TCR_Public/111207.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 7, 2011, Vol. 15, No. 339

                            Headlines

600 WILLIAM: Case Summary & 20 Largest Unsecured Creditors
A.B.C. LANDCLEARING: Case Summary & 15 Largest Unsecured Creditors
AMERICAN AIRLINES: Wins Interim Nod to Pay Insurance Obligations
AMERICAN AIRLINES: Wins Interim Nod to Pay Surety Bond Programs
AMERICAN AIRLINES: Proposes Reclamation Claims Process

AMERICAN AIRLINES: Unions, PBGC Among 9 Selected for Committee
AMERICAN AIRLINES: USAir Mum About Potential Merger
AMTRUST FINANCIAL: Emerges From Bankruptcy Protection
ARIN ENTERPRISES: Voluntary Chapter 11 Case Summary
ASHRIA ENTERPRISES: Voluntary Chapter 11 Case Summary

ATLANTIC & PACIFIC: Union Members Accept Wage, Benefits Cuts
BELLISIO FOODS: Moody's Rates Proposed Credit Facilities at 'B1'
BERNARD L. MADOFF: Trustee Has Expedited Appeal on JPMorgan Suit
BORDERS GROUP: Jefferies Entitled to $250T Liquidation Fee
BOZEL S.A.: U.S. Trustee Appoints 3-Member Creditors' Panel

BOZEL S.A: Committee Retains Pick & Zabicki as Counsel
CAPMARK FINANCIAL: Goldman Alleges Forum-Shopping in $147M Suit
CARBON RESOURCES: Can Sell Substantially All Assets to Delta Coal
CHRISTIAN BROTHERS: Panel Taps Paul Richler as Insurance Counsel
CITIZENS CORP: Wants Lenders Punished Over FiData Control

CITIZENS CORP: Initial Conference Scheduled for Dec. 8
CITIZENS CORP: Sec. 341 Creditors' Meeting Set for Jan. 5
CIVIC PARTNERS: Must Respond to Bank's Document Request
CLEARWIRE CORP: Amends 4G MVNO Agreement with Sprint Spectrum
CLEARWIRE CORP: Intends to Offer $300 Million of Class A Shares

CREDITRON FINANCIAL: Sold to Y&B for $600T; Closing Date on Jan. 3
CROATAN SURF: Hires Village Realty as Real Estate Broker
D&B SWINE: Stern Limits Court's Role in Contract Dispute
DALE MARTIN: Court Rejects Bid to Dismiss Lee-Taylor Suit
DEBUT BROADCASTING: Incurs $252,000 Net Loss in Third Quarter

DELTA AIR: Reports $765-Mil. Profit in Third Quarter
DIAMOND RANCH: Delays Filing of Form 10-Q for Sept. 30 Qtr.
DELUXE ENTERTAINMENT: Moody's Rates Proposed Term Loan at 'B1'
DESERT GARDENS: U.S. Bank Wants Cash Collateral Access Denied
DIRECT BUY: Cut by Moody's to 'Caa3' as Debt Restructuring Mulled

DREIER LLP: Court Okays Accord With Hedge Fund, Founder's Ex-Wife
DUMBARTON HOME: Case Summary & 3 Largest Unsecured Creditors
DYNEGY INC: Debtors File Reorganization Plan
DYNEGY INC: U.S. Trustee Drops Oaktree as Committee Member
DYNEGY INC: Dynegy Holdings Cuts Assets to $7.56 Billion

DYNEGY INC: Terminates Stockholder Protection Rights Agreement
E-DEBIT GLOBAL: Incurs $241,000 Net Loss in Third Quarter
EAT AT JOE'S: Incurs $199,600 Net Loss in Third Quarter
EFD LTD: Court Reschedules Hearing on Valuation Until Jan. 6
EGPI FIRECREEK: Delays Filing of Form 10-Q for Sept. 30 Quarter

ELITE PHARMACEUTICALS: Posts $13.9MM Net Income in Sept. 30 Qtr.
EMMIS COMMUNICATIONS: Alden Global Owns 0 Class A Shares
ENERTECK CORP: Incurs $946,000 Net Loss in Third Quarter
ESCO-VINA LLC: Involuntary Chapter 11 Case Summary
EVERGREEN ENERGY: Iroquois Discloses 1% Equity Stake

EXTENDED STAY: Blackstone, et al., Seek Dismissal of $8-Bil. Suits
EXTENDED STAY: Fixes Mezzanine Facilities Claims for $3 Billion
FRIEDMAN'S INC: Postpetition Payments Don't Affect Preference
GATEWAY METRO: Can Obtain $350,000 DIP Loan from Flying Tigers
GATEWAY METRO: Wants to Pay Property Tax Using Impounded Funds

GAY NINETIES: First Creditors' Meeting Set for Dec. 29
GERDAU AMERISTEEL: Moody's Withdraws 'Ba1' Corp. Family Rating
GETTY PETROLEUM: Case Summary & 30 Largest Unsecured Creditors
GOLD AMERICAS: Fitch Affirms Issuer Default Rating at 'B+'
GRAFTECH INT'L: Moody's Upgrades Corp. Family Rating to 'Ba1'

GREEN EARTH: Incurs $2.2 Million Net Loss in Sept. 30 Quarter
GUIDED THERAPEUTICS: Incurs $2.6 Million Net Loss in 3rd Quarter
GUIDED THERAPEUTICS: Amends 2.6 Million Common Shares Offering
HALO COMPANIES: Incurs $558,000 Net Loss in Third Quarter
HARMAN INT'L: Moody's Raises Corporate Family Rating to 'Ba1'

HARRIBURG,PA: Residents File Suit Over State Takeover
HARRISBURG, PA: Judge Explains Decision to Dismiss Chapter 9 Case
HARRISBURG, PA: Judge Approves David Unkovic as Receiver
HELEN KELLER: Moody's Affirms 'Ba1' Rating on Fixed Rate Bonds
HIGH LINER: Moody's Assigns 'B1' Corporate Family Rating

HOOD PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
HORIZON LINES: To Offer Common Shares, Warrants and Notes
HOTEL AIRPORT: Gets 10-Day Plan Exclusivity Extension
INTERVAL ACQUISITION: Moody's Affirms 'Ba3' Corp. Family Rating
J.C. EVANS: Plans to Lay Off About 300 Employees

JULIA HOOK: Dist. Court Says Plan Default Warrants Case Dismissal
KEVEN A MCKENNA: Former Paralegal Entitled to $2T Claim
KEVIN KENERLY: Files for Chapter 11 Bankruptcy Protection
L.A. DODGERS: Magic Johnson Joins Group to Bid on Firm
LEHMAN BROTHERS: Now A Step Closer to Emerging From Bankruptcy

LEHMAN BROTHERS: Wins Nod to Form Director Selection Committee
LEHMAN BROTHERS: Committee Backs Natural Gas Dispute Deal
LEHMAN BROTHERS: Won't End Health Benefit as Part of ACESO Deal
LEHMAN BROTHERS: RBS to Pay $215MM to Settle Swap Dispute
LINCOLN LOGS: Dist. Court Affirms Ruling on Constructive Trust

LOS ANGELES DODGERS: Magic Johnson Joins Bid to Buy LA Dodgers
LOVELAND ESSENTIAL: Case Summary & 7 Largest Unsecured Creditors
M&M STONE: Univest Bank Wants Cash Collateral Access Denied
MAKENA GREAT: Case Summary & XX Largest Unsecured Creditors
MARONDA HOMES: Can Continue Using Cash Collateral Until Jan. 10

MCCORMICK & SCHMICK: Moody's Says Landry Buyout Won't Have Impact
MEGA-C POWER: 9th Cir. Affirms Ruling on Battery Ownership Dispute
MESA AIR: Files Post-Confirmation Report for 3rd Quarter
MESA AIR: Reaches Settlement With SBCC and Rolls-Royce
MF GLOBAL: Corzine Disregarded Former Chief Risk Officer's Warning

MF GLOBAL: American Farmers Unlikely Victims of Demise
MF GLOBAL: Kim Eng Decides Not to Buy Asian Business
MF GLOBAL: Trustee to Receive $1.3 Billion From Harris Bank
MF GLOBAL: Wind-Down Fees May Reach $100 Million In A Year
MSR RESORT: Sues Hilton Over Undisclosed Tenant-Lender Agreements

NALCO CO: Moody's Lifts Senior Unsecured Debt Rating From 'Ba2'
NATIONAL CENTURY: Ex-VP's Sentence Cut to 4 Years in Fraud Case
NATIONAL CENTURY: Poulsen Wants Settlement Agreements Unsealed
NATIONAL CENTURY: Claims vs. Credit Suisse Entities Dismissed
NCI BUILDING: Moody's Revises Outlook on 'B3' to Negative

NEW CLINTON: Voluntary Chapter 11 Case Summary
NEWPAGE CORP: Creditors Seek to Probe Cerberus's Dealings
O&G LEASING: Deal on Automatic Stay OK'd, to Pay $4MM WSB's Claim
OFFICEMAX INC: Moody's Affirms 'B1' Corporate; Outlook Stable
ONCURE HOLDINGS: Moody's Lowers CFR to 'Caa1'; Outlook Negative

OPPENHEIMER PARTNERS: Case Summary & 16 Largest Unsec. Creditors
OXLEY DEVELOPMENT: U.S. Trustee Unable to Form Committee
PAETEC HOLDING: Moody's Raises Corp. Family Rating to 'Ba3'
PARC AT ROGERS: Withdraws Request for Authorization for Cash Use
PARK GREEN: Case Summary & 4 Largest Unsecured Creditors

PACIFIC RUBIALES: Fitch Rates Proposed $250-Mil. Debt at 'BB'
PETTUS PROPERTIES: Court OKs Caudle & Spears for VFC Dispute
PINTAIL POINT: Case Summary & 20 Largest Unsecured Creditors
PORTER HAYDEN: Subpoena Dispute Goes to Maryland Court
PREMIER TRAILER: Court Confirms Prepackaged Plan of Reorganization

PURE BEAUTY: Obtains Final OK to Use Cash Collateral Until Dec. 18
PURE BEAUTY: Court Approves Bid Protocol; Jan. 13 Auction Sale Set
PURE BEAUTY: Files Schedules of Assets and Liabilities
PUTNAM STRUCTURED: Moody's Affirms 'C' Ratings on 2 Note Classes
R.E. LOANS: Gets Final Approval for $20MM Wells Fargo DIP Loan

R.E. LOANS: Debt Exchange OK'd to Market Interests in the Loans
R.E. LOANS: Asks Court to Reset Section 341 Meeting to Jan. 17
REAL MEX: Seeks Approval of Key Employee Incentive Plan
RELIANCE GROUP: Chamber Asks High Court to Nix Claims v. Deloitte
RIO RANCHO: Court Continues Plan Outline Hearing Until Jan. 10

ROCKWOOD SQUARE: Judge Converts Case to Chapter 7 Liquidation
ROSELAND VILLAGE: VCB Wants to Foreclose Share on Project
ROTHSTEIN ROSENFELDT: 2 More Ex-Employees Charged in Ponzi Scheme
ROUND TABLE: Creditors Seek Post-Confirmation Committee
RUDEN MCCLOSKY: Law Firm Sold to Greenspoon Marder

SHUANEY IRREVOCABLE: Case Summary & 20 Largest Unsecured Creditors
SOLYNDRA LLC: Judicial Watch Sues DOE, White House for Docs
SIXTH AVENUE: Alco Capital Liquidates Assets
SOTERA DEFENSE: Moody's Affirms 'B3' CFR, Outlook Negative
SP NEWSPRINT: Schedules Filing Deadline Extended to Jan. 16

SP NEWSPRINT: Can Use Cash Collateral on an Interim Basis
SP NEWSPRINT: Section 341(a) Meeting Scheduled for Jan. 9
STARWOOD HOTELS: Fitch Says Share Repurchase No Impact on IDR
SUFFOLK OTB: Court Dismisses Chapter 9 Case
SUMMER VIEW: Plan Outline Hearing Scheduled for Jan. 11

TALISMAN ENERGY: Fitch Assigns 'BB+' Preferred Stock Rating
TAPATIO SPRINGS: Court Dismisses Chapter 11 Case
TAYLOR BEAN: Trustee Sues AIG, Others Over Fraudulent Transfers
TEE INVESTMENT: Receiver Wants to Use Cash Collateral to Pay Costs
THINKFILM INC: Judge Gives Trustee Control of Pangea Media

TMP DIRECTIONAL: Case Summary & 30 Largest Unsecured Creditors
TOWN CENTER: Seeks Emergency Hearing on DIP Financing, Plan Deal
TRADE UNION: Plan Effective Date Occurred on October 31
TRIUS THERAPEUTICS: Michael Powell Discloses 12.8% Equity Stake
UNITED CONTINENTAL: Airlines May Lose Fight over CO2 Caps

UNITED CONTINENTAL: Faces Mobile Check-In Patents Lawsuits
US AIRWAYS: Mum About Potential Merger With American
U.S. EAGLE: Hires Hilco Real as Real Estate Broker
VENTO FAMILY: BNLV Wins Ch. 11 Case Dismissal
VILLAGE AT PENN: Seeks to Employ McElroy Deutsch as Attorneys

VILLAGE AT PENN: Seeks to Hire Latsha Davis as Healthcare Counsel
VILLAGE AT PENN: Seeks to Employ SF & Company as Accountants
VILLAGE AT PENN: Opposes Patient Care Ombudsman Appointment
VILLAGE AT PENN: Seeks to Tap Pepper Hamilton as Litig. Counsel
VILLAGE AT PENN: Seeks to Employ RBC Capital as Broker

WACHOVIA: NCUA Files Suit Over Securities Law Violations
WEST END FINANCIAL: Sets Jan. 26 Plan Confirmation Hearing
WESTERN CORPORATE: Wachovia Forced Credit Unions Into Liquidation
WORLDWIDE ENERGY: Signs Forbearance Pact with Bank of the West
W.R. GRACE: Wants PwC Waived From 6 Minute Increments in Billing

W.R. GRACE: Zonolite-Related Class Action Lawsuits Remain Stayed
W.R. GRACE: To Improve Albany, Oregon Manufacturing Facility
Z TRIM HOLDINGS: Five Directors Elected at Annual Meeting

* Interest Drops Below Contract Rate After Confirmation
* Denial of Dismissal for Abuse is Appealable Order

* South-Central Texas Bankruptcy Filings Hit Lowest Level in Nov.

