TCR_Public/111205.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 5, 2011, Vol. 15, No. 337

                            Headlines

99C ONLY: S&P Assigns Preliminary 'B' Corporate Credit Rating
785 PARTNERS: Sues Lender Over Sale of $81MM Debt to 3rd Party
400 BLAIR: Court OKs Gregg Manzione as Appraiser
AEROGROW INTERNATIONAL: Executes Third Addendum to Pawnee Lease
AGY HOLDING: S&P Lowers Corporate Credit Rating to 'CCC-'

AMADCO INC: Case Summary & 4 Largest Unsecured Creditors
AMERICAN APPAREL: Amends 24.2 Million Common Shares Offering
AMERICAN AXLE: Thomas Claugus Discloses 6.3% Equity Stake
ANCHOR BANCORP: Extends Maturity of U.S. Bank Credit Pact to 2012
APOLLO CASUALTY: A.M. Best Withdraws 'C++' Fin'l Strength Rating

ATLANTIC & PACIFIC: UFCW Modifies Collective Bargaining Agreements
ATRINSIC INC: Agrees to End Sharon Siegel's Employment
AURA SYSTEMS: L. Bell and R. Howsmon Appointed to Board
BANKATLANTIC BANCORP: Receives Default Notices from WTC
BARNWELL COUNTY: U.S. Trustee Appoints 3-Member Creditors' Panel

BARRINGTON BROADCASTING: S&P Assigns 'B' Rating to $185MM Loan B
BELLISIO PARENT: S&P Assigns Prelim. 'B' Corporate Credit Rating
BIO-KEY INTERNATIONAL: Ends Merger Plans with SIC Biometrics
BIONOL CLEARFIELD: OppenheimerFunds Sues WestLB Over Altered Deal
BLITZ U.S.A.: Hires Capstone Financial as Investment Banker

BLITZ USA: U.S. Trustee Appoints 7-Member Creditors' Panel
BLUEKNIGHT ENERGY: MSD Capital Owns 22.4% of Common Units
BRIGHAM EXPLORATION: 87% Outstanding Shares Tendered to Statoil
BROWN SHOE: S&P Lowers Corporate Credit Rating to 'B'
CAGLE'S FARMS: Court OKs Lowenstein Sandler as Creditors' Counsel

CAGLE'S FARMS: McKenna Long Approved as Committee's Local Counsel
CANO PETROLEUM: Delays Form 10-Q, Sees $1MM-2MM Net Income in Q3
CAPITAL GROWTH: Terminates Registration of Common Stock
CAPRI DEVELOPMENT: Case Summary & 14 Largest Unsecured Creditors
CASTAIC PARTNERS: Case Summary & Largest Unsecured Creditor

CATALYST PAPER: Third Avenue Discloses 29.3% Equity Stake
CCO HOLDING: Fitch Assigns 'BB-' Rating to Sr. Unsecured Notes
CELL THERAPEUTICS: Board Approves $150,000 Bonus to CEO
CHAMPION STEEL: Case Summary & 20 Largest Unsecured Creditors
CHARTER COMMUNICATIONS: Posts Narrower Third-Quarter Loss

CLAIM JUMPER: Goldcoast Liquidating Plan Declared Effective
CLAIRE'S STORES: Reports $1.8 Million Third Quarter Net Income
CLARE AT WATER TOWER: Has Interim OK on $2.5MM Loan, Cash Use
CLARE AT WATER TOWER: DIP Loan Requires Plan, Sale in February
CLARE AT WATER TOWER: Sec. 341 Creditors' Meeting on Dec. 20

CLEARWIRE CORP: Inks $1.6 Billion Agreements with Sprint
CURTIS FARMS: Voluntary Chapter 11 Case Summary
DELTATHREE INC: Y. Ozeri to Assume Position of Finance Director
DELUXE ENT: S&P Puts B- Corp. Credit Rating on Watch Developing
DIVERSEY HOLDINGS: Fitch Withdraws 'B' LT Issuer Default Rating

DNA LLC: Case Summary & 4 Largest Unsecured Creditors
DOMTAR CORPORATION: DBRS Confirms Issuer Rating at 'BB'
EDIETS.COM INC: Enters into $500,000 Private Placement with BBS
EDIETS.COM INC: Common Stock to Move from NASDAQ to OTCBB
ELEPHANT TALK: Approved to Trade on NYSE Amex

EMIGRANT BANCORP: Fitch Affirms 'B-/B' Issuer Default Ratings
EMMIS COMMUNICATIONS: Amends $6MM "Dutch Auction" Tender Offer
EMPIRE RESORTS: Extends Exclusivity Pact with EPR to Dec. 21
ENDURANCE INT'L: S&P Affirms 'B' Corporate Credit Rating
ENER1 INC: Common Stock Delisted from NASDAQ

EVERGREEN ENERGY: Receives Delisting Notice from NYSE Arca
EVERGREEN ENERGY: Begins Trading on the OTCBB
FANNIE MAE: Agrees to Modify HFA Initiative Programs
FILENE'S BASEMENT: Hilco Streambank to Auction IP Assets
FREMONT GENERAL: Investors Lose Bid to Revive Securities Suit

FUENTES ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
GENERAL MARITIME: Seeks Approval of Bidding Procedures
GOLDEN EAGLE: Calif. Ct. Affirms Ruling on Calsol Defense Costs
GP INVESTMENT: Fitch Affirms 'B+' LT Issuer Default Rating
GREATER WENATCHEE: S&P Cuts Rating on Limited Sales BANs to 'D'

GREATER WENATCHEE: S&P Lowers Rating on Special Tax BANs to 'D'
GSC Group: Plan Hearing Delayed Over Voting Dispute
GUANGZHOU GLOBAL: Inks Amendment Agreement with Enable, et al.
GUIDED THERAPEUTICS: To Issue 5.8MM Shares Under 1995 Stock Plan
HAMPTON ROADS: Fitch Affirms Rating on Class III Notes at 'B+'

HAWKER BEECHCRAFT: Cut by S&P to 'CCC' on Poor Credit Protection
HMC/CAH CONSOLIDATED: Court Approves Husch Blackwell as Counsel
HOCHHEIM PRAIRIE: S&P Affirms 'BB' Long-Term Credit Rating
HRAF HOLDINGS: To Present Plan for Confirmation on Dec. 29
HUNTINGTON BANCSHARES: Fitch Assigns BB- Preferred Stock Rating

HUSSEY COPPER: Court OKs FTI Consulting as Committee's Advisor
INDALEX LTD: Supreme Court of Canada to Hear PBA Case
INNER CITY: Hearing on Further Access to Cash Collateral Today
JCK HOTELS: Plan Filing Period Extended Until Jan. 2
JEFFERSON COUNTY: Judge Trims Receiver's Challenges

JER JAMESON: Hearing Tomorrow on Further Cash Collateral Use
JETBLUE AIRWAYS: S&P Affirms 'B-' Corporate Credit Rating
L.A. DODGERS: Judge Denies Fox Bid to Subpoena McCourt, Gelig
LACK'S STORES: Can Continue Using Senior Lenders' Cash 'til Feb. 1
LAS VEGAS MONORAIL: Court Says Chapter 11 Plan Not Feasible

LEHMAN BROTHERS: Subpoenas Goldman Sachs Funds in Bankruptcy Probe
LEVEL 3: Completes Sale of Coal Mining Business
LOCAL INSIGHT: Amended Plan Declared Effective Nov. 18
LOMBARD PUBLIC: S&P Affirms 'B-' Rating on $53.995-Mil. Bonds
LVN PROPERTY: Case Summary & 18 Largest Unsecured Creditors

MACCO PROPERTIES: Can Execute Change in Terms AGMTs with Frontier
MAIN STREET: Voluntary Chapter 11 Case Summary
MAJESTIC STAR: Casino Emerges from Chapter 11 Reorganization
MANISTIQUE PAPERS: Wants Plan Filing Exclusivity Until April 13
MANISTIQUE PAPERS: Seeks to Employ Sanabe as Investment Banker

MARION AMPHITHEATRE: Seeks to Employ McCarthy as Counsel
MEDICURE INC: Swings to C$23.5 Million Net Income in Q1 2012
METOKOTE CORP: S&P Raises Corporate Credit Rating to 'B-'
MOORE SORRENTO: Can Employ SH&S as Special Litigation Counsel
MORGAN'S FOODS: Extends KFC Remodeling Deadline to Dec. 31

MORGANS HOTEL: Royalton & Walton Sell Interests in Hotels JV
MORGANS HOTEL: Board Members Hiked to Ten; Appoints A. Sasson
MPG OFFICE: James Higgins Owns 5.5% of Series A Preferred Shares
MRA PELICAN: U.S. Trustee Unable to Form Committee
MW GROUP: Court Approves Moon Wright as Bankruptcy Counsel

MW GROUP: Can Hire Updike Kelly as Environmental Counsel
NATIONWIDE ASSET: Voluntary Chapter 11 Case Summary
NCO GROUP: Commences Tender Offers of $365 Million Notes
NEW LEAF: Unable to Raise Capital, Seeks Strategic Alternatives
NORTHCORE TECHNOLOGIES: TSX Commences Delisting Review

NORTHERN BERKSHIRE: Wants Plan Solicitation Period Until Feb. 10
NOVELIS INC: S&P Retains 'B+' Corporate Credit Rating
O'CHARLEY'S INC: S&P Withdraws 'B' Corporate Credit Rating
OAK RIDGE: Meeting to Form Creditors' Panel on Dec. 14
OXBOW CARBON: S&P Raises Corporate Credit Rating to 'BB'

PAETEC HOLDING: S&P Raises Corporate Credit Rating to 'BB-'
PARADISE HOSPITALITY: Tas Lim Ruger as Bankruptcy Counsel
PARADISE HOSPITALITY: Taps Anspach Law as Special Ohio Counsel
PATRIOT NATIONAL: Taps M. Weinbaum; Meets Nasdaq Requirements
PHH CORP: Fitch to Rate $250 Mil. Sr. Unsecured Notes at 'BB+'

REALOGY CORP: Enters Into Headquarters Lease with 175 Park Avenue
RUDEN MCCLOSKY: Court OKs Sale of Assets to Greenspoon Marder
RYLAND GROUP: Kenneth Griffin Discloses 5% Equity Stake
SHASTA LAKE: Wants to Continue Using BofA Cash Collateral
SONJA TREMONT: Hannibal Accuses Reality TV Star of Delay

SOUTH OF THE STADIUM: To Ask Court to Confirm Plan on Jan. 3
STRATUS MEDIA: Jack Schneider Appointed as Board Advisor
SUMMER VIEW: To Seek Approval of Plan Disclosures on Jan. 11
SWADENER INVESTMENT: To Present Plan for Confirmation Tomorrow
SWISS CHALET: Court Approves Scherrer Hernandez as Broker

SWISS CHALET: Files Schedules of Assets and Liabilities
T3 MOTION: Mary Schott to Resign from Board of Directors
TARO PHARMACEUTICAL: IsZo Capital Writes to Special Committee
TEGRANT CORP: S&P Raises Corporate Credit Rating From 'CCC+'
TELKONET INC: Glenn Garland Named to Board of Directors

TENET HEALTHCARE: Amends $800MM Credit Agreement with Citicorp
THERMOENERGY CORP: Hires Grant Thornton as New Accountants
THORNBURG MORTGAGE: 1st Amendment Does Not Shelter Ratings Firms
TOWN CENTER: Requests Emergency Hearing on Postpetition Financing
TRANSDIGM GROUP: Fitch Affirms Issuer Default Ratings at 'B'

TRONOX INC: Fights Bid to Cap Damages in $15-Bil. Spinoff Suit
UNIFRAX HOLDING: S&P Assigns 'B+' Rating to EUR95-Mil. Term Loan
VERIFONE SYSTEMS: S&P Retains 'BB-' Corporate Credit Rating
VILLAGE AT PENN: Case Summary & 20 Largest Unsecured Creditors
VISUALANT INC: Incurs $2.4 Million Net Loss in Fiscal 2011

WEBSTER FIN'L: Fitch Affirms 'BB+' Preferred Stock Rating

* BOND PRICING -- For Week From Nov. 28 to Dec. 2, 2011



                            *********

99C ONLY: S&P Assigns Preliminary 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to 99› Only Stores. The outlook is stable.

"At the same time, we assigned a preliminary 'B+' issue-level
rating with a preliminary '2' recovery rating to the company's
$525 million term loan. The '2' recovery rating indicates our
expectation for substantial (70% to 90%) recovery of principal in
the event of a payment default," S&P said.

"We also assigned a preliminary 'CCC+' issue-level rating with a
preliminary '6' recovery rating to the company's $250 million
senior unsecured notes. The '6' recovery rating indicates our
expectation for negligible (0% to 10%) recovery of principal in
the event of a payment default," S&P related.

"We do not rate the company's proposed $175 million asset-based
loan (ABL) revolving credit facility, which we do not expect to be
drawn at closing," S&P said.

Ares and Canada Pension Plan Investment Board (CPPIB) intend to
use the facilities, together with $237 million in cash and
equivalents and $636 million in equity, to buy 99› for about $1.6
billion, excluding fees and expenses.

"Preliminary ratings on 99› reflect our expectation that the
company's pro forma metrics, will remain indicative of a highly
leveraged financial risk profile," said Standard & Poor's credit
analyst Mariola Borysiak.

"The outlook is stable. Pro forma credit metrics are in line with
the rating category, and we expect that operational improvement,
coupled with modest debt reduction, will result in improved credit
measures over the intermediate term. We expect revenue growth in
the mid-single digits due to positive same-store sales growth and
the opening of new stores. We expect improving EBITDA margins
as benefits from inventory management, labor reduction, and
improved distribution helps offset inflationary pressures," S&P
said.

"We could raise the rating if successful store expansion and
pricing strategies generate double-digit same-store sales and
gross margins improve 60 basis points. This would result in
leverage below 5.0x. We could lower the rating if competitive
pressures, coupled with operational inefficiencies, result in
meaningful loss of market share, leading to weaker profitability
and leverage above 6.0x. This could occur, for example, if sales
remain flat and gross margin narrows about 60 basis points," S&P
said.


785 PARTNERS: Sues Lender Over Sale of $81MM Debt to 3rd Party
--------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that 785 Partners LLC
launched a suit Saturday claiming TD Bank NA sold their
$81 million loan to a third party without giving them a chance to
bid on it, pushing their company into Chapter 11 bankruptcy.

According to Law360, Kevin and Donald O'Sullivan, the principal
owners of 785 Partners, said they relied on the representations of
a TD Bank executive who promised them they could bid on the debt,
which the bank instead sold to a so-called predatory vulture fund.

                      About 785 Partners LLC

785 Partners LLC owns a 42-story building on 785 Eighth Avenue,
New York.  The developer intended to sell 122 condominium units,
but it failed to obtain the requisite condominium approvals from
the New York State Attorney General.

785 Partners is owned 98.75% by 8 Avenue and 48th Street
Development LLC.  The remaining membership interests are held by
Esplanade Tower Corporation -- its managing member, the holder of
a 1% membership interest, and a wholly-owned subsidiary of 8
Avenue -- and Esplanade 8th Avenue LLC -- holder of a passive
0.25% membership interest.

The Company obtained $84 million of secured financing in January
2007 from PB Capital Corporation, and TD Bank, N.A.  First
Manhattan later bought the secured claim and says the claim has
risen to $101 million, which is higher than the market value of
the property.

785 Partners filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-13702) on Aug. 3, 2011.  Sheldon I. Hirshon, Esq., Craig A.
Damast, Esq., and Lawrence S. Elbaum, Esq., at Proskauer Rose LLP,
in New York, represent the Debtor as counsel.  Weitzman Group Inc.
serves as real estate and financial consultant.

In its schedules, the Debtor disclosed $106,000,000 in assets and
$95,467,612 in liabilities, all secured.

785 Partners filed an amended plan and disclosure statement.
Under the Plan, the Debtor will continue to exist as a separate
entity, with 8 Avenue as initial managing member.  The claims of
First Manhattan is impaired under the Plan.  Holders of Class 7
Allowed General Unsecured Claims will be paid in full, in Cash.
All Class 8 Old Membership Interests will be canceled and
extinguished.  8 Avenue will receive 63.75% of the New Membership
Interests, Tower will receive 1.00% of the New Membership
Interests, and Esplanade will receive 0.25% of the New Membership
Interests.  A copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/785partners.dkt71.pdf

Attorneys for First Manhattan Developments REIT are:

          Gerard R. Luckman, Esq.
          Jay S. Hellman, Esq.
          SILVERMANACAMPORA LLP
          100 Jericho Quadrangle, Suite 300
          Jericho, NY 11753
          Tel: (516) 479-6300
          E-mail: GLuckman@SilvermanAcampora.com
                  JHellman@SilvermanAcampora.com

               - and -

          Thomas P. Battistoni, Esq.
          Louis T. DeLucia, Esq.
          SCHIFF HARDIN, LLP
          666 Fifth Avenue, 17th Floor
          New York, NY 10103
          Tel: (212) 753-5000
          E-mail: ldelucia@schiffhardin.com
                  tbattistoni@schiffhardin.com


400 BLAIR: Court OKs Gregg Manzione as Appraiser
------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized 400 Blair Realty Holdings, LLC, to employ Gregg
Manzione, MAI, as its appraiser to value the Debtor's real
property for the purposes of pursuing confirmation of the Debtor's
proposed plan of reorganization.

Manzione will appraise the Debtor's 181,000 square foot industrial
building situated on 14.7 acres of real property identified on the
tax maps of the Borough of Carteret, Middlesex County, New Jersey
as Block 50.02, Lot 2.

The Debtor will pay Manzione $5,000 for preparation of the
appraisal plus $275 an hour for testimony.

                       About 400 Blair Realty

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  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 Lawrence S.
Berger, manager.

The Debtor's bankruptcy counsel is Morris S. Bauer, Esq., at
Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey.


AEROGROW INTERNATIONAL: Executes Third Addendum to Pawnee Lease
---------------------------------------------------------------
AeroGrow International, Inc., and Pawnee Properties, LLC, executed
a Third Addendum to the lease agreement between the parties dated
July 27, 2006, pursuant to which AeroGrow leases its headquarters
office space from Pawnee.  The Third Addendum reduces the square
footage leased by the Company from 16,184 sq. ft. to 9,868 sq.
ft., reduces the current monthly base rent to $9,046 from $19,261,
reduces the Company's proportionate share of estimated building
operating expenses, provides for 3.5% annual increases in the
monthly base rent, reduces the security deposit held by Pawnee,
and extends the Lease term to September 30, 2014 from January 31,
2012.  In addition, the Third Addendum provides for the repayment
of past due rent and operating expenses totaling $116,401 on a
scheduled basis through March 1, 2014.

* Credit Card Notes

On Nov. 23, 2011, the Company closed on the private sale of
$242,727 in Series 2011CC 17% secured promissory notes backed by a
portion of the Company's prospective credit card receipts, and a
1% share of the Company's prospective monthly sales into the
network marketing channel for a period of three years following
the Company's first sale into the network marketing channel.
Consideration for the Credit Card Notes issued on Nov. 23, 2011,
comprised $242,727 in cash.  After deducting $10,407 of placement
agent sales commissions, net cash proceeds to the Company totaled
$232,320.  In addition, the Company will be obligated to pay a
deferred sales commission to the placement agent equal to 10% of
the MLM Revenue Share paid to investors in the Credit Card
Offering, concurrently with the payment of the MLM Revenue Share.

As previously disclosed, the Company entered into agreements with
thirteen investors in the Credit Card Offering, representing
approximately 80% of the total amount of Credit Card Notes issued
pursuant to the Credit Card Offering and prior to the November
23rd Closing.  Under the terms of the Reinvestment Agreements, the
investors agreed to purchase additional Credit Card Notes at face
value with the proceeds from payments made by the Company of
principal and interest on the Credit Card Notes due on or about
Nov. 23, 2011, Dec. 9, 2011, and Dec. 23, 2011.  Included in the
November 23rd Closing were Reinvested Note Payments totaling
$62,727.

As previously disclosed, the Company closed on the sale of
$1,183,976 in Credit Card Notes pursuant to the Credit Card
Offering.  Consideration for the Prior Closings comprised
$1,002,500 in cash and the conversion of $181,476 in other
obligations of the Company, including $61,476 of deferred
compensation owed to executive officers of the Company.  After
deducting commissions and expenses paid to the placement agent,
net cash proceeds to the Company from the Prior Closings totaled
$970,962.

The obligation of the Company to repay the Credit Card Notes is
severally guaranteed by Jack J. Walker, the Company's Chairman (up
to $445,845), J. Michael Wolfe, the Company's President and CEO
(up to $178,338), and H. MacGregor Clarke, the Company's Chief
Financial Officer (up to $89,169).

The Credit Card Notes bear interest at 17% per annum and have a
final maturity of Oct. 1, 2012.  20% of the Company's daily credit
card receipts will be held in escrow with First Western Trust Bank
under an Escrow and Account Control Agreement to fund bi-weekly
payments of principal and interest to the investors in the Credit
Card Offering.

The Company intends to use the proceeds from the Credit Card
Offering to invest in advertising and marketing programs to
support its direct-to-consumer business, purchase inventory,
provide other general working capital, and pay commissions and
expenses related to the private offering.  The issuance of the
Credit Card Offering was conducted in reliance upon exemptions
from registration requirements under the Securities Act of 1933,
including, without limitation, those under Rule 506 of Regulation
D.

* Lease Promissory Note

On Nov. 30, 2011, the Company executed a promissory note in the
principal amount of $116,401 in favor of Pawnee.  The Lease
Promissory Note details the terms and conditions pursuant to which
the Company will pay to Pawnee past due rent and building
operating expenses related to the Company's headquarters lease.
The Lease Promissory Note carries an interest rate of 6% per annum
for the first twelve months, and 8% per annum thereafter.
Payments of principal and interest are due on the first day of
each month during the periods: (i) December 2011 through April
2012 (aggregate payments for the period of $45,000); (ii) November
2012 through April 2013 (aggregate payments for the period of
$45,000); and (iii) November 2013 through March 2014 (aggregate
payments for the period of $36,064, which amount will be reduced
by $4,500 in the event that all payments due are made on a timely
basis).  The Lease Promissory Note can be prepaid at any time, at
the option of the Company, without penalty.  In the event of a
default in payment, the interest rate would be increased to 15%
per annum and Pawnee would have the option to (i) declare the
Lease Promissory Note to be immediately payable, or (ii) add the
accrued interest to the principal balance.

                          About 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 reported a net loss of $2.6 million on $3.0 million of
product sales for the six months ended Sept. 30, 2011, compared
with a net loss of $3.9 million on $3.2 million for the six months
ended Sept. 30, 2010.

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.


AGY HOLDING: S&P Lowers Corporate Credit Rating to 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Aiken, S.C.-based AGY Holding Corp. (AGY) to 'CCC-' from
'CCC+'. The outlook is negative. "At the same time, we are
lowering our issue-level rating on the company's $175 million
second-lien notes to 'CC' from 'CCC+' and revising the recovery
rating to '5' from '4', indicating our expectation of a modest
recovery (10% to 30%) in the event of a payment default," S&P
said.

"Our rating action reflects our view that AGY's credit quality has
deteriorated due to ongoing weakness in its operating performance,
a decline in liquidity, and the potential for insufficient
liquidity to meet interest payments in 2012. As of Sept. 30, 2011,
the company reported total liquidity of $17 million including
$16.2 million of availability under its unrated revolving credit
facility. AGY reported that it expected liquidity to decline to
levels of around $12.4 million in November following the payment
of nearly $10 million in semiannual interest on its notes. It also
expects effective availability to be lower than the reported
figures, because the company is also subject to a fixed-charge
coverage ratio covenant if availability under its revolving credit
facility declines to below $6.25 million. We do not expect to be
in compliance if the covenant becomes applicable. Current
liquidity levels have declined from our expectations of a minimum
liquidity of $20 million at the previous rating. Key credit risks,
in our view, are liquidity insufficient to meet requirements
(including approximately $20 million in future interest payments
in 2012). An additional risk is potential liquidity requirements
possibly arising from the put option available with the seller of
AGY Hong Kong Ltd. for the remaining 30% of the company not yet
purchased by AGY.  The put option can be exercised through Dec.
31, 2013. AGY reports a fair value of about $0.23 million for the
remaining 30% of the AGY Hong Kong Ltd. as of Sept. 30, 2011 -- a
decline from an initial estimated value of about $12 million in
2009. AGY Hong Kong also has about $10.5 million of debt, which
the company reports it is trying to extend, and approximately
$11.5 million in annually renewable working capital facilities due
in 2012 (debt at AGY Hong Kong is nonrecourse to AGY)," S&P said.

"Our rating factors in a very limited amount of financial
flexibility. The company uses precious metal in its manufacturing
processes, which could potentially be available for liquidation to
fund requirements. AGY realized about $14 million in proceeds from
such sales in 2010 and reported that it sold additional metal in
October 2011. However, metal sales reduce the borrowing base under
the revolving credit facility; we believe this is, at best, a very
modest source of incremental liquidity. We do not factor any
potential support from the financial sponsor in our ratings. In
second-quarter 2009, the financial sponsor provided roughly $20
million in equity funding for the cash component of AGY's
acquisition of AGY Hong Kong," S&P related.

The ratings on AGY also reflect its highly leveraged financial
profile (including constrained liquidity) and a vulnerable
business position in a relatively narrow segment of the glass
fiber market with significant concentration of revenue and
operating profits from a few customers. The company's strengths
include its technological capabilities in some specialized
product categories, a focus on increasing the contribution from
value-added products, and good market shares in its business
niches," S&P said.

Aiken, S.C.-based AGY and its operating subsidiaries manufacture
glass yarns with varying degrees of specialization and
technological complexity. The company's products are geared to
niche, and sometimes customized, applications in end markets that
include aerospace, defense, construction, and electronics.
AGY typically sells its products to an intermediary that weaves
yarns for sale to that entity's own customers, although the
company is significantly involved in the technical specification
and marketing of its products to end users. In 2009 the company
acquired 70% of AGY Hong Kong a China-based producer of glass
fiber catering mainly to global electronic producers, many of whom
have key operations in East Asia. The private investment company
Kohlberg & Co. LLC, through its affiliates, acquired AGY from a
consortium of previous owners in 2006. AGY emerged from Chapter 11
protection in April 2004.


AMADCO INC: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: AMADCO, INC.
        4300 Biscayne Blvd Ste 305
        Miami, FL 33137-3255

Bankruptcy Case No.: 11-43044

Chapter 11 Petition Date: November 30, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Brad Culverhouse, Esq.
                  320 S Indian River Dr # 100
                  Ft Pierce, FL 34950
                  Tel:(772) 465-7572
                  E-mail: bradculverhouselaw@gmail.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 four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-43044.pdf

The petition was signed by Donn S. Dutton, president.


AMERICAN APPAREL: Amends 24.2 Million Common Shares Offering
------------------------------------------------------------
American Apparel, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No.2 to Form S-1 registration
statement relating to the resale by Anson Investments Master Fund
LP, Delavaco Capital Inc., Dynamic Power Hedge Fund, et al., of
up to 24,182,669 shares of common stock of the Company.  These
shares were issued to the selling stockholders pursuant to a
Purchase and Investment Agreement, dated as of April 26, 2011, or
the Investor Purchase Agreement, among the Company, and the
selling stockholders.  The Company is required to file this
registration statement pursuant to the Investor Purchase
Agreement.

The Company will not receive any proceeds from the sale of the
shares of common stock by the selling stockholders.  The Company
does not know when or in what amount the selling stockholders may
offer the shares for sale.

The Company has agreed to pay certain expenses in connection with
this registration statement and to indemnify the selling
stockholders against certain liabilities.  The selling
stockholders will pay all underwriting discounts and selling
commissions, if any, in connection with the sale of the shares of
common stock.

The selling stockholders may offer and sell or otherwise dispose
of the shares of common stock described in this prospectus from
time to time through public or private transactions at prevailing
market prices, at prices related to prevailing market prices or at
privately negotiated prices.

The common stock is traded on the NYSE Amex under the symbol
"APP."  The last reported sale price of the common stock on the
NYSE Amex on Dec. 1, 2011, was $0.55 per share.

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

                        http://is.gd/JUXBMC

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Wall Street Journal reports that Skadden, Arps, Slate, Meagher
& Flom has been advising the company on its recent restructuring
efforts alongside investment bank Rothschild Inc.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.

                        Going Concern Doubt

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.

As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement.  As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.

American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.

The Company also reported a net loss of $28.15 million on $389.76
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $67.01 million on $389.02 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $323.64
million in total assets, $267.51 million in total liabilities and
$56.12 million in total stockholders' equity.

                        Bankruptcy Warning

The Company incurred a loss from operations of $20,942 for the
nine months ended Sept. 30, 2011, compared to a loss from
operations of $38,167 for the nine months ended Sept. 30, 2010.
The current operating plan indicates that losses from operations
will be incurred for all of fiscal 2011.  Consequently, the
Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern.

There can be no assurance that management's plan to improve its
operating performance and financial position will be successful or
that the Company will be able to obtain additional financing on
commercially reasonable terms or at all.  As a result, the
Company's liquidity and ability to timely pay its obligations when
due could be adversely affected.  Any new financing also may be
substantially dilutive to existing stockholders and may require
reductions in exercise prices or other adjustments of the
Company's existing warrants.  Furthermore, the Company's vendors
and landlords may resist renegotiation or lengthening of payment
and other terms through legal action or otherwise.  If the Company
is not able to timely, successfully or efficiently implement the
strategies that it is pursuing to improve its operating
performance and financial position, obtain alternative sources of
capital or otherwise meet its liquidity needs, the Company may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code.


AMERICAN AXLE: Thomas Claugus Discloses 6.3% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Thomas E. Claugus and his affiliates
disclosed that, as of Nov. 30, 2011, they beneficially own
4,720,700 shares of common stock of American Axle & Manufacturing
Holdings, Inc., representing 6.3% of the shares outstanding.  As
previously reported by the TCR on Oct. 3, 2011, Mr. Claugus
disclosed beneficial ownership of 3,890,500 shares of common stock
of or 5.2% equity stake.  A full-text copy of the amended Schedule
13G is available for free at http://is.gd/4Cn9fW

                        About American Axle

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

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

                          *     *     *

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

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


ANCHOR BANCORP: Extends Maturity of U.S. Bank Credit Pact to 2012
-----------------------------------------------------------------
Anchor BanCorp Wisconsin Inc., on Nov. 29, 2011, entered into
Amendment No. 8 to the Amended and Restated Credit Agreement,
dated as of June 9, 2008, among the Company, the lenders from time
to time a party thereto, and U.S. Bank National Association, as
administrative agent for those lenders.

The Amendment provides the following:

    * The maturity date of the Credit Agreement is Nov. 30, 2012.

    * The outstanding balance under the Credit Agreement from time
      to time will bear interest at a rate equal to 15.0% per
      annum.

    * An amendment fee in an amount equal to 1.50% of the
      outstanding principal amount is due on the earlier of (i)
      the Maturity Date or (ii) the date on which the Company's
      obligations and liabilities are due or declared due.

    * AnchorBank, fsb, the Company's wholly-owned subsidiary,
      will maintain the following financial covenants:

          -- a Tier 1 Leverage Ratio of not less than 3.70% at all
             times.

          -- a Total Risk Based Capital Ratio of not less than
             7.50% at all times.

          -- the ratio of Non-Performing Loans to Gross Loans
             will not exceed 15.00% at all times.

The outstanding principal amount under the Credit Agreement as of
Nov. 29, 2011, was $116.3 million.  The Credit Agreement and the
Amendment also contain customary representations, warranties,
conditions, indemnification and events of default for agreements
of such type.

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

                        http://is.gd/NYZaEw

                       About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.  The
Corporation and the Bank continue to consult with the successors
to the OTS, Federal Reserve, the the Office of the Comptroller of
the Currency and Federal Deposit Insurance Corporation on a
regular basis concerning the Corporation's and Bank's proposals to
obtain outside capital and to develop action plans that will be
acceptable to federal regulatory authorities, but there can be no
assurance that these actions will be successful, or that even if
one or more of the Corporation's and Banks proposals are accepted
by the Federal regulators, that these' proposals will be
successfully implemented.  While the Corporation's management
continues to exert maximum effort to attract new capital,
significant operating losses in fiscal 2009, 2010 and 2011,
significant levels of criticized assets and low levels of capital
raise substantial doubt as to the Corporation's ability to
continue as a going concern.  If the Corporation and Bank are
unable to achieve compliance with the requirements of the Orders,
or implement an acceptable capital restoration plan, and if the
Corporation and Bank cannot otherwise comply with those
commitments and regulations, the OCC or FDIC could force a sale,
liquidation or federal conservatorship or receivership of the
Bank.

As reported by the TCR on July 5, 2011, McGladrey & Pullen, LLP,
in Madison, Wisconsin, expressed substantial doubt about Anchor
Bancorp Wisconsin's ability to continue as a going concern after
auditing the Company's financial results for fiscal year ended
March 31, 2011.  The independent auditors noted that at March 31,
2011, all of the subsidiary bank's regulatory capital amounts and
ratios are below the capital levels required by the consent order.
"The subsidiary bank has also suffered recurring losses from
operations.  Failure to meet the capital requirements exposes the
Corporation to regulatory sanctions that may include restrictions
on operations and growth, mandatory asset dispositions, and
seizure of the subsidiary bank."

The Company's balance sheet at Sept. 30, 2011, showed
$3.19 billion in total assets, $3.21 billion in total liabilities,
and a $13.39 million total stockholders' deficit.


APOLLO CASUALTY: A.M. Best Withdraws 'C++' Fin'l Strength Rating
----------------------------------------------------------------
A.M. Best Co. has withdrawn the financial strength rating of C++
(Marginal) and issuer credit rating of "b" of Apollo Casualty
Company of Florida (Apollo of FL) (headquartered in Des Plaines,
IL), due to its business being transferred to Omni Insurance
Company (OMNI) (headquartered in Atlanta, GA), a pooled member of
the American Independent Companies (Conshohocken, PA).

Apollo of FL's book of business consists of non-standard
automobile policies, which have been novated and transferred to
OMNI, another issuer of the same type of policies.  Additionally,
all outstanding loss and loss adjustment reserves have been ceded
to and assumed by OMNI, pursuant to an Assumption and Reinsurance
Agreement, recently approved by the Florida Office of Insurance
Regulation and the Illinois Department of Insurance.


ATLANTIC & PACIFIC: UFCW Modifies Collective Bargaining Agreements
------------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. disclosed that the
Locals of the United Food and Commercial Workers (UFCW)
International Union have ratified modifications to their
collective bargaining agreements with the Company.  The new
contracts are a key step toward completing the Company's financial
restructuring.

"This agreement with our labor unions marks a significant
milestone in our turnaround efforts," said Sam Martin, A&P's
President and CEO.  "I want to thank our associates for their
steadfast commitment to serving our customers throughout this
process.  As we position the Company to emerge from Chapter 11
early next year with a much stronger financial and operating
foundation, we intend to continue making operational and service
improvements to further enhance the value and in-store experience
we provide to our customers."

The agreement with A&P's labor unions is consistent with and
contemplated by the previously announced joint financing
commitment from The Yucaipa Companies, Mount Kellett and
investment funds managed by Goldman Sachs Asset Management.  The
U.S. Bankruptcy Court for the Southern District of New York
granted approval of the investment agreement on November 14,
contingent upon successful resolution of the Company's
negotiations with its labor unions.

A&P filed a joint Plan of Reorganization and Disclosure Statement
with the Court on November 14.  The Plan of Reorganization is
subject to closing conditions, as well as approval from the
Company's creditors and the Court.  Ratification of the Plan of
Reorganization by the Company's creditors will enable it to pay
secured lenders in full in cash and fund cash recoveries for
general unsecured creditors.

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

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

                       About Great Atlantic

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.


ATRINSIC INC: Agrees to End Sharon Siegel's Employment
------------------------------------------------------
Atrinsic, Inc., and Sharon Siegel have agreed that Nov. 25, 2011,
will be Ms. Siegel's final day of employment as the Company's
Chief Marketing Officer.

                          About Atrinsic

New York City-based Atrinsic, Inc. (NASDAQ: ATRN) is a marketer
of direct-to-consumer subscription products and an Internet
search-marketing agency.  The Company sells entertainment and
lifestyle subscription products directly to consumers, which the
Company markets through the Internet.  The Company also sells
Internet marketing services to its corporate and advertising
clients.

The Company reported a net loss of $14.2 million on $25.7 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $11.6 million on $32.2 million of revenue for the
nine months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$14.1 million in total assets, $19.7 million in total liabilities,
and a stockholders' deficit of $5.6 million.

As reported in the TCR on April 12, 2011, KPMG LLP, in New York,
expressed substantial doubt about Atrinsic's ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations.


AURA SYSTEMS: L. Bell and R. Howsmon Appointed to Board
-------------------------------------------------------
Aura Systems, Inc., appointed Dr. Lon E. Bell, Ph.D., and Roger L.
Howsmon to the Company's Board of Directors.

There was no arrangement or understanding between Dr. Bell or
Mr. Howsmon and any person pursuant to which either Dr. Bell or
Mr. Howsmon was selected as a director.

As of Nov. 30, 2011, neither Dr. Bell nor Mr. Howsmon has been
appointed to any of the committees of the Board of Directors,
although the Company anticipates that both Dr. Bell and
Mr. Howsmon may be appointed to one or more committees in the
future.

Neither Dr. Bell nor Mr. Howsmon has been a party to any
transaction required to be disclosed under Item 404(a) of
Regulation S-K.

Dr. Bell and Mr. Howsmon each received options for the purchase of
200,000 shares of the Company's common stock upon their
appointments.  The warrants have a term of 5 years and an exercise
price of $0.75 per share.

                        About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine 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.


BANKATLANTIC BANCORP: Receives Default Notices from WTC
-------------------------------------------------------
BankAtlantic Bancorp, Inc., on Nov. 23, 2011, received notices of
default from Wilmington Trust Company, in its capacity as trustee
under various indentures, declarations of trust and guarantee
agreements pursuant to which the Company issued junior
subordinated debentures relating to trust preferred securities of
BBC Capital Trust II, BBX Capital Trust II(A) and BBC Capital
Trust XI.  The notices advise the Company that Wilmington Trust
Company believes an event of default has occurred under the
indentures in connection with the recently announced proposed sale
of the stock of BankAtlantic to BB&T Corporation pursuant to the
Stock Purchase Agreement dated as of Nov. 1, 2011, between the
Company and BB&T.  These notices of default relate specifically
to:

   (i) the Indenture, dated as of Sept. 20, 2007, between the
       Company and Wilmington Trust Company, as trustee, pursuant
       to which the Company issued its Floating Rate Junior
       Subordinated Deferrable Interest Debentures Due 2037 ($5.5
       million principal amount plus accrued interest outstanding
       at Sept. 30, 2011);

  (ii) the Indenture, dated as of March 5, 2002, between the
       Company and Wilmington Trust Company, as trustee, pursuant
       to which the Company issued its 8.50% Junior Subordinated
       Debentures Due 2032 ($71.9 million principal amount plus
       accrued interest outstanding at Sept. 30, 2011); and

(iii) the Indenture, dated as of April 10, 2003, between the
       Company and Wilmington Trust Company, as trustee, pursuant
       to which the Company issued its Fixed/Floating Rate Junior
       Subordinated Debt Securities Due 2033 ($11.3 million
       principal amount plus accrued interest outstanding at
       Sept. 30, 2011.

The default notices suggest that an event of default has occurred
under the Indentures based on a covenant which provides that the
Company may not sell or convey all or substantially all of its
property to any other person unless the provisions of the
respective Indentures which set forth a procedure for the
assumption of the obligations under such Indentures by the
purchaser of the Company's property "as an entirety or
substantially as an entirety", in the case of the 2003 Indenture
and the 2007 Indenture, or "all or substantially all" of the
Company's property, in the case of the 2002 Indenture.

The Company does not believe that the execution of the Stock
Purchase Agreement constitutes an event of default under the
Indentures or that the transactions contemplated by the Stock
Purchase Agreement involve either the sale or transfer of all or
substantially all of the Company's property or the sale or
transfer of the Company's property as an entirety or substantially
as an entirety.

The Company believes that the completion of the BB&T transaction
will have both an immediate and long term favorable impact on all
of its stakeholders, including the holders of its trust preferred
securities.  A condition of the Stock Purchase Agreement is the
Company's agreement to pay all outstanding deferred interest on
the trust preferred securities, which has been deferred since the
first quarter of 2009 (approximately $39.1 million at Sept. 30,
2011).  On a longer term basis, the Company believes that its
ability to meet its financial obligations will be significantly
improved.  Based on Sept. 30, 2011, financial information, the
Company's shareholders' equity would increase by approximately
$300 million upon completion of the transaction.  As of Sept. 30,
2011, the Company had consolidated shareholders' equity of only
$7.1 million.

