confirmation order did not trump the right under the plan to sue
Gregg Davis for willful misconduct or gross negligence, the panel
held.  But the appeals court found an ambiguity between the plan
and order.  It then considered the circumstances of this
particular case and resolved the ambiguity in favor of Gregg,
saying he could not be sued even for fraud.

According to Westlaw, the trust in its petition before the Supreme
Court, said the Fifth Circuit's decision violates the holding in
the venerable case of City of Vicksburg v. Henson, 231 U.S. 259
(1913), that an equitable decree cannot be read as being broader
in scope than the underlying motion papers.  The decision further
exacerbates an already existing split among the circuit courts
caused by the 6th Circuit?s ruling in Guardian Savings, the
petition said.  The 2nd, 3rd, 7th and 11th circuits all have
adhered to the holding in Vicksburg, the trust said.  Supreme
Court review also is warranted because of the "exceptional
Importance" of the issue in this case, the trust said.

The case is Nancy Sue Davis Trust v. Evercore Capital Partners II
LLC et al., No. 11-467, petition for cert. filed (U.S. Oct. 12,
2011).

The Petitioner is represented by David M. Gunn, Esq. --
dgunn@brsfirm.com -- at Beck Redden & Secrest, in Houston.

                    About Davis Petroleum Corp.

Headquartered in Houston, Texas, Davis Petroleum Corp. --
http://www.davispetroleumcorp.com/-- was an oil and gas
exploration and production company operating in the onshore and
intermediate-deep water Gulf of Mexico, Texas, Louisiana, Oklahoma
and the Rocky Mountain region.  The Company filed for chapter 11
protection (Bankr. S.D. Tex. Case No. 06-20152) on March 7, 2006.
Other affiliated entities that filed for bankruptcy are Davis
Offshore, L.P.; Davis Petroleum Pipeline, L.L.C.; and Davis
Offshore Holdings, L.L.C.  Rhett G. Campbell, Esq., Diana Merrill
Woodman, Esq., and Matthew Ray Reed, Esq., at Thompson & Knight
LLP, and Nathaniel Peter Holzer, Esq., at Jordan Hyden Womble
Culbreth & Holzer PC, represent the Debtors.  When the Debtors
filed for protection from their creditors, they estimated assets
and debts of $50 million to $100 million.

In March 2006, the Court confirmed a reorganization plan for Davis
Petroleum.  The plan was based on a sale of the Company for
$150 million to a private equity group led by Evercore Capital
Partners LP, which also includes the company's senior management,
Red Mountain Capital Partners, and Sankaty Advisors, an affiliate
of Bain Capital.


DESERT GARDENS: Court Approves Jennings Strouss as Ch. 11 Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court District of Arizona authorized Desert
Gardens IV, LLC, to employ Jennings, Strouss & Salmon, P.L.C., as
its Chapter 11 counsel.

The professionals who will likely work on the Debtor's case and
their hourly rates are:

          Bradley J. Stevens             $400 per hour
          Wayne A. Smith                 $400 per hour
          L. Edward Humphrey             $295 per hour

Bradley J. Stevens, Esq., attests that his Firm has no prior
connection with the Debtor, its creditors or any other party-in-
interest, or its attorneys or accountants in the matters upon
which the Firm is to be engaged that would in any way disqualify
it from representing the Debtor.

                     About Desert Gardens IV

Desert Gardens IV LLC, owner of a 532-unit Desert Gardens
apartments in Glendale, Arizona, filed for Chapter 11 protection
to halt foreclosure that was set for Nov. 14.  The project has two
31-story towers, one built in 1983 and the other in 2003.  U.S.
Bank, the secured lender, is owed $26.3 million.  The property is
estimated to be worth $16 million.

Desert Gardens IV filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 11-31061) on Nov. 4, 2011, in Phoenix.  Jennings, Strouss
& Salmon, P.L.C., serves as the Debtor's counsel.  Sierra
Consulting Group, LLC, is the financial advisor.  The Debtor
disclosed $16,138,707 in assets and $27,141,725 in liabilities in
its schedules.


DESERT GARDENS: Sierra Consulting OK'd as Financial Advisors
------------------------------------------------------------
Desert Gardens IV, LLC, is authorized by the bankruptcy court to
employ Edward M. Burr and Sierra Consulting Group LLC as financial
advisors.

Sierra was paid a $10,000 retainer pre-bankruptcy.  The firm will
be paid on an hourly basis at these rates:

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

Edward M. Burr -- tburr@sierracgllc.com -- a principal and
managing director at Sierra, attests that Sierra does not
represent any other entity having an adverse interest in
connection with the Debtor's case.

Mr. Burr's hourly rate is $345 per hour.

                     About Desert Gardens IV

Desert Gardens IV LLC, owner of a 532-unit Desert Gardens
apartments in Glendale, Arizona, filed for Chapter 11 protection
to halt foreclosure that was set for Nov. 14.  The project has two
31-story towers, one built in 1983 and the other in 2003.  U.S.
Bank, the secured lender, is owed $26.3 million.  The property is
estimated to be worth $16 million.

Desert Gardens IV filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 11-31061) on Nov. 4, 2011, in Phoenix.  Jennings, Strouss
& Salmon, P.L.C., serves as the Debtor's counsel.  The Debtor
disclosed $16,138,707 in assets and $27,141,725 in liabilities in
its schedules.


EVERGREEN ENERGY: Hudson Bay Discloses 4.9% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hudson Bay Master Fund Ltd. and its affiliates
disclosed that, as of Nov. 22, 2011, they beneficially own
1,450,794 shares of common stock of Evergreen Energy Inc.
representing 4.99% of the shares outstanding.  On Nov. 17, 2011,
there were 27,694,820 shares of the Company's common stock, $.001
par value, outstanding.

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

                        http://is.gd/d1ryTm

                       About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company also reported a net loss of $6.83 million on $325,000
of total operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $18 million on $303,000 of total
operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$20.25 million in total assets, $18.86 million in total
liabilities, and $1.38 million in total stockholders' equity.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


FENTURA FINANCIAL: Thomas McKenney Appointed Chairman
-----------------------------------------------------
The Boards of Directors of both Fentura Financial, Inc., and The
State Bank took action to name Thomas P. McKenney, Chairman and
Brian P. Petty, Vice Chairman.  Mr. McKenney has served as Vice
Chairman of Fentura Financial, Inc., since 2003 and previously
served as Chairman of the Board of The State Bank, a wholly owned
subsidiary of Fentura.  Mr. Petty has served on the Fentura Board
for 14 years and also served as Chairman of The State Bank from
2003 to 2009.  These appointments coincide with the resignation of
Board Chairman Forrest Shook who stepped down for personal
reasons.  Mr. Shook served as Chairman of the Bank from 2009 to
2011 and Chairman of the Holding Company from 2003 to 2011.

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on Nov. 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by Jan. 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.

The Company reported a net loss of $5.38 million on $13.87 million
of interest income for the year ended Dec. 31, 2010, compared with
a net loss of $16.98 million on $16.24 million of interest income
during the prior year.

The Company also reported a net loss of $635,000 on $9.96 million
of total interest income for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.60 million on $12.11 million of
total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$307.10 million in total assets, $291.42 million in total
liabilities and $15.67 million in total shareholders' equity.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., 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 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.


FILENE'S BASEMENT: Creditors Ask Court to Disband Equity Committee
------------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that unsecured creditors
of Syms Corp. and Filene's Basement LLC urged a Delaware
bankruptcy court Wednesday to immediately disband a committee that
represents equity holders, saying that the committee is too cozy
with the company's leadership because managers and directors own
so much Syms stock.

                      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, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  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 2009 Debtor was formally renamed 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%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FOREVER CONSTRUCTION: Norstates Bank Wants Loan Modifications OK'd
------------------------------------------------------------------
Norstates Bank asks the U.S. Bankruptcy Court for the Northern
District of Illinois to approve the proposed modifications in
Forever Construction, Inc.'s loan.

As of the date of the filing, the Debtor was indebted to the Bank
under various loans.  The loans matured since the filing date of
the case.

The Bank and the Debtor agreed to the proposed loan modifications
which provides for an extension of repayment of loan nos. 79679,
79680, 79681, 79805, 80427, 80428, 80429, 80430, at an interest
rate of 3.25% per annum amortized over 25 years well as maturity
in 25 years;

The proposed modifications will:

   * generate a monthly excess of approximately $1,457 which
   will be used to repay real estate taxes paid by the Norstates;

   * consolidate loans 74562 and 80850 at terms to be agreed upon
   by both Debtor and Norstates;

   * benefit the estate by generating cash flow which will enable
   the Debtor to repay the real estate taxes paid by Norstates;
   and

   * provide no additional borrowing.

                    About Forever Construction

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

The Debtor's Plan provides for distributions to the holders of
allowed claims from funds realized from the continued operation of
the Debtor's business as well as from existing cash deposits.


FOREMOST REAL ESTATE: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: Foremost Real Estate I, LLC
          dba Foremost Health Care Center
        17581 Sultana Street
        Hesperia, CA 92345

Bankruptcy Case No.: 11-46039

Chapter 11 Petition Date: November 28, 2011

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

Judge: Mark S. Wallace

Debtor's Counsel: Warren G. Enright, Esq.
                  ENRIGHT LAW CENTER
                  2102 Business Center Drive, Suite 130
                  Irvine, CA 92612
                  Tel: (949) 642-3856
                  Fax: (888) 522-7849
                  E-mail: enrightlawcenter@gmail.com

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

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

The petition was signed by Leonard M. Crites, managing partner.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Foremost Real Estate II, LLC          11-46040
Foremost Partners, LLC                11-46041

Foremost Real Estate I's list of its largest unsecured creditors
filed with the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Capmark Finance Inc.               Bank Loan                    $0
116 Welsh Road
Horsham, PA 19044


FRIENDLY ICE CREAM: Court Okays Akin Gump as Committee's Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Friendly Ice Cream Corporation, et al.'s Official Committee of
Unsecured Creditors to retain Akin Gump Strauss Hauer & Feld LLP
as its co-counsel.

Akin Gump will, among other things:

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

   b) assist and advise the Committee in its consultations with
   the Debtors relative to the administration of these chapter 11
   cases; and

   c) assist the Committee in analyzing the claims of the Debtors'
   creditors and the Debtors' capital structure and in negotiating
   with holders of claims and equity interests.

The hourly rated of Akin Gump professionals and paraprofessionals
are:

         Partners                    $500 - $1,200
         Senior Counsel and Counsel  $415 -   $850
         Associates                  $335 -   $625
         Paraprofessionals           $125 -   $310

Akin Gump professionals with primary responsibility in the cases
and their hourly rates are:

         Daniel H. Golden, partner         $990
         Philip C. Dublin, partner         $790
         Abid Qureshi, partner             $790
         Ashleigh L. Blaylock, associate   $550
         Kristine G. Manoukian             $510

In addition to the financial restructuring lawyers, it will be
necessary, during the course of these cases, for other Akin Gump
professionals in other legal disciplines to provide services to
the Committee.

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

The Committee set a Nov. 23 hearing at 2:00 p.m. (ET), on its
requested retention of Akin Gump.  Objections, if any, are due
Nov. 16, at 4:00 p.m.

                     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.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRIENDLY ICE CREAM: Court OKs Blank Rome as Committee's Co-Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Friendly Ice Cream Corporation, et al.'s Official Committee of
Unsecured Creditors to retain Blank Rome LLP as its co-counsel.

The personnel with primary responsibilities in the Chapter 11
cases and their hourly rates are:

         David W. Carickhoff           $490
         Stanley B. Tarr               $450

The hourly rates of partners and counsel likely to assist in the
case range from $390 to $875; associates' rates range from $225 to
$545 per hour, and paralegals' rates range from $120 to $315.

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

                     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.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRIENDLY ICE CREAM: KCC Approved as Information Agent
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Friendly Ice Cream Corporation, et al.'s Official Committee of
Unsecured Creditors to retain Kurtzman Carson Consultants, LLC, as
information agent.

Albert Kass, vice president of Corporate Restructuring Services of
KCC, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                       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.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRIENDLY ICE CREAM: Court OKs Duff & Phelps as Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Friendly Ice Cream Corporation, et al., to employ Duff & Phelps
Securities, LLC, as their financial advisors nunc pro tunc to
Oct. 5, 2011.

Duff & Phelps will, among other things:

   (a) review and analyze the Debtors' financial business and
       financial projections;

   (b) evaluate the Debtors' strategic and financial alternatives;

   (c) assist the Debtors in evaluating, structuring, negotiating,
       and implementing the terms and conditions of any
       Restructuring Transaction;

   (d) assist the Debtors in preparing descriptive material to be
       provided to potential parties to a Restructuring
       Transaction;

   (e) develop, update, and review with the Debtors' on an ongoing
       basis a list of parties that might participate in a
       Restructuring Transaction;

   (f) contact potential parties to a Restructuring Transaction;

   (g) assist the Debtors with evaluating potential term sheets,
       indications of interest, letters of intent, and asset
       purchase agreements; and

   (h) assist Debtors in negotiating agreements and definitive
       contracts.

The Debtors will pay Duff & Phelps a flat monthly fee of $125,000
for the first three months of the engagement and $100,000 per
month thereafter, and a restructuring transaction fee of:

     (i) $1,350,000 if the Restructuring Transaction involves a
         sale or transfer of ownership of the Debtors to a lender
         or equity holder of the Debtors; or

    (ii) $1,750,000 if the Restructuring Transaction involves a
         sale or transfer of ownership of the Debtors to a party
         who is not a lender or equity holder of the Debtors.

The Debtors agree to reimburse Duff & Phelps for its expenses
including, among other things, travel expenses, attorneys fees and
third party research.

The Debtors will indemnify and hold harmless Duff & Phelps and
certain affiliated persons from all claims, provided however, that
in no event will any Indemnified Person be indemnified in the case
of bad faith, self-dealing, breach of fiduciary duty, gross
negligence or willful misconduct.

To the best of the Debtors' knowledge Duff & Phelps is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      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.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRIENDLY ICE CREAM: Committee Can Hire FTI as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of Friendly Ice
Cream Corporation, et al., to retain FTI Consulting, Inc., as its
financial advisor.

FTI will, among other things:

   -- assist the Committee with the assessment and monitoring of
      the Debtors' short term cash flow, liquidity, and operating
      results;

   -- assist the Committee in the review of financial information
      distributed by the Debtors to creditors and others,
      including, but not limited to, cash flow projections and
      budgets, cash receipts and disbursement analysis, analysis
      of various asset and liability accounts, and analysis of
      proposed transactions for which Court approval is sought;
      and

   -- assist the Committee in the review and monitoring of the
      asset sale process, including, but not limited to an
      assessment of the adequacy of the marketing process,
      completeness of any buyer lists, review and quantifications
      of any bids.

The hourly rates of FTI's professionals are:

         Senior Managing Directors          $780 - $895
         Directors/Managing Directors       $560 - $745
         Consultants/Senior Consultants     $280 - $530
         Administration/Associates          $115 - $250

                      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.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRIENDLY ICE CREAM: Seeks to Employ Grant Thornton as Auditor
-------------------------------------------------------------
Friendly Ice Cream Corporation, et al., seek permission from the
U.S. Bankruptcy Court for the District of Delaware to employ Grant
Thornton LLP as their auditor and tax advisor.

Grant Thornton will perform audit services, bankruptcy and
emergence accounting services, and tax preparation and advisory
services.  In addition, Grant Thornton will provide assistance to
the Debtors with planning and implementation of their emergence
accounting requirements.

Grant Thornton standard hourly rates for its Audit Professionals
are:

     Partner/Principal/Director        $515-$690
     Consultant                        $515
     Senior Manager                    $400
     Manager                           $335
     Senior Associate                  $225
     Associate/Junior Staff            $170-$195

Grant Thornton agreed to a 34% discounted rate for its services.
Grant Thornton estimates that the total fees that will be incurred
in connection with the Audit Services will be $275,000.  Any time
billed by Grant Thornton in excess of the estimated $275,000
amount will be billed at a 30% discount.

Grant Thornton's standard hourly rates for its Tax Preparation and
Advisory Service professionals are:

     Partner/Principal/Director           $590
     Senior Manager                       $515
     Manager                              $400
     Senior Associate                     $240
     Associate/Junior Staff               $170-$195

Grant Thornton has agreed to a 34% discount rate for its Tax
Preparation and Advisory Services.  Grant Thornton estimates that
the total fees that will be incurred in connection with the Tax
Preparation and Advisory Services for the period ending Jan. 1,
2012, will be $50,000.  Any time billed in excess of the estimated
$50,000 amount will be billed at a 30% discount from Grant
Thornton's standard hourly rates.

The Debtors agree to reimburse Grant Thornton for reasonable and
necessary expenses, including travel, meals, accommodations,
telephone and messenger services.

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

                     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.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FULL CIRCLE: Authorized to Enter into Commodity Hedge Contracts
---------------------------------------------------------------
The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Full Circle Dairy, LLC to:

   -- enter into and perform under production hedge contracts and
      supply hedge contracts; and

   -- obtain related unsecured credit.

The Court also ordered that for each hedge contract that the
Debtor seeks authority to enter into and perform, the Debtor will
deliver a "hedge contract proposal" via electronic mail to counsel
of both SunTrust Bank and the Official Committee of Unsecured
Creditors before the Debtor agree to a hedge contract.

If no written objection is served within the time frames, the
Debtor will be authorized to enter into a hedge contract without
further order of the Bankruptcy Court.

                   About Full Circle Dairy

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


GALP WATERS: Wants Access to Cash Collateral Until Jan. 31
----------------------------------------------------------
GALP Waters Limited Partnership, asks the U.S. Bankruptcy Court
for the Southern District of Texas for order authorizing interim
and final use of cash collateral until Jan. 31, 2012.

Waters' obligations to Ballinteer, LLC amounting $11.65 million
under the prepetition loan agreements are secured by the Debtor's
property.

Ballinteer consented to the Debtor's use of cash collateral to
meet the operating expenses of its business, maintain its assets
and properties and provide for general and administrative support
for operations.

The Debtor has agreed to pay to Ballinteer:

   -- $100,000, representing payments of $50,000 per month for
      August and September 2011, which payments have already been
      paid in October 2011 and which are retroactively approved by
      the Court; and, thereafter
   -- $50,0000 per month payable on or about the 6th day of each
      following month, as:

      * The October 2011 payment to be made on or before Nov. 6,
        2011;
      * The November 2011 payment to be made on or before Dec. 6,
        2011;
      * The December 2011 payment to be made on or before Jan. 6,
        2012; and
      * The January 2012 payment to be made on or before Feb. 6,
        2012, at which point in time this cash collateral
        authorization will expire.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Ballinteer, LLC replacement
liens in the Debtor's real property.

              About GALP Waters Limited Partnership

Houston, Texas-based GALP Waters Limited Partnership, aka
Gallery at Champions Apartments, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 11-36743) on Aug. 2, 2011.  Affiliate
GALP Highcross Limited Partnership filed a separate petition (Case
No. 11-36741) on the same day.  Matthew Hoffman, Esq., at the Law
Offices Of Matthew Hoffman, P.C., in Houston, represents the
Debtor in its restructuring effort.

In its schedules, GALP Waters Limited Partnership disclosed
$15,933,583 in assets and $15,193,950 in liabilities.

The petitions were signed by Gary M. Gray, president of Waters-1
GP, Inc., general partner of Waters GP, L.P., general partner.

At this time, no trustee or examiner has been appointed in the
Bankruptcy, nor has any creditors' committee or other official
committee been appointed.


GALP WATERS: Highcross Wants to Use Ballinteer Cash Collateral
--------------------------------------------------------------
GALP Highcross Limited Partnership asks the U.S. Bankruptcy Court
for the Southern District of Texas for orders authorizing interim
and final use of cash collateral until Jan. 31, 2012.

Highcross' obligations to Ballinteer, LLC, amounting $8.45 million
under the prepetition loan agreements are secured by the Debtor's
property.

Ballinteer, LLC consented to the Debtor's use of cash collateral
for the continued survival and operation of the Debtor's business.

The Debtor has agreed to pay Ballinteer:

   -- $90,000, representing payments of $45,000 per month for
      August and September 2011, which payments have already been
      paid in October 2011 and which are retroactively approved by
      the Court; and, thereafter

   -- $45,000 per month payable on or about the 6th day of each
      following month, as:

      * The October 2011 payment to be made on or before Nov. 6,
        2011;

      * The November 2011 payment to be made on or before Dec. 6,
        2011;

      * The December 2011 payment to be made on or before Jan. 6,
        2012; and

      * The January 2012 payment to be made on or before Feb. 6,
        2012.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Ballinteer replacement liens on
the Debtor's property.

               About GALP Waters Limited Partnership

Houston, Texas-based GALP Waters Limited Partnership, aka
Gallery at Champions Apartments, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 11-36743) on Aug. 2, 2011.  Affiliate
GALP Highcross Limited Partnership filed a separate petition (Case
No. 11-36741) on the same day.  Matthew Hoffman, Esq., at the Law
Offices Of Matthew Hoffman, P.C., in Houston, represents the
Debtor in its restructuring effort.

In its schedules, GALP Waters Limited Partnership disclosed
$15,933,583 in assets and $15,193,950 in liabilities.

The petitions were signed by Gary M. Gray, president of Waters-1
GP, Inc., general partner of Waters GP, L.P., general partner.


GARDENS OF GRAPEVINE: Can Hire Deloitte Financial as Expert
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized The Gardens of Grapevine Development, L.P., to employ
Deloitte Financial Advisory Services LLP as expert.

The firm will, among other things:

   -- gain an overall understanding of the Client's assets,
      business plan, and proposed Joint Plan of Reorganization;

   -- gain an understanding of the current debt markets,
      underwriting parameters and loan terms for loans to urban,
      mixed-use development projects; and

   -- develop and expert opinion of the Expert Witness as to the
      appropriate "cram down" rate of interest applicable for
      holders of secured claims in the Client's bankruptcy case
      based upon the standards in applicable case law.

The firm's hourly rates are:

   Personnel                                Rates
   ---------                                -----
   Partners/Principals/Directors          $495-$595
   Senior Managers                          $465
   Managers                                 $365
   Senior Associates/Associates             $260
   Paraprofessionals                        $125

                     About Gardens of Grapevine

The Gardens of Grapevine Development, L.P., filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 11-43260) in Fort Worth,
Texas, on June 6, 2011.  Frank Jennings Wright, Esq., at Wright
Ginsberg Brusilow P.C., in Dallas, Texas, serves as counsel to the
Debtor.  The Debtor listed $57,276,000 in assets, and $37,954,633
in liabilities.

GOG is a Texas limited partnership.  It currently owns
approximately 192 acres of underveloped land in Tarrant and Dallwa
Counties in Texas.

Parkway Realtors, Inc., is the company's real estate broker.
Wright Ginsberg Brusilow P.C. acts as the company's counsel.

The Gardens of Grapevine Development, GP, LLC, the general partner
of The Gardens of Grapevine development, L.P., filed a separate
petition (Bankr. N.D. Texas Case No. 11-43261) on June 6, 2011.


GARLOCK SEALING: Files Full-Payment Asbestos Plan
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Garlock Sealing Technologies LLC filed a proposed
Chapter 11 plan on Nov. 28 along with an explanatory disclosure
statement.  As it has done from the outset, Garlock again said in
the disclosure statement that all asbestos claims should be paid
in full.  Full payment enables the plan to allow continued
ownership by parent EnPro Industries Inc.

According to the report, the Plan will create a trust to fund
payment to present and future asbestos claimants.  For currently
existing claims, the trust will have insurance proceeds plus cash
from Garlock together with a promise from EnPro to provide up to
$30 million over time.  For future claims, the trust will receive
$60 million from Garlock plus a secured promise by Garlock to
supply an additional $140 million.  The promise will be secured by
51% of Garlock's stock.

The report relates that asbestos claimants have the option of
having their claims decided through a settlement process or
through litigation.  The draft disclosure statement has blanks
where the estimated amounts of asbestos claims later will be
inserted.  The plan was filed on the day the exclusive right to
file a plan was expiring. Garlock has the exclusive right to
solicit plan acceptances until Jan. 26.

Mr. Rochelle discloses that unsecured creditors with $1.5 million
in claims are to be paid in full.  If confirmed, the plan will
give releases to EnPro and all subsidiaries.  Previously, Garlock
said $194 million of insurance was remaining.

                     About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.


GELT PROPERTIES: Fox Chase Wants Foreclosure Procedures Clarified
-----------------------------------------------------------------
Secured lender Fox Chase Bank filed with the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania its objection to the Gelt
Properties, LLC, et al.'s motion for authority to foreclose upon
certain real property and to approve foreclosure and loan payoff
procedures.

As of Nov. 22, 2011, FCB is owed $1,344,683 under the first loan
exclusive of late fees of $22,054 and attorney's fees and costs;
and $442,284 under the second loan.

As reported in the Troubled Company Reporter on Nov. 9, 2011, the
Debtors relate that currently, their properties are generally
encumbered by liens of various traditional lenders.

The Debtors sought to foreclose upon certain of the remaining
properties, as circumstance give rise to such an exercise of the
Debtor's rights procedurally, free and clear of all liens, claims,
encumbrances, and interests, including but not limited to (i) all
mortgages, judgments, liens and lis pendens of records; and (ii)
all claims of ownership or other equitable rights of any party of
any kind and all liens will attach to the proceeds of said sale.

The Debtors desired to implement a procedure whereby properties
can be foreclosed upon, maintained and ultimately sold or leased
to third party buyers or tenants without the need for individual
court approval of each foreclosure or sale.

With regards to the mortgage payoff letters, the Debtors proposed
to provide the affected lender with a copy of the payoff letter
sent to borrower along with a notice of proposed distribution to
the affected lender as a result of the payoff together with an
explanation of the calculation of the proposed distribution.