* S&P's Global Corporate Default Tally Rises to 43 Issuers
* S&P: Global Default Rate Increases After 5 Mos. of Declines

* Massachusetts Sues Five Banks over Foreclosures
* Oaktree Capital Wraps Up Latest European Distressed Fund

* Judit Fabian Joins Cassel Salpeter as Venture Capital Director
* Michael Cho Joins Allegiance Capital's Dallas Office
* Joseph Smith Joins Cassel Salpeter & Co. as Director
* Skadden's Jay Goffman Earns Spot in Law360's Bankruptcy MVP
* Kirkland & Ellis' Sathy Named as One of Law360's Bankruptcy MVP

* Upcoming Meetings, Conferences and Seminars



                            *********

600 WILLIAM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 600 William Penn Partners, LLC
        2404 Wilshire Blvd., Suite 12A
        Los Angeles, CA 90057

Bankruptcy Case No.: 11-59441

Chapter 11 Petition Date: December 2, 2011

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

Judge: Peter Carroll

Debtor's Counsel: Gwendolen D. Long, Esq.
                  LEVENE NEALE BENDER YOO BRILL LLP
                  10250 Constellation Blvd #1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: gdl@lnbyb.com

Scheduled Assets: $5,600,018

Scheduled Debts: $4,844,705

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-59441.pdf

The petition was signed by David Frank, authorized agent.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Broadway/Workman LLC                   11-47977   09/06/11
Covina Palms Center, LLC               11-44683   08/15/11
Star News Building, L.P.               11-28697   04/29/11
York Square, LLC                       11-15554   02/09/11


A.B.C. LANDCLEARING: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: A.B.C. Landclearing and Development, Inc.
        1130 Peachtree St.
        Cocoa, FL 32922

Bankruptcy Case No.: 11-18039

Chapter 11 Petition Date: December 1, 2011

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

Judge: Arthur B. Briskman

Debtor's Counsel: Michael A. Paasch, Esq.
                  MATEER & HARBERT PA
                  P.O. Box 2854
                  Orlando, FL 32802
                  Tel: (407) 425-9044
                  Fax: (407) 423-2016
                  E-mail: mpaasch@mateerharbert.com

Scheduled Assets: $876,431

Scheduled Debts: $1,560,062

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-18039.pdf

The petition was signed by James A. Goins, president.

Affiliate that filed separate Chapter 11 petition:

                                                     Petition
   Debtor                                  Case No.     Date
   ------                                  --------     ----
A.B.C. Landclearing and Development, LLC   11-18041  12/01/11


AMERICAN AIRLINES: Wins Interim Nod to Pay Insurance Obligations
----------------------------------------------------------------
AMR Corp. and its debtor-affiliates sought and obtained interim
authority to continue their insurance programs and pay all
insurance obligations, whether arising prepetition or
postpetition.  The Court also modified the automatic stay to allow
the Debtors' employees to proceed with their workers' compensation
claims.

In connection with the operation of their business, the Debtors
maintain workers' compensation programs and various liability,
property, and other insurance programs through several different
insurance carriers, Stephen Karotkin, Esq., at Weil, Gotshal &
Manges LLP, in New York, informed the Court.  He noted that the
Insurance Programs include coverage for, among other things,
liabilities and losses related to workers' compensation, war,
terrorism, commercial crimes, breach of officers' and directors'
duties, operation of aircraft, personal injury, operation of
vehicles, transportation of cargo, and various other property-
related and general liabilities.

The Debtors also maintain various liability and property related
Insurance Programs, which provide the Debtors with insurance
coverage for liabilities relating to, among other things, damage
to the Debtors' aircraft, personal injuries, war, terrorism,
commercial crimes, breach of officers' and directors' duties,
operation of vehicles, transportation and storage of cargo, and
various other property-related and general liabilities.
Mr. Karotkin asserted that these policies are essential to the
ongoing operation of the Debtors' business.  The Debtors are
required to pay premiums under the Liability and Property
Insurance Programs based upon a fixed rate established and billed
by each Insurance Carrier.

The aggregate annual Insurance Premiums for the Liability and
Property Insurance Programs is approximately $100 million.  The
Debtors believe that all Insurance Premiums due to be paid before
the Petition Date have been fully paid.  Additional Insurance
Premiums of approximately $50 million are owed under the current
Liability and Property Insurance Programs, but not due as of
Petition Date, Mr. Karotkin said.

The Debtors employ insurance brokers to assist them with the
procurement and negotiation of their Insurance Programs.  In 2011,
the Debtors paid the Brokers approximately $1.9 million in
brokers' fees.  The Debtors believe that all Brokers' Fees have
been fully paid as of the Petition Date.

                           *     *     *

A hearing to consider final approval of the request is scheduled
for December 22, 2011, at 10:00 a.m.  Objections are due
December 15.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins Interim Nod to Pay Surety Bond Programs
---------------------------------------------------------------
AMR Corp. and its debtor-affiliates sought and obtained, on an
interim basis, the bankruptcy court's authority to maintain,
continue and renew, in their sole discretion, their letter of
credit and surety bond programs on an uninterrupted basis,
including the maintenance of cash collateral. The authority would
allow the Debtors to:

  -- pay all amounts arising under the Letter of Credit and
     Surety Bond Programs due and payable whether arising pre-
     or postpetition;

  -- renew or obtain new letters of credit and surety
     bonds as needed in the ordinary course of business; and

  -- direct any non-Debtor subsidiaries who have obtained
     letters of credit or surety bonds on the Debtors' behalf to
     pay or to renew, as applicable.

The Court also authorized the Debtors to assume an indemnity
agreement relating to the issuance of surety bonds and perform all
obligations thereunder, and to continue their corporate credit
card program.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, related that in the ordinary course of their business, the
Debtors and certain non-Debtor subsidiaries are required to
provide to third parties letters of credit and surety bonds to
secure the Debtors' payment or performance of certain obligations,
including those owed to municipalities, related to international
operations or in obtaining permits, fuel and liquor taxes,
airport-related obligations and customs requirements.

Failure to provide, maintain or to timely replace these letters of
credit and surety bonds would surely impair the Debtors' ongoing
operations, Mr. Karotkin argued.  The lending institutions,
sureties and insurance carriers that provide the Debtors with
letters of credit or surety bonds are JPMorgan Chase Bank,
National Association, Citigroup, Inc., and Travelers Casualty and
Surety Company of America, St. Paul Fire and Marine Insurance
Company.

As of the Petition Date, the Debtors and their non-Debtor
subsidiaries had posted approximately $40 million in outstanding
letters of credit.  Mr. Karotkin assured the Court that all or
substantially all of these letters of credit are cash
collateralized.  The Debtors do not believe there are any material
prepetition obligations outstanding in connection with these
letters of credit.

As of the Petition Date, the Debtors also have approximately
$55 million in outstanding surety bonds, collateralized by
approximately $40 million of cash collateral.  The premiums for
most of the surety bonds are determined on an annual basis and are
paid by the Debtors when the bonds are issued and thereafter
annually.  For 2011, premiums for the Debtors' surety bonds
aggregate approximately $500,000.  The Debtors' surety is
Travelers.

The issuance of a surety bond shifts the risk of the Debtors'
nonperformance or non-payment from the Debtors to the surety and,
unlike an insurance policy, if a provider incurs a loss on a
surety bond, it is entitled to recover the full amount of that
loss from the principal, Mr. Karotkin said.  He noted that this
right to recovery is usually set forth in an indemnity agreement
between the provider and the principal, and is a condition to the
issuance of surety bonds.  AMR Corp. is a party to that certain
General Contract of Indemnity by and between AMR Corp. and
Travelers dated December 17, 2007.

Mr. Karotkin further related that the Debtors are party to a
Corporate Services Commercial Account Agreement, as amended, with
American Express Travel Related Services Company, Inc.  Pursuant
to the Corporate Credit Card Program, AMEX provides the Debtors
certain corporate purchasing cards, and the ability to pay certain
specified third-party vendors using AMEX to transfer funds.

The cards are used by certain employees at various operating
stations throughout the Debtors' system to make business-critical
purchases on short notice.  The cards can only be used at certain
businesses, restricted by SIC code.  Mr. Karotkin contended the
cards are critical to maintaining ongoing operations and not
easily replaceable either on a timely basis or without substantial
disruption to the ability of the Debtors to obtain items necessary
for continued flight operations.  In view of these circumstances,
the Debtors believe it is essential that they have the authority
to maintain the Corporate Credit Card Program on an ongoing basis.

To the extent any LoC or surety bond or related agreement is
deemed an executory contract within the meaning of Section 365 of
the Bankruptcy Code, the Order does not constitute the
postpetition assumption of those LoCs or surety bonds or related
agreements under Section 365.

                           *     *     *

The Court will convene a hearing to consider final approval of the
request on December 22, 2011, at 10:00 a.m.  Objections are due
December 15.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Proposes Reclamation Claims Process
------------------------------------------------------
American Airlines, Inc. and its affiliated debtors filed a motion
to implement a procedure for the treatment of claims of suppliers
who seek to reclaim their goods.

Under the proposed procedure, the claimants have to follow certain
requirements before they are entitled to recover their claims,
which include submitting a written demand within a fixed deadline.

The proposed procedure gives the Debtors an option to enter into a
settlement with the claimants, and gives any party that disagrees
with the settlement the opportunity to file its objection.

A copy of the proposed order detailing the proposed process is
available without charge at:

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

The Debtors proposed that the procedure be the only method for
resolving reclamation claims.  They asked the Court to prohibit
any supplier from prosecuting their claims through lawsuits or any
other means.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Unions, PBGC Among 9 Selected for Committee
--------------------------------------------------------------
The U.S. Trustee on Monday selected airplane maker Boeing Co., a
handful of unions, three financial-services companies and the U.S.
agency that insures private pensions to serve on the committee
representing unsecured creditors in the Chapter 11 case of
American Airlines parent AMR Corp.

Tracy Hope Davis, United States Trustee for Region 2, SCHEDULED AN
organizational meeting on Dec. 5, 2011, at 10:00 a.m. in the
bankruptcy case of AMR Corporation and American Airlines Inc.

Pension Benefit Guaranty Corporation Director Josh Gotbaum
released a statement on the agency's appointment to the AMR
bankruptcy unsecured creditors committee.

"We're committed to working with American Airlines, their workers,
retirees and other parties, so the company can successfully
reorganize while also preserving its pension plans. Based on early
estimates, American Airlines employees and retirees could lose at
least a billion dollars in pension benefits if the airline
terminates their plans," Gotbaum said.

"In addition to seeing their pensions cut, workers have also lost
healthcare benefits when companies terminate their pension plans.
As we did with Visteon, and with some plans at Delta and Northwest
Airlines, we will encourage American to fix its financial problems
and still keep its pension plans."

American Airlines sponsors four traditional pension plans that
cover almost 130,000 participants. As of today, the plans
collectively had about $8.3 billion in assets to cover about $18.5
billion in benefits. If American Airlines were to end its plans,
the agency would be responsible for paying about $17 billion in
benefits; at least a billion dollars in benefits would be lost.

A termination would also weaken the financial condition of PBGC,
which has a record $26 billion deficit as a result of failed plans
the agency has already assumed.

In cases where plans cannot be saved, PBGC steps in and pays
benefits. Currently, the agency is responsible for about 1.5
million people in more than 4,300 failed plans. Each month, on
average, PBGC pays about $460 million to more than 870,000
retirees and is responsible for future payments to 628,000 people
who haven't retired.

                           About PBGC

PBGC protects the pension benefits of 44 million Americans in
27,500 private-sector pension plans. The agency is directly
responsible for paying the benefits of more than 1.5 million
people in failed pension plans. PBGC receives no taxpayer dollars
and never has. Its operations are financed by insurance premiums
and with assets and recoveries from failed plans.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: USAir Mum About Potential Merger
---------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reports that US
Airways Group Inc.'s chief financial officer Derek Kerr said at an
investor conference Tuesday the airline continues to be a
proponent of industry consolidation.  Mr. Kerr said on top of four
major industry mergers since 2005, "there is possibly room for
more."