On Nov. 28, 2011, putative holders of direct or indirect interests
in trust preferred securities issued by four trusts sponsored by
the Company (BBC Capital Trust II, BBC Capital Trust IX and BBC
Capital Trust XII and BBX Capital Trust 2007 I(A)) sued the
Company, the Defendant Trusts and BB&T Corporation alleging that
the proposed sale of BankAtlantic to BB&T Corporation contemplated
by the Stock Purchase Agreement violates provisions contained in
the indentures entered into between each of the four trusts and
the Company in connection with the issuance of the trust preferred
securities.  The Complaint, filed in the Court of Chancery of the
State of Delaware, includes six counts: Count I against the
Company seeks a declaration that the proposed sale of BankAtlantic
violates the terms of the indentures; Count II against the Company
and BB&T seeks an injunction blocking the proposed sale of
BankAtlantic to BB&T under the Stock Purchase Agreement; Count III
against the Company is for breach of contract based on the
indentures; Count IV against the Company is for breach of an
implied covenant based on the Guarantee Agreements that the
Company entered into as part of the issuance of the trust
preferred securities; Count V against the Defendant Trusts is for
a declaration that the trusts have a legal duty to direct the
indenture trustees to seek to block the proposed sale of
BankAtlantic to BB&T under the Stock Purchase Agreement; and Count
VI against BB&T is for tortious interference with the Company's
alleged contractual obligations to holders of the trust preferred
securities.  Plaintiffs have also filed a motion for expedited
trial, seeking to have their claims tried in the Delaware Court
prior to the consummation of the proposed sale transaction
contemplated by the Stock Purchase Agreement.  The Company
believes the action is without merit and intends to vigorously
defend the action.

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

                       http://is.gd/DAml91

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $185.82 million on
$223.59 million of total interest income during the prior year.

The Company also reported a net loss of $11.28 million on
$110.36 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $96.95 million on
$135.54 million of total interest income for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.74 billion in total assets, $3.73 billion in total liabilities,
and $7.12 million in total equity.


BARNWELL COUNTY: U.S. Trustee Appoints 3-Member Creditors' Panel
----------------------------------------------------------------
W. Clarkson McDow, Jr, the United States Trustee for Region 4,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Barnwell County Hospital.

The Creditors Committee members are:

       1. GE Healthcare
          Doug Dietzen (designated rep)
          20225 Watertower Blvd.
          Brookfield, WI 53045-3597
          Tel: (262) 798-4503
          Fax: (262) 546-0749

       2. Robert M. Peeples
          Rodney A. Peeples (designated rep)
          P. O. Box 426
          Barnwell, SC 29812
          Tel: (803) 259-3868
          Fax: (803) 259-1368

       3. Nexsen Pruet, LLC
          Julio E. (Rick) Mendoza, Jr. (designated rep)
          P. O. Drawer 2426
          Columbia, SC 29202
          Tel: (803) 540-2026
          Fax: (803) 727-1478

                 About Barnwell County Hospital

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

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


BARRINGTON BROADCASTING: S&P Assigns 'B' Rating to $185MM Loan B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Hoffman Estates, Ill.-based TV broadcaster
Barrington Broadcasting LLC's proposed $185 million term loan B.
The issue-level rating is 'B' (at the same level as the
'B' corporate credit rating on the company). "The recovery rating
is '3', indicating our expectation of meaningful (50% to 70%)
recovery in the event of a payment default," S&P said.

"At same time, we revised our rating outlook on the company to
positive from stable. Existing ratings on the company, including
the 'B' corporate credit rating, were affirmed," S&P related.

The company plans to use credit facility proceeds to repay its
existing senior secured credit facility and senior subordinated
notes, and to push out maturities.

"The outlook revision to positive reflects the improvement in
Barrington's capital structure that we expect as a result of the
proposed refinancing transaction, and our expectation of
continuing leverage reduction in 2012 due to debt repayment and
EBITDA growth," said Standard & Poor's credit analyst Daniel
Haines.

"The positive outlook reflects our expectation that the company
will be able to accomplish the proposed transaction, establish an
appropriate cushion of compliance with its total leverage
covenant, and reduce debt with discretionary cash flow through the
100% excess cash flow sweep. We could raise the rating if we
become convinced that the company will be able to maintain a 20%
cushion of compliance with its total leverage covenant and reduce
and maintain its average trailing-eight-quarter debt to EBITDA
ratio below 5.0x. This could occur with a 15% revenue increase and
30% EBTIDA increase in 2012, assuming that EBITDA falls by 25% in
2011, a nonelection year. We could revise the outlook to stable or
lower the rating, if operating performance deteriorates due to an
unforeseen sharp decline in core advertising demand, causing
discretionary cash flow to turn negative and EBITDA to
deteriorate, resulting in a narrow cushion of compliance with
covenants. Other factors that could lead to a downgrade include a
failure to complete the proposed transaction or the implementation
of a debt-financed dividend that strains the company's liquidity,"
S&P said.


BELLISIO PARENT: S&P Assigns Prelim. 'B' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Bellisio Parent LLC, Minneapolis-based
Bellisio Foods Inc.'s new parent company. "We also assigned our
preliminary 'B' issue-level ratings to Bellisio Foods' proposed
$200 million senior secured credit facilities, which consist of a
$30 million revolving credit facility due 2016 and a $170 million
term loan due 2017. The preliminary recovery rating on these
facilities is '3', indicating our expectation for meaningful (50%
to 70%) recovery in the event of a payment default. These ratings
are based on preliminary terms and are subject to review upon
receipt of final documentation. As part of the transaction, the
company will be issuing roughly $52 million in mezzanine debt
that will be unrated," S&P said.

"Simultaneously, we raised our corporate credit rating on Bellisio
Foods Inc. to 'B' from 'B-'. We are raising the issue-level
ratings on the company's existing senior secured credit facilities
to 'B+' from 'B'. The recovery ratings remain '2', indicating our
expectation of substantial (70% to 90%) recovery in the event of a
payment default. The outlook on all ratings is stable. We will
withdraw our ratings on these existing debt issues upon the
close of the transaction," S&P said.

"The rating actions reflect our belief that despite the meaningful
increase in debt, the company's operating performance has improved
and that the company will likely maintain adequate liquidity,
improve credit protection measures, continue to generate stable
cash flow, and reduce its debt during the next two years," said
Standard & Poor's credit analyst Bea Chiem.

"Following the transaction, we estimate that the company will have
about $234.7 million of adjusted total debt outstanding," S&P
said.


BIO-KEY INTERNATIONAL: Ends Merger Plans with SIC Biometrics
------------------------------------------------------------
BIO-key International, Inc., announced that after careful
consideration, S.I.C. Biometrics and BIO-key have decided to end
plans to merge; instead BIO-key and S.I.C. have entered into a
reseller partnership agreement to closely collaborate on a number
of tactical business opportunities.

The partnership enables the two companies to resell products,
services and solutions in a cooperative manner thus strengthening
BIO-key's and S.I.C.'s overall market reach by expanding
opportunities for new projects and partnerships that will offer
complete solutions for mobility and access control to business and
Government customers.

Commenting on the developments, Mike DePasquale, BIO-key CEO said,
"Our primary goal is to increase shareholder value.  The Reseller
arrangement enables us to get most of the operating benefits of a
merger while avoiding any cost or shareholder dilution."

"BIO-key is committed to pioneering the gateway for biometrics to
provide a secure path to mobility and the advanced functionality
of Smartphone's and Tablet devices.  On a daily basis we're seeing
indications that the Smartphone's and Tablet PC will be the most
valuable and most utilized technology for consumers and businesses
moving forward.  Your phone will be your credit card, your
passport, your bank and your shopping mall.  Businesses will be
using both phones and tablets to process orders and manage
inventory.  Advanced functionality is going to require a stronger
degree of authentication - identification and security.  Our
hardware independent, universal access software for iOS, Android
and WinMobile devices that is easily integrated into existing
desktop and laptop deployments is the best choice for companies
looking to add the convenient security that finger biometrics
offers.  Our partnership with S.I.C. for mobile and physical
access hardware solutions will help expand our reach in the
market," stated DePasquale.

"We are committed to our partnership with BIO-key for our mutual
success," said Eric Talbot, CEO and founder of S.I.C. Biometrics
Inc.  "At S.I.C. Biometrics, we strongly believe that mobile
security solutions should be available to every type of users in a
simple, efficient and affordable manner.  I am proud to say that
our unparallel mobile solutions deliver this and more to Apple
users around the world and we will continue to bring smart
technologies and processes to maintain our leader position of this
market."

                           About BIO-Key

Wall, N.J.-based BIO-key International, Inc. (OTC BB: BKYI)
-- http://www.bio-key.com/-- develops and delivers advanced
identification solutions to commercial and government enterprises,
integrators, and custom application developers.

The Company reported a net loss of $894,319 on $3.0 million of
revenues for the nine months ended Sept. 30, 2011, compared with
net income of $291,534 on $3.0 million of revenues for the same
period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.6 million
in total assets, $1.9 million in total liabilities, and a
stockholders' deficit of $275,717.

As reported in the TCR on March 29, 2011, Rotenberg Meril Solomon
Bertiger & Guttilla, P.C., in Saddle Brook, New Jersey, expressed
substantial doubt about BIO-key's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company has suffered substantial net
losses in recent years, and has an accumulated deficit at Dec. 31,
2010.


BIONOL CLEARFIELD: OppenheimerFunds Sues WestLB Over Altered Deal
-----------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that OppenheimerFunds
Inc. said in a lawsuit filed November 29 that WestLB AG altered a
credit agreement related to an investment in a failed ethanol
plant, which could result in the investment firm losing up to $65
million.

In a complaint filed in New York state court, OppenheimerFunds
alleged that it reached an agreement with WestLB's New York branch
in fall 2007 that OppenheimerFunds would purchase $65 million
worth of bonds issued by Bionol Clearfield LLC.

Bionol Clearfield filed for Chapter 7 liquidation (Bankr. D. Del.
Case No. 11-_____) in July 2011.  The Company estimated assets
between $50 million and $100 million and liabilities between $100
million and $500 million.  The Company owned a plant that produces
bio-based chemicals and fuels from renewable feedstock.


BLITZ U.S.A.: Hires Capstone Financial as Investment Banker
-----------------------------------------------------------
Blitz Acquisition Holdings, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Capstone
Financial Group, Inc. as investment banker in connection with the
sale of the assets of F3 Brands LLC.

Upon retention, the firm will, among other things:

    a. assist in efforts regarding a possible transaction for F3
       involving the sale of substantially all of F3's assets
       pursuant to a sale process conducted under Sec. 363 of the
       Bankruptcy Code;

    b. conduct a review of F3 in detail sufficient to indemnify
       the elements which contribute to its value;

    c. prepare a descriptive Corporate Memorandum concerning F3,
       which Corporate Memorandum shall not be made available to
       or used in discussions with prospective acquirers until
       both it and is use for the purpose have been approved by
       F3.

The firm will be compensated through a retention fee of $25,000
upon Court approval.  "A Performance Fee" of on these bases:

   a. 5% of the 1st $5 million of the Enterprise Value of the
      Transaction, plus

   b. 2.5% of the 1st $5 million of the Enterprise Value of the
      Transaction, plus

   c. 1% of the amount thereafter  of the Enterprise Value of the
      Transaction.


M. Daniel Smith, President of Capstone Financial Group, Inc.,
attests that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                        About Blitz U.S.A.

Blitz U.S.A. Inc. is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The Company sought bankruptcy to stop 36
product-liability lawsuits.  Annual sales have been about $80
million.  The Company at one time had 70% of the U.S. market.
The company is controlled by Kinderhook Capital Fund II LP.

Liabilities include $41 million owing on a secured term loan and
revolving credit from Bank of Oklahoma.  In addition there is $22
million owing on unsecured subordinated notes.  The company
estimates it owes lawyers $3.5 million for defending
pending suits.

Blitz Acquisition Holdings, Inc. and its affiliates, including
Blitz U.S.A., Inc., and F3 Brands LLC, 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.

The official creditors' committee for Blitz U.S.A. Inc. selected
the Lowenstein Sandler PC from Roseland, New Jersey firm as its
attorneys.

The Chapter 11 case is to be financed with a $5 million secured
loan from Bank of Oklahoma.


BLITZ USA: U.S. Trustee Appoints 7-Member Creditors' Panel
----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of Blitz
Acquisition Holdings, Inc.

The Creditors Committee members are:

       1. Jarden Plastic Solutions
          Attn: Mark Gettig
          1303 South Batesville Road,
          Greer, SC 29650
          Tel: (864) 879-8100
          Fax: (864) 877-4976

       2. Entec Polymers, LLC
          Attn: Melanie Q. Bourbonnais
          1900 Summit Tower Blvd., Suite 900
          Orlando, FL 32810
          Tel: (407) 659-5203

       3. Bekum America Corporation
          Attn: Owen Johnston
          1140 W. Grand River
          Williamston, MI 48895-0567
          Tel: (517) 655-7153
          Fax: (517) 655-7118

       4. Ronald W. Mills
          c/o Richardson Patrick
          Westbrook & Brickman, LLC
          1730 Jackson Street
          P.O. Box 1368
          Barnwell, SC 29812
          Tel: (803) 541-7850
          Fax: (803) 541-9625

       5. Eric Balch
          c/o Watts, Guerra & Craft
          4 Dominion Drive, Bldg. One
          San Antonio, TX 78257
          Tel: (210) 448-0500
          Fax: (210) 448-0501

       6. David Calder
          c/o The Anderson Law Firm
          4245 Kemp, Suite 810
          Wichita Falls, TX 76308
          Tel: (866) 691-7600

       7. Karen Guenott-Korvegay
          c/o Breneman
          Dungan, LLC
          311 Delaware Street, Kansas City
          MO 64105
          Tel: (816) 421-0114

                        About Blitz U.S.A.

Blitz U.S.A. Inc. is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The Company sought bankruptcy to stop 36
product-liability lawsuits.  Annual sales have been about $80
million.  The Company at one time had 70% of the U.S. market.
The company is controlled by Kinderhook Capital Fund II LP.

Liabilities include $41 million owing on a secured term loan and
revolving credit from Bank of Oklahoma.  In addition there is
$22 million owing on unsecured subordinated notes.  The company
estimates it owes lawyers $3.5 million for defending
pending suits.

Blitz Acquisition Holdings, Inc. and its affiliates, including
Blitz U.S.A., Inc., and F3 Brands LLC, 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.

The official creditors' committee for Blitz U.S.A. Inc. selected
the Lowenstein Sandler PC from Roseland, New Jersey firm as its
attorneys.

The Chapter 11 case is to be financed with a $5 million secured
loan from Bank of Oklahoma.


BLUEKNIGHT ENERGY: MSD Capital Owns 22.4% of Common Units
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, MSD Capital, L.P., MSD Torchlight, L.P., and
Michael S. Dell disclosed that, as of Oct. 31, 2011, they
beneficially own 5,512,786 shares of common units of Blueknight
Energy Partners, L.P., representing 22.4% of the shares
outstanding.  As previously reported by the TCR on Nov. 9, 2011,
MSD Capital disclosed beneficial ownership of 23.1% equity stake.
A full-text copy of the amended Schedule 13D is available for free
at http://is.gd/cD0CpP

                      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.


BRIGHAM EXPLORATION: 87% Outstanding Shares Tendered to Statoil
---------------------------------------------------------------
Statoil ASA and Brigham Exploration Company announced that more
than 87.7 percent of the outstanding shares of Brigham's common
stock have been tendered to Statoil (including and assuming
delivery of shares tendered by notice of guaranteed delivery).

"This transaction underpins Statoil's strategy for growth," says
Statoil's Chief Executive Officer, Helge Lund.

"Brigham brings a highly talented team and a first class onshore
asset to our growing North American activities, and we are excited
to include their competence, operational capacity and attractive
position in the Williston Basin as we expand our investments in US
onshore plays," Lund says.

The Brigham stockholders have tendered 104,029,535 shares of
Brigham common stock, par value $0.01 per share, to Statoil's
indirect, wholly owned subsidiary, Fargo Acquisition Inc.,
pursuant to the offer to purchase dated Oct. 28, 2011,
representing more than 87.7 percent of the outstanding Shares
(including and assuming delivery of 7,115,922 Shares tendered by
notice of guaranteed delivery).  The tender offer expired at 12:00
midnight, New York City time, at the end of Wednesday, Nov. 30,
2011.  Purchaser has accepted for payment, and expects to promptly
pay for, all Shares tendered and not withdrawn on or prior to the
expiration of the tender offer.

Statoil has also announced the commencement of a subsequent
offering period beginning on Thursday, Dec. 1, 2011, and expiring
at 12:00 midnight, New York City time, at the end of Wednesday,
Dec. 7, 2011, unless extended.  Any Shares validly tendered during
this subsequent offering period will be accepted immediately for
payment, and tendering stockholders will thereafter promptly be
paid the same offer price of $36.50 per Share, net to the seller
in cash, without interest thereon and less any applicable
withholding taxes, in accordance with the terms of the tender
offer.  The procedures for accepting the tender offer and
tendering Shares during the subsequent offering period are the
same as those described for the tender offer in the offer to
purchase, except that Shares tendered during the subsequent
offering period may not be withdrawn.  Following completion of the
tender offer, Statoil and Purchaser intend to complete the
acquisition of Brigham through a merger under Delaware law.
Brigham stockholders who do not tender their Shares in the tender
offer will not receive payment for their Shares until the
completion of the merger.

Questions and requests for assistance regarding the tender offer
may be directed to the information agent for the offer, Innisfree
M&A Incorporated at (877) 687-1875 or (212) 750-5833.

                     About Brigham Exploration

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

The Company's balance sheet at Sept. 30, 2011, showed $1.74
billion in total assets, $973.68 million in total liabilities and
$773.03 million in total stockholders' equity.

                           *     *     *

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


BROWN SHOE: S&P Lowers Corporate Credit Rating to 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Brown Shoe Co. Inc. to 'B' from 'B+'. "We also lowered
our issue-level rating on the company's unsecured debt to 'B' from
'B+'. The '3' recovery rating on the debt remains unchanged," S&P
said.

"The outlook also reflects our view that despite positive revenue
growth, credit protection metrics may erode modestly over the near
term due to weaker operations," said Standard & Poor's credit
analyst David Kuntz. However, asset sales and store closures are
likely to stabilize performance over the intermediate term.

"The rating on Brown Shoe reflects recent performance that has
been moderately below our expectations as well as that of its
peers," added Mr. Kuntz. "We believe further erosion over the near
term is likely because of store closures, exit of certain
wholesale, specialty, and private brands, and a continued decline
in toning shoe demand. As a result, we expect the company's
credit protection profile is likely to deteriorate over the next
12 months."

"Our stable outlook reflects our view that performance is likely
to erode slightly over the near term because of weak economic
conditions and lower demand. This may result in a slowing of sales
growth and modest margin pressure. Thus, we anticipate that
leverage is likely to increase slightly to the mid-5x area over
the near term. However, the actions taken from the strategic
review should result in some reversal of recent declines over the
next 12 months," S&P said.

"We could lower our rating if sales are below our expectation for
low- to mid-single-digit increases for the fourth quarter in the
Famous Footwear and Wholesale divisions, or are modestly negative
in 2012. Under this scenario, continued merchandise issues would
result in margin erosion of an additional 90 basis points (bps),
leading to leverage in the mid-6x area. Although unlikely, we
could raise our rating if Brown Shoe can demonstrate positive
same-store sales over the near term, while improving margins 90
bps, ahead of our expectations. At that time, leverage would
decline to the low-4x area," S&P said.


CAGLE'S FARMS: Court OKs Lowenstein Sandler as Creditors' Counsel
-----------------------------------------------------------------
The creditors committee in the bankruptcy case of Cagle's Farms
obtained an order from the bankruptcy court authorizing it to to
retain Lowenstein Sandler's Bankruptcy and Creditors' Rights Group
as counsel.

                          About Cagle's

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 FARMS: McKenna Long Approved as Committee's Local Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Cagle's Farms has sought and obtained authority
to retain McKenna Long & Aldridge LLP as local counsel, nunc pro
tunc Oct. 27, 2011.

                          About Cagle's

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.


CANO PETROLEUM: Delays Form 10-Q, Sees $1MM-2MM Net Income in Q3
----------------------------------------------------------------
Cano Petroleum, Inc., was unable to file its quarterly report on
Form 10-Q for the quarter ended Sept. 30, 2011, within the time
frame previously announced in its press release on Nov. 22, 2011,
due to unforeseen delays.  Cano estimates that it will file its
quarterly report on or about Dec. 12, 2011.

The preliminary results for the three months ended Sept. 30, 2011,
that Cano announced previously are updated as follows:

       Total assets: $63 million to $64 million
  Total liabilities: $115 million to $117 million
Stockholder deficit: $52 million to $54 million
            Revenue: $6 million
         Net income: $1 million to $2 million

Additional details will be provided with the filing of the Form
10-Q for the quarter ended Sept. 30, 2011.  Cano cautions that all
of these results are preliminary and subject to change, possibly
materially, following the completion and analysis of the financial
statements for the first quarter, and that the above preliminary
and unaudited financial information does not represent all of the
information that would normally be included in a quarterly report
on Form 10-Q with respect to Cano's financial results.

                        About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company reported a net loss of $185.70 million on
$26.12 million of total operating revenues for the year ended
June 30, 2011, compared with a net loss of $11.54 million on
$22.85 million of total operating revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed
$65.43 million in total assets, $118.80 million in total
liabilities, and a $53.36 million total stockholders' deficit.

Hein & Associates LLP, in Dallas, Texas, noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

                        Bankruptcy Warning

In the past, the Company's strategy had been to convert its
estimated proved undeveloped reserves into proved producing
reserves, improve operational efficiencies in its existing
properties and acquire accretive proved producing assets suitable
for secondary and enhanced oil recovery at low cost.  Due to the
Company's current financial constraints, including continued
losses, defaults under the Company's loan agreements and the
Company's Series D Preferred Stock, no available borrowing
capacity, constrained cash flow, negative working capital, and
limited to no other capital availability, the Company is reviewing
strategic alternatives which include the sale of the Company, the
sale of some or all of the Company's existing oil and gas
properties and assets, potential business combinations, debt
restructuring, including recapitalizing the Company, and
bankruptcy.  The Company continues to focus on cash management and
cost reduction efforts to improve both its cash flow from
operations and profitability.


CAPITAL GROWTH: Terminates Registration of Common Stock
-------------------------------------------------------
Capital Growth Systems, Inc., filed on Nov. 29, 2011, a Form 15
certification and notice of termination and registration of the
Company's Common Stock, par value $0.0001 per share, under Section
12(g) of the Securities Exchange Act of 1934.

A copy of the Form 15 is available for free at http://is.gd/AAGfY2

                       About Global Capacity

Headquartered in Chicago, Illinois, Capital Growth Systems, Inc.,
known as Global Capacity, and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.

Capital Growth Systems and its affiliates filed for Chapter 11
protection on July 23, 2010.  The lead debtor is Global Capacity
Holdco LLC (Bankr. D. Del. Case No. 10-12302).  Global Capacity
Group Inc. estimated $10 million to $50 million in assets and
debts in its petition.

As reported in the TCR on May 18, 2011, Global Capacity has
completed the sale of substantially all of its assets to GC
Pivotal, LLC, an affiliate of Pivotal Group, Inc.  Pivotal had
previously acquired 100% of the secured debt of Global Capacity.

The Joint Plan of Reorganization of the Company and its
subsidiaries named in the Plan was filed with the Court on
Aug. 11, 2010.  The Plan in relevant part provided that all of the
Debtors' Parent Interests (namely, all capital stock and warrants
of the Company) will be canceled as of the Effective Date.

On Oct. 13, 2011, the Court published notice of an order
confirming the Plan as modified, the Effective Date and the Bar
Dates for filing administrative claims and contract/lease
rejection claims.  In that notice the Court stated that the Plan
became effective on Oct. 1, 2011.

The Company will have the right to file to deregister as a public
company due to the absence of any outstanding shareholders as of
the current date.


CAPRI DEVELOPMENT: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Capri Development FLA 11102, LLC
        dba Bloomingdale Palm Center
        208 S. LaSalle St.,  Suite 1600
        Chicago, IL 60604

Bankruptcy Case No.: 11-21793

Chapter 11 Petition Date: November 29, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Caryl E. Delano

Debtor's Counsel: Scott A. Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: sstichter.ecf@srbp.com

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

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

A copy of the list of 14 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb11-21793.pdf

The petition was signed by David Greenberg, manager.


CASTAIC PARTNERS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Castaic Partners II LLC
        800 Silverado Street
        La Jolla, CA 92037

Bankruptcy Case No.: 11-59019

Chapter 11 Petition Date: November 29, 2011

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Julia W. Brand

Debtor's Counsel: David Gilmore, Esq.
                  GILMORE WOOD, VINNARD & MAGNESS
                  P.O. Box 28907
                  Fresno, CA 93729
                  Tel: (559) 448-9800
                  Fax: (559) 448-9899
                  E-mail: dgilmore@gwvm.com

Estimated Assets: not indicated

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Franchise Tax Board       State Taxes            $800
POB 942857
Sacramento, CA
94257-2021

The petition was signed by William J. Barkett, managing member.


CATALYST PAPER: Third Avenue Discloses 29.3% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Third Avenue Management LLC disclosed that,
as of Nov. 29, 2011, it beneficially owns 111,946,903 shares of
common stock of Catalyst Paper Corporation representing 29.3% of
the shares outstanding.  This calculation is based on 381,900,450
common shares of the Company's outstanding as of Nov. 14, 2011, as
reported in the Company's third quarter report filed on Nov. 16,
2011.

As previously reported by the TCR on Oct. 31, 2011, Third Avenue
disclosed beneficial ownership of 115,914,212 common shares of or
30.4% equity stake.

A full-text copy of the amended Schedule 13D is available at:

                        http://is.gd/UqT7NV

                       About Catalyst Paper

Catalyst Paper -- http://www.catalystpaper.com/-- manufactures
diverse specialty mechanical printing papers, newsprint and pulp.
Its customers include retailers, publishers and commercial
printers in North America, Latin America, the Pacific Rim and
Europe.  With four mills, located in British Columbia and Arizona,
Catalyst has a combined annual production capacity of 1.9 million
tons.  The Company is headquartered in Richmond, British Columbia,
Canada and its common shares trade on the Toronto Stock Exchange
under the symbol CTL.

The Company posted a net loss of C$398.2 million on sales of
C$1.229 billion during 2010.  The Company's net loss in 2009 was
C$5.6 million on sales of C$1.224 billion.

Catalyst Paper posted a net loss of $205.7 million on sales of
$340.3 million during the third quarter of 2011.  The net loss was
largely due to a $151.0 million impairment charge on the Company's
Snowflake facility.

The Company's balance sheet at March 31, 2011, showed
C$1.64 billion in total assets, C$1.25 billion in total
liabilities, and C$389.60 million in equity.

                           *     *     *

Catalyst Paper carried Moody's Investors Service's 'Caa1'
corporate family rating.  Outlook in Negative.  The Company also
carries Standard & Poor's CCC+ long-term corporate credit rating,
Outlook is Stable.


CCO HOLDING: Fitch Assigns 'BB-' Rating to Sr. Unsecured Notes
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to CCO Holdings, LLC's
(CCOH) 7.375% senior unsecured notes due 2020.  Proceeds from the
$750 million issuance together with borrowings from its revolving
credit facility are expected to be used to reduce outstanding debt
at CCH II, LLC and Charter Communications Operating, LLC (CCO).
CCOH, CCH II and CCO are indirect wholly owned subsidiaries of
Charter Communications, Inc. (Charter).  Concurrent with CCOH's
debt issuance CCH II and CCO launched a cash tender offer for up
to $1 billion of outstanding debt including CCO's 8% senior second
lien notes due 2012, CCO's 10.875% senior second lien notes due
2014 and CCH II's 13.5% senior notes due 2016.  As of Sep. 30,
2011, Charter had approximately $12.5 billion of debt (principal
value) outstanding including $3.4 billion of senior secured debt.

The issuance and tender offer are a modest positive for Charter's
credit profile in Fitch's opinion.  The transaction improves the
company's overall financial flexibility by addressing near-term
maturities and is in line with Charter's strategy to simplify its
debt structure and extend its maturity profile.  Fitch anticipates
Charter's debt structure will evolve into a more traditional hold-
co/op-co structure, with senior unsecured debt issued by CCOH and
senior secured debt issued by CCO, while eliminating the second
lien tier of the company's debt structure and reducing Charter's
overall reliance on secured debt.

Charter's liquidity position is sufficient given the current
rating and is primarily supported by the borrowing capacity
from CCO's $1.3 billion revolver (available for borrowing was
approximately $1.1 billion as of Sept. 30, 2011) and expected free
cash flow generation.  As of Sept. 30, 2011, Charter had the
capability to draw its entire available revolver and maintain
compliance with leverage maintenance tests.  Commitments under the
revolver will expire on March 6, 2015.  Prior to the tender offer,
Charter had approximately $938 million of debt scheduled to mature
during 2012 followed by $230 million in 2013 and $1.0 billion in
2014.

Fitch's ratings incorporate Charter's more viable capital
structure, increased financial flexibility and stable liquidity
profile.  Additionally the ratings are supported by Charter's size
and scale as the fourth largest cable MSO in the United States.
Fitch believes that Charter is poised to generate sustainable and
meaningful amounts of free cash flow (FCF, defined as cash flow
from operations less capital expenditures and dividends).  Charter
generated approximately $552 million of FCF during the latest-12-
months (LTM) period ended Sept. 30, 2011, which followed
approximately $702 million of FCF during 2010.  Higher interest
costs and increased cash requirement for working capital purposes
have pressured FCF generation during 2011.  Fitch anticipates 2012
FCF generation will be similar to the company's 2011 FCF levels.

Ratings concerns center on Charter's elevated financial leverage
(relative to other large cable multiple system operators [MSOs]),
a comparatively weaker subscriber clustering profile and service
penetration rates that lag behind industry leaders.  Moreover
Charter's ability to adapt to the evolving operating environment
while maintaining its relative competitive position given the
challenging competitive environment and weak housing and
employment trends remains a key consideration.  Importantly
Charter continues to deploy DOCSIS 3.0 and switched digital video
throughout its cable plant, which positions the company to
efficiently manage its cable plant bandwidth and innovate its
service offerings.

Debt outstanding as of Sept. 30, 2011 totaled $12.5 billion
(principal value), of which 27% was senior secured.  Leverage for
the LTM period ended Sept. 30, 2011 was 4.7 times (x), and the
CCOH issuance will not have a material affect on Charter's overall
leverage.  Fitch believes that Charters credit profile will
improve modestly during the ratings horizon with leverage
declining below 4.5x by the end of 2011 and approach 4x by the end
of 2013.

The Stable Outlook reflects Fitch's belief that the company will
continue to extend its maturity schedule and Fitch's expectation
that Charter's operating profile will not materially decline
during the near term in the face of competition and poor housing
and employment conditions.

Positive rating actions would be contemplated as leverage declines
below 4.5x, and the company demonstrates progress in closing gaps
relative to its industry peers on service penetration rates and
strategic bandwidth initiatives.  Fitch believes that negative
rating actions would likely coincide with a leveraging
transaction, the adoption of a more aggressive financial strategy,
or a perceived weakening of Charter's competitive position.

Fitch currently rates Charter as follows:
CCH II, LLC

  -- IDR 'BB-';
  -- Senior unsecured debt 'B+'.

CCO Holdings, LLC

  -- IDR 'BB-';
  -- Senior secured term loan 'BB+';
  -- Senior unsecured debt 'BB-'.

Charter Communications Operating, LLC

  -- IDR 'BB-';
  -- Senior secured credit facility 'BB+';
  -- Senior secured second lien notes 'BB+'.


CELL THERAPEUTICS: Board Approves $150,000 Bonus to CEO
-------------------------------------------------------
The Compensation Committee of the Board of Directors of Cell
Therapeutics, Inc., approved a bonus of $150,000 to James A.
Bianco, M.D., the Company's chief executive officer, in
recognition of his 20 years of service to the Company.

The Company previously adopted a long-term incentive program that
provided for grants of performance-based equity awards to the
Company's executive officers and directors.  These awards are
scheduled to expire on Dec. 31, 2011, to the extent the related
performance goals have not been attained.  On Nov. 22, 2011, the
Compensation Committee met and approved a new three-year
performance-based equity compensation program, which provides for
the grant of performance-based equity awards to:

   * James A. Bianco, the Company's Chief Executive Officer;

   * Louis A. Bianco, the Company's Executive Vice President,
     Finance and Administration;

   * Dan Eramian, the Company's Executive Vice President,
     Corporate Communications'

   * Craig W. Philips, the Company's President; and

   * Jack W. Singer, M.D., the Company's Executive President,
     Chief Medical Officer.

On Nov. 29, 2011, the Company's Board of Directors met and
approved the grant of performance-based equity awards to the
Company's directors who are not employed by the Company, including
John H. Bauer, Vartan Gregorian, Richard L. Love, Mary O.
Mundinger, Phillip N. Nudelman, Frederick W. Telling and Reed V.
Tuckson.  Each of these awards for the Executive Officers and Non-
Employee Directors is scheduled to be effective on the first
business day of January 2012.

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

                        http://is.gd/qsRPKF

                      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.


CHAMPION STEEL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Champion Steel of Central Florida Corporation
        P.O. Box 3478
        Deland, FL 32721

Bankruptcy Case No.: 11-17865

Chapter 11 Petition Date: November 29, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Robert B. Branson, Esq.
                  LAW OFFICE OF ROBERT B. BRANSON PA
                  1501 E. Concord Street
                  Orlando, FL 32803
                  Tel: (407) 894-6834
                  Fax: (407) 894-8559
                  E-mail: lawbankruptcy1@aol.com

Scheduled Assets: $4,989,551

Scheduled Debts: $2,082,144

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-17865.pdf

The petition was signed by Ellison Marsil, president.


CHARTER COMMUNICATIONS: Posts Narrower Third-Quarter Loss
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Charter
Communications Inc.'s third-quarter loss narrowed on an improved
top line and lower interest tax expense, while the cable-TV
provider also modestly stemmed the outflow of its video customers.

                   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.


CLAIM JUMPER: Goldcoast Liquidating Plan Declared Effective
-----------------------------------------------------------
On Oct. 5, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered an order confirming the First Amended Joint Plan
of Liquidation of Goldcoast Liquidating, LLC, and Goldcoast
Management Liquidating, LLC.

The Effective Date of the Debtors' Plan occurred on Nov. 21, 2011,
as noticed on Nov. 22, 2011, with the Bankruptcy Court.

As reported in the TCR on Sept. 27, 2011, confirmation was made
possible through mediation between the official creditors'
committee and subordinated noteholder Black Canyon Capital LLC.
The committee had been seeking subordination of Black Canyon's
claim.

Secured creditors with claims of $69.2 million could expect a 54%
recovery, according to the disclosure statement.  Early in the
case when the business was being sold, secured lenders agreed to a
carve-out from sale proceeds to obviate objection to the sale from
the creditors' committee.  The disclosure statement said that the
trust for creditors was funded with $1.84 million.  As a
consequence of the settlement, Black Canyon won't participate in
the trust for unsecured creditors.  Instead, it will receive
$475,000 from the trust.

                        About Claim Jumper

Irvine, California-based Claim Jumper Restaurants, LLC --
http://www.claimjumper.com/-- operated a chain of casual dining
restaurants.  It was founded in 1977.  It had locations in
Arizona, California, Colorado, Illinois, Nevada, Oregon,
Washington, and Wisconsin.

Claim Jumper filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12819) on Sept. 10, 2010.  The Debtor
estimated its assets at $50 million to $100 million and debts at
$100 million to $500 million as of the Petition Date.

The Debtor's affiliate, Claim Jumper Management, LLC, filed a
separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820).

Curtis A. Hehn, Esq., and James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., are the Debtors' local counsel.  Attorneys at Milbank,
Tweed, Hadley & McCloy LLP, in Los Angeles, Calif., are the
Debtors' general bankruptcy counsel.  Piper Jaffray & Co. is
the Debtors' financial advisors and investment bankers.  Kurtzman
Carson Consultants LLC is the Debtors' notice, claims and
solicitation agent.

The Creditors Committee has selected Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Del. as counsel.

In December 2010, Claim Jumper completed the sale its business
to Landry's Restaurants Inc., in a transaction valued at
$76.6 million.  Landry's outbid the offer of holders of mezzanine
debt with a winning bid that included $48.3 million cash, the
assumption of $23.3 million in debt, and $5 million cash to
collateralize existing letters of credit.  The Debtor changed its
name to Goldcoast Liquidating LLC following the sale.


CLAIRE'S STORES: Reports $1.8 Million Third Quarter Net Income
--------------------------------------------------------------
Claire's Store's, Inc., reported net income of $1.89 million on
$356 million of net sales for the three months ended Oct. 29,
2011, compared with net income of $3.64 million on $348.17 million
of net sales for the three months ended Oct. 30, 2010.

The Company also reported a net loss of $27.84 million on
$1.06 billion of net sales for the nine months ended Oct. 29,
2011, compared with a net loss of $16.99 million on $1 billion of
net sales for the nine months ended Oct. 30, 2010.

The Company's balance sheet at Oct. 29, 2011, showed $2.81 billion
in total assets, $2.86 billion in total liabilities, and a
$44.61 million stockholders' deficit.

Chief Executive Officer Gene Kahn commented, "While we are clearly
disappointed with our same store sales performance in both
operating divisions during the third quarter, we believe we have
identified the contributing factors and developed the actions we
need to take to improve near-term and future performance.  Our
global team is dedicated to delivering the best possible result
and I am confident in their ability to achieve our objectives."

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

                        http://is.gd/0KYsnk

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

As reported by the Troubled Company Reporter on March 15, 2011,
Moody's upgraded Claire's Stores, Inc.'s senior secured bank
credit facilities to B3 from Caa1 and its Speculative Grade
Liquidity Rating to SGL-2 from SGL-3.  All other ratings were
affirmed including Claire's Caa2 Corporate Family Rating.  The
rating outlook is positive.

                          *     *     *

Claire's Stores carries 'Caa2' corporate family and probability of
default ratings, with 'positive' outlook, from Moody's Investors
Service, and 'B-' issuer credit ratings, with 'stable' outlook,
from Standard & Poor's.

Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to 'Caa2' from 'Caa3'.  The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense.  This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.

Claire's Caa2 Probability of Default Rating reflects Moody's view
that although Claire's credit metrics have improved, they remain
very weak as a result of its heavy debt load.  For the twelve
months ending Oct. 30, 2010, Claire's debt to EBITDA was very high
at 9.3 times.


CLARE AT WATER TOWER: Has Interim OK on $2.5MM Loan, Cash Use
-------------------------------------------------------------
The Bankruptcy Court in Chicago issued two orders authorizing The
Clare at Water Tower to shore up its finances while in Chapter 11.
The first order permits the Debtor to tap, on an interim basis,
$2.5 million from a $12 million secured multiple draw term loan
facility extended by Redwood Capital Investments LLC.  The second
allows the Debtor to use cash collateral securing its obligation
to bondholders led by The Bank of New York Mellon Trust Company,
N.A., as successor in interest to J.P. Morgan Trust Company, N.A.,
as indenture trustee.

The DIP Facility matures by May 11, 2012, and requires the Debtor
to pursue a sale of its assets.

Obligations under the DIP facility is senior in priority to the
Debtor's other obligations, including to the Bond Trustee, but is
subject to a carve-out for U.S. Trustee and clerk of court fees,
and fees payable to bankruptcy professionals in the case.  The
liens and super-priority claims granted to the DIP Lender is also
subject and subordinate to the rights of residents at The Clare to
their deposits pursuant to any agreement or order requiring
Borrower to escrow or segregate any Resident Deposits for the
residents' benefit.

The bonds were issued either by the Debtor or for the benefit of
the Debtor by the Illinois Finance Agency pursuant to trust
indentures dated Nov. 1, 2005, and July 1, 2010.  The bonds
consist of Fixed Rate Bonds Series 2005A, 2005B, 2005C, 2010A and
2010B and Variable Rate Bonds Series 2005D and 2005E.  Roughly
$229 million are outstanding.

Bank of America NA issued a $137.5 million letter of credit to
secure some of the bonds.