In its objection, FCB asserts that the foreclosure procedures as
outlined in the motion do not make sense and need to be further
clarified.

Concerning the "payoff procedures" provisions of the motion, FCB
will not approve the proposed procedure unless FCB provides prior
written approval to the Debtor of any proposed sale and FCB is
guaranteed payment in full from the sale of each property.

FCB is represented by:

         Leslie Beth Baskin, Esq.
         SPECTOR GADON & ROSEN, P.C.
         1635 Market Street
         Seven Penn Center, 7th Floor
         Philadelphia, PA 19103
         Tel: (215) 241-8888
         Fax: (215) 241-8844
         E-mail: lbaskin@lawsgr.com

                     About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4,727,090 in assets and $4,842,792 in
liabilities as of the Chapter 11 filing.  Its affiliate, Gelt
Financial, has filed its schedules disclosing $20,340,725 in
assets and $17,050,558 in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.


GELT PROPERTIES: Wants Loan Maturity Extended Until March 30
------------------------------------------------------------
Gelt Properties, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Pennsylvania to extend until March 30, 2012, the
loan maturity date of the agreement with Fox Chase Bank.

The Debtors have approximately 15 loans with Fox Chase and the
maturity date has passed on certain loan.  The parties wish to
extend the maturity date on the matured loans.

                     About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4,727,090 in assets and $4,842,792 in
liabilities as of the Chapter 11 filing.  Its affiliate, Gelt
Financial, has filed its schedules disclosing $20,340,725 in
assets and $17,050,558 in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.


GENCORP INC: Settles with U.S. Government for $3.3 Million
----------------------------------------------------------
GenCorp Inc. and its wholly-owned subsidiary, Aerojet-General
Corporation, entered into a settlement agreement with the United
States Attorney in Sacramento, California, acting on behalf of the
United States of America, in connection with a subpoena the
Company received on Jan. 6, 2010, relating to the allowability of
certain costs under its U.S. Government-related prime and
subcontracts.  In connection with the settlement, the Company paid
$3.3 million and agreed not to seek reimbursement for the costs of
the investigation and defense of this issue.  The investigation
focused on certain corporate costs incurred with respect to
unusual proxy expenses in 2004 and 2006.  The Company cooperated
fully with the investigation.

                         About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

The Company's balance sheet at Aug. 31, 2011, showed
$994.20 million in total assets, $1.13 billion in total
liabilities, $4.50 million in redeemable common stock, and a
$147.90 million total shareholders' deficit.

                           *     *     *

Standard & Poor's in February 2011 has raised its corporate credit
rating on GenCorp Inc. to 'B' from 'B-'.  S&P also raised its
rating on the company's first-lien secured debt to 'BB-' from 'B+'
and on the subordinated debt to 'CCC+' from 'CCC'.  The recovery
rating on the first-lien secured debt remains unchanged at '1',
and the recovery rating on the subordinated debt remains unchanged
at '6'.  The outlook is stable.

"We are raising its ratings on GenCorp by one notch to reflect the
company's improved liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins.  "The ratings on GenCorp reflect its
highly leveraged capital structure, weak financial performance,
limited diversity, and modest scale of operations compared with
competitors.  Offsetting these challenges to some extent is the
company's good niche positions in aerospace propulsion and solid
backlog.  S&P characterize GenCorp Inc.'s business profile as weak
and its financial profile as highly leveraged."

As reported by the TCR on May 24, 2011, Moody's Investors Service
upgraded the corporate family and probability of default ratings
of GenCorp Inc. to B1 from B2.  The upgrade reflects the Company's
steady improvement to operating results, as a leading niche
supplier of solid and liquid rocket propulsion systems to prime
defense contractors.  Operating margins have grown to above 11%
(inclusive of Moody's standard adjustments) in the most recent
twelve-month period, resulting from growth in defense programs
that GenCorp supplies (THAAD, Aegis, PAC-3) and good cost
controls.  GenCorp's funded backlog has grown steadily over
several years, and is now about 90% of sales.  The level of
backlog provides good forward revenue visibility and compares
favorably with other defense suppliers.


HIWASSEE PRESERVE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hiwassee Preserve, LLC
        P.O. Box 255
        Jamesburg, NJ 08831

Bankruptcy Case No.: 11-bk-35329

Chapter 11 Petition Date: November 28, 2011

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Barry W. Eubanks, Esq.
                  SCOTT LAW GROUP, PC
                  209 Chilhowee School Rd., Ste. 16
                  Seymour, TN 37865
                  Tel: (865) 246-1050
                  E-mail: barry@scottlawgroup.com

Scheduled Assets: $4,922,500

Scheduled Debts: $1,455,343

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

The petition was signed by Robert Ross, managing member/sole
member.


HOLDINGS OF EVANS: Hearing on Cash, DIP Financing Continued
-----------------------------------------------------------
American Bankruptcy Institute reports that Holdings of Evans LLC's
Nov. 21 hearing on cash collateral and debtor-in-possession
financing was continued for undisclosed reasons.

                      About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No.
11-11756) on Sept. 2, 2011.  Judge Samuel L. Kay presides over the
case.  Shepard Plunkett Hamilton Boudreaux LLC serves as the
Debtor's Chapter 11 counsel.  The Debtor disclosed $11,115,538 in
assets and $6,784,463 in liabilities as of the Chapter 11 filing.
The petition was signed by GB Sharma, managing member.


HOSPITAL DAMAS: To Employ Fiddler Gonzalez as Special Counsel
-------------------------------------------------------------
Hospital Damas, Inc., asks the U.S. Bankruptcy Court for the
District of Puerto Rico for permission to appoint Fiddler,
Gonzalez & Rodriguez, P.S.C., as its special counsel to assist its
appointed labor law special counsel, Jorge P. Sala Law offices.

The Debtors wishes to pay Fiddler Gonzalez $200 per hour for
attorneys and $70 per hour for paralegals, plus reimbursement of
expenses.

Alicia Figueroa Llinas, Esq., shareholder at Fiddler Gonzalez,
attests to the Court that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                        About Hospital Damas

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

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

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


INTEGRATED FUEL: Del. Chancery Court Rules on Buyer's Lawsuit
-------------------------------------------------------------
Encite LLC v. Soni pending in the Court of Chancery of Delaware
involves a claim for breach of the fiduciary duty of loyalty.  At
the center of this dispute are the assets (mostly intellectual
property) of Integrated Fuel Cell Technologies, Inc., , a now-
defunct tech startup company founded by Stephen Marsh to develop
potentially revolutionary micro fuel cell technology.  This
technology, if perfected, could have replaced batteries in
portable electronic devices such as cell phones and laptops.
Despite several rounds of financing, IFCT was never able to
develop the technology into a commercially viable product, and the
Company never produced a consistent stream of revenue.  This was a
problem for IFCT's investors, particularly Echelon Ventures, L.P.,
a Boston-area venture capitalist firm that was IFCT's principal
investor and a holder of the majority of the Company's preferred
stock.  Since investing in IFCT, Echelon had worked consistently
to reduce Mr. Marsh's influence at IFCT.

As IFCT approached insolvency, it became apparent to IFCT's board
that a sale of the Company's assets was the only viable solution.
The board, which consisted of two Echelon-appointed directors, Mr.
Marsh, an independent director, and the CEO, conducted a bidding
process to sell IFCT's assets.  The Company received several bids,
but the major bids at issue came from a group of investors
organized by Mr. Marsh and from a group of investors organized by
Echelon.  Several of the investors in Mr. Marsh's group -- notably
including Mr. Marsh himself -- went on to form Encite LLC.
Echelon's group comprised individuals and entities that had
participated in a bridge loan to finance the sale of IFCT's
assets, and most of these participants were holders of the same
class of preferred stock as Echelon.

The bidding process lasted about five months, and the board
eventually approved the Echelon-backed bid.  Mr. Marsh believed
that the rest of the board had not adequately considered, or had
wrongfully rejected, the Marsh-backed bid.  While the CEO was
working out a consent solicitation with IFCT's lawyers to send to
the stockholders, Mr. Marsh informed the stockholders that they
were about to be sent a bid approved by interested directors, and
that superior bids had been ignored or cursorily negotiated.
Based on a leaked draft consent solicitation and at Mr. Marsh's
direct urging, an IFCT stockholder and friend of Mr. Marsh's filed
a derivative suit.

Apparently this was the last straw in the Marsh-Echelon
relationship, a relationship that had been difficult since its
inception.  The board withdrew the Echelon-backed offer, and all
of its members besides Mr. Marsh quickly resigned.  Mr. Marsh,
then the sole director of IFCT, instead of pursuing any
outstanding offers, took the company into bankruptcy, wherein the
Marsh-led group of investors (Encite) submitted the winning bid
for IFCT's assets, beating out a competing Echelon-backed bid.

Mr. Marsh authorized IFCT to file for Chapter 11 bankruptcy on
April 11, 2006.  The Bankruptcy Court later converted the case to
Chapter 7 and appointed a Chapter 7 trustee.

Having secured the intellectual property of IFCT for himself and
facing the opportunity to start over with the technology he had
created, Mr. Marsh could have continued on his way, content with
his victory over the venture capitalist firm that from the outset
had tried to force him out of any position of power in IFCT.
Instead of taking his victory to the bank and proceeding to
develop his nascent fuel cell technology, Mr. Marsh decided that
the best course was to continue his struggle with his former
fellow board members and Echelon, and he filed this suit alleging
that the Director Defendants breached their fiduciary duties to
IFCT, abetted by Echelon.

Among the assets purchased by Mr. Marsh and Encite via the
bankruptcy proceeding were choses in action, arguably including
this breach of fiduciary duty action against the Director
Defendants.  The crux of the Plaintiff's argument is that the
Director Defendants conducted an unfair and disloyal bidding
process, whereby they favored the Echelon-backed bid and refused
to follow up on or negotiate other superior bids.  As a result,
according to the Plaintiff, IFCT missed its chance to sell its
assets at the peak of their value and was forced to sell its
assets at a discount in bankruptcy.  The Plaintiff also contends
that Echelon aided and abetted the Director Defendants' breach.
The Plaintiff claims as damages the highest value of IFCT's assets
during the bidding period, less the amount IFCT received for its
assets in bankruptcy.

In a Nov. 28, 2011 Memorandum Opinion, Vice Chancellor Sam
Glasscock said he accepts this theory of damages with a slight
modification.  The Chancery Court held that such an argument
raises an issue on its face as to whether a person can purchase a
claim for breach of fiduciary duty in a bankruptcy proceeding.  In
doing so, the Plaintiff has found itself in a somewhat absurd
position. The Plaintiff is essentially arguing that it purchased
IFCT's assets at a price that was depressed due to the Director
Defendants' breach of fiduciary duty, yet at the same time the
Plaintiff is seeking to recover the difference between this
depressed value and the assets' true value?all the while holding
those very assets, for which it paid only the depressed value. In
other words, the better the bargain Encite received, the higher
the damages to which it (derivatively of IFCT) is entitled.

"The Plaintiff assures me that its claim here is the same as any
other purchased lawsuit, and the Defendants have not persuasively
disputed this point; accordingly, I have assumed that the
Plaintiff did purchase the breach of fiduciary duty claim it seeks
to prosecute here," Vice Chancellor Glasscock said.

The Director Defendants have moved for summary judgment, alleging
that IFCT's board conducted an entirely fair bidding process and
that Encite has suffered no damages. Echelon has also moved for
summary judgment, restating the arguments of the Director
Defendants and additionally asserting that, if a breach is found,
Echelon did not knowingly participate. The Defendants also argue
that Encite's claim should fail on the grounds that Stephen Marsh
has unclean hands.

Echelon filed a third-party complaint against Mr. Marsh, accusing
him of tortiously interfering with Echelon's prospective business
relationship with IFCT and contributing to any damage suffered by
IFCT as a result of the bidding process.  Mr. Marsh has moved for
summary judgment against those claims, asserting that Echelon was
never a party to any agreement with IFCT and that Echelon did not
have a reasonable expectation of a business relationship.

Vice Chancellor Glasscock said the claims are intertwined and
arise from a long and complex history of bickering between the
creator of a technology with great potential and the venture
capitalist firm that provided the funds to develop that
technology.

"It is a story of strong personalities and soured relationships.
If the technology had been successful, the parties' interests
would have remained aligned.  Unfortunately, the technology was
never perfected, the parties made competing moves to claim the
intellectual property, feelings were hurt, bids were spurned, and
our cell phones are still fueled by batteries," Vice Chancellor
Glasscock said.

"Given that the Director Defendants have conceded the
applicability of entire fairness review and given the fact-
intensive nature of that review, I find that the Director
Defendants have not met their burden at this stage to achieve
summary judgment against Encite. I also find that material facts
remain as to the liability of Echelon for aiding and abetting the
alleged breach of fiduciary duty by the Director Defendants, and I
therefore deny Echelon's motion for summary judgment on that
claim.  Finally, I find that material facts also remain regarding
Echelon's third party claims, and so I deny Marsh's motion for
summary judgment," Vice Chancellor Glasscock held.

A copy of Vice Chancellor Glasscock's decision is available at
http://is.gd/xO2lpmfrom Leagle.com.

The case is ENCITE LLC, Plaintiff, v. ROB SONI, JAMES DOW, RICK D.
HESS, FRANKLIN WEIGOLD, ECHELON VENTURES, L.P., a Delaware limited
partnership, ECHELON VENTURES SPECIAL LIMITED PARTNERS I, L.P., a
Delaware limited partnership, and ECHELON VENTURES II, L.P., a
Delaware limited partnership, Defendants, and ECHELON VENTURES,
L.P., a Delaware limited partnership, ECHELON VENTURES SPECIAL
LIMITED PARTNERS I, L.P., a Delaware limited partnership, and
ECHELON VENTURES II, L.P., a Delaware limited partnership,
Defendants/Third Party Plaintiffs, v. STEPHEN MARSH, Third Party
Defendant, Civil Action No. 2476-VCG (Del. Chancery Ct.).

David A. Jenkins, Esq., Michele C. Gott, Esq., Kathleen M. Miller,
Esq., and Kelly A. Green, Esq. -- djenkins@skjlaw.com ,
mgott@skjlaw.com , kmiller@skjlaw.com and kgreen@skjlaw.com -- at
SMITH KATZENSTEIN & JENKINS LLP, represent Encite.

Gregory B. Williams, Esq., Sheldon K. Rennie, Esq., and Nicholas
G. Kondraschow, Esq. -- gwilliams@foxrothschild.com and
srennie@foxrothschild.com -- at FOX ROTHSCHILD LLP, in Wilmington,
Delaware; and Stephanie Resnick -- sresnick@foxrothschild.com --
at FOX ROTHSCHILD LLP, in Philadelphia, Pennsylvania, argue for
the Director Defendants.

Kurt M. Heyman, Esq., and Patricia L. Enerio, Esq. --
kheyman@proctorheyman.com and penerio@proctorheyman.com -- at
PROCTOR HEYMAN LLP, in Wilmington, Delaware; and Kenneth S.
Leonetti, Esq., and Matthew E. Miller, Esq. --
kleonetti@foleyhoag.com and mmiller@foleyhoag.com -- at FOLEY HOAG
LLP, Boston, Massachusetts, represent Echelon.

Mary F. Caloway, Esq. -- mary.caloway@bipc.com -- at BUCHANAN
INGERSOLL & ROONEY, in Wilmington, Delaware; and Gerald E. Burns,
Esq., and Joseph R. Loverdi, Esq. -- gerald.burns@bipc.com and
joseph.loverdi@bipc.com -- at BUCHANAN INGERSOLL & ROONEY, in
Philadelphia, Pennsylvania, represent Mr. Marsh as Third Party
Defendant.


JACLYN, LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Jaclyn, LLC
        14024 NW 82nd Avenue
        Miami Lakes, FL 33016
        Tel: (305) 821-4461

Bankruptcy Case No.: 11-42522

Chapter 11 Petition Date: November 26, 2011

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

Judge: Robert A. Mark

Debtor's Counsel: Juan C. Zorrilla, Esq.
                  ZORRILLA & ASSOCIATES, PL
                  1401 Brickell Avenue, #570
                  Miami, FL 33131
                  Tel: (305) 860-3831
                  E-mail: jcz@zgolaw.com

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

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

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

The petition was signed by Jorge Ramos, managing member.



JEFFERSON COUNTY, AL: Rooker-Feldman Doesn't Restrict County
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the receiver operating the Jefferson County, Alabama
sewer system lost two skirmishes, although he still may win the
war over continued control of the sewers and their revenue.

John S. Young Jr. LLC, the sewer receiver, asked U.S. Bankruptcy
Judge Thomas B. Bennett to rule that the county's Chapter 9
municipal bankruptcy filing on Nov. 9 didn't oust him of the right
to operate the system or set rates.  The county was demanding he
surrender control as a result of bankruptcy.

The report relates that the receiver contended unsuccessfully that
the Rooker-Feldman Doctrine precludes the bankruptcy court from
undoing a receivership created by state court.  Generally
speaking, Rooker-Feldman, named for two cases from the U.S.
Supreme Court, prevents a federal court from undoing the judgments
of a state court.  Judge Bennett ruled that Rooker-Feldman didn't
apply.

According to the report, the receiver also relied on the Johnson
Act of 1934, codified as 28 U.S.C. 1342.  The Act prevents a
federal court with diversity jurisdiction from making any order
affecting rates charged by a state rate-making body.  Judge
Bennett likewise ruled that the Act doesn't apply in a bankruptcy
context.  Judge Bennett gave the contending parties an opportunity
to submit another set of papers on Dec. 2 dealing with ousting the
receiver.  The judge prohibited papers in excess of 25 pages.  The
judge already said at a hearing last week that he won't remove the
receiver entirely. He left open the question of the extent to
which he can or should return some of the receiver's powers to the
county. The receiver was appointed following default on the sewer
bonds.

A group of financial institutions comprised of Bank of Nova
Scotia, Societe Generale, New York Branch, State Street Bank and
Trust Company, Lloyds TSB Bank plc, Regions Bank and The Bank of
New York Mellon, have filed papers in the case supporting the move
to let the receiver continue to operate and administer the sewer
system under the Receivership Order.  The institutions call
themselves "Liquidity Banks."  Combined they are beneficial
holders of $390,250,000 in principal amount of the County's sewer
warrants.  The institutions consider themselves "significant
creditors" in the Chapter 9 case and therefore have standing to
appear and present briefs to the Court concerning issues of
significance to the Liquidity Banks.

Counsel to Bank of Nova Scotia and Lloyds TSB Bank Plc are:

          Stephen B. Porterfield, Esq.
          SIROTE & PERMUTT
          2311 Highland Avenue South
          Birmingham, AL 35205
          Tel: (205) 930-5278
          E-mail: Sporterfield@sirote.com

               - and -

          James E. Spiotto, Esq.
          Ann Acker, Esq.
          Laura Appleby, Esq.
          CHAPMAN AND CUTLER LLP
          111 West Monroe Street
          Chicago, IL 60603
          Telephone: (312) 845-3000
          Facsimile: (312) 701-2361
          E-mail: spiotto@chapman.com
                  acker@chapman.com
                  appleby@chapman.com

Counsel to Societe Generale, New York Branch, is:

          Jack J. Rose, Esq.
          ASHURST LLP
          7 Times Square
          New York, NY 10036
          Telephone: (212) 205-7000
          Facsimile: (212) 205-7020
          E-mail: Jack.Rose@Ashurst.com

State Street Bank and Trust Company is represented by:

          William W. Kannel, Esq.
          Adrienne K. Walker, Esq.
          MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO, PC
          One Financial Center
          Boston, MA 02111
          Telephone: (617) 542-6000
          Facsimile: (617) 542-2241
          E-mail: wkannel@mintz.com
                  awalker@mintz.com

Counsel to Regions Bank is:

          Jayna Partain Lamar, Esq.
          MAYNARD, COOPER & GALE, P.C.
          1901 Sixth Avenue North
          2400 Regions/Harbert Plaza
          Birmingham, AL 35203
          Telephone: (205) 254-1000
          Facsimile: (205) 254-1999
          E-mail: JLamar@maynardcooper.com

Counsel to The Bank of New York Mellon is:

          Thomas C. Mitchell, Esq.
          ORRICK, HERRINGTON & SUTCLIFFE LLP
          405 Howard Street
          San Francisco, CA 94105
          Telephone: (415) 773-5700
          Facsimile: (415) 773-5759
          E-mail: tcmitchell@orrick.com

                      About Jefferson County

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.

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.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.


J.G. WENTWORTH: Moody's Assigns Provisional Ratings to Settlements
------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
notes to be issued by JGWPT XXIV LLC (Issuer), an indirect wholly
owned subsidiary of J.G. Wentworth Originations LLC (the Sponsor
or JGW Originator), collateralized by a pool of structured
settlements and assignable annuities.

The complete rating action is:

Issuer: JGWPT XXIV LLC

$181,131,000 Class A, Fixed Rate Asset Backed Notes, Series 2011-
2, rated (P)Aaa (sf)

$16,998,000 Class B, Fixed Rate Asset Backed Notes, Series 2011-2,
rated (P)Baa2 (sf)

RATINGS RATIONALE

Moody's provisional ratings on the Notes reflects the assessed
quality of the court ordered structured settlements and annuity
receivables (the receivables), the credit worthiness of the
obligors, the servicing arrangement and the structural and legal
features. Apart from the addition of Peachtree Settlement Funding
LLC (Peachtree Originator) as an originator, the transaction is
very similar to previous securitization transactions involving the
Sponsor.

Historically, Wentworth's originated court ordered structured
settlements receivables have experienced very low losses, totaling
less than 0.10% cumulatively since 2002. In addition, the pool of
obligors under the receivables is diverse and comprised primarily
of highly rated life insurance companies, of which more than 90%
based on the present value of the securitized receivables, have an
insurance financial strength ratings of A3 or higher.

The Issuer's assets will include court ordered structured
settlements (approximately 95.4% of the present value of the
receivables), annuity receivables (approximately 4.6% of the
present value of the receivables) (together the receivables) and
approximately $59.4 million in cash deposited into the Prefunding
Account, which will be used to purchase additional receivables.

Recently, J.G. Wentworth, LLC, an indirect parent of the Sponsor,
and its subsidiaries completed the merger with Orchard Acquisition
Company, and its subsidiaries of which one is known to do business
as Peachtree Settlement Funding. As a result the receivables were
originated not only by JGW Originator but also by Peachtree
Originator (together with JGW Originator, the Originators).
Amounts on deposit in the prefunding account may be used within a
prefunding period of ninety day after closing to acquire
additional receivables. The addition of new receivables is subject
to eligibility criteria and to a Rating Agency Confirmation in
which Moody's must affirm that it will not downgrade, withdraw or
qualify its ratings of the Notes solely as a result of the
acquisition of additional receivables. Any amount remaining in the
Prefunding Account at the end of the Prefunding Period will be
deposited into the collection account and distributed in
accordance with the priority of payments.

The servicing arrangement adequately reduces the risk of a
servicing disruption; Deutsche Bank Trust Company Americas (DBTCA)
will act as the master servicer, and will initially subcontract
with J.G. Wentworth Management Company, LLC (JGW Management) to
perform its servicing obligations. In addition, Portfolio
Financial Servicing Company (PFSC) will act as hot back-up
servicer.

The transaction utilizes a turbo structure in which all
collections from the receivables, net of certain fees and
expenses, are first used to meet interest payments on the Notes
and second to pay down the Notes' outstanding principal balance
until paid in full. The Class A Notes will benefit from 14.75%
subordination comprised of Class B Notes and the Issuer Interest.
The Class A subordination is expected to increase over time as the
Class B will not receive any principal payments in the first 48
months after the closing date and the Issuer Interest will not
receive any principal until all the Notes are paid in full;
performance triggers provide additional protection to the Class A
notes. The Class B benefits from 6.75% subordination provided by
the Issuer Interest. In addition, the ratings of the Class B notes
take into account the fact that Class B noteholders will not
receive principal payments in the first four years and the
possibility that due to structural feature, Class B noteholders
may cease to receive any payments until the class A interest and
principal are paid in full. Finally, the Notes benefit from a non-
declining reserve account equal to 1% of the initial present value
of the receivables; if and when additional receivables are added
to the pool during the prefunding period, the amount on deposit in
the reserve account and the target reserve account balance will
increase accordingly.

MOODY'S V-SCORE AND PARAMETER SENSITIVITIES

The V Score for this transaction is Low/Medium. The V Score
indicates better than "Average" structure complexity and
uncertainty about critical assumptions. The Low/Medium score for
this transaction is driven by a variety of factors. Historic
collateral performance in this sector has been consistent with
expectations, and there have been no downgrades to date.
Securitization performance data dates back fifteen years or so.
Nevertheless, transactions have very long durations of thirty to
forty years, and the past experience does not include a period of
significant stress such as a default by a major life insurance
carrier. Additionally, the vast majority of the assets are
originated though a court order process which minimize origination
and legal risk. Finally, the obligors under the receivables are
life insurance companies which are subject to regulations and
oversight. Servicing responsibilities are low because the
insurance company obligors are reliable payors.

Moody's Parameter Sensitivities. For this exercise, Moody's
analyzed scenarios stressing two key model input assumptions to
determine the potential model-indicated ratings impact. The two
key model inputs and associated stressed values were as follows:
(a) for the default probability of the obligors, Moody's lowered
the ratings of all obligors by two and four notches as a proxy for
increase in default probability; and (b) for the recovery rate
upon an obligor default Moody's lowered the assumed recovery rate
by an additional 15% and 30%. Moody's base case assumes a range of
recoveries centered at around 70% for companies that are rated
investment grade and centered around 50% for non investment grade
companies.