WSJ notes Mr. Kerr didn't mention any potential pairings, much
less a role for his carrier, and wasn't asked about and didn't
mention the rampant speculation that US Airways could wind up
combining with American Airlines parent AMR Corp.

WSJ also relates that before Mr. Kerr's remarks at a Rodman &
Renshaw LLC airline conference in Boston, a US Airways spokeswoman
reiterated the company's view that consolidation make sense for
the industry with or without US Airways' participation.

USAir resulted from a 2005 merger of US Airways and America West
Airlines.  USAir made a hostile run at Delta Air Lines Inc. when
that company was in bankruptcy protection a few years ago, and
talked twice with United Airlines about a combination.  Delta went
on to buy Northwest Airlines and United and Continental Airlines
merged to form United Continental Holdings Inc.  Southwest
Airlines Co. acquired discounter AirTran Airways.

                        About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
(Bankr. E.D. Va. Case No. 04-13820) on Sept. 12, 2004.  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in
their restructuring efforts.  The USAir II bankruptcy plan became
effective on September 27, 2005.  The Debtors completed their
merger with America West on the same date. (US Airways Bankruptcy
News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative

                      About American Airlines

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

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

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

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

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

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

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


AMTRUST FINANCIAL: Emerges From Bankruptcy Protection
-----------------------------------------------------
BankruptcyData.com reports that the Amended Joint Plan of
Reorganization of AmTrust Financial (nka AmFin Financial
Corporation) became effective, and the Company emerged from
Chapter 11 protection.  The Court confirmed the Plan on Nov. 3,
2011.

According to documents filed with the Court, "The AmFin Plan
incorporates a proposed compromise and settlement regarding the
holders of the Senior Notes Claims. Specifically, the holders of
the Senior Notes Claims have agreed (a) that each holder will be
treated as the holder of a single Unsecured Claim against the
consolidated Debtors, (b) to have any liens, security interests,
mortgages or guaranties granted pursuant to the Senior Notes
Agreement be disregarded for all purposes under the AmFin Plan,
(c) to the substantive consolidation of the Debtors' estates
pursuant to the AmFin Plan, and (d) to the designation of
directors of Reorganized AFC in the manner set forth in the AmFin
Plan.

"In addition to the foregoing, the holders of Senior Notes Claims
have also agreed that the Noteholder Settlement Amount of $2.0
million will not be distributed to holders of Senior Notes Claims
but will be instead be distributed to or reserved for other
holders of Class 6 and Class 8 Claims (other than the Subordinated
Notes Claims) on a pro rata basis. In consideration for such
agreements by the holders of the Senior Notes Claims, the Debtors
have agreed that the Senior Notes shall have Allowed Unsecured
Claims in an agreed aggregate amount of $100,763,414.93 and that
the Subordinated Notes shall have an Allowed Unsecured Claims in
an agreed aggregate amount of $53,628,210.13.

"In addition, the Debtors have agreed (a) that any claim for
recovery of the approximately $11.8 million paid by the Debtors to
holders of Senior Notes Claims in October 2009 will be settled in
full by the redistribution of the Noteholder Settlement Amount,
(b) not to object to any claims filed by the holders of the Senior
Notes, or their professionals or by the Bank of New York Mellon,
as collateral agent for the Senior Notes, or its professionals,
for substantial contribution under section 503(b) of the
Bankruptcy Code up to an aggregate amount of $950,000, (c) to the
designation of the Board of Directors of Reorganized AFC as set
forth in the AmFin Plan, and (f) to the releases of the holders of
Senior Notes Claims and their respective present or former
directors, officers, employees, attorneys, accountants,
underwriters, investment bankers, financial advisors,
representatives and agents, as set forth in the AmFin Plan."

                      About AmTrust Financial

AmTrust Financial Corp. (PINK: AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, serve as counsel to the Debtors.
Kurtzman Carson Consultants serves as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and debts in its
Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.


ARIN ENTERPRISES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Arin Enterprises, Inc.
        dba Days Inn & Suites
        1312 Edgewater Beach Dr.
        Lakeland, FL 33805

Bankruptcy Case No.: 11-22137

Chapter 11 Petition Date: December 1, 2011

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

Judge: Catherine Peek McEwen

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

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

The petition was signed by Sujoy Daskundu, president.


ASHRIA ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Ashria Enterprises, Inc.
        dba Relax Inn
        1312 Edgewater Beach Dr.
        Lakeland, FL 33805

Bankruptcy Case No.: 11-22142

Chapter 11 Petition Date: December 1, 2011

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

Judge: Catherine Peek McEwen

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

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

The petition was signed by Sujoy Daskundu, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Arin Enterprises, Inc.                 11-22137   12/01/11


ATLANTIC & PACIFIC: Union Members Accept Wage, Benefits Cuts
------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that United Food and
Commercial Workers members employed by Great Atlantic & Pacific
Tea Co. Inc. grocery stores have voted to accept concessions
reducing workers' wages and benefits, allowing the grocery company
to move forward with its reorganization plan in New York
bankruptcy court.  Law360 relates that the union said all 13 local
union branches with A&P employee members voted to accept the
proposed changes.

                        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.

Atlantic & Pacific has filed a Joint Chapter 11 Plan of
Reorganization and related Disclosure Statement. Pursuant to the
Plan, investors are providing a total New Money Commitment of $490
million in the form of (i) $210 million3 face amount of privately
placed New Second Lien Notes, (ii) $210 million face amount of
privately placed New Convertible Third Lien Notes, and (iii) an
$80 million New Equity Investment. The proceeds of the New Money
Commitment will allow the Debtors to make distributions pursuant
to the Plan, including paying certain secured creditors in full in
cash, and will provide a cash pool of $40 million, less the amount
distributed pursuant to a Substantive Consolidation Settlement
Cash Pool, for distributions to General Unsecured Creditors. The
Plan provides for a settlement and compromise of the intercreditor
issues relating to whether the liabilities and assets of the
Debtors should be substantively consolidated for purposes of
distributions under the Plan.

The Court scheduled a Dec. 15, 2011, hearing to consider the
Disclosure Statement.


BELLISIO FOODS: Moody's Rates Proposed Credit Facilities at 'B1'
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Bellisio
Foods, Inc.'s (Bellisio) proposed senior secured credit facility
consisting of a $30 million revolver and a $170 million term loan.
In addition, Moody's assigned a B2 corporate family rating and a
probability of default rating. The rating outlook is stable.

Proceeds from the proposed refinancing are expected to be used to
fund the acquisition of Bellisio by Centre Partners Management,
LLC (Centre Partners) and affiliates and to repay existing debt.
The ratings are subject to change if the terms of the refinancing
or legal structure are altered prior to close of the transaction.

These ratings have been assigned subject to Moody's review of
final documentation:

B1 (LGD3, 42%) to the proposed $170 million first lien term loan
due 2017; and

B1 (LGD3, 42%) to the proposed $30 million first lien revolving
credit facility due 2016.

B2 Corporate Family Rating; and

B2 Probability of Default Rating.

Moody's will withdraw the ratings of predecessor Bellisio upon
completion of the proposed acquisition by Centre Partners and the
repayment of currently existing debt.

RATINGS RATIONALE

The B2 corporate family rating reflects Bellisio's small scale,
high leverage, narrow product focus, exposure to commodity input
prices, and its meaningful dependence on its primary manufacturing
location. The rating benefits from the company's stable cash flow
generation and established market position in the value segment of
the frozen single-serve entr‚e market. The rating also
incorporates Bellisio's opportunities for modest organic growth
from new co-packing and private label agreements and continued
penetration in dollar, drug and convenience channels. The ratings
are supported by Bellisio's good liquidity profile, and Moody's
expectation for modest free cash flow in the next 12 to 18 months.

The B1 ratings on the proposed $170 million term loan and the
proposed $30 million revolving credit facility reflect their first
priority lien on substantially all assets of the company and
upstream guarantees by all existing and future subsidiaries. The
ratings also benefit from the expected loss absorption to be
provided by the $52 million mezzanine notes due 2018 (unrated).
Moody's expects Bellisio to have full availability on its $30
million revolver at close of the proposed acquisition.

The stable outlook reflects Moody's expectation that financial
leverage will improve primarily through loan repayments following
the completion of the debt financed acquisition by Centre
Partners. While operating margins are exposed to increases in
commodity prices, Moody's anticipates that Bellisio will continue
to focus on cost management efforts and organic growth initiatives
to partially offset these cost pressures.

The ratings could be downgraded if the company's profitability
materially declines, resulting in a Debt-to-EBITDA ratio
consistently above 5.0x, or if the liquidity profile deteriorates.
Potential causes include the tightening of margins as a result of
its inability to pass through large commodity cost increases or
significant missteps in implementing new product initiatives.

Upward ratings momentum is currently viewed as unlikely prior to a
sustained reduction in leverage to 3.0x, given Moody's view that
the company's rating is limited by its scale and product
diversification relative to other packaged food companies as well
as its private equity ownership.

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

Bellisio Foods, Inc. produces more than 200 frozen entrees and
snacks in the value segment under the Michelina's brand, including
Authentico, Traditional, Lean Gourmet and Zap'Ems Gourmet. In
addition, the company generates roughly 20% of its revenues from
producing co-packed and private label frozen foods. Revenues for
the twelve months ending October 9, 2011 were approximately $313
million. The company is being acquired by private equity firm
Centre Partners, LLC.


BERNARD L. MADOFF: Trustee Has Expedited Appeal on JPMorgan Suit
----------------------------------------------------------------
The trustee chasing down cash for Bernard Madoff's swindled
investors has won the right to quickly appeal a ruling that
slashed much of nearly $20 billion in claims against J.P. Morgan
Chase & Co.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that because U.S. District Judge Colleen McMahon didn't
dismiss the entire complaint, trustee Irving Picard wasn't
entitled to appeal immediately.  Mr. Picard wanted an appeal
because another district judge dismissed the same type of claims
against HSBC Holdings Plc.

Mr. Rochelle relates that to gain entitlement for an appeal now
without awaiting conclusion of the remainder of the case, JPMorgan
and Mr. Picard petitioned for the entry of final judgment on the
dismissed claims.  Judge McMahon obliged, having the clerk enter
judgment from which an appeal can be taken.  In her own
handwriting, Judge McMahon wrote on the court record that both
parties will seek an expedited appeal to the circuit court.  The
remainder of the suit in bankruptcy court will be put on hold
until the appeal is decided.

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

                      About Bernard L. Madoff

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

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

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

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

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

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

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BORDERS GROUP: Jefferies Entitled to $250T Liquidation Fee
----------------------------------------------------------
Bankruptcy Judge Martin Glenn said Jefferies & Company, Inc., is
entitled to a $250,000 liquidation fee for its services as
investment banker and financial advisor to Borders Group Inc.
Judge Glenn approved Jefferies' final application for allowance of
fees and expenses rendered from Feb. 16, 2011 through Aug. 31,
2011, subject to adjustment as agreed upon with the United States
Trustee.

Jefferies sought final allowance of $2,291,889.88 in fees, plus
reimbursement of $26,669.69 in actual and necessary expenses.
Upon the U.S. Trustee's objection, Jefferies agreed to forgo its
$200,000 monthly fee for August 2011 and reduce its request for a
liquidation fee by $250,000.  Based upon the $450,000 aggregate
reduction in fees sought, the U.S. Trustee did not object to
Jefferies' Final Fee Application.  The Debtors support approval of
the Final Fee Application, as modified by the U.S. Trustee deal.

The Official Committee of Unsecured Creditors objected to
Jefferies' monthly fee statement for the period July 1 through 31,
2011.  The crux of the Committee's argument is that Jefferies is
not entitled to any amount as a liquidation fee provided by the
Jefferies Engagement Letter and the order approving Jefferies'
employment because Jefferies did not materially contribute to, run
or market a sale of the Debtors' assets.  Additionally, the
Committee asserts that the Jefferies Retention Order is unclear
and does not reflect the intent of the Committee as negotiated.

However, Judge Glenn held that the terms of the Jefferies
Retention Order are clear and unambiguous, and, therefore, the
Committee cannot support its argument with the parole evidence it
has submitted in support of its Objection.  Counsel for the
Committee and Jefferies agreed at the Hearing that Jefferies "ran
a sale process" with respect to the Debtors' assets;
unfortunately, it did not culminate in a going-concern sale.  But,
under the terms of the Jefferies Retention Order and Engagement
Letter, Jefferies is entitled to allowance of the Liquidation Fee,
subject to the reductions agreed upon with the U.S. Trustee, Judge
Glenn said.

A copy of Judge Glenn's Dec. 5, 2011 Memorandum Opinion is
available at http://is.gd/Fujafhfrom Leagle.com.

Thomas A. Labuda, Jr., Esq. -- thomas.labuda@snrdenton.com -- at
SNR DENTON, represents Jefferies & Company, Inc.

                       About Borders Group

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

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

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

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

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

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

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

The Court will convene a hearing to consider confirmation of the
Liquidating Plan on Dec. 20, 2011.