Bank of America and participants under the prepetition facility
were provided with the opportunity to provide the Debtor with DIP
but all declined to do so.  The Debtor also contacted BoNY.

The final hearing on the DIP facility and cash collateral use is
set for Dec. 20 at 10:30 a.m.

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Epiq Bankruptcy Solutions serves as claims and noticing agent.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Judy Amiano,
president.

Counsel to Redwood Capital Investments LLC as DIP Lender are:

          Mark A. Berkoff, Esq.
          Nicholas M. Miller, Esq.
          NEAL GERBER & EISENBERG LLP
          2 North LaSalle Street, Suite 1700
          Chicago, IL 60602
          Tel: 312-269-8072
          Fax: 312-980-0786
          E-mail: mberkoff@ngelaw.com
                  nmiller@ngelaw.com

Counsel to The Bank of New York Mellon Trust Company:

          Clifton R. Jessup, Jr., Esq.
          GREENBERG TRAURIG
          2200 Ross Avenue, Suite 5200
          Dallas, TX 75201
          Tel: 214-665-3638
          Fax: 214-665-5938
          E-mail: jessupc@gtlaw.com
  
Counsel to Bank of America, N.A., the Debtor's lender under a
Letter of Credit Agreement, dated as of Nov. 1, 2005, is:

          Brian I. Swett, Esq.
          WINSTON & STRAWN LLP
          35 W. Wacker Drive
          Chicago, IL 60601
          Tel: (312) 558-3716
          E-mail: bswett@winston.com

Counsel for the majority fixed rate bonds:

          Nathan F. Coco, Esq.
          MCDERMOTT WILL & EMERY LLP
          227 W. Monroe St.
          Chicago, IL 60606
          Tel: 312-984-3658
          Fax: 312-984-7700
          E-mail: ncoco@mwe.com

Counsel to Loyola, the Debtor's landlord:

          Timothy R. Casey, Esq.
          DRINKER BIDDLE & REATH LLP
          191 North Wacker Drive, Suite 3700
          Chicago, IL 60606-1698
          Tel: (312) 569-1201
          Fax: (312) 569-3201
          E-mail: Timothy.Casey@dbr.com


CLARE AT WATER TOWER: DIP Loan Requires Plan, Sale in February
--------------------------------------------------------------
The Clare at Water Tower will embark on the sale of its assets
according to a timeline provided under its $12 million DIP
financing facility with Redwood Capital Investments LLC.

Commitments under the DIP Facility will be terminated if:

     -- if the Debtor has not received a reasonably acceptable
        letter of intent from a potential stalking horse bidder
        for the purchase of substantially all of the Debtor's
        assets, by Jan. 10, 2012, then, Feb. 15, 2012, if the
        Debtor has not filed a plan of reorganization by that
        date;

     -- If the Debtor has filed a Plan on or before the Plan
        Filing Date:

        March 21, 2012, if an order approving the Disclosure
                        Statement with respect to the Plan has
                        not been approved by such date;

        April 27, 2012  if the Plan has not been confirmed by
                        that date;

        May 11, 2012    if the Plan is not effective by that date;

     -- If the Debtor has not filed a Plan, but has executed a
        Letter of Intent with a Stalking Horse Bidder for the
        purchase of the Assets on or before the LOI Date:

        Feb. 15, 2012   if the Debtor has not filed a motion for
                        approval of certain bid procedures and
                        authority to sell the Assets to the
                        Stalking Horse Bidder or such other bidder
                        making a higher and better offer for the
                        Assets on or before that date;

        March 21, 2012  if an order approving the bid procedures
                        requested in the Bid Procedures and Sale
                        Motion has not been entered on or before
                        that date;

        April 30, 2012  if an order approving the sale of the
                        Assets to the Stalking Horse Bidder or
                        such other bidder making a higher and
                        better offer for the Assets has not been
                        entered on or before that date; or

        May 11, 2012    if the sale contemplated by the Sale Order
                        has not closed on or before that date

Notwithstanding, the DIP Facility has a maturity date of May 11,
2012.

The DIP lender may credit bid in any sale of the Debtor's assets.

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Epiq Bankruptcy Solutions serves as claims and noticing agent.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Judy Amiano,
president.

Counsel to Redwood Capital Investments LLC as DIP Lender are Mark
A. Berkoff, Esq., and Nicholas M. Miller, Esq., at Neal Gerber &
Eisenberg LLP.  Bond Trustee, The Bank of New York Mellon Trust
Company, is represented by Clifton R. Jessup, Jr., Esq., at
Greenberg Traurig.  Counsel to Bank of America, N.A., the Debtor's
prepetition lender, is Brian I. Swett, Esq., at Winston & Strawn
LLP.  Counsel for the majority fixed rate bonds is Nathan F. Coco,
Esq., at McDermott Will & Emery LLP.  Loyola, the Debtor's
landlord, is represented by Timothy R. Casey, Esq., at Drinker
Biddle & Reath LLP.


CLARE AT WATER TOWER: Sec. 341 Creditors' Meeting on Dec. 20
------------------------------------------------------------
The United States Trustee for Region 11 will convene a meeting of
creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the
bankruptcy case of The Clare at Water Tower on Dec. 20, 2011, at
1:30 p.m. at 219 South Dearborn, Office of the U.S. Trustee, 8th
Floor, Room 802, in Chicago.

The last day to object to dischargeability is Feb. 21, 2012.

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Epiq Bankruptcy Solutions serves as claims and noticing agent.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and debts.  The petition was signed by Judy Amiano,
president.

Counsel to Redwood Capital Investments LLC as DIP Lender are Mark
A. Berkoff, Esq., and Nicholas M. Miller, Esq., at Neal Gerber &
Eisenberg LLP.  Bond Trustee, The Bank of New York Mellon Trust
Company, is represented by Clifton R. Jessup, Jr., Esq., at
Greenberg Traurig.  Counsel to Bank of America, N.A., the Debtor's
prepetition lender, is Brian I. Swett, Esq., at Winston & Strawn
LLP.  Counsel for the majority fixed rate bonds is Nathan F. Coco,
Esq., at McDermott Will & Emery LLP.  Loyola, the Debtor's
landlord, is represented by Timothy R. Casey, Esq., at Drinker
Biddle & Reath LLP.


CLEARWIRE CORP: Inks $1.6 Billion Agreements with Sprint
--------------------------------------------------------
Sprint Nextel and Clearwire announced agreements potentially worth
up to $1.6 billion over the next four years in payments for WiMAX
services, possible pre-payments for LTE services and potential
equity investments.  The agreements further align Clearwire's LTE
network build as a complement to Sprint's Network Vision strategy.

Also, Clearwire has made interest payments totaling $237 million
on its first-priority, second-priority and exchangeable notes
which were due Dec. 1, 2011.

"These agreements are a result of the technical MOU we outlined
during our third quarter results call and extend our relationship
with Clearwire," said Dan Hesse, Sprint CEO.  "It provides Sprint
improved pricing, allows us to continue to provide WiMAX 4G
services to our customers today and to new customers in the future
and provides additional LTE capacity to help complement our
Network Vision strategy and meet our customers' growing data
demands."

"Today's announcement further cements the mutually beneficial
relationship between our two companies," said Erik Prusch,
president and CEO of Clearwire.  "It is an important step toward
meeting Clearwire's key goals of extending our current 4G network
arrangement, securing a commitment to our future LTE Advanced-
ready network, and funding the business.  We continue to move
closer to realizing the full value of our deep spectrum resources
as we are uniquely positioned to meet the rapidly growing demand
for 4G mobile broadband."

* Wholesale Pricing and 4G Availability

The agreements modify prior wholesale pricing agreements and
provide Sprint with unlimited access to Clearwire's WiMAX network
to meet its growing 4G data demands.  Under the terms of the
agreements, Sprint will pay Clearwire a total of $926 million,
approximately two-thirds of which will be paid in 2012, for
unlimited 4G WiMAX retail services during 2012 and 2013, subject
to certain conditions.  The agreements also establish long-term
usage-based pricing for WiMAX services in 2014 and beyond.  Sprint
will have access to Clearwire's WiMAX network through at least
2015.  Sprint plans to continue selling WiMAX devices with two-
year contracts through at least 2012 and support those devices
through the life of the contract.

In addition, the agreement contains separate, competitive pricing
for re-wholesaling by Sprint that provides flexibility for Sprint
to grow its 4G WiMAX wholesale business while at the same time
providing Clearwire increased pricing flexibility that should
allow Clearwire to grow its wholesale markets and attract new
customers.

* TDD-LTE Collaboration

The agreements also lay the foundation for the deployment of
Clearwire's planned LTE Advanced-ready overlay network and outline
the terms for Sprint to gain access to the additional LTE
capacity.  The TDD-LTE rollout will capitalize on Clearwire's deep
spectrum resources to deliver on 4G capacity needs over the long-
term.  Under the terms, Sprint will pay Clearwire up to $350
million in a series of prepayments over a period of up to two
years for LTE capacity if Clearwire achieves certain build-out
targets and network specifications by June 2013.  The agreements
also establish long-term usage-based pricing for LTE services for
2012 and beyond.  The companies have agreed to collaborate on a
network build plan and will jointly select LTE macro-cell sites to
cover Sprint's high usage area "hotspots."  Clearwire plans to
seek additional funding before initiating the build-out of its LTE
Advanced-ready network.

In addition, Clearwire and Sprint will work collaboratively to
support the ecosystem for TDD-LTE in Band Class 41 for devices,
chipsets and standards.  Subject to the timing of the build-out
and other factors, Sprint expects to launch devices including
laptop cards and phones that will utilize Clearwire's TDD-LTE
network in 2013.

* Equity Investment

Sprint has committed to providing additional equity funding to
Clearwire in the event of an equity offering.  If Clearwire raises
new equity between $400 and $700 million, Sprint will participate
in the offering on a pro rata basis up to $347 million, consistent
with Sprint's current voting interest of 49.6 percent on the same
terms and conditions as other participating companies.

                        About Sprint Nextel

Sprint Nextel offers a comprehensive range of wireless and
wireline communications services bringing the freedom of mobility
to consumers, businesses and government users.  Sprint Nextel
served more than 53 million customers at the end of 3Q 2011 and is
widely recognized for developing, engineering and deploying
innovative technologies, including the first wireless 4G service
from a national carrier in the United States; offering industry-
leading mobile data services, leading prepaid brands including
Virgin Mobile USA, Boost Mobile, and Assurance Wireless; instant
national and international push-to-talk capabilities; and a global
Tier 1 Internet backbone.  Newsweek ranked Sprint No. 3 in its
2011 Green Rankings, listing it as one of the nation's greenest
companies, the highest of any telecommunications company.  You can
learn more and visit Sprint at www.sprint.com or
www.facebook.com/sprint and www.twitter.com/sprint.

                    About Clearwire Corporation

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

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

The Company also reported a net loss attributable to Clearwire
Corporation of $480.48 million on $891.59 million of revenue for
the nine months ended Sept. 30, 2011, compared with a net loss
attributable to Clearwire Corporation of $359.42 million on
$359.95 million of revenue for the same period a year ago.'

The Company's balance sheet at Sept. 30, 2011, showed $8.76
billion in total assets, $5.15 billion in total liabilities and
$3.61 billion in total stockholders' equity.

                          *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


CURTIS FARMS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Curtis Farms, LLC
        4400 East Highway 80
        Yuma, AZ 85365

Bankruptcy Case No.: 11-32703

Chapter 11 Petition Date: November 29, 2011

Court: United States Bankruptcy Court
       District of Arizona (Yuma)

Judge: Eileen W. Hollowell

Debtor's Counsel: Scott H. Gan, Esq.
                  MESCH, CLARK & ROTHSCHILD, P.C.
                  259 N. Meyer Ave.
                  Tucson, AZ 85701
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  E-mail: ecfbk@mcrazlaw.com

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

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 Robert O. Curtis, manager.


DELTATHREE INC: Y. Ozeri to Assume Position of Finance Director
---------------------------------------------------------------
deltathree, Inc., on Dec. 1, 2011, entered into Amendment No. 2 to
Offer of Employment Letter with Yochai Ozeri.  Pursuant to the
terms of Amendment No. 2, on Jan. 13, 2012, the effective date of
Mr. Arie Rand's resignation as Chief Financial Officer and
Treasurer of the Company, Mr. Ozeri will assume the positions of
Director of Finance and Treasurer of the Company and will serve as
the Company's principal financial officer and principal accounting
officer.

Mr. Rand tendered his resignation on Nov. 14, 2011, to pursue
other opportunities.  Until the effective date of Mr. Rand's
resignation he and Mr. Ozeri will work together to prepare for the
transition.  Mr. Ozeri will also continue to perform his current
duties and responsibilities following the effective date.

Prior to assuming the positions of Chief Financial Officer and
Treasurer, Mr. Ozeri, 35, served the Company as Assistant
Controller from July 2007 to March 2008, as Finance Manager from
April 2008 to July 2009 and as Controller from August 2009 until
the present.  Prior to joining the Company, Mr. Ozeri served as a
senior auditor at Kost, Forer, Gabbay & Kasierer, a member firm of
Ernst & Young International, in its technology practice group.
Mr. Ozeri is a Certified Public Accountant.

Pursuant to the terms of Amendment No. 2, Mr. Ozeri will receive a
monthly salary of 27,000 NIS.  Termination of Amendment No. 2 by
either the Company or Mr. Ozeri will require 60 days' notice.  Mr.
Ozeri will also receive benefits and perquisites that are
generally provided by the Company to other officers of the
Company.

                         About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

The Company reported a net loss of $2.5 million on $14.2 million
of revenue for 2010, compared with a net loss of $3.2 million on
$19.0 million of revenue for 2009.

The Company also reported a net loss of $2.46 million on
$8.20 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.01 million on $9.98 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.63 million in total assets, $5.47 million in total liabilities
and a $3.84 million total stockholders' deficiency.

As reported in the TCR on March 23, 2011, Brightman Almagor Zohar
& Co., in Tel Aviv, Israel, expressed substantial doubt about
deltathree, Inc.'s ability  to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that of the Company's recurring losses from operations and
deficiency in stockholders' equity.

                        Bankruptcy Warning

In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, voluntary deregistration of its securities, financial
reorganization, liquidation or ceasing operations.  In the event
that it is unable to secure additional funding, the Company may
determine that it is in its best interests to voluntarily seek
relief under Chapter 11 of the U.S. Bankruptcy Code.  Seeking
relief under the U.S. Bankruptcy Code, even if the Company is able
to emerge quickly from Chapter 11 protection, could have a
material adverse effect on the relationships between the Company
and its existing and potential customers, employees, and others.
Further, if the Company was unable to implement a successful plan
of reorganization, the Company might be forced to liquidate under
Chapter 7 of the U.S. Bankruptcy Code.


DELUXE ENT: S&P Puts B- Corp. Credit Rating on Watch Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Deluxe Entertainment
Services Group Inc.'s proposed $500 million senior secured term
loan due 2017 our issue-level rating of preliminary 'B+' (one
notch above its expected corporate credit rating for the company
if the transaction closes). "We also assigned the proposed notes a
preliminary recovery rating of '2', indicating our expectation of
substantial (70% to 90%) recovery for debtholders in the event of
a payment default. Proceeds of the term loan will be used to
refinance the company's existing first-lien and second-lien credit
facilities. These ratings are subject to our review of the details
of the transaction upon closing. At the same time, we placed our
'B-' corporate credit and other ratings for Deluxe on CreditWatch
with developing implications, indicating that our rating would
likely be raised upon completion of the refinancing transaction or
would likely be lowered if the transaction is not completed.
Assuming completion, we would withdraw our ratings on the
company's existing credit facilities," S&P said.

"Our 'B-' corporate credit and other ratings for Deluxe
Entertainment were placed on CreditWatch with developing
implications because the contemplated transaction could improve
the company's liquidity profile; however, failure to complete the
transaction in a timely manner would result in the company
continuing to have significant maturities over the near term,"
said Standard & Poor's credit analyst Tulip Lim.

"The rating on Deluxe Entertainment Services Group Inc. reflects
our expectation that the company's financial risk profile will
remain aggressive, given its still-high leverage. In addition, it
is owned by private equity investors that financed a special
dividend from the company using debt. We view Deluxe's business
profile as vulnerable because of its exposure to the widespread
adoption of digital projection technology by motion picture
exhibitors, particularly in North America. We expect the company's
film processing and distribution business to continue to decline
over the next few years. However, we expect revenue to expand
significantly this year because of a large acquisition the company
made in late 2010 and solid organic growth in its creative
services segment," S&P said.


DIVERSEY HOLDINGS: Fitch Withdraws 'B' LT Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has withdrawn Diversey Holdings, Inc. (Diversey
Holdings) and Diversey, Inc.'s (Diversey) Issuer Default Ratings
(IDR).  Fitch has also withdrawn Diversey's senior notes due 2019
rating and Diversey Holdings' senior notes due 2020 rating.  The
ratings for Diversey's senior secured credit facilities are
withdrawn as the facilities were terminated shortly after Sealed
Air Corp.'s (Sealed Air) acquisition of Diversey Holdings, Inc.
(Diversey Holdings).

Last month, Sealed Air completed the acquisition of Diversey
Holdings, a manufacturer of industrial and institutional cleaning
supplies with $3.1 billion revenues and adjusted EBITDA of $453
million in fiscal 2010.  The Diversey senior notes and the
Diversey Holdings senior notes are anticipated to be redeemed by
Sealed Air on Dec. 2, 2011.

Fitch has withdrawn the following ratings:

Diversey Inc.

  -- Long-term IDR 'B-';
  -- Senior secured credit facilities 'BB-/RR1';
  -- Senior notes 'B-/RR4' expected to be redeemed on Dec. 2,
     2011.

Diversey Holdings Inc.

  -- Long-term IDR 'B-';
  -- Senior notes 'CC/RR6' expected to be redeemed on Dec. 2,
     2011.

Diversey Canada, Inc. (a co-borrower under the senior secured
credit facilities)

  -- Long-term IDR 'B-';
  -- Senior secured credit facilities 'BB-/RR1'.

Diversey Holdings II B.V. (a co-borrower under the senior secured
credit facilities)

  -- Long-term IDR 'B-';
  -- Senior secured credit facilities 'BB-/RR1'.


DNA LLC: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: DNA, LLC
        8114 Telegraph Rd
        Downey, Ca 90240

Bankruptcy Case No.: 11-58995

Chapter 11 Petition Date: November 30, 2011

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Sandra R. Klein

Debtor's Counsel: James R. Selth, Esq.
                  WEINTRAUB & SELTH, APC
                  11766 Wilshire Blvd., Ste 1170
                  Los Angeles, CA 90025
                  Tel: (310) 207-1494
                  Fax: (310) 442-0660
                  E-mail: jim@wsrlaw.net

Scheduled Assets: $1,304,010

Scheduled Debts: $2,147,926

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-58995.pdf

The petition was signed by Ramon Pineda, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Raymond Vincent Pineda                 11-36161   06/17/11


DOMTAR CORPORATION: DBRS Confirms Issuer Rating at 'BB'
-------------------------------------------------------
DBRS has confirmed the Issuer Rating and Senior Unsecured Notes of
Domtar Corporation (Domtar or the Company) at BB (high) and the
Unsecured Notes and Debentures by Domtar Inc. at BB (high).  The
trends on the ratings are Stable.  DBRS recognizes that Domtar's
financial profile is well above the current rating range.  The
lack of a positive action on the Issuer Rating at this time is due
to Domtar's risky business profile, with its dominant paper
business in structural decline and the other meaningful business,
pulp, highly volatile.  In addition, Domtar faces the near-term
challenges of worsening global economic conditions and ongoing
labour contract negotiations.  There is also a concern that Domtar
may weaken its financial profile with shareholder-friendly
initiatives and its pursuit of acquisitions to diversify into
other businesses.  However, DBRS would consider positive rating
action if the Company weathers the expected downturn in the
industry while maintaining the financial profile above the current
rating range.

DBRS has upgraded the recovery rating of the Company's Senior
Unsecured Notes and Domtar Inc.'s Unsecured Notes and Debentures
to RR1 from RR2.  The Company replaced its secured credit facility
with an unsecured credit facility in June 2011.  As a result, all
of the debts are ranked pari passu.  Based on DBRS' default
recovery analysis, all holders unsecured notes and debentures
would recover all of their principal.  However, DBRS deems the
recovery of slightly more than 100% not robust enough to warrant
an investment-grade rating per DBRS' criteria; therefore, the
instrument ratings are not notched up and remain at BB (high).

The Company has performed as expected in 2011, with results in the
two major businesses comparable with the level a year before.  All
key credit metrics stayed strong and well above the current rating
range.  Near term, DBRS believes that the Company faces operating
headwinds. The demand for paper has been in structural decline,
albeit at a modest pace.  Supply management by producers has been
successful in supporting prices.  However, global economic
conditions are expected to weaken as a result of the expanding
sovereign crisis in the euro zone and slowing growth in emerging
markets.  DBRS notes that the added burden of a slowing economy
would accelerate the decline in demand, pressuring the
supply/demand imbalance despite production curtailment by
producers.  Paper prices, which have been trending down, are
expected to continue to decline in the near term.  Additionally,
China's strong demand for pulp appears to have peaked.  Global
pulp inventory is rising and prices are starting to trend down as
well.  Near term, DBRS expects Domtar's operating performance to
weaken in line with industry conditions.

The Company is currently engaged in a number of contract
negotiations.  Although there is no indication of potential labour
actions, ongoing discussions are still a distraction for senior
management.  Moreover, a lack of progress on the contract
negotiations still poses a risk of potential disruptions.

The Company has done a good job deleveraging its balance sheet the
last few years and the balance sheet is above average.  However,
Domtar intends to distribute excess cash through higher dividends
and stock repurchases.  Domtar has launched a $600 million share
repurchase program and has spent $415 million in the first nine
months of 2011.  Additionally, Domtar intends to expand into other
businesses through acquisitions; for example, it spent about $288
million to acquire Attends Healthcare Products Inc. (Attends), an
adult incontinence products producer.  The Company was able to
finance these expenditures mostly from internal cash flow.  Going
forward, Domtar has to demonstrate financial discipline to balance
its expansion and shareholder friendly objectives and its
commitment to a strong balance sheet.

The Company's business profile remains risky, relying too much on
the paper business (66% of sales in the last 12 months ending
September 30, 2011 (LTM), and 77% of LTM EBITDA), demand for which
is in structural decline, and a highly volatile pulp business (20%
LTM sales and 23% LTM EBITDA) despite the recent acquisition.  The
risky business profile, coupled with the near-term challenges
facing the Company, is the main reason for not taking any positive
rating action on the Issuer Rating at this time.  However, DBRS
would consider positive rating action if the Company weathers the
expected downturn in the industry while maintaining its financial
profile above the current rating range.  Making meaningful
progress in contract negotiations and demonstrating financial
discipline in keeping a strong balance sheet would lend further
support.


EDIETS.COM INC: Enters into $500,000 Private Placement with BBS
---------------------------------------------------------------
eDiets.com, Inc., has entered into a private placement with BBS
Capital Fund, LP and has appointed Berke Bakay to its Board of
Directors.

Under the terms of the private placement, eDiets.com will sell
1,000,000 newly issued shares of common stock at a price of $0.50
per share, for aggregate gross proceeds of $0.5 million.  The
private placement is expected to close in mid-December 2011.

The shares of common stock to be sold in the private placement
will not be registered under the Securities Act of 1933, as
amended, or any state securities laws and may not be offered or
sold in the United States absent registration or applicable
exemption from the registration requirements of such Act and
applicable state securities laws.  However, eDiets has agreed to
register for resale the shares of common stock to be issued in the
private placement pursuant to a registration rights agreement with
BBS Capital Fund, LP.

eDiets.com also reported that Berke Bakay has joined its Board of
Directors.  Mr. Bakay is the Founder, Manager, Compliance Officer,
and Director of BBS Capital Management, LP, a Texas limited
partnership that serves as the investment manager to the BBS
Capital Fund, LP.  Prior to forming BBS Capital Management, LP, he
was the Co-Founder and Co-Portfolio manager of Patara Capital
Management, LP, as well as an Equity Analyst at Southwest
Securities, where he covered the specialty retail industry.  Mr.
Bakay is the Executive Chairman of the Board of Directors of Lone
Oak Acquisition Corporation and he serves as a director of Kona
Grill Inc.

"We are very pleased with the support of our existing stockholder,
BBS Capital, in this private placement and welcome Mr. Bakay to
our Board of Directors," said Kevin McGrath, President and Chief
Executive Officer of eDiets.com.  "In addition to the financial
gain from this transaction, we look forward to benefiting from the
financial expertise and investor perspective of Mr. Bakay.  As a
significant stockholder, BBS Capital believes in our business
model and we are confident that his contributions will help
further our efforts to improve EBITDA and enhance the value of our
business."

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com.

eDiets.com reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.

The Company's balance sheet at June 30, 2011, showed $5.35 million
in total assets, $4.54 million in total liabilities and $812,000
in total stockholders' equity.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company said that in light of the results of its operations,
management has and intends to continue to evaluate various
possibilities, including raising additional capital through the
issuance of common or preferred stock, securities convertible into
common stock, or secured or unsecured debt, selling one or more
lines of business, or all or a portion of the Company's assets,
entering into a business combination, reducing or eliminating
operations, liquidating assets, or seeking relief through a filing
under the U.S. Bankruptcy Code.


EDIETS.COM INC: Common Stock to Move from NASDAQ to OTCBB
---------------------------------------------------------
eDiets.com, Inc., announced that its securities was suspended from
The NASDAQ Capital Market prior to the opening of trading on
Friday, Dec. 2, 2011.  Beginning with the opening of trading on
Friday, Dec. 2, 2011, eDiets' common stock will trade on the OTC
Bulletin Board.  The Company's common stock will continue to trade
under the symbol "DIET".

As previously reported, the NASDAQ Listing Qualifications Panel
required the Company to evidence a minimum of $2.5 million in
stockholders' equity, as required under NASDAQ Listing Rule
5505(b), on or before Nov. 30, 2011, to maintain its NASDAQ
listing.  The Company did not regain compliance and, on Nov. 30,
2011, received notice that NASDAQ intends to delist the Company's
securities.

The Company does not intend to appeal NASDAQ's determination since
it believes its efforts are better directed towards improving the
Company's performance and executing its business plan.  The
Company will maintain the registration of its common stock with
the Securities and Exchange Commission and will continue to file
periodic, quarterly and annual reports with the SEC.

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com.

eDiets.com reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.

The Company also reported a net loss of $2.73 million on $17.42
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $42.01 million on $16.46 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.96
million in total assets, $4.27 million in total liabilities and a
$314,000 total stockholders' deficit.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

"During the third quarter, we continued to maintain a conservative
approach toward spending on customer acquisition," said Kevin
McGrath, President and Chief Executive Officer of eDiets.com.
"While this decrease in advertising expense resulted in fewer new
customers and lower revenues than the prior year, our higher
operating efficiencies enabled us to significantly improve our
EBITDA loss from the third quarter of 2010. In this regard, sales
conversion improved significantly during the third quarter.  We
remain focused on driving sales through new marketing initiatives
and we continue to test and refine our advertising in advance of
the 2012 diet season.  In October, we introduced a home page
redesign, which has shown encouraging initial results in further
increasing our overall conversion to sales.  In addition, we
renewed our partnership with NBC Universal and Reveille LLC for
The Biggest Loser Meal Plan and we are scheduled to be integrated
into the reality show in November 2011 and January 2012."

                         Bankruptcy Warning

eDiets.com said that in light of the Company's results of
operations, it has intends to continue to evaluate various
possibilities, including raising additional capital through the
issuance of common or preferred stock, securities convertible into
common stock, or secured or unsecured debt, selling one or more of
its lines of business or all or a portion of its assets, entering
into a business combination, reducing or eliminating operations,
liquidating assets, or seeking relief through a filing under the
U.S. Bankruptcy Code.  These possibilities, to the extent
available, may be on terms that result in significant dilution to
our existing stockholders.


ELEPHANT TALK: Approved to Trade on NYSE Amex
----------------------------------------------
Elephant Talk Communications Corp. has been approved to trade
shares of its common stock on the NYSE Amex stock exchange.
Elephant Talk anticipates its common stock will begin trading on
the exchange on Dec. 5, 2011, under the symbol ETAK.  After
commencement of trading on NYSE Amex, the Company's common stock
will no longer be traded on the OTC Bulletin Board under the
symbol OTCBB ETAK.

"We are honored to receive the approval for listing on the NYSE
AMEX and believe that the transition provides Elephant Talk with
increased exposure to institutions investors and investment funds,
as well as more transparency for the market,' stated Steven van
der Velden, chief executive officer of Elephant Talk.  "The up-
listing is a natural step in the evolution of our company, as we
continue to establish ourselves as a market leader.  We look
forward to announcing other key milestones in both our
telecommunications and fraud prevention businesses, to a more
expansive investment audience in the near future."

"We welcome Elephant Talk to the NYSE Euronext family of listed
companies and to NYSE Amex," said Scott Cutler, Co-Head of U.S.
Listings and Cash Execution, NYSE Euronext.  "Elephant Talk and
its shareholders will benefit from superior market quality and
technology, a broad array of issuer and investor services, and a
partnership with the Company and its shareholders."

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

The Company reported a net loss of $92.48 million on
$37.17 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $17.30 million on $43.65 million of
revenue during the prior year.

The Company also reported a net loss of $18.70 million on $24.09
million of revenue for the nine months period ended Sept. 30,
2011, compared with a net loss of $52.54 million on $28.65 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $50.86
million in total assets, $9.53 million in total liabilities and
$41.32 million in total stockholders' equity.

As reported by the TCR on April 6, 2011, BDO USA, LLP, noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.  As of Dec. 31, 2010, the
Company incurred a net loss of $92.5 million, used cash in
operations of $14.1 million and had an accumulated deficit of
$154.8 million.


EMIGRANT BANCORP: Fitch Affirms 'B-/B' Issuer Default Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed the long- and short-term Issuer Default
Ratings (IDRs) of Emigrant Bancorp, Inc. (Emigrant) at 'B-' and
'B', respectively.  The Rating Outlook is Stable.

Fitch's affirmation of Emigrant's ratings with a Stable Outlook
reflects steady trends in Emigrant's capital adequacy and asset
quality.  Conversely, continued weakness in core profitability and
a somewhat riskier business strategy are the main constraining
factors.  The ratings of Emigrant Bancorp, Inc. remain one notch
lower than the bank subsidiaries due to more limited liquidity
levels and the presence of debt obligations at the parent.

Most of Emigrant's core businesses have been significantly
affected by the economic environment and regulatory reforms.  In
response, the company has been shrinking its residential portfolio
and expanding commercial and industrial (C&I) lending via multiple
channels.  This shift in strategy is likely to introduce a
different set of risks to Emigrant's business, in Fitch's opinion.
However, the company's existing expertise and relationships in
commercial lending should serve to offset some of these risks.
Emigrant has developed several avenues for adding C&I loans,
including both internal and external sources.  As the company
executes on this new strategy, Fitch would expect the risk/reward
profile to be more favorable than Emigrant's current residential
mortgage portfolio.

Even with the recent positive trends, asset quality still remains
a concern, as non-performing assets (NPAs) remain elevated at
13.96% of loans and other real estate owned (OREO) (including
accruing troubled debt restructurings).  That being said, NPA
levels have been stable and most non-accruals are comprised of
residential loans that were underwritten with low loan-to-values
(LTVs) and are unlikely to result in significant losses.  This has
been reflected in recent net charge-offs (NCOs), which totaled
only 0.29% of average loans during the first nine months of 2011.
Emigrant has resolved many of its larger problem loans in the
commercial book, which means asset quality metrics are likely to
be less lumpy going forward.

Emigrant's capital metrics have improved over the last several
quarters, particularly on a risk-weighted basis, mainly as a
result of balance sheet contraction.  Fitch views the current
tangible common equity to tangible assets ratio of 7.4% (at
Emigrant Bancorp, Inc.) as sufficient for the company's rating
category and risk profile.  Implications on the treatment of Tier
1 capital under new Dodd-Frank Act regulations are not yet clear,
as Emigrant was just marginally above the $15 billion total asset
threshold.  Even though past capital infusions from the Milstein
family have been viewed favorably, Fitch's ratings do not
incorporate the possibility of any future support.

While the company has recorded a profit during the first two
quarters of 2011, core profitability remains weak. During the
first nine months of 2011, pre-provision net revenue represented
only 0.41% of total assets.  The company has a substantial amount
of loans that are in the foreclosure process, which reduces
interest income and drives up non-interest expense.  Emigrant
reported a net interest margin (NIM) of 2.34% during third quarter
2011 (3Q'11), which was a modest improvement from the prior year
period. Furthermore, losses in Emigrant's trading book have had a
negative impact on recent results in 3Q'11.  As of Oct. 30, 2011,
the trading positions have been downsized and trading losses
partially reversed.  In Fitch's view, profitability is likely to
remain weak for the foreseeable future, even though the company
may continue to realize gains on its securities and alternative
investment portfolios.

Fitch views liquidity at the parent company as adequate given the
current rating level. As of Sept. 30, 2011, Emigrant Bancorp, Inc.
had $25 million in cash and GNMA securities to cover annual debt
service and expenses of $21 million, which translates into a
coverage ratio of roughly 1.2 times (x).  The subsidiary banks
have been profitable since 2010 and will be able to upstream some
level of dividends in 2012 without the need for regulatory
approval.

Factors that could have positive rating implications on Emigrant's
ratings and Outlook include:

  -- Further reduction in NPA levels to get closer to historical
     levels;
  -- Sustained improvement in core profitability metrics;
  -- Demonstrated performance of new business strategies discussed
     above;
  -- A continued reduction in Emigrant's overall risk appetite.

Factors that could have negative implications on the ratings andr
Outlook include:

  -- A material deterioration in asset quality metrics, including
     NPAs and/or credit losses;
  -- Reduction in capital levels resulting from losses or
     regulatory events;
  -- Weakening of liquidity coverage at the holding company.

Emigrant is a $11.7 billion holding company of six New York State
charted banks and EmigrantDirect, a nationally recognized online
deposit gathering vehicle.

Fitch has affirmed the following ratings:

Emigrant Bancorp Inc:

  -- Long-term IDR at 'B-', Stable Outlook;
  -- Short-Term IDR at 'B'
  -- Viability Rating at 'b-';
  -- Individual Rating at 'D/E';
  -- Senior Debt at 'CCC/RR6';
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Bank

  -- Long-term IDR at 'B', Stable Outlook;
  -- Short-Term IDR at 'B';
  -- Short-Term Deposits at 'B';
  -- Viability Rating at 'b';
  -- Individual Rating at 'D/E';
  -- Long-term Deposits at 'B+/RR3'.
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Savings Bank - Manhattan

  -- Long-term IDR at 'B', Stable Outlook;
  -- Short-Term IDR at 'B';
  -- Short-Term Deposits at 'B';
  -- Viability Rating at 'b';
  -- Individual Rating at 'D/E';
  -- Long-term Deposits at 'B+/RR3'.
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Savings Bank - Brooklyn/Queens

  -- Long-term IDR at 'B', Stable Outlook;
  -- Short-Term IDR at 'B';
  -- Short-Term Deposits at 'B';
  -- Viability Rating at 'b';
  -- Individual Rating at 'D/E';
  -- Long-term Deposits at 'B+/RR3'.
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Savings Bank - Long Island

  -- Long-term IDR at 'B', Stable Outlook;
  -- Short-Term IDR at 'B';
  -- Short-Term Deposits at 'B';
  -- Viability Rating at 'b';
  -- Individual Rating at 'D/E';
  -- Long-term Deposits at 'B+/RR3';
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Savings Bank - Bronx/Westchester

  -- Long-term IDR at 'B', Stable Outlook;
  -- Short-Term IDR at 'B';
  -- Short-Term Deposits at 'B';
  -- Viability Rating at 'b';
  -- Individual Rating at 'D/E';
  -- Long-term Deposits at 'B+/RR3';
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Mercantile Bank

  -- Long-term IDR at 'B', Stable Outlook;
  -- Short-Term IDR at 'B';
  -- Support at '5';
  -- Support Floor at 'NF'.

Emigrant Capital Trust I
Emigrant Capital Trust II

  -- Preferred Stock at 'CC/RR6'

Fitch has withdrawn the following ratings:

Emigrant Mercantile Bank

  -- Viability Rating at 'b';
  -- Individual Rating at 'D/E';
  -- Short-Term Deposits at 'B';
  -- Long-term Deposits at 'B+/RR3'.


EMMIS COMMUNICATIONS: Amends $6MM "Dutch Auction" Tender Offer
--------------------------------------------------------------
Emmis Communications Corporation has launched a modified "Dutch
auction" tender offer to purchase up to $6,000,000 in value of
shares of its 6.25% Series A Cumulative Convertible Preferred
Stock, par value $0.01 per share at a price per share not less
than $12.50 and not greater than $15.56.  The offer commenced on
Nov. 30, 2011, and will expire at 5:00 p.m., New York City Time,
on Dec. 30, 2011, unless the offer is extended.  Depending on the
final purchase price of the offer, if the offer is fully
subscribed, Emmis could purchase between 385,604 and 480,000
Preferred Shares representing 14.8% to 18.4% of the issued and
outstanding Preferred Shares as of Nov. 30, 2011.

A modified "Dutch auction" tender offer allows shareholders to
indicate how many shares and at what prices they wish to tender
their shares within the specified share price range.  Based on the
number of Preferred Shares tendered and the prices specified by
the tendering shareholders, Emmis will determine the lowest price
per share that will enable it to purchase up to $6,000,000 of
Preferred Shares at such price, or a lower amount depending on the
number of shares that are properly tendered and not properly
withdrawn.  All Preferred Shares purchased by Emmis in the offer
will be purchased at the same price, even if the shareholder
tendered at a lower price, so in some cases Emmis may purchase
Preferred Shares at a price above the price indicated by the
shareholder tendering those shares.  Emmis will not purchase
Preferred Shares below a shareholder's indicated price.  The
purchase of Preferred Shares in the offer will be financed by
amounts borrowed under Emmis' Note Purchase Agreement with Zell
Credit Opportunities Master Fund, L.P., dated Nov 10, 2011.

If, at the final purchase price, Preferred Shares representing
more than $6,000,000 in value at the applicable purchase price are
properly tendered and not properly withdrawn, Emmis will purchase
shares tendered at or below that price on a pro rata basis.  The
offer will not be conditioned upon any minimum number of Preferred
Shares being tendered, but will be subject to other conditions
described in the tender offer documents, which will be distributed
to shareholders on or about Nov. 30, 2011.  These documents will
also contain tendering instructions and a complete explanation of
the tender offer's terms and conditions.

Neither Emmis nor its Board of Directors is making any
recommendation, or has authorized any person to make any
recommendation, to any shareholder as to whether that shareholder
should tender or refrain from tendering its Preferred Shares or as
to the purchase price or purchase prices at which such shareholder
may choose to tender its Preferred Shares.  Each shareholder must
make its own decision as to whether to tender its Preferred Shares
and, if so, how many Preferred Shares to tender and the purchase
price or purchase prices at which it will tender them.

Shareholders should consult their own financial and tax advisors,
and read carefully and evaluate the information in the Offer to
Purchase and in the related Letter of Transmittal.

The information agent and depositary for the tender offer is BNY
Mellon Shareowner Services.  Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Taft Stettinius & Hollister LLP are acting as
Emmis' legal counsel in the tender offer.  When the tender offer
is commenced, the offer to purchase and related documents are
being mailed to holders of record of Preferred Shares and also
will be made available for distribution to beneficial owners of
Preferred Shares.  For questions and information, please call the
information agent toll free at (866) 301-0524.

                     About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company reported a consolidated net loss of $11.54 million on
$251.31 million of net revenues for the year ended Feb. 28, 2011,
compared with a consolidated net loss of $118.49 million on
$242.56 million of net revenues during the prior year.

The Company also reported a net loss attributable to common
shareholders of $13.14 million on $125.76 million of net revenues
for the six months ended Aug. 31, 2011, compared with a net loss
attributable to common shareholders of $6.24 million on $126.91
million of net revenues for the same period a year ago.

The Company's balance sheet at Aug. 31, 2011, showed $471.19
million in total assets, $479.49 million in total liabilities,
$140.45 million in Series A cumulative convertible preferred
stock, and a $148.75 million total deficit.

                           *     *     *

In November 2010, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating and 'Caa3' Probability of Default rating
for Emmis Communications Corporation, as well as its SGL-4
speculative grade liquidity rating.  Operating performance
improved with the economic recovery, but absent debt reduction
with proceeds from an asset sale or equity infusion Emmis will
likely breach its leverage covenant when the covenant suspension
period ends for the quarter ending November 30, 2011, in Moody's
opinion.