For the Class A notes, using such assumptions , the (P)Aaa (sf)
initial rating might change as follows based purely on model
outputs: (a) If the assumed ratings for the obligors are their
current ratings, the model-indicated output based on the changes
in recovery rates becomes as follows: base case, Aaa(0); 15% lower
than base case, Aa1(1); and 30% lower than base case, Aa2(2); (b)
If the assumed ratings for the obligors is two notches down, the
model-indicated output based on the changes in recovery rates
becomes as follows: base case, Aa1(1); 15% lower than base case,
Aa2(2); and 30% lower than base case, Aa3(3); and (c) If the
assumed ratings for the obligors are four notches down, the model-
indicated output based on the changes in recovery rates becomes as
follows: base case, Aa3(3); 15% lower than base case, A2(5); and
30% lower than base case, A3(6).

For the Class B notes, using such assumptions, the (P)Baa2 (sf)
initial rating might change as follows based purely on model
outputs: If the assumed ratings for the obligors are their current
ratings, the model-indicated output based on the changes in
recovery rates becomes as follows: base case, Baa2(0); 15% lower
than base case, Ba1 (2); and 30% lower than base case, Ba3(3); (b)
If the assumed ratings for the obligors are two notches down, the
model-indicated output based on the changes in recovery rates
becomes as follows: base case, Ba2(3); 15% lower than base case,
Ba3(4); and 30% lower than base case, B2(6); and (c) If the
assumed ratings for the obligors are four notches down, the model
indicated output based on the changes in recovery rates becomes as
follows: base case, B2(6); 15% lower than base case, 7); and
30% lower than base case, 7).

PRINCIPAL METHODOLOGY

In assigning credit ratings on structured settlement-backed notes,
Moody's relies on both qualitative and quantitative analysis
described in the paragraphs that follow.

Qualitative Analysis

Moody's qualitative analysis focuses primarily on evaluating (i)
the servicer's capacity to fulfill its duties and whether the
servicing arrangement adequately reduces the likelihood and extent
of a servicing disruption; (ii) cash management, and (iii) the
extent of payment diversion risk.

Moody's evaluates a number of factors regarding servicing,
including: the effectiveness of the servicer's systems to flag
future dates when large payments are due and the servicer's
ability to quickly detect inappropriately allocated payments and
to act on improperly missed or diverted payments. Moody's also
evaluates the risk of servicing disruption. The risk of servicing
disruption tends to be low when servicing is provided by an
experienced, stable, financially strong servicer, or the
transaction provides for backup servicing arrangements that would
likely lead to a smooth, quick transfer of servicing to another
entity if needed.

Structured settlement securitizations benefit from strong legal
protections; however, funds may be diverted from investors in
connection with an Originator's bankruptcy, or as a result of
either fraud by the claimants or administrative error. Moody's
assessment of that risk focuses on evaluating the extent to which
obligors' payments are isolated from the sponsor by lock box
arrangements or other means and the servicer's oversight over
incoming payments to ensure they are in line with scheduled
payments.

For more information on Moody's views regarding operational risks
such as potential servicing disruption and cash management, see
"Global Structured Finance Operational Risk Request for Comment,"
May 6, 2010.

Payment diversion risk arises from settlement claimants attempting
to divert payments from the securitization. This risk is low
because the vast majority of the receivables in the analyzed
transactions (based on discounted balance of the securitized
receivables at the time of each transaction's closing date)
consisted of court-ordered transfers of structured settlement
receivables. Court-ordered structured settlements consist of
receivables created after the enactment of the Victims of
Terrorism Tax Relief Act of 2001 (the Act). The Act stipulates
that the sale of a structured settlement receivable must be
subject to a court order under which the structured settlement
obligors are directed by the court to remit payments to a given
party. Therefore, the Issuer's right to receive settlement
payments is backed by strong legal protections.

Quantitative Analysis

Moody's used a Monte Carlo analysis to simulate no less than
10,000 different scenarios of the structured settlement pool
performance. The modeled cash-flows are then used to pay down the
Notes and to observe the probabilities and severities of defaults
for the different classes of Notes. Specifically, the IRR of the
simulated ABS cash flows is calculated for each iteration, and
then compared to the promised IRR (coupon) to measure the
reduction in IRR. If there is a principal loss, this loss is noted
and the amount is logged. After completing the simulations, an
average reduction in IRR, an average frequency of loss and an
average loss (expected loss) is calculated. From these results
model-indicated ratings are determined using the appropriate
Moody's idealized reference tables. Of these measures, the primary
driver to the rating outcome is the IRR reduction.

The Monte Carlo simulation model uses asset level information
about the pool of securitized receivables including the credit
quality of the obligors. The model relies on identifying key
variables important to the performance of the assets and on
assigning probability distributions for these variables. The key
variables include the probability of default for the obligors
making payments under the securitized receivables, the recovery
rate on the receivables upon the default of an obligor, the
correlation between obligors' defaults, and losses. In defining
the parameters for the variables, Moody's relied on a combination
of historical data, market knowledge on current and future trends
in the insurance industry and the sub-servicer's own experience.

This is a more detailed explanation of the key variables and
Moody's assumptions for each:

1. The obligor mix in these transactions consists of insurance
companies (primarily life insurance companies) which are typically
highly rated. For probability of default assumptions, Moody's used
the actual credit ratings for the obligor if available; for
obligors for which Moody's credit rating was not available, a
probability of default consistent with a Ba rating level was
assumed. Finally, obligors which are part of the same insurance
group were treated as a single obligor.

2. Moody's recovery assumptions for the structured settlements of
defaulted obligors range from 35% to 75%. For most investment
grade rated life insurers, the distribution is centered toward the
upper end of that range.

3. For obligor correlation, Moody's assumes that each individual
company's default is correlated with all other obligors in the
pool, reflecting the fact that they are all in the life insurance
industry. This approach is consistent with the correlation
approach Moody's uses to evaluate other pools of corporate credit.
Generally speaking, Moody's employs single industry correlation
assumptions that range from 3% to 50%, depending on the industry,
the nature of the obligation and the geographic dispersion of the
obligors. Moody's uses a correlation assumption of 25% in
analyzing the behavior of pools of insurance company obligors in
structured settlements. This level of correlation results in the
default of approximately half of the obligors in a typical pool
within ten years, as compared to approximately one sixth of the
pool with no correlation. In arriving at the 25% correlation
assumption, Moody's considered the fact that the securitized
obligations are claims Moody's views on par with insurance
policies, rather than corporate debt obligations, and the
relatively low observed correlation among life insurance
companies.

4. Direct collateral losses, not associated with failures of
insurance companies defaulting on their obligations, were assumed
to be less than 2%. Though historically losses on court-ordered
structured settlements have been very low (for example, totaling
less than 25 basis points cumulatively since 2002 for one leading
industry participant), losses for a specific transaction may be
higher than the historical levels. Losses may stem from bankruptcy
of claimant, fraud, administrative error by the originator or
obligor or other reasons.

5. Overall, Moody's assesses the sufficiency of the available
credit enhancement in light of the various structural features of
the transaction.

Other methodologies and factors that may have been considered in
the process of rating this issue can be found at www.moodys.com in
the Ratings Methodologies subdirectory within the Rating
Methodologies and Performance directory.

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.


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

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

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

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

                          About KTLA LLC

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

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


LACINA HOMES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Lacina Homes at Chestnut Mountain, LLC
        P.O. Box 255
        Jamesburg, NJ 08831

Bankruptcy Case No.: 11-35330

Chapter 11 Petition Date: November 28, 2011

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Barry W. Eubanks, Esq.
                  SCOTT LAW GROUP, PC
                  209 Chilhowee School Rd., Ste. 16
                  Seymour, TN 37865
                  Tel: (865) 246-1050
                  E-mail: barry@scottlawgroup.com

Scheduled Assets: $1,279,800

Scheduled Debts: $862,819

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

The petition was signed by Robert Ross, managing member.


LEHMAN BROTHERS: Strikes Deal on Claims With Fannie Mae
-------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Lehman Brothers
Holdings Inc., on the heels of winning "overwhelming" support from
creditors for its Chapter 11 plan, struck a deal concerning nearly
$4 billion in priority claims from mortgage giants Fannie Mae and
Freddie Mac, which were seized by the U.S. government shortly
before Lehman's collapse.

                     About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


L.H. CONTROLS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: L.H. Controls, Inc.
        4208 Clubview Drive
        Fort Wayne, IN 46804

Bankruptcy Case No.: 11-14381

Chapter 11 Petition Date: November 28, 2011

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Sarah Mustard Heil, Esq.
                  Scot T. Skekloff, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260)407-7000
                  Fax: (260)407-7137
                  E-mail: djs@sak-law.com
                          sheil@sak-law.com
                          sts@sak-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/innb11-14381.pdf

The petition was signed by Bruce Emerick, president.


LITHIUM TECHNOLOGY: Receives Orders for Lion-Ion Batteries
----------------------------------------------------------
Lithium Technology Corporation has received a purchase order and
development contract from a car manufacturer for Li-Ion starter
batteries.  This battery will be used beginning in late 2013 as
standard equipment and optional equipment in certain vehicle
models of the manufacturer.

LTC regards Li-Ion starter batteries as a strategically important
product area in development.

"We are pleased to be awarded this opportunity and are looking
forward to continuing to build our business in this growing market
segment.  The next generation battery will use a further developed
version of LTC's lithium-iron-phosphate cells which have
characteristics that are advantageous for use in demanding starter
battery applications.  We are joined in this project amongst
others by Frazer-Nash Energy Systems Ltd., who are contributing
the battery management system expertise" said LTC Chief Executive
Officer Martin K”ster.

                     About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at June 30, 2011, showed $10.29
million in total assets, $37.44 million in total liabilities and a
$27.15 million total stockholders' deficit.

                      $7 Mil. Funding Needed

As reported by the TCR on April 8, 2011, the Company entered into
a number of financing transactions and is continuing to seek other
financing initiatives.  The Company said it will need to raise
additional capital to meet its working capital needs and to
complete its product commercialization process.  Such capital is
expected to come from the sale of securities and debt financing.
The Company believes that if it raises approximately $7 million in
debt and equity financings, the Company would have sufficient
funds to meet its needs for working capital and capital
expenditures and to meet expansion plans during 2011.  If the
Company is not able to raise such additional capital, the Company
will assess all available alternatives including a sale of the
Company's assets or merger, the suspension of operations and
possibly liquidation, auction, bankruptcy, or other measures.

                          Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

In the Form 10-Q, the Company acknowledged that as of March 31,
2011, it had an accumulated deficit of approximately $158,555,000.
The Company has financed its operations since inception primarily
through equity financings, loans from shareholders and other
related parties, loans from silent partners and bank borrowings
secured by assets.  The Company has recently entered into a number
of financing transactions and are continuing to seek other
financing initiatives.  The Company will need to raise additional
capital to meet its working capital needs and to complete its
product commercialization process.  Such capital is expected to
come from the sale of securities and debt financing.  Continuation
of the Company's operations in the future is dependent upon
obtaining consent from the lenders to extend the respective
maturity date of the debentures.


LOCATION BASED TECH: Incurs $8.2 Million Net Loss in Fiscal 2011
----------------------------------------------------------------
Location Based Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, reporting
a net loss of $8.22 million on $16,969 of total net revenue for
the year ended Aug. 31, 2011, compared with a net loss of $9.06
million on $67,090 of total net revenue during the prior year.

The Company's balance sheet at Aug. 31, 2011, showed $9.40 million
in total assets, $4.17 million in total liabilities, $685,500 in
commitments and contingencies and $4.53 million in total
stockholders' equity.

Comiskey & Company, in Denver Colorado, expressed substantial
doubt about the Company's ability to continue as a going concern
following the 2011 results.  The independent auditors noted that
the Company has incurred recurring losses since inception and has
an accumulated deficit in excess of $37,000,000.  There is no
established sales history for the Company's products, which are
new to the marketplace.

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

                        http://is.gd/KahyIP

                  About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.


LOS ANGELES DODGERS: Blasts Fox for Disrupting TV Rights Bidding
----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the Los Angeles
Dodgers LLC blasted its Fox Sports broadcasting affiliate on
Monday, saying the media partner is attempting to stifle bidding
for the team's coveted television rights in order to renew its
contract at a bargain.

Law360 relates that the allegations came in a reply brief filed in
Delaware bankruptcy court in support of the Dodgers' plan to
auction its future telecast rights to the highest bidder, which it
hopes to pursue in tandem with a sale of the team.

                     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
Journal.
sought bankruptcy protection, according to The Wall Street

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: Postpones Courtroom Clash With Fox
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Los Angeles Dodgers baseball club and Fox
Entertainment Group Inc. were scheduled for a major clash in
bankruptcy court Nov. 30 on the team's motion for approval of
procedures to auction telecasting rights beginning with the 2014
season.  It's possible there was progress in mediation on Nov. 28
because the Dec. 1 hearing on auction procedures was postponed
until Dec. 7.

According to the report, at a status conference Nov. 30, the
bankruptcy judge may set up a schedule for Fox's motion to dismiss
the Dodgers' Chapter 11 case.  The dismissal motion and the
Dodgers' motion on auction procedures are only a few of the tangle
of litigated matters currently pending between the warring
factions.

The report relates that mediation brought about settlement between
the club and the commissioner of Major League Baseball.  Although
the terms of settlement remain secret, the Dodgers say it allows
them to auction telecasting rights.  The Dodgers say the sale of
the club as whole will be completed by April 30.

                  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.


LOWER BUCKS: Plan Confirmation Hearing Continued Today
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has approved the Disclosure Statement with respect to the First
Amended Joint Chapter 11 Plan of Reorganization of Lower Bucks
Hospital, Lower Bucks Health Enterprises, Inc., and Advanced
Primary Care Physicians, as Modified.

The confirmation hearing presently scheduled on Nov. 18, 2011, is
continued to Dec. 2, 2011, at 9:00 a.m.

As reported in the TCR on Sept. 30, 2011, the Plan is centered
around a settlement of the litigation between LBH and The Bank of
New York Mellon Trust Company, N.A, as Bond Trustee, regarding
several issues, including whether the Bond Trustee, on behalf of
the holders of bonds, holds a secured claim against LBH, as
opposed to a claim that is secured.

According to the Debtors, the settlement gives bondholders a
significantly greater recovery than the recovery that will be
realized under the Plan by other creditors.  Whereas General
Unsecured Creditors are expected to realize an approximately 18.5%
recovery, bondholders will receive a recovery of approximately
35%.

The Plan also provides for payment in full of all Allowed Priority
Claims, Secured Claims and Administrative Claims, and provides
Allowed General Unsecured Claims a distribution that includes
certain Guaranteed Cash and a Creditor Note to be issued under the
Plan.

The funds required for the initial distributions under the Plan
are to come from a monetization of LBH's table gaming grants,
through the issuance of the 2011 bonds, a mortgage loan secured by
Enterprises, and certain cash contributions from the Debtors.  The
Plan also contemplates the issuance of a creditor note, and other
post-confirmation payments to creditors.

A full-text copy of the First Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?7711

                    About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a non-profit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians also filed Chapter 11 petitions.  Jeffrey
C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, in
Philadelphia, Pa., assist the Hospital in its restructuring
effort.  Donlin, Recano & Company, Inc., is the Hospital's claims
and notice agent.  The Debtors tapped Zelenkofske Axelrod LLC for
the provision of tax preparation services.  The Hospital estimated
assets and liabilities at $50 million to $100 million.

Regina Stango Kelbon, Esq., at Blank Rome LLP, in Philadelphia,
Pa., represent the Official Committee of Unsecured Creditors as
counsel.


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

Upon retention, the firm will, among other things:

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

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

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

                      About Majestic Capital

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

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

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


MARITIME COMMUNICATIONS: Taps Robert Keller as Special FCC Counsel
------------------------------------------------------------------
Maritime Communications/Land Mobile, LLC, asks the U.S. Bankruptcy
Court for the Northern District of Mississippi for authorization
to employ Robert J. Keller, P.C., of P.O. Box 33428, Washington,
DC 20033-0428, to act as its special FCC counsel and to represent
in any regulatory issues and efforts involving the FCC licenses in
which the Debtor may have an interest and in any ensuing
litigation related thereto, effective Aug. 1, 2011.

Mr. Keller assured the Bankruptcy Court that he is a
"disinterested person: as contemplated by the applicable statutory
authority under which he is to be employed and applicable
Bankruptcy Rules.

                    About Maritime Communications

Maritime Communications/Land Mobile, LLC, owns and operates
numerous licenses for wireless and cellular services.  Its assets
primarily include Federal Communications licenses.  The Company
filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 11-13463)
on Aug. 1, 2011, in Aberdeeen, Mississippi.  Harris Jernigan &
Geno PLLC serves as the counsel to the Debtor.  In its schedules,
the Debtor disclosed $47,649,673 in assets, and $31,252,752 in
liabilities as of the petition date.

The United States Trustee for Region 5 appointed three members to
comprise the Official Committee of Unsecured Creditors.


MARITIME COMMUNICATIONS: Committee Taps Burr & Forman as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Maritime
Communications/Land Mobile, LLC, asks the U.S. Bankruptcy Court
for the Northern District of Mississippi for permission to retain
Burr & Forman LLP as its counsel, nunc pro tunc to Oct. 11, 2011.

Burr & Forman will:

  a) give legal advice with respect to the Committee's duties and
     powers in the Debtor's case;

  b) assist the Committee in its investigation of the acts,
     conduct, assets, liabilities, financial condition of the
     Debtor, the operation of the Debtor's business, and any
     other matter relevant to the case;

  c) participate in the formulation of a Chapter 11 plan; and

  d) perform other legal services as may be required and in the
     interests of the unsecured creditors and as directed by the
     Committee.

Derek F. Meek, a partner at Burr & Forman LLP, assures the Court
that the firm represents no other entity is the case, is
disinterested as that term is defined in 11 U.S.C. Section 104,
and represents or holds no interest adverse to the interest of the
Debtor's estate with respect to the matters on which it is to be
employed.

The hourly rates of the firm's attorneys who will be primarily
responsible for representing the Committee will range from $340 to
$395 for certain partners and $210 to $280 for certain associates.
The hourly rates of the firm's paralegals will range from $85 to
$175.

                    About Maritime Communications

Maritime Communications/Land Mobile, LLC, owns and operates
numerous licenses for wireless and cellular services.  Its assets
primarily include Federal Communications licenses.  The Company
filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 11-13463)
on Aug. 1, 2011, in Aberdeeen, Mississippi.  Harris Jernigan &
Geno PLLC serves as the counsel to the Debtor.  In its schedules,
the Debtor disclosed $47,649,673 in assets, and $31,252,752 in
liabilities as of the petition date.

The United States Trustee for Region 5 appointed three members to
comprise the Official Committee of Unsecured Creditors.


MCGINN SMITH: Liquidation Yields $8.2MM So Far, Lawyer Says
-----------------------------------------------------------
Larry Rulison at timesunion.com reports that William Brown, the
Buffalo attorney who is in charge of managing the McGinn, Smith
estate, said he's collected nearly $8.2 million so far -- and
believes another $7 million more will be forthcoming.

According to timesunion.com, Mr. Brown said other claims against
former brokers, borrowers and third parties could net another
$13 million.  Mr. Brown is overseeing the liquidation of McGinn,
Smith & Co., the investment firm that collapsed at the end of 2009
amid a massive credit crunch.

The Troubled Company Reporter on April 22, 2010, reported that the
Securities and Exchange Commission filed an emergency enforcement
action to halt a fraudulent scheme being orchestrated by two co-
owners of an Albany, N.Y.-based firm who misused investor money to
fund their struggling business operations and meet ever-increasing
liquidity needs.  The SEC has obtained a court order to freeze
their assets.

According to the SEC's complaint, filed in U.S. District Court for
the Northern District of New York, Timothy M. McGinn and David L.
Smith -- through their firm McGinn, Smith & Co., Inc., and
affiliated entities -- raised approximately $120 million from
investors in more than 25 debt offerings that were not registered
with the SEC under the securities laws.  They misrepresented that
the investments would generate sufficient income to support the
promoted interest rates and the return of principal at the end of
the notes' terms.


MERCER INT'L: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service revised the rating outlook to positive
for Mercer International, Inc. Moody's also affirmed the company's
B2 Corporate Family Rating, B2 Probability of Default Rating, and
B3 rating on its USD$300 million senior unsecured notes due 2017.
The short-term liquidity assessment of SGL-2 is unchanged.

Rating Affirmations:

   Issuer: Mercer International Inc.

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

   -- Senior Unsecured Notes due 2017, B3 LGD5 71%

Outlook, Positive (revised from Stable)

RATINGS RATIONALE

"Mercer has made sufficient improvements to its operations and its
balance sheet to warrant a positive outlook, and with additional
improvement could be upgraded to B1," said Moody's analyst Ben
Nelson. While the US benchmark price for northern bleached
softwood kraft ("NBSK") pulp fell to $920/tonne in November 2011
from a peak of $1040/tonne in June 2011, Moody's expects that
prices will remain high enough over the near-term to enable Mercer
to continue to generate strong free cash flow. Mercer has reduced
debt by approximately $60 million through a combination of
conversion of its convertible notes and opportunistic repurchase
of a portion of its senior unsecured notes during 2011. The
company's improved balance sheet, combined with operational
improvements in the areas of input flexibility and green energy at
the Celgar Mill in western Canada, enhance the company's ability
to withstand a cyclical downturn in the pulp industry. As such,
Moody's revised the outlook to positive to reflect Moody's view
that cyclically strong NBSK prices will enable Mercer to generate
strong cash flows and further reductions in debt and improvements
in liquidity could improve the company's credit standing.

Moody's could upgrade the CFR if Mercer continues to apply its
cash flows to creditor-friendly purposes such as improving its
liquidity position and reducing debt. However, Moody's could
stabilize the rating outlook if unfavorable developments are
expected to limit Mercer's ability to improve its credit profile
over the next 12-18 months. The CFR could be downgraded if a
deterioration in operating performance, industry conditions or
exchange rates suggest the company's liquidity position may not be
sufficient to withstand a cyclical downturn. Shareholder friendly
activities of significance could also carry negative rating
implications.

The principal methodology used in rating Mercer was the Global
Paper and Forest Products Industry Methodology published in
September 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Mercer International Inc., a Washington-based corporation with
corporate offices in Vancouver, British Columbia, is a producer of
northern bleached softwood kraft pulp. Moody's ratings cover only
the Restricted Group, which is comprised of the Celgar mill in
western Canada and the Rosenthal mill in eastern Germany, and
exclude the Stendal mill. Annual production capacity of the
Restricted Group is approximately 830 thousand air-dried metric
tons. Revenues for the twelve months ended September 30, 2011 were
EUR 511 million.


METOKOTE CORPORATION: Moody's Raises Corp. Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service upgraded MetoKote Corporation's
Corporate Family Rating to B3 from Caa2, and its Probability of
Default Rating to Caa1 from Caa2. In a related action Moody's also
assigned a definitive B3 rating to the company's $5 million senior
secured revolver due 2013 and $71 million senior secured term loan
due 2013. In Moody's press release dated November 4, 2011, Moody's
indicated that Metokote's CFR would be upgraded to B3 upon
completion of the amend and extend transaction. Moody's positively
noted that the extended term loan amount will be lower compared to
the $87 million then outstanding as the company repaid $16 million
using its cash. The rating outlook was changed to stable from
developing.

RATINGS RATIONALE

The upgrade to B3 CFR from Caa2 is based on MetoKote's completion
of an amendment to its senior secured credit facilities, improving
the company's liquidity and maturity profile. The ratings
recognize the improvement in the company's operating performance,
driven primarily by increased demand for coating services from
agriculture and automotive end market customers, which has
increased revenue by over 30% from the depressed 2009 level. The
company has been growing its general purpose business segment with
minimal capital expenditures, and is expected to have adequate
liquidity over the next four quarters, partly due to the re-
establishment of revolver availability. The rating is tempered by
MetoKote's modest scale, high customer and end market
concentration, exposure to cyclicality especially in automotive
end markets, and the need for capital to support InSite business.

The stable rating outlook incorporates Moody's expectation that
MetoKote will maintain adequate liquidity profile while continuing
to benefit from demand from agriculture and automotive end market
customers. The outlook also reflects Moody's expectation of timely
refinancing of the company's debt comfortably ahead of the two
2013 maturities.

Given the current upgrade, further positive rating movement near-
term is unlikely for the company. A positive action would likely
require expectations for leverage below 4x, EBIT/Interest coverage
closer to 2x, with sustained positive free cash flow generation
and a material increase in Metokote's revenue base. Conversely,
Moody's could take a negative action if it becomes likely that the
leverage could be sustainably over 5x, if auto build rate or
demand from agricultural and mining end markets decreases sharply,
or if the company experiences a substantive deterioration in its
liquidity position. Negative pressure would also build if Metokote
is unable to refinance its term loan or extend maturity
comfortably ahead of November 2013.

These ratings/assessments have been affected:

Corporate Family Rating, upgraded to B3 from Caa2;

Probability of Default Rating, upgraded to Caa1 from Caa2;

$71 million senior secured term loan due 11/27/2013, assigned B3
(LGD3, 33%) from (P)B3 (LGD3, 33%);

$5 million senior secured revolver due 8/27/2013, assigned B3
(LGD3, 33%) from (P)B3 (LGD3, 33%).

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

MetoKote Corporation provides outsourced industrial coating
services to manufacturers in North America, Europe, and Brazil.
The company offers solutions both within a customer facility or at
one of the company's regional facilities. End markets served
include automotive, heavy truck, agriculture, construction, metal
furniture, appliances, and consumer products. For the fiscal year
ended October 31, 2011, the company is expected to have generated
approximately $175 million of revenue.


MF GLOBAL: Wins Nod for Lift Stay for Rubin Class Settlement
------------------------------------------------------------
Bankruptcy Judge Martin Glenn lifted the automatic stay solely to
allow MF Global Holdings Ltd., to proceed in the case captioned
Michael Rubin v. MF Global Ltd., et al., pending in the U.S.
District Court for the Southern District of New York to permit a
final settlement hearing to go forward and a final judgment to be
entered in accordance with the settlement agreement.