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


BOZEL S.A.: U.S. Trustee Appoints 3-Member Creditors' Panel
-----------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, 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 Bozel S.A.

The Creditors Committee members are:

       1. 1553283 Ontario Inc.
          331 Robinson Street
          Oakville, Ontario
          Canada L6JHI
          Tel: (416) 817-0580
          ATTN.: Benjamin W. Penman, President

       2. Benjamin Alon Shaw
          156 Barnstable Road
          Thorpe Bay
          Southend Essex SS1 3PP
          United Kingdom
          Tel: 011-44-17025-86851

       3. Eastveld Realties Canada Corp.
          2 Westmount Square, Suite 207
          Westmount, Quebec
          Canada H3Z2S4
          E-mail: ercc@eastveld.com
          Attn.: Christopher A. Eastveld

                        About Bozel S.A.

Bozel S.A. is a company limited by shares (a 'societe anonyme"or
('s.A.") organized under the Grand Duchy of Luxembourg, and
registered with the Luxembourg Trade and Companies Register under
the number B107769.  Bozel is a holding company which, at the time
of its Chapter 11 filing, owned substantially all of the stock in
Bozel Mineracao, S.A. (organized in Brazil) ("Bozel Brazil") and
Bozel Europe S.A.S. (organized in France) ("Bozel Europe"), and
continues to own Bozel, LLC (organized in the state of Florida).

Prior to the sale of Bozel Brazil and Bozel Europe to Japan Metals
& Chemicals, Co., Ltd. ("JMC"), Bozel S.A., through its three
operating subsidiaries on three continents, was a worldwide leader
in the sale of calcium silicon ("CaSi").  Immediately preceding
its filing for bankruptcy protection, Bozel S.A. sold over 40% of
the world's CaSi powder output.  Bozel Brazil produces primarily
CaSi and cored wire, which is an industry-preferred ingredient in
the production of high quality steel and steel alloys.  Bozel
Europe produces primarily cored wire.  Bozel, LLC, formerly
marketed and distributed in the United States the products
produced by Bozel Brazil.

Bozel S.A. is the sole member and manager of Bozel, LLC.

Bozel sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-11802) on April 6, 2010.  In its amended schedules, Bozel
disclosed US$41,134,010 in assets and US$47,365,036 in
liabilities.

Bozel, LLC, filed a separate petition for Chapter 11 (Bankr.
S.D.N.Y. Case No. 11-10033) on Jan. 10, 2011.

Allen G. Kadish, Esq., and Kaitlin R. Walsh, Esq., at Greenberg
Traurig, LLP, in New York, and Mark D. Bloom Esq., at Greenberg
Traurig, LLP, in Miami, represent the Debtors as counsel.

The two cases are jointly administered under Case No. 10-11802.


BOZEL S.A: Committee Retains Pick & Zabicki as Counsel
------------------------------------------------------
The Official Unsecured Creditors Committee of Bozel, SA, asks the
U.S. Bankruptcy Court for the Southern District of New York for
permission to retain Pick & Zabicki, LLP as counsel.

Upon retention, the firm will, among other things:

   a. advise the Committee with respect to its rights, duties, and
      powers in the Chapter 11 case;

   b. assist and advise the Committee in its consultations with
      Debtor relative to the administration of the case; and

   c. assist the Committee in analyzing the claims of the Debtor's
      creditors and in negotiating with such creditors.

Douglas J. Pick, a lawyer of Pick & Zabick, attests that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The firm's rates are:

       Personnel                       Rates
       ---------                       -----
       Partners                       $300-$425
       Associates                       $250
       Paraprofessionals                $125

                        About Bozel S.A.

Bozel S.A. is a company limited by shares (a 'societe anonyme"or
('s.A.") organized under the Grand Duchy of Luxembourg, and
registered with the Luxembourg Trade and Companies Register under
the number B107769.  Bozel is a holding company which, at the time
of its Chapter 11 filing, owned substantially all of the stock in
Bozel Mineracao, S.A. (organized in Brazil) ("Bozel Brazil") and
Bozel Europe S.A.S. (organized in France) ("Bozel Europe"), and
continues to own Bozel, LLC (organized in the state of Florida).

Prior to the sale of Bozel Brazil and Bozel Europe to Japan Metals
& Chemicals, Co., Ltd. ("JMC"), Bozel S.A., through its three
operating subsidiaries on three continents, was a worldwide leader
in the sale of calcium silicon ("CaSi").  Immediately preceding
its filing for bankruptcy protection, Bozel S.A. sold over 40% of
the world's CaSi powder output.  Bozel Brazil produces primarily
CaSi and cored wire, which is an industry-preferred ingredient in
the production of high quality steel and steel alloys.  Bozel
Europe produces primarily cored wire.  Bozel, LLC, formerly
marketed and distributed in the United States the products
produced by Bozel Brazil.

Bozel S.A. is the sole member and manager of Bozel, LLC.

Bozel sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-11802) on April 6, 2010.  In its amended schedules, Bozel
disclosed US$41,134,010 in assets and US$47,365,036 in
liabilities.

Bozel, LLC, filed a separate petition for Chapter 11 (Bankr.
S.D.N.Y. Case No. 11-10033) on Jan. 10, 2011.

Allen G. Kadish, Esq., and Kaitlin R. Walsh, Esq., at Greenberg
Traurig, LLP, in New York, and Mark D. Bloom Esq., at Greenberg
Traurig, LLP, in Miami, represent the Debtors as counsel.

The two cases are jointly administered under Case No. 10-11802.


CAPMARK FINANCIAL: Goldman Alleges Forum-Shopping in $147M Suit
---------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that Goldman Sachs
Group Inc. told a New York federal judge on Wednesday that Capmark
Financial Group Inc.'s lawsuit seeking $147 million from it over
alleged preferential transfers belongs in Delaware bankruptcy
court, where the claims have already met with little enthusiasm.

According to Law360, Goldman argued in a filing to the judge that
Capmark inappropriately brought the suit in federal district court
in a "naked attempt to forum-shop, client-swap and obtain a second
bite at the apple."

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provided financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases tapped Kramer Levin Naftalis & Frankel LLP as
its counsel and JR Myriad LLC as its commercial real estate
business advisors.  The Committee also retained Cutler Pickering
Hale and Dorr LLP as its attorneys for the special purpose of
providing legal services in connection with Federal Deposit
Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  Protech estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.  In April 2011, Greenline Ventures LLC completed the
acquisition of the New Markets Tax Credit division of Capmark
Financial Group Inc.  Since inception of the NMTC program,
Capmark's NMTC division has closed over $1.1 billion of NMTC
investment funds and financed over $2.5 billion of projects and
businesses in low income communities nationwide.


CARBON RESOURCES: Can Sell Substantially All Assets to Delta Coal
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Mexico
authorized Carbon Resources, LLC, to sell substantially all of its
assets to Delta Coal Fund PTY LTD ACN 149 580 085 or its assignee,
under the terms of that certain Asset Purchase Agreement, dated
Sept. 12, 2011.

As reported in the Troubled Company Reporter on Oct. 17, 2011, the
Debtor's Plan provides for the sale of its coal mine for
$25 million and to pay the creditors in full.  The sales price
will be paid in three payments over the next three years.

The sale will also include certain assets of its non-debtor
affiliate Western Reserve Coal Company Incorporated, a Nevada
corporation, that will be transferred to the Debtor at or prior to
closing.

The Debtor related that no other person or entity or group of
persons or entities has offered to purchase the assets for an
amount that would give equal or greater economic value to the
Debtor, WRCC or their respective estates than the value being
provided by the purchaser.

The Debtor, WRCC and the purchaser agreed that the net proceeds
attributable to the sale of Carbon Resources' collateral to
purchaser is and will at all times remain substantially in excess
of the amount of PCM Venture II, LLC's allowed secured claim,
including the additional attorneys' fees.

PCM has an allowed secured claim in the amount of:

   1) $3,000,000 in original principal, plus accrued and
capitalized interest;

   2) $115,972 in postpetition attorneys' fees and costs to
PCM's lead counsel, Snell & Wilmer, as of Oct. 31, 2011; plus

   3) $13,296 in postpetition attorneys' fees and costs to
PCM's local counsel, Rodey, Dickason, Sloan, Akin & Robb, as of
Oct. 31, 2011; and plus

   4) All reasonable attorneys' fees and costs incurred by PCM's
lead counsel, Snell & Wilmer, and incurred by PCM's local
counsel, Rodey, Dickason, Sloan, Akin & Robb, from and after
Nov. 1, 2011, both to the date of receipt by PCM of full
payment of PCM's Allowed Secured Claim; minus

   5) All postpetition adequate protection payments received by
PCM, which will be applied against the claim in accordance with
the loan documents.

The Debtor noted that PCM's objections to the sale were resolved
and PCM's allowed secured claim will be paid in full at, and as a
condition of, closing of the sale to purchaser authorized by this
sale order, as: (i) except for the additional attorneys' fees,
PCM's allowed secured claim (or discounted claim if payment is
received by PCM on or before Dec. 1, 2011) will be paid in full at
and from closing by wire transfer to PCM; and (ii) the Debtor and
WRCC will escrow 300% of PCM's good faith estimate of the
additional attorneys' fees in a separate escrow account, and PCM's
valid and perfected first priority liens in the Carbon Resources
collateral will attach to the escrow pending a stipulation or
determination of the actual amount of the additional attorneys'
fees.

PCM's lien in the Membership Interest Collateral will be deemed
unconditionally released, discharged and terminated upon payment
of PCM's allowed secured claim. Upon payment in full of PCM's
allowed secured claim, PCM's lien in the proceeds of the sale of
the Carbon Resources Collateral being sold pursuant to the sale
order and the purchase agreement and on all of PCM's other
collateral under the loan documents will be deemed unconditionally
released, discharged and terminated.

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

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

                    About Carbon Resources LLC

Sandia Park, New Mexico-based Carbon Resources LLC, a Nevada
limited liability company, owns a leasehold interest in an
approximately 5,060 acre coal lease near Scofield, Utah.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. N.M.
Case No. 10-16104) on Dec. 10, 2010.  M.J. Keefe, Esq., at Gilpin
& Keefe, PC, and the law firm of James M. LaGanke P.L.L.C., serve
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $22,210,696 in assets and $5,416,004 in liabilities as
of the Petition Date.


CHRISTIAN BROTHERS: Panel Taps Paul Richler as Insurance Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of The Christian Brothers' Institute, et al., asked the U.S.
Bankruptcy Court for the Southern District of New York for
permission to retain Law Offices of Paul A. Richler as special
insurance counsel.

Richler will advise the Committee regarding these matters, among
other things:

   a. insurance issues relating to any proposed plan of
      reorganization, mediation, or settlement discussion;

   b. negotiations with insurance companies having potential
      liability for the Debtors' tortious acts; and

   c. a broad range of insurance issues, including, but not
      limited to, triggers for insurance coverage for sex abuse,
      limits of coverage, calculation of the number of occurrences
      of sex abuse, expected or intended defenses, and other
      insurance defenses.

Mr. Richler's standard hourly rate for representations related to
abuse survivors is $650.  The firm periodically adjusts its rates
to reflect economic and other conditions, however, the firm does
plan on increasing its rates in the bankruptcy cases until January
2013.

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

The Committee set a Dec. 8, 2011, hearing at 12:00 p.m. to
consider its retention of special insurance counsel.  Objections,
if any, are due Dec. 7, at 12:00 p.m.

              About The Christian Brothers' Institute

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
In its schedules, The Christian Brothers' Institute disclosed
assets of $63,418,267 and liabilities of $8,484,853 as of the
Petition Date.  In its schedules, CBOI discloses assets of
$1,091,084 and liabilities of $3,622,500 as of the Petition Date.

Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New
York, serves as the Debtors' bankruptcy counsel.  The Debtors
tapped McInnes Cooper as their special Canadian litigation
counsel; Re/Max "10" as its real estate broker; Omni Management
Group as (i) claims, noticing and balloting agent, and (ii)
administrative agent.

On May 11, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  The Committee retained Pachulski Stang
Ziehl & Jones LLP as counsel.  No trustee has been appointed.


CITIZENS CORP: Wants Lenders Punished Over FiData Control
---------------------------------------------------------
Citizens Corporation is asking the Bankruptcy Court to hold
lenders Tennessee Commerce Bank and Legends Bank in contempt and
award the Debtor sanctions for the lenders' violation of the
automatic stay under 11 U.S.C. Sec. 362(a).

The Debtor accuses TCB of improper attempts to exercise control
over property of the estate in the guise of voting the Debtor's
shares in Financial Data Technology Corporation.  FiData is a
subsidiary of Citizens in the business of providing information
technology and other back-office services to a large number of
banks in middle Tennessee.  As part of a $22.5 million loan
agreement between Citizens and TCB, Citizens pledged its shares in
FiData as collateral to secure the obligation.  After alleging a
default by Citizens, TCB asserted its purported right under a
Pledge and Security Agreement between the parties to exercise
voting rights over the FiData stock.  TCB used these voting rights
to remove the existing board and instead appoint and install its
own hand-picked director of FiData.  Since that appointment, TCB
has improperly directed the operations of FiData for the sole
benefit of TCB and to the detriment of FiData, FiData's customers,
Citizens, and other related entities.