Emmis' CFR and PDR incorporate expectations for a covenant breach
in November 2011.  Moody's considers the Company's capital
structure unsustainable, and its operations in the cyclical
advertising business magnify this challenge.  Furthermore, Emmis
relies on two markets, Los Angeles and New York, for approximately
50% of its revenue, although its ownership of stations in top
markets including Chicago as well as NY and LA, support the
rating.

The negative outlook incorporates Moody's expectations that Emmis
will not comply with its maximum leverage covenant when effective
for the quarter ending Nov. 30, 2011.


EMPIRE RESORTS: Extends Exclusivity Pact with EPR to Dec. 21
------------------------------------------------------------
Empire Resorts, Inc., announced the extension of the exclusivity
agreement with Entertainment Properties Trust and MSEG LLC for the
joint development of the companies' respective properties located
in Sullivan County, New York.  Empire owns and operates Monticello
Casino and Raceway and EPR is the sole owner of Concord EPT,
comprising 1,500 acres located at the site of the former Concord
Resort.

The previously announced exclusivity agreement, as amended,
commits the respective parties to work together exclusively for
seven months to explore development opportunities of both
properties through Nov. 30, 2011.  In light of the substantial
progress made on the joint development plan to date, the parties
have agreed to extend the term of exclusivity until Dec. 21, 2011,
to allow time to complete the definitive agreements.

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Friedman LLP, after auditing the Company's financial statements
for the year ended Dec. 31, 2010, expressed substantial doubt
about the Company's ability to continue as a going concern.
Friedman noted that the Company's ability to continue as a going
concern depends on its ability to satisfy its indebtedness when
due.  In addition, the Company has continuing net losses and
negative cash flows from operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.  The Company reported net
income of $958,000 on $53.53 million of net revenues for the nine
months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$50.53 million in total assets, $24.86 million in total
liabilities, and $25.66 million in total stockholders' equity.


ENDURANCE INT'L: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Burlington, Mass.-based Endurance International
Group Inc. The outlook is stable.

"At the same time, we assigned a preliminary issue-level rating of
'B' (the same as the corporate credit rating) to the company's
proposed $400 million senior secured facility comprised of a $50
million revolver due 2016 and a $350 million term loan due 2017.
We also assigned a preliminary recovery rating of '3' to the debt,
indicating our expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default," S&P said.

"We expect that Endurance will generate good free operating cash
flow (FOCF) and that revenue and EBITDA measures will improve over
the next 12 months," said Standard & Poor's credit analyst Philip
Schrank, as the company fully benefits from recent acquisitions
and associated purchase accounting adjustments are normalized. "In
addition, we expect that the company will apply a modest portion
of excess cash flows to reduce funded debt over the same
period. However, the rating reflects its acquisition-driven
growth, its focus on the small-to-midsize business (SMB) market in
a softening economy, and what we view as an 'aggressive' financial
risk profile," S&P said.

"The outlook is stable, reflecting our view that the company
should be able to generate positive FOCF with capacity to pay down
debt over the near term absent additional leveraging transactions
in the short-to-intermediate term. A possible upgrade is limited
over the next year, however, as the company digests its recent
acquisitions and establishes a longer track record of performance
at its current scale. We could lower the rating if FOCF to debt
measures were to deteriorate to the low-single-digit area as a
result of increased price competition, a significant loss of its
customer base, or acquisition integration challenges," S&P said.


ENER1 INC: Common Stock Delisted from NASDAQ
--------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the U.S.
Securities and Exchange Commission regarding the removal from
listing or registration of Ener1 Inc.'s common stock on the
Exchange.

                           About Ener1

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- has three
business lines, which the company conducts through three operating
subsidiaries.  EnerDel, an 80.5% owned subsidiary, which is 19.5%
owned by Delphi, develops Li-ion batteries, battery packs and
components such as Li-ion battery electrodes and lithium
electronic controllers for lithium battery packs.  EnerFuel
develops fuel cell products and services.  NanoEner develops
technologies, materials and equipment for nanomanufacturing.

On Aug. 15, 2011, Ener1 disclosed that the Company's financial
statements for the year ended December 31, 2010 and for the
quarterly period ended March 31, 2011 should no longer be relied
upon and should be restated.  The determination was made following
an assessment of certain accounting matters related to the loans
receivable owed to Ener1 by Think Holdings and accounts receivable
owed to Ener1 by Think Global held by the Company, and the timing
of the recognition of the impairment charge related to the
Company's investment in Think Holdings originally recorded during
the quarter ended March 31, 2011.

Ener1 in September 2011 announced that it has entered into an
agreement to restructure its 8.25% Senior Amortizing Notes with
Goldman Sachs Asset Management, L.P., and other holders of the
Notes.  Ener1 also announced that its primary shareholder, BzinFin
S.A., has extended the maturity of its $15-million line of credit
from November 2011 to July 2013.

The Company and Bzinfin S.A., on Sept. 12, 2011, entered into an
amendment to the Line of Credit Agreement dated June 29, 2011.
Under the LOC Agreement, Bzinfin established a line of credit for
the Company in the aggregate principal amount of $15,000,000, of
which approximately $11,241,000 has been borrowed by the Company.
Under the terms of the Amendment, the maturity date for the
repayment of all advances under the LOC Agreement and all unpaid
accrued interest thereon was extended to July 2, 2013, and the
interest rate at which all outstanding advances will bear interest
from and after Sept. 12, 2011, was increased to 15% per year.


EVERGREEN ENERGY: Receives Delisting Notice from NYSE Arca
----------------------------------------------------------
Evergreen Energy Inc. announced that on Dec. 1, 2011, NYSE Arca
delivered a notice to the company confirming that the exchange
will suspend trading of the company's common stock on the NYSE
Arca prior to the opening of business on Dec. 2, 2011, and that
the exchange intends to delist the company's common stock.

Thomas H. Stoner, Co-Chair of the Company's Board of Directors,
stated: "While we did not meet the standards to remain listed on
NYSE Arca, we intend to continue our focus on our operations and
moving the company forward in its objectives."

The company has a pending application to have its common stock
quoted for trading on the Over-the-Counter Bulletin Board.  Stocks
traded on the Over-the-Counter Bulletin Board may experience more
limited trading volume and exhibit wider spreads between the
bid/ask quotation.  In addition, the company's common stock would
become subject to the "penny stock" rules, which impose additional
customer suitability and disclosure requirements on broker-dealers
effecting transactions in common stock.  These requirements could
adversely affect the market price and liquidity of the Company's
common stock.

On Nov. 6, 2011, Evergreen responded to the NYSE Arca addressing
the areas of noncompliance.  On Nov. 8, 2011, the Company received
a further letter from NYSE Arca indicating that it planned to
initiate delisting procedures for the reasons stated above and
held a meeting on Nov. 29, 2011, to further discuss the Company's
listing status.

The company did not, and currently does not, satisfy the continued
listing standards contained in the following sections of the NYSE
Arca Company Guide: (i) Rule 5.5(b) - failure to maintain a
closing price at or above $3.00 over a 30 consecutive trading day
period; (ii) Rule 5.5(b) - failure to maintain a minimum net worth
of $4,000,000; (iii) Rule 5.5(l)(3) - NYSE Arca has concluded that
the Company's financial condition is currently impaired to the
degree requiring consideration of a suspension or delisting
action; and (iv) Rule 5.3(k)(5)(C)(i) - failure to have an audit
committee comprised of at least three independent directors as a
result of the resignation of Peter Moss on Nov. 13, 2011.

Evergreen has a limited right to appeal the basis for the
delisting determination by requesting a hearing with an NYSE Arca
listing qualifications panel.  Evergreen's business operations
will continue in the normal course and will not be affected by the
status of its NYSE Arca listing.

                      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.

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.

The Company's balance sheet at June 30, 2011, showed
$24.54 million in total assets, $21.52 million in total
liabilities, $2,000 in preferred stock, and $3.02 million in total
stockholders' equity.


EVERGREEN ENERGY: Begins Trading on the OTCBB
---------------------------------------------
Evergreen Energy Inc. began trading under the symbol "EVEI" or
"EVEI.OB" on the Over-the-Counter Bulletin Board.

On Dec. 1, 2011, the company announced that NYSE Arca delivered a
notice to the company confirming that the exchange will suspend
trading of the Company's common stock on the NYSE Arca prior to
the opening of business on Dec. 2, 2011.  The Company's common
stock will be delisted from the exchange pending the completion of
applicable procedures to be completed by the NYSE Arca and pending
any appeal that the company may file.

Stocks traded on the Over-the-Counter Bulletin Board may
experience more limited trading volume and exhibit wider spreads
between the bid/ask quotation.  In addition, the Company's common
stock would become subject to the "penny stock" rules, which
impose additional customer suitability and disclosure requirements
on broker-dealers effecting transactions in common stock. These
requirements could adversely affect the market price and liquidity
of the Company's common stock.

Thomas H. Stoner, Co-Chair of the Company's Board of Directors,
stated, "While we did not meet the standards to remain listed on
NYSE Arca, we intend to continue our focus on our operations and
moving the company forward in its objectives."

                       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.

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.

The Company's balance sheet at June 30, 2011, showed
$24.54 million in total assets, $21.52 million in total
liabilities, $2,000 in preferred stock, and $3.02 million in total
stockholders' equity.


FANNIE MAE: Agrees to Modify HFA Initiative Programs
----------------------------------------------------
Fannie Mae, formally known as the Federal National Mortgage
Association, entered into an Omnibus Consent to HFA Initiative
Program Modifications with the U.S. Department of the Treasury,
Freddie Mac, formally known as the Federal Home Loan Mortgage
Corporation, and the Federal Housing Finance Agency, pursuant to
which the parties have agreed to specified modifications to the
HFA initiative programs.

The terms of the HFA initiative programs were established
initially pursuant to a Memorandum of Understanding among the
parties entered into on Oct. 19, 2009, as reported on a current
report on Form 8-K the Company filed on Oct. 23, 2009.  Pursuant
to the HFA initiative programs, the Company, Freddie Mac and
Treasury agreed to provide assistance to state and local housing
finance agencies so that the HFAs could continue to meet their
mission of providing affordable financing for both single-family
and multifamily housing.  Pursuant to this HFA initiative, the
Company, Freddie Mac and Treasury are providing assistance to the
HFAs through two primary programs: a temporary credit and
liquidity facilities program and a new issue bond program.

As of Sept. 30, 2011, the Company had $3.3 billion of standby
credit and liquidity support outstanding under the TCLF program
and $7.5 billion in outstanding pass-through securities backed by
single-family and multifamily housing bonds issued by HFAs under
the NIB program.

Pursuant to the Consent, the parties have agreed to the following
modifications to the HFA initiative programs:

   * TCLF program.  The expiration date for the TCLFs will be
     extended for three years, from December 2012 to December
     2015.  HFAs that participate in the extension of the TCLF
     program will be required to develop and submit a plan to
     Treasury, Fannie Mae and Freddie Mac that includes a summary
     of the methods the HFAs will use to reduce TLCF exposure in
     the future and that is acceptable to Treasury, Fannie Mae and
     Freddie Mac.  The parties have also agreed to other
     modifications to the TCLF program, such as pricing changes
     and additional reporting requirements.

   * NIB program.  The expiration date for release of escrowed
     funds for the NIB program will be extended from Dec. 31,
     2011, to Dec. 31, 2012.  The parties have also agreed to
     other modifications to the NIB program, such as pricing
     changes and increased flexibility to use NIB program funds to
     refund TCLF program-supported bonds.

These modifications will not increase the overall amount of funds
allocated to the HFA initiative programs.  In addition, Treasury
continues to bear the risk of initial losses of principal under
the TCLF and NIB programs up to 35% of total original principal on
a combined program-wide basis.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

                         About Freddie Mac

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

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


FILENE'S BASEMENT: Hilco Streambank to Auction IP Assets
--------------------------------------------------------
BankruptcyData.com reports that the trademarked Running of the
Brides(R) name and Filene's Basement(R) trade name are two of many
intellectual property assets slated to be sold at auction by Hilco
Streambank as part of the liquidation of Syms and Filene's
Basement.

Subject to approval by the U.S. Bankruptcy Court, the yet-to-be-
scheduled auction will also include the Syms(R) trade name,
various trademarks, Internet URLs, Web sites and other assets,
according to BData.

On Nov. 16, 2011, going-out-of-business sales began at 19 Syms, 14
Filene's Basement and 6 combined store locations in 12 states and
the District of Columbia.  Discounts of up to 30% off the lowest
ticketed price were being offered on more than $100 million worth
of inventory, including men's and women's business attire,
sportswear, outerwear and children's apparel.

Hilco Streambank has already begun marketing the assets and is
seeking a stalking horse bidder. Bids will be considered for the
complete portfolio or individual brands.

                        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.


FREMONT GENERAL: Investors Lose Bid to Revive Securities Suit
-------------------------------------------------------------
Erin Coe at Bankruptcy Law360 reports that the Ninth Circuit on
Tuesday refused to reinstate the New York State Teachers'
Retirement System's putative securities class action against
former executives at Fremont General Corp.

In a short order, the three-judge panel found that the plaintiffs'
allegations of securities violations were not pled with the
specificity required by the Private Securities Litigation Reform
Act of 1995 and Rule 9(b) of the Federal Rules of Civil Procedure,
according to Law360.

                       About Fremont General

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

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

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

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

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


FUENTES ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Fuentes Enterprises, Inc.
        dba Interprint Communications
        fdba Minuteman Press
        2605 Park Central Blvd.
        Decatur, GA 30035

Bankruptcy Case No.: 11-83857

Chapter 11 Petition Date: November 29, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Michael D. Robl, Esq.
                  THE SPEARS & ROBL LAW FIRM, LLC
                  104 Cambridge Avenue
                  Decatur, GA 30030
                  Tel: (404) 373-5153
                  E-mail: mdrobl@tsrlaw.com

Scheduled Assets: $1,086,615

Scheduled Debts: $3,185,478

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-83857.pdf

The petition was signed by Monica Maldonado, CEO.


GENERAL MARITIME: Seeks Approval of Bidding Procedures
------------------------------------------------------
BankruptcyData.com reports that General Maritime filed with the
U.S. Bankruptcy Court a motion seeking approval of bidding
procedures in connection with the potential auction and sale of
substantially all of the Debtors' assets.

According to the Debtors, "The procedures sought to be approved
here will be implemented only in the event that the Plan is
derailed and the Debtors are otherwise unable to achieve the
Lenders' Milestones."  The proposed bidding procedures provide
that immediately upon a trigger event, the Debtors will enter into
either (a) an asset purchase agreement providing for the credit
bid of up to the full amount of the claims of the Pre-petition
senior lenders and D.I.P. lenders for the assets with a break-up
fee and expense reimbursement to be paid to the senior lenders in
the event that the Debtors and the senior lenders enter into the
lender stalking horse agreement but the senior lenders are not the
successful bidder or (b) within 10 business days of the trigger
event, an alternative stalking horse agreement with alternative
bidder(s), so long as that alternative provides for (i) the
payment in full in cash of the pre-petition senior facilities and
the D.I.P. facility.

The Court scheduled a Dec. 15, 2011 hearing on the matter.

                       About General Maritime

New York-based General Maritime Corporation, through its
Subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

General Maritime disclosed $1,718,598,000 in assets and
$1,412,900,000 in liabilities as of Sept. 30, 2011.  General
Maritime's publicly held securities include 121.5 million common
shares and $300 million in unsecured 12% notes due 2017.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

An ad hoc group of holders of more than $185 million of the $300
million of 12% Senior Notes due 2017 issued by General Maritime
Corporation is represented by Paul D. Leake, Esq., and Pedro A.
Jimenez, Esq., at Jones Day.


GOLDEN EAGLE: Calif. Ct. Affirms Ruling on Calsol Defense Costs
---------------------------------------------------------------
Greg Ryan at Bankruptcy Law360 reports that a California appeals
court ruled Monday that Golden Eagle Insurance Corp. did not have
to defend personal injury claims against Calsol Inc., but said
Golden Eagle's co-insurers were not responsible for its share of
liability for the claims.

In a published opinion, a three-judge panel affirmed a lower
court's decision rejecting an application for order to show cause
filed by Fireman's Fund Insurance Co. and four other insurers
that, along with Golden Eagle, issued general liability policies
to Calsol.

Golden Eagle Insurance Corp. was placed in conservatorship in
1997.


GP INVESTMENT: Fitch Affirms 'B+' LT Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the ratings of GP Investments (GP) as
follows:

  -- Long-term Issuer Default Rating (IDR) at 'B+';
  -- Perpetual bonds at 'B+/RR4'.

The Rating Outlook is Stable.

GP's ratings are limited by its concentrated portfolio, tight
recurring cash flow and high debt service to recurring cash flow
ratios; however, in Fitch's opinion, these are mitigated by GP's
franchise and experienced management, solid capital base, sound
liquidity and adequate debt profile.

A larger and stable recurring cash flow and adequate debt and
expenses coverage metrics may benefit GP's ratings; also a more
diversified investment base would be a rating positive.  A
significant increase of its leverage or deterioration on its
recurring cash flow metrics could negatively pressure its ratings.
When compared to debt service, GP's cash flow is quite tight and
the company relies on non-recurring revenues to fulfill its
commitments.  This is mitigated by the significant and consistent
liquidity cushion that the company maintains in its books, as well
as by the important -- yet volatile -- success fees, valuation
profits, financial revenues and dividends.

As revenues fluctuate and GP's recurring EBITDA remains woefully
low, it does not adequately cover the company's debt service.
However, GP has ample liquidity that is regularly fed by the above
mentioned non-recurring and volatile revenues so as to allow the
company to handily fulfill its financial commitments.

Boasting a very low debt to equity leverage (0.7 at September
2011), GP has a significant capital base that allows the company
to pursue its investment plans while maintaining an adequate
cushion against unexpected losses, a very important feature given
the high volatility that affects the value of its investments.

GP has historically had a very high liquidity (liquid assets after
commitments stood at about $182 million at September 2011) that
consistently covers all of its financial liabilities.  From an
operational standpoint, GP's current liquidity fully covers GP's
annual operational expenses, its debt service and its investment
commitments for the next 12-18 months.

GP's core liabilities are very long term and almost equally
divided between perpetual bonds and a long-term loan maturing in
2020.  This structure leaves plenty of room for GP to manage its
cash flows in the short- to medium term and focus on its
investments -- which realization its contingent in nature -- thus
creating little short term financial pressure.

Given the size of the deals the company executes, concentration is
structurally high and likely to remain high in the medium term.
This is mitigated by the thorough and conservative investment
policies that changed to target well established companies that
generate their own cash flows and have significant growth
potential.  GP is expected to maintain a portfolio mix of mature
and growing companies thus limiting execution risk; although its
aforementioned concentration may expose its results to sudden
changes on the success of any given investment.

GP's management team has accumulated significant expertise in the
private equity business in Latin America after 18 years managing
over $5 billion in investments and returning over 80% of the
invested funds to investors.  Driven by very successful
entrepreneurs, GP has the network, contacts and business acumen to
be one of the leading private equity players in Brazil.


GREATER WENATCHEE: S&P Cuts Rating on Limited Sales BANs to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its short-term rating
to 'D' from SP-3' on Greater Wenatchee Regional Events Center
Public Facilities District, Wash.'s series 2008 limited sales tax
bond anticipation notes (BANs). In addition, Standard & Poor's
lowered its sales tax issuer credit rating to 'D' from 'CCC' on
the district. The outlook on the long-term rating is not
meaningful.

"The rating actions reflect our view of the district's failure to
make a full and timely principal payment on the BANs' Dec. 1, 2011
maturity date," said Standard & Poor's credit analyst Chris
Morgan.


GREATER WENATCHEE: S&P Lowers Rating on Special Tax BANs to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its short-term rating
to 'D' from SP-3' on Greater Wenatchee Regional Events Center
Public Facilities District, Wash.'s series 2008A revenue and
special tax bond anticipation notes (BAN) and the district's
series 2008B taxable revenue and special tax BANs. In addition,
Standard & Poor's lowered its long-term rating and underlying
rating (SPUR) to 'BBB' from 'A-' on Wenatchee, Wash.'s general
obligation (GO) debt. The outlook on all ratings, where
applicable, is stable.

"The rating actions on the BANs reflect our view of the district's
failure to make a full and timely principal payment on the BANs'
Dec. 1, 2011 maturity date," said Standard & Poor's credit analyst
Chris Morgan.

"The rating action on the city's GO debt reflects our view of the
city's not providing timely material support to the district in
retiring the BANs," Mr. Morgan added.

"The stable outlook on the GO rating reflects our view that the
property tax base and operations will continue to provide for
adequate capacity to retire the GO bonds as they mature," S&P
said.


GSC Group: Plan Hearing Delayed Over Voting Dispute
---------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that confirmation of a
bankruptcy plan for GSC Group Inc. became bogged down Wednesday,
Nov. 30, by a heated feud between the Chapter 11 trustee and
creditor Black Diamond Capital Management LLC, as a year-end tax
deadline for GSC's $235 million asset sale looms nearer.

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

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

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

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

The Chapter 11 trustee completed the sale of business in July 2011
and filed a liquidating Chapter 11 plan and explanatory disclosure
statement in late August.  The bankruptcy court authorized the
trustee to sell the business to Black Diamond Capital Finance LLC,
as agent for the secured lenders.  Proceeds were used to pay
secured claims.  The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with $18.6
million cash left over.  Black Diamond bought most assets with a
$224 million credit bid, a $6.7 million note, $5 million cash, and
debt assumption.  A minority group of secured lenders filed an
appeal from the order allowing the sale.  Through a suit in state
court, the minority lenders failed to halt Black Diamond from
completing the sale.

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

The confirmation hearing is set for Nov. 18, 2011.

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


GUANGZHOU GLOBAL: Inks Amendment Agreement with Enable, et al.
--------------------------------------------------------------
Guangzhou Global Telecom, Inc., on Nov. 28, 2011, entered into a
settlement and amendment agreement with Enable Growth Partners,
LP, Enable Opportunity Partners, LP, and Pierce Diversified
Strategy Master Fund LLC, to settle these matters:

   * Certain securities purchase agreement, dated July 31, 2007,
     and amended on Nov. 3, 2008, by and among the Company and the
     Holders, pursuant to which the Holders purchased from the
     Company 8% Senior Convertible Debentures of the Company
     having an original principal amount of $3,000,000 and
     warrants exercisable for shares of common stock of the
     Company;

   * Certain mutual release and settlement agreement, dated
     Dec. 29, 2009, by and among the Company and the Holders,
     pursuant to which the Company agreed to pay to the Holders an
     aggregate amount of $1,300,000 in exchange for the
     cancellation of (i) the Debentures in the principal amount of
     $3,000,000, (ii) the Warrants to purchase a total of
     156,097,534 shares of the Company's common stock and (iii)
     32,704,376 restricted shares of the Company; and

   * Certain judgment dated April 29, 2011, in the amount of
     $1,415,306 in favor of the Holders and against the Company
     entered on Aug. 5, 2011, in the Supreme Court of the State of
     New York.

The Settlement Agreement provides that the Company will pay the
Holders the sum of $50,000 upon execution of the Settlement
Agreement and an additional sum of $105,000, including $5,000 for
the Holders' legal fees, within 20 business days of the execution
of the Settlement Agreement.  Following the payment of an
aggregate of $155,000 by the Company, the Holders will surrender
their respective Warrants and Restricted Shares to the Company and
file a satisfaction of judgment with the Supreme Court of the
State of New York.

Within 5 Business Days following effectiveness of the filing of
the satisfaction of judgment, the Company will issue to each
Holder an amended and restated debenture, including the following
terms:

   -- Amending the maturity date of the Debentures to Nov. 28,
      2014;

   -- Amending the conversion price of the Debentures to be equal
      to the lesser of (i) $.10 or (ii) 90% of the average of the
      VWAPs for the 5 Trading Days immediately prior to the
      applicable Conversion Date;

   -- Reducing the principal amount outstanding under the
      Debentures to be in the aggregate of $1,300,000;

   -- Adding limits on the daily trading volume of the conversion
      shares to be no more than (i) 20% of the trading volume on
      that day, or (ii) 20% of the daily average trading volume
      over the prior 5 trading days, however, provided that, in
      either case, the minimum daily trading volume will be no
      less than 500,000 shares, subject to adjustment for reverse
      and forward stock splits and the like; and

   -- Adding terms of mandatory conversion in the event that the
      VWAP of the Company's common stock is no less than $1.00 per
      share (subject to adjustment for reverse and forward stock
      splits and the like) for a period of ten (10) consecutive
      trading days.

Additionally, the Company agreed to become current in its
reporting obligations under the Exchange Act of 1934 on or before
Dec. 31, 2011, and remain current thereafter.  The Company also
agreed to hire an investor relations firm with a term of
engagement of not less than 12 months on or before the earlier of
(i) Dec. 15, 2011, or (ii) the 30th calendar date following the
date the Company becomes current in its filing obligations under
the Exchange Act of 1934. Further, the Company agreed to
consummate a merger transaction with a new company on or before
Jan. 31, 2012.

A full-text copy of the Settlement and Amendment Agreement is
available for free at http://is.gd/CiKfBQ

                       About Guangzhou Global

Tallahassee, Fl.-based Guangzhou Global Telecom, Inc., was
incorporated as Avalon Development Enterprises, Inc., on March 29,
1999, under the laws of the State of Florida.  The Company,
through its subsidiaries, is now principally engaged in the
distribution and trading of rechargeable phone cards, cellular
phones and accessories within cities in the People's Republic of
China.

The Company's balance sheet at Sept. 30, 2010, showed
$2.43 million in total assets, $5.31 million in total liabilities,
and a stockholders' deficit of $2.88 million.


GUIDED THERAPEUTICS: To Issue 5.8MM Shares Under 1995 Stock Plan
----------------------------------------------------------------
Guided Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement registering
5,800,000 additional shares of the Company's common stock, par
value $.001 per share, to be issued to participants under the
Company's 1995 Stock Plan.  A full-text copy of the prospectus is
available for free at http://is.gd/2TUOJd

                      About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company's balance sheet at June 30, 2011, showed $3.31 million
in total assets, $2.91 million in total liabilities, and $410,000
in stockholders' equity.

The Company reported a net loss of $2.84 million on $3.36 million
of contract and grant revenue for the year ended Dec. 31, 2010,
compared with a net loss of $6.21 million on $1.55 million of
contract and grant revenue during the prior year.

As reported by the TCR on April 4, 2011, UHY LLP, in Atlanta,
Georgia, noted that the Company's recurring losses from
operations, accumulated deficit and lack of working capital raise
substantial doubt about its ability to continue as a going
concern.


HAMPTON ROADS: Fitch Affirms Rating on Class III Notes at 'B+'
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings for the following classes
of Hampton Roads PPV, LLC military housing taxable revenue bonds
(Hampton Roads Unaccompanied Housing Project), 2007 series A (the
bonds):

  -- Approximately $210 million class I at 'A-';
  -- Approximately $58 million class II at 'BB+';
  -- Approximately $9 million class III at 'B+'.

The Outlook for the bonds is Stable.

The bonds are special limited obligations of the issuer and are
secured by a first lien on all receipts of the project, the
majority of which comes from the basic allowance for housing, or
BAH.

DEBT SERVICE COVERAGE: The ratings on the bonds are being affirmed
based on the 2011 debt service coverage ratios (DSCR) of 1.60
times (x), 1.23x and 1.15x, respectively based on nine months of
annualized data as of Sept. 2011.  These coverage levels are
slightly above those projected based in the 2011 budget.  Debt
service increases in 2013 to its maximum beginning in 2013 (from
$17.7 million in 2010 to $19.2 in 2013).

OCCUPANCY AND EXPENSES DRIVE NET OPERATING INCOME (NOI): Since
operating expenses far exceed initial projections (largely due to
high turnover levels and utilities), managing expenses will
continue to be a challenge for the project operator.  Management's
inability to maintain current occupancy levels and control project
operating expenses could lead to decreased NOI and decreased debt
service coverage.  The project has experienced adequate occupancy
levels since construction completion in July 2010 and the current
occupancy is sound at 96% as of Sept. 2011.

BAH RATES DRIVE REVENUE: A material decrease in BAH rates for the
Norfolk market area could negatively affect debt service coverage.
The 2011 Basic Allowance for Housing (BAH) rates demonstrated a
0.8% decline from 2010 rates and Fitch expects that 2012 BAH rates
may be flat to less than a 1% increase based on third party
Property and Portfolio Research projections for apartment rent
levels in the Norfolk/Newport News area.

ABSENCE OF CASH FUNDED DEBT SERVICE RESERVE FUND: The bonds have a
debt service reserve fund whereby AMBAC serves as the surety bond
provider.  Fitch does not assign any value to the AMBAC surety
bond and does not rely on its presence in the event of project
financial deterioration.

The lack of this reserve in cash detracts from bond holder
security for all classes of bonds; however, the Class III bonds
are most vulnerable to this fact.

CONTINUED IMPROVEMENT: A continuation of active expense
management, generally stable occupancy rates and strong demand
would likely create positive rating momentum.

In April 2010, the developer revised pro forma cash flows to
reflect construction delays, reduced occupancy levels, increased
operating expenses, and reduced interest income.  As of Dec. 31,
2010 year end operating data, the property met the revised budget
at 1.39x, 1.07x and 1.00x respectively.

Property management reports that the project continues to
experience operating expenses that are much higher than what was
originally underwritten.  Management reports that high turnover
levels, utilities and HVAC maintenance repairs are contributing to
these higher expense levels.

When the increased 2013 debt service amounts are applied to the
annualized 2011 operating data as of Sept 2011, DSCRs decline from
current levels to 1.46x, 1.13x and 1.06x, respectively.


HAWKER BEECHCRAFT: Cut by S&P to 'CCC' on Poor Credit Protection
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Wichita,
Kan.-based Hawker Beechcraft Inc., including the corporate credit
rating to 'CCC' from 'CCC+'. The outlook is negative.

"The downgrade reflects Hawker's continued poor credit protection
measures and tighter liquidity resulting from declining revenues,
significant (albeit improving) losses, and weak cash generation,"
said Standard & Poor's credit analyst Christopher DeNicolo. "We
have concerns about the company's ability to maintain covenant
compliance."

Although restructuring efforts have resulted in fewer losses the
past few quarters, credit protection measures remain very weak,
liquidity has tightened, and market conditions remain tough. "We
could lower the ratings if demand for Hawker Beechcraft aircraft
deteriorates beyond our expectations, possibly the result of
slower economic growth or a recession, or if profitability
improvements stall," Mr. DeNicolo said.

Standard & Poor's also lowered the issue-level rating on the
company's secured bank debt to 'CCC' from 'CCC+' and maintained
the '4' recovery rating. Similarly, Standard & Poor's lowered the
issue-level rating on the company's unsecured and subordinated
notes to 'CC' from 'CCC-' and maintained the '6' recovery rating.

Minimal EBITDA combined with heavy debt have depressed already
very weak credit protection measures. Hawker Beechcraft's
performance is exposed to risks associated with the current
business jet market downturn and large swings in working capital.

"We believe the company may not be investing enough in new or
improved products to maintain its long-term competitiveness," Mr.
DeNicolo said. "These factors easily outweigh the company's
position as a well-established manufacturer of business jets,
turboprops, and piston aircraft."

Standard & Poor's assesses Hawker Beechcraft's business risk as
"vulnerable," its financial risk "highly leveraged," and its
liquidity "less than adequate".

The $183 million in 8.5 percent senior unsecured notes due 2015
last traded Dec. 1 at 23 cents on the dollar, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority, Bloomberg News said. The last quote Dec. 1
for the $145 million in 9.75 percent senior subordinated notes was
14.75 cents on the dollar, Trace reports.


HMC/CAH CONSOLIDATED: Court Approves Husch Blackwell as Counsel
---------------------------------------------------------------
HMC/CAH Consolidated, Inc. et al., sought and obtained authority
from the U.S. Bankruptcy Court for the Western District of
Missouri for permission to employ Husch Blackwell Sanders LLP as
its counsel.

                    About HMC/CAH Consolidated

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

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

Nancy J. Gargula, U.S. Trustee for Region 13, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of HMC/CAH Consolidated, Inc.

The law firm of Kilpatrick Townsend & Stockton LLP represents the
Official Committee of Unsecured Creditors.


HOCHHEIM PRAIRIE: S&P Affirms 'BB' Long-Term Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
issuer credit and insurer financial strength ratings on Hochheim
Prairie Farm Mutual Insurance Assoc. (HPFM) and its wholly owned
subsidiary Hochheim Prairie Casualty Insurance Co. (HPCIC;
together, the company). The outlook on both companies is negative.

"The negative outlook reflects our view that HPFM and HPCIC's
capital adequacy have declined relative to the rating," said
Standard & Poor's credit analyst Adrian Nusaputra. For the first
nine months of 2011, the company's operating performance
deteriorated, as the year-to-date September 2011 combined ratio
grew to 122.1% from 87.5% during the same period of the prior
year. In 2011, the company incurred approximately $67 million in
larger-than-normal catastrophe-related losses (the company
retained $27 million of losses). The result of these losses is a
deterioration of the company's surplus to $75 million as of Sept.
30, 2011, from $93 million at Dec. 31, 2010. The combination of
the company's surplus deterioration and its revision of its
modeled one-in-250 year probable maximum loss exposure affected
the company's capital adequacy. However, this is mitigated by the
company's placement of 70% of an additional $60 million
reinsurance layer for wind-related catastrophic events, and its
action to reduce its coastal exposure through rate increases
and not underwriting new coastal business," S&P said.

"On the other hand, the company's status as a farm mutual and its
strong agent relationships support the rating. Because the company
is a farm mutual, the Texas Department of Insurance allows it more
flexibility to change rates and coverage than its larger
competitors. The company also benefits through its strong
partnerships with its independent agents who serve the
relationship-based rural customer. By providing these agents with
rigorous training and a robust technology platform, the company
has been able to achieve a 90% policy renewal ratio and low agency
turnover," S&P said.

"The outlook is negative. Given HPFM's higher-than-normal
catastrophe losses during the first nine-months of 2011, and
assuming that the company will have normalized catastrophe losses
for the remainder of 2011 and 2012, we expect HPFM to have a
combined ratio of around 115% in 2011 and around 95% in 2012,
representing its historical earnings performance in a normalized
catastrophe year. Due to its business risk profile, we expect the
company's operating performance to remain somewhat volatile," S&P
said.

"We would revise our outlook to stable if the company restored its
capitalization to a good level using mitigation actions such as
enhanced enterprise risk management practices (as applied through
exposure) and reinsurance optimization initiatives during the next
six months. If the company does not restore its capitalization
within the next six months, we would likely lower the ratings by
one notch," S&P said.


HRAF HOLDINGS: To Present Plan for Confirmation on Dec. 29
----------------------------------------------------------
Judge R. Kimball Mosier has approved the Disclosure Statement
supporting the First Amended Plan of Reorganization dated
Sept. 26, 2011, filed by RAF Holdings, LLC, and Harbor Real Asset
Fund, LP.

The hearing to consider confirmation of the Plan is scheduled for
Jan. 12, 2012 at 1:00 p.m. (Mountain Time).  The deadline for
persons and entities to return their Ballots accepting or
rejecting the Plan will be on Dec. 29, 2011, at 4:00 p.m.
(Mountain Time).

Through the Joint Plan, the Debtors propose to substantively
consolidate their assets and liabilities and to then repay
creditors in full with the proceeds of the liquidation of their
assets, while preserving the pre-confirmation priorities of
creditors and interest holders.  The Reorganized Debtor may, but
is not required to, formalize the consolidation of HRAF and Harbor
by filing articles of merger, articles of dissolution or other
corporate filings, as the Reorganized Debtor may determine in its
sole discretion.

Since the Petition Date, HRAF has sold certain real property owned
by it as of the Petition Date for the aggregate purchase price of
$3,097,500, and currently is holding $2,579,696 in its bank
accounts.  Of the amount currently held, approximately $137,000 is
payable to the Participants.  Upon the effective date of the Joint
Plan, the amounts owed to the Participants on account of property
the Debtors already have sold will be paid to the Participants in
accordance with the Participation Agreements for the Participated
Loans and the terms of the Joint Plan.  The balance will be used
to fund payments under the Joint Plan, including the payment of
all Allowed Administrative Expense Claims.

The Debtors propose to liquidate their remaining real estate
holdings and other assets in an orderly process designed to
maximize returns to all stakeholders.  The Reorganized Debtor will
pay in full the claim of Loan Acquisitions Group LLC (LAG) no
later than Sept. 9, 2015, and the Reorganized Debtor also will
make an initial distribution to LAG and other unsecured creditors
of HRAF, if any, within approximately 30 days after the Effective
Date.  Other secured creditors (primarily real estate taxing
authorities) will be paid in full either (a) at the closing of the
sales of the Reorganized Debtor's real property assets, or (b) on
the first Interim Distribution Date following the closing of a
sale of property upon which they hold a lien.

Cash on hand as of the Effective Date will be used to pay
obligations required by the Joint Plan, including the payment of
Allowed Administrative Expense Claims.  The Reorganized Debtor may
use a portion of the remaining cash on hand for reserves to pay
liquidation and operational costs and expenses post-confirmation,
including contemplated expenses for insurance, taxes and other
governmental fees, fees for legal and accounting services, and
fees to preserve, protect and maintain the Debtors' assets.  The
Joint Plan proposes that the Reorganized Debtor will continue to
market and sell Real Estate and other assets to pay claims under
the Joint Plan, with all cash generated from the sales to be used
and distributed in conformance with the Joint Plan.

The Plan designates 27 Classes of Claims and Interest, all of
which are impaired and entitled to vote to accept or reject the
Plan:

Class 1  - Priority Claims (HRAF).
Class 2  - General Unsecured Claims (HRAF).
Class 3  - Secured Tax Claim of Boise County.
Class 4  - Secured Tax Claim of Columbia County Tax Collector.
Class 5  - Secured Tax Claim of Honolulu County.
Class 6  - Secured Tax Claim of Iron County.
Class 7  - Secured Tax Claim of Salt Lake County Treasurer.
Class 8  - Secured Tax Claim of Summit County.
Class 9  - Secured Tax Claim of Taney County Collector.
Class 10 - Secured Tax Claim of Uintah County.
Class 11 - Secured Tax Claim of Wasatch County Corporation.
Class 12 - Secured Tax Claim of Washington County.
Class 14 - Secured Claim of Creek Road Owners Association (HRAF).
Class 15 - Secured Claim of Jordanelle Special Services District
           (HRAF).
Class 16 - Secured Claim of The Promontory Conservancy (HRAF).
Class 17 - Secured Claim of Reynolds Brothers Construction (HRAF).
Class 18 - Miscellaneous Secured Claims (HRAF).
Class 19 - Secured Claim of the Bank (Harbor).
Class 20 - Secured Claim of Kenneth and Richelle Patey (Harbor).
Class 21 - Miscellaneous Secured Claims (Harbor).
Class 22 - Priority Claims (Harbor).
Class 23 - General Unsecured Claims (Harbor).
Class 24 - Equity Interests in Harbor.
Class 25 - Equity Interest in HRAF.
Class 26 - Participation Interests.
Class 27 - Subordinated Claims.

The holders of Class 2 Allowed General Unsecured Claims as against
HRAF will be paid the full amount of their claim as of the
Petition Date, but will not be paid post-petition interest on
their Claims.

The holders of Class 23 Allowed General Unsecured Claims as
against Harbor will be paid the full amount of their claim as of
the Petition Date to the extent the Reorganized Debtor has
sufficient cash remaining after distributions to the holders of
Secured Claims and Priority Claims.  The holders of Allowed Class
23 Claims will not be paid post-petition interest on their Claims.

The Class 19 Bank Claim is allowed in the amount of $10,673,388.43
as of the Petition Date, plus interest from the Petition Date
through the Effective Date at the rate of 8% per annum, plus the
Bank's reasonable attorneys' fees and costs incurred from Sept. 9,
2010, to the Effective Date, less any preconfirmation payments
paid by the Debtors to or for the benefit of the Bank (the ?Bank's
Claim?).

The Bank's Claim will bear interest from and after the Effective
Date at the rate of 7% per annum.  The holders of Allowed Class 19
Claims will retain their liens until their claims are paid in
full.