Judge Glenn ratified MFGH's entry into the Settlement Agreement,
conditioned upon: (a) reimbursement, on or prior to the Effective
Date of the Settlement Agreement, of MFGH for its previously
funded
$2.5 million contribution into the Escrow Account under the
Settlement Agreement and (b) upon the releases provided to
Holdings
and its affiliates under the Settlement Agreement becoming binding
and enforceable as provided in the Settlement Agreement.

No party will be entitled to any claim against the Debtors on
account of the reimbursement of MFGH for its previously funded
$2.5
million contribution into the Escrow Account, provided that any
funds received hereunder will be subject to the terms and
conditions of the Amended Interim Cash Collateral Order, Judge
Glenn ruled.  The reimbursement will not affect the amount being
paid to plaintiffs pursuant to the Settlement Agreement.

The bankruptcy judge clarified that nothing in this order will
constitute a determination that ratification of the Settlement
Agreement or approval of the Settlement Agreement is or is not
required and the rights of all parties to the Settlement Agreement
are fully reserved.

At the Nov. 18 final hearing, District Court Judge Victor Marrero
said he will approve the Settlement Agreement, Bloomberg News
reported.  The district judge also said he will allow attorneys'
fees totaling $16.2 million, the report added.

           Had Access to Cash Collateral in November

Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York approved a stipulation extending MF Global
Holdings Ltd and MF Global Finance USA Inc.'s period to use
JPMorgan Chase Bank, N.A.'s cash collateral from Nov. 16 to
Nov. 30, 2011.

A copy of the Debtors' proposed 13-week forecast of the expected
use of cash collateral is available for free at:

  http://bankrupt.com/misc/MFGlobal_Nov1toJan6CashCollBudget.pdf

The Debtors and JPMorgan entered the stipulation on or before the
November 16 expiration of the Debtors' use of cash collateral.

The deadline by which any objection on the part of any party-in-
interest to the Cash Collateral Motion on a permanent basis is
extended from November 23, 2011 to November 28, 2011.

Except as set forth in the parties' stipulations, no other terms
of the Amended Interim Cash Collateral Order will be deemed
amended, waived or otherwise modified by the Parties' Stipulations
and the Amended Interim Cash Collateral Order will remain in full
force and effect.

Queen's Quay Avante Limited joined in the Commodity Customer
Coalition's objection to the Cash Collateral Motion.  Queen's Quay
insists that in the event that any of the $600 million missing
funds are presently held or controlled by the Debtor, customers
have a right to those funds that is superior to the rights and
claims of other parties.

                        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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Wins Approval for Misdirected Wires Protocol
-------------------------------------------------------
James W. Giddens, the SIPA trustee for MF Global Inc., sought and
obtained approval of procedures for the trustee to return wire
transfers misdirected to MFGI bank accounts, including procedures
to return misdirected wires of $250,000 or less, without further
court order.

The SIPA Trustee relates that based on his experience regarding
Misdirected Wires from prior SIPA liquidations, in many cases,
Misdirected Wires result from the failure of: (i) the beneficiary
of a particular transfer of funds to provide proper wiring
instructions to the party ordering or authorizing the transfer;
(ii) the Ordering Party to provide proper wiring instructions to
the sending institution; or (iii) the Sending Institution to
follow proper wiring instructions.

In the normal course of business, a Sending Institution can
recall funds sent in error with relative ease.  However, the SIPA
Trustee says that because MFGI is in liquidation under SIPA,
before returning any alleged Misdirected Wires, the Trustee must
investigate all funds alleged to be Misdirected Wires, and
confirm that those funds were in fact sent in error and are not
property of MFGI's estate, before the return of any funds.  This,
the SIPA Trustee adds, requires a careful review of all
information provided by the person or entity requesting the
Return and independent confirmation that the information provided
is accurate.

                      Proposed Procedures

A party alleging that any funds wired to an MFGI bank account
were sent in error and requesting the return of the alleged
Misdirected Wires must report it to the Trustee by sending a
completed Request Form for the Return of Misdirected Wires, which
will be available for download at http://www.mfglobaltrustee.com/

Once completed, the Requesting Party must send the Request Form
to an intake e-mail address mfgmisdirectedwires@hugheshubbard.com
with the subject line "New Request For The Return Of Misdirected
Wires."  Upon the Trustee's receipt of a Request Form, the
Requesting Party, will receive a return e-mail confirming the
receipt.  The Trustee's representatives will thereafter contact
the Requesting Party if they need additional information and once
they make a determination on whether to authorize a return.

If the Trustee authorizes a return, his representatives will
prepare the required documentation and send it to the Requesting
Party to obtain the relevant parties' signatures.  With respect
to returns of less than or equal to $250,000, the Trustee seeks
court authority to return those funds without further court
order.  The Trustee will file with the Court each quarter a
report summarizing the returns made of De Minimis Misdirected
Wires in the prior quarter containing information as to the
dates, amounts and recipients of those returns.

With respect to Returns above $250,000, the Trustee will seek
authorization from the Court to return the Misdirected Wires on
an ad hoc basis.  The Trustee will prepare a court stipulation
which must be signed by the Ordering Party and the Beneficiary.
In some cases, the Trustee might require the signature of the
Sending Institution or the Requesting Party.

Parties wishing to receive a return must acknowledge the accuracy
of the representations made to the Trustee in a particular
Request Form and, as a condition of receiving a return, sign a
release of claims against the Trustee, the MFGI estate and SIPC
with respect to the Misdirected Wire, including a release of any
claims for interest, costs and attorneys fees.

Upon receipt of signed documents or entry of the Court
Stipulation, as the case may be, the Trustee will authorize the
bank that received the Misdirected Wire from the Sending Bank to
issue a return according to the wire instructions provided in the
Request Form.  Thereafter, the Receiving Bank should return the
funds within a few business days.

The Trustee also seeks court authority to charge a service fee
for effectuating all returns, equal to 1% of the return amount up
to a maximum surcharge of $5,000 per return.  The Trustee seeks
authority, in his discretion, to waive the surcharge in
appropriate situations.

                        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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Dearborn, et al., Demands 80% Cash Distribution
----------------------------------------------------------
Dearborn Capital Management LLC and other segregated account
holders ask the Court to compel James W. Gidden, trustee for the
liquidation of the business of MF Global Inc. under the Securities
Investor Protection Act, to make an interim distribution of cash,
cash equivalents and marketable securities maintained in
segregated customer accounts.

Michael J. Edelman, Esq., at Vedder Price P.C., in Chicago,
Illinois -- argues that it is undisputable that each of the
Segregated Account Holders is entitled to recover the segregated
funds in their MFGI account; (ii) the segregated funds are
property of the Segregated Account Holders and not MFGI; and (iii)
each Segregated Account Holders' claim to those segregated funds
has priority over the claims of all other customers and creditors.
Moreover, the SIPA Trustee, the Commodities Futures Trading
Commission, the Chicago Mercantile Exchange Group and the U.S.
Securities and Exchange Commission all believe that MFGI currently
holds, at a minimum, approximately 88.4% of the segregated funds
required to make whole each of the commodity accountholders of
MFGI, he states.

Mr. Edelman avers that allowing the Segregated Account Holders to
withdraw, or transfer to another registered futures commission
merchant or broker-dealer, without restriction, stay or
encumbrance, 80% of the Cash/Liquid Assets held in their customer
accounts is fair and equitable, authorized by the Bankruptcy Code,
the CEA and the CFTC Regulations.  As each of the Segregated
Account Holders has liquidated or transferred their open commodity
positions, there is no justification for MFGI to retain their
Cash/Liquid Assets, he contends.  He adds that no MFGI creditor
can
have a higher priority than the Segregated Account Holders to the
sought Cash or Liquidated Assets in their MFGI accounts as those
assets is the property of the Segregated Account Holders.

Denying the Segregated Account Holders access to the Cash/Liquid
Assets "will compound the irreparable harm to the Customers and
all
other market participants, and inject additional uncertainty into
an already badly damaged marketplace," Mr. Edelman tells Judge
Glenn.

A list of the Segregated Account Holders is available for free at:
http://bankrupt.com/misc/MFGlobal_SegregatedAcctHolders.pdf

                        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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Zybr Asks for Lift Stay to Withdraw Account
------------------------------------------------------
Zybr Holdings LLC asks the bankruptcy court to lift the automatic
stay to permit it to withdraw or transfer to an account maintained
at a registered Futures Commission Merchant, 85% of the cash
holdings in its segregated customer commodity account at MF Global
Inc.

Before entry of an order commencing liquidation of MF Global, Zybr
Holdings had liquidated its commodity positions in its segregated
customer account at MF Global.  As a result, Zybr Holdings holds
only cash in its account at MF Global.

Michael S. Fox, Esq., at Olsen Grundman Frome Rosenzweig & Wolosky
LLP, in New York -- mfox@olshanlaw.com -- tells Judge Glenn that
Zybr is experiencing substantial hardship due to the uncertainty
and delay in gaining access to its cash currently frozen in its MF
Global segregated account.  This cash represents all of Zybr's
assets, he states.  Indeed, Zybr has been unable to access its
cash
since the automatic stay took effect on October 31, 2011, he
points
out.  He further notes that Zybr cannot enter into any commodities
and futures trades without the cash held at MF Global.

Although James W. Gidden, the trustee for the liquidation of the
business of MF Global Inc. under the Securities Investors
Protection Act, sought and obtained permission to return up to 60%
of cash held in segregated accounts, that amount is not sufficient
for Zybr to continue its trading operations and the 60% threshold
is unnecessarily low given that nearly 90% of MF Global's cash is
accounted for, Mr. Fox argues.

Against this backdrop, cause exists to allow Zybr to withdraw, or
transfer to another FCM, 85% of the cash held in its customer
account is fair and equitable, Mr. Fox asserts.  Without immediate
relief from the automatic stay and access to at least 85% of the
cash in its segregated account, Zybr will be unable to effectively
operate and may be forced to close its doors, he stresses.  He
assures the Court that Zybr's request for an immediate 85% partial
distribution remains a conservative request, which will allow the
SIPA Trustee to retain a sufficient cushion of funds above the
projected amount to account for any as of yet unknown additional
shortfalls.

Zybr asks the Court to shorten the notice with respect to its
request so that a hearing can be held on November 22, 2011.

                        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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: COO Abelow Annual Base Salary Reduced to $60,000
-----------------------------------------------------------
MF Global Holdings Ltd. President and Chief Operating Officer
Bradley I. Abelow agreed to reduce his annual base salary,
effective November 15, 2011, from $1.5 million to $60,000,
according to the Company's filing with the U.S. Securities and
Exchange Commission on November 15, 2011.

The Compensation Committee of the Board of Directors of the
Company and Mr. Abelow agreed to the annual base salary reduction
on November 9, 2011.  Mr. Abelow continues to work on the
Company's Chapter 11 restructuring.

In another disclosure dated November 17, 2011, MFGH disclosed that
it ceased to employ J. Randy MacDonald as the Global Head of
Retail of the Company as of November 17, 2011.  Mr. MacDonald will
not receive any severance or termination payments from the
Company.

                        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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Fir Tree Discloses 5.5% Ownership of Common Stock
------------------------------------------------------------
Fir Tree, Inc., disclosed that it beneficially owns 9,000,000
shares of common stock, representing 5.5% of the total outstanding
shares of MF Global Holdings Ltd.'s common stock, according to a
Schedule 13G filing with the U.S. Securities and Exchange
Commission on November 15, 2011.

Fir Tree, Inc., has been granted the shared power to direct the
vote and disposition of 9,000,000 shares of the Company's common
stock.

Fir Tree Value Master Fund, L.P., discloses that it beneficially
owns 7,040,000 shares of common stock, representing 4.3% of the
total outstanding shares of MFGH's common stock.  Fir Tree Value
Master Fund has shared power to vote or dispose of 7,040,000
shares
of MFGH's common stock.

Fir Tree Capital Opportunity Master Fund, L.P. beneficially owns
1,960,000 shares of MFGH's common stock, representing 1.2% of the
total outstanding shares of the Company's common stock.  Fir Tree
Capital Opportunity has shared power to vote or dispose of those
shares.

                        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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Cadian Discloses Zero Ownership of Common Stock
----------------------------------------------------------
Cadian Capital Management, LLC, disclosed that it beneficially
owns zero shares of common stock, representing 0% of the total
outstanding shares of MF Global Holdings Ltd.'s common stock,
according to a Schedule 13G/A filing with the U.S. Securities and
Exchange Commission on November 22, 2011.

Cadian Managing Member Eric Bannasch beneficially owns zero shares
of MFGH's common stock.

                        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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Int'l FCStone Unit to Buy UK Metals Division
-------------------------------------------------------
INTL FCStone Inc. (Nasdaq:INTL), announced that INTL FCStone
(Europe) Limited, its wholly owned subsidiary in the United
Kingdom, has agreed to acquire the Metals Division of MF Global UK
Limited (in special administration).  As part of this transaction,
INTL FCStone (Europe) has received approval from the London Metal
Exchange ("LME") to upgrade its LME Category Two membership to LME
Category One ring dealing membership.

The Metals Division, headed by Fred Demler, has more than 50
professional staff based in London, New York, Hong Kong and
Sydney, and has long-standing client relationships throughout the
world.  The Metals Division is a leading LME ring dealing member
providing execution and clearing of LME products and OTC products
to assist commercial customers in hedging their price risk in
metals markets.

The Metals Division also serves institutional investors and
financial services firms in the Americas, Europe, and the Asia-
Pacific region.  Mr. Demler will assume leadership of INTL
FCStone's global metals LME futures and derivatives business.

Sean O'Connor, CEO of INTL FCStone, commented, "Fred and his
metals team add a well-recognized and leading LME franchise with
deep and diverse global relationships to our growing and
profitable company.  Our existing significant physical metals,
structured OTC products and corporate finance advisory services
combined with the LME capabilities and relationships should create
a unique metals franchise.  With our unwavering focus on
customers, our broad capabilities and our expertise in all
commodity verticals, we will now be in a better position than ever
before to offer significant value to our global customer base."

"We are all very excited about the acquisition of our global
metals team and see INTL FCStone as having a clear focus on
serving customers, especially mid-market commercial entities where
we have a great footprint globally," added Mr. Demler.  "INTL
FCStone has a strong presence across all the other commodity
markets and we believe we can become a leading franchise for them
in the broader metals markets.  We anticipate a quick transition,
which will allow us to continue serving our clients' needs with
minimal disruption."

                   About INTL FCStone Inc.

INTL FCStone Inc. provides execution and advisory services in
commodities, currencies and international securities.  INTL
FCStone's businesses, which include the commodities advisory and
transaction execution firm FCStone Group, serve more than 10,000
commercial customers through a network of offices around the
world.
Further information on INTL FCStone Inc. is available at
http://www.intlfcstone.com/

                        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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: LME Completes Transfer of UK Client Contracts
--------------------------------------------------------
The London Metal Exchange (LME) said the process of transferring
client contracts with the U.K. unit of MF Global (MFGLQ.PK) to
other LME members had been completed, Reuters said in a Nov. 24
report.

"The process of transferring client contracts that satisfied
LCH.Clearnet's eligible criteria has been completed," the LME said
in a statement, according to Reuters.  "LCH.Clearnet will be
contacting all those who requested transfers."

Reuters noted that metals clients of MF Global UK had faced delays
in their positions being transferred to new brokers, partly
because of a problem with LME data, which slowed the migration
process.

J.P. Morgan (JPM.N) has agreed to buy all off MF Global's
shareholding in the LME after a competitive bidding process,
Reuters said in a Nov. 23 report, citing a statement by KPMG, the
administrators for the failed brokerage's UK unit.

KPMG did not give a price for the sale, Reuters noted, but
sources, according to the same report said J.P. Morgan would pay
GBP25 million (US$39 million) for the 4.7% stake in the LME,
implying a total value of around GBP530 million.

"It's a good price that they've paid," a source at a shareholder
company said, according to Reuters.  "The question is are they
looking at trying to make a quick profit or is it a much longer-
term investment?"

The report related that J.P. Morgan already has a 6.2% stake in
the LME, the world's largest metals market place, which has opened
its doors to potential suitors.  Increasing its stake alters the
landscape, as LME shareholders seek to protect their interests, or
make a profit, in any eventual takeover, the report added.

"We received a great deal of interest in the LME shares and are
pleased to be in the final stages of concluding a sale," Richard
Heis, joint special administrator of MF Global UK, told Reuters.

The LME had been due to open its books to potential bidders by
December 8, a spokesperson for the exchange said earlier,
according to Reuters, but a source close to the LME later said
this now seemed ambitious, and that the date could be pushed back.

The report noted that Goldman Sachs (GS.N) is also a large
shareholder in the LME.  Contenders for the 134-year old group are
the Chicago Mercantile Exchange CME.O and the
IntercontinentalExchange ICE.N energy market, both U.S. groups.

                            B-Shares

According to KPMG, J.P. Morgan will also buy the B-shares held by
MF Global.  Those would be bought for GBP2 million, Reuters said,
citing one of its sources.

B-shares, Reuters related, give holders the right to trade on the
LME and can be sold separately to other members of the exchange.
J.P. Morgan already holds B-shares, and it was unclear what would
happen to the new shares it would now acquire, the report said.

The report, however, said the LME stake sale could leave more
money for MF Global creditors.

Mr. Heis told Reuters that the process to sell other parts of MF
Global's UK business "continues apace and we are in negotiations
with several parties to this end."

Industry sources told Reuters that MF Global's ring dealing seat
on the LME will be bought by U.S.-based broker INTL FCStone
(INTL.O), although no price was given.

An industry source also told Reuters that MF Global's shares and
the ring dealing seat had been treated as separate assets.  J.P.
Morgan already has a ring dealing seat on the LME, Reuters noted.

Mr. Heis also said KPMG had prepared a timeline for the return of
client assets and funds.

According to a separate Financial Times report, customers of MF
Global's UK arm will be able to apply for a partial return of
their funds in two weeks' time.

KPMG will be announcing on Monday that clients would be able to
submit claims from December 8, FT disclosed.  This will likely
lead to an early return of some funds to some market participants
like spread betting companies, the report added.

FT noted that confirmation that KPMG plans an early interim
distribution comes after the trustee overseeing MF Global Inc.'s
liquidation won court permission to access funds.

The MF Global UK administrator may be reached at:

        Richard Heis
        KPMG LLP (UK)
        8 Salisbury Square
        London EC4Y8BB
        Tel: (020) 7694-3429
        E-mail: Richard.heis@kpmg.co.uk

                        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 Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MICHAEL KENNETH NEMEE: Court Bars Use of Golf Course
----------------------------------------------------
Bankruptcy Judge Ronald H. Sargis entered judgment in favor of
Calaveras County, California, in a lawsuit over the proper
interpretation and application of the Calaveras County Zoning
Ordinances as to a 160-acre parcel and 120-acre parcel, both in
Calaveras County, which are owned by Michael and Michelle Nemee.

In a Nov. 21, 2011 Memorandum Opinion and Decision available at
http://is.gd/h2T5Q2from Leagle.com, the Court denied all relief
requested by the Plaintiffs.  Further, the Court entered judgment
on the Counterclaim in favor of Calaveras County and against the
Plaintiffs, and each of them, for a permanent injunction enjoining
the use of the 18-hole golf course on the Property, authorizing
the County to abate the continued used of the 18 hole golf course
on the Property through the enforcement of the permanent
injunction issued by the Court, and awards costs, fees, and
expenses to the County.

The Nemees have constructed and are operating a commercial 18-hole
golf course through Trinitas Enterprises, LLC, a limited liability
company they own, which is also property of the bankruptcy estate.
The Plaintiffs assert that the development and operation of a
commercial golf course on the Property are permitted as
"Agritourism" under the Calaveras County Zoning Ordinances.
Alternatively, if the commercial 18-hole golf course is not
Agritourism, the Plaintiffs assert that the County is equitably
estopped from asserting that the use and operation of this
commercial golf course by the Plaintiffs violates the Zoning
Ordinances.

The County has not only answered the Second Amended Complaint
denying the allegations and requesting judgment in its favor, but
also filed a counterclaim for injunctive relief to enjoin the
alleged violations of the County Zoning Ordinances.

Prior to and during the pendency of this litigation, the
development and use of the Property as a commercial 18-hole golf
course was the subject of County review and nonjudicial political
proceedings before the Calaveras County Board of Supervisors.
When that nonjudicial process failed to produce a satisfactory
resolution for the Plaintiffs, they continued with the prosecution
of the Adversary Proceeding, which concluded with a three-day
court trial.  Through this trial the parties presented extensive
evidence concerning the decade-long odyssey involving the
Plaintiffs, the County, investors, members of the golf club
operated on the Property, and other persons who envisioned a golf
course and destination resort known as the Ridge at Trinitas on
the Property.

MICHAEL KENNETH NEMEE and MICHELLE SEOBHAN McKEE NEMEE, v. COUNTY
OF CALAVERAS, Adv. Proc. No. 09-9088 (Bankr. E.D. Calif.), was
originally commenced by the Plaintiffs in the California Superior
Court, Calaveras County.  The original state court complaint was
filed on May 15, 2009, with a first amended state court complaint
filed on September 15, 2009.

The Nemees filed for Chapter 11 bankruptcy (Bankr. E.D. Calif.
Case No. 09-93249) on Oct. 7, 2009.


MOORE SORRENTO: Has Access to Wells Fargo's Cash Until Jan. 1
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized, in a fourth interim order, Moore Sorrento, LLC, to use
the cash collateral which Wells Fargo Bank, N.A., asserts an
interest.

The Debtor's authority to use cash collateral will terminate on
Jan. 1, 2012, at 12:00 a.m., Prevailing Central Time.  The final
hearing to consider the Debtor's request for approval of the
motion will be held on Jan. 5, at 1:30 p.m.

As of the Petition Date, Wells Fargo asserts a perfected and
senior priority lien on the Wells Fargo Collateral to secure
payment of the First Note, as reflected by, among other things,
that certain Mortgage (with Power of Sale), Security Agreement,
Assignment of Rents and Financing Statement dated Nov. 7, 2007,
and that certain Assignment of Rents dated Nov. 7, 2007.

The Debtor will use the cash collateral to fund its business
operations.  The Debtor must not exceed the expenditures by 10% on
any line item basis or 10% of the total monthly expenditures,
provided that the Debtor will not make any payments to or for the
benefit of any "insider".

Notwithstanding anything to the contrary herein, the Debtor is
authorized to:

   a) use up to $76,562 of Excess Cash during the month of
   November 2011 to make one or more payments to one or more of
   the T.I. Tenants in order to reduce the unpaid balance of the
   T.I.s owed by the Debtor to the T.I. Tenants; and

   b) use up to an additional $76,562 of Excess Cash during the
   month of December 2011 to make one or more payments to one or
   more of the T.I. Tenants in order to reduce the unpaid balance
   of the T.I.s owed by the Debtor to the T.I. Tenants.

The Debtor will have sole and complete discretion to determine the
portion, if any, of the $76,562 of Excess Cash the Debtor is
authorized to expend in both November 2011 and December 2011;
provided, however, that the Debtor will not pay to any particular
T.I. Tenant an amount exceeding the amount necessary to fully
satisfy the unpaid balance of the T.I. owed by the Debtor to T.I.
Tenant.

As adequate protection for any diminution in value of the lender's
collateral, the Debtors will grant Wells Fargo replacement liens
on the prepetition Wells Fargo collateral, and property acquired
by the Debtor after the Petition Date; and superpriority
administrative expense claim.

As additional adequate protection:

   -- the Debtor will make (a) an adequate protection payment to
   Wells Fargo by Nov. 10, 2011, in the amount of $100,000, and
   (b) an adequate protection payment to Wells Fargo by Dec. 10,
   2011, in the amount of $100,000.  The payments will be applied
   to outstanding interest due under the loans.

   -- on or before the 10th day of each month, the Debtor will
   deposit escrows for real estate taxes ($23,100) and insurance
   ($3,300), which amounts will be held by Wells Fargo in reserve
   accounts pending further order of the Court.

                       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.


MOUCHEL GROUP: Posts Wider Loss as New Deals Dry Up
---------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that stricken U.K.
outsourcing firm Mouchel Group PLC Wednesday posted a much wider
fiscal year pretax loss, blaming takeover speculation for hurting
its ability to win new business, and said it wouldn't breach
banking covenants after amending its credit facilities.

                      About Mouchel Group

As reported by the Troubled Company Reporter-Europe on Oct. 24,
2011, The Financial Times related that Mouchel was forced to knock
GBP8.6 million (US$13.6 million) off profits estimates as a result
of "over-optimistic" accounting on local authority contracts and a
pensions error by a council client's auditors.

Mouchel Group plc -- http://www.mouchel.com/-- is a consulting
and business services company supporting clients in developing and
managing their infrastructure assets.  The Company operates in
three segments: Government Services, Regulated Industries and
Highways.


NAPOLEON OHIO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Napoleon Ohio Associates LLC
        330 Intertech Parkway 3rd Floor
        Angola, IN 46703

Bankruptcy Case No.: 11-36328

Chapter 11 Petition Date: November 28, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Raymond L Beebe, Esq.
                  RAYMOND L BEEBE CO LPA
                  1107 Adams St
                  Toledo, OH 43604
                  Tel: (419) 244-8500
                  E-mail: RLBCT@buckeye-express.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 Kenneth S. Klein, operating member.


NCO GROUP: Proposes to Offer $300 Million of Senior Notes
---------------------------------------------------------
NCO Group, Inc., proposes to commence an offering through a
private placement, subject to market and other conditions,
including approval of the Company's Board of Directors, of $300
million in aggregate principal amount of senior notes.  The notes
will be senior unsecured obligations of the Company and will be
guaranteed by a new parent company and certain of the Company's
domestic subsidiaries.  Concurrently with the closing of the
offering of the notes, the Company anticipates changing its name
to Expert Global Solutions, Inc.