The Debtor argued that, as a direct result of TCB's self-
interested actions, the value of FiData is being damaged and the
Debtor's only possible economic engine to pay creditors is being
crippled.  The Debtor also alleged TCB has indicated its intention
to continue leeching funds from FiData, Citizens' most important
asset, notwithstanding the filing of the bankruptcy case.  If this
continues, the Debtor said FiData will be out of business,
Citizens' reorganization efforts will be hindered, and the
operations of a number of banks in Middle Tennessee will be
disrupted.

The Debtor also said that with the bankruptcy filing, Citizens
asked TCB to cease and desist exercising control over Citizen's
property (the stock of FiData).  In a letter dated Nov. 29, 2011,
TCB refused, and advised Citizens for the first time that Legends
Bank is now the lead bank.  Citizens then asked Legends Bank to
confirm that it is now the lead bank and similarly to cease and
desist, but Legends Bank has not responded.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II presides over the case.  Robert J.
Mendes, Esq., at MGLAW, PLLC, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Marion Ed Lowery, a former owner of Peoples
State Bank of Commerce of Nolensville and various other entities,
serves as chairman of the company.  He signed the Chapter 11
petition.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq. -- dhouston@burr.com -- at Burr & Forman LLP.
Counsel to Legends Bank may be reached at dsmall@nashvillelaw.net


CITIZENS CORP: Initial Conference Scheduled for Dec. 8
------------------------------------------------------
The Bankruptcy Court will hold an initial conference in Citizens
Corp.'s bankruptcy case on Dec. 8, 2011, at 2:30 p.m.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II presides over the case.  Robert J.
Mendes, Esq., at MGLAW, PLLC, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Marion Ed Lowery, a former owner of Peoples
State Bank of Commerce of Nolensville and various other entities,
serves as chairman of the company.  He signed the Chapter 11
petition.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq. -- dhouston@burr.com -- at Burr & Forman LLP.
Counsel to Legends Bank may be reached at dsmall@nashvillelaw.net


CITIZENS CORP: Sec. 341 Creditors' Meeting Set for Jan. 5
---------------------------------------------------------
The United States Trustee will convene a meeting of creditors in
the bankruptcy case of Citizens Corporation on Jan. 5, 2012, at
1:00 p.m. at Customs House, 701 Broadway, Room 100, in Nashville,
Tennessee.  The last day to file complaint to determine
dischargeability of certain debts is March 5, 2012.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II presides over the case.  Robert J.
Mendes, Esq. -- rjm@mglaw.net -- at MGLAW, PLLC, serves as the
Debtor's counsel.  In its petition, the Debtor estimated $10
million to $50 million in assets and debts.  Marion Ed Lowery, a
former owner of Peoples State Bank of Commerce of Nolensville and
various other entities, serves as chairman of the company.  He
signed the Chapter 11 petition.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq. -- dhouston@burr.com -- at Burr & Forman LLP.
Counsel to Legends Bank may be reached at dsmall@nashvillelaw.net


CIVIC PARTNERS: Must Respond to Bank's Document Request
-------------------------------------------------------
Chief Bankruptcy Judge Thad J. Collins granted a request by First
National Bank to compel Civic Partners Sioux City, LLC, to answer
to interrogatories and respond to request for production of
documents.  The Court, however, denied the Bank's request for
attorney fees and legal expenses incurred in filing the motion.

Pre-bankruptcy, First National Bank brought a foreclosure action
against the Debtor in the Iowa District Court for Woodbury County.
The Debtor asserted a counterclaim, alleging the Bank tortiously
interfered with the Debtor's right to collect rent from Main
Street Theatres, a current occupant of the Debtor's property.

A copy of the Court's Dec. 2, 2011 Order is available at
http://is.gd/A4eVMSfrom Leagle.com.

Civic Partners Sioux City, LLC, based in Huntington Beach,
California, filed for Chapter 11 bankruptcy (Bankr. N.D. Iowa Case
No. 11-00829) on April 14, 2011.  A. Frank Baron, Esq. --
afbaron@baronsar.com -- at Baron, Sar, Goodwin, Gill & Lohr,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Steven P. Semingson, managing member.


CLEARWIRE CORP: Amends 4G MVNO Agreement with Sprint Spectrum
-------------------------------------------------------------
Clearwire Communications LLC, and Sprint Spectrum L.P., entered
into an amendment of the 4G MVNO Agreement, dated Nov. 28, 2008,
by and among Clearwire Communications, Comcast MVNO II, LLC, TWC
Wireless, LLC, BHN Spectrum Investments, LLC and Sprint Spectrum
L.P. d/b/a Sprint, as amended on April 18, 2011.  Pursuant to the
November 2011 Amendment, certain provisions of the 4G MVNO
Agreement were amended, including among other things:

   * Sprint Spectrum agreeing to pay $925,875,000 for unlimited
     WiMAX service usage in calendar years 2012 and 2013 for
     resale to Sprint Spectrum's retail customers.  That payment
     can be reduced or eliminated by any one or more of the
     following (1) critical service outages; (2) termination of
     the 4G MVNO Agreement or (3) a sale or reduction in size of a
     market.

   * Sprint Spectrum agreeing to a prepayment of up to
     $350,000,000 for LTE service, payable in installments,
     portions of which prepayment is conditioned upon and
     triggered by another reseller making a either a prepayment
     commitment or a "take-or-pay" commitment to Clearwire
     Communications for LTE service or Clearwire Communications
     achieving certain specified LTE deployment targets and
     network specifications.  The amount and nature of the
     prepayment is subject to reduction in certain circumstances,
     including in the event that Clearwire Communications fails to
     meet initial LTE deployment build targets by June 30, 2013,
     or if Clearwire fails to meet certain network specifications.
     Clearwire Communications is required to refund upon Sprint
     Spectrum's request any unused portion of the prepayment if it
     does not complete certain specified build targets by Dec. 31,
     2014.

   * Clearwire Communications offering separate tiered pricing for
     WiMAX service and LTE service, with new per gigabyte usage
     rates for each service, and the elimination of device minimum
     fees after calendar year 2011.

-- Commitment Agreement

On Nov. 30, 2011, Clearwire Corporation and Clearwire
Communications, a subsidiary of the Company, entered into a
commitment agreement with Sprint Nextel Corporation and Sprint
HoldCo, LLC.  Pursuant to the Commitment Agreement, should the
Company and Clearwire Communications consummate an equity offering
which generates gross proceeds of at least $400,000,000, Sprint
HoldCo, LLC, agrees to exercise its preemptive rights under the
Equityholders' Agreement, dated as of Nov. 28, 2008, by and among
the Company and the Equityholders, as amended, and to commit to
purchase securities representing Sprint HoldCo, LLC's preemptive-
rights pro rata share of the securities issued in such an
offering.  Should the Company and Clearwire Communications
consummate an equity offering which generates gross proceeds above
$700,000,000, Sprint HoldCo, LLC, agrees to exercise its
preemptive rights and to commit to purchase its preemptive-rights
pro rata share of the securities issued in such an offering with
respect to the first $700,000,000 of securities issued, and, with
respect to any amount of securities issued in excess of
$700,000,000, Sprint HoldCo, LLC, may exercise all or any part of
its preemptive rights to purchase its pro rata share of such
securities.  The terms of the Commitment Agreement provide that
Sprint HoldCo, LLC, will receive at least the same rights received
by any other participant in any such equity offering.

The Commitment Agreement can be terminated under a number of
circumstances, including: (i) upon the mutual written agreement of
the parties thereto, (ii) if the equity offering resulting in
gross proceeds of at least $400,000,000 has not been consummated
by Sept. 30, 2012, or (iii) upon written notice of either Sprint
or Sprint HoldCo, LLC, on the one hand, or the Company or
Clearwire Communications, on the other hand, following a material
breach of the Commitment Agreement or 4G MVNO Agreement by the
other party.

-- Letter Agreement

On Nov. 30, 2011, the Company and Clearwire Communications entered
into a letter agreement with Sprint and Sprint HoldCo, LLC,
pursuant to which Sprint and Sprint HoldCo, LLC, agreed that upon
the exercise of their preemptive rights as contemplated by the
Commitment Agreement, Sprint and Sprint HoldCo, LLC, will purchase
only shares of Class B Common Stock of the Company and a
corresponding number of Class B Units in Clearwire Communications
LLC and will not take any action, or exercise any right, to cause
such shares to be converted into shares of Class A Common Stock of
the Company, unless and until the Charter Amendment, as described
above, becomes effective.  In addition, the Company and Clearwire
Communications agree that they will use commercially reasonable
best efforts to cause the Charter Amendment to become effective as
soon as reasonably practicable.

-- Promissory Note

Under the terms of the Commitment Agreement, Sprint has agreed to
loan to Clearwire Communications an aggregate principal amount of
$150,000,000 on Jan. 3, 2012, pursuant to a promissory note to be
issued by Clearwire Communications.  The Promissory Note will bear
interest of 11.50% per annum.  An aggregate principal amount of
$75,000,000 of the Promissory Note matures on Jan. 2, 2013, and
the remaining $75,000,000 principal amount matures on Jan. 2,
2014.  In the case of an event of default, the Promissory Note
will bear additional interest of 11.50% per annum.  If not
previously paid, Sprint may offset the amounts payable by
Clearwire Communications under the Promissory Note against
payments then due by Sprint to Clearwire Communications under the
4G MVNO Agreement.

-- Sprint/Clearwire Release

On Nov. 30, 2011, the Company and Clearwire Communications entered
into a Settlement and Release Agreement with Sprint, Sprint
Spectrum L.P. and Sprint HoldCo, LLC.  In consideration for the
modifications to the 4G MVNO Agreement contained in the November
2011 Amendment, and in consideration for entering into the
Commitment Agreement, the parties to the Sprint/Clearwire Release
agree to fully settle and resolve certain actual and potential
claims and disputes, including, but not limited to, disputes and
potential claims arising out of or relating to the Equityholders'
Agreement and the 4G MVNO Agreement, and otherwise in connection
with alleged duties and obligations to the Company, Clearwire
Communications and their respective members and equityholders.

A full-text copy of the Commitment Agreement is available at:

                        http://is.gd/UnGexf

A full-text copy of the Letter Agreement is available at:

                        http://is.gd/N66bfy

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

                        http://is.gd/Cv3hbU

                    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."


CLEARWIRE CORP: Intends to Offer $300 Million of Class A Shares
---------------------------------------------------------------
Clearwire Corporation plans to offer $300.0 million of its Class A
Common Stock in a registered public offering.  Clearwire also
expects to grant the underwriters a 30-day option to purchase up
to an additional $45.0 million of its Class A Common Stock.

Sprint Nextel Corporation has agreed to exercise its pro rata
preemptive rights with respect to the offering and that upon such
exercise, Sprint will purchase, in a separate, private
transaction, only shares of the Company's Class B Common Stock and
a corresponding number of Class B Common Interests in Clearwire's
wholly-owned subsidiary, Clearwire Communications, LLC.

The company plans to use the net proceeds for general corporate
and working capital purposes, including the deployment of mobile
4G LTE technology alongside the mobile 4G WiMAX technology
currently on its network and for the operation and maintenance of
its networks.

J.P. Morgan, BofA Merrill Lynch and Jefferies & Company are acting
as joint book-running managers for the proposed offering.

The offering is being made pursuant to an effective shelf
registration statement filed with the Securities and Exchange
Commission.  The offering will be made only by means of the
written prospectus and prospectus supplement that form a part of
the registration statement.  A copy of the prospectus and
prospectus supplement related to the offering may be obtained by
contacting: J.P. Morgan, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, New York 11717, or by calling toll-
free at 1-866-803-9204, or BofA Merrill Lynch, 4 World Financial
Center, New York, New York, 10080, Attn: Prospectus Department or
by email at dg.prospectus_requests@baml.com, or Jefferies &
Company, Equity Syndicate Prospectus Department, at 520 Madison
Avenue, 12th Floor, New York, NY 10022, at 877-547-6340 and at
Prospectus_Department@Jefferies.com.

This press release will not constitute an offer to sell, or the
solicitation of an offer to buy, nor will there be any sale of the
securities in any jurisdiction in which that offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.

                   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."


CREDITRON FINANCIAL: Sold to Y&B for $600T; Closing Date on Jan. 3
------------------------------------------------------------------
Ed Palatella at Erie Times-News reports that Y & B Holdings LLC
successfully tendered a purchase price of $600,000 for Telatron
Marketing Group Inc. at auction in U.S. Bankruptcy Court in Erie
on Nov. 10, 2011.

According the report, Y & B, the sole bidder for Telatron, is
scheduled to close on the sale on Jan. 3, 2012.  The purchase
agreement, which Chief U.S. Bankruptcy Judge Thomas P. Agresti
approved Nov. 10, 2011, set the initial closing date for Dec. 1,
2011, with an alternate date of Jan. 3, 2012.

The report says, in opting for the later date, Y & B must pay half
on any losses Telatron experiences in December 2011.