The Bank also holds an Allowed General Unsecured Claim as against
HRAF in the amount of $10,673,388.43.  The Bank's Allowed Class 2
Claim arises pursuant to a written guaranty executed by HRAF in
favor of the Bank.  The Bank's Class 19 Claim will be paid in full
by the Debtor on or before the Final Distribution Date (defined in
the Plan as the earlier of (a) 180 days after the Debtors have
completed the liquidation of all Real Property and other assets,
or (b) Sept. 9, 2015).  Payments by the Reorganized Debtor of the
Bank's Allowed Class 2 Claim (General Unsecured Claim against
HRAF) will constitute a dollar-for-dollar credit against and
reduce the Reorganized Debtor's obligation to pay the Bank's
Allowed Class 19 Claim (Secured Claim against Harbor).

The Class 19 Claim will be paid in full, with accrued interest,
not later than the Final Distribution Date.  Subject to the
payments, priorities and reserves established under sections 6.1.3
and 6.1.4 of the Plan, the Debtors may make payments of available
cash to the Bank or its successor-in-interest from time-to-time,
but in any event at least on the Initial Distribution Date and the
subsequent Interim Distribution Dates, to the extent that a full
or partial distribution of cash is available on such dates,
through any combination of (a) sale, liquidation or distribution
of the Debtors' assets, (b) collection of the Debtors' accounts
receivable, (c) collection of rents payable to the Debtors, (d)
financing or refinancing of the Real Property on a first-priority
lien basis, (e) the incurrence of debt by HRAF and/or Harbor on a
secured or unsecured basis, or (f) raising additional equity
capital by Harbor or HRAF, subject to the Bank's liens
in any asset of the Debtors, or the Bank's whole or partial
release of such liens.

The holders of Allowed Class 24 Interests in Harbor will retain
their interests in Harbor, or its successor in interest, as a
Reorganized Debtor.

Until the payment in full of the Class 19 Claim of the Bank, each
record holder of an Allowed Class 25 Equity Interest in HRAF will
retain its interest in HRAF, or its successor in interest, as a
Reorganized Debtor.  After the payment in full of the holders of
all Allowed Claims against HRAF (and after all amounts specified
in sections 6.1.3.1 through 6.1.3.11 of the Plan, have been paid,
reserved or set aside), any and all remaining cash will be
distributed to the holders of Class 25 Interests according to
their respective equity ownership interests.

The Bank holds a Lien upon, among other things, the Class 25
Interests and upon Harbor's right, as the holder of such
interests, to receive member distributions.  Except as otherwise
agreed by the Bank in writing, all distributions to the holders of
Class 25 Interests will be paid directly to the Bank until the
Bank's Class 19 Secured Claim has been paid in full.

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

        http://bankrupt.com/misc/hraf.firstamendedplan.pdf

                     About HRAF Holdings, LLC

Midvale, Utah-based HRAF Holdings, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Utah Case No. 10-32433) on Sept.
9, 2010.  HRAF disclosed $18,423,000 in assets and $10,989,436 in
liabilities as of the Chapter 11 filing.  Michael R. Johnson,
Esq., at Ray Quinney & Nebeker P.C., in Salt Lake City, represents
HRAF Holdings, LLC.

Affiliate Harbor Real Asset Fund L.P. filed for Chapter 11
bankruptcy protection (Bankr. D. Utah Case No. 10-32436) on
Sept. 9, 2010.  George Hofmann, Esq., Matthew M. Boley, Esq., and
Steven C. Strong, Esq., at Parsons Kinghorn Harris, in Salt Lake
City, represents Harbor Real Asset Fund, LP.

The two cases are consolidated and jointly administered under the
case of HRAF.

The U.S. Trustee for Region 19 asks the U.S. Bankruptcy Court
for the District of Utah to dismiss the Chapter 11 case of HRAF
Holdings LLC and Harbor Real Asset and Fund LP or, in the
alternative, convert the Debtors' case to Chapter 7 proceedings.


HUNTINGTON BANCSHARES: Fitch Assigns BB- Preferred Stock Rating
---------------------------------------------------------------
Fitch Ratings expects to assigns a 'BB-' rating to Huntington
Bancshares, Inc.'s Series B Non-Cumulative Perpetual Preferred
Stock issuance announced with the company's exchange offer.
(ticker: HBAN).  This issue is being rated under proposed criteria
discussed in Fitch's exposure draft, 'Rating Bank Regulatory
Capital Securities' released July 28, 2011.  New hybrid issuances
from any other banks would also be rated under the proposed
criteria during the exposure draft period.

HBAN has offered to exchange up to $300 million of trust preferred
securities issued by Huntington Trust I, Huntington Trust II, Sky
Financial Trust III, and Sky Financial Trust IV with an aggregate
value of $340 million for new floating-rate non-cumulative
perpetual Series B preferred stock.  Dividends are non-cumulative
and will pay a floating rate equal to three-month LIBOR plus a
spread of 2.70%.

HBAN's reason for the Exchange Offer is to maintain its Tier 1
Capital in anticipation of trust preferred securities phased out
given the Collins amendment under the Dodd-Frank act.  The company
will replace a portion of the trust preferred securities with
Series B preferred stock, which the company believes will qualify
as additional Tier 1 Capital under Basel III.  The Series B
preferred stock is perpetual, it is non-cumulative, and junior
ranking to its existing trust preferred securities.  Although the
instrument does not have a mandatory conversion or write-down
feature, the anticipated accounting treatment would not classify
the preferred security to be treated as a liability.

Current ratings of HBAN's other preferred stock issuances are
unaffected at this time, but those issues, along with hybrid
issuances from all other banks rated by Fitch globally, would be
addressed upon finalization of this criteria.  Under the proposed
criteria, there is an expectation that there would likely be
additional notching from a bank's Viability Rating (VR) for HBAN's
existing bank hybrid capital securities (preferred and trust
preferred securities), which would no longer be rated investment
grade.  This is expected to take place in December 2011.


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

Upon retention, the firm will, among other things:

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

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

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

The Court ordered that FTI will be compensated:

   a) based on a monthly fixed fee structured as $100,000 per
      month for the first three months, $75,000 for the fourth
      month and $35,000 per month thereafter;

   b) a completion fee equal to 2% of distributable value to
      general unsecured creditors, capped at $350,000, which
      will be earned on the effective date of a plan (not upon
      filing of the plan as described in the application) and
      for the avoidance of doubt, the Completion Fee will not
      be earned or payable unless and until sufficient fund
      exist to pay, or reserve for, the full amount of all
      other administrative and priority claims; and

   c) reimbursement of FTI's expenses.

                        About Hussey Copper

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

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

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

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

The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.


INDALEX LTD: Supreme Court of Canada to Hear PBA Case
-----------------------------------------------------
Randy Bauslaugh, Esq., Mark Firman, Esq., Kevin P. McElcheran,
Esq., and Gregory J. Winfield, Esq. at McCarthy Tetrault disclosed
that on Dec. 1, 2011, the Supreme Court of Canada agreed to hear
an appeal of the unanimous decision rendered last April by the
Ontario Court of Appeal (OCA) in Re Indalex Limited (Indalex).
According to many commentators, the Indalex case turns accepted
law on the priority of debtor in possession (DIP) and working
capital security on its head and introduces new concerns for
employers about how to properly discharge their sometimes
conflicting duties under corporate law and under pension law.

While the case deals primarily with duties and priorities under
the Ontario Pension Benefits Act (PBA) in the context of corporate
insolvency events under the federal Companies' Creditors
Arrangements Act (CCAA), the Supreme Court's decision to hear the
appeal reflects the broader national implications of the case.  In
fact, as discussed in this note, the case has ramifications for
lenders and employer-borrowers, both inside and outside Ontario,
even when the prospect of insolvency is slight.

Indalex raises three main questions: (i) What is the scope of
statutory trusts arising out of contribution obligations to the
pension fund (including wind-up funding)? (ii) Where do claims
based on such trusts rank in relation to claims of other creditors
of an employer in financial distress? Finally, (iii) How can
directors properly manage the conflict between their fiduciary
duty to the corporation on the one hand, and their fiduciary duty
as administrator of a private occupational pension plan on the
other? The OCA decision provides that in some cases pension
funding obligations can rank ahead of DIP security and security on
working capital assets of the employer, and that employers have a
duty to plan members to keep them informed of key steps in
financial restructurings, to serve them with formal notice of
proceedings in CCAA cases, and to defend the priority provided by
the PBA to pension claims over other creditor claims.  The
decision also tacitly suggests that employers should relinquish
administration of a plan when insolvency is clearly in sight.

The decision to hear the appeal is hopeful news for employers and
lenders; however until a final decision is rendered, lenders
should continue to take steps to preserve their usual rights under
credit agreements (including for DIP financing).  Lenders may also
insist that borrowers who find themselves in or approaching
insolvency proceedings take the following steps suggested by the
OCA:

   -- Notify plan members of CCAA proceedings;

   -- Notify plan members of any specific CCAA proceeding in which
super priority over statutory trusts for pension funding claims is
being sought;

   -- Obtain CCAA orders expressly granting super priority over
the deemed trusts under pension standards legislation; and

   -- Consider relinquishing the role of administrator where the
interests of the employer conflict with the interests of plan
members, by asking the regulator to assume administration or
appoint a third party.  In some jurisdictions this may only be
possible if the plan is being wound up.  In other jurisdictions it
may be necessary to find alternative "administrative"
representation for plan members pending the outcome of the
restructuring in order to allow their interests to be properly
represented in the proceedings.

                     About McCarthy Tetrault

McCarthy Tetrault -- http://mccarthy.ca-- provides a broad range
of legal services, advising on large and complex assignments for
Canadian and international interests.  The firm has substantial
presence in Canada?s major commercial centers and in London, U.K.


INNER CITY: Hearing on Further Access to Cash Collateral Today
--------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York previously modified his cash
collateral order that allowed Inner City Media Corporation and its
debtor- affiliates to access its lenders' cash collateral for a
"fourth interim period."  A "final" hearing on further access to
cash collateral motion is scheduled for Dec. 5, 2011, at 10:00
a.m. (EST).

The cash collateral order provides that the Debtors can use use
cash collateral from senior lenders comprised of Yucaipa Corporate
Initiatives Fund II L.P., Yucaipa Corporate Initiatives (Parallel)
Fund II L.P., CF ICBC LLC, Fortress Credit Funding I L.P., and
Drawbridge Special Opportunities Fund Ltd.  The Debtors owe
$228 million plus accrued and unpaid interest and fees to the
senior lenders.

As adequate protection for the Debtors' use of the cash
collateral, the senior lenders are entitled to payment in an
amount equal to the aggregate diminution in the value of their
interests in the collateral, including, without limitation, any
such diminution resulting from the Debtors' use of the cash
collateral.

                         About Inner City

As reported by the Troubled Company Reporter on Aug. 23, 2011,
affiliates of Yucaipa and CF ICBC LLC, Fortress Credit Funding I
L.P., and Drawbridge Special Opportunities Fund Ltd., signed
involuntary Chapter 11 petitions for Inner City and its affiliates
(Bankr. S.D.N.Y. Case Nos. 11-13967 to 11-13979) to collect on a
$254 million debt.

The Petitioning Creditors are party to the senior secured credit
facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on February 13, 2010.  As a result, the Senior Lenders are
owed approximately $250 million in principal and accrued and
unpaid interest and fees as of the Involuntary Chapter 11 Petition
Date.

Inner City Media Corporation's affiliates subject to the
involuntary Chapter 11 are ICBC Broadcast Holdings, Inc., Inner-
City Broadcasting Corporation of Berkeley, ICBC Broadcast
Holdings-CA, Inc., ICBC-NY, L.L.C., ICBC Broadcast Holdings-NY,
Inc., Urban Radio, L.L.C., Urban Radio I, L.L.C., Urban Radio II,
L.L.C., Urban Radio III, L.L.C., Urban Radio IV, L.L.C., Urban
Radio of Mississippi, L.L.C., and Urban Radio of South Carolina,
L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.


JCK HOTELS: Plan Filing Period Extended Until Jan. 2
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
has extended JCK Hotels, LLC's exclusive right to file a plan of
reorganization through Jan. 2, 2012, and its exclusive right to
solicit acceptances to its plan of reorganization in this case
through Feb. 28, 2012.

As reported in the TCR on Oct. 18, 2011, the Debtor has already
filed a proposed Chapter 11 Plan of Reorganization.  The Debtor
will begin soliciting votes on the Plan following approval of the
adequacy of the information in the explanatory Disclosure
Statement.  The Debtor related that it has obtained a hearing date
for approval of its proposed Disclosure Statement on Dec. 1, 2011,
at 10:30 a.m.

                      About JCK Hotels, LLC

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., and Daniel C.
Silva, Esq., at Gordon & Rees LLP, in San Diego, Calif., serve as
bankruptcy counsel.  The Debtor tapped Dae Hyun Kim, CPA &
Associates as financial advisor.  While no formal appraisal has
been done recently, the Debtor believes the fair market value of
both Hotels exceeds $18 million.  The Debtor disclosed
$19,611,552 in assets and $14,974,079 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Jung,
managing member.

Tiffany L. Carroll, Acting United States Trustee for Region 16,
under 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of JCK Hotels, LLC.


JEFFERSON COUNTY: Judge Trims Receiver's Challenges
---------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that U.S. Judge
Thomas B. Bennett on Monday rejected two key arguments raised by
opponents of Jefferson County's efforts to deal with more than $3
billion in sewer debt by curbing the powers of a court-appointed
receiver over its sewer system.

In a one-page order, Law360 relates, Judge Bennett struck down
portions of motions to preserve the current arrangement -- which
the receiver himself and an indenture trustee for bondholders had
filed -- that were premised on the Rooker-Feldman doctrine and the
Johnson Act of 1934.

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

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

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

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.


JER JAMESON: Hearing Tomorrow on Further Cash Collateral Use
------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has authorized JER/Jameson MEZZ
Borrower II, LLC, et. al., to use the cash collateral of U.S. Bank
N.A. as successor-in-interest to Wells Fargo Bank, N.A., on an
interim basis, and in accordance with a budget.

The final hearing on the motion is schedules on Dec. 6, 2011,
at 11:30 a.m.

According to the interim order, as adequate protection for the
Debtors' use of Cash Collateral expended pursuant to the Interim
Order, the Lender is granted:

    (i) first priority postpetition security interests and liens
        to secure Lender's Prepetition Mortgage Debt equal to any
        aggregate diminution in the value of the Cash Collateral;
        and

   (ii) a monthly payment to Wells Fargo of an amount equal to the
        monthly non-default interest charge plus the amount
        necessary to reimburse Wells Fargo for the post-petition
        fees and costs incurred in connection with this bankruptcy
        case.

The Adequate Protection Liens will (a) be junior to any existing,
valid, senior, enforceable and unavoidable prior perfected
security interests and liens against the Operating Debtors, (b)
not attach to the proceeds of claims or causes of action or to the
Avoidance Actions, and (c) be subject to the Carve Out.

As reported in the Troubled Company Reporter on Dec. 1, 2011,
Wells Fargo Bank, N.A., filed with the U.S. Bankruptcy Court for
the District of Delaware its limited objection to JER/Jameson MEZZ
Borrower II, LLC, et. al.'s motion to use the cash collateral.

Wells Fargo, as special services for U.S. Bank National
Association, as trustee for registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2006-WHALE 7, relates that although it
consented to the Debtors' interim use of cash collateral and is
willing to consent to the Operating Debtor's continued use of the
lender's cash collateral to fund their operations, Wells Fargo has
two unresolved issues with the operating Debtors' request to use
the lender's cash collateral on a final basis.

                        About Jameson Inns

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

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

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

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

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

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

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

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

Judge Mary F. Walrath presides over the case.  Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to
both Debtors.  Epiq Bankruptcy Solutions, LLC, serves as its
noticing, claims and balloting agent, and Houlihan Lokey
Howard & Zukin Capital Inc. serves as its investment banker.

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

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.


JETBLUE AIRWAYS: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B-' corporate credit rating, on Forest Hills, N.Y.-based
airline JetBlue Airways Corp. At the same time, Standard & Poor's
revised its outlook on the corporate credit rating to stable from
positive.

The outlook revision to stable stems from the company's relatively
consistent financial profile over the past year. "We believe the
company's credit measures now have less upside potential," said
Standard & Poor's credit analyst Betsy Snyder. "We anticipate only
modest improvement through 2012 due to muted economic growth,
continued high fuel prices and much smaller fare increases
relative to those of the past year. Therefore, we have deferred
the prospect of an upgrade until we see evidence of sustained
improvement in JetBlue's credit metrics."

The corporate credit rating on JetBlue reflects its participation
in the high-risk U.S. airline industry and a substantial debt
burden. Competitive operating costs and adequate liquidity are
positive credit factors. Standard & Poor's characterizes JetBlue's
business profile as "weak" and its financial profile as "highly
leveraged".

JetBlue is a midsize U.S. low-cost, low-fare airline that started
operating in 2000 from New York's JFK International Airport, which
remains its principal hub. JetBlue's profitability has been more
consistent than most other airlines over the past two years (the
exception being a modest loss in first-quarter 2010) as higher
revenues more than offset higher fuel expense. Still, the
airline's financial profile remains highly leveraged.

JetBlue has taken on substantial debt and leases to finance its
fleet growth. "We expect debt to remain fairly stable," even with
planned new aircraft deliveries next year, Ms. Snyder said.

"Based on our expectations, which assume only modestly higher
revenue per available seat mile in 2012 and moderate increases in
fuel prices from current levels, we expect JetBlue's profitability
to decline in 2011 but to recover in 2012," she added.


L.A. DODGERS: Judge Denies Fox Bid to Subpoena McCourt, Gelig
-------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Delaware Bankruptcy
Judge Kevin Gross on Nov. 30 denied a Fox Sports unit's request to
subpoena Los Angeles Dodgers LLC owner Frank McCourt and Major
League Baseball Commissioner Bud Selig for next week's court
battle over the sale of the team's broadcast rights.  In a ruling
from the bench, Judge Gross curtailed the scope of a Dec. 7
hearing on marketing procedures for the rights -- which Fox says
violate its current TV deal with the team -- allowing only
testimony from experts, according to Law360.

                     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.


LACK'S STORES: Can Continue Using Senior Lenders' Cash 'til Feb. 1
------------------------------------------------------------------
Lack's Stores, Incorporated, et al., sought and obtained a seventh
interim authorization from United States Bankruptcy Judge Jeff
Bohm to use cash collateral of the Senior Lenders (under that
certain Second Amended and Restated Loan and Security Agreement
dated as of July 10, 2007), to pay costs and expenses that arise
in the administration of the Debtors' cases, and in the
maintenance and preservation of the Debtors' businesses and asset
value, in accordance with an interim budget.

A 15% variance on a line-item basis will be allowed.  In addition
to the variance, any amounts listed in the interim budget that are
unused in any week may be carried over and used by the Debtors in
any subsequent week, on a line-item basis.

The authorization to use cash collateral expires at the conclusion
of the Final Hearing, which will be held on Feb. 1, 2012, at 2:30
p.m.

Objections to the motion must be filed so as to be received on or
before 5:00 p.m. on Jan. 25, 2012.

As adequate protection, The CIT Group / Business Credit, Inc., as
Agent on behalf of the Senior Lenders, is granted valid and
perfected replacement security interests in the Pre-Petition
Collateral and all property acquired by the Debtors after the
Petition Date that is of the exact nature, kind, or character as
the Pre-Petition Collateral.

A copy of the seventh interim cash collateral order is available
for free at http://bankrupt.com/misc/lack'sstores.dkt1315.pdf

Counsel for the Senior Lenders can be reached at:

         Robert W. Jones, Esq.
         Brent R. McIlwain, Esq.
         PATTON BOGGS LLP
         2000 McKinney Ave., Suite 1700
         Dallas, TX 75201
         Fax: (214) 758-1550

                       About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-60149) on Nov. 16, 2010.  Daniel C. Stewart,
Esq., Paul E. Heath, Esq., and Michaela C. Crocker, Esq., at
Vinson & Elkins LLP, in Dallas, Tex., assist the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $100 million to $500 million.

Clifford A. Katz, Esq., and Sherri D. Lydell, Esq., at Platzer,
Swergold, Karlin Levine, Goldberg & Jaslow, LLP, in New York; and
S. Margie Venus, Esq., at Strong Pipkin Bissell & Legyard, L.L.P.,
in Houston, Tex., represent the Unsecured Creditors Committee as
counsel.

Affiliates Lack Properties, Inc., Lack's Furniture Centers, Inc.,
and Merchandise Acceptance Corporation filed separate Chapter 11
petitions.


LAS VEGAS MONORAIL: Court Says Chapter 11 Plan Not Feasible
-----------------------------------------------------------
U.S. Bankruptcy Judge Bruce A. Markell denied confirmation of Las
Vegas Monorail Company's plan of reorganization, despite the
approval of the plan by more than 97% of the bondholders voting,
who collectively over 92% of the principal amount of LVMC bonds.

The Court opined that LVMC, under its current plan and its own
projections, has failed to show that this reorganization is not
likely to be followed by the need for further financial
reorganization.  "Its plan seeks to saddle LVMC with debt more
than twice its value.  Its financial expert projects accounting
losses of not less than $15 million each year for the next seven
years.  Its management acknowledges that the plan underfunds
LVMC's needs by $38.4 million over that same period."

"For these and other reasons, its current plan dooms it to
failure, if not in the next few years, certainly by 2019.  Its
plan is thus not feasible, and thus the strong creditor support it
has garnered is largely irrelevant."

A copy of the November 18 order denying confirmation is available
for free at http://bankrupt.com/misc/lvmc.dkt1022.pdf

                      About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-10464) on Jan. 13, 2010.  Gerald M. Gordon, Esq.,
at Gordon Silver, assists the Company in its restructuring effort.
Alvarez & Marsal North America, LLC, is the Debtor's financial
advisor.  Stradling Yocca Carlson & Rauth is the Debtor's special
bond counsel.  Jones Vargas is the Debtor's special corporate
counsel.  The Company disclosed $395,959,764 in assets and
$769,515,450 in liabilities as of the Petition Date.

In April 2010, bondholder Ambac Assurance Corp. lost in its bid to
halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell
ruled that Monorail isn't a municipality and is therefore entitled
to reorganize in Chapter 11.  U.S. District Judge James Mahan in
Reno upheld the ruling in October 2010.


LEHMAN BROTHERS: Subpoenas Goldman Sachs Funds in Bankruptcy Probe
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Lehman Brothers
Holdings Inc. has subpoenaed two dozen hedge funds run by Goldman
Sachs Group Inc. and is demanding that the Wall Street giant turn
over documents as part of a probe related to the investment bank's
bankruptcy.

                       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)


LEVEL 3: Completes Sale of Coal Mining Business
-----------------------------------------------
Level 3 Communications, Inc., completed the sale of its coal
mining business as part of its long-term strategy to focus on core
business operations.  On Nov. 10, 2011, the Company entered into
an agreement with an affiliate of Ambre Energy Limited to sell all
of the common stock of the holding company for the coal mining
operations.  As a result of the transaction, the liabilities
associated with the coal mining business will be removed from the
Company's balance sheet as of the closing.  The transaction closed
on Nov. 14, 2011, and post-closing conditions were satisfied on
Nov. 23, 2011.  The financial terms of the transaction were not
disclosed.

On Nov. 28, 2011, the Company entered into a technical amendment
to the Stockholder Rights Agreement, dated as of April 10, 2011,
between the Company and STT Crossing Ltd.  The Amendment was
entered into to have the text of the Stockholder Rights Agreement
reflect the completion of the Company's 1 for 15 reverse stock
split, which was effective as of Oct. 19, 2011, and the listing of
the Company's common stock, par value $.01 per share, on the New
York Stock Exchange, which was effective as of Oct. 20, 2011.  No
substantive changes were made to the terms of the Stockholder
Rights Agreement.  A full-text copy of the amendment to
Stockholder Rights Agreement is available at http://is.gd/jz3S0w

                    About Level 3 Communications

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

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

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


LOCAL INSIGHT: Amended Plan Declared Effective Nov. 18
------------------------------------------------------
The Effective Date of the Amended Joint Chapter 11 Plan for Local
Insight Media Holdings, Inc., et al., occurred on Nov. 18, 2011.

As reported in the TCR on Nov. 24, 2011, the bankruptcy court in
Delaware approved the Company's reorganization plan Nov. 3, 2011.

The Company will now be known as The Berry Co. LLC, and John
Fischer, the Company's general counsel and secretary, will be its
interim president and CEO.  Berry had been the name of Local
Insight Media's publishing subsidiary.

                       About Local Insight

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  Local Insight, along with affiliates, including
Local Insight Regatta Holdings, Inc., filed for Chapter 11
bankruptcy protection on (Bankr. D. Del. Lead Case No. 10-13677)
on Nov. 17, 2010.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
Sept. 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; Houlihan Lokey Howard & Zukin
Capital Inc. as its financial advisor and investment banker; and
Mesirow Financial Consulting LLC as its forensic accountant and
litigation advisor.


LOMBARD PUBLIC: S&P Affirms 'B-' Rating on $53.995-Mil. Bonds
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' rating on
Lombard Public Facilities Corp.'s (LPFC) $53.995 million
convention center and hotel first-tier revenue bonds series
2005A-2. The outlook is negative. "Our recovery rating on the
bonds is unchanged at '4', indicating an expectation of average
(30% to 50%) recovery in the event of default," S&P said.

The Westin Lombard Yorktown Center is a full-service hotel located
in the village of Lombard in DuPage County, approximately 20 miles
west of downtown Chicago and adjacent to the Yorktown Shopping
Center. Construction of the 18-story hotel was completed in August
2007, and the project consists of the 500-room hotel, a 55,500-
square-foot convention center, two restaurants (Harry Caray's and
Holy Mackerel), 8,000 square feet of additional banquet space, a
635-spot parking garage, and additional surface parking.

"The rating reflects our view of such factors as significant
underperformance by the hotel and restaurant during the recession,
the project's event risk and related potential for a future debt
restructuring, and a potential increase in debt service payments
of about 20% in 2012 as principal repayment begins," said Standard
& Poor's credit analyst Ben Macdonald.

"The negative outlook reflects our anticipation that the project
will not achieve 1x coverage of all obligations, including the
furniture, fixtures, and equipment deposits, through its net
income in 2011," S&P said.


LVN PROPERTY: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: LVN Property Management, LLC
        8010 Firenze Blvd
        Orlando, FL 32836

Bankruptcy Case No.: 11-17871

Chapter 11 Petition Date: November 29, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: David R. McFarlin, Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: dmcfarlin@whmh.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 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-17871.pdf

The petition was signed by Mary T. Mai Nguyen, manager.


MACCO PROPERTIES: Can Execute Change in Terms AGMTs with Frontier
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
has authorized Michael E. Deeba, the Chapter 11 Trustee in the
case of Macco Properties, Inc., in his capacity as the substituted
Member/Manager for the limited liability companies of Newport
Granada, LLC, and Emerald Court, LLC, to execute the Change in
Terms Agreements with Frontier State Bank with respect to the
pre-petition obligations under Guaranty Agreements by which Macco
guaranteed the obligations of Newport Granada and Emerald Court.

As reported in the TCR on Nov. 14, 2011, the status of each of the
respective loans owed by the two limited liability companies is as
follows:

                                                     Maturity
   Entity              Loan No.          Principal     Date
   ------              --------          ---------   ---------
Newport Granada       4000125900        $2,999,774  12/10/2027
Newport Granada/      4000355600          $837,837  01/01/2011
Emerald Court
Emerald Court         4000125800         $2,470,491 12/27/2027

The trustee related that he has been in negotiation with Frontier
which has agreed that if the interest payments were brought
current, it would agree to the execution of Change In Terms
Agreements under which the trustee will commence making regularly
scheduled monthly interest only payments for both Newport Granada
and Emerald Court by Nov. 10, 2011.

The terms of the Change In Terms Agreements and the associated
loan documents provides for:

   a. With regard to Newport Granada Loan No. 4000125900, the
payment of interest only beginning Nov. 10, 2011, and monthly
thereafter until April 10, 2012, with regular monthly payments of
$24,368 beginning May 10, 2012;

   b. With regard to Newport Granada and Emerald Court Loan
No. 4000355600, the payment of interest only beginning Nov. 10,
2011, and monthly thereafter until Sept. 1, 2012; and

   c. With regard to Emerald Court Loan No. 4000125800, the
payment of interest only beginning Nov. 10, 2011, and monthly
thereafter until April 10, 2012, with regular monthly payments of
$20,068 beginning May 10, 2012.

                      About Macco Properties

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

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

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

As reported in the TCR on June 17, 2011, the Bankruptcy Court
approved the appointment of Michael E. Deeba as the Chapter 11
trustee in the case of Macco Properties, Inc.

James H. Bellingham, Esq., and Janice D. Loyd, Esq., at Bellingham
& Loyd, P.C., in Oklahoma City, Okla., represent the Trustee as
counsel.


MAIN STREET: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Main Street Financial Corporation
        8 Redondo Ave.
        Long Beach, CA 90803

Bankruptcy Case No.: 11-58868

Chapter 11 Petition Date: November 30, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: James Mortensen, Esq.
                  SOCAL LAW GROUP, PC
                  8 Corporate Pk Ste 300
                  Irvine, CA 92606
                  Tel: (949) 231-7232
                  Fax: (815) 301-9113
                  E-mail: pimmsno1@aol.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 Kyla Sullivan, president.


MAJESTIC STAR: Casino Emerges from Chapter 11 Reorganization
------------------------------------------------------------
The Majestic Star Casino, LLC and certain of its affiliates
disclosed that their Joint Plan of Reorganization has become
effective and that the Company has successfully emerged from
bankruptcy.

"This is an exciting day for Majestic Star," said Mike Darley, the
Company's Chief Operating Officer.  "We are emerging from Chapter
11 with a strengthened balance sheet and an ability to compete
more effectively in our respective markets.  With the
reorganization process behind us, we are better positioned than
ever before to provide our visitors and guests with the best
hospitality, entertainment and gaming experience possible."

As part of the Plan, the Company has eliminated over $500 million
in debt and its lenders will become the new owners of Majestic
Holdco, LLC, the ultimate parent of the Company. Private
investment funds managed by Wayzata Investment Partners LLC, a
Minnesota-based private equity firm, will be the largest holders
of Majestic Holdco.

"I want to thank all of our employees and, in particular, our
senior management team who worked tirelessly throughout the course
of the reorganization," said Mr. Darley.  "I also want to thank
our customers and vendors for their support and understanding
during the Chapter 11 process.  Along with our new Board of
Managers and the rest of the senior management team, I am very
optimistic about the future of the business and look forward to
building Majestic Star into a stronger, more successful company."

Majestic Holdco's Board of Managers will include: Patrick J.
Halloran, Wayzata's managing partner; Joseph M. Deignan, a Wayzata
partner; John W. Risner, director at The Children's Tumor
Foundation; and Cezar Froelich, the chairman and a founding
partner of the law firm of Shefsky & Froelich Ltd.

The Majestic Star Casino, LLC and its subsidiaries and affiliates
filed for Chapter 11 protection in the United States Bankruptcy
Court for the District of Delaware and its Plan was approved on
March 10, 2011.

                        About Majestic Star

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.


MANISTIQUE PAPERS: Wants Plan Filing Exclusivity Until April 13
---------------------------------------------------------------
Manistique Papers, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to extend the period during which time
within which it has the exclusive filing period to April 13, 2012,
and extending the exclusive solicitation period through and
including June 15, 2012.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
submits that cause exists for the extension of the Exclusive
Periods because the initial 120 days of this case were devoted in
large part to working out a consensual order authorizing the use
of cash collateral, obtaining a new lender and post-petition
financing, and stabilizing the Debtor's operations.  The Debtor
and its professionals were required to devote the bulk of their
time to financing and operations as well as other matters that
customarily arise in the early stages of a Chapter 11 proceeding.

Mr. Butz adds that the Debtor has been spending a significant
amount of time generating new business, which is an essential step
to maintaining the value of the Debtor's estate and maximizing the
recovery to the Debtor's creditors.  The Debtor has just recently
commenced a sale process, the outcome of which will largely
dictate the contours of any plan of reorganization.  The hearing
on the sale procedures motion is scheduled on Dec. 13, 2011, and
under the proposed rules, the auction will be held on
Feb. 13, 2012.

Mr. Butz tells the Court that the termination of the exclusive
periods will materially affect the Debtor's ability to continue
the efforts and any potential competing plan would delay and
complicate the Debtor's reorganization.  The value of the Debtor's
assets would materially diminish if its business operations are
disrupted or terminated.  Thus, the termination of the Debtor's
Exclusive Periods at this time would have serious and prejudicial
effects on the Debtor's operations and the administration of the
Chapter 11 proceeding.

The Debtor submits that sufficient cause exists for the granting
of an extension for a period of approximately four months for the
Exclusive Periods, in order to allow the Debtor time to begin to
formulate a confirmable plan after the conclusion of the sale
process.  Furthermore, the Debtor has been complying with its
post-petition obligations, performing its operations, and
administering its case in good faith.

                    About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  It owns a 125,000 ton-a-year plant making specialty
papers from recycled fiber.  Manistique Papers filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 11-12562) on
Aug. 12, 2011.

Godfrey & Kahn, S.C. represents the Debtor in its restructuring
effort.  Morris, Nichols, Arsht & Tunnell LLP serves as its
Delaware bankruptcy co-counsel.  Vector Consulting, L.L.C., serves
as its financial advisor.  Baker Tilly Virchow Krause, LLC, serves
as its accountant.

The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Manistique Papers is represented by Lowenstein
Sandler PC as lead counsel and Ashby & Geddes, P.A., as Delaware
counsel.  J.H. Cohn LLC serves as the panel's financial advisor.
Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.


MANISTIQUE PAPERS: Seeks to Employ Sanabe as Investment Banker
--------------------------------------------------------------
Manistique Papers, Inc., seeks permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Sanabe & Associates,
LLC, as its investment banker nunc pro tunc to Oct. 24, 2011.  The
Debtor desires to employ Sanabe & Associates to advise it
regarding a possible sale of its business.

Sanabe & Associates will:

   (a) work with the Debtor's management in developing a strategy
       with regard to the Sale Transaction;

   (b) work with the Debtor to articulate a business plan and
       business strategy to achieve profitability;

   (c) assist in the preparation of a descriptive memorandum
       regarding the Debtor's assets that would include details of
       the Business Plan;

   (d) prepare and present a list of potential purchasers to the
       Debtor for the Debtor's review;

   (e) contact potential purchasers, both strategic and financial,
       to solicit their interest in a Sale Transaction;

   (f) coordinate the creation and maintenance of a data room of
       information provided by the Debtor, the costs of which will
       be charged directly to the Debtor;

   (g) prepare, with the assistance of the Debtor, management
       presentations to selected purchasers;

   (h) advise the Debtor in its negotiations regarding the Sale
       Transaction, including, if necessary, evaluating
       indications of interest and offers received and negotiating
       a definitive agreement;

   (i) coordinate with the Debtor's legal counsel regarding
       matters related to the closing of a transaction, and other
       advise as may be requested by the Debtor; and

   (j) take all necessary steps and provide services appropriate
       to the Debtor's efforts to maximize the value of its assets
       and estate.

The Debtor paid Sanabe & Associates a retainer of $50,000 on the
execution of the Engagement Letter.

At closing of the Sale Transaction, Sanabe & Associates will earn
the greater of $375,000 or 3% of the Transaction Value plus an
additional 2% of the differential (if any) of the Transaction
Value over $15.5 Million.

The Debtor agrees to reimburse the firm for its reasonable out-of-
pocket expenses incurred in its work on the project, including
travel, printing and any costs of outside legal counsel.

To the best of the Debtor's knowledge, Sanabe & Associates is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  It owns a 125,000 ton-a-year plant making specialty
papers from recycled fiber.  Manistique Papers filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 11-12562) on
Aug. 12, 2011.

Godfrey & Kahn, S.C. represents the Debtor in its restructuring
effort.  Morris, Nichols, Arsht & Tunnell LLP serves as its
Delaware bankruptcy co-counsel.  Vector Consulting, L.L.C., serves
as its financial advisor.  Baker Tilly Virchow Krause, LLC, serves
as its accountant.

The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Manistique Papers is represented by Lowenstein
Sandler PC as lead counsel and Ashby & Geddes, P.A., as Delaware
counsel.  J.H. Cohn LLC serves as the panel's financial advisor.
Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.


MARION AMPHITHEATRE: Seeks to Employ McCarthy as Counsel
--------------------------------------------------------
Marion Amphitheatre, LLC, asks the U.S. Bankruptcy Court for the
District of South Carolina for permission to appoint McCarthy Law
Firm, LLC, as its bankruptcy counsel effective Nov. 9, 2011.  The
Debtor has selected McCarthy Law Firm because of its extensive
experience and knowledge in the field of debtors' and creditors'
rights and chapter 11 business reorganizations under the
Bankruptcy Code.

McCarthy Law Firm will:

   (a) advise Debtor of its rights, powers and duties;

   (b) attend meetings with Debtor and hearings before the Court;

   (c) assist other professionals retained by Debtor in the
       investigation of the acts, conduct, assets, liabilities and
       financial condition of Debtor, and any other matters
       relevant to the case or to the formulation of a plan of
       reorganization or liquidation;

   (d) investigate the validity, extent, and priority of secured
       claims against Debtor's estate, and investigate the acts
       and conduct of those secured creditors to determine whether
       any causes of action may exist;

   (e) advise Debtor with regard to the preparation and filing of
       all necessary and appropriate applications, motions,
       pleadings, draft orders, notices, schedules, and other
       documents, and review all financial and other reports to be
       filed in these matters;

   (f) advise Debtor with regard to the preparation and filing of
       responses to applications, motions, pleadings, notices and
       other papers that may be filed and served in these chapter
       11 cases on behalf of Debtor; and

   (g) perform other necessary legal services for and on behalf
       of Debtor that may be necessary or appropriate in the
       administration of this chapter 11 case.

Currently, the firm's hourly rates vary from $150.00 to $425.00
per hour for firm's attorneys and from $100.00 to $125.00 per hour
for bankruptcy paralegals and assistants.  The hourly rates for
the attorneys who will be primarily involved in this matter are:

   -- $400.00 per hour for G. William McCarthy, Jr.,;

   -- $325.00 per hour for Daniel J. Reynolds, Jr.;

   -- $225.00 per hour for Sean P. Markham; and

   -- $225.00 per hour for W. Harrison Penn.

The Debtors will reimburse the firm for actual, necessary expenses
and other charges that the firm incurs.

Pre-petition, the firm received retainers aggregating $30,000.  At
the time of filing, the retainer was drawn down by $21,748 for
pre-petition services and expenses.  The remaining retainer amount
being held by Firm is $8,251.

William G. McCarthy, Jr., Esq., assures 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 contacted at:

                  G. William McCarthy, Jr., Esq.
                  MCCARTHY LAW FIRM, LLC
                  1517 Laurel Street (29201)
                  P.O. Box 11332
                  Columbia, SC 29211-1332
                  Tel: (803) 771-8836
                  Fax: (803) 753-6960
                  E-mail: bmccarthy@mccarthy-lawfirm.com

Marion Amphitheatre, LLC, filed for Chapter 11 bankruptcy (Bankr.
D. S.C. Case No. 11-06980) on Nov. 9, 2011.  Marion Amphitheatre
scheduled assets of $26,235,309 and scheduled debts of
$23,945,393.  The petition was signed by Michael Guarco, Sr.,
manager-member.  G. William McCarthy, Jr., Esq., at McCarthy Law
Firm, LLC, in Columbia, South Carolina, serves as counsel to the
Debtor.


MEDICURE INC: Swings to C$23.5 Million Net Income in Q1 2012
------------------------------------------------------------
Medicure Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 6-K reporting net income
of C$23.54 million on C$1.52 million of net product sales for the
three months ended Aug. 31, 2011, compared with a net loss of
C$1.57 million on C$830,205 of net product sales for the same
period during the prior year.

The Company reported a loss and comprehensive loss of C$2.01
million on C$3.62 million of net product sales for the fiscal year
ended May 31, 2011, compared with a loss and comprehensive loss of
C$5.53 million on C$3.31 million of net product sales during the
prior year.

The Company's balance sheet at Aug. 31, 2011, showed C$5.81
million in total assets, C$7.61 million in total liabilities and a
C$1.79 million total shareholders' deficiency.

"Our success in restructuring over $32 million in debt while
retaining over 70 percent of the ownership of the Company for
existing shareholders reflects our ongoing commitment to the
interests of shareholders as we seek to accelerate growth in sales
of AGGRASTAT  going forward," stated Dr. Albert Friesen, Chair and
CEO of Medicure Inc.

KPMG LLP, in Winnipeg, Canada, noted that Medicure has experienced
operating losses since incorporation that raises significant doubt
about its ability to continue as a going concern.

A full-text copy of the Form 6-K is available for free at:

                        http://is.gd/poqJuZ

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.