The Company expects to use the proceeds from the offering,
together with the proceeds of a new credit facility currently
under negotiation, to repurchase or otherwise redeem its
outstanding senior notes and senior subordinated notes, repay its
existing credit facility and certain other indebtedness and to pay
related fees and expenses.

The notes and related guarantees are being offered in a private
placement, solely to qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933, as amended or outside
the United States to persons other than "U.S. persons" in
compliance with Regulation S under the Securities Act.  The notes
and related guarantees have not been registered under the
Securities Act or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.

This notice does not constitute an offer to sell the notes, nor a
solicitation for an offer to purchase the notes, in any
jurisdiction in which such offer or solicitation would be
unlawful.  Any offer of the notes will be made only by means of a
private offering memorandum.

                       About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

The Company reported a net loss of $155.71 million on
$1.60 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $88.14 million on $1.58 billion of
revenue during the prior year.

The Company also reported a net loss of $104.49 million on
$1.15 billion of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $73.45 million on
$1.18 billion of total revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.12 billion in total assets, $1.14 billion in total liabilities
and a $17.89 million total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3.  The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes.  In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver.  Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.


NEBRASKA BOOK: Court OKs Deloitte Tax as Tax Services Providers
---------------------------------------------------------------
Nebraska Book Company Inc. sought and obtained permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Deloitte Tax LLP as tax service providers.

The Debtors have agreed to pay Deloitte Tax an estimated $102,360
plus reasonable expenses, consistent with the terms of the
parties' Engagement Letter.  Additional state tax returns may be
prepared at a rate of approximately $420 to $630 per return.
Additional fees may be incurred in connection with consulting
services to be performed.

The firm's rates are:

  Personnel                       Rates
  ---------                       -----
  Partner, Principal, or
    Director/Specialist         $365-$ 515/hour
  Partner                       $365/hour
  Director                      $330/hour
  Senior Manager                $275/hour
  Manager                       $245/hour
  Senior                        $210/hour
  Associate                     $195/hour

Christopher Kopiasz, tax director at Deloitte, attests that (a)
Deloitte Tax is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code, as required by section
327(a) of the Bankruptcy Code and does not hold or represent an
interest adverse to the Debtors' estates; and (b) Deloitte Tax has
no connection to the Debtors, their creditors, or other
significant parties as were identified by the Debtors and whose
names were provided to Deloitte Tax.

                       About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book prepared a pre-packaged Chapter 11 plan that would
swap some of the existing debt for new debt, cash and the new
stock.


NEUROLOGIX INC: CEO, Chairman, President and CAO Resign
-------------------------------------------------------
Messrs. Adrian Adams, chief executive officer and Chairman of the
Board, and Andrew I. Koven, president, chief administrative
officer and a director, notified the Board of Neurologix, Inc.,
of their decision to voluntarily resign from all those positions.
On Nov. 30, 2011, Messrs. Adams and Koven submitted to the Board
written resignations reflecting the foregoing.  In connection with
their resignations, the Board waived the requirement in their
employment agreements that they provide the Company with 30 days'
written notice of their intent to voluntarily terminate their
employment.

On Nov. 29, 2011, the Board appointed Clark A. Johnson as Chief
Executive Officer and Chairman of the Board, which appointment
became effective upon the resignation of Mr. Adams from those
positions on the Effective Date.  Mr. Johnson will serve at the
pleasure of the Board and will not receive any compensation for
acting in such capacity.

Mr. Johnson, age 80, has been a director of the Company since
February 2004, and previously served as Vice Chairman of the Board
until his resignation from such position in September 2011.  Mr.
Johnson also served as President and Chief Executive Officer of
the Company from March 2010 to September 2011.  Mr. Johnson served
as a director of PSS World Medical, Inc., a national distributor
of medical equipment and supplies to physicians, hospitals,
nursing homes, and diagnostic imaging facilities, from September
1999 to March 2007, also becoming its Chairman in October 2000.
From August 1985 to June 1998, Mr. Johnson served as Chief
Executive Officer of Pier 1 Imports, a specialty retailer of
imported decorative home furnishings, gifts and related items,
also becoming its Chairman in 1988.  Currently, Mr. Johnson serves
on the boards of directors of various private companies, including
World Factory, Inc., an international sourcing and product
development company specializing in outdoor living and hardware
products, Brain Twist Inc., a specialty drink development company
and Lydian Bank & Trust Holding Co., a wealth management firm.
Previously, Mr. Johnson served on the boards of directors of REFAC
Optical Group, a provider of managed vision and professional eye
care products and services and an affiliate of Palisade Capital
Management, L.L.C., and MetroMedia International Group, an
international telecommunications company.  Mr. Johnson owns 5% of
the preferred, non-voting equity interest in PCM, which is an
affiliate of the Company.  Mr. Johnson has exhibited, through his
career, significant success in managing companies and making them
profitable.  He also has been a substantial investor in various
private equity opportunities.  His long-term history with the
Company, its directors, management and investors, his prior role
as President and Chief Executive Officer, and his extensive
experience in utilizing capital markets to raise funds is
extremely helpful as the Company seeks to raise the capital that
is vital to support its continued operations.

There are no arrangements or understandings between Mr. Johnson,
on the one hand, and any other persons, on the other hand,
pursuant to which Mr. Johnson was appointed as an officer of the
Company.  There are no family relationships between Mr. Johnson,
on the one hand, and any director, executive officer, or any
person nominated or chosen by the Company to become a director or
executive officer, on the other hand.  No information is required
to be disclosed with respect to Mr. Johnson pursuant to Item
404(a) of Regulation S-K.

                       About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company reported a net loss of $10.16 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$13.46 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.96 million
in total assets, $13.62 million in total liabilities, and a
$8.66 million total stockholders' deficit.

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.


NEW HOPE: Ch. 11 Trustee Withdraws Liquidation Bid
--------------------------------------------------
The Scranton Times Tribune reports that Gregory Schiller, the
trustee in the bankruptcy of New Hope Personal Care Homes Inc.,
withdrew a motion to convert the company's case from a
reorganization to a liquidation.

The notice was filed Tuesday in U.S. Bankruptcy Court for the
Middle District of Pennsylvania.  A hearing was scheduled
Wednesday.

As reported in the Troubled Company Reporter on Sept. 13, 2011,
The Times Tribune said that Gregory Schiller, the U.S. trustee in
the Chapter 11 bankruptcy of Scranton-based New Hope Personal Care
Homes Inc., recently filed a motion to convert the case to
Chapter 7 liquidation.  Mr. Schiller's action followed a state
official's inspection revealing the presence of bed bugs and
addiction-treatment patients preparing meals for residents at
Pennswood Manor and an infestation of flies and a patient
afflicted with an infectious skin ailment at Mountainside Manor.

New Hope Personal Care Homes, Inc., formerly New Hope Home Health
Care, Inc., operates Pennswood Manor on Cedar Avenue in Scranton,
Pa., and Mountainside Manor in Dallas, Pa.  New Hope filed a
Chapter 11 petition (Bankr. M.D. Pa. Case No. 11-04036) on June 1,
2011.  The Debtor estimated assets and liabilities of $500,000 to
$1 million.


NEWPAGE CORP: Seeks to Employ Aon as Compensation Consultant
------------------------------------------------------------
Newpage Corporation and its debtor affiliates ask the Court for
authority to employ Hewitt Associates LLC, d/b/a Aon Hewitt as
their compensation consultant in connection with the commencement
and prosecution of their chapter 11 cases, nunc pro tunc to
Sept. 7, 2011.

Aon Hewitt will:

   a) review of the current NewPage long-term incentive plan;

   b) review of the current NewPage short-term incentive plan;
      and

   c) review of the executive and employee severance arrangements
      at NewPage.

In addition, other services may include, as directed by the
Debtors:

   i) competitive market pay analyses, including Total
      Compensation Measurements services, proxy data
      studies, Board of Director pay studies, and market
      trends;

  ii) ongoing support with regard to the latest relevant
      regulatory, technical, and/or accounting
      considerations impacting compensation and benefit
      programs;

iii) preparation for and attendance at selected management,
      committee, or Board of Director meetings;

  iv) potential litigation related services, including
      testifying as an expert witness; and

   v) other miscellaneous requests that may occur.

The Debtors will compensate Aon on any reasonable terms and
conditions set in the Retention Letter:

   a. Payment of fees for the performance of the services
      set forth in the Application and any additional
      services, in accordance with these standard hourly
      billing rates for applicable Aon consultants:

      i. Lead Consultant and/or Technical Expert: $525-$700
     ii. Senior Consultants: $425-$575
    iii. Project Managers: $325-$475
     iv. Analysts: $250-$375

   b. Payment of a $65,000 retainer.

   c. Prompt reimbursement for all reasonable expenses
      (including travel and lodging, data processing and
      communications charges, courier services, attorney's
      fees and other appropriate expenditures), if any.

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

                      About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NORTHCORE TECHNOLOGIES: To Acquire Discount This Assets
-------------------------------------------------------
Northcore Technologies Inc. entered into an agreement with
Discount This Holdings Limited, to acquire all Intellectual
Properties commonly known as the "Discount This Platform".

The platform includes proprietary implementations of Northcore's
patented Dutch Auction liquidation process as well as innovative
gaming constructs and fully integrated social accelerators that
will establish a new benchmark for social commerce.  The platform
is implemented on an enterprise level applications framework and
can be interfaced to key corporate systems to support unified
management reporting and advanced data analytics.  Northcore will
be entertaining selected partnership opportunities subsequent to
the transaction receiving final approval.

In consideration of the acquisition of intellectual properties,
the purchase price of approximately CAD$562,500 will be satisfied
by Northcore by way of issuing 4,500,000 common shares at $0.125
per share, the closing market price as at the acquisition date,
subject to the approval of the Toronto Stock Exchange

"This acquisition is highly strategic for Northcore," said Amit
Monga, CEO of Northcore Technologies.  "The explosive growth in
the Group Purchase space has been followed by a significant amount
of tumult, with clients and investors frantically seeking the next
evolution of the model.  With this acquisition, Northcore has
gained sole ownership of the intellectual property surrounding
some of the most novel and exciting developments in social
commerce.  We expect this purchase to form the basis of a series
of patent filings that will further buttress our existing
holdings.  When I joined Northcore, I promised the stakeholders
bold moves and resolute execution against goals.  As we move
towards the close of fiscal 2011 with a much stronger balance
sheet and a strategic, IP accretive acquisition, I believe we are
making important, steady progress in this regard."

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company also reported a net loss and comprehensive loss of
C$3.27 million on C$573,000 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss and comprehensive loss of
C$2.35 million on C$406,000 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


NUTRITION 21: Completed Sale of Assets to Purchaser on Nov. 22
--------------------------------------------------------------
On Nov. 18, 2011, the U.S. Bankruptcy Court for the Southern
District of New York entered an order granting the motion of
Nutrition 21, Inc., et al., to approve the sale of substantially
all of the Debtors' assets to Nutrition 21 Acquisition Holding,
LLC, including the assumption and assignment by Nutrition 21, LLC,
of that certain License and Supply Agreement between Probioferm,
LLC, Probiohealth, LLC, and Nutrition 21, LLC, dated as of Aug. 6,
2009 (as amended from time to time).

On Nov. 22, 2011, the Debtors completed the Sale as contemplated
by the Amended Asset Sale Agreement, whereupon the Purchaser
acquired all of the rights, title and interests in and to
substantially all of the Debtors' assets, including, without
limitation, the "Nutrition 21" trade name.

Pursuant to the terms of the Amended Asset Sale Agreement, the
purchase price is $7,449,008.  The purchase price remains subject
to potential post-closing adjustment, as set forth in the Amended
Asset Sale Agreement.  The Sale proceeds will be used to satisfy
the administrative expenses of the Debtors' estates and claims of
the Debtors' creditors in the manner approved by the Bankruptcy
Court.

A copy of the Amended Asset Sale Agreement is available for free
at http://is.gd/USVw7L

                        About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on
Aug. 26, 2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq.,
at Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

The Company entered into a Plan Support Agreement, dated as of
Aug. 26, 2011, with holders of approximately 90% of the Company's
outstanding Series J Preferred Stock.  The holders of Series J
Preferred Stock that are parties to the Plan Support Agreement
have agreed, subject to certain conditions, to vote in favor of a
plan of reorganization to be proposed by the Company in respect of
the Bankruptcy Case, so long as that plan is consistent with the
term sheet attached to the Plan Support Agreement setting forth
material terms of a potential plan of reorganization.  The Plan
Term Sheet generally contemplates that the Debtors' assets will be
sold or liquidated and distributed to holders of claims and equity
interests in accordance with the statutory distribution and
priority scheme established by the Bankruptcy Code.  The Plan Term
Sheet further contemplates that holders of the Company's common
stock will receive interests in a liquidating trust entitling such
holders to distributions only after holders of the Series J
Preferred Stock have been paid in full.  The Company believes that
cash distributions on account of the Company's common stock are
unlikely.

On Nov.  1, 2011, the Company completed the auction of
substantially all of its assets pursuant to the Court-approved
bidding procedures.  The Company selected N21 Acquisition Holding,
LLC, as having submitted the highest and best bid at the Auction.
Accordingly, the Company, Nutrition 21, LLC, and the Purchaser
entered into an Amended and Restated Asset Purchase and Sale
Agreement, dated as of Nov. 1, 2011, amending and restating the
Original Asset Sale Agreement.

The Amended Asset Sale Agreement provides that the Purchaser will
purchase substantially all of the assets of the Debtors under
section 363 of the Bankruptcy Code and will assume certain of the
Debtors' obligations associated with the purchased assets.
Pursuant to the terms of the Amended Asset Sale Agreement, the
purchase price is $7,449,008.  The purchase price remains subject
to potential post-closing adjustment, as set forth in the Amended
Asset Sale Agreement.

At a hearing on Nov. 3, 2011, the Bankruptcy Court approved the
Sale, but reserved a decision on the assumption and assignment by
N21 LLC of that certain License and Supply Agreement between
Probioferm, LLC, Probiohealth, LLC, and N21 LLC dated as of
Aug.  6, 2009 (as amended from time to time).


NUTRITION 21: Now Known as NXXI Inc; Amends Art. of Incorporation
-----------------------------------------------------------------
On Nov. 23, 2011, Nutrition 21, Inc., changed its name to "NXXI
Inc." by filing with the Secretary of State of the State of New
York an amendment to its Certificate of Incorporation, and
Nutrition 21, LLC, changed its name to "NXXI SUB LLC" by filing
with the Secretary of State of the State of New York an amendment
to its Articles of Organization.

A copy of the amendment to the Company's Certificate of
Incorporation is available for free at http://is.gd/pwrXuW

A copy of the amendment to Nutrition 21, LLC's Articles of
Organization is available for free at http://is.gd/kGJZiG

                        About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on
Aug. 26, 2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq.,
at Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

The Company entered into a Plan Support Agreement, dated as of
Aug. 26, 2011, with holders of approximately 90% of the Company's
outstanding Series J Preferred Stock.  The holders of Series J
Preferred Stock that are parties to the Plan Support Agreement
have agreed, subject to certain conditions, to vote in favor of a
plan of reorganization to be proposed by the Company in respect of
the Bankruptcy Case, so long as that plan is consistent with the
term sheet attached to the Plan Support Agreement setting forth
material terms of a potential plan of reorganization.  The Plan
Term Sheet generally contemplates that the Debtors' assets will be
sold or liquidated and distributed to holders of claims and equity
interests in accordance with the statutory distribution and
priority scheme established by the Bankruptcy Code.  The Plan Term
Sheet further contemplates that holders of the Company's common
stock will receive interests in a liquidating trust entitling such
holders to distributions only after holders of the Series J
Preferred Stock have been paid in full.  The Company believes that
cash distributions on account of the Company's common stock are
unlikely.

On Nov.  1, 2011, the Company completed the auction of
substantially all of its assets pursuant to the Court-approved
bidding procedures.  The Company selected N21 Acquisition Holding,
LLC, as having submitted the highest and best bid at the Auction.
Accordingly, the Company, Nutrition 21, LLC, and the Purchaser
entered into an Amended and Restated Asset Purchase and Sale
Agreement, dated as of Nov. 1, 2011, amending and restating the
Original Asset Sale Agreement.

The Amended Asset Sale Agreement provides that the Purchaser will
purchase substantially all of the assets of the Debtors under
section 363 of the Bankruptcy Code and will assume certain of the
Debtors' obligations associated with the purchased assets.
Pursuant to the terms of the Amended Asset Sale Agreement, the
purchase price is $7,449,008.  The purchase price remains subject
to potential post-closing adjustment, as set forth in the Amended
Asset Sale Agreement.

At a hearing on Nov. 3, 2011, the Bankruptcy Court approved the
Sale, but reserved a decision on the assumption and assignment by
N21 LLC of that certain License and Supply Agreement between
Probioferm, LLC, Probiohealth, LLC, and N21 LLC dated as of
Aug.  6, 2009 (as amended from time to time).


NUTRITION 21: Court Sets Dec. 22 Plan Confirmation Hearing
----------------------------------------------------------
On Nov. 21, 2011, Nutrition 21, Inc., et al., filed with the U.S.
Bankruptcy Court for the Southern District of New York a First
Amended Joint Chapter 11 Plan and a related amended disclosure
statement pursuant to section 1125 of the Bankruptcy Code.  The
Plan is a liquidating plan of reorganization that is intended to
reflect the terms of the Plan Support Agreement, dated as of
Aug. 26, 2011, entered into by the Company and holders of
approximately 90% of the Company's outstanding Series J Preferred
Stock.  The Plan provides for a distribution of the Sale proceeds
to be received from Nutrition 21 Acquisition Holding, LLC, and the
cancellation of all classes of preferred and common stock of the
Company.  The Plan does not provide for a vote on confirmation by
holders of the Company's common stock, as the Company's common
stockholders are not receiving or retaining any assets under the
Plan.

On Nov. 21, 2011, the Bankruptcy Court conditionally approved the
adequacy of information in the Disclosure Statement and authorized
the Debtors to send the Disclosure Statement, the Plan and ballots
to claim holders and equity holders entitled to vote on the Plan.
As set forth in the Disclosure Statement, to be counted, votes of
claim holders or equity holders entitled to vote on the Plan must
be received by counsel for the Debtors no later than 4:00 P.M.
Eastern time on Dec. 16, 2011.

The Plan is subject to confirmation, and the Disclosure Statement
is subject to final approval, by the Bankruptcy Court.  The
Bankruptcy Court is scheduled to hold a hearing to consider such
confirmation and approval on Dec. 22, 2011.

A copy of the Plan is available for free at http://is.gd/d8Qgrx

A copy of the Amended Disclosure Statement is available for free
at http://is.gd/GWbzvz

                        About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on
Aug. 26, 2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq.,
at Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

The Company entered into a Plan Support Agreement, dated as of
Aug. 26, 2011, with holders of approximately 90% of the Company's
outstanding Series J Preferred Stock.  The holders of Series J
Preferred Stock that are parties to the Plan Support Agreement
have agreed, subject to certain conditions, to vote in favor of a
plan of reorganization to be proposed by the Company in respect of
the Bankruptcy Case, so long as that plan is consistent with the
term sheet attached to the Plan Support Agreement setting forth
material terms of a potential plan of reorganization.  The Plan
Term Sheet generally contemplates that the Debtors' assets will be
sold or liquidated and distributed to holders of claims and equity
interests in accordance with the statutory distribution and
priority scheme established by the Bankruptcy Code.  The Plan Term
Sheet further contemplates that holders of the Company's common
stock will receive interests in a liquidating trust entitling such
holders to distributions only after holders of the Series J
Preferred Stock have been paid in full.  The Company believes that
cash distributions on account of the Company's common stock are
unlikely.

On Nov.  1, 2011, the Company completed the auction of
substantially all of its assets pursuant to the Court-approved
bidding procedures.  The Company selected N21 Acquisition Holding,
LLC, as having submitted the highest and best bid at the Auction.
Accordingly, the Company, Nutrition 21, LLC, and the Purchaser
entered into an Amended and Restated Asset Purchase and Sale
Agreement, dated as of Nov. 1, 2011, amending and restating the
Original Asset Sale Agreement.

The Amended Asset Sale Agreement provides that the Purchaser will
purchase substantially all of the assets of the Debtors under
section 363 of the Bankruptcy Code and will assume certain of the
Debtors' obligations associated with the purchased assets.
Pursuant to the terms of the Amended Asset Sale Agreement, the
purchase price is $7,449,008.  The purchase price remains subject
to potential post-closing adjustment, as set forth in the Amended
Asset Sale Agreement.

At a hearing on Nov. 3, 2011, the Bankruptcy Court approved the
Sale, but reserved a decision on the assumption and assignment by
N21 LLC of that certain License and Supply Agreement between
Probioferm, LLC, Probiohealth, LLC, and N21 LLC dated as of
Aug.  6, 2009 (as amended from time to time).


OCEAN PLACE: AFP 104 Files Outline for Amended Liquidating Plan
---------------------------------------------------------------
Secured creditor AFP 104 Corp. filed on Nov. 15, 2011, a
Disclosure Statement for its proposed First Amended Plan of
Liquidation for Ocean Place Development, LLC.  As reported in the
TCR on Sept. 7, 2011, the U.S. Bankruptcy Court for the District
of New Jersey terminated the Debtor's exclusive periods within
which to file a Chapter 11 plan and to solicit acceptances to that
plan.

The disclosure statement has not been approved by the Bankruptcy
Court.  Once approved, AFP will seek approval of its Plan at a
confirmation hearing on Jan. 18, 2012.

The Plan contemplates the sale of substantially all the Debtor's
Assets to a Purchaser, which will be the party that submits the
highest and best offer for the Debtor's assets at an Auction to be
conducted after the Confirmation Date.

Although substantially all of the Debtor's Assets will be sold to
the Purchaser through the Sale, the Avoidance Actions, a Cash
payment of $600,000, and any proceeds from the Sale in excess of
AFP's Secured Claim will be transferred to a Liquidating Trust for
the purpose of, among other things, liquidating the Assets of the
Liquidating Trust and making Distributions to the Debtor's
Unsecured Creditors.

The key terms of the Plan are summarized below:

1) AFP will be granted an Allowed Secured Claim in the amount of
the lesser of (i) the Purchase Price paid by the Purchaser or (ii)
the amount asserted by AFP in its Proof of Claim.

If AFP is the eventual Purchaser at the Sale, AFP will receive
under the Plan in full and final satisfaction of its Secured
Claim, the AFP Collateral, except for: (i) Cash Collateral in an
amount sufficient to fund the Unsecured Creditor Carveout
(i.e., $600,000) and (ii) Avoidance Actions.

If AFP is not the eventual Purchaser at the Sale, AFP will receive
Cash on the Effective Date in the amount of the AFP Secured Claim
in full and final satisfaction of the AFP Secured Claim.

2) That portion of the AFP Claim (if any) that exceeds the amount
of the AFP Secured Claim (i.e., the AFP Deficiency Claim) will l
be deemed an Allowed Unsecured Claim and will be included within
Class 3 under the Plan, provided, however, that AFP will not
receive any Distribution from the Liquidating Trust on account of
its AFP Deficiency Claim, thereby not diluting the Distributions
to Holders of Allowed Unsecured Claims.

3) Holders of Allowed Other Secured Claims (if any) will receive
in full and final satisfaction of their Allowed Other Secured
Claims any Collateral upon which Holders of Allowed Other Secured
Claims hold valid first priority Liens.

4) A Liquidating Trust, which will be administered by the
Liquidating Trustee, will be established under the Plan for the
benefit of Holders of Class 3 Unsecured Claims.

5) The Plan proposes to reclassify the Other Equity Claims, which
were filed in the Bankruptcy Case as unsecured Claims, as Equity
Interests.  Assuming that the Sale does not generate sale proceeds
in excess of the amount needed to pay Class 3 Unsecured Claims in
full, Holders of Equity Interests and Other Equity Claims in Class
4 will not receive any Distributions under the Plan.

AFP will guarantee the payment of Allowed Administrative Expenses
of the Estate in the eventuality that the Plan is confirmed by the
Bankruptcy Court but the Effective Date of the Plan fails to
occur.

The Plan designates 3 Classes of Claims and 1 Class of Interests:

        Class 1. AFP Secured Claim
        Class 2. Other Secured Claim
        Class 3. Unsecured Claims
        Class 4. Equity Interests and Other Equity Claims

Under the Plan, only Holders of claims in Classes 1 and 3 are
impaired by the Plan and entitled to vote to accept or reject the
Plan.  Claims in Class 2 are unimpaired by the Plan and the
Holders thereof are conclusively presumed to have accepted the
Plan.  Claims and Equity Interests in Class 4 are not receiving
any property under the Plan, and therefore, are presumed by
the Bankruptcy Code to have rejected the Plan.

A copy of the Disclosure Statement for the First Amended Plan of
Liquidation proposed by AFP 104 Corp. is available for free at:

          http://bankrupt.com/misc/oceanplace.dkt333.pdf

                  About Ocean Place Development

Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey.  The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities.  It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.

Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011.  Kenneth Rosen, Esq., John K.
Sherwood, Esq., and Wojciech F. Jung, Esq., at Lowenstein Sandler,
in Roseland, N.J., serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $50 million to
$100 million.

As of the petition date, the Debtor owed $57,245,372 to AFP 104
Corp. pursuant to a Loan Agreement dated April 25, 2006, as
amended from time to time, entered into by and between the Debtor
as borrower and Barclays Capital Real Estate Inc. as lender.

Joseph L. Schwartz, Esq., and Kevin J. Larner, Esq., at Riker,
Danzig, Scherer, Hyland & Perretti LLP, in Morristown, New Jersey,
represents AFP 104 as counsel.