The report adds that proceeds from the sale will go to Telatron's
creditors, none of which will be made whole.

Based in Erie, Pennsylvania, Creditron Financial Corporation dba
Teletron Marketing Group Inc. filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Penn. Case No.: 08-11289) on July 3, 2010.
Stephen H. Hutzelman, Esq., Plate Shapira Hutzelman Berlin May, et
al., represents the Debtor.  The Debtor's financial condition as
of July 3, 2008, showed $3 million in total assets, and
$4.8 million in total debts.


CROATAN SURF: Hires Village Realty as Real Estate Broker
--------------------------------------------------------
Croatan Surf Club, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina to employ Robert O. Oakes, Jr.
of Village Realty & Management Services, Inc., as real estate
broker.

The Debtor owns 35 residential units.

Upon retention, the broker will, among other things:

   a. advertise the said property at the broker's expense,

   b. show property to interested parties, and

   c. represent the estate as seller in connection with the sale
      of the property.

Mr. Oakes, Jr., will be paid a sum not to exceed the 5.5% of the
gross sales price.

Village Realty & Management Services attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                     About Croatan Surf

Kill Devil Hills, North Carolina-based Croatan Surf Club, LLC,
is the owner of 35 residential condominium units at a development
in Dare County, North Carolina known as Croatan Surf.  It filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 11-
00194) on Jan. 10, 2011.  Walter L. Hinson, Esq., at Hinson &
Rhyne, P.A., in Wilson, N.C., serve as counsel to the Debtor.
Kevin J. Silverang, Esq., and Philip S. Rosenzweig, Esq., at
Silverang & Donohoe, LLC, in St. Davids, Pa., serve as co-counsel
to the Debtor.  No creditors committee has been formed in the
case.  In its schedules, the Debtor disclosed $26,151,718 in
assets and $19,350,000 in liabilities.


D&B SWINE: Stern Limits Court's Role in Contract Dispute
--------------------------------------------------------
Bankruptcy Judge J. Rich Leonard is limiting his involvement in
the lawsuit, D&B SWINE FARMS, INC., v. MURPHY-BROWN, L.L.C., and
SMITHFIELD FOODS, INC., Adv. Proc. No. Case No. 09-00160 (Bankr.
E.D.N.C.), in view of the Supreme Court's decision in Stern v.
Marshall, 564 U.S. ___, 131 S.Ct. 2594 (2011).

In a Dec. 2, 2011 Order available at http://is.gd/MhvKrJfrom
Leagle.com, Judge Leonard said the Bankruptcy Court has the
authority to hear all of D&B's claims, but only to enter proposed
findings of fact and conclusions of law.  Judge Leonard sent the
claims for breach of the parties' Nursery Agreement and Sow
Agreement to arbitration.  All further proceedings in the lawsuit
are stayed pending the conclusion of arbitration.

The Court previously held that the claims for post-petition breach
of the Nursery Agreement and a Finishing Agreement were core
claims.  D&B argues that the "narrow" holding of Stern does not
impact the Court's capacity to hear and issue final judgment on
its claims against Murphy-Brown, and therefore, there is no reason
to deviate from the Court's conclusion set forth in a Jan. 22,
2010 order.  Murphy-Brown contends that after Stern, the Court no
longer has the authority to enter final judgment with respect to
any claims in the action, including the claims that the Court
previously found to be core, but instead, the Court will be
required to submit proposed findings of fact and conclusions of
law to the district court for consideration.

D & B Swine Farms, Inc. -- a farrow-to-finish swine farm operation
with an animal population of approximately 1,200 sows that did not
itself own the animals it raised, but instead provided nursery,
growing, and finishing services for other businesses -- sought
bankruptcy protection (Bankr. E.D.N.C. Case No. 09-0283) under
chapter 12 of the U.S. Bankruptcy Code on Apr. 6, 2009.  The case
subsequently was converted to a case under chapter 11.  The Debtor
sued (Bankr. E.D.N.C. Adv. Pro. No. 09-00160) Murphy-Brown,
L.L.C., and Smithfield Foods, Inc., after a dispute arose under
the terms of a postpetition depopulation plan under which the
animals were removed from the Debtor's premises.

The Debtor is represented by David J. Haidt, Esq., at Ayers, Haidt
& Trabucco, P.A., in New Bern, N.C.  The Defendants in the
Adversary Proceeding are represented by Robert A. Cox, Jr., Esq.
-- rcox@mcguirewoods.com -- at McGuire Woods, LLP, in Charlotte,
N.C.


DALE MARTIN: Court Rejects Bid to Dismiss Lee-Taylor Suit
---------------------------------------------------------
Bankruptcy Judge Mary Ann Whipple denied the defendant's request
to dismiss the lawsuit, Ella M. Lee-Taylor, v. Dale A. Martin,
Jr., Adv. Proc No. 11-3210 (Bankr. N.D. Ohio).  The Plaintiff
filed the Complaint to Determine the Dischargeability of Debt on
Oct. 13, 2011.  The genesis of the parties' dispute is a home
improvement project that the Plaintiff hired the Defendant to
perform in 2005 and that she asserts was never completed
notwithstanding payments she made to the Defendant.  The Plaintiff
is representing herself in the adversary proceeding.  The
documents she filed as her Complaint consisted of some handwritten
pages and a number of other loose pages and documents, all of
which the Court is treating as the Complaint.

The Defendant filed a motion to dismiss the Complaint, arguing
that the Plaintiff filed her own Chapter 7 bankruptcy case on
Sept. 10, 2005, but did not list any cause of action against the
Defendant in her bankruptcy filing papers.  Therefore, the
Defendant argues, not having disclosed a cause of action against
the Defendant in her own bankruptcy case, she is judicially
estopped from filing the dischargeability Complaint against the
Defendant in his bankruptcy case.

In her Dec. 5, 2011 Order available at http://is.gd/OYcC5Nfrom
Leagle.com, Judge Whipple denied the motion to dismiss without
prejudice to asserting the judicial estoppel defense again in a
different procedural context.

Dale A. Martin, Jr., filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Case No. 11-33622).


DEBUT BROADCASTING: Incurs $252,000 Net Loss in Third Quarter
-------------------------------------------------------------
Debut Broadcasting Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $252,477 on $154,244 of net revenue for the three
months ended Sept. 30, 2011, compared with net income of $100,326
on $566,743 of net revenue for the same period during the prior
year.

The Company reported a net loss of $29,359 on $4.76 million of
gross revenues for the year ended Dec. 31, 2010, compared with a
net loss of $419,593 on $4.34 million of gross revenues during the
prior year.

The Company also reported a net loss of $411,205 on $848,284 of
net revenue for the nine months ended Sept. 30, 2011, compared
with a net loss of $98,535 on $1.50 million of net revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.78 million in total assets, $3.61 million in total liabilities,
and $174,796 in total stockholders' equity.

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

                        http://is.gd/nbtp8A

                      About Debut Broadcasting

Debut Broadcasting Corporation, Inc. (OTC BB: DBTB) --
http://www.debutbroadcasting.com/-- is a radio broadcasting and
syndication company that produces and distributes syndicated radio
programming to radio stations in the United States and Canada.
The company maintains radio syndication in Nashville, Tenn., and
produces and distributes 15 radio programs, which are broadcasted
over approximately 1,400 radio station affiliates.  It owns and
operates five broadcast radio stations, which include WIQQ FM
102.3 MHz in Leland, WBAQ FM 97.9 MHz and WNIX AM 1330 kHz in
Greenville, and WNLA FM 105.5 MHz and WNLA AM 1380 kHz in
Indianola, Miss.  The company is based in Nashville, Tenn.

As reported by the TCR on April 6, 2011, Silberstein Ungar, PLLC,
in Bingham Farms, Michigan, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred losses from
operations, has a working capital deficit, and is in need of
additional capital to grow its operations so that it can become
profitable.


DELTA AIR: Reports $765-Mil. Profit in Third Quarter
----------------------------------------------------
Delta Air Lines reported on October 25, 2011, financial results
for the September 2011 quarter.  Key points include:

  * Delta's net income for the September 2011 quarter was $765
    million, or $0.91 per diluted share, excluding special
    items.

  * Delta's GAAP net income was $549 million, or $0.65 per
    diluted share, for the September 2011 quarter.

  * Strong top line revenue growth of 10% year over year helped
    offset the $1 billion impact of higher fuel prices.

  * Results include $167 million in profit sharing expense, in
    recognition of Delta employees' achievements toward meeting
    the company's financial targets, bringing total profit
    sharing expense for the year to date to $175 million.

  * The company ended the September 2011 quarter with $5.1
    billion in unrestricted liquidity.

"We are successfully adapting Delta to the challenging economic
environment by producing a solidly profitable quarter in the face
of $1 billion of fuel price pressure," said Richard Anderson,
Delta's chief executive officer.  "Delta people worldwide are
committed to building a leading global airline.  We are pleased
to recognize their contributions with $167 million this quarter
for our profit sharing program and we appreciate their hard
work."

                      Revenue Environment

Delta's operating revenue grew $866 million, or 10%, in the
September 2011 quarter compared to the September 2010 quarter.
Load factor increased to 86.1%, with traffic flat on a 1%
decrease in capacity.

  * Passenger revenue increased 10%, or $793 million, compared
    to the prior year period.  Passenger unit revenue (PRASM)
    increased 11%, driven by an 11% improvement in yield.

  * Cargo revenue increased 13%, or $30 million, on higher cargo
    yields.

  * Other revenue increased 5%, or $43 million, from higher
    third-party maintenance revenue.

    Comparisons of revenue-related statistics are as follows:

                                   Increase(Decrease)
                                    3Q11 versus 3Q10
                             -------------------------------
                             Change  Unit
Passenger Revenue   2Q11 ($M)  YOY   Revenue  Yield  Capacity
                   -----------------------------------------
Domestic             $3,536    10%    12%      10%       (2%)
Atlantic              1,796     6%    10%      10%       (4%)
Pacific               1,073    22%     7%      12%       14%
Latin America           452    14%    13%      12%        1%
                   -------
Total mainline        6,857    11%    11%      11%        0%
Regional              1,711     9%    12%      10%       (3%)
                   -------
Consolidated          8,568    10%    11%      11%       (1%)

"Our September quarter passenger unit revenue increase of 11%
from prior year, a revenue premium to the industry, demonstrates
that our plan is working," said Ed Bastian, Delta's president.
"Corporate travel demand remains strong.  With continued capacity
discipline, coupled with improvements we are making in our
product and service, we are well positioned to deal with the
impact of today's high fuel prices and an uncertain economy."

                        Cost Performance

In the September 2011 quarter, Delta's total operating expense
increased $1 billion year over year.  Higher fuel prices
increased fuel expense by $1 billion, which was partially offset
by $97 million of settled fuel hedge gains.  The remaining year-
over-year cost increase includes $65 million of higher revenue-
related expenses and $40 million of foreign exchange impact.

Excluding mark to market adjustments, Delta's average fuel
price(2) was $3.09 per gallon for the September quarter, an 80
cent, or 35%, increase over the prior year.  The September
quarter 2011 price included 9 cents per gallon in settled gains
from its fuel hedging program.

Consolidated unit cost (CASM), excluding fuel expense, profit
sharing and special items, was 3.3% higher in the September 2011
quarter on a year-over-year basis.

Non-operating expense includes a $31 million loss on foreign
exchange translations.

On a GAAP basis, the company's fuel price (including non-cash
mark to market adjustments) was $3.29 per gallon and its
consolidated CASM increased 13.5%.

"We are beginning to gain traction with our cost reduction
initiatives, slowing September quarter non-fuel cost growth to 3%
on a 1% decline in capacity," said Hank Halter, Delta's chief
financial officer.  "With the initiatives we have in place, we
remain on track to bring our non-fuel unit costs modestly above
2010 levels in the fourth quarter despite a significant reduction
in capacity."

                       Liquidity Position

As of September 30, 2011, Delta had $5.1 billion in unrestricted
liquidity, including $3.3 billion in cash and short-term
investments and $1.8 billion in undrawn revolving credit
facilities.

Cash used in operations during the September 2011 quarter was
$100 million, as the normal seasonal decline in advance ticket
sales was partially offset by the company's profitability.

Capital expenditures during the quarter were $220 million,
including $195 million in aircraft, parts and modifications.

At September 30, 2011, Delta's adjusted net debt was $14.0
billion.  The company remains on track to achieve its $10 billion
adjusted net debt target in 2013.