METOKOTE CORP: S&P Raises Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit on
Lima, Ohio-based MetoKote Corp. to 'B-' from 'CCC+'. The rating
outlook is negative.

"Lima, Ohio-based auto supplier MetoKote Corp. refinanced its term
loan that was due Nov. 27, 2011, and secured a new $5 million
revolving credit facility. We believe the company's businesses are
stabilizing because of the gradual recovery in light- and
commercial-vehicle demand in North America. We believe the pace of
light-vehicle production in North America has moderated, but will
still increase by over 8% in 2011 compared with 2010. Heavy
commercial-vehicle production, however, likely will rise over 50%
compared with 2010, albeit from low historical levels. As a
result, we believe the company's credit measures have improved in
fiscal 2011 (ended Oct. 31) and will continue to do so in fiscal
2012. We expect EBITDA margins to be over 15% when fiscal 2011 is
reported, and leverage to fall significantly below 4x because of
higher adjusted EBITDA and debt reduction in fiscal 2012," S&P
said.

"The company has a highly leveraged financial position and
vulnerable business risk profile as a participant in the highly
competitive, fragmented, and cyclical coating business serving the
automotive, agricultural, and construction markets. MetoKote's
sales are vulnerable to swings in demand and pricing for coating
activity because its operations are concentrated in this niche
segment. In addition, the company lacks significant scope and
scale in this sector, even though it is the largest independent
operator. Still, we believe the company has a highly variable cost
structure and a generally favorable contract structure with its
long-term customers," S&P said.

"MetoKote competes with the large, captive coating operations of a
number of auto original equipment manufacturers (OEMs) as well as
with many small, single-plant companies. Although its dependence
on the OEM market has decreased, that market still accounted for
more than 40% of MetoKote's fiscal 2010 revenue. The company has
limited geographic diversity; an estimated 79% of its revenue was
generated in North America in fiscal 2010, and its concentrated
customer base adds further business risk. MetoKote's geographic
diversity has been increasing, but very slowly, through a steady
global expansion to serve customers outside North America. The
privately held company is controlled by its equity sponsor,
unrated CCMP Capital Advisors LLC, and does not file with the
SEC," S&P said.


MOORE SORRENTO: Can Employ SH&S as Special Litigation Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
granted Moore Sorrento, LLC, permission to employ Shackelford,
Hawkins and Searcy, P.C., as its special litigation counsel in
connection with a certain pending action styled as TOKA General
Contractors, Ltd. and Moore Sorrento, L.L.C. v. Amerisure Mutual
Insurance Company and WM. Rigg Co., Cause No. 17-230268-08, in the
17th Judicial District Court, Tarrant County, Texas.

As reported in the TCR on Oct. 31, 2011, SH&S will charge the
Debtor for legal services on an hourly basis in accordance with
its ordinary and customary hourly rates in effect on the date
services are rendered.

Chip N. Searcy, Esq., is the sole attorney at SH&S's Fort Worth,
Texas office and will be the attorney responsible for the
representation of the Debtor.  Mr. Searcy's current hourly rate is
$250.

Mr. Searcy assured the court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                       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.


MORGAN'S FOODS: Extends KFC Remodeling Deadline to Dec. 31
----------------------------------------------------------
Morgan's Foods, Inc., previously disclosed that it had entered
into a Pre-negotiation Agreement with KFC Corporation for the
purpose of finalizing plans to raise capital to fund a remodeling
schedule for certain of the Company's KFC restaurants.  The
original deadline for completion of the process was Aug. 31, 2011,
and on Sept. 1, 2011, that deadline was extended to Sept. 30,
2011, in order to continue the process.

Negotiations have yielded an understanding on the timing of
required image enhancements but because the formal remodel
agreement could not be completed by the Sept. 30, 2011, deadline
the Company entered into an agreement with KFC to further extend
the deadline to Oct. 31, 2011.  Because the preparation of the
formal remodel agreement was still in progress, on Oct. 27, 2011,
the Company entered into an agreement with KFC to further extend
the deadline for completion to Nov. 30, 2011.  An initial draft of
the remodel agreement has been produced but not yet finalized and
executed, therefore, on Nov. 29, 2011, the Company  entered into
an agreement with KFC to extend the deadline for completion to
Dec. 31, 2011.

While management continues to believe that its remodel agreement
and recapitalization plans will be completed successfully, there
can be no assurance that the Company will be able to finalize an
agreement with KFC regarding image enhancements, that the Company
will complete the financial restructuring, or that the
restructuring will create the ability for the Company to complete
a satisfactory number of image enhancements.

                        About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

The Company reported a net loss of $988,000 on $89.9 million of
revenues for the fiscal year ended Feb. 27, 2011, compared with
net income of $396,000 on $90.5 million of revenues for the fiscal
year ended Feb. 28, 2010.

The Company's balance sheet at Aug. 14, 2011, showed $42.91
million in total assets, $42.75 million in total liabilities and
$161,000 in total shareholders' equity.

Grant Thornton LLP, in Cleveland, Ohio, expressed substantial
doubt about Morgan's Foods' ability to continue as a going
concern.  The independent auditors noted that as of Feb. 27, 2011,
the Company was in default and cross default of certain provisions
of its most significant credit agreements and in default of the
image enhancement requirements under franchise agreements for
certain of its restaurants.


MORGANS HOTEL: Royalton & Walton Sell Interests in Hotels JV
------------------------------------------------------------
Royalton Europe Holdings LLC, a subsidiary of Morgans Hotel Group
Co., and Walton MG London Hotels Investors V, L.L.C., each of
which owned a 50% equity interest in the joint venture that owned
the Sanderson and St Martins Lane hotels, completed the sale of
their respective equity interests in the joint venture for an
aggregate of GBP192 million (or approximately $297 million) to
Capital Hills Hotels Limited, a Middle Eastern investor with other
global hotel holdings, pursuant to a purchase and sale agreement
entered into on Oct. 7, 2011.  Also, parties to the sale were
Morgans Group LLC, as guarantor for Royalton Europe, and Walton
Street Real Estate Fund V, L.P., as guarantor for Walton MG
London.  A subsidiary of the Company will continue to operate the
hotels under long-term management agreements.  The terms of the
management agreements, including extension options, have been
extended to 2041 from 2027.

The Company received net proceeds of approximately $73.1 million,
after applying a portion of the proceeds from the sale to retire
the GBP99.5 million of outstanding mortgage debt secured by the
hotels and payment of closing costs.

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on
$225.05 million of total revenues during the prior year.

The Company also reported a net loss of $70.29 million on
$155.29 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $76.14 million on $171.31
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$480.80 million in total assets, $557.97 million in total
liabilities and a $77.17 million total deficit.


MORGANS HOTEL: Board Members Hiked to Ten; Appoints A. Sasson
-------------------------------------------------------------
The Board of Directors of Morgans Hotel Group Co. increased its
size from nine to ten members and appointed Andrew Sasson to fill
the newly created directorship on the Board, effective upon
closing of The Light Group Transaction.  Mr. Sasson is a principal
and founder of The Light Group, an operator of restaurants,
nightclubs, bars and other food and beverage venues.

Mr. Sasson was appointed to the Board pursuant to a one-year
consulting agreement the Company entered into with Mr. Sasson in
connection with The Light Group Transaction.  Pursuant to the
agreement, the Company agreed to appoint Mr. Sasson to the
Company's Board and to cause Mr. Sasson to be nominated for
election to the Board at the Company's 2012 annual meeting of
stockholders.  In the event Mr. Sasson is not elected to the
Board, promissory notes convertible into shares of the Company's
common stock for up to $18 million in potential payments, of which
$16 million is allocated to Mr. Sasson, accelerate and become
immediately due and payable.

The consulting agreement further provides that Mr. Sasson will
provide consulting services in connection with food and beverage
and nightclub operations in hotels managed by the Company and
other venues.  Mr. Sasson will be subject to a non-competition
provision for a period of 12 months from the date he enters into
the consulting agreement.  Mr. Sasson is also required to first
offer any food and beverage, nightclub or lounge and hotel
management opportunities to the Company for a six month period
following the non-compete period.  Mr. Sasson's compensation for
services performed pursuant to the consulting agreement consists
of shares of the Company's common stock with an aggregate value of
$300,000 (or 52,817 shares).  In addition, Mr. Sasson is entitled
to receive a one-time fee if, prior to the end of the right of
first offer period, the Company enters into a term sheet or letter
of intent regarding an offered transaction on materially the same
terms, and the Company subsequently completes that transaction.
The fee is equal to 60% of the Company's base fees for the fourth
year after the closing of such transaction.

One or more subsidiaries acquired by the Company as part of The
Light Group Transaction are parties to or participants in
agreements or arrangements in which Mr. Sasson has a financial or
similar interest, including:

     * An entity owned by Mr. Sasson leases office space to a TLG
       Subsidiary pursuant to a lease agreement that expires in
       May 2017, subject to the exercise of one 5-year extension
       that remains at the lessee's option.  The annual rent under
       the lease for 2011 is expected to be approximately
       $315,000, increasing by 2% each year thereafter.

     * An entity in which Mr. Sasson holds a 50% equity interest
       owns a nightclub to be opened at the Mandalay Bay Hotel &
       Casino in Las Vegas, Nevada.  Pursuant to a management
       agreement entered into between the Owner and a TLG
       Subsidiary on Oct. 28, 2011, the TLG Subsidiary will plan,
       design, operate and manage the nightclub for a management
       fee.

Following closing of The Light Group Transaction, Mr. Sasson
continues to hold 5% of the equity interests in The Light Group.

On Nov. 30, 2011, subsidiaries of the Company completed the
acquisition of 90% of the equity interests in a group of companies
known as The Light Group, an operator of restaurants, nightclubs,
bars and other food and beverage venues, for a purchase price of
$28.5 million in cash and up to $18 million in notes convertible
into shares of the Company's common stock subject to the
achievement of certain EBITDA targets for the acquired business .

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on
$225.05 million of total revenues during the prior year.

The Company also reported a net loss of $70.29 million on
$155.29 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $76.14 million on $171.31
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$480.80 million in total assets, $557.97 million in total
liabilities and a $77.17 million total deficit.


MPG OFFICE: James Higgins Owns 5.5% of Series A Preferred Shares
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, James J. Higgins and his affiliates disclosed that, as
of Nov. 22, 2011, they beneficially own 538,162 shares of 7.625%
Series A Cumulative Redeemable Preferred Stock, $0.01 par value of
MPG Office Trust, Inc., representing 5.53% of the shares
outstanding. A full-text copy of the Schedule 13G is available for
free at http://is.gd/BDAvOe

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company also reported net income of $129.05 million on $249.64
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $45.79 million on $258.53 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.30
billion in total assets, $3.20 billion in total liabilities and a
$903.10 million total deficit.


MRA PELICAN: U.S. Trustee Unable to Form Committee
--------------------------------------------------
The United States Trustee said that until further notice, an
official committee under 11 U.S.C. Sec. 1102 will not be appointed
in the bankruptcy case of MRA Pelican Pointe Apartments, LLC.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

                         About MRA Pelican

MRA Pelican Pointe Apartments, LLC, owns an apartment complex
commonly known as Whispering Isles Apartments in Pompano Beach,
Florida.  As of the Petition Date, the mangers of the Debtor are
Aryeh Kieffer and Samuel Weiss.  As of the Petition Date, the
shareholders of the Debtor are as follows: (i) 1087 Flushing
Avenue Properties, Inc., who owns 38.99% of the Debtor, and (ii)
Samuel Weiss, who owns 61.01% of the Debtor.

Pre-bankruptcy, Fannie Mae initiated a foreclosure action against
the property  in the Circuit Court of the 17th Judicial Circuit in
and for Broward County, Florida.  At Fannie Mae's behest, Margaret
Smith of Glass Ratner Advisory & Capitol Group LLC was appointed
as receiver.  The receiver has administered and operated the
apartment complex since May 17, 2011.

MRA Pelican filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case
No. 11-32457) on Aug. 10, 2011.  Addison Advisors' Mr. Kieffer
signed the petition.  Bradley S. Shraiberg, Esq., and Bernice C.
Lee, Esq. at Shraiberg, Ferrara, & Landau P.A., in Boca Raton,
Fla., represent the Debtor in its restructuring efforts.  In its
amended schedules, the Debtor disclosed $13,226,852 in assets and
$14,809,364 in liabilities.

Fannie Mae is represented by Gary M. Freedman, Esq., and Mark S.
Roher, Esq., at Tabas, Freedman, Soloff, Miller & Brown, P.A.


MW GROUP: Court Approves Moon Wright as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina authorized MW Group, LLC, to employ Moon Wright &
Houston, PLLC, as its bankruptcy counsel.

As counsel, Moon Wright will:

   (a) provide legal advise with respect to the powers and duties
       as debtor-in-possession in the continued operation of its
       business and management of its properties;

   (b) negotiate, prepare, and pursue confirmation of a chapter 11
       plan and approval of a disclosure statement, and all
       related reorganization agreements or documents;

   (c) prepare on behalf of the Debtor necessary applications,
       motions, answers, orders, reports, and other legal papers;

   (d) represent the Debtor in all adversary proceedings related
       to the base case;

   (e) represent the Debtor in all litigation arising from or
       relating to causes of action owned by the estate or
       defending causes of action brought against the estate, in
       any forum;

   (f) appear in Court to protect the interests of the Debtor
       before the Court; and

   (g) perform all other legal services for the Debtor which may
       be necessary and proper in these chapter 11 proceedings.

The principal attorneys and paralegals designated to represent the
Debtor, and their standard hourly rates, are:

          (a) Travis W. Moon            $575 per hour
          (b) Richard S. Wright         $400 per hour
          (c) Andrew T. Houston         $300 per hour
          (d) John C. Woodman           $200 per hour
          (e) Shannon Myers(Paralegal)  $165 per hour

The Debtor agrees to reimburse Moon Wright for its expenses
including, among other things, telephone and telecopier toll and
other charges, mail and express mail charges, document processing
and travel expenses.

Travis W. Moon, Esq., assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          About MW Group

Charlotte, N. Car.-based MW Group, LLC, filed for Chapter 11
bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21,
2011.  The Debtor scheduled assets of $10.32 million and
liabilities of $8.42 million.  Donald R. James signed the petition
as manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

The Debtor is represented by Christine L. Myatt, Esq., at Nexsen
Pruet, PLLC, in Greensboro, North Carolina.

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


MW GROUP: Can Hire Updike Kelly as Environmental Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina authorized MW Group, LLC, to employ Updike, Kelly &
Spellacy, P.C., as its special environmental counsel.

Prior to the Petition Date, the Debtor retained the services of
Updike Kelly, which maintains offices for the practice of law at
One Century Tower, 265 Church Street, New Haven, Connecticut
06510, to represent it in connection with certain environmental
matters.

Updike Kelly will provide legal services to the Debtor, which will
include representation of the Debtor with respect to its dispute
of the alleged U.S. Environmental Protection Agency disclosure
violations.

Updike Kelly's hourly rates are:

             Partners             $335 to $560 per hour
             Associates           $215 to $290 per hour
             Paralegals           $205 per hour

Updike Kelly estimates that its compensation will not exceed
$15,000 through March 2012.

David J. Monz, Esq., attests to the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          About MW Group

Charlotte, N. Car.-based MW Group, LLC, filed for Chapter 11
bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21,
2011.  The Debtor scheduled assets of $10.32 million and
liabilities of $8.42 million.  Donald R. James signed the petition
as manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

The Debtor is represented by Christine L. Myatt, Esq., at Nexsen
Pruet, PLLC, in Greensboro, North Carolina.

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



NATIONWIDE ASSET: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Nationwide Asset Services, Inc.
        4425 W. Olive, #400
        Glendale, AZ 85302

Bankruptcy Case No.: 11-32744

Chapter 11 Petition Date: November 29, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

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

Scheduled Assets: $62,750

Scheduled Debts: $1,978,083

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

The petition was signed by William Anderson, president.


NCO GROUP: Commences Tender Offers of $365 Million Notes
--------------------------------------------------------
NCO Group, Inc., commenced two cash tender offers and consent
solicitations for any and all of its $200,000,000 aggregate
principal amount of 11.875% Senior Subordinated Notes due 2014
and $165,000,000 aggregate principal amount of Floating Rate
Senior Notes due 2013.

Each Offer will expire at 12:01 a.m., New York City time, on
Dec. 29, 2011, unless extended.  Concurrently with the
commencement of the Offers, the Company is seeking to obtain debt
financing to refinance substantially all of its outstanding
indebtedness, consisting of a new credit facility and the issuance
of new senior unsecured notes.

Holders who validly tender their Notes and provide their consents
to the proposed amendments to the indentures governing the Notes
prior to the consent payment deadline of 5:00 p.m., New York City
time, on Dec. 13, 2011, unless extended by the Company in its sole
discretion, will receive $1,035.94 per $1,000 principal amount of
the 2014 Notes and $1,002.50 per $1,000 principal amount of the
2013 Notes, plus any accrued and unpaid interest on the Notes up
to, but not including, the payment date for those Notes.  The
primary purpose of the Consent Solicitations and the proposed
amendments to the indentures governing the Notes is to eliminate
substantially all of the restrictive covenants and certain events
of default and related provisions contained in the indentures
governing the Notes.  Adoption of the proposed amendments could
have adverse consequences upon non-tendering holders of the Notes
because Notes that remain outstanding after consummation of the
applicable Offer will not be entitled to the benefits of the
restrictive covenants or event of default and related provisions
that are eliminated by the adoption of those amendments.

Holders who validly tender their Notes after the Consent Deadline,
but on or prior to the Expiration Date, will receive $1,025.94 per
$1,000 principal amount of the 2014 Notes and $992.50 per $1,000
principal amount of the 2013 Notes, plus, in each case, any
accrued and unpaid interest on the Notes up to, but not including,
the payment date for those Notes.  Holders of Notes tendered after
the Consent Deadline will not receive a consent payment.

With respect to each series of Notes, following receipt of the
consent of the holders of at least a majority in aggregate
principal amount of such series of Notes and the Company's
acceptance for payment of those Notes, the Company will execute
the applicable supplemental indenture effecting the proposed
amendments.  Except in certain circumstances, Notes tendered and
consents delivered may not be withdrawn after 5:00 p.m., New York
City time, on Dec. 13, 2011.

Each Offer is subject to a number of conditions that are set forth
in the Offer to Purchase, including, without limitation, (i) the
receipt of the consent of the holders of at least a majority in
aggregate principal amount of those series of Notes subject to
such Offer, (ii) the entry into by the Company of the New Credit
Facility on or prior to the date on which the Company accepts for
payment Notes properly tendered and (iii) the consummation of the
offering of the New Notes totaling gross proceeds of at least $300
million on or prior to the date on which the Company accepts for
payment Notes properly tendered.  There can be no assurance that
the Company will enter into the New Credit Facility or consummate
the offering of the New Notes, or that any other condition to
either Offer will be satisfied.

To the extent any Notes remain outstanding after the consummation
of the Offers, the Company intends to redeem all those Notes
pursuant to the terms of the indentures governing the Notes using
proceeds from the New Credit Facility and the New Notes.

The Company has engaged Deutsche Bank Securities Inc. and Barclays
Capital Inc. as Dealer Managers and Solicitation Agents for the
Offer.  Persons with questions regarding the Offer should contact
Deutsche Bank Securities Inc. at (212) 250-7527 (Call Collect) or
(855) 287-1922 (Toll Free) or Barclays Capital Inc. at (212) 528-
7581 (Call Collect) or (800) 438-3242 (Toll Free).  Requests for
copies of the Offer to Purchase or other tender offer materials
may be directed to D.F. King & Company, Inc., the Tender Agent and
Information Agent, at (800) 859-8508.

The press release does not constitute an offer to purchase the
Notes or a solicitation of consents to amend the related
indentures.  The Offers are made solely pursuant to the Offer to
Purchase.  The Offers are not being made to holders of Notes in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws
of such jurisdiction.

                        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.


NEW LEAF: Unable to Raise Capital, Seeks Strategic Alternatives
---------------------------------------------------------------
New Leaf Brands, Inc., on Nov. 22, 2011, was unable to raise the
necessary capital to continue normal daily operations and
therefore dismissed all its employees.

On Nov. 30, 2011, the Company reached a tentative agreement with
an investor to provide interim funding to resume the Company's
normal daily operations with the intention of re-engaging certain
key former employees as consultants or employees as it evaluates
its operating plans.  There can be no assurances that same will
result in any transaction, or that, if completed, any transaction
will be on attractive terms.

Going forward, the Company will continue to concentrate on seeking
strategic alternatives.  Alternatives could include, but may not
be limited to, a sale, merger or other business combination
involving the Company, a sale of shares or other recapitalization
of the Company, a joint venture arrangement, the sale or spinoff
of Company assets, or the continued execution of the Company's
business plan.  There can be no assurance that the exploration of
strategic alternatives will result in any transaction, or that, if
completed, any transaction will be on attractive terms.

David Tsiang, the Company's Chief Financial Officer and Treasurer,
resigned from those offices by a resignation letter dated Nov. 23,
2011, but effective as of Nov. 30, 2011.  He will, however, serve
the Company as a non-executive consultant to the Company.

                       About New Leaf Brands

Scottsdale, Ariz.-based New Leaf Brands, Inc. develops, markets
and distributes healthy and functional ready-to-drink teas under
the New Leaf(R) brand.

The Company reported a net loss of $9.13 million on $4.25 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $10.93 million on $3.45 million of net sales for the same
period during the prior year.

As reported by the TCR on June 2, 2011, Mayer Hoffman McCann P.C.,
in Phoenix, Arizona, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has a working capital deficiency, was not in
compliance with certain financial covenants related to debt
agreements, and has a significant amount of debt maturing in 2010.
Mayer Hoffman issued negative going concern qualifications
following the release of the 2009 and 2010 results.


NORTHCORE TECHNOLOGIES: TSX Commences Delisting Review
------------------------------------------------------
Northcore Technologies Inc. announced that the Toronto Stock
Exchange has commenced a remedial review process with respect to
continued listing of its securities on the TSX.

It is Northcore's intent to work closely with the TSX throughout
the process to ensure that the best interests of the shareholders
are respected.  Management will continue to focus on execution
against strategic goals and the continuation of the important,
sequential progress made since the beginning of the current fiscal
year.

                          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."


NORTHERN BERKSHIRE: Wants Plan Solicitation Period Until Feb. 10
----------------------------------------------------------------
Northern Berkshire Healthcare, Inc., asks the U.S. Bankruptcy
Court for the District of Massachusetts to extend by 60 days the
period of time during which the Debtors have the exclusive right
to solicit acceptances for their filed plan of reorganization to
and including Feb. 10, 2012.

Jonathan B. Lackow, Esq., and Matthew F. Burrows, Esq., at Ropes &
Gray LLP, in Boston, Mass., submits that substantial cause exists
to extend the Exclusive Solicitation Period because there has been
no delay by the Debtors in filing a chapter 11 plan in these
cases.  The Debtors have already filed two plans of reorganization
and accompanying disclosure statements as negotiations on a
potential consensual plan of reorganization have advanced.  Not
extending the Exclusive Solicitation Period is more likely to
delay confirmation than otherwise, as it would introduce the risk
that one or more competing plans of reorganization may be filed.

Mr. Lackow notes that the Debtors have successfully managed a
leadership transition and operational restructuring during the
course of these cases.  There are no "acrimonious relations"
between any of the Debtors'principals.  The Debtors' principals
have managed these cases with the cohesion necessary to bring them
toward a speedy close.  An extension of the Exclusive Solicitation
Period will merely permit the parties to conclude negotiations on
a consensual plan of reorganization without needless distraction.

Mr. Lackow assures that the Debtors are not seeking an extension
of exclusivity to pressure their creditors to submit to the
Debtors' demands, but instead to finalize the terms of a
negotiated plan and to confirm it as rapidly as possible.  The
prospects of a fair plan process that benefits all parties-in-
interest will be substantially diminished if the Exclusive
Solicitation Period is not extended.

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


NOVELIS INC: S&P Retains 'B+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services left its 'BB-' issue-level
rating and '2' recovery rating unchanged on Novelis Inc.'s $1.5
billion term loan due 2017 after the company proposed a $225
million add-on to the existing transaction. "The '2' recovery
rating indicates our expectation of substantial (70%-90%) recovery
in a default scenario. All other ratings on the company, including
the 'B+' long-term corporate rating, 'BB-' senior secured rating,
and 'B' unsecured rating, are unchanged. The outlook on Novelis is
stable." S&P said.

"The 'B+' corporate credit rating on Novelis reflects our view of
the company's large debt burden, shareholder-friendly financial
policies, and high degree of customer concentration," said
Standard & Poor's credit analyst Donald Marleau. "Alleviating
these weaknesses, in our opinion, are the company's leading
position in the global rolled aluminum products market, as well as
its dominant position in the relatively stable beverage can sheet
market, long-standing relationships with key customers, and
extensive geographic and product diversity," Mr. Marleau added.

Novelis is the world's largest producer of rolled aluminum
products. The company uses primary and recycled aluminum to
produce can sheet for sale to beverage producers and can
fabricators; various rolled products for transportation,
electronics, construction, and industrial uses; and foil for
packaging.

Ratings List
Ratings unchanged
Novelis Inc.
Corporate credit rating          B+/Stable/--
$1.725 bil. proposed add-on    BB-
Recovery rating                 2


O'CHARLEY'S INC: S&P Withdraws 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings,
including the 'B-' corporate credit rating, on Nashville, Tenn.-
based restaurant operator O'Charley's Inc. at the company's
request.  The company fully repaid all outstanding amounts under
its 9% notes with proceeds from a sale-leaseback transaction of
certain restaurant properties.


OAK RIDGE: Meeting to Form Creditors' Panel on Dec. 14
------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting of creditors on Dec. 14, 2011, at
2:30 p.m. in the bankruptcy case of Oak Ridge Service Corp and
Joel Tanis & Sons, Inc.  The meeting will be held at:

   United States Trustee's Office
   One Newark Center
   1085 Raymond Blvd.
   21st Floor, Room 2106
   Newark, NJ 07102

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

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

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

Oak Ridge Service Corp. dba Service Concrete Co. filed a Chapter
11 petition (Bankr. D. N.J. Case No. 11-43358) on Nov. 18, 2011
Newmark, New Jersey, Richard D. Trenk, Esq. at Trenk, Dipasquale,
Webster, et al. at West Orange in New Jersey, serves as counsel to
the Debtor.  The Debtor scheduled $1,470,540 in assets and
$5,919,633 in liabilities.  Affiliate Joel Tanis & Sons, Inc.
sought Chapter 11 protection (Case No. 11-43353) on the same day.


OXBOW CARBON: S&P Raises Corporate Credit Rating to 'BB'
--------------------------------------------------------
Standard and Poor's Ratings Services raised its corporate credit
rating on West Palm Beach, Fla.-based Oxbow Carbon LLC (Oxbow) to
'BB' from 'BB-'. The outlook is stable. "At the same time, we
raised our issue-level ratings on the company's senior secured
credit facilities to 'BB+' (one notch above the corporate credit
rating) from 'BB'. The recovery rating remains '2'," S&P said.

"The ratings upgrade reflects Oxbow's improved operating
performance due to the global economic recovery that has resulted
in better demand, strong pricing in the calcined petroleum coke
market, and volume growth in its fuel-grade coke and distribution
operations," said Standard & Poor's credit analyst Gayle Bowerman.
"The company's key benefit is the counter-cyclicality afforded by
the diversification of its business lines, both by product mix and
geographic range. The stable outlook also reflects our expectation
that Oxbow will maintain relatively steady operating earnings --
in tandem with our view that global economic growth will continue,
albeit slowly. We expect volumes and margins to expand slightly
despite the potential for volatility in end-market demand and
pricing."

"The rating and outlook also reflect our assessment that Oxbow has
what we consider to be a fair business risk profile and
significant financial risk profile. The business risk assessment
balances the company's diversified business lines and operating
performance in the fuel-grade and calcined petroleum coke markets
against its exposure to cyclical end markets and relatively low
operating margins. Our financial assessment incorporates their
recent performance and credit metrics, but also reflects the
company's willingness to utilize debt financing to pursue
acquisitions and pay dividends to shareholders," S&P said.

"Operating results have improved through 2011 due to price
increases across all business lines, particularly the higher-
margin calcined petroleum coke, fuel-grade coke, and coal
divisions. These price increases have been driven in part by
increased demand from Asia, for both fuel-grade coke and CPC.
Although we anticipate that continued long-term growth in aluminum
demand and the constrained supply of inputs to CPC will result in
higher long-term prices, we expect that recent declines in
aluminum prices may correspond to lower CPC prices in 2012. We
expect coal production and margins to decline over the next
several months due to difficult mining conditions, but higher
prices could somewhat offset the lower volumes. We also expect
that continued volume increases in the international and sulfur
distribution businesses will help Oxbow maintain operating
performance consistent with our rating," S&P said.

"The rating and outlook reflect our expectation that the Oxbow's
operating performance will be relatively stable despite potential
fluctuations in its underlying business lines due to price and
volume volatility. As a result, we expect Oxbow's credit metrics
to be maintained at a level we consider consistent with the
rating, with leverage below 3x and FFO to debt above 20%," S&P
said.

"A negative rating action could occur if operating margins decline
significantly, if our outlook for the CPC market deteriorates, or
if the company initiates a debt-funded acquisition or dividend
payment which weakens its credit metrics significantly for a
sustained period," Ms. Bowerman continued. "Specifically, if the
company's adjusted leverage increases to 3.5x, and we expect it
would be maintained above that level for an extended period, which
could occur if a large acquisition is followed by downturn in
end markets. A positive rating action seems less likely in the
coming months, given the cyclicality of the company's end markets,
relatively low operating margins, and somewhat aggressive
financial policy."


PAETEC HOLDING: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Rochester, N.Y.-based competitive local exchange carrier
(CLEC) PAETEC Holding Corp. to 'BB-' from 'B' and subsequently
withdrew it.

"At the same time, we raised the issue-level rating on PAETEC's
$650 million senior secured notes due 2017 to 'BB-' from 'B',
based on the higher corporate credit rating of Little Rock-based
diversified telecommunications provider Windstream Corp. (BB-
/Stable/--). The '3' recovery rating, which indicates our
expectation for meaningful (50%-70%) recovery in the event of
payment default, is unchanged," S&P said.

"We also raised the issue-level rating on its $450 million of
senior notes due 2018 and its $300 million of senior notes due
2015 to 'B+' from 'CCC+' and revised the recovery rating to '5'
from '6'. The '5' recovery rating indicates our expectation for
modest (10%-30%) recovery in the event of a payment default," S&P
said.

"The revised recovery rating on PAETEC's unsecured notes is based
on improved recovery prospects relating to the value we attribute
to Windstream's guarantee," said Standard & Poor's credit analyst
Allyn Arden, "although the value of the guarantee was not
sufficient to result in a revision of PAETEC's senior secured debt
recovery rating."

"We withdrew the ratings on PAETEC's $100 million senior secured
term loan B and $125 million revolver as that debt has been
repaid. Our recovery analysis assumes that Windstream fully repays
the senior notes due 2015 prior to their maturity," S&P said. (For
the complete recovery analysis, see the recovery report on
Windstream, to be published separately on RatingsDirect on the
Global Credit Portal.)

"We placed the ratings on CreditWatch with positive implications
on Aug. 2, 2011, following the announcement that the company had
signed a definitive agreement to be acquired by Windstream in a
stock-based transaction valued at $2.3 billion. PAETEC's 'B'
corporate credit rating has been raised to 'BB-' and withdrawn
with completion of the transaction," S&P said.


PARADISE HOSPITALITY: Tas Lim Ruger as Bankruptcy Counsel
---------------------------------------------------------
Paradise Hospitality, Inc., asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Lim, Ruger
& Kim, LLP, as its bankruptcy counsel, effective as of Oct. 26,
2011.

Lim Ruger will:

a) advise the Debtor with regard to the requirements of the
bankruptcy court, bankruptcy rules, Bankruptcy Code and the Office
of the United States Trustee as they pertain to the Debtor and the
bankruptcy estate;

b) advise the Debtor with regard to its rights and remedies and
the rights, claims and interests of creditors;

c) represent the Debtor in any proceeding or hearing in the
bankruptcy court unless the Debtor is represented in such
proceeding or hearing by other special counsel;

d) conduct examinations of witnesses, claimants or adverse parties
and represent the Debtor in any adversary proceeding except to the
extent that any such adversary proceeding is in an area outside of
Lim Ruger's expertise or which is beyond Lim Ruger's staffing
capabilities;

e) prepare and assist the Debtor in the preparation of reports,
applications, pleadings and orders, including but not limited to,
applications to employ professionals, interim statements and
operating reports, initial filing requirements, schedules
and statements of financial affairs, lease pleadings, cash
collateral pleadings, financing pleadings, and pleadings with
respect to the Debtor's use, sale or lease of property outside of
the ordinary course of business;

f) represent the Debtor with regard to debtor-in-possession
financing or use of cash collateral;

g) assist the Debtor in the negotiation, formulation, preparation
and confirmation of a plan of reorganization, and the preparation
and approval of a disclosure statement in respect of the plan; and

h) perform any other services that may be appropriate in
connection with Lim Ruger's representation of the Debtor in this
bankruptcy case.

The Debtor expects Sam S. Oh, Esq., will be the lead attorney at
Lim Ruger responsible for the representation of the Debtor, with
attorney Jane N. Kespradit, Esq., assisting in the representation
in this Chapter 11 case.

Lim Ruger's professionals bill:

               Name                      Hourly Rate
               ----                      -----------
       John Lim, Esq.                       $450
       Richard Ruger, Esq.                  $450
       Christopher Kim, Esq.                $450
       Bruce Iwasaki, Esq.                  $450
       Sebong Hong, Esq.                    $450
       Bryan Sheldon, Esq.                  $400
       Marc Manason, Esq.                   $400
       Sandy Sakamoto, Esq.                 $400
       Sam S. Oh, Esq.                      $400
       Lisa Yang, Esq.                      $350
       Arnold Barba, Esq.                   $350
       Phillip Cha, Esq.                    $300
       Paul Kim, Esq.                       $290
       James Ho, Esq.                       $290
       George Busu, Esq.                    $270
       Julie Kwun, Esq.                     $250
       Norma Nava, Esq.                     $200
       Jane Kespradit, Esq.                 $200

During the one-year period prior to its Chapter 11 filing, the
Debtor paid a retainer of $50,000 to Lim Ruger for services
rendered or to be rendered in contemplation of or in connection
with the Debtor's Chapter 11 case.  The retainer was received on
Oct. 21, 2011.

Prior to the filing of the petition on Oct. 26, 2011, Lim Ruger
billed the Debtor for all preliminary services rendered in
preparation of the bankruptcy filing and withdrew from its client
trust account $6,580 for such preliminary services.  Thus, the
retainer balance in the trust account is currently $43,420.  Lim
Ruger agrees to maintain this balance in its client trust account,
and proposes to draw down on the Retainer to pay its postpetition
fees and costs, but only if the Court order approving Lim Ruger's
employment authorizes it.

To the best of the Debtor's knowledge, Lim Ruger does not hold or
represent any interest materially adverse to the Debtor or the
Debtor's estate, and that Lim Ruger is a "disinterested person" as
that term is defined in section 101(14) of the Bankruptcy Code.

                    About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor currently manages and operates the
Hotel.  Haydn Cutler company currently manages the Retail Center.
The Company filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-24847) on Oct. 26, 2011, about three weeks after it
lost the right to use the Crowne Plaza for its hotel.  For now,
the hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq. --
sam.oh@limruger.com -- at Lim, Ruger & Kim, LLP, serves as the
Debtor's counsel.  In its petition, the Debtor estimated assts and
debts of $10 million to $50 million.  The petition was signed by
the Debtor's president, Dae In Kim, a Korean businessman who lives
in southern California.


PARADISE HOSPITALITY: Taps Anspach Law as Special Ohio Counsel
--------------------------------------------------------------
Paradise Hospitality, Inc., asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Anspach
Meeks Ellenberger LLP as special Ohio counsel, effective as of
Oct. 26, 2011.

Due to the Hotel's location in Ohio, the Debtor requires the
assistance of special Ohio counsel to render legal advice and
guidance on issues of Ohio law that may arise in connection with
this case, especially on matters relating to the operation of the
Hotel.

Specifically, Anspach Law will:

a) advise the Debtor on matters of Ohio law arising in this case
or in connection with the operation of the Hotel, including, but
not limited to, commercial and

b) contract issues, tax considerations (especially state and
local), employment issues, and real estate matters; and

b) assist the Debtor and its general bankruptcy counsel in
identifying, investigating and, if warranted, prosecuting
potential claims against the previous management company (Love
Hotel Management Company) and its affiliates for breach of the
management agreement (which is governed under Ohio law) and other
potential claims relating to LHMC's management of the Hotel.  If
an action is brought in Ohio against LHMC or its affiliates,
Anspach Law will act as lead counsel in such action.

Dennis A. Lyle, Esq., a member at Anspach Law, will be the primary
attorney responsible for the representation of the Debtor.  The
Debtor anticipates that Anspach Law will retain the services of
John Kostyo of the Law Office of John F. Kostyo, LLC, for
assistance in its representation on matters involving corporate
and bankruptcy issues.

Subject to availability of funds, secured lender's consent and/or
Court approval, the Debtor may pay a postpetition retainer of up
to $25,000 to Anspach Law.

Anspach Law will bill its time, as well as Kostyos time, for its
representation of the Debtor on an hourly basis in accordance with
its standard billing rates:

               Name                      Hourly Rate
               ----                      -----------
       Robert M. Anspach, Esq.              $250
       Dennis A. Lyle, Esq.                 $200
       John F. Kostyo, Esq.                 $200
       Garrick White, Esq.                  $175
       Cory Catignani, Esq.                 $150

       Michael Jackson, Esq.                $110
       Cathy Sickles. Esq.                  $110
       Donna Hill, Esq.                     $110
       Elaine Guernsey, Esq.                $110

Mr. Lyle tells the Court that the firm has been retained by Dae In
Kim and his spouse (the "Kims"), who are insiders of the Debtor,
to represent them in the Ohio District Court Action filed by
secured lender RREF WB Acquisitions, LLC, against the Kims for
breach of their personal guaranties of the secured indebtedness
that the Debtor owes to RREF (the "Guaranty Action").

Mr. Lyle assures the Court that, except possibly with respect to
the Guaranty Action disclosed above, neither Anspach Law nor
Kostyo holds or represents any interest materially adverse to the
interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtor or an investment
banker for any security of the Debtor, or for any other reason.
Further, neither Anspach Law nor Kostyo holds or represents any
interest materially adverse to the Debtor or the Debtor's estate
with respect to the matters on which Anspach Law and Kostyo are to
be employed.

                    About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor currently manages and operates the
Hotel.  Haydn Cutler company currently manages the Retail Center.
The Company filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-24847) on Oct. 26, 2011, about three weeks after it
lost the right to use the Crowne Plaza for its hotel.  For now,
the hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq. --
sam.oh@limruger.com -- at Lim, Ruger & Kim, LLP, serves as the
Debtor's counsel.  In its petition, the Debtor estimated assts and
debts of $10 million to $50 million.  The petition was signed by
the Debtor's president, Dae In Kim, a Korean businessman who lives
in southern California.


PATRIOT NATIONAL: Taps M. Weinbaum; Meets Nasdaq Requirements
-------------------------------------------------------------
Patriot National Bancorp, Inc., announced that Michael J.
Weinbaum, a director of Patriot, had been elected to its Audit
Committee.

On Nov. 28, 2011, Patriot received a notice from Nasdaq that
Patriot was not in compliance of Nasdaq Listing Rule 5605(c)(2),
because Patriot's Audit Committee consisted of two independent
directors instead of the required three independent directors.
Patriot was in compliance with Nasdaq Listing Rule 5605(c)(2)
prior to the resignation of an independent Audit Committee member.
Nasdaq provided Patriot a cure period until Dec. 13, 2011, to
regain and evidence compliance.  Mr. Weinbaum's election to the
Audit Committee satisfies the requirements of the Nasdaq rule.

                   About Patriot National Bancorp

Stamford, Conn.-based Patriot National Bancorp, Inc. (NASDAQ:
PNBK) is the parent company of Patriot National Bank, a national
banking association headquartered in Stamford, Fairfield County,
in Connecticut.  Patriot National Bank has 19 full service
branches, 16 in Connecticut and three in New York.

The Company reported a net loss of $15.40 million on
$35.61 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $23.88 million on
$42.97 million of total interest and dividend income during the
prior year.