OPTI CANADA: Confirms Closing of Acquisition of CNOOC Limited
-------------------------------------------------------------
OPTI Canada Inc. announced Monday the the closing of its
acquisition by CNOOC Luxembourg S.a r.l, an indirect wholly-owned
subsidiary of CNOOC Limited.  Pursuant to the Acquisition,
indirect wholly-owned subsidiaries of CNOOC Limited have acquired
OPTI's Second Lien Notes and all of the outstanding shares of
OPTI. T he Acquisition was effected by way of a plan of
arrangement through OPTI's concurrent proceedings under the
Companies' Creditors Arrangement Act (the "CCAA") and the Canada
Business Corporations Act.

The total value of the Acquisition is approximately
US$2.1 billion, which includes net consideration of
US$1.179 billion payable to holders of OPTI's Second Lien Notes,
US$37.5 million payable to backstop parties, US$34 million payable
to former shareholders and the assumption of US$825 million First
Lien Notes.

Scotia Waterous Inc. and TD Securities Inc. acted as financial
advisors to OPTI on the Acquisition and Macleod Dixon LLP acted as
legal advisor to OPTI.

                        About OPTI Canada

OPTI Canada Inc. (TSXV: OPC) -- http://www.opticanada.com/-- is a
Calgary, Alberta-based company focused on developing major oil
sands projects in Canada.  Its first project, the Long Lake
Project, has a design capacity for 72,000 barrels per day (bbl/d),
on a 100 percent basis, of SAGD (steam assisted gravity drainage)
oil production integrated with an upgrading facility.  The
Upgrader uses the Company's  proprietary OrCrude(TM) process,
combined with commercially available hydrocracking and
gasification.  Through gasification, this configuration
substantially reduces the exposure to and the need to purchase
natural gas.  On a 100 percent basis, the Project is designed to
produce up to 58,500 bbl/d of products, primarily 39 degree API
Premium Sweet Crude (PSC(TM)).  Due to its premium
characteristics, the Company expects PSC(TM) to sell at a price
similar to West Texas Intermediate (WTI) crude oil.  The Long Lake
Project is a joint venture between OPTI and Nexen Inc.  OPTI holds
a 35 percent working interest in the joint venture.  Nexen is the
sole operator of the Project.

The Company's balance sheet at Sept. 30, 2011, showed
C$3.98 billion in total assets, $3.23 billion in total liabilities
and C$749.16 million in total equity.

On July 13, 2011, the Company announced that it had commenced a
creditor protection proceeding (the CCAA Proceeding) in the Court
under the CCAA.  The transaction will be effected by way of a plan
of reorganization, compromise and arrangement (the Master Plan)
through concurrent proceedings under the Companies' Creditors
Arrangement Act (the CCAA) and the Canada Business Corporations
Act (the CBCA).


OPTI CANADA: To Redeem First Lien Notes on Dec. 28
--------------------------------------------------
OPTI Canada Inc. announced Monday that it will redeem on Dec. 28,
2011 all of its outstanding first lien senior secured notes (the
"First Lien Notes") at a price equal to 102% of the principal
amount of the First Lien Notes plus accrued and unpaid interest to
the date of redemption, pursuant to the indentures governing the
First Lien Notes.

The First Lien Notes consist of US$525,000,000 principal amount of
9% First Lien Notes due 2012 and US$300,000,000 principal amount
of 9.75% First Lien Notes due 2013.

                        About OPTI Canada

OPTI Canada Inc. (TSXV: OPC) -- http://www.opticanada.com/-- is a
Calgary, Alberta-based company focused on developing major oil
sands projects in Canada.  Its first project, the Long Lake
Project, has a design capacity for 72,000 barrels per day (bbl/d),
on a 100 percent basis, of SAGD (steam assisted gravity drainage)
oil production integrated with an upgrading facility.  The
Upgrader uses the Company's  proprietary OrCrude(TM) process,
combined with commercially available hydrocracking and
gasification.  Through gasification, this configuration
substantially reduces the exposure to and the need to purchase
natural gas.  On a 100 percent basis, the Project is designed to
produce up to 58,500 bbl/d of products, primarily 39 degree API
Premium Sweet Crude (PSC(TM)).  Due to its premium
characteristics, the Company expects PSC(TM) to sell at a price
similar to West Texas Intermediate (WTI) crude oil.  The Long Lake
Project is a joint venture between OPTI and Nexen Inc.  OPTI holds
a 35 percent working interest in the joint venture.  Nexen is the
sole operator of the Project.

The Company's balance sheet at Sept. 30, 2011, showed
C$3.98 billion in total assets, $3.23 billion in total liabilities
and C$749.16 million in total equity.

On July 13, 2011, the Company announced that it had commenced a
creditor protection proceeding (the CCAA Proceeding) in the Court
under the CCAA.  The transaction will be effected by way of a plan
of reorganization, compromise and arrangement (the Master Plan)
through concurrent proceedings under the Companies' Creditors
Arrangement Act (the CCAA) and the Canada Business Corporations
Act (the CBCA).


PARKER EXCAVATING: Awarded $1.4MM Damages in Suit v. Castle Rock
----------------------------------------------------------------
In the lawsuit, PARKER EXCAVATING, INC., v. CASTLE ROCK
CONSTRUCTION COMPANY OF COLORADO, LLC and SAFECO INSURANCE COMPANY
OF AMERICA, INC., Adv. Proc. No. 08-01793 (Bankr. D. Colo.),
Bankruptcy Judge Michael E. Romero awarded Parker Excavating
$814,545 in damages on the Alamosa Project, plus $258,100 in
prejudgment interest, with postjudgment interest accruing from May
19, 2011, at the rate of 8%, compounded annually pursuant to COLO.
REV. STAT. Sec. 5-12-102.  Parker Excavating is also awarded
$228,806 in damages on the William White Project, plus $103,332 in
prejudgment interest, with postjudgment interest accruing from May
19, 2011, at the rate of 15% pursuant to COLO. REV. STAT. Sec. 24-
91-103.  Parker Excavating, Inc. is also awarded costs for
$22,928.  A copy of the Court's Nov. 28, 2011 Order is available
at http://is.gd/NP6JHSfrom Leagle.com.

Pueblo, Colorado-based Parker Excavating Inc. filed for Chapter 11
protection on July 2, 2008 (Bankr. D. Colo. Case Nos. 08-19552).
Lee M. Kutner, Esq. represents the Debtors in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated liabilities of $1 million to $10 million.  Its
assets were not disclosed.


PENSON WORLDWIDE: Moody's Downgrades CFR to Caa1; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Senior Secured Ratings of Penson Worldwide, Inc. to Caa1 from
B2 (RUR). The outlook is stable.

RATINGS RATIONALE

The rating action reflects Moody's view that Penson's core
operating profitability will continue to be challenged by a slump
in trading volumes, margin compression, and the burden of high
interest service costs associated with increased leverage from
several prior acquisitions. This has challenged the company's
ability to service its debt unless it succeeds in a number of
initiatives.

"Penson's success in executing on strategic asset sales of its
Australian, UK, and Canadian broker dealer subsidiaries to
generate cash in the short term will be critical in determining
whether the company will be able to service its debt obligations
over the next several quarters," said Al Bush, Moody's senior
analyst.

Moody's noted that while Penson faces significant execution risk
in the sale of its non-US broker dealer subsidiaries and reducing
infrastructure costs, the company has had good success thus far in
executing several key planned initiatives to improve the company's
profitability. Moody's cites Penson's success in combining its
broker dealer and Futures Commission Merchant subsidiaries to
free-up capital and costs and the company's recent announcement of
a definitive agreement with BNY Mellon to acquire Penson's
Australian subsidiary, Penson Financial Services Pty LTD.

The last rating action on Penson was on August 5, 2011 when the
Corporate Family Rating and Senior Secured rating was downgraded
to B2 from B1, with the rating remaining under review for further
possible downgrade.

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


PHILADELPHIA ORCHESTRA: Judge OKs Turn Over Pension Plan
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that the Philadelphia Orchestra
Association got clearance to turn over its revenue-draining
pension promises to a federal agency, relieving a financial burden
for the music association that's trying to restructure its
business under Chapter 11 bankruptcy protection.

                    About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras. Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case. The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor. Curley, Hessinger & Johnsrud serves as its
special counsel. Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.


PHILLIPS RENTAL: Hires Bearfield & Associates as Special Counsel
----------------------------------------------------------------
Phillips Rental Properties, LLC asks permission from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to employ
Bearfield & Associates as special counsel.

Upon retention, the firm will, among other things:

   1. continue to handle the following litigation which was
     commenced prior to Bankruptcy, the resolution of which is
     required to further the Debtor's efforts to reorganize:

     A. Arthur R. Roberts v. Gary Phillips Construction, LLC, et
     al, Civil Action No. 27592 in the Circuit Court for the First
     Judicial District at Jonesborough, Tennessee;

     B. Probuild Company, LLC v. Gary Phillips Construction, LLC,
     et al, Civil Action No. B0022509(M) in the Chancery Court for
     Sullivan County, Tennessee;

     C. Probuild Company, LLC v. Gary Phillips Construction, LLC,
     et al, Civil Action No. 27492 in the Chancery Court for
     Carter County, Tennessee;

     D. Probuild Company, LLC v. Gary Phillips Construction, LLC,
     et al, Civil Action No. 40158, in the Chancery Court for the
     First Judicial District of Tennessee at Jonesborough,
     Tennessee;

   2. investigate such possible causes of action and pursue same,
      if warranted, arising out of contracts and other business
      relationships between Debtor and third parties prior to and
      leading up to Bankruptcy, as is agreed to in writing by
      the Debtor and Bearfield & Associates; and

   3. assist and undertake representation on its behalf concerning
      any contested adversarial matter necessary to effectuate
      the DIP's Chapter 11 reorganization, as is agreed to in
      writing by DIP and Bearfield & Associates.

Bearfield & Associates is not disinterested because it has
represented the Debtor in the past and some creditors of the
Debtor.  However, Law firm is not disqualified for employment as
special counsel by Applicant pursuant to 11 U.S.C.A. Sec. 327(e)
because of its status because, as appears from the Affidavits of
Rick J. Bearfield  and Jason B. Shorter, attorneys at Bearfield &
Associates, the law firm does not represent or hold any interest
adverse to the Debtor or its estate with respect to the special
matters upon which such firm is to be employed.

The firm's rates are:

          Personnel               Rates
          ---------               ------
          Rick J. Bearfield        $225
          Jason B. Shorter         $150
          Other Associates       $125-$150
          Paralegals                $85

                 About Phillips Rental Properties

Piney Flats, Tennessee-based Phillips Rental Properties, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's bankruptcy counsel.  According to its schedules, the
Debtor disclosed $13,499,682 in total assets and $9,650,892 in
total liabilities.  No unsecured creditors committee has been
appointed in the case.


QUALITY PROPERTIES: Bankr. Court to Hear Mechanics' Lien Suits
--------------------------------------------------------------
Various adversary proceedings, in which Quality Properties LLC,
was named as a defendant, were originally commenced as civil
actions in either the Shelby County, Alabama Circuit or the U.S.
District Court for the Northern District of Alabama, and were
removed to the Bankruptcy Court by the Debtor pursuant to 28
U.S.C. Sections 1334 and 1452(a):

     (1) AP 10-40118 Roof Curb Systems, LLC v. Debtor and Pine
         Apple Conveyor Service, Inc.;

     (2) AP 10-40119 Universal Door Systems, Inc. v. Pine Apple;
         Marvin's, Inc.; Debtor; Mark Monk; and First National
         Bank of Talladega;

     (3) AP 10-40120 Building Materials Wholesale, Inc. v. Pine
         Apple; Ted L. Monk, Ava B. Monk, Debtor; and FNBT;

     (4) AP 10-40121 Shelby Concrete Co., Inc. v. Pine Apple; Ted
         L. Monk; Ava B. Monk; Debtor; and FNBT;

     (5) AP 10-40122 The Sherwin-Williams Co. v. Pine Apple;
         Debtor; and FNBT;

     (6) AP 10-40123 Construction Materials, Inc. v. Pine Apple;
         Ted L. Monk; Mark Monk; Debtor; Marvin's, Inc.; and FNBT;
         and

     (7) AP 10-40124 Pine Apple v. Debtor and FNBT.

All the plaintiffs in the Removed APs made monetary demands for
amounts they alleged were due for labor and materials provided for
the construction of a Marvin's Building Materials & Home Center
Store, which is owned by the Debtor.  Those same plaintiffs
claimed mechanics' liens against the Project.  Pine Apple alleged
it was the general contractor for the Project, and the other
plaintiffs alleged they were subcontractors.  First National Bank
of Talladega made a loan to the Debtor to finance the construction
of the Project, and that loan is allegedly secured by a mortgage
against the Project.  Because of common questions of law and fact,
the Removed APs were consolidated in, QUALITY PROPERTIES, LLC, v.
PINE APPLE CONVEYOR SERVICE, INC. et al., AP No. 10-40132 (Bankr.
N.D. Ala.).  The Debtor seeks a determination of the validity and
extent of the several mechanics' liens and of FNBT's mortgage, as
well as their respective priorities, all of which allegedly
encumber the Project.

Some of the subcontractor-plaintiffs named Mark Monk, Ted L. Monk
and/or Ava B. Monk as defendants in their complaints because one
or more of the Monks allegedly guaranteed Pine Apple's obligation
to pay those subcontractors.  Marvin's was apparently named as a
defendant by some of the subcontractor-plaintiffs because Marvin's
has an interest in the Project as lessee.

In a Nov. 29, 2011 Opinion and Order, available at
http://is.gd/Q8HOnlfrom Leagle.com, Bankruptcy Judge James J.
Robinson ruled that the causes of action in the removed adversary
proceedings and consolidated adversary proceeding -- with the
exception of the claims asserted against the Monks -- are core
proceedings under 28 U.S.C. Sec. 157(b)(2) and further found that
there are no constitutional limitations that prohibit the
Bankruptcy Court from exercising jurisdiction over the
proceedings.  Moreover, with the exception of the claims asserted
against the Monks, there are no convincing grounds for abstention
and remand to the State Courts.  Accordingly, the motions and
requests to abstain or remand made by Pine Apple and Construction
Materials are denied.  Inasmuch as the Monks are neither debtors
nor creditors in the case, and they apparently claim no interest
in the Project or other property of the estate, the causes of
action asserted against them in Removed APs 10-40119, 10-40120,
10-40121 and 10-40123 are remanded to the Circuit Court of Shelby
County, Alabama.

Albertville, Alabama-based Quality Properties, LLC, filed for
Chapter 11 bankruptcy (Bankr. N.D. Ala. Case No. 10-42783) on
Oct. 1, 2010.  Harry P. Long, Esq., in Anniston, Alabama,
serves as bankruptcy counsel.  It scheduled assets of $6,255,000
and debts of $6,932,388.


RAIN CII: S&P Lifts Corp. Credit Rating to 'BB-'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on U.S.-based calcined petroleum coke (CPC) producer
Rain CII Carbon LLC (RCCL) to 'BB-' from 'B+'.  The outlook is
stable.

"At the same time, we raised the issue rating on the company's
senior secured notes to 'BB' from 'BB-'.  We also affirmed the
recovery rating on the notes at '2'," S&P said.

"We raised the rating on RCCL because we expect the company's
operating performance to remain strong in fiscal 2012, after a
likely better-than-expected performance this year," said Standard
& Poor's credit analyst Vishal Kulkarni.  "Our view is based on
the likelihood of healthy demand for CPC due to steady aluminum
production volumes."

"We expect RCCL's capacity utilization to be stable at about 70%
over the next two years.  The company's financial performance is
likely to remain commensurate with the 'BB-' rating.  While RCCL's
operating performance should be strong in fiscal 2012, its margins
could be lower than in 2010 due to weak macroeconomic conditions
and a drop in CPC demand. Nevertheless, we do not expect RCCL's
aggressive financial risk profile to substantially deteriorate
because of the margin deterioration," S&P said.

"We expect RCCL's debt to be stable at $420 million over the next
two years. We estimate the ratio of debt to EBITDA to be less than
3.0x and the ratio of funds from operations (FFO) to debt to be
about 25% over the same period. RCCL is investing in a waste heat
recovery project that is likely to come on-stream in the last
quarter of 2012. We expect this new facility to generate $10
million EBITDA a year from 2013. RCCL has deferred its earlier
plan of setting up a second waste heat recovery project due to
currently weak electricity demand. The company is also evaluating
the government benefits for such projects.

The lowering of capital expenditure due to the deferral will
benefit RCCL's cash flow and liquidity," S&P said.

"The stable outlook on RCCL reflects our expectation that the
company's operating and financial performance will remain strong
over the next 18-24 months," said Mr. Kulkarni.

"We are unlikely to raise the ratings in the next year. We may,
however, raise the rating if: (1) RCCL's competitive position
strengthens with improved size and scope, better market position,
and increased diversity in its suppliers and revenues; (2)
industry conditions and CPC demand get better; and (3) RCCL's
financial risk profile improves such that its ratio of debt to
EBITDA and its debt-to-capital ratio are less than 2.5x and less
than 45% on a sustainable basis," S&P said.

"We may lower the rating if RCCL is unable to sustain the
improvement in its operating performance or its financial
performance weakens. A downward rating trigger is a ratio of
adjusted debt to EBITDA of more than 3.5x on a sustained basis,"
S&P said.


REAL MEX: Aims to Dole Out Bonuses Tied to Sale
-----------------------------------------------
Dow Jones' DBR Small Cap reports that Real Mex Restaurants Inc. is
looking to dole out up to about $3 million in bonuses to employees
trying to cook up a sale of the company's Mexican restaurant
chain.

                          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.


SAVE GEMINI: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Save Gemini House LTD
        2921 Roosevelt Street
        Carlsbad, CA 92008
        Tel: (760)434-2100

Bankruptcy Case No.: 11-19189

Chapter 11 Petition Date: November 28, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Samuel Kelsall, V, Esq.
                  KELSALL & ASSOCIATES PC
                  2921 Roosevelt Street
                  Carlsbad, CA 92008
                  Tel: (760) 434-2100
                  E-mail: skelsall@kelsall-associates.com

Scheduled Assets: $1,457,828

Scheduled Debts: $565,491

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/casb11-19189.pdf

The petition was signed by Samuel Kelsall, trustee.


SAAB AUTOMOBILE: UK Distributor Files for Administration in London
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Swedish Automobile
N.V., owner of Swedish car maker Saab Automobile AB, said Tuesday
that Saab Great Britain Ltd, a U.K. dealership, had filed for
administration with the High Court in London.

                     About Saab Automobile

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.

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.


SEAT PAGINE: Restructuring Approved by Subordinated Debt Holders
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Italian
directories publisher Seat Pagine Gialle SpA obtained consent from
75% of its subordinated bondholders on its debt restructuring,
said a person familiar with the situation said.

Meanwhile, according to Dow Jones, a "failure to pay" credit event
on Seat Pagine Gialle SpA credit default swaps appears more likely
following the company's failure to pay a coupon falling due
Wednesday, market participants said.

                     About Seat Pagine Gialle

Seat Pagine Gialle SpA (PG IM) -- http://www.seat.it/-- is an
Italy-based company that operates multimedia platform for
assisting in the development of business contacts between users
and advertisers.  It is active in the sector of multimedia
profiled advertising, offering print-voice-online directories,
products for the Internet and for satellite and ortophotometric
navigation, and communication services such as one-to-one
marketing.  Its products include EuroPages, PgineBianche,
Tuttocitta and EuroCompass, among others.  Its activity is
divided into four divisions: Directories Italia, operating
through, Seat Pagine Gialle; Directories UK, through TDL
Infomedia Ltd. and its subsidiary Thomson Directories Ltd.;
Directory Assistance, through Telegate AG, Telegate Italia Srl,
11881 Nueva Informacion Telefonica SAU, Telegate 118 000 Sarl,
Telegate Media AG and Prontoseat Srl, and Other Activitites
division, through Consodata SpA, Cipi SpA, Europages SA, Wer
liefert was GmbH and Katalog Yayin ve Tanitim Hizmetleri AS.

                         *     *     *

As reported by the Troubled Company Reporter-Europe on Nov. 4,
2011, Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Italy-based international publisher of
classified directories SEAT Pagine Gialle SpA to 'CC' from
'CCC+'.  S&P said that the outlook is negative.


SENECA GAMING: Moody's Lowers Corporate Family Rating to 'B2'
-------------------------------------------------------------
Moody's Investors Service lowered Seneca Gaming Corporation's
Corporate Family Rating ("CFR") and Probability of Default rating
to B2 from B1 and the rating of its $325 million senior unsecured
notes due 2018 to B2 from B1. Moody's also affirmed the company's
SGL-3 speculative grade liquidity rating. The rating outlook
remains negative.

The rating action is:

Ratings lowered:

Corporate Family Rating -- to B2 from B1

Probability of Default Rating -- to B2 from B1

$325 million senior unsecured notes due 2018 -- to B2 (LGD4, 55%)
from B1 (LGD4, 55%)

Rating affirmed:

Speculative Grade Liquidity Rating - SGL-3

RATINGS RATIONALE

The rating action reflects the continued uncertainties surrounding
the unresolved Gaming Compact dispute with the State of New York
and ongoing IRS and NIGC reviews and the risk that these
uncertainties could rise materially in the near to medium term.
Moody's notes the lack of meaningful progress made to date in
settling the Compact dispute between the Seneca Nation ("Nation")-
owner of SGC's casino operation- and New York State with regard to
exclusivity fees. Moody's views the recent announcement by the
Nation to seek expedited arbitration to resolve the issue after
more than one-year of unsuccessful negotiations with the State as
a major setback and expects a formal arbitration process will
likely commence in the near term.

The downside risk to the Nation and SGC from the arbitration
decision is partially mitigated by the fact that SGC has continued
to pay the full exclusivity fees to the Nation and that the
amounts otherwise due (more than $300 million to date, which will
continue to grow) have been reserved by the Nation. However, it is
difficult for Moody's to completely rule out the possibility that
the gaming compact could be terminated either by a final
arbitration decision or by the State subject to certain
conditions. In the extreme event that the Compact is terminated,
such action could have a material adverse effect on SGC's ability
to operate Class III gaming activities in New York State.

Moody's recognizes SGC's overall solid operating performance in
the past year despite the rising competition from Pennsylvania and
still weak economic conditions in Western New York, partly thanks
to its robust revenue growth at Niagara Falls and Buffalo Creek
casinos that more than offset the weak results in Allegany
facility. Moody's also expects SGC to maintain stable revenue and
earnings in the coming year even with new competition rising
further in 2012 when large casinos are scheduled to open in Ohio.
In addition, SGC's debt/EBITDA is expected to decline further to
well below 4.0x partly due to term loan amortization and its
liquidity position to remain adequate in the next 12 months.
"However, rising uncertainties from the Compact dispute, in
Moody's view, have outweighed the otherwise good operating
performance, hence a lower rating at B2 is more consistent with
SGC's current risk profile," commented Moody's lead analyst, John
Zhao.

The negative rating outlook contemplates the negotiated and
political nature of the Compact settlement process, as well as the
uncertainties as to its timing and future outcome. The outlook
also considers the continued uncertainties surrounding the
Internal Revenue Service's ("IRS") pending review of the Nation
and a review by the National Indian Gaming Commission ("NIGC")
ongoing since 2007.

Ratings could be downgraded if the risk of an adverse development
or unfavorable outcome arising from resolution of the Compact
dispute and/or arbitration process that could impair SGC's gaming
operations and debt service capability were to increase.
Separately, ratings could be lowered if debt/EBITDA were to
increase significantly or liquidity were to deteriorate.

A higher rating is unlikely over the foreseeable future given the
currently unresolved status of the Compact dispute and the ongoing
IRS review. The ratings outlook could return to stable if the
Compact dispute and IRS review are resolved without a material
operating or financial impairment to SGC and the company
demonstrates the ability to maintain leverage below 4.5 times.

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

Seneca Gaming Corporation owns and operates Seneca Niagara Falls
Casino and Hotel in Niagara Falls, NY, Seneca Allegany Casino and
Hotel in Salamanca, NY, and Seneca Buffalo Creek Casino in Erie
County, NY. Net revenues for the twelve-month period ended June
30, 2011 were approximately $619 million.


SINCLAIR TELEVISION: Moody's Affirms 'Ba3' Corp. Family Rating
--------------------------------------------------------------
Moody's Investor Services assigned Ba1, LGD2 -- 24% ratings to
Sinclair Television Group, Inc.'s ("STG") proposed $100 Million1st
Lien Senior Secured Revolver, $250 Million incremental 1st Lien
Senior Secured Term Loan A and $280 Million incremental 1st Lien
Senior Secured Term Loan B. The proposed credit facilities are
being issued to fund Sinclair's acquisition of Four Points Media
LLC and Freedom Communication's television assets. Moody's also
downgraded ratings on the existing 1st lien senior secured term
loan A due 2016 and 1st lien senior secured term loan B due 2016
to Ba1, LGD2 -- 24% from Baa3, LGD2 -- 12% given that these
existing credit facilities are pari passu with the new incremental
term loans. The downgrades reflect the increase in senior secured
debt balances and the relatively smaller cushion provided by 2nd
lien and subordinated notes. Moody's also downgraded the rating on
the 2nd Lien Senior Secured Notes due 2017 to B1, LGD5 -- 71% from
Ba3, LGD4 -- 53%. In addition, Moody's affirmed STG's parent,
Sinclair Broadcast Group, Inc.'s ("Sinclair") Ba3 Corporate Family
Rating, Probability of Default Rating, as well as the company's
Speculative Grade Liquidity (SGL) Rating at SGL -- 2. Ratings for
all other debt instrument ratings were unchanged; however, Loss-
Given-Default point estimates were updated for the new mix. The
rating outlook is stable.

Assigned:

   Issuer: Sinclair Television Group, Inc.