                       Company Highlights

Delta has a strong commitment to its employees, customers and the
communities it serves.  Key accomplishments since July include:

  * Earning the top ranking in Business Travel News Annual
    Airline Survey, including the highest ratings from corporate
    travel buyers in five of 10 categories, and the award for
    "Best Airline - Business" from Recommend Magazine, a leading
    travel agent publication;

  * Achieving top-tier operational performance in baggage
    service, on-time arrivals and completion factor, which
    helped drive a 40% reduction in U.S. Department of
    Transportation customer complaints.  Based on their
    exceptional operational and service performance, Delta
    employees have earned $33 million in Shared Rewards this
    year;

  * Placing an order for 100 Boeing 737-900ER aircraft for
    delivery between 2013 and 2018.  These aircraft will allow
    Delta to replace older technology aircraft, improving the
    company's profitability while providing customers with an
    industry-leading, on-board experience;

  * Continuing efforts to be the airline of choice in New York
    with improved products, services and facilities.  The
    company was recently granted final DOT approval for its
    planned acquisition of 132 slot pairs at New York-La
    Guardia, which will allow it to increase service out of New
    York.  In addition, the company continues construction on a
    state of the art international facility at New York-JFK's
    Terminal 4, which is slated to open in the spring of 2013;

  * Announcing plans to enter into a long-term, exclusive
    commercial alliance with Aeromexico, linking Delta's network
    with Mexico's flagship carrier. As part of the agreement,
    Delta will invest $65 million in Aeromexico;

  * Supporting the Breast Cancer Research Foundation through
    Delta's signature pink plane, a Boeing 767-400 featuring the
    BCRF's pink ribbon logo.  During its support of the program,
    Delta has raised over $3.5 million for BCRF.

                         Special Items

Delta recorded special items totaling a $216 million charge in
the September 2011 quarter, primarily related to mark to market
adjustments for open fuel hedges settling in future periods.
These open hedges will continue to fluctuate in value and Delta
will record future changes in market value until the hedges
settle.

Delta recorded $566 million in special items in the September
2010 quarter, including a $360 million charge for loss on
extinguishment of debt;  $153 million in costs related to the
Comair fleet reduction; and $53 million in merger-related
expenses.

                 December 2011 Quarter Guidance

Delta's projections for the December 2011 quarter are:

                                           4Q 2011 Forecast
                                             ----------------
Fuel price, including taxes and hedges           $2.98
Operating margin                                 5 - 7%
Capital expenditures                          $350 million
Total liquidity at end of period              $5.0 billion

                                           4Q 2011 Forecast
                                        (compared to 4Q 2010)
                                        ---------------------
Consolidated unit costs - excluding
fuel expense                               Flat to Up 2 %

System capacity                                Down 4 - 5%
    Domestic                                  Down 3 - 5%
    International                             Down 4 - 6%

                         Other Matters

Included with Delta's press release are unaudited Consolidated
Statements of Operations for the three and nine months ended
Sept. 30, 2011 and 2010; a statistical summary for those periods;
selected balance sheet data as of Sept. 30, 2011 and Dec. 31,
2010; and a reconciliation of certain non-GAAP financial
measures.

Delta filed with the U.S. Securities and Exchange Commission its
Form 10-Q dated October 25, 2011, detailing its financial
disclosures for the third quarter ended September 30, 2011.  A
copy of the Form 10-Q is available for free at:

              http://researcharchives.com/t/s?7756


                    DELTA AIR LINES, INC.
             Unaudited Consolidated Balance Sheet
                    As of September 30, 2011

                            ASSETS

Current Assets:
Cash and cash equivalents                        $2,307,000,000
Short-term investments                              958,000,000
Restricted cash, cash equivalents
& short-term investments                           405,000,000
Accounts receivable, net                          1,816,000,000
Expendable parts & supplies inventories, net        380,000,000
Deferred income taxes, net                          396,000,000
Prepaid expenses and other                        1,067,000,000
                                              -----------------
Total Current Assets                               7,329,000,000

Property and Equipment, Net                       20,256,000,000

Other Assets
Goodwill                                          9,794,000,000
Identifiable intangibles, net                     4,697,000,000
Other noncurrent assets                             960,000,000
                                              -----------------
Total Other Assets                                15,451,000,000
                                              -----------------
Total Assets                                     $43,036,000,000
                                              =================

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Current maturities of long-term debt             $1,937,000,000
Air traffic liability                             4,072,000,000
Accounts payable                                  1,641,000,000
Frequent flyer deferred revenue                   1,701,000,000
Accrued salaries and related benefits             1,203,000,000
Taxes payable                                       597,000,000
Other accrued liabilities                           861,000,000
                                              -----------------
Total Current Liabilities                         12,012,000,000

Noncurrent Liabilities:
Long-term debt and capital leases                12,557,000,000
Pension, postretirement & related benefits       11,250,000,000
Frequent flyer deferred revenue                   2,604,000,000
Deferred income taxes, net                        1,967,000,000
Other noncurrent liabilities                      1,424,000,000
                                              -----------------
Total noncurrent liabilities                      29,802,000,000

Commitments and Contingencies
Stockholders' Equity:
Common stock:
Common stock at $0.00001 par value,
   1,500,000,000 shares authorized,
   801,701,956 shares issued June 30, 2010                    -
Additional paid-in capital                      13,983,000,000
Accumulated deficit                             (8,823,000,000)
Accumulated other comprehensive loss            (3,724,000,000)
Treasury stock, at cost, 12,852,539 shares
  at June 30, 2010                                 (214,000,000)
                                              -----------------
Total Stockholders' Equity                         1,222,000,000
                                              -----------------
Total Liabilities and Stockholders' Equity       $43,036,000,000
                                              =================


                     DELTA AIR LINES, INC.
         Unaudited Consolidated Statement of Operations
             Three Months Ended September 30, 2011

Operating Revenue:
  Passenger:
   Mainline                                      $6,857,000,000
   Regional carriers                              1,711,000,000
                                              -----------------
  Total passenger revenue                         8,568,000,000

  Cargo                                             257,000,000
  Other, net                                        991,000,000
                                              -----------------
Total operating revenue                          9,816,000,000

Operating Expense:
  Aircraft fuel and related taxes                 2,881,000,000
  Salaries and related costs                      1,717,000,000
  Contract carrier arrangements                   1,432,000,000
  Aircraft maintenance mat./outside repairs         428,000,000
  Contracted services                               480,000,000
  Passenger commissions/other selling expenses      419,000,000
  Depreciation and amortization                     384,000,000
  Landing fees and other rents                      342,000,000
  Passenger service                                 207,000,000
  Aircraft rent                                      72,000,000
  Profit sharing                                    167,000,000
  Restructuring and other items                       3,000,000
  Other                                             424,000,000
                                              -----------------
  Total operating expense                         8,956,000,000
                                              -----------------
Operating Income (Loss)                              860,000,000

Other (Expense) Income:
  Interest expense                                 (229,000,000)
  Amortization of debt discount, net                (48,000,000)
  Loss on extinguishment of debt                     (5,000,000)
  Miscellaneous, net                                (31,000,000)
                                              -----------------
  Total other expense, net                         (313,000,000)
                                              -----------------
Income (Loss) Before Income Taxes                    547,000,000

Income Tax (Provision) Benefit                         2,000,000
                                              -----------------
Net Income (Loss)                                   $549,000,000
                                              =================


                     DELTA AIR LINES, INC.
        Unaudited Consolidated Statement of Cash Flow
              Six Months Ended September 30, 2010

Net Cash Provided by Operating Activities         $1,676,000,000

Cash Flows from Investing Activities:
Property and equipment additions:
   Flight equipment                                (676,000,000)
   Ground property and equipment                   (210,000,000)
Purchase of short-term investments                (719,000,000)
Redemption of short-term investments               503,000,000
Other investments                                            -
Other, net                                          16,000,000
                                              -----------------
Net Cash used in Investing Activities           (1,086,000,000)

Cash Flows from Financing Activities:
Payments on long-term debt                      (3,426,000,000)
Proceeds from long-term obligations              2,380,000,000
Debt issuance costs                                (62,000,000)
Restricted cash and cash equivalents               (84,000,000)
Other, net                                          17,000,000
                                              -----------------
Net Cash used in Financing Activities           (1,175,000,000)

Net Increase (Decrease) in Cash & Equivalents       (585,000,000)

Cash & cash equivalents at beginning
  of period                                       2,892,000,000
                                              -----------------
Cash & cash equivalents at end of period        $2,307,000,000
                                              =================

                      About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or
215/945-7000).

                          *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

"The affirmation of our corporate credit rating on Delta is based
on our expectation that the company will continue to generate
satisfactory earnings and cash flow, despite weakening economic
growth in the U.S. and abroad," said Standard & Poor's credit
analyst Phil Baggaley. The ratings also reflect an enhanced
competitive position and synergies from Delta's 2008 merger with
Northwest Airlines Corp. (parent of Northwest Airlines Inc.)," S&P
said in November 2011.

This concludes the Troubled Company Reporter's coverage of Delta
Air Lines until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


DIAMOND RANCH: Delays Filing of Form 10-Q for Sept. 30 Qtr.
-----------------------------------------------------------
Diamond Ranch Foods, Ltd., notified the U.S. Securities and
Exchange Commission that it will be late in filing its Quarterly
Report on Form 10-Q for the period ended Sept. 30, 2011.  The
Company did not provide its auditors with all of the information
necessary for the auditors to complete the review of the financial
statements prior to the date on which the Form 10-Q was required
to be filed.

                        About Diamond Ranch

Diamond Ranch Foods, Ltd. -- http://www.diamondranchfoods.com/--
is a meat processing and distribution company now located in the
Hunts Point Coop Market, Bronx, New York.  The Company's
operations consist of packing, processing, labeling, and
distributing products to a customer base, including, but not
limited to; in-home food service businesses, retailers, hotels,
restaurants, and institutions, deli and catering operators, and
industry suppliers.

The Company's balance sheet at March 31, 2011, showed $942,000 in
total assets, $6.00 million in total liabilities, and a
$5.05 million total stockholders' deficit.

Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that
the Company has suffered recurring losses from operations that
raise substantial doubt about its ability to continue as a going
concern.


DELUXE ENTERTAINMENT: Moody's Rates Proposed Term Loan at 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$500 million secured term loan due June 2017 of Deluxe
Entertainment Services Group, Inc. ("Deluxe"). Moody's also
affirmed its B1 Corporate Family Rating (CFR) and B1 Probability
of Default Rating (PDR), and the outlook remains negative. Moody's
expects Deluxe to use the proceeds primarily to refinance its
existing first lien term loan ($355 million outstanding) and
second lien term loan ($110 million outstanding). A proposed $100
million asset based lending (ABL) facility (unrated) is also part
of the transaction.

Deluxe Entertainment Services Group, Inc.

   -- Senior Secured Term Loan, Assigned B1, LGD4, 53%

   -- Affirmed B1 Corporate Family Rating

   -- Affirmed B1 Probability of Default Rating

Outlook, Negative

RATINGS RATIONALE

The transaction favorably extends maturities, (existing revolver
matures January 2013, first lien term loan May 2013, and second
lien term loan November 2013), and Moody's does not anticipate a
meaningful change in annual interest expense. Furthermore, the
proposed deal requires $50 million of annual required
amortization, similar to the existing deal ($60 million required
annual amortization). This continued forced reduction in lender
exposure is critical to the affirmation of the B1 CFR, given
expectations for continued decline in Deluxe's physical film
processing business, which comprises about 40% of total revenue
and EBITDA.

Deluxe's creative services business resumed growth on an organic
basis in 2011, its acquisitions are performing well, and Moody's
projects continued solid growth for this segment. However, the
cash costs (severance, facility consolidation) to achieve
synergies for its acquisitions and to manage the decline in the
film processing business exceeded expectations, pressuring the
credit profile. Also, the decline in the film business has
continually outpaced management's projections. Moody's anticipates
that actions related to both the integration of acquisitions and
wind down of the film business will continue to consume cash,
creating some execution risk, both that costs will again exceed
expectations and that the actions could distract management and
the sales force. These factors drive the maintenance of the
negative outlook.

We consider the proposed term loan junior to the proposed ABL
facility, which has a first lien on liquid assets including
accounts receivable. However, the term loan constitutes the bulk
of the debt capital structure, and Moody's therefore rates it B1,
on par with the corporate family rating.

Deluxe maintains a leading position in the eroding physical film
processing business, and the risks related to its ability to
harvest the cash flow from this business to expand its creative
services business drive the B1 corporate family rating. Moody's
considers the mid 3 times debt-to-EBITDA leverage high relative to
the risk of transforming the operations. However, the required
amortization in the proposed term loan ($50 million annually)
obligates a reduction in lender exposure, which supports the B1
corporate family rating, along with a track record of positive
free cash flow generation, which is expected to continue. Deluxe's
creative services operations provide good growth prospects,
boosted by the December 2010 acquisition of Ascent Media at a low
cost relative to cash flow potential, but this business also has
greater cyclicality, more technology risk, and more competition
than the film processing business. The potential for incremental
acquisitions that increase leverage and lead to integration costs
and challenges also constrains the rating. Finally, over the
longer term, the private equity ownership (MacAndrews & Forbes
Holdings Inc.) creates event risk.

The negative outlook incorporates concerns that continued high
restructuring costs and the decline in the physical film
distribution business will pressure the company's credit profile.

Moody's would consider a stable outlook with expectations for
sustained positive free cash flow (after all restructuring costs)
around 10% of debt. A stable outlook would also require evidence
that growth in the creative services business will offset decline
in the film business such that the company achieves consolidated
EBITDA growth on an organic basis.

Expectations for free cash flow below 5% of debt, whether due to
higher than expected cash restructuring or weaker performance,
could result in a downgrade. Erosion of the liquidity profile,
expectations for a capital structure not conservative enough to
manage debt-financed acquisitions or the risks inherent in the
business model, or cash distributions to equity holders could also
pressure the rating down.