The Company also reported a net loss of $15.90 million on
$21.44 million of total interest and dividend income for the nine
months ended Sept. 30, 2011, compared with a net loss of
$11.32 million on $27.56 million of total interest and dividend
income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $628.42
million in total assets, $577.75 million in total liabilities and
$50.67 million in total shareholders' equity.


PHH CORP: Fitch to Rate $250 Mil. Sr. Unsecured Notes at 'BB+'
--------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB+' to PHH
Corporation's (PHH) $250 million senior unsecured notes issuance
with expected maturity of 2019.  Proceeds from the issuance will
be primarily used to repay the outstanding principal amount on the
company's 2012 convertible notes, due April 2012.

PHH's ratings reflect its competitive position in the mortgage and
fleet leasing business, positive core operating performance,
improved funding and liquidity profile, and adequate
capitalization.  Ratings are constrained by the volatility in
valuation of mortgage servicing rights (MSRs) associated with its
capitalized servicing portfolio and the uncertainty surrounding
regulation that could impact the mortgage servicing business.

The company reported a net loss (GAAP) of $148 million for three
months ended Sep. 30, 2011, primarily due to $353 million MSR
valuation charge (noncash) resulting from declining interest
rates, which was within Fitch's expectations.  On an adjusted
basis, core pre-tax income was $108 million, driven by a surge in
mortgage refinancing due to lower interest rates and increased
profitability in the fleet leasing segment.

Operating performance on a GAAP basis is expected to remain
pressured in the near term due to volatility in the valuation of
the MSR portfolio.  However, Fitch believes that PHH's
demonstrated ability to increase mortgage share and growth in the
fleet leasing business should help sustain overall core
profitability.

Fitch's currently rates PHH as follows:

  -- Long-term IDR 'BB+;
  -- Senior unsecured 'BB+';
  -- Short-term IDR 'B';
  -- Commercial paper 'B'.

The Rating Outlook is Stable.

For more information on PHH's ratings, please refer to the recent
press release, dated Aug. 1, 2011.

Established in 1946, PHH is the leading outsource provider of
mortgage and fleet management services in the U.S. The company
conducts its business through three operating segments: mortgage
production, mortgage servicing and fleet management services.


REALOGY CORP: Enters Into Headquarters Lease with 175 Park Avenue
-----------------------------------------------------------------
Realogy Corporation's wholly owned subsidiary, Realogy Operations
LLC, entered into a lease with 175 Park Avenue, LLC, for Realogy's
new corporate headquarters in Madison, New Jersey.  The initial
term of the Lease is approximately 17 years, commencing on the
earlier of (i) the date that the Landlord substantially completes
the base building, site work and Tenant finish work and (ii) the
date that the Company takes occupancy for the purpose of
conducting its business.  The Commencement Date is expected to
occur at the end of 2012 or in early 2013.

The Lease consists of approximately 270,000 square feet.  The
payment of base rent commences approximately 18 months following
the Commencement Date.  After this rent holiday, the annual base
rent ranges from approximately $7.0 million to $7.5 million over
the remainder of the initial 17 year term.  The straight line
annual rent expense over the initial lease term is $6.5 million.
Realogy has executed a guaranty in favor of the Landlord
guaranteeing the obligations of the Tenant under the Lease.  In
consideration for the capital improvements the Landlord has
committed to in the Lease as well as Tenant's other obligations
under the Lease, Realogy has agreed to provide a $25 million
letter of credit (a $15 million letter of credit within 30 days of
signing the lease to be increased to $25 million by June 1, 2012).
The letter of credit is subject to future reduction upon the
satisfaction of various conditions.

In connection with retaining approximately 950 employees in New
Jersey over the next 10 years, the New Jersey Economic Development
Authority has approved a Business Retention and Relocation
Assistance Grant to Realogy of approximately $10.7 million in
transferable tax credits to be earned over a five-year period and
a sales and use tax exemption of approximately $1.4 million, in
each case subject to the satisfaction of customary conditions
established by the EDA, including completion of the capital
improvements under the Lease.

The term of the lease for Realogy's existing headquarters in
Parsippany, New Jersey ends on Oct. 31, 2013, under which Realogy
currently pays approximately $9 million in annual base rent.

On Nov. 28, 2011, the Compensation Committee of the Board of
Directors of Holdings, with the prior approval of the Board of
Directors of Realogy, approved an amendment to the Realogy
Corporation Phantom Value Plan.  Specifically, the Plan was
amended (i) to give authority to the Board of Directors,
Compensation Committee or Executive Committee to approve Plan
amendments, and (ii) to eliminate the exception set forth on
Schedule I to the Plan for stock option grants issued to Richard
A. Smith, the Company's President and Chief Executive Officer,
under Section 6(a)(2) of the Plan.  Prior to the amendment, stock
options granted to Mr. Smith were limited to 50% of the amount
that would otherwise be issuable pursuant to Section 6(a)(2) of
the Plan.  After giving effect to the amendment, Mr. Smith will be
entitled 100% of the amount calculated pursuant to Section 6(a)(2)
of the Plan for stock options granted under the Plan subsequent to
Oct. 17, 2011.

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company reported a net loss of $285 million on $3.16 billion
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $7 million on $3.12 billion of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.89
billion in total assets, $9.24 billion in total liabilities and a
$1.34 billion total deficit.

                           *     *     *

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


RUDEN MCCLOSKY: Court OKs Sale of Assets to Greenspoon Marder
-------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that a Florida
bankruptcy court on Tuesday approved the proposed sale of Ruden
McClosky PA to sole bidder Greenspoon Marder PA in a move that
would give creditors at least $5.8 million.

Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally.  It had eight offices in
Florida.

In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm.  In September 2011, founder
Donald McClosky died after a long battle with cancer.

Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets for $7.6 million to Fort Lauderdale-based Greenspoon
Marder, subject to higher and better offers at an auction.

Judge Raymond B. Ray oversees the case.  Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq. -- lcloyd@bergersingerman.com and
singerman@bergersingerman.com -- at Berger Singerman, P.A., serve
as the Debtor's counsel.  Development Specialists, Inc., serves as
the Debtor's restructuring advisors, and may be reached at:

          Joseph J. Luzinski
          DEVELOPMENT SPECIALISTS, INC.
          Southeast Financial Center
          200 South Biscayne Boulevard Suite 1818
          Miami, FL 33131-2329
          Tel: 305-374-2717
          E-mail: jluzinski@dsi.biz

The petition was signed by DSI's Joseph J. Luzinski, who serves as
chief restructuring officer.  Kurtzman Carson Consultants LLC
serves as the Debtor's claims and noticing agent.  In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts.

An official committee of unsecured creditors has been appointed in
the case, and is represented by Segall Gordich, P.A.

Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is
Jonathan Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.  Counsel to Greenspoon Marder, the proposed purchaser, is R.
Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP.


RYLAND GROUP: Kenneth Griffin Discloses 5% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Kenneth Griffin and his affiliates disclosed that, as
of Nov. 25, 2011, they beneficially own 2,232,131 shares of common
stock of The Ryland Group, Inc., representing 5% of the shares
outstanding.  The percentage is based upon 44,413,594 shares of
Common Stock outstanding as of Nov. 4, 2011 (according to the Form
10-Q filed by the Company on Nov. 8, 2011).  A full-text copy of
the Schedule 13G is available for free at http://is.gd/xAxpZO

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $51.56 million on $628.98
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $66 million on $786.88 million
of total revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $1.54
billion in total assets, $1.06 billion in total liabilities and
$484.75 million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


SHASTA LAKE: Wants to Continue Using BofA Cash Collateral
---------------------------------------------------------
Shasta Lake Resorts, LP, asks the Court for an order authorizing
the continued use of secured lender Bank of America's cash
collateral after Nov. 30, 2011, in accordance with a budget.  The
Debtor need the continued use of cash collateral to continue to
fund operations in order to preserve the going concern value of
its business.

The Debtor is currently negotiating with Bank of America (BofA) to
extend the Cash Collateral Stipulation beyond Nov. 30.  However,
the parties have not yet reached an agreement.

Kelly Pope, Esq., at Downey Brand LLP, in Sacramento, Calif.,
tells the Court that the Debtor has an immediate need to use cash
and receivables in order to pay wages and other operating expenses
of the Resorts.  The Debtor's access to sufficient use of cash
collateral is vital to the Debtor's continued operation of the
Resorts and maximization of the value of its assets.  Without the
continued use of cash collateral, the Debtor cannot continue to
operate the Resorts, and the estate and all creditors will suffer
immediate and irreparable harm.

As adequate protection, the Debtor proposes to provide BofA with
replacement liens in the income generated from the operation of
its business from the time of the Chapter 11 petition forward to
the extent of the cash used, if there is an ultimate finding that
Debtor's cash and receivables constitute BofA's collateral.  The
security interests of BofA will attach to this future income
stream to the same extent, validity and priority as existed at the
time of the Petition Date.

Ms. Pope states that the use of cash collateral should be
permitted because of the equity cushion that exists in the assets
pledged to the Bank.  Specifically, as of Oct. 15, 2011, Debtor
owed BofA approximately $3,640,378, and this debt is secured by
Debtor's entire inventory of boats and personal property, which
are worth approximately $9.5 million.  BofA therefore has a more
than 100% equity cushion, more than enough to provide BofA with
adequate protection.

Although BofA is adequately protected by its equity cushion in the
houseboat collateral, as a condition of the use of cash
collateral, the Debtor also proposes to continue making monthly
adequate protection payments to BofA pursuant to the terms of the
Cash Collateral Stipulation.  The Stipulation provides that the
Debtor will remit to BofA monthly adequate protection payments
equal to the amount of interest accrued on a daily basis at a rate
of Prime plus 2.5% per annum on the unpaid principal balance of
the loan no later than the 1st calendar day of each month.

The hearing on the cash collateral motion is scheduled on
Dec. 7, 2011, at 10:00 a.m.

As reported in the Troubled Company Reporter on Nov. 7, 2011,
The Hon. Christopher M. Klein has approved a stipulation between
Shasta Lake Resorts LP and Bank of America, N.A., authorizing the
use of cash collateral.

The Debtor's right to use Bank of America's cash collateral will
become effective as of the Petition Date and will continue in
effect until the sooner of Nov. 30, 2011, an event of default,
or further order of the Court.

As reported in the Troubled Company Reporter on Oct. 5, 2011,
under the terms of the stipulation, the Debtor is entitled to use
the Cash Collateral and to pay certain actual and necessary
operating expenses incurred after the Petition Date.  Without the
written consent of BofA, the total payments for monthly expenses
will not exceed the budgeted amount by more than 10% of each line
item contained in the budget, or 110% of the  aggregate of all
line items included on the Budget in anyone month.  No other
payments or expenditures will be made except as BofA may
specifically authorize in writing, which will not be unreasonably
withheld and the response to any written request will be provided
in the most expeditious manner possible.

All Cash Collateral heretofore collected and in the possession or
under the control of the Debtor, and all Cash Collateral collected
by the Debtor, will be deposited into a debtor-in-possession bank
account and kept separate from any other funds of the Debtor.

As adequate protection payments, the Debtor will remit to BofA
monthly adequate protection payments equal to the amount of
interest accrued on a daily basis at a rate of Prime plus 2.5% per
annum on the unpaid principal balance of the Loan no later than
the 1st calendar day of each month, retroactive to the Petition
Date.

BofA holds a valid, duly perfected, enforceable  and non-avoidable
most senior security interest in the Cash Collateral.  As further
partial adequate protection for the continued use by the Debtor of
the Cash Collateral, BofA is granted a valid, duly perfected,
enforceable and non-avoidable replacement lien and security
interest of the same priority in all postpetition Cash Collateral
and other personal property of the Debtor.

The post-petition liens in favor of Secured Creditor will secure
repayment to BofA of the difference between the actual amount of
Cash Collateral spent by the Debtor from and after the Petition
Date and the Cash Collateral unspent for the same time period.

Under the stipulated order, the Debtor may continue to market and
sell used houseboats in the ordinary course of the Debtor's
business.  The Debtor acknowledges and agrees that Debtor's used
houseboats are "inventory" and are subject to BofA's lien.
Accordingly, any proceeds generated from the sale of the
Debtor's used houseboats are proceeds of BofA's collateral and
constitute Cash Collateral.  In addition to the adequate
protection payments, the Debtor agrees that 100% of the net sale
proceeds of each houseboat to be sold will be paid to BofA as a
condition of any sale, in exchange for the payment of which BofA
will release its lien against the houseboat being sold.

The Debtor and BofA also agree that the net proceeds of the sale
or other liquidation of Secured Creditor's Collateral related to
the business operations at the Debtor's Lake McClure site will be
held pending further agreement or allocation of the assets.  The
Debtor will account for the liquidation and sale of Collateral in
the reports to be provided to BofA.  The Debtor agrees that the
assets will not be sold without court approval and with notice to
BofA and an opportunity to be heard on any sale or settlement.

Any failure of the Debtor to perform fully or satisfy the
promises, duties, covenants, provisions or terms of this
stipulation, the Loan Documents, or any breach of a representation
or warranty, will be an event of default under this Stipulation
unless timely cured.

                        About Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of approximately 65
houseboats primarily out of its Jones Valley Resort on Shasta Lake
and its New Melones Lake Marina.  SLR offers a full service dock
at both Jones Valley Resort and New Melones Lake Marina, with
overnight and year round moorage and small boat and accessory
rentals.  SLR also operates floating stores, which sell everything
its customers may want to complete their houseboating experience,
including grocery items, bait and tackle, water sports and marine
items, unique gifts and apparel.  SLR offers slip rentals at
Sugarloaf Resort on Shasta Lake.

SLR disclosed assets between $10,000,001 to $50,000,000, and debts
between $1,000,001 to $10,000,000.

SLR filed voluntary petition for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 11-37221)
on July 13, 2011.  Judge Christopher M. Klein is assigned to the
case.

Jamie P. Dreher, Esq., at Downey Brand LLP, in Sacramento,
California, represents SLR.


SONJA TREMONT: Hannibal Accuses Reality TV Star of Delay
--------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that Hannibal
Pictures Inc. on Tuesday accused Sonja Tremont-Morgan, a bankrupt
"Real Housewives of New York City" star who wants to liquidate
properties in Colorado and France to pay creditors, of sandbagging
it with last-minute arguments against its bid to convert her
Chapter 11 bankruptcy or appoint a trustee.

New York City-based Sonja Tremont-Morgan filed for Chapter 11
protection on Nov. 17, 2010 (Bankr. S.D.N.Y Case No. 10-16132)
after Hannibal Pictures won a $7 million jury verdict in a suit
claiming she broke a contract agreement by failing to provide the
promised funding for "Fast Flash to Bang Time."  The Debtor
disclosed $13,458,749 in assets and $19,839,501 in liabilities as
of the Chapter 11 filing.


SOUTH OF THE STADIUM: To Ask Court to Confirm Plan on Jan. 3
------------------------------------------------------------
On Nov. 16, 2011, the U.S. Bankruptcy Court for the Northern
District of Texas approved the first amended disclosure statement
in support of the plan of reorganization filed by South of the
Stadium I, LLC.

The deadline for the submission of votes either for acceptance or
rejection of the plan will be not later than 5:00 p.m. on Dec. 27,
2011.

SOS will ask to Bankruptcy Court to approve the Plan at a
confirmation hearing on Jan. 3, 2012, at 9:30 a.m.  Objections, if
any, to confirmation of the Plan must be filed and served on or
before Dec.  27, 2011.

Under the Plan, the Providence Property will be transferred to the
Class 3 Claimant in full and final satisfaction of any and all
amounts owed to the Class 3 Claimant.  The transfer of the Premier
Property will be a payment of any and all amounts owed to the
Class 3 Claimant by the Debtor and will be applied as a credit
against the indebtedness of SOS to the Class 3 Claimant.  If the
Class 3 Claimant disputes that the value of the property
transferred to the Class 3 Claimant is equal to or greater than
the Allowed Claim of the Class 3 Claimant, the Bankruptcy Court
will conduct a hearing and determine the value of the property
transferred to the Class 3 Claimant.  The members of SOS shall
contribute cash to make the payments to the Class 5 Claimants.

The classification and treatment of claims under the Plan are:

Administrative Claims and Priority Tax Claims are unclassified;
their treatment is prescribed by the Bankruptcy Code, and the
holders of such Claims are not entitled to vote on the Plan.

Secured Tax Claims in Class 2 for ad valorem property taxes for
tax year 2011 and 2012 will attach to the Providence Property and
be subject to any and all rights, including lien rights of the
Holder of the Allowed Secured Tax Claims.  After confirmation of
the Plan, Allowed Secured Tax Claims will have no claims against
the Debtor.

Class 2 Secured Tax Claims are impaired under the Plan and the
holders thereof are entitled to vote to accept or reject the Plan.

The Class 3 Providence Bank Secured Claim will be allowed in the
amount of $9,859,210 plus accrued but unpaid interest, fees, costs
and expenses.  At this time, Providence has filed a proof of claim
asserting a secured claim in the amount of $10,921,062 as of the
Petition Date, and has asserted rights under 11 U.S.C. Section
506(b) to post-petition interest at the rate of 11.5% per annum
and attorneys' fees.  The Class 3 Claim will be paid in full on
the Effective Date by the transfer by special warranty of title to
the Providence Property from SOS to Providence in full and final
payment of any and all Claims of Providence.

The Class 3 Claim is impaired under the Plan and the holder
thereof is entitled to vote to accept or reject the Plan.

The Class 4 Claim of One Prime will be allowed in the amount of
$4,713,855 plus accrued but unpaid interest, fees, costs and
expenses.  The Class 4 Claimant will release any and all claims
against the Providence Property on the date of transfer of the
Providence Property under Section 5.03 of the Plan.  The Class 4
Claimant will receive no property of any kind in consideration of
the claims of the Class 4 Claimant against SOS.

The Class 4 Claim is impaired under the Plan and the holder
thereof is entitled to vote to accept or reject the Plan.

SOS owes $772,718 in unsecured claims of which $700,000 is owed to
One Windsor Hill, LP, an insider or affiliate of SOS, and
approximately $60,000 is owed to IntegraTax, Inc., for service
provided in challenging and reducing property taxes assessed
against the real property owned by SOS.  Each Holder of an Allowed
Class 5 General Unsecured Claim will receive a pro rata share of
$10,000 cash within 30 days of the Effective Date of the Plan.
The cash will be contributed by the sole member of SOS, MMM
Ventures, LLC.

Class 5 General Unsecured Claims are impaired under the Plan and
the holders thereof are entitled to vote to accept or reject the
Plan.

Class 6 Interests in the Debtor will be extinguished on the
Effective Date.  Class 6 is impaired under the Plan.  Each Holder
of a Class 6 Interest is entitled to vote to accept or reject the
Plan.

A copy of the First Amended Disclosure statement with respect to
the Debtor's First Amended Plan of Reorganization is available for
free at http://bankrupt.com/misc/southofthestadium.dkt38.pdf

                 About South of the Stadium I, LLC

South of the Stadium I, LLC, in Carrollton, Texas, is a Texas
limited liability company formed on April 18, 2007, for the
purpose of acquiring and developing real property located in
Tarrant County, Texas.  MMM Ventures, LLC, a Texas limited
liability company is the sole member of SOS.  The single asset of
SOS is 28.53 acres of undeveloped land located south of the Dallas
Cowboys' stadium in Arlington, Texas.

The Debtor filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
11-43278) on June 6, 2011.  Debtor-affiliates 261 CW Springs LTD
(Bankr. N.D. Tex. Case No. 1-33757), WS Minerals LLC (Bankr. N.D.
Tex. Case No. 11-43273), and WS Mineral Holdings LLC (Bankr. N.D.
Tex. Case No. 11-43290) also filed on the same day.  Judge D.
Michael Lynn presides over the cases.  Richard W. Ward, Esq. --
rwward@airmail.net -- Plano, Texas, serves as the Debtors'
bankruptcy counsel.

South of the Stadium I, WS Minerals LLC, and WS Mineral Holdings
LLC each estimated assets and debts of $10 million to $50 million
in their petitions.  261 CW Springs estimated assets and debts of
$1 million to $10 million in its petition.  The petitions were
signed by Jeff Shirley, authorized representative.


STRATUS MEDIA: Jack Schneider Appointed as Board Advisor
--------------------------------------------------------
Stratus Media Group, Inc., announced the appointment of Jack
Schneider as an Advisor to the Board of Directors.

"Jack's status in the executive business establishment is
unprecedented," said Paul Feller, CEO and Chairman of Stratus
Media Group.  "His counsel and insight to our board will
contribute greatly to Stratus during a time of dynamic growth for
our company, and our influence in the global live events
community."

Mr. Schneider served for over 30 years as Managing Director of
Allen & Co., an international investor, underwriter, and broker to
some of the biggest names in entertainment, technology, and
information.  He also pioneered The Allen & Company Sun Valley
Conference, widely considered one of the most influential
gatherings of international business leaders, annually.

"Stratus Media Group represents a positive shift in the global
live events culture where ownership of intellectual property
extends to all forms of media and promotion," commented Mr.
Schneider.  "I'm honored to contribute to this culture and to help
extend the reach of its portfolio throughout multiple business
segments."

Mr. Schneider is chairman of the Buoniconti Fund to Cure
Paralysis, a role he has led for 25 years; he has contributed for
over a decade as a board member for the National Mentoring
Partnership, and has extensive contributions with the St.
Vincent's Services to Kids.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

The Company ended 2010 with a net loss of $8.41 million on $40,189
of revenues and 2009 with a net loss of $3.40 million on
$0 revenues.

The Company also reported a net loss of $8.19 million on $250,201
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $5.40 million on $0 of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$9.08 million in total assets, $3.96 million in total liabilities,
and $5.11 million in total equity.

As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin,
LLP, in Encino, California, expressed substantial doubt about
Stratus Media Group's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and has negative cash flow from operations.


SUMMER VIEW: To Seek Approval of Plan Disclosures on Jan. 11
------------------------------------------------------------
Summer View Sherman Oaks LLC, filed on Nov. 15, 2011, a plan of
reorganization and disclosure statement.

The Debtor will seek approval of the disclosure statement at a
hearing scheduled for Jan. 11, 2012, at 10:00 a.m.

The Debtor intends to continue to lease its real estate while
concurrently contemplating and preparing for the sale of the
Property as a part of reorganization plan.  The goal is to sell
the Property prior to July 2012-September 2012 (the Maturity Date
of the U.S. Bank loan is July 11, 2014).  The Debtor intends to
start making payments to the creditors on the Effective date and
pay off thelLoan and all the creditors from the proceeds of sale.

The Debtor is in the process of filing its application to employ
and to enter into an exclusive listing agreement with Marcus and
Millichap as the real estate broker for the Debtor.  The proposed
listing price is $21,000,000, with the proposed broker's
commission at 2%.  Marcus and Millichap anticipate to find a
qualify buyer for the Property within four months after approval
of their employment and to close escrow by Sept. 1, 2012.

Commencing with the effective date, general unsecured creditors
will be receive $24,339 (100% of their claims) in 8 equal
quarterly payments.

Listed below are the sources of money earmarked to pay creditors
and interest-holders:

a. Proceeds from the sale of the Property;
b. Debtor's cash on hand as of the Effective Date of the Plan;
c. Payment reserve held by the Lender; and
d. Post-confirmation income.

The classification and treatment of claims under the Plan are:

Class 1 ? Allowed Secured Claims of U.S. Bank, owed $18,118,041,
will receive monthly payments of $78,584 until the property is
sold.  According to loan documents, the loan must be paid off on
July 11, 2014, with a balloon payment.

Class 2 ? Allowed Secured Claim of E. Rojas Landscape Inc.,
secured with a mechanic's lien ($12,078), will be paid in 12
quarterly installments of $1,007 (without interest), or from the
proceeds of the sale if the property is sold before the creditor
is paid in full.

Class 3 ? Priority claims tenant security deposits that are not
currently due ($76,314) will be paid when due.  This Class is
unimpaired.

Class 4 ? Priority claims for tenant security deposits that became
due prepetition ($590) will be paid in one payment before the
effective date.  This Class in unimpaired.

Class 5 ? Allowed Unsecured Claims, excluding Insiders, owed
$24,340, will be paid in 8 quarterly payments of $3,042 (without
interest), or from the proceeds of the sale, if sale occurred
before the creditor is paid in full.

Class 6 Interests will receive the balance of the proceeds after
payments to all creditors.

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

          http://bankrupt.com/misc/summerview.dkt137.pdf

                    About Summer View Sherman

The West Hollywood, California-based Summer View Sherman Oaks LLC,
aka Summer View Sherman Oaks Apartments LLC, a single-asset real
estate company, is the owner of a 169-unit apartment building
locate at 15353 Weddington Street, in Sherman Oaks, California.
The sole member of the Debtor is the Efim Sobol Family Trust Dated
November 18, 1995.  Dr. Efim Sobol's mother, Sonia Sobol, 88 years
old, is the sole trustee and beneficiary of the Efim Sobol Trust.

The Company filed for bankruptcy under Chapter 11 (Bankr. C.D.
Calif. Case No. 11-19800) on Aug. 15, 2011.  Judge Alan M. Ahart
presides over the case.  The Debtor disclosed $23,228,304 in
assets and $16,535,378 in liabilities as of the Chapter 11 filing.
The petition was signed by Sonia Sobol, member.

Terry D. Shaylin, Esq., and Alik Segal, Esq., at Karasik Law
Group, LLP, in Los Angeles, Calif., represent the Debtor as
counsel.


SWADENER INVESTMENT: To Present Plan for Confirmation Tomorrow
--------------------------------------------------------------
United States Bankruptcy Judge Terrence L. Michael approved, on
Oct. 26, 2011, the Second Amended Disclosure Statement for
Swadener Investment Properties, LLC's First Amended Plan of
Reorganization dated Oct. 19, 2011.

The Debtor will seek the approval of the Plan at a confirmation
hearing scheduled for Dec. 6, 2011, at 11:00 a.m.

Claims in Classes 1, 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13 and 14 are
impaired under the Plan, and the holders thereof are entitled to
vote to accept the reject the Plan.  The claim in Class 10, and
the equity interest holders in Class 15 are not impaired; thus,
these classes are presumed to have accepted the Plan and are not
entitled to vote.
The Plan contemplates the sale of all the commercial properties
owned by the Debtor which the Debtor believes will generate funds
to pay allowed unsecured creditors.

The proceeds from the sale of a commercial property will be paid
in the following order:

  1. Costs of Sale
  2. Allowed Secured Claims
  3. Allowed Unsecured Claims
  4. Debenture Claims
  5. Subordinated Unsecured Claims
  6. Equity Interest Holders

General unsecured claims, owed over $414,000, will be paid 120
monthly installments beginning 30 days after the effective date of
the Plan.

Equity Interest Holders will retain their Interests.

The source of payments under the Plan will be funded by the cash
flow generated from the rents paid to the Debtor by tenants of its
commercial office buildings and retail center, or from the sale of
one or more of the commercial properties,.

Mark W. Swadener will continue to manage the Debtor and his annual
salary will be $50,000.  He will also act as leasing agent so that
commissions are only limited and payable to the extent of
necessary and outside brokerage services.  Dru Graham will
continue to perform her duties as chief financial officer, and her
annual salary will be $78,897; however, her salary has been
reduced by 10% and now will be paid $71,007.

Based on the payment agreements with the Debtor's secured
creditors, past performances in renting these properties, and the
completion of the Interstate 44 project, the Debtor believes it
will have sufficient cash to make the Plan payments.

A coy of the is available of the Second Amended Disclosure
Statement is available for free at:

      http://bankrupt.com/misc/swadenerinvestment.dkt126.pdf

                    About Swadener Investment

Tulsa, Oklahoma-based Swadener Investment Properties, LLC, owns
and operates four commercial office buildings and a retail
shopping Center.  The Company filed for Chapter 11 bankruptcy
protection (Bank. N.D. Okla. Case No. 11-10322) on Feb. 18, 2011.
Scott P. Kirtley, Esq., and Karen C. Walsh, Esq., at Riggs, Abney,
Neal, Turpen, Orbison, & Lewis, in Tulsa, Okla., serve as the
Debtor's bankruptcy counsel.  The Debtor disclosed $14,796,520 in
assets and $12,057,950 in liabilities as of the Chapter 11 filing.

Affiliate Pecan Properties, Inc. (Bankr. N.D. Okla. Case No.
11-10323) filed a separate Chapter 11 petition.


SWISS CHALET: Court Approves Scherrer Hernandez as Broker
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico approves
the appointment of Scherrer Hernandez & Co. as Swiss Chalet,
Inc.'s broker for the sale of tax credits.

On Oct. 18, 2011, the Debtor and CPG/GS PR NPL, LLC, the Debtor's
secured creditor, filed a joint motion for sale of tax credits,
which was approved on Oct. 21, 2011.

The Debtor had certain intangible assets consisting of Puerto Rico
Income Tax Credits contained under Law No. 212 of Aug. 29, 2002.
The Tax Credits as of the Petition Date had a face value of
$33,940,000, and an estimated realizable value of $28,849,000.

The fees for the services will be equal to:

   (1) 2% of the total proceeds received from the sale of the Tax
       Credits up to 85% of the face value of the Tax Credits;
       plus

   (2) 30% of the total proceeds received from the sale of the Tax
       Credits in excess of 85% of the face value of the Tax
       Credits.

The firm's fees are exclusive of any out-of-pocket expenses which
it may be required in connection with its services.

Patricia A. Wangen, CPA, of Scherrer Hernandez & Co., attests to
the Court that her firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                     About The Swiss Chalet Inc.

The Swiss Chalet Inc., which owns the Best Western Hotel Pierre in
San Juan, Puerto Rico, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill, P.S.C.
Law Offices serves as its bankruptcy counsel.  CPA Luis R.
Carrasquillo & Co., P.S.C., serves as its financial consultants.
Swiss Chalet, Inc., serves as its external auditors.  In its
Schedules, the Debtor disclosed total assets of $118,521,510 and
total debts of $132,741,094.  The petition was signed by Arnold
Benus, director.


SWISS CHALET: Files Schedules of Assets and Liabilities
-------------------------------------------------------
The Swiss Chalet Inc. filed with the Bankruptcy Court for the
District of Puerto Rico its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $69,000,000
  B. Personal Property           $46,107,348
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $118,565,626
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $136,238
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $19,901,520
                                 -----------      -----------
        TOTAL                    $115,580,977     $138,603,384

                About The Swiss Chalet Inc.

The Swiss Chalet Inc., which owns the Best Western Hotel Pierre in
San Juan, Puerto Rico, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill, P.S.C.
Law Offices serves as its bankruptcy counsel.  CPA Luis R.
Carrasquillo & Co., P.S.C., serves as its financial consultants.
Swiss Chalet, Inc., serves as its external auditors.  In its
Schedules, the Debtor disclosed total assets of $118,521,510 and
total debts of $132,741,094.  The petition was signed by Arnold
Benus, director.


T3 MOTION: Mary Schott to Resign from Board of Directors
--------------------------------------------------------
Mary Schott notified T3 Motion, Inc., that she would be resigning
from the board of directors of the Company as of Dec. 31, 2011.
Ms. Schott currently serves as chairperson of the Audit Committee
of the board.  There are no disagreements between Ms. Schott and
the Company on any matter relating to the Company's operations,
policies or practices that resulted in her decision to tender her
resignation.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company has incurred significant operating losses and has used
substantial amounts of working capital in its operations since its
inception.  The Company has an accumulated deficit of $50.7
million as of June 30, 2011, and has a net loss of $1.3 million
and used cash in operations of $3.9 million for the six months
ended June 30, 2011.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company reported a net loss of $8.32 million on $4.68 million
of net revenues for the year ended Dec. 31, 2010, compared with a
net loss of $6.70 million on $4.64 million of net revenues during
the prior year.

The Company also reported a net loss of $2.51 million on
$4.21 million of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $4.39 million on $3.62 million
of net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.10
million in total assets, $3.08 million in total liabilities and
$5.01 million in total stockholders' equity.


TARO PHARMACEUTICAL: IsZo Capital Writes to Special Committee
-------------------------------------------------------------
IsZo Capital Management LP, one of the largest minority
shareholders of Taro Pharmaceutical Industries Ltd. delivered the
following letter to the Special Committee of the Board of
Directors of Taro demanding that it reject the proposal made by
Sun Pharmaceutical Industries Ltd. on Oct. 18, 2011 to acquire the
remaining outstanding shares of Taro for $24.5 per share.

November 29, 2011

Board of Directors Taro Pharmaceutical Industries Ltd. Euro Park
(Italy Building) Yakum Business Park, Yakum 60972, Israel

        Attention: Dilip Shanghvi, Chairman of the Board
                   Dan Biran, Chairman of the Audit Committee
                   Members of the Special Committee Evaluating Sun
                   Acquisition Proposal

"Dear Members of the Board, Audit Committee and Special Committee:

IsZo Capital LP is one of the largest minority shareholders of
Taro Pharmaceutical Industries, if not the largest, and has been a
shareholder for many years.  We are writing to you as a concerned
minority shareholder to demand that you exercise your fiduciary
duties to us, and to similarly situated minority shareholders, and
reject the Sun Pharmaceutical Industries acquisition proposal as
the offer price is grossly inadequate, substantially undervalues
Taro and is not in the best interests of Taro and the minority
shareholders of Taro.

For the reasons set forth below, our stake in Taro is not for sale
at this time.  Like Sun, IsZo Capital prefers to retain its shares
and realize the true value of the company instead of giving away
our shares to Sun at the egregiously low price offered.

Rather than expending needed time and energy on Sun's below-
market, opportunistic offer, we look to you to take actions that
benefit all shareholders of Taro.  To this end, we believe that
the company and the Board should be moving to re-list Taro's
shares on a national securities exchange in the United States.
Likewise, we believe that the company and the Board should
strongly consider listing Taro's shares on an exchange in India.
Such stock exchange listings will not only increase shareholder
value but will also establish a real market price for Taro's
shares, which as set forth below, is now in excess of $90.9 per
share.

We remind the members of the Board, Audit Committee and Special
Committee, as our fiduciaries, of the recent history of the
company which makes it clear that now is not a good time to sell
shares in Taro and there is no urgent reason for a "fire sale" of
our shares.  The last decade has been a mostly disgraceful and
miserable period for the shareholders of Taro.  Shareholders have
suffered the disgrace of being delisted from NASDAQ, dancing close
to the shadow of bankruptcy, years of non-current financials,
years of excessive professional fees spent on forensic accounting
and the restatement of financials, and years of excessive legal
fees, mostly from the fight of the founding members of the company
with Sun. To add insult to injury, during this time Taro was
managed quite poorly and dramatically unperformed relative to its
closest competitors.

After all this misery, the shareholders of Taro are finally close
to having current financials, the company is close to being
relisted on NASDAQ or the NYSE, and operationally the company is
finally starting to catch up to its competitors.  Any fiduciary
should realize, as a basic matter, that the inherent value of the
Taro shares is about to be realized and therefore should not be
squandered in a below-market transaction that favors an
opportunistic insider.

The compensation that Sun is proposing to Taro minority
shareholders, at $24.5 per share, is egregiously below the true
value of the shares.  In the financial quarter just reported, Taro
represented roughly 39% of Sun's consolidated EBITDA. With
reference to EBITDA as a proxy for the value of each division in
Sun, it is clear that Taro is worth US$3.9 Billion of Sun's US $10
billion market cap.  This translates into $87.5 per share of Taro.
Adding Taro's current net cash position, that becomes $90.9 per
share.

Even this valuation approach understates the value of Taro, which
although embedded in Sun's share price is clearly growing faster,
and has higher margins than the rest of Sun.  Recent financial
analyst research reports project FY12 revenue growth for Sun of
26% year over year, but after adjustment for Taro revenue from
consolidation and from Taro's internal revenue growth, ex-Taro
growth is only 7% year over year. Indeed, export formulation sales
for Sun are expected to fall by 8% year over year, mainly due to
the high base impact of Eloxatin in FY11, which is only marginally
offset by generic sales.  Further, contributions from Sun's Para-
IV opportunities to its Process Analytical Technology (PAT) are
also likely to decline in coming years.  Clearly, Sun needs Taro
in order to maintain double digit CAGR year over year.  Given
Sun's insider knowledge of Taro's double digit contributions to
its growth and margins, Sun knows very well its offer for the
minority shares in Taro is grossly below their true value.
Further, there is additional value from other benefits of a sale,
such as cost synergies and elimination of redundancies, not
included in Sun's offer for the shares not controlled by Sun.
Based on the above, it is clear that Sun's offer is opportunistic
and substantially undervalues Taro on both an absolute basis and
relative to Sun.

It appears that Sun's opportunistic behavior is not limited to the
grossly inadequate offer price proposed by Sun to acquire Taro.
It wasn't lost on us that in Taro's recently filed proxy statement
for this year's annual meeting of shareholders 5 of the 9 voting
items to be submitted to a shareholder vote (of which Sun controls
a substantial majority) relate to significantly bolstering the
exculpation, indemnification and insurance protections of Taro's
directors and officers (many of which are Sun insiders), including
for breaches of their duty of care in some cases, violations of
securities laws and disclosure obligations and violations in
connection with a merger or other going private transaction.

Taro's Board and management are rightfully concerned with respect
to their potential liability in the context of Sun's grossly
inadequate and opportunistic offer.  Notwithstanding this attempt
to bolster their liability protections while Sun's going private
transaction looms in the horizon, we fully expect the members of
the Board, the Audit Committee and the Special Committee to abide
fully by their fiduciary duties to those shareholders of Taro
without a personal interest in Sun's plans to take over the
company and to ensure that Taro fully complies with all applicable
securities laws, regulations and disclosure obligations in all
applicable jurisdictions, including the United States and Israel.
Under these circumstances, IsZo Capital believes that now is not
the appropriate time for the Board to be recommending that Taro's
shareholders vote to protect Taro's directors and officers for
taking potentially improper actions and does not intend to vote in
favor of these management proposals at the upcoming annual
meeting.

We believe the proposal by Sun does not offer a compelling
alternative to the prospects for Taro given the arrival of its
long-awaited financial, operational and strategic turn-around and
demand that you, as our fiduciaries, follow your legal and moral
obligations to us, and other similarly situated shareholders, to
reject Sun's grossly inadequate offer and focus on the stock
exchange listing strategies outlined above which are in the best
interests of all shareholders of Taro.

Lastly, we are extremely disturbed that Taro has declined to tell
us or the general public who the members of the Special Committee
are, what are their qualifications, how they were chosen, and
whether any have a prior relationship with Sun.  Given the
conflict of interest that key members of Taro's management and
Board have with respect to Sun's acquisition proposal, as one of
the largest minority shareholders of Taro, we demand that Taro
immediately issue a press release with the information that we
have requested regarding the identity, qualifications, and any
potential conflicts of interest regarding members of the Special
Committee.

Sincerely,

/s/ Brian SheehyBrian SheehyManaging PartnerIsZo Capital

                   About Taro Pharmaceutical

Taro Pharmaceutical Industries Ltd. -- http://www.taro.com/--
develops, manufactures and markets prescription and over-the-
counter pharmaceutical products, primarily in the U.S., Canada and
Israel.  It also develops and manufactures active pharmaceutical
ingredients primarily for use in the company's finished dosage
form products.


TEGRANT CORP: S&P Raises Corporate Credit Rating From 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Dekalb,
Ill.-based Tegrant Corp. from CreditWatch, where it placed them
with positive implications on Oct. 10, 2011. "At the same time, we
raised our corporate credit rating, on Tegrant to 'BBB+' from
'CCC+' and assigned a stable outlook. The upgrade follows the
close of Tegrant's acquisition by Sonoco Products Co.," S&P said.

"We subsequently withdrew the corporate credit and issue-level
ratings on Tegrant at the company's request following the
repayment of its rated debt in conjunction with the acquisition,"
S&P said.

"We raised the ratings on Tegrant and removed the CreditWatch to
reflect our view that its credit quality is now aligned with
Sonoco, following the recent completion of Sonoco's purchase of
Tegrant," said Standard & Poor's credit analyst Paul Kurias.
"Immediately thereafter, we withdrew the ratings at the company's
request."


TELKONET INC: Glenn Garland Named to Board of Directors
-------------------------------------------------------
Telkonet, Inc., announced the appointment of Mr. Glenn A. Garland
to its board of directors.