   -- New $100 Million 1st Lien Senior Secured Revolver: Ba1, LGD2
      -- 24%

   -- Incremental $250 Million 1st Lien Senior Secured Term Loan
      A: Ba1, LGD2 -- 24%

   -- Incremental $280 Million 1st Lien Senior Secured Term Loan
      B: Ba1, LGD2 -- 24%

Downgraded:

   Issuer: Sinclair Television Group, Inc.

   -- $115 Million 1st Lien Senior Secured Term Loan A due 2016:
      Downgraded to Ba1, LGD2 -- 24% from Baa3, LGD2 -- 12%

   -- $330 Million 1st Lien Senior Secured Term Loan B due 2016
      (approximately $225 million outstanding): Downgraded to Ba1,
      LGD2 -- 24% from Baa3, LGD2 -- 12%

   -- $500 Million 2nd Lien Senior Secured Notes due 2017:
      Downgraded to B1, LGD5 -- 71% from Ba3, LGD4 -- 53%

Unchanged:

   Issuer: Sinclair Broadcast Group, Inc.

   -- Corporate Family Rating: Affirmed Ba3

   -- Probability of Default Rating: Affirmed Ba3

   -- 8.375% Senior Subordinated Notes due 2018 (approximately
      $238 million outstanding): Affirmed B2, point estimates
      updated (to LGD6 -- 93% from LGD6 -- 91%)

   -- 4.875% Convertible Senior Notes due 2018 (approximately $6
      million outstanding): Affirmed B2, LGD6 -- 96%

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

Outlook Actions:

   Issuer: Sinclair Broadcast Group, Inc.

   Outlook is Stable

   -- To be withdrawn upon repayment after the close of the
      transaction

   Issuer: Sinclair Television Group, Inc.

   -- $75.4 Million 1st Lien Senior Secured Revolver due 2013:
      Baa3, LGD2 -- 12%

RATINGS RATIONALE

The Ba3 CFR reflects moderately high leverage of approximately
4.8x on a trailing 8 quarter basis through December 2012
(including Moody's standard adjustments, or approximately 4.7x on
a trailing 4 quarter basis) and incorporates higher levels of
production expense attributed to increasing reverse compensation
paid to its major networks. Ratings are supported by Moody's
expectations for strong political advertising for television
broadcasting companies through the end of 2012 combined with
EBITDA margins in excess of 30% generated by the company's sizable
and diverse television station group. Ratings incorporate Moody's
expectation that the company will achieve most of its planned
synergies for the Four Points Media and Freedom acquisitions
shortly after closing. Moody's believes Sinclair will continue to
generate mid-single digit free cash flow-to-debt ratios and will
apply free cash flow to reduce debt balances, in the absence of
additional acquisitions. The improved financial leverage (compared
to 5.4x on a trailing 8 quarter basis at FYE 2010) provides some
cushion to the company's dependence on cyclical advertising
spending. Ratings reflect moderately high financial risk, the
inherent cyclicality of the broadcast television business, and
increasing media fragmentation. Somewhat mitigating these risks
are the company's expanded and sizable TV station portfolio, which
includes 40 stations that will benefit from favorable duopoly
structures and 4 stations that benefit from joint service
arrangements, as well as a national footprint covering 39 markets.
Ratings incorporate Moody's expectations that the company will
maintain good liquidity and will continue to fund quarterly
dividends from excess cash.

The stable outlook reflects Moody's favorable revenue expectations
through the end of 2012 combined with the company's recurring
EBITDA generation in excess of $300 million. The outlook
incorporates the proposed $530 million increase in debt balances
to fund the acquisitions of Four Points and Freedom stations in
1Q2012. Absent acquisitions, Moody's expects Sinclair will
continue to reduce debt balances as cash is generated from
operations.

Ratings could be downgraded if two year average debt-to-EBITDA
ratios are sustained above 5.50x (incorporating Moody's standard
adjustments) or if distributions, share repurchases or
deterioration in operating performance results in free cash flow-
to-debt ratios falling below 4%. Ratings could also be downgraded
if liquidity deteriorates due to dividends, share buybacks, debt
financed acquisitions, or decreased EBITDA cushion to financial
covenants. Ratings could be upgraded if Sinclair's two year
average debt-to-EBITDA ratios are sustained comfortably below
4.25x with free cash flow-to-debt ratios in the high single-digit
range and management showed a commitment to financial policies
consistent with the higher rating. An upgrade would also require
expectations for good liquidity and positive free cash flow.

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

Sinclair Broadcast Group, Inc., headquartered in Baltimore, MD, is
a television broadcaster, operating 73 stations in 39 markets (pro
forma for recently announced acquisitions) primarily through
Sinclair Television Group, Inc. ("STG"). The company's television
group affiliations include FOX (20 stations), MyNetworkTV (18), CW
(13), ABC (11), CBS (9), and NBC (1). The company currently has 11
stations operating under local marketing agreements including
seven stations owned by Cunningham Broadcasting Corporation
("Cunningham"); revenues related to LMA's operated in FY2010
totaled $118.5 million. Through the 12 months ending September
2011, consolidated revenue totaled approximately $777 million.


SOLAR DRIVE: Carolyn A. Dye Approved as Bankruptcy Counsel
----------------------------------------------------------
Solar Drive, LLC, obtained permission from the U.S. Bankruptcy
Court for the District of California to employ Carolyn A. Dye as
its bankruptcy counsel.

Upon retention, Ms. Dye will, among other things:

   a) provide Debtor with legal advice and guidance with respect
      to the powers, duties, rights, and obligations of a debtor
      in possession and to provide assistance with analysis and
      negotiations of financing opportunities for the Debtor's
      Property and/or the sale or other disposition of the
      Property or portions of it;

   b) provide advice regarding cash collateral and negotiations
      with secured creditors;  and

   c) assist the Debtor in any legal matters that might arise as a
      result if the Debtor's business.

Ms. Dye received no retainer from the Debtor pre-petition but did
receive $1,039 for the petition filing.

The firm's rates are:

   Personnel                                    Rate
   ---------                                    ----
   Ms. Dye                                     $450/hour
   Paralegal                                   $165/hour

Los Angeles, California-based Solar Drive, LLC, filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 11-42298) on July 28,
2011.  Judge Peter Carroll presides over the case.  The Law
Offices of Carolyn A. Dye serves as bankruptcy counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts.  The petition was
signed by Tim Devine, manager.


SOLYNDRA LLC: Committee's Fees Being Cut to $5,000 a Week
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that lenders for Solyndra LLC are cutting down how much
the creditors committee's professionals can spend.  Financing for
the Chapter 11 case originally limited the committee to spending
not more than $10,000 a week.  Beginning Jan. 15, the committee
and its professionals can run up no more than $5,000 a week in
costs.  The committee agreed to the cut.

According to the report, Solyndra still hopes someone will buy the
business as a going concern.  If there's more than one bid, there
will be a Jan. 19 auction.  If no buyer steps forward willing to
buy and run the plant, Solyndra is arranging an old-fashioned
piece by piece auction to be held the week of Jan. 23.

Mr. Rochelle recounts that Solyndra was originally scheduled to
hold the turnkey auction on Nov. 22.  It was rescheduled to
January when there was no acceptable offer.  There will be a
second auction of non-core assets on Dec. 13.  The first non-core
auction generated $6.2 million.

                       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.


SOUTH COUNTY: Moody's Affirms 'Ba1' Rating on Outstanding Bonds
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term ratings
assigned to South County Hospital's (SCH) $50.7 million of
outstanding bonds. The outlook is stable.

SUMMARY RATING RATIONALE

The affirmation of the Ba1 bond rating and maintenance of the
stable outlook reflect SCH's favorable financial performance in
fiscal year (FY) 2011 with an operating surplus for the first time
in over a decade and better cash flow generation which improved
debt coverage ratios. Furthermore, the affirmation incorporates
the Hospitals strong market share, highly loyal medical staff and
maintenance of absolute liquidity. These attributes are offset by
SCH's small size, declining inpatient admissions, vulnerability to
physician departures given the small size of the medical staff and
its higher risk debt profile and investment allocation.

STRENGTHS

*Continued improved financial performance in unaudited fiscal year
(FY) 2011 with $11.2 million of operating cash flow (8.7% margin)
compared to results in FY 2010 with $8.2 million of operating cash
flow (6.8% margin); In FY 2011, the hospital recorded it first
operating surplus in Moody's rating history (since 1995) with $1.4
million in operating income (1.1% margin)

*Improving volume trends in FY 2011 compared to FY 2010 with
growth in combined inpatient admissions and observation stays
(4.4%; inpatient admissions alone declined 0.9%) and total
surgeries (2.5%); revenue grew 6.2% in FY 2011 compared to FY 2010

*Improving debt measures attributable to improved operating
performance and continued debt pay down; debt-to-cash flow of 4.3
times, debt-to-operating revenue of 39% and maximum annual debt
service (MADS) coverage of 3.6 times in FY 2011 compared to 5.9
times, 45%, and 2.9 times in FY 2010, respectively

*Maintenance of balance sheet levels with absolute liquidity
holding at $40 million at fiscal year end (FYE) 2011 equating to
cash on hand of 121 days, favorable to Moody's 2010 Ba1 median of
77 days

*Leading market share (53%) in Washington County, Rhode Island
with limited competition, the nearest hospitals are approximately
a 45 minute drive away; market share has remained stable in recent
years

*Favorable demographics in Washington County, RI with unemployment
rate below the national and state averages, above average median
household incomes and a diversified employment market with
University of Rhode Island's as the largest employer and a strong
summer vacation season

*Favorable payor mix with approximately 45% commercial payers, 45%
Medicare and low 5.7% Medicaid

CHALLENGES

*Small sized community hospital (with just under 5,000 admissions
and $130 million in operating revenue compared to Moody's 2010
national median admissions of 22,320 and operating revenue of $502
million) leaving the hospital susceptible to variability in
financial performance and physician departures

*Continued debt structure risk with 23% of outstanding bonds that
are variable rate backed by a letter of credit (expires December
2012) and 77% are fixed rate bonds; Series 2006A bonds require
yearly negotiations commencing after September 30, 2012 with
Radian, the sole bondholder, although the Series 2006A bonds are
not puttable; SCH will begin negotiations with Radian once the FY
2011 audit is finalized for the upcoming year however if no
agreement is reached the interest rate could escalate up to 12%

*Investment portfolio with 50% allocated to equities and
alternative strategies which Moody's views as risky compared to
Moody's hospital national average of 34%; management and the
investment committee are in the process of reducing this risk by
changing the allocation

Outlook

The stable outlook reflects Moody's belief that the changes
management put in place have reversed the historically operating
losses and financial performance at a higher level is attainable.
Maintenance of performance at this level will improve debt
coverage ratios and balance sheet metrics, however Moody's
believes a rating upgrade is beyond the 18 to 24 month outlook
horizon at this point in time.

WHAT COULD MAKE THE RATING GO UP

Sustained improvement in financial performance and continued
growth in cash flow improving debt ratios; continued growth in
inpatient and surgical volumes; continued gains in liquidity

WHAT COULD MAKE THE RATING GO DOWN

Downturn in financial performance; decline in liquidity; increase
in debt load without commensurate increase in cash flow

PRINCIPAL METHODOLOGY USED

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


SP NEWSPRINT: Creditors Committee Taps Lowenstein Sandler
---------------------------------------------------------
SP Newsprint Holdings LLC, one of the largest U.S. producers of
newsprint, has an official unsecured creditors' committee with
seven members.  The panel selected Lowenstein Sandler PC from
Roseland, New Jersey, to serve as legal counsel.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Committee members include the Pension Benefit
Guaranty Corp. and utility provider Portland General Electric Co.
Paperboard manufacturer Newark Group Inc. is also on the panel.

                      About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.


STATION CASINOS: Fee Examiner Submits Reports On Professional Fees
------------------------------------------------------------------
Nancy B. Rapoport, the bankruptcy court-appointed fee examiner in
Station Casinos' cases, has submitted her second and third report
on the fees of professionals employed or retained in the Debtors'
Chapter 11 cases.

Copies of the Fee Examiner's Reports are available for free at:

            http://bankrupt.com/misc/SCIExmRep2.pdf
            http://bankrupt.com/misc/SCIExmRep3.pdf
          http://bankrupt.com/misc/SCIExmRep3-Am1.pdf
          http://bankrupt.com/misc/SCIExmRep3-Am2.pdf

In its third report, the Fee Examiner noted that it reached an
agreement with FTI Consulting, Inc. to reduce fees by $38,319 but
FTI rejected certain additional reductions asked by the Fee
Examiner.  FTI, in a court filing, defended its decision.

Subsequently, the Fee Examiner agreed on an $80,000 fee reduction
reflected in the Fee Examiner's second amended third report.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

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


STOCKDALE TOWER: Seeks to Employ Klein DeNatale as Attorneys
-------------------------------------------------------------
Stockdale Tower 1, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of California for permission to employ Klein,
DeNatale, Goldner, Cooper, Rosenlieb & Kimball, LLP, as bankruptcy
counsel.  Klein DeNatale will:

   (a) consult with the Debtor concerning its present financial
       situation, its realistically achievable goals, and the
       efficacy of various forms of bankruptcy as a means to
       achieve its goals;

   (b) prepare the documents necessary to commence the bankruptcy
       case;

   (d) advise the Debtor concerning its duties as debtor and
       debtor-in-possession;

   (e) if it appears that the Debtor can propose a viable plan,
       help in the formulation of the Chapter 11 plan, draft the
       plan and disclosure statement, and prosecute legal
       proceedings to seek confirmation of the plan; and

   (f) if necessary, prepare and prosecute such pleading as
       complaints to avoid preferential transfers or transfers
       deemed fraudulent as to creditors, motions for authority to
       borrow money, use cash collateral, sell property, or
       compromise claims, and objections to claim.

The primary attorneys who will be providing legal services to the
Debtor are Scott T. Belden and Jacob L. Eaton.  Mr. Belden has
practiced bankruptcy law for over 14 years and his hourly rate is
$330.  Mr. Eaton has practiced bankruptcy law for five year and
his hourly rate is $225.

The Debtor agrees to reimburse Klein DeNatale for services or
items in addition to professional time.  These services or items
include copying charges, actual postage and overnight mail
charges, and actual travel and lodging expenses.

The Debtors paid Klein DeNatale a retainer of $50,000 prior to the
Petition Date.

To the best of the Debtor's knowledge Klein DeNatale does not
represent any adverse interest to the Debtor, creditors and other
parties-in-interest.

The firm can be reached at:

       Jacob L. Eaton, Esq.
       KLEIN, DENATALE, GOLDNER, COOPER, ROSENLIEB & KIMBALL, LLP
       4550 California Avenue, 2nd Floor
       Bakersfield, CA 93309
       Tel: (661) 395-1000

Bakersfield, California-based Stockdale Tower 1, LLC, filed for
Chapter 11 bankruptcy (Bankr. E.D. Calif. Case No. 11-62167) on
Nov. 7, 2011.  Judge W. Richard Lee presides over the case.  Jacob
L. Eaton, Esq., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets.


SUNOCO INC: Moody's Cuts Sr. Unsecured Notes Rating to 'Ba2'
------------------------------------------------------------
Moody's Investors Service downgraded the rating on Sunoco Inc.'s
(Sunoco) senior unsecured notes to Ba2 from Ba1 and affirmed
Sunoco's Ba1 Corporate Family Rating (CFR) and SGL-1 Speculative
Grade Liquidity rating (SGL). The rating outlook is stable.

RATINGS RATIONALE

The downgrade of the senior unsecured notes reflects structural
subordination resulting from Sunoco's entry into a new $800
million senior secured credit facility, which has a priority claim
over the company's liquid assets. The one-year borrowing base
facility replaces a $1.2 billion unsecured bank revolving credit
and is secured by Sunoco's assets, including eligible crude oil
and refined product inventories, certain other receivables (other
than refined product receivables under its separate securitization
facility), eligible cash and equivalents, and the pledge of
certain common LP units held in Sunoco Logistics Partners L.P
(SXL). The new covenants include a 110% collateral coverage ratio
and minimum $400 million liquidity requirement, both of which
currently have ample headroom. The facility can be used for
general corporate purposes, including working capital needs and
collateral postings.

Sunoco's Ba1 Corporate Family Rating (CFR) reflects the company's
reduced scale, operational diversification and cash flow profile
following its operational restructuring, as well as the benefit of
its strong liquidity position. It also takes into account
uncertainties over the outcome of its strategic review and planned
exit from the refining business in 2012.

Sunoco continues to be supported by its GP and common unit
investment in Sunoco Logistics (SXL), which is a growing and
increasingly diversified mid-stream operation; a products
marketing operation with a valuable retail brand; and a large cash
position that enhances its liquidity and leaves Sunoco debt-free
on a cash-adjusted basis. Moody's expects some of the cash to be
re-deployed in the retail and mid-stream operations, along with
possible additional parent debt reduction.

The SGL-1 rating reflects Sunoco's excellent liquidity profile. As
of September 30, 2011 Sunoco had close to $1.7 billion in cash and
cash equivalents at the parent level. Sunoco's liquidity position
is bolstered by a $250 million 364-day A/R securitization in
conjunction with the new $800 million secured credit facility,
which is expected to remain undrawn through the end of 2012. Solid
inventory valuations and realizations, supplemented by any
eventual proceeds from the sale of the refining assets, will add
to Sunoco's cash position.

Sunoco's Ba1 CFR could be pressured by future aggressive share
repurchase plans or by deteriorating industry conditions that lead
to negative cash flow after dividends and capital spending. More
generally, as Sunoco exits refining and remains in transition, a
rising debt position or fundamentally weaker asset and competitive
profile could lead to a downgrade.

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


SUPERMEDIA INC: Fails to Obtain Sufficient Prepayment Offers
------------------------------------------------------------
As previously announced, on Nov. 17, 2011, SuperMedia Inc.
commenced an offer to make non-pro rata prepayments of term loans
at a rate of 43% to 46% of par, under the terms and conditions of
the Company's senior secured credit facility. The offer expired at
3:00 p.m., New York City time, on Tuesday, Nov. 29, 2011.  The
Company did not receive a sufficient amount of prepayment offers
and will not make prepayment of term loans at this time.

                        About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  The
Debtors' financial condition as of Dec. 31, 2008, showed total
assets of $1,815,000,000 and total debts of $9,515,000,000.
Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented
the Debtors in their restructuring efforts.  The Debtors tapped
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


TLDP LOAN: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: TLDP Loan LLC
        14050 N. 83rd Avenue, Suite 180
        Peoria, AZ 85381

Bankruptcy Case No.: 11-32603

Chapter 11 Petition Date: November 28, 2011

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Cathy L. Reece, Esq.
                  FENNEMORE CRAIG
                  3003 N. Central Avenue, #2600
                  Phoenix, AZ 85012-2913
                  Tel: (602) 916-5343
                  Fax: (602) 916-5543
                  E-mail: creece@fclaw.com

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

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

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

The petition was signed by Mark Winkelman, COO of ML Manager, LLC,
manager.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Mortgages Ltd.                        08-07465            06/20/08
Radical Bunny, LLC                    08-13884            10/08/08


TORO SERVICES: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Toro Services, Inc., Debtor
        15533 North IH35, Suite 8
        Pflugerville, TX 78660

Bankruptcy Case No.: 11-12883

Chapter 11 Petition Date: November 28, 2011

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: James V. Hoeffner, Esq.
                  GRAVES, DOUGHERTY, HEARON & MOODY, P.C.
                  401 Congress Avenue, Suite 2200
                  Austin, TX 78701
                  Tel: (512) 480-5707
                  Fax: (512) 480-5886
                  E-mail: jhoeffner@gdhm.com

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

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

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb11-12883.pdf

The petition was signed by Jason Kelley, president and director.


TRIBUNE CO: Seeks Approval of 57-11 49th Place Settlement
---------------------------------------------------------
Debtor InsertCo, Inc., seeks permission from Bankruptcy Judge
Kevin Carey to enter into a settlement and release agreement with
57-11 49th Place, LLC.

The Landlord and the Debtor with Shuttle Printing, Inc., were
parties to a lease for premises commonly known as 57-II 49th
Place, in New York.  The Lease was deemed rejected as of
August 31, 2009.  The Landlord timely filed its Lease Claim for
rejection damages in connection with rejection of the Lease as a
general unsecured claim for $1,065,897.  Shuttle, as a co-tenant
on the Lease, timely filed a contingent claim based on
indemnification arising in connection with rejection of the
Lease, on which Shuttle was also liable.

The Debtors have negotiated with the Landlord in an effort to
resolve with finality any and all claims that currently exist or
may in the future exist against InsertCo relating to the Lease
Claim and Lease and to reconcile the Parties' different
calculations of the damages arising from the rejection of the
Lease.  Shuttle has not substantively responded to the Debtors'
efforts to resolve the Lease Claim and the Indemnification Claim.

The Debtors insist that the compromise embodied in the Settlement
Agreement resolves one of the more substantial remaining lease
rejection-related claims pending against their estates.

The salient terms of the Settlement Agreement are:

  (a) The Landlord will be entitled under the Settlement
      Agreement to retain the Security Deposit it currently
      holds in the amount of $422,524 and to offset the amount
      against the Lease Claim.

  (b) The Lease Claim, originally asserted in the amount of
      $1,065,897 will be reduced and allowed as a general
      unsecured claim against InsertCo in the modified amount of
      $521,254 after taking into account the setoff of the
      Security Deposit, in full and final satisfaction of the
      Lease Claim.  The Allowed Claim will be satisfied in
      the same manner as all other general unsecured claims
      against the Debtor under the Chapter 11 plan that is
      confirmed for the Debtor.

  (c) The Allowed Claim, after taking into account the setoff of
      the Security Deposit, is the maximum amount permitted to
      be recovered by the Landlord pursuant to Section 502(b)(6)
      of the Bankruptcy Code in connection with any damages
      resulting from the rejection of the Lease. The Landlord
      agrees to waive and release any additional claims, if any,
      against the Debtors only arising out of or relating: to
      (i) the liabilities asserted in the Lease Claim and (ii)
      the Lease; provided that the Landlord is expressly
      reserving all rights, remedies, and claims it may have
      against Shuttle.  The Landlord further agrees not to file
      any additional proofs of claim against the Debtor for
      liabilities arising out of or relating to (a) the Lease
      Claim; or (b) the Lease.  In turn, the Debtor agrees to
      waive and release any set off and counterclaims that it
      may have against Landlord arising out of or relating to
      the subject matter of the Lease Claim except as set forth
      in the Settlement Agreement.

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

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Objects to Shuttle Printing Claim
---------------------------------------------
Tribune Co. and its affiliates ask the bankruptcy court to
disallow and expunge Claim No. 6260 filed by Shuttle Printing,
Inc.

In light of the rejection of a lease for premises commonly known
as 57-11 49th Place, in New York, Shuttle, as a co-tenant on the
Lease, filed a contingent claim against Debtor InsertCo, Inc.,
for indemnification damages, if any, for which Shuttle and the
Debtor were jointly liable.

InsertCo recently entered into a settlement agreement with the
Landlord to resolve its claim from the rejection of the Lease for
$521,254.  The Settlement Agreement provides for InsertCo to
settle the Landlord Claim for the maximum amount allowed under
the Bankruptcy Code.

If the Settlement Motion is granted, pursuant to Section
502(e)(1)(A) of the Bankruptcy Code, as a co-liable party on the
Landlord's claim, Shuttle's claim for reimbursement must be
disallowed, according to Norman L. Pernick, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Court OKs More Tax Advisory Work for PwC
----------------------------------------------------
Tribune Co. and its affiliates sought and obtained permission from
Judge Kevin Carey to modify the scope of the employment of
PricewaterhouseCoopers LLP as their tax advisor, nunc pro tunc to
November 1, 2011.

PwC's employment is deemed modified to encompass consulting
services related to (i) the review and revision of Tribune
Company's records and information management policy and (ii) the
review and revision of Blue Lynx Media, LLC's payroll process
management, and a shared services operational assessment.

The Records Management Services to be provided by PwC include,
but are not limited to:

  (a) Analyzing records management documents provided by
      Tribune, including the records retention mission
      statement, the draft records retention policy, draft
      records retention schedules, office of record
      documentation, records retention procedures manuals, and
      other records retention documents;

  (b) Interviewing key records and information management
      stakeholders, business unit leaders, and information
      technology representatives;

  (c) Analyzing the interviews and documentation to assess the
      existing records and information landscape and advise
      management to develop a records management program
      strategy;

  (d) Providing recommendations for making a records retention
      schedule actionable;

  (e) Creating a records and information management roadmap; and

  (f) Providing a written records and information management
      strategy and report.

The BLM Services to be provided by PwC include, but are not
limited to, the following:

  (a) Facilitating the creation of a value stream map to
      illustrate current process inputs, suppliers, key
      activities and key controls, outputs, and customers;

  (b) Capturing current key performance metrics like processing
      time, volume, level of effort, etc.;

  (c) Analyzing the current payroll state process and providing
      findings and observations related to potential critical
      failure modes and challenges;

  (d) Conducting a root-cause analysis and investigating the
      sources for payroll issues and process complexity;

  (e) Providing findings, observations, and high level
      recommendations on process and control improvement
      opportunities along with high-level recommendations and
      facilitating management's determination of next steps for
      the future state process design and implementation
      efforts;

  (f) Conferring with finance and BLM leadership to gain further
      insight and confirm objectives and requirements for the
      BLM program;

  (g) Reviewing the BLM business case and provide comments;

  (h) Assessing and commenting on the current scope, governance
      and performance of BLM, providing findings and identifying
      areas for potential improvement;

  (i) Assessing and commenting on the elements and timeline
      included in the BLM Transition Plan based on management's
      objectives and similar engagement experiences; and

  (j) Providing relevant benchmark data related to finance and
      shared services and examples of best practices, including
      governance, service level agreements, performance metrics
      and other measurements.