Deluxe Entertainment Services Group Inc. 's ratings were assigned
by evaluating factors that Moody's considers relevant to the
credit profile of the issuer, such as the company's (i) business
risk and competitive position compared with others within the
industry; (ii) capital structure and financial risk; (iii)
projected performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Deluxe Entertainment Services Group Inc. 's core industry and
believes Deluxe Entertainment Services Group Inc. 's ratings are
comparable to those of other issuers with similar credit risk.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Los Angeles, CA, Deluxe Entertainment Services
Group Inc. provides services including production, post
production, development and distribution (across multiple
platforms) and marketing and fulfillment to producers and
distributors of motion pictures and television programs worldwide
through its creative services business (approximately 60% of
revenue). Deluxe also supplies worldwide film processing services
to studios (about 40% of revenue). Deluxe is an indirect wholly-
owned subsidiary of MacAndrews & Forbes Holdings Inc. and its
annual revenue is approximately $1.3 billion.


DESERT GARDENS: U.S. Bank Wants Cash Collateral Access Denied
-------------------------------------------------------------
U.S. Bank National Association, asks the U.S. Bankruptcy Court for
the District of Arizona to deny Desert Gardens IV, LLC's motion to
use the cash collateral.

U.S. Bank National Association serves as trustee, successor in
interest to Bank of America, National Association, as Trustee,
successor by merger to LaSalle Bank National Association, as
trustee, for the registered holders of 10 Bear Stearns Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, 11 Series 2007-PWR15.

As of the Petition Date, U.S. Bank alleges that the balance owing
under the Note is $26.3 million.  U.S. Bank noticed a trustee's
sale which was scheduled for Nov. 14, 2011, but is now stayed.
The bank also brought a receivership action in state court on
Nov. 1, 2011, which is also stayed.  The receivership hearing was
set for Nov. 10, 2011.

As reported in the Troubled Company Reporter on Nov. 29, 2011, the
Debtor asked the Court to authorize the use of use of cash
collateral to pay necessary and essential postpetition operating
expenses and (b) deem the interest of U.S. Bank, the Debtor's
secured lender, in the cash collateral adequately protected.

The Debtor expected to have cash needs of $247,200 for operating
and other business expenses per month for the first 90-days of the
case.  The Debtor expected monthly revenues will be $321,950
during this time period.  The Debtor proposed to pay U.S. Bank
$60,000 in monthly adequate protection payments.  After monthly
operating expenses and adequate protection payments, the Debtor
anticipates a positive cash flow.

According to US Bank, the Debtor's use of cash collateral must be
denied because:

   -- promised, among other things, to pay to US Bank monthly
installments of principal and interest in the amount of $160,845,
beginning Feb. 1, 2007, up to and including Dec. 1, 2016;

   -- US Bank has not consented to the use of cash collateral.

   -- the application is deficient, since it failed to disclose
whether, or to what extent, any of the proposed payments are to be
made to insiders, including without limitation property
management, referrals, advertising, salaries, maintenance, or any
other categories;

   -- the Debtor be required to provide to US Bank, no less
frequently than monthly, detailed financial reports, including
bank statements, check registers, general ledgers, aged receivable
and payable reports, and copies of all written receipts for cash
payments.

US Bank is represented by:

         Richard M. Lorenzen, Esq.
         PERKINS COIE LLP
         2901 N. Central Avenue, Suite 2000
         Phoenix, AZ 85012-2788
         Tel: (602) 351-8000
         Fax: (602) 648-7000
         E-mail: RLorenzen@perkinscoie.com

                     About Desert Gardens IV

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

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


DIRECT BUY: Cut by Moody's to 'Caa3' as Debt Restructuring Mulled
-----------------------------------------------------------------
Moody's Investors Service downgraded to Caa3 from Caa2 the
Corporate Family and Probability of Default ratings of Direct Buy
Holdings, Inc., and assigned a negative outlook. This concludes
the review for possible downgrade that commenced on November 10,
2011.

Ratings downgraded:

Corporate Family Rating to Caa3 from Caa2

Probability of Default Rating to Caa3 from Caa2

$335 million Senior Secured Second Lien Notes to Caa3 (LGD 4, 50%)
from Caa2 (LGD 4, 50%).

RATING RATIONALE:

The downgrade of Direct Buy's Corporate Family Rating to Caa3
along with the negative rating outlook consider that the company:
(1) is in default of a financial covenant related to its revolving
credit facility (not rated by Moody's); (2) received a going
concern opinion from its auditors; and (3) retained a financial
advisor in connection with a debt restructuring.  Moody's believes
that these events increase the likelihood of a distressed exchange
or other recapitalization that would impair creditors.

On November 28, 2011, Direct Buy released its fiscal year-end
July 31, 2011 financial statements. That document disclosed that
the company was in default of a financial covenant related to its
revolving credit facility. This technical default under the loan
agreement gives the senior secured lenders the right to accelerate
payment, which would trigger an event of default under its bond
indenture. The document also included a going concern opinion by
its auditors as a result of the default, and a statement that the
company has hired a financial advisor in connection with a debt
restructuring.

Ratings could be downgraded if: (1) Direct Buy is unable to reach
agreement with its bank lenders regarding the covenant issues
impacting the revolving credit facility; (2) the company proceeds
with a potential restructuring that Moody's believes would impair
creditors; or (3) the company is either unable or unwilling to
make its next scheduled debt service payment; the approximately
$10 million February 1, 2012 scheduled interest payment on its
second lien notes.

Direct Buy's ratings and/or outlook could improve if the company
is able to obtain a waiver from its bank's governing the revolver,
makes its February 1, 2012 interest payment, improve its operating
performance such that a debt restructuring ultimately proves to be
unnecessary, or if a potential debt restructuring does not impair
existing creditors.

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

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


DREIER LLP: Court Okays Accord With Hedge Fund, Founder's Ex-Wife
-----------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that the Chapter 11
trustee for Dreier LLP, which was felled by founder Marc Dreier's
Ponzi scheme, won a New York bankruptcy judge's approval Wednesday
for separate settlements that end disputes with hedge fund Elliott
Associates LP and Mr. Dreier's ex-wife.

                    About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DUMBARTON HOME: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dumbarton Home Properties LLC
        8000 Capps Ferry Road
        Douglasville, GA 30135

Bankruptcy Case No.: 11-84007

Chapter 11 Petition Date: December 1, 2011

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

Debtor's Counsel: Michael Rothenberg, Esq.
                  MICHAEL ROTHENBERG PLLC
                  Suite B345
                  2526 Mt. Vernon Road
                  Dunwoody, GA 30338
                  Tel: (404) 954-0902

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-84007.pdf

The petition was signed by Hugh Nowell, manager.


DYNEGY INC: Debtors File Reorganization Plan
--------------------------------------------
Dynegy Inc. and Dynegy Holdings, LLC, delivered to the U.S.
Bankruptcy Court for the Southern District of New York,
Poughkeepsie Division, a Chapter 11 plan of reorganization and an
accompanying disclosure statement for Dynegy Holdings.

The Plan addresses claims against and interests in Dynegy
Holdings only and does not address claims against and interests
in the other Debtors -- Dynegy Northeast Generation, Inc., Hudson
Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton,
L.L.C.

The DH Plan provides for the treatment and satisfaction of all
claims against Dynegy Holdings, including its senior and
subordinated notes and its guaranties of its Roseton and
Danskammer lease obligations.

Under the Plan, claims are classified into five classes:

  * Class 1 - Priority Claims: consist of all Priority Claims,
              other than Priority Tax Claims, against DH;

  * Class 2 - Secured Claims: consist of all Secured Claims
              against DH;

  * Class 3 - General Unsecured Claims: consist of all General
              Unsecured Claims against DH;

  * Class 4 - Convenience Claims: consist of all Convenience
              Claims against DH; and

  * Class 5 - Equity Interests: consist of all Equity Interests
              in DH.

In a press release, Dynegy says that if confirmed by the Court,
the proposed DH Plan will settle all pending and potential causes
of action related to Dynegy's out-of-court restructuring efforts
and will materially reduce the debt on its consolidated balance
sheet.

"The filing of the proposed Plan of Reorganization represents an
important milestone in DH's Chapter 11 case and maintains
momentum toward DH's expeditious emergence from bankruptcy in
2012," Robert C. Flexon, President and Chief Executive Officer of
both Dynegy and DH, said.  "We continue to work with our
stakeholders and appreciate the support of significant creditors
as we work toward lessening Dynegy's overall debt load."

Under the terms of the proposed DH Plan and consistent with a
restructuring support agreement, all creditors holding unsecured
obligations of Dynegy Holdings, including $3.4 billion of senior
notes, $200 million of subordinated notes, approximately $130
million of accrued interest, and the guaranty obligations
associated with the Roseton and Danskammer leases, will receive:

    * a $400 million cash payment, subject to adjustment as set
      forth in the Plan;

    * $1.0 billion, subject to adjustment as set forth in the
      Plan, of new 11% senior secured notes due 2018 to be
      issued by Dynegy and secured by the equity and assets of
      certain entities owning the Company's separate coal and
      gas-fueled generating businesses (or an equivalent cash
      payment, if the Company obtains the financing elsewhere on
      no less favorable terms); and

    * $2.1 billion of Dynegy's new convertible preferred stock.
      The convertible preferred stock will not be convertible at
      the option of the holders but will mandatorily convert
      into common stock comprising 97% of Dynegy's fully diluted
      common stock on December 31, 2015, if not earlier
      redeemed. Dynegy will have the right to redeem the
      convertible preferred stock, subject to certain
      restrictions, at varying discounts through the end of
      2013.

The DH Plan was filed with a Disclosure Statement that contains a
historical profile of Dynegy Holdings, a description of proposed
distributions to creditors, and an analysis of the DH Plan's
feasibility, as well as many of the technical matters required
for Dynegy Holdings to emerge from Chapter 11.  The DH Plan and
Disclosure Statement have not been approved by the Bankruptcy
Court and are subject to further negotiations with stakeholders.
Once the Disclosure Statement is approved, DH will begin
soliciting its creditors for approval of its Plan.

Dynegy and Dynegy Holdings say that they can make no assurance as
to when, or ultimately if, the DH Plan will become effective.
Effectiveness of the DH Plan is subject to a number of
conditions, including the approval of the requisite numbers of
Dynegy Holdings creditors and the entry of certain orders by the
Bankruptcy Court.

Dynegy Holdings is represented in the Chapter 11 proceedings by
Sidley Austin LLP as reorganization counsel.  Dynegy and its
other subsidiaries are represented by White & Case LLP.  Dynegy
is advised by Lazard Freres & Co. LLC and Dynegy Holdings'
financial advisor is FTI Consulting.

                      Treatment of Claims

Each holder of an allowed claim in Classes 1, 2, 4, and 5 will be
left unimpaired under the Plan, and, pursuant to Section 1124 of
the Bankruptcy Code, all of the legal, equitable and contractual
rights to which the Claim entitles the holder in respect of the
Claim will be left unaltered, and except to the extent that a
holder of an Allowed Priority Claim and the Plan
Proponents agree on less favorable treatment for the holder, the
Claims against Dynegy Holdings will be paid in full.

Holders of claims in Class 3 will receive on the effective date
of the Plan its pro rata share of (i) the Plan Cash Payment, (ii)
the Plan Preferred Stock, and (iii) at the sole option of Dynegy,
in its capacity as a Plan Proponent, either (a) the Plan Secured
Notes or (b) the Plan Secured Notes Alternative Payment except to
the extent that a holder of an Allowed General Unsecured Claim
and the Plan Proponents agree on less favorable treatment for the
holder.

Only claims in Class 3 are impaired under the Plan.  Accordingly,
only holders of Class 3 Claims are entitled to vote on the Plan
and only the votes of holders of Class 3 will be solicited by the
Debtors in connection with the Plan and the Disclosure Statement.

The other Classes are deemed to have accepted the Plan and their
votes will not be solicited by the Plan Proponents in connection
with the Plan and the Disclosure Statement.

              Means for Implementation of the Plan

During the period from the Confirmation Date through and until
the Effective Date, Dynegy Holdings will continue to operate its
businesses as a Debtor-in-Possession, subject to the oversight of
the Court as provided in the Bankruptcy Code, the Federal Rules
of Bankruptcy Procedure and all orders of the Bankruptcy Court
that are then in full force and effect.

To implement the settlement and compromise in the most efficient
manner, these intercompany transactions will occur on or before
the Effective Date:

  a. Re-Vesting of Assets -- Without further order of the
     Bankruptcy Court, upon the occurrence of the Effective
     Date, except as otherwise expressly provided in the Plan or
     the Confirmation Order, title to all of the Assets of DH
     and its Estate will vest in DH free and clear of all liens,
     mortgages, Claims, Causes of Action, interests, security
     interests and other encumbrances.

  b. Cancellation of DH Note -- Dynegy and Dynegy Holdings will
     cause Dynegy Gas Investments LLC to cancel the DH Note and
     deem the DH Note fully satisfied and extinguished.

     DH issued the DH Note on September 1, 2011 for $1.25
     billion to DGIN in