Mr. Garland is currently president of CLEAResult, an Austin,
Texas-based energy optimization firm that operates energy
efficiency and renewable energy programs for utility companies,
government organizations and private businesses across the
country.  Inc. Magazine recently ranked CLEAResult 422nd on its
30th annual Inc. 500, an exclusive ranking of the nation's
fastest-growing private companies.  Mr. Garland has been in the
energy efficiency industry for over 25 years, consulting with
businesses, utilities, and government agencies at the
international, federal, state, and local levels and has extensive
expertise in energy efficiency strategy, market transformation,
and performance contracting.  Mr. Garland managed the marketing,
outreach, and implementation for a variety of the U.S. EPA
national ENERGY STAR programs as well as serving as its National
Implementation Manager for the ENERGY STAR Buildings and Green
Lights Partnership and the ENERGY STAR HVAC Team.  Mr. Garland
holds a B.S. in Management and Marketing from Clemson University.

"I am extremely impressed with the capabilities of Telkonet's
EcoCentral Platform and the EcoSmart Suite of products," Mr.
Garland said.  "Telkonet has the technology, the products and the
people to make a significant impact in reducing energy consumption
through this proven platform.  I'm certainly excited to be part of
the Telkonet team," stated Mr. Garland.

"Glenn brings tremendous experience, success and knowledge to our
company," said Jason L. Tienor, CEO of Telkonet.  "His
understanding of the energy management and efficiency industry at
all operating and market levels is a valuable addition to
Telkonet's board of directors.  We look forward to his
contributions as a key member of our team," Mr. Tienor added.

Additionally, William H. Davis, currently serving as a Telkonet's
director since September 2010, has been named Chairman of the
Board.  Mr. Davis replaces Anthony J. Paoni, who resigned as
Chairman effective Nov. 30, 2011.

The Company's Director Compensation Policy is applicable to Mr.
Garland as a non-employee director.  Mr. Garland will receive a
monthly board retainer of $5,000 payable in Company stock and $500
per committee meeting participation, also payable in Company
stock.  Mr. Garland will also be reimbursed for certain tax
liabilities incurred in connection with his director compensation.

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

The Company's balance sheet at Sept. 30, 2011, showed $16.46
million in total assets, $3.99 million in total liabilities,
$856,434 in redeemable preferred stock Series A, $1.32 million in
redeemable preferred stock, Series B, and $10.29 million total
stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  RBSM noted that the Company has incurred
significant operating losses in current year and also in the past.


TENET HEALTHCARE: Amends $800MM Credit Agreement with Citicorp
--------------------------------------------------------------
Tenet Healthcare Corporation, on Nov. 29, 2011, entered into
Amendment No. 1 to the Company's $800 million Amended and Restated
Credit Agreement with Citicorp USA, Inc., as Administrative Agent,
and various other financial institutions.

The Amendment, among other things, extends the scheduled
termination date of the Credit Agreement, reduces interest rates
on revolving loans and, in certain circumstances, reduces unused
commitment fees.

As set forth in the Amendment, outstanding revolving loans made
under the Credit Agreement accrue interest during the initial six-
month period after the effectiveness of the Amendment at the rate
of either (i) a base rate plus a margin of 1.25% or (ii) LIBOR
plus a margin of 2.25% per annum. Thereafter, outstanding
revolving loans made under the Credit Agreement accrue interest at
a base rate plus a margin ranging from 1.00% to 1.50% or LIBOR
plus a margin ranging from 2.00% to 2.50% per annum as set forth
in a grid based on available credit.  The unused commitment fee
will be payable on the undrawn portion of the credit facility
during the initial six-month period after the effectiveness of the
Amendment at the rate of 0.438% per annum.  Thereafter, the unused
commitment fee will range from 0.375% to 0.50% per annum as set
forth in a pricing grid based on available credit.

Certain of the lenders party to the Credit Agreement and the
Administrative Agent, as well as certain of their affiliates, have
performed, and may in the future perform, for Tenet and its
subsidiaries, various commercial banking, investment banking,
underwriting and other financial advisory services, for which they
have received and may in the future receive customary fees and
expenses.

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

                       http://is.gd/rjTj1J

                      About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

"Volume growth was very strong in our third quarter," said Trevor
Fetter, president and chief executive officer.  "Adjusted
admissions growth of 2.3 percent and surgery growth of 3.2 percent
drove a 3.5 percent increase in net operating revenues.  This top
line growth was further leveraged by excellent cost control and
attractive pricing increases in our new contracts with commercial
managed care payers.  Given this progress across our key
performance metrics, we are pleased to reconfirm our 2011 EBITDA
Outlook in a range of $1.175 billion to $1.275 billion."

The Company's balance sheet at Sept. 30, 2011, showed $8.29
billion in total assets, $6.51 billion in total liabilities, $16
million in redeemable noncontrolling interests in equity of
consolidated subsidiaries, and $1.76 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


THERMOENERGY CORP: Hires Grant Thornton as New Accountants
----------------------------------------------------------
The Audit Committee of ThermoEnergy Corporation's Board of
Directors engaged Grant Thornton LLP as the Company's new
independent registered public accounting firm.  CCR LLP, the
Company's former independent registered public accounting firm,
resigned as the Company's independent registered public accounting
firm simultaneous with the engagement of Grant Thornton.  This
change was a result of Grant Thornton's acquisition of CCR on
Dec. 1, 2011.

CCR had been appointed as the Company's independent registered
public accounting firm on April 12, 2010.   CCR's report on the
Company's consolidated financial statements for the year ended
Dec. 31, 2010, did not contain any adverse opinion or disclaimer
of opinion (except for an emphasis of matter paragraph which
discussed substantial doubt regarding our ability to continue as a
going concern) and were not qualified or modified as to
uncertainty, audit scope or accounting principles.

During our fiscal year ended Dec. 31, 2010, and through the date
of resignation of CCR (Dec. 1, 2011), there were no disagreements
between the Company and CCR on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or
procedures, which, if not resolved to the satisfaction of CCR,
would have caused CCR to make reference to the matter in their
report.   None of the "reportable events" described in Item
304(a)(1)(v) of Regulation S-K have occurred during the fiscal
year ended Dec. 31, 2010 or through Dec. 1, 2011.

                    About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company also reported a net loss of $11.87 million on $3.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.49 million on $2.05 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.27
million in total assets, $11.09 million in total liabilities and a
$6.81 million total stockholders' deficiency.


THORNBURG MORTGAGE: 1st Amendment Does Not Shelter Ratings Firms
----------------------------------------------------------------
American Bankruptcy Institute reports that U.S. District Judge
James O. Browning has ruled that the First Amendment does not bar
investors from suing credit rating companies over losses on
mortgage-backed securities issued by Thornburg Mortgage Inc.

Liz Hoffman at Bankruptcy Law360 reports that experts said credit
ratings agencies -- long-shielded from claims over mortgage-backed
security failures -- may have lost one of their best defenses as a
result of the judge's ruling made earlier in November.

                   About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by Shapiro Sher Guinot &
Sandler.


TOWN CENTER: Requests Emergency Hearing on Postpetition Financing
-----------------------------------------------------------------
Town Center at Doral, LLC, et al., request an emergency hearing to
approve a plan support agreement term sheet with Terra Landmark,
LLC, the reimbursement of expenses incurred by Terra Landmark in
furtherance of the Debtors' reorganization efforts, and to
authorize up to $150,000 on an interim basis and up to $750,000 on
a final basis in unsecured debtor in possession financing.

The Debtors intend to pursue confirmation of a plan or plans of
reorganization with Terra Landmark as the plan sponsor.

Pursuant to plan support agreement term sheet, dated Nov. 15,
2011, Terra Investments will (i) provide post-petition financing
to the Debtors in order to fund certain specified costs of the
administration of the Bankruptcy Case, (ii) acquire 100% of the
equity interests of the Debtors, or alternatively direct ownership
in and to all of the Property, under the Plan, and (iii) provide a
Capital Contribution to the Debtors to fund the consummation of
the Plan.

                    Material Terms of DIP Loan

The summary of the material terms of the DIP Loan are:

DIP Lender             : Terra Landmark, LLC.

Borrower               : Town Center at Doral, LLC, et al.,
                         jointly and severally.

Purpose                : To fund the operations of the Debtors
                         prior to the confirmation of the Plan,
                         including the amount of retainers paid to
                         any Court-approved professionals of the
                         Debtors.

Interest Rate          : 14% per annum payable at Maturity.

Term                   : The earlier of (i) April 1, 2012; (ii)
                         the Effective Date of the Plan; (iii)
                         entry of an order converting the Debtors'
                         cases, dismissing the Debtors' cases, or
                         appointing a trustee or examiner for the
                         Debtors.

Events of Default      : Failure to meet any Milestone.

Liens                  : None.

Loan Amount            : Up to $150,000 on an interim basis and up
                         to $750,000 on a final basis.

Collateral             : None.

Superpriority          : The Obligations of the Debtors to Terra
Administrative Expense   Landmark will be allowed administrative
Status                   expense claims of the estate, with
                         priority over any and all other claims of
                         any creditor or party in interest
                         (including any subsequently appointed
                         trustee), pursuant to Section 364(c) of
                         the Bankruptcy Code.

                            Milestones

On or before Nov. 15, 2011, the Debtors will file and serve via
CM/ECF (and by Nov. 16, 2011 via U.S. mail or by express means)
the Emergency Motion seeking approval of, inter alia, this Term
Sheet;

b. On or before Nov. 22, 2011, the Court will have entered an
interim order, in form and substance acceptable to Terra Landmark,
granting the Emergency Motion and authorizing the Debtors to
obtain secured post-petition financing;

c. On or before Dec. 2, 2011, the Court will have entered a final
order, in form and substance acceptable to Terra Landmark,
granting the Emergency Motion and authorizing the Debtors to
obtain secured post-petition financing;

d. On or before Dec. 2, 2011, the Debtors will file a motion to
value the Property so as to determine the allowed amount of
secured claims asserted against the Property;

e. On or before Dec. 19, 2011, the Debtors will file the Plan and
Disclosure Statement;

f. On or before Jan. 27, 2012, the Bankruptcy Court will have
entered an order approving the Disclosure Statement and setting a
hearing to consider confirmation of the Plan;

g. On or before Fe. 29, 2012, the Bankruptcy Court will have
entered an order confirming the Plan; and

h. The Effective Date of the Plan will occur on or before March
16, 2012.

               The Debtors' Prepetition Obligations

As of the Petition Date, the Debtors' obligations include (i) ad
valorem tax certificates claims in various amounts, each of which
is secured by a statutory lien on the Property, (ii) claims held
by Landmark at Doral Community Development District in the
aggregate amount of approximately $71,500,000 (exclusive of
interest, fees and costs), which claims are secured by statutory
liens on the Property; (iii) claims held by AMT CADC Venture,
LLC, in the aggregate amount of approximately $103,870,058
(exclusive of interest, fees and costs), which claims are secured
by liens on the Property; and (iv) claims held by unsecured
creditors in the aggregate amount of approximately $17,536,201.

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

          http://bankrupt.com/misc/towncenter.dkt45.pdf

                        About Town Center

Town Center at Doral LLC, Landmark at Doral East LLC, Landmark at
Doral South LLC, Landmark Club at Doral LLC and Landmark at Doral
Developers LLC, companies associated with the aborted Landmark at
Doral development, filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19, 2011, almost
three years after AmTrust Bank sought to foreclose on the project.
Town Center at Doral LLC posted assets of $29,297,300 and
liabilities of $166,133,171.  Isaac Kodsi signed the petitions as
vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP
in Miami, serves as counsel to the Debtors.

Glenn Moses, Esq., at Genovese Joblove & Battista, represents the
official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TRANSDIGM GROUP: Fitch Affirms Issuer Default Ratings at 'B'
------------------------------------------------------------
Fitch Ratings has affirmed TransDigm Group Inc.'s (NYSE: TDG) and
its indirect subsidiary TransDigm, Inc.'s (TDI) Issuer Default
Ratings at 'B' with a Stable Outlook.  Also affirmed are the
'BB/RR1' ratings for TDI's Term A Loan and Senior Secured Credit
Facility and the 'B-/RR5' rating for TDI's Senior Subordinated
Notes.  Approximately $3.1 billion of outstanding debt is covered
by these ratings.  The ratings are detailed at the end of this
release.

TDG's ratings are supported by the company's strong free cash flow
(FCF: cash from operations less capital expenditures and
dividends), good liquidity, and financial flexibility which
includes a favorable debt maturity schedule.

TDG benefits from high profit margins and low capital
expenditures; diversification of its portfolio of products which
support a variety of commercial and military platforms/programs; a
large percentage of sales from a relatively stable aftermarket
business; its role as a sole source provider for the majority of
its sales; and management's history of successful acquisitions and
subsequent integration.  Fitch also notes that TDG does not have
material pension liabilities and has no other post employment
benefit (OPEB) obligations.

Fitch's concerns include the company's high leverage, its long-
term cash deployment strategy which focuses on acquisitions, and
weak collateral support for the secured bank facility in terms of
asset coverage.  Additionally, Fitch is concerned with the risks
to core defense spending after fiscal 2012; however, this risk is
mitigated by TDG's relatively low exposure to the defense budget
and by a highly diversified and program-agnostic product
portfolio.

Fitch notes that TDG is exposed to the cyclicality of the
aerospace industry, as it reported several quarters of organic
sales declines during fiscal 2009 and 2010 driven by lower demand
for aftermarket parts and by production cuts by commercial
original equipment manufacturers (OEMs).  While market cyclicality
is somewhat mitigated by growth from acquisitions, high margins
and sales diversification to the defense sector, the expected
decline in defense spending coupled with a possible downturn may
result in lower FCF.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes. The
expected recovery for bank-debt holders remains 'RR1', indicating
recovery of 91%-100%.  The senior subordinated notes are 'RR5'
which reflects an expectation of recovery in the 11%-30% range.
Fitch downgraded the senior subordinated debt to 'B-/RR5' in
December 2010 in anticipation of the McKechnie Aerospace Holdings
Inc. (MAH) acquisition due to the sharp increase in leverage and
corresponding decline in the Recovery Rating from 'RR4' to 'RR5'.

Fitch may consider a positive rating action if the company
continues de-levering from the current levels.  A negative rating
action may be considered should the company increase its current
leverage due to aggressive acquisition(s); if the global economy
weakens; or defense spending cuts have more significant impact on
the company's earning and FCF than currently anticipated.

TDG's leverage (debt to EBITDA) increased significantly following
the MAH acquisition at the beginning of fiscal 2011.  TDG's
leverage increased to above 7.0 times (x) following the MAH
acquisition from 5.0x at the end of fiscal 2010. At the end of
fiscal 2011, the leverage receded to 5.6x. TDG had debt of $3.1
billion debt at Sept. 30, 2011 compared to $1.8 billion at Sept.
30, 2010.  TDG's leverage is somewhat high for the rating;
however, it is mitigated by strong margins and positive FCF
generation. Fitch projects TDG's leverage to reach 2009 levels of
4.4x by mid-fiscal 2014 as a result of the projected EBITDA
growth.

At Sept. 30, 2011, TDG's liquidity consisted of $376 million in
cash and $237 million available under its revolver ($245 million
less $8 million in letters of credit), partially offset by $15.5
million in current amortization payments under the $1.55 million
term loan.  Year over year, TDG's liquidity increased by $165
million with the growth primarily attributable to healthy
operating cash flows and divestitures of two businesses valued at
approximately $272 million, partially offset by post-MAH
acquisitions.  TDG does not have major maturities until 2017.
Fitch expects TDG to maintain a solid liquidity position in fiscal
2012.

Excluding a special dividend paid to shareholders in 2010, TDG
generated nearly $200 million annual FCF over the past four years.
In fiscal 2011, FCF totaled $239 million, up from negative $220
million in fiscal 2010.  The negative FCF in 2010 was primarily
due to the large one-time dividend payment. Solid positive FCF
generation is aided by typically low capital spending and high
margins.  Capital expenditures tend to be less than 2% of sales
per year.  In 2011, TDG generated approximately $272 million in
cash by divesting two businesses. Fitch does not expect
significant cash generation via divestitures going forward.  Fitch
expects TDG to generate approximately $250 million of FCF in 2012.
Projected cash flows should be sufficient to fund day-to-day
operations while allowing the company the flexibility to pursue
modest future acquisitions.

Acquisitions are the main focus of TDG's cash deployment strategy.
In fiscal 2011, TDG made three acquisitions totaling approximately
$1.7 billion which included its largest acquisition of MAH for
approximately $1.3 billion.  Historically, TDG had not paid
regular dividends to its shareholders and had not engaged in
significant share repurchases, though TDG's board authorized a
$100 million share repurchase program on Aug. 22, 2011.

On Nov. 8, 2011, TDG announced the acquisition of Harco
Laboratories, Inc. for approximately $84 million in cash.  Fitch's
ratings include expectation of multiple small- to medium-size
acquisitions in the next several years. However, Fitch does not
expect such acquisitions to drive rating actions unless they are
funded by additional debt issuance.  Fitch does not expect to see
debt reduction or significant dividend and share repurchase
activities.

Fitch viewed the integration of MAH as a material operating risk
because it represented the largest acquisition in TDG's history
and had significantly lower operating margins compared to those of
TDG.  Through the first three quarters of ownership, TDG managed
the integration process well as evidenced by rebounding EBITDA
margins in the last quarter of fiscal 2011.  MAH's integration was
successful due to a combination of better pricing of MAH products,
an improved cost structure from consolidating manufacturing
facilities, and the ongoing recovery of the commercial
aftermarket.  Additionally, the rapid improvement of the EBITDA
margins was aided by the divestitures of several lower margin
former MAH businesses in the second quarter of 2011.

TDG is exposed to three business sectors: commercial airplane
original equipment (OE), commercial aftermarket, and defense (both
original equipment and aftermarket).  TDG's sales growth rate
during the latest economic downturn was primarily driven by
acquisitions and the stability of defense spending which
significantly moderated year-over-year organic sales declines in
commercial OE and aftermarket sales.

Fitch considers the conditions within the industry to be
supportive of the rating.  Commercial aerospace markets have
improved over the past year with increased production by major OE
manufacturers and strong aftermarket activity.  The industry's
long-term health is supported by a growing global demand for air
travel, and increasing demand for fuel-efficient and lighter
weight modern planes.  TDG has a niche position in the market
because of the proprietary nature of many of the company's
products and as a result, has the ability to charge high margins.

Approximately 27% of TDG's revenues are derived from the defense
industry.  High levels of defense spending currently support TDG's
ratings, but the Department of Defense (DoD) budget environment is
highly uncertain after fiscal 2012 because of large U.S.
government budget deficits and the potential for large, automatic
spending cuts beginning in fiscal 2013.  Fitch believes that
modest declines in defense spending would not lead to negative
rating actions given TDG's liquidity position and diversified
product portfolio.

The end of the 'Supercommittee' negotiations without an agreement
increases the probability of Fitch's harshest DoD spending
scenario ('sequestration'), but Fitch expects less severe and more
orderly spending scenarios are possible because Congress could act
to avoid or modify sequestration's automatic cuts beginning in
January 2013.  Fitch estimates that DoD spending reductions in the
sequestration scenario would total nearly $1 trillion over 10
years.  In Fitch's view, the most negative element of this
scenario is an estimated 12%-13% decline in spending in fiscal
2013, which Fitch understands would be made across the board
without consideration of program health or national security
priorities.

TDG's exposure to DoD spending is mitigated by a program-agnostic
and highly diversified portfolio of products.  In addition, most
of the projected DOD 'cuts' are from projected budget growth and
come off of existing high spending levels.  Inflation-adjusted
spending will decline, but modestly over 10 years; TDG should have
time to adjust cost structures.

Fitch has affirmed the following ratings:

TDG:

  -- Long-term IDR at 'B'.

TDI:

  -- IDR at 'B';
  -- Senior secured revolving credit facility at 'BB/RR1';
  -- Senior secured term loan at 'BB/RR1';
  -- Senior subordinated notes at 'B-/RR5'.


TRONOX INC: Fights Bid to Cap Damages in $15-Bil. Spinoff Suit
--------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that an attorney for
Tronox Inc.'s litigation trust argued Tuesday that a New York
bankruptcy judge could not cap damages in the company's $15
billion lawsuit against Anadarko Petroleum Corp. over a spinoff
that allegedly saddled it with massive environmental liabilities.

The trust's ability to recover damages for allegedly fraudulent
transfers was the key component in a global settlement around
which Tronox forged a reorganization plan that allowed it to
emerge from bankruptcy in February, Law360 says.

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on Jan. 13, 2009 (Bankr. S.D.N.Y.
Case No. 09-10156), before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


UNIFRAX HOLDING: S&P Assigns 'B+' Rating to EUR95-Mil. Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue rating
to a EUR95 million term loan due Nov. 28, 2018, borrowed by
several of Unifrax Holding Co.'s subsidiaries. "The recovery
rating on the term loan is '2', indicating our expectation of
substantial (70%-90%) recovery prospects in the event of a payment
default," S&P said.

U.S.-based industrial materials producer Unifrax Holding Co.
closed on a new credit facility to finance its sponsor-led buyout.
The euro-demoninated tranche was carved out of the U.S. dollar
tranche of the senior secured term loan facilities.

For the complete issuer rating rationale, please see Standard &
Poor's research update on Unifrax published Nov. 2, 2011, on
RatingsDirect on the Global Credit Portal.

Ratings List
Unifrax Holding Co.
Corporate credit rating               B/Stable/--

Rating Assigned
Senior secured
  EUR95 mil. term loan due 2018          B+
  Recovery rating                      2


VERIFONE SYSTEMS: S&P Retains 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services removed its 'BB-' issue rating
on VeriFone Systems Inc.'s existing $316 million unsecured
convertible notes, of which $277 million is outstanding, from
CreditWatch, where it was placed with negative implications on
Nov. 15, 2011. The unsecured convertible notes are expected to
be repaid in June 2012 as part of the company's proposed $1.7
billion refinancing and acquisition of Point International.

The 'BB-' corporate credit rating on VeriFone remains unchanged.
(For the complete corporate credit rating rationale, see the
research update on VeriFone, published Nov. 15, 2011, on
RatingsDirect on the Global Credit Portal. For the recovery
analysis, see the recovery report on VeriFone, to be published
separately.)

Ratings List

VeriFone Systems Inc.
Corporate Credit Rating          BB-/Stable/--

Ratings Affirmed And Off CreditWatch
                                  To             From
VeriFone Systems Inc.
Unsecured convertible nts        BB-            BB-/Watch Neg
   Recovery Rating                3              3


VILLAGE AT PENN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Village at Penn State Retirement Community
        260 Lion's Hill Road
        State College, PA 16803

Bankruptcy Case No.: 11-08005

Chapter 11 Petition Date: November 30, 2011

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

Judge: Mary D. France

Debtor's Counsel: Aaron Solomon Applebaum, Esq.
                  MCELROY, DEUTSCH, MULVANEY & CARPENTER
                  1617 John F. Kennedy Boulevard, Suite 1500
                  Philadelphia, PA 19146
                  Tel: (215) 557-2956
                  Fax: (215) 557-2990
                  E-mail: Aapplebaum@mdmc-law.com

                         - and ?

                  Barry David Kleban, Esq.
                  MCELROY, DEUTSCH, MULVANEY & CARPENTER
                  1617 John F. Kennedy Boulevard, Suite 1500
                  Philadelphia, PA 19103
                  Tel: (215) 557-2945
                  Fax: (215) 557-2990
                  E-mail: bkleban@mdmc-law.com

                         - and ?

                  Gary D. Bressler, Esq.
                  MCELROY, DEUTSCH, MULVANEY & CARPENTER
                  1617 John F. Kennedy Boulevard, Suite 1500
                  Philadelphia, PA 19103
                  Tel: (215) 557-2900
                  Fax: (215) 557-2990
                  E-mail: gbressler@mdmc-law.com

Debtor?s
Special Counsel:  LATSHA DAVIS & MCKENNA, P.C.
                  PEPPER HAMILTON LLP

Debtor?s
Accountant:       SF & COMPANY

Debtor?s
Broker/Advisor:   RBC CAPITAL MARKETS CORPORATION

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

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

The petition was signed by Marianne Hogg, executive director.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo                        Indenture Trustee    $8,625,127
MAC N9311-115
625 Marquette Avenue, 11th Floor
Minneapolis, MN 55479

Wells Fargo                        Indenture Trustee    $7,386,250
MAC N9311-115
625 Marquette Avenue, 11th Floor
Minneapolis, MN 55479

Centre County Retirement           Note Payable           $957,760
Developers
c/o S&A Homes ? RuthAnn Williams
2123 Old Gatesburg
State College, PA 16803

Virginia Robertson                 Resident Refund        $470,295
201 Lion's Hill Road, Cottage 12   Obligation
State College, PA 16803

Ruth Vastola                       Resident Refund        $452,250
225 Lion's Hill Road, Cottage 5    Obligation
State College, PA 16803

Rose Schiff                        Resident Refund        $425,970
c/o Steve Schiff                   Obligation
401 S. Gill Street
State College, PA 16801

CRSA Management, LLC               Accrued Management     $396,703
Dept. 181                          Fees
PO Box 1000
Memphis, TN 38148

Francis and Sylvia O'Connor        Resident Refund        $369,225
200 Lion's Hill Road, E111         Obligation
State College, PA 16803

William Babcock                    Resident Refund        $352,755
330 Lion's Hill Road, W415         Obligation
State College, PA 16803

Les and Jean Frederiksen           Resident Refund        $351,540
300 Lion's Hill Road, W202         Obligation
State College, PA 16803

Bud and Betty Yonker               Resident Refund        $345,330
160 Lion's Hill Road, H206         Obligation
State College, PA 16803

Shirley Glucroft                   Resident Refund        $345,330
c/o Susan Rattner                  Obligation
P.O. Box 104
Solebury, PA 18963

Bob and Majorie Manning            Resident Refund        $342,090
240 Lion's Hill Road, E406         Obligation
State College, PA 16803

Milt and Barbara Bosse             Resident Refund        $340,830
330 Lion's Hill Road, W422         Obligation
State College, PA 16803

Gordon and Kay Robinson            Resident Refund        $337,590
200 Lion's Hill Road, E310         Obligation
State College, PA 16803

Ted and Betsy Taylor               Resident Refund        $336,616
245 Lion's Hill Road, Cottage 10   Obligation
State College, PA 16803

Leon Kneebone                      Resident Refund        $336,330
330 Lion's Hill Road, W222         Obligation
State College, PA 16803

Phil Keeney                        Resident Refund        $334,755
300 Lion's Hill Road, W302         Obligation
State College, PA 16803

Lucy Rusinko                       Resident Refund        $331,830
c/o Larry Rusinko                  Obligation
3450 Corte Fresa
Carlsbad, CA 92009

Pennsylvania State University      Accrued Fees       Undetermined

VISUALANT INC: Incurs $2.4 Million Net Loss in Fiscal 2011
----------------------------------------------------------
Visualant, Inc., filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$2.39 million on $9.13 million of revenue for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million on $2.54
million of revenue during the previous year.

The Company's balance sheet at Sept. 30, 2011, showed $4.31
million in total assets, $5.87 million in total liabilities, a
$1.61 million total stockholders' deficit and $43,828 in
noncontrolling interest.

In its report on the Company's 2011 results, Madsen & Associates
CPA's, Inc., in Salt Lake City Utah, noted that the Company will
need additional working capital for its planned activity and to
service its debt, which raises substantial doubt about its ability
to continue as a going concern.

                         Bankruptcy Warning

The Company had cash of $92,000, a net working capital deficit of
approximately $3.2 million and total indebtedness of $2.6 million
as of Sept. 30, 2011.

The Company will need to obtain additional financing to implement
the business plan, service its debt repayments and acquire new
businesses.  There can be no assurance that the Company will be
able to secure funding, or that if such funding is available, the
terms or conditions would be acceptable to the Company.  If the
Company is unable to obtain additional financing, it may need to
restructure its operations, divest all or a portion of its
business or file for bankruptcy.

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

                        http://is.gd/tStz0v

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.


WEBSTER FIN'L: Fitch Affirms 'BB+' Preferred Stock Rating
---------------------------------------------------------
Fitch Ratings has affirmed the long- and short-term ratings of
Webster Financial Corporation (WBS, or Webster) and its
subsidiaries.  The Rating Outlook is Stable.

The affirmation is supported by WBS' improving profitability
trends, manageable credit losses and adequate regulatory capital
ratios.  Conversely, ratings are constrained by elevated levels of
non-performing assets (NPAs) and troubled debt restructurings
(TDRs), as well as Webster's exposure to home equity loans.  The
Stable Outlook reflects Fitch's view that WBS' asset quality
measures will continue to improve over the coming quarters and
credit losses will remain moderate.  Given WBS's risk profile and
capitalization, Fitch believes the ratings are well situated at
the current level.

WBS has historically been a solid performer, with pre-crisis
returns on assets (ROAs) ranging from 0.75% to 1.0%.  The company
reported losses in 2008 and 2009 as a result of increased credit
costs and noncash goodwill impairment charges.  Going forward,
Fitch expects performance to revert closer to historical levels.
In fact, during the first nine months of 2011, the reported ROA
was 0.82%, which falls in line with similarly-rated peers.  The
recent improvement in profitability is driven primarily by lower
provisioning and a reduction in non-interest expenses.

Asset quality metrics have improved over the first nine months of
2011.  However, overall NPA levels, inclusive of accruing TDRs,
remain elevated and Fitch has some concerns regarding the bank's
Home Equity portfolio, which represents 25% of the overall loan
book.  Given the more stable geography of its markets and
disciplined underwriting in its continuing portfolio, Fitch
expects credit stress to remain at manageable levels.  Overall,
the economy of WBS' footprint has fared better than other regions
during the recession, as NPAs and net charge-offs (NCOs) at New
England banks continue to run at significantly lower levels than
national averages.

Fitch views WBS' elevated level of TDRs as a potential concern, as
modified loans have a tendency to default at a higher rate than
performing loans.  That being said, WBS' TDR portfolio has
exhibited better performance than many of its peers.  Furthermore,
the recent accounting guidance on TDRs did not have a material
impact on WBS, and TDR levels have declined modestly over the last
two quarters.  Nevertheless, performance of the modified loans
bears monitoring, particularly in light of a sluggish economic
recovery.

Webster's current capital levels are adequate given the company's
risk profile, in Fitch's view.  That being said, any meaningful
reduction in capital levels may lead to negative pressure on the
ratings or Outlook.  As the company continues to grow its
commercial portfolio, Fitch would expect to see stronger tangible
capital metrics to compensate for the incremental risk.

Factors that may have positive rating implications on Webster's
ratings and Outlook include:

  -- Meaningful decline in the levels of NPAs and TDRs;
  -- Improvement in tangible capital levels;
  -- Reduced exposure to home equity loans;
  -- Continued improvement in profitability measures.

Factors that may negatively affect the ratings:

  -- Stagnant or rising levels of NPAs or increased credit losses;
  -- Meaningful reduction in tangible and/or regulatory capital
     levels;
  -- Signs of deterioration in the home equity portfolio or TDR
     book.

Headquartered in Waterbury, Connecticut with approximately $17.5
billion in assets, WBS' branch office coverage is dominated by a
heavy presence in Connecticut and to a lesser extent
Massachusetts, Rhode Island, and New York.

Fitch has affirmed the following ratings:

Webster Financial Corporation

  -- Long-term Issuer Default Rating (IDR) at 'BBB', Stable
     Outlook;
  -- Senior Unsecured at 'BBB';
  -- Viability Rating at 'bbb';
  -- Individual at 'C';
  -- Preferred Stock at 'BB+';
  -- Short-term IDR at 'F2';
  -- Support at '5';
  -- Support Floor at 'NF'.

Webster Bank, NA

  -- Long-term IDR at 'BBB', Stable Outlook;
  -- Long-term deposits at 'BBB+';
  -- Viability Rating at 'bbb';
  -- Individual at 'C';
  -- Subordinated Debt at 'BBB-';
  -- Short-term IDR at 'F2';
  -- Short-term Deposits at 'F2';
  -- Support at '5';
  -- Support Floor at 'NF'.

Webster Capital Trust IV
Webster Preferred Capital Corp

  -- Preferred Stock at 'BB+'.



* BOND PRICING -- For Week From Nov. 28 to Dec. 2, 2011
-------------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
AHERN RENTALS       9.250  8/15/2013    18.800
AM AIRLN PT TRST    7.377  5/23/2019    18.000
AM AIRLN PT TRST    7.379  5/23/2016    28.000
AM AIRLN PT TRST    9.730  9/29/2014    21.500
AMBAC INC           5.950  12/5/2035    13.000
AMBAC INC           7.500   5/1/2023    14.123
AMBAC INC           9.375   8/1/2011    10.000
AMBAC INC           9.500  2/15/2021     9.887
AMERICAN ORIENT     5.000  7/15/2015    31.748
AMR CORP            6.250 10/15/2014    21.438
AMR CORP            9.000   8/1/2012    22.000
AMR CORP            9.000  9/15/2016    19.900
AMR CORP            9.750  8/15/2021    18.150
AMR CORP            9.800  10/1/2021    17.500
AMR CORP            9.880  6/15/2020    21.000
AMR CORP           10.000  4/15/2021    18.230
AMR CORP           10.150  5/15/2020    17.750
AMR CORP           10.290   3/8/2021    18.875
AMR CORP           10.550  3/12/2021    18.200
BANK NEW ENGLAND    9.875  9/15/1999    14.000
BANKUNITED FINL     3.125   3/1/2034     5.500
BDN-CALL12/11       3.875 10/15/2026   100.000
BDN-CALL12/11       3.875 10/15/2026    99.276
BLOCKBUSTER INC    11.750  10/1/2014     2.125
CAPMARK FINL GRP    5.875  5/10/2012    50.500
CENTRAL EUROPEAN    3.000  3/15/2013    57.800
CIRCUS & ELDORAD   10.125   3/1/2012    72.000
DELTA PETROLEUM     3.750   5/1/2037    75.000
DIRECTBUY HLDG     12.000   2/1/2017    23.000
DIRECTBUY HLDG     12.000   2/1/2017    21.625
DUNE ENERGY INC    10.500   6/1/2012    50.000
DYNEGY HLDGS INC    8.750  2/15/2012    69.250
EASTMAN KODAK CO    7.250 11/15/2013    47.000
EDDIE BAUER HLDG    5.250   4/1/2014     6.750
ELEC DATA SYSTEM    3.875  7/15/2023    96.500
ENERGY CONVERS      3.000  6/15/2013    44.000
EVERGREEN SOLAR    13.000  4/15/2015    53.000
FAIRPOINT COMMUN   13.125   4/1/2018     1.000
FAIRPOINT COMMUN   13.125   4/2/2018     0.999
FIBERTOWER CORP     9.000 11/15/2012    47.375
FIBERTOWER CORP     9.000   1/1/2016    34.750
GLOBALSTAR INC      5.750   4/1/2028    26.000
GMAC LLC            6.000 12/15/2011   100.167
GMX RESOURCES       5.000   2/1/2013    59.346
GMX RESOURCES       5.000   2/1/2013    62.500
GREAT ATLA & PAC    5.125  6/15/2011     2.563
HAWKER BEECHCRAF    8.500   4/1/2015    23.000
HAWKER BEECHCRAF    9.750   4/1/2017    14.750
HORIZON LINES       4.250  8/15/2012    69.000
K HOVNANIAN ENTR    6.500  1/15/2014    60.000
K HOVNANIAN ENTR   11.875 10/15/2015    54.000
KELLWOOD CO         7.625 10/15/2017    29.850
KSU-CALL12/11      13.000 12/15/2013   113.030
LEHMAN BROS HLDG    0.250  6/29/2012    23.000
LEHMAN BROS HLDG    3.000 10/28/2012    25.125
LEHMAN BROS HLDG    3.000 11/17/2012    24.250
LEHMAN BROS HLDG    4.700   3/6/2013    23.875
LEHMAN BROS HLDG    4.800  2/27/2013    23.500
LEHMAN BROS HLDG    4.800  3/13/2014    26.313
LEHMAN BROS HLDG    5.000  1/22/2013    23.250
LEHMAN BROS HLDG    5.000  2/11/2013    24.250
LEHMAN BROS HLDG    5.000  3/27/2013    23.500
LEHMAN BROS HLDG    5.000   8/3/2014    23.510
LEHMAN BROS HLDG    5.000   8/5/2015    23.260
LEHMAN BROS HLDG    5.100  1/28/2013    24.250
LEHMAN BROS HLDG    5.150   2/4/2015    23.002
LEHMAN BROS HLDG    5.250  1/30/2014    23.125
LEHMAN BROS HLDG    5.250  2/11/2015    23.130
LEHMAN BROS HLDG    5.250   3/5/2018    21.500
LEHMAN BROS HLDG    5.500   4/4/2016    26.250
LEHMAN BROS HLDG    5.625  1/24/2013    26.500
LEHMAN BROS HLDG    5.750  5/17/2013    25.000
LEHMAN BROS HLDG    6.000  7/19/2012    26.250
LEHMAN BROS HLDG    6.000  2/12/2018    23.500
LEHMAN BROS HLDG    6.200  9/26/2014    26.500
LEHMAN BROS HLDG    7.000  6/26/2015    23.625
LEHMAN BROS HLDG    7.000 12/18/2015    23.880
LEHMAN BROS HLDG    8.050  1/15/2019    21.000
LEHMAN BROS HLDG    8.500   8/1/2015    24.500
LEHMAN BROS HLDG    8.500  6/15/2022    23.750
LEHMAN BROS HLDG    8.750 12/21/2021    23.500
LEHMAN BROS HLDG    8.800   3/1/2015    23.125
LEHMAN BROS HLDG    8.920  2/16/2017    24.375
LEHMAN BROS HLDG    9.000 12/28/2022    21.750
LEHMAN BROS HLDG    9.000   3/7/2023    22.125
LEHMAN BROS HLDG    9.500 12/28/2022    25.188
LEHMAN BROS HLDG    9.500  1/30/2023    23.500
LEHMAN BROS HLDG    9.500  2/27/2023    23.500
LEHMAN BROS HLDG   10.000  3/13/2023    23.630
LEHMAN BROS HLDG   10.375  5/24/2024    22.000
LEHMAN BROS HLDG   11.000  6/22/2022    23.500
LEHMAN BROS HLDG   11.000  7/18/2022    22.750
LEHMAN BROS HLDG   11.000  8/29/2022    20.000
LEHMAN BROS HLDG   11.000  3/17/2028    22.750
LEHMAN BROS HLDG   11.500  9/26/2022    23.500
LEHMAN BROS HLDG   18.000  7/14/2023    25.750
LEHMAN BROS INC     7.500   8/1/2026     0.500
LIFEPT VILGE        8.500  3/19/2013    49.500
LOCAL INSIGHT      11.000  12/1/2017     1.000
MANNKIND CORP       3.750 12/15/2013    53.000
MF GLOBAL LTD       9.000  6/20/2038    30.250
MOHEGAN TRIBAL      6.125  2/15/2013    69.500
MOHEGAN TRIBAL      7.125  8/15/2014    47.500
MOHEGAN TRIBAL      7.125  8/15/2014    46.000
MOHEGAN TRIBAL      8.000   4/1/2012    63.000
PENSON WORLDWIDE    8.000   6/1/2014    42.699
PMI CAPITAL I       8.309   2/1/2027     0.500
PMI GROUP INC       6.000  9/15/2016    22.550
RADIAN GROUP        5.625  2/15/2013    62.500
REAL MEX RESTAUR   14.000   1/1/2013    44.000
RESIDENTIAL CAP     8.500   6/1/2012    85.750
RESIDENTIAL CAP     8.500  4/17/2013    89.000
RESIDENTIAL CAP     8.875  6/30/2015    45.375
RYERSON TULL INC    8.250 12/15/2011    98.000
SO-CALL12/11        5.650 12/15/2040   100.125
TEXAS COMP/TCEH    10.250  11/1/2015    38.000
TEXAS COMP/TCEH    10.250  11/1/2015    35.625
TEXAS COMP/TCEH    10.250  11/1/2015    32.750
THORNBURG MTG       8.000  5/15/2013     9.250
TIMES MIRROR CO     7.250   3/1/2013    30.000
TOUSA INC           9.000   7/1/2010    12.875
TRAVELPORT LLC     11.875   9/1/2016    32.750
TRAVELPORT LLC     11.875   9/1/2016    32.000
TRICO MARINE        3.000  1/15/2027     1.000
TRICO MARINE SER    8.125   2/1/2013     7.000
VIRGIN RIVER CAS    9.000  1/15/2012    51.000
WCI COMMUNITIES     4.000   8/5/2023     1.570
WESTERN EXPRESS    12.500  4/15/2015    39.000
WESTERN EXPRESS    12.500  4/15/2015    36.375
WILLIAM LYON INC    7.500  2/15/2014    23.255
WILLIAM LYON INC   10.750   4/1/2013    25.000
WILLIAM LYONS       7.625 12/15/2012    22.050



                           *********

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
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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 &
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                           *********

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
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