The Debtors will pay PwC's professionals according to their
customary hourly rates:

          Title                      Rate per Hour
          -----                      -------------
          Partner                         $550
          Managing Director               $450
          Director                        $350
          Manager                         $295
          Senior Associate                $235
          Associate                       $195

PwC estimates that its fees for the Records Management Services
will range between $200,000 and $210,000.  The fee for the BLM
Services will be $135,000 and PwC may bill for reasonable out-of-
pocket expenses.

The Debtors will also reimburse PwC for expenses to be incurred.

William T. England, a partner in PwC, maintains that PwC is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The Court approved the supplemental application after a
certification of no objection was filed.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: E&Y to Provide Valuation Work
-----------------------------------------
Tribune Co. and its affiliates sought and obtained the bankruptcy
court's permission to modify the scope of the employment of Ernst
& Young LLP, nunc pro tunc to June 13, 2011.

Specifically, Tribune Company has asked E&Y to valuate certain of
The Cooking Channel's intangible assets.  The valuation will be
used by Tribune in order to establish the value of the Assets for
use in Tribune's accounting for its equity ownership in TFN in
accordance with Accounting Standards Codification Topic 323,
Investments - Equity Method and Joint Ventures, and ASC Topic
805, Fair Value Measurements and Disclosures.

Pursuant to the Valuation Services, E&Y will:

(A) Conduct interviews with management concerning:

   * the nature and operations of the business of The Cooking
     Channel, including its historical financial performance;

   * existing business plans, future performance estimates, or
     budgets for The Cooking Channel; and

   * the assumptions underlying the business plans, estimates,
     or budgets, as well as the risk factors that could affect
     planned performance;

(B) Analyze the industry, as well as the economic and competitive
   environments in which The Cooking Channel operates;

(C) Analyze the historical and projected financial data of The
   Cooking Channel and the Assets.

(D) Analyze and prepare recommendations of value for the Assets,
   including;

   * MSO relationships;

   * Advertiser relationships;

   * Trademarks; and

   * Workforce;

(E) Prepare a narrative report presenting the methodologies
   employed in E&Y's analysis, the assumptions on which E&Y's
   analysis was based, and E&Y's recommendations of value.

The Debtors will pay E&Y's professionals according to their
customary hourly rates:

         Title                                 Rate per Hour
         -----                                 -------------
         Executive Director/Principal/Partner      $525
         Senior Manager                            $475
         Manager                                   $375
         Senior                                    $275
         Staff                                     $175

The Debtors will also reimburse E&Y's expenses to be incurred.

Matthew Howley, a partner at Ernst & Young LLP, prepared a
schedule indicating its connections with parties-in-interest in
the Debtors' Chapter 11 cases, available for free at:

        http://bankrupt.com/misc/Tribune_E&YClients.pdf

Mr. Howley discloses that E&Y continues to follow up with various
E&Y personnel in order to confirm that the work that the firm may
be doing for, or may have done for certain parties-in-interest is
unrelated to the Debtors' Chapter cases.  A list of those
parties-in-interest is available for free at:

       http://bankrupt.com/misc/Tribune_E&YPendingParties.pdf

Notwithstanding those disclosures, Mr. Howley maintains that E&Y
remains a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

The Court approved the supplemental application after a
certification of no objection was served.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Media Services Names Dan Kazan as Chief Executive
-------------------------------------------------------------
The Entertainment Products division of Tribune Media Services, a
subsidiary of Tribune Company, announced the appointment of Dan
Kazan as chief executive officer and John Kelleher as president
and chief operating officer.  Entertainment Products is a global
leader in entertainment navigation and the provider of industry-
leading databases of television, movie and celebrity information
to thousands of companies.  Both appointments are effective
immediately.

Mr. Kazan, who has overseen the division since Tribune Media
Services was restructured in June, will be responsible for its
strategic vision; Mr. Kelleher assumes responsibility for day-to-
day operations.  Mr. Kazan will continue to serve as Tribune
Company's Senior Vice President/Investments, a position he
has held since 2009.

Mr. Kelleher served most recently as Vice President and General
Manager/Entertainment Information, overseeing the division's core
database business.  He joined Tribune Media Services in 1985, and
has served in roles of increasing responsibility within
Entertainment Products during the course of his career.

"The Entertainment Products division is a market leader, run by
talented people who are dedicated to providing their customers
with the best products and services," said Mr. Kazan.  "John
Kelleher is the right person to lead the business into the future
and enable it to continue growing and thriving.  His vast
experience, as well as his vision and drive, are tremendous
assets and complement all of the great people that work in this
business."

Mr. Kelleher takes over for Jay Fehnel, who has left the division
after 19 years of service.

"Jay's leadership and dedication have been extremely important
over the years," said Mr. Kazan.  "We thank him for his efforts
and wish him the very best."


                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


VERSAILLES ASSETS: Moody's Raises Rating on $127MM Notes to 'B1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of this
Participation Interest:

   -- $127,287,454.88 Senior Participation Interest 2009-Z1a
      (current outstanding balance of $111,319,312.49), Upgraded
      to B1 (sf); previously on June 22, 2011 B3 (sf) Placed On
      Review for Possible Upgrade.

Additionally, Moody's confirmed the ratings of this Participation
Interest:

22,500,000 Junior Participation Interest, Confirmed at Caa3 (sf);
previously on June 22, 2011 Caa3 (sf) Placed On Review for
Possible Upgrade.

RATINGS RATIONALE

The transaction is a repackaged security whose rating is based on
the rating of the underlying security and the legal structure of
the transaction. The rating action is a result of the change in
the rating of the Class A-1 Notes issued by Zohar CDO 2003-1
Limited which was upgraded by Moody's on November 30, 2011.

The principal methodologies used in this rating were "Moody's
Approach to Rating Collateralized Loan Obligations" published in
August 2009, and "Moody's Approach to Rating Repackaged
Securities" published in April 2010. Other methodologies and
factors that may have been considered in the process of rating
this issuer can also be found on Moody's website.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.


WAXESS HOLDINGS: Amends 20.4 Million Common Shares Offering
-----------------------------------------------------------
Airtouch Communications, Inc., fka Waxess Holdings, filed with the
U.S. Securities and Exchange Commission Amendment No.1 to Form S-1
registration statement relating to the sale by Avi Dayan, Sandor
Capital, Technocel, et al., of up to 20,417,754 shares of the
Company's common stock.

The prices at which the selling stockholders may sell shares will
be determined by the prevailing market price for the shares or in
negotiated transactions.  The Company will not receive any
proceeds from the sale of these shares by the selling
stockholders.

The Company will bear all costs relating to the registration of
these shares of its common stock, other than any selling
stockholders' legal or accounting costs or commissions.

The Company's common stock is quoted on the Over-the-Counter
Bulletin Board under the symbol "ATCH.OB".  The last reported sale
price of the Company's common stock as reported by the OTC
Bulletin Board on Nov. 23, 2011, was $2.75 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/biBV9Z

                       About Waxess Holdings

Waxess Holdings, Inc., is a technology firm, located in Newport
Beach, Calif., that was incorporated in 2008 and develops and
markets phone terminals capable of converging traditional
landline, cellular and data services based on its patent
portfolio.  Waxess currently offers its DM1000 (cell@home) product
through various channels, including several of the major US
carriers, and is working to bring its higher performance, lower
cost next generation DM1500 and MAT1000 products to the market.

The Company also reported a net loss of $6.19 million on $477,217
of net revenue for the nine months ended Sept. 30, 2011, compared
with a net loss of $2.74 million on $142,844 of net revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $9.41
million in total assets, $159,814 in total liabilities and $9.25
million in total stockholders' equity.

As reported by the TCR on May 30, 2011, Jonathon P. Reuben, C.P.A.
Accountancy Corporation, in Torrance, California, expressed
substantial doubt about Waxess Holdings' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred net
losses since inception, and as of Dec. 31, 2010, had an
accumulated deficit of $192,863.


WESTCOAST TERRA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Westcoast Terra LP
        11350 Delphinium Avenue
        Fountain Valley, CA 92708

Bankruptcy Case No.: 11-26225

Chapter 11 Petition Date: November 26, 2011

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

Judge: Robert N. Kwan

Debtor's Counsel: Glenn Ward Calsada, Esq.
                  LAW OFFICES OF GLENN W. CALSADA
                  9924 Reseda Boulevard
                  Northridge, CA 91324
                  Tel: (818) 477-0314
                  Fax: (818) 473-4277
                  E-mail: glenn@calsadalaw.com

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

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

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

The petition was signed by Thi Viet Doan, general partner.


W.R. GRACE: G. Greg Poling Elected as President, COO
----------------------------------------------------
In a statement released November 3, 2011, W. R. Grace & Co.
announced that Gregory E. Poling has been elected as its president
and chief operating officer.  Mr. Poling previously served as
President of Grace Davison, Grace's largest operating segment.
Fred Festa will remain Chairman and Chief Executive Officer.

               Annual Base Salary Set at $550,000

According to Grace's Form 8-K filed with the U.S. Securities and
Exchange Commission on November 7, 2011, the Compensation
Committee of the Board of the Directors of Grace adjusted
Mr. Poling's compensation to reflect his new responsibilities.
Effective November 1, 2011, Mr. Poling's annual base salary was
set at $550,000, and his targeted award under Grace's Annual
Incentive Compensation Program was set at 90% of base salary.

                      10,000 Stock Options

In addition, the Committee granted Mr. Poling 10,000 stock options
under Grace's 2011 Stock Incentive Plan on November 3, 2011, with
an exercise price equal to the fair market value of Grace common
stock on that date -- $41.25.  The term of the options is five
years and they vest ratably over three years commencing one year
after the date of grant.  Options become exercisable in three
substantial equal installments beginning on November 5, 2012,
November 4, 2013, and November 3, 2014.

                     Fred Festa's Statement

"Since joining Grace eight years ago, my focus has been on turning
Grace into a global, integrated operating company, One Grace, with
common business practices and simple, global processes led by a
highly engaged organization.  We have made tremendous progress, as
proven by our performance," said Mr. Festa.  "With his deep
knowledge of Grace and his experience leading global businesses in
both Grace Construction Products and Grace Davison, and his record
of results, Greg is the best person to keep moving us forward.  I
look forward to continue working closely with Greg and the Grace
Board of Directors, on our emergence from Chapter 11 and our
future growth strategy."

                      With Grace Since 1977

Mr. Poling joined Grace in 1977.  He spent the first part of his
career in Grace Construction Products eventually becoming Vice
President and General Manager where he had global responsibility
for sales, operations and technical services.  He joined Grace
Davison in 1999 and became its President in 2005.

"I am very excited about the opportunity that has been given to me
by Fred and our Board of Directors," said Mr. Poling.  "I share
Fred's vision for Grace, and I look forward to working with him to
leverage our progress over the last eight years and further
engaging our Grace colleagues and customers to achieve our vision
of being one of the world's premier specialty chemical companies.
I know our businesses well, and have great respect for our
business leaders; this will be a seamless transition."

In addition to Mr. Poling, reporting to Mr. Festa will be the
General Counsel, Chief Financial Officer, and Chief Human
Resources Officer.  Reporting to Mr. Poling will be the business
unit leaders, operations, and environment, health and safety.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes Baker & McKenzie as Special Counsel
--------------------------------------------------------
W.R. Grace & Co. and its affiliates seek the bankruptcy court's
authority to modify their retention and employment of Baker &
McKenzie, including its member firms, as special counsel for the
Debtors, nunc pro tunc to November 1, 2011.

Baker previously was employed by the Debtors as an ordinary course
professional in the Debtors' Chapter 11 cases; however, the
Debtors now require additional services from Baker, the cost of
which will exceed the limits established for OCPs, Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, tells Judge Fitzgerald.

The Debtors anticipate that Baker will continue to represent them
in connection with the matters on which it has been retained under
the OCP Order, in addition to representing the Debtors in
connection with possible transactions involving the disposition of
certain of the Debtors' assets and businesses.  The Debtors have
sought to retain Baker to represent and advise them in connection
with these representative matters:

   -- certain proposed sales and purchases of assets in the U.S.
      and non-U.S. jurisdictions, including drafting documents,
      effectuating due diligence, participating in negotiations
      and providing other services in support of possible
      transactions;

   -- antitrust and competition law compliance, strategy and
      filings in the U.S. and foreign jurisdictions;

   -- advice regarding certain aspects of the Debtors' non-US
      subsidiaries, including advice relating to corporate
      formalities and commercial arrangements; and

   -- certain tax matters in the U.S. and in non-U.S.
      jurisdictions.

Baker will be paid on an hourly basis in accordance with its
ordinary and customary hourly rates.  Effective June 30, 2011,
Baker's hourly rates are:

         Billing Category                 Range
         ----------------             -------------
         U.S. Partners                $500 - $1,000
         U.S. Of Counsel              $400 - $850
         U.S. Associates              $295 - $600
         U.S. Trainees/Paralegals     $100 - $275

Baker's current hourly rates for associates and partners outside
of the United States, depending on the jurisdiction, vary from
$200 to $1,200.  Ms. Jones notes that the U.S. dollar values
assigned to billing rates for attorneys outside of the
U.S. may fluctuate based upon applicable exchange rates.

With respect to the matters relating to disposition of certain of
the Debtors' assets and businesses, Baker has agreed to provide
the Debtors a 15% discount on its standard hourly rates, Ms. Jones
disclosed.  Baker will also be reimbursed for any actual and
necessary expenses incurred in connection with its employment.

Marc R. Paul, Esq., a partner at Baker, assures the Court that his
firm does not represent or hold any interest adverse to the
Debtors or their bankruptcy estates.  He disclosed, however, that
Baker attorneys currently represent, on matters unrelated to the
Debtors, a party that may be adverse to the Debtors with respect
to certain matters.  Specifically, Baker represents affiliates of
Akzo Nobel regarding corporate transactional, merger and
acquisition, regulatory and commercial matters in various non-U.S.
countries, none of which have any connection to the Debtors.

A hearing will be held on December 19, 2011, to consider the
application.  Objections are due on December 2.

Marc R. Paul, Esq., may be reached at:

         Marc R. Paul, Esq.
         BAKER & MCKENZIE
         815 Connecticut Avenue, N.W.
         Washington, District of Columbia 20006
         Tel: (202) 452-7034
         Fax: (202) 416-7035
         E-mail: marc.paul@bakermckenzie.com

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YAVAPAI COUNTY: Court Orders Sale of Horse Racing Venue
-------------------------------------------------------
J. Craig Anderson at The Arizona Republic reports that a U.S.
Bankruptcy Court judge has ordered the sale of Yavapai Downs, one
of Arizona's two permanent horse-racing venues, as part of a
proposed Chapter 7 bankruptcy liquidation plan.

Track owner Yavapai County Farm & Agriculture Association Inc.
filed for voluntary Chapter 7 liquidation in Bankruptcy Court on
July 13, the report discloses.

According to the report, George Cunningham, owner and designated
broker of Phoenix-based auctioneering firm Cunningham &
Associates, said his company has been assigned the task of seeking
bidders for the racetrack property, along with its adjacent auto-
racing venue Prescott Valley Raceway and the surrounding Yavapai
County Fairgrounds.

The report relates that Mr. Cunningham said the fairgrounds
property consists of eight separate parcels totaling 125 acres,
with a total assessed full cash value of $18.2 million.  In
addition to the land, millions of dollars worth of equipment and
other assets also will be sold, he added.

Mr. Cunningham, as cited by The Arizona Republic, said the
proceeds to go toward repaying the association's creditors as much
as possible.

As reported in the Troubled Company Reporter on July 19, 2011,
Thoroughbred Times said the Yavapai County Farm and Agriculture
Association, which operates Yavapai Downs horse raising track, has
filed for protection under Chapter 7 of the U.S. Bankruptcy Code.
The filing, which comes less than two months after the Arizona
racetrack was forced to cancel its live meeting due to the non-
profit Yavapai County's ongoing financial issues, was made before
the U.S. Bankruptcy Court for the District of Arizona, according
to Thoroughbred Times.  Yavapai County Farm and Agriculture
Association cited a combination of "overwhelming financial
pressures," as a reason for its filing, "including $14.5-million
in loans and interest due to the U.S. Department of Agriculture;
hundreds of thousands of dollars of debt owed to Yavapai Downs'
racing-industry partners, and the county's recent re-assessment
that increased the fairgrounds' property taxes approximately ten-
fold."

The non-profit association listed its total assets in bankruptcy
court as $24 million and total liabilities as $15.4 million,
according to The Arizona Republic.


YRC WORLDWIDE: Royal Bank Discloses 6.1% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, The Royal Bank of Scotland Plc and The Royal
Bank of Scotland Group Plc disclosed that, as of Oct. 31, 2011,
they beneficially own 129,419,814.63 shares of common stock of YRC
Worldwide Inc. representing 6.07% of the shares outstanding.  As
previously reported by the TCR on Oct. 24, 2011, The Royal Bank
disclosed beneficial ownership of 421,238,033.58 shares of common
stock or 19.30% equity stake.  A full-text copy of the amended
Schedule 13D is available for free at http://is.gd/XrPPG2

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company also reported a net loss of $264.93 million on
$3.65 billion of operating revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $346.89 million on $3.24
billion of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.94 billion in total liabilities and a
$262.67 million total shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


YRC WORLDWIDE: To Issue 600MM Shares Under 2011 Incentive Plan
--------------------------------------------------------------
YRC Worldwide Inc. filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement to register
600,000,000 shares of common stock issuable under the YRC
Worldwide Inc. 2011 Incentive and Equity Award Plan, as approved
at the most recent annual stockholders' meeting of YRC Worldwide
Inc. held on Nov. 30, 2011.  This Registration Statement will also
be deemed to register and cover any additional shares of Common
Stock that may be issued under the Plan pursuant to the Plan's
anti-dilution provisions as the result of any stock split, stock
dividend or similar transaction, and such lesser amount of shares
of Common Stock that may be issued under the Plan as a result of
any reverse stock split, stock combination or similar transaction.

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

                        http://is.gd/vYtA7W

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company also reported a net loss of $264.93 million on
$3.65 billion of operating revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $346.89 million on $3.24
billion of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.94 billion in total liabilities and a
$262.67 million total shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


ZEINA HOSPITALITY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Zeina Hospitality, Inc.
        4884 Quarton Road
        Bloomfield Hills, MI 48302

Bankruptcy Case No.: 11-70386

Chapter 11 Petition Date: November 28, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@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 Dia/Dominic Shammami, responsible
party.


* MERS Foreclosures Held Valid under Massachusetts Law
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Mortgage Electronic Registration System, known as
MERS, complies with Massachusetts law and allows mortgages to be
foreclosed assuming several simple conditions are met, U.S.
District Judge William G. Young in Boston ruled on Nov. 28 by
handing down a 59-page opinion.  Judge Young characterized MERS as
the "Wikipedia of land registration systems."

According to the report, near the end of the opinion, Judge Young
wrote a six-page, single-spaced footnote saying that the result
may have been different were the case in state court where the
judges have greater ability to modify state judge-made law in
response to novel factual issues.

Before foreclosure was initiated, the mortgage note was assigned
to a bank serving as trustee holding securitized mortgages. The
mortgage had been assigned by MERS to the servicer for the bank,
as trustee.

Judge Young interpreted Massachusetts law as requiring the party
foreclosing to be the holder of the mortgage and also to own the
mortgage note or be the servicer for the noteholder.  In the case
before him, the servicer was wearing both hats and thus was
entitled to foreclose, Young ruled.  Judge Young declined to
follow several Massachusetts cases holding that the holder of the
mortgage and note need not be the same.  Judge Young described in
detail how individuals not associated with MERS can be deputized
as officers of MERS authorized to assign mortgages and mortgage
notes.  Judge Young said he was "deeply troubled that, with little
or no oversight, individuals without any tie to or knowledge of
the company on whose behalf they are acting may assign mortgages -
that is, they may transfer legal title to someone else's home."
Judge Young's decision may not hold in states with different real
estate laws.

In a case earlier this year called Veal v. American Home
Mortgage Servicing Inc., the Bankruptcy Appellate Panel for the
9th Circuit denied foreclosure when the holder of the mortgage
couldn't prove it was also the owner of the mortgage note. To
read about the Veal case, click here for the June 14 Bloomberg
bankruptcy report.

The Massachusetts case is Culhane v. Aurora Loan Services
of Nebraska, 11-11098, U.S. District Court, District of
Massachusetts (Boston).


* Laura Turnery Beyer Appointed as W.D.N.C. Bankruptcy Judge
------------------------------------------------------------
The Fourth Circuit Court of Appeals appointed Bankruptcy Judge
Laura Turner Beyer to a fourteen-year term of office in the
Western District of North Carolina, effective November 18, 2011,
(vice, George R. Hodges).

Judge Beyer can be reached at:

          Honorable Laura Turner Beyer
          United States Bankruptcy Court
          Charles R. Jonas Federal Building
          401 West Trade Street, Room 111
          Charlotte, NC 28202
          Telephone: 704-350-7575
          Fax: 704-350-7514

Judicial Assistant: Sara Durkin

Law Clerk: Christopher Badger
Telephone: 704-350-7547

Term expiration: November 17, 2025


* Debt Investors Saw Average Recoveries in Last Default Cycle
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that debt investors are
seeing recoveries for defaults in the 2009-10 period in line with
those of the two previous cycles despite the recession that
followed the wave of defaults, thanks largely to the prevalence of
distressed exchanges and the brevity of the cycle, analysts at
Moody's Investors Service said.


* Securities to Cover Severe Storm Damage Poised to Default
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the first bonds
designed to cover damage exclusively from severe thunderstorms are
about to become a total wipeout for investors.


* Robbins Geller Drops Conspiracy Case Against Banner & Witcoff
---------------------------------------------------------------
Jacqueline Bell at Bankruptcy Law360 reports that Robbins Geller
Rudman & Dowd LLP told a Georgia federal court Monday that it was
dropping its case against Banner & Witcoff Ltd. and others
alleging a conspiracy to force a Robbins Geller client into
bankruptcy to stop a patent lawsuit against Banner client Avaya
Inc.

In a brief notice filed Monday, Robbins Geller said it was
voluntarily dismissing all claims against the defendants without
prejudice.  Erik Maurer, shareholder at Banner, also confirmed
Monday that there was no settlement agreement at least with
respect, Law360 relates.


* Lloyds Banking Final Bids for Distressed Property Loans Due
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that final bids for a
GBP1 billion ($1.6 billion) portfolio of distressed commercial
property loans being sold by Lloyds Banking Group PLC were due on
Nov. 30, people familiar with the situation told Dow Jones.


* Brookfield Asset Takes Chase of Big Distressed Property Deals
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Brookfield Asset
Management, the Toronto-based investment giant that established a
bridgehead in U.S. real estate during the downturn of the early
1990s, is ramping up its pursuit of big-ticket distressed
properties.


* Victory Park Wraps Up Latest Fund With $480 Million
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that debt and equity investor
Victory Park Capital has wrapped up its latest fund above its $400
million target, raising $480 million after less than 18 months
marketing the vehicle.


* BOOK REVIEW: Inside Investment Banking, Second Edition
--------------------------------------------------------
Author:  Ernest Bloch
Publisher: BeardBooks,
Softcover: 430 pages
List Price: $34.95

Review by Henry Berry

Even though Bloch states that "no last word may ever be written
about the investment banking industry," he nonetheless has written
a timely, definitive book on the subject.

Bloch wrote Inside Investment Banking book after discovering that
no textbook on the subject was available when he began teaching a
course on investment banking.  Bloch's book is like a textbook,
though one not meant to be restricted to classroom use.  It's a
complete, knowledgeable study of the structure and operations of
the field of investment banking.  With a long career in the field,
including work at the Federal Reserve Bank of New York, Bloch has
the background for writing the book.  He sought the input of many
of his friends and contacts in investment banking for material as
well as for critical guidance to put together a text that would
stand the test of time.

While giving a nod to today's heightened interest in the
innovative securities that receive the most attention in the
popular media, Inside Investment Banking concentrates for the most
part on the unchanging elements of the field.  The book  takes a
subject that can appear mystifying to the average person and makes
it understandable by concentrating on its central processes,
institutional forms, and permanent aims.  The author shows how all
aspects of the complex and ever-changing field of investment
banking, including its most misunderstood topic of innovative
securities, leads to a "financial ecology" which benefits business
organizations, individual investors in general, and the economy as
a whole.  "[T]he marketplace for innovative securities becomes,
because of its imitators, a systematic mechanism for spreading
risk and improving efficiency for market makers and investors,"
says Bloch. .

For example, Bloch takes the reader through investment banking's
"market making" which continually adapts to changing economic
circumstances to attract the interest of investors.  In doing so,
he covers the technical subject of arbitrage, the role of the
venture capitalist, and the purpose of initial public offerings,
among other matters.  In addition to describing and explaining the
abiding basics of the field, Bloch also takes up issues regarding
policy (for example, full disclosure and government regulation)
that have arisen from the changes in the field and its enhanced
visibility with the public.  In dealing with these issues, which
are to a large degree social issues, and similar topics which
inherently have no final resolution, Bloch deals indirectly with
criticisms the field has come under in recent years.

Bloch cites the familiar refrain "the more things change, the more
they remain the same" and then shows how this applies to
investment banking.  With deregulation in the banking industry,
globalization, mergers among leading investment firms, and the
growing number of individuals researching and trading stocks on
their own, there is the appearance of sweeping change in
investment banking.  However, as Inside Investment Banking shows,
underlying these surface changes is the efficiency of the market.
Anyone looking for an authoritative work covering in depth the
fundamentals of the field while reflecting both the interest and
concerns about this central field in the contemporary economy
should look to Bloch's Inside Investment Banking.

After time as an economist with the Federal Reserve Bank of New
York, Ernest Bloch was a Professor of Finance at the Stern School
of Business at New York University.


                           *********

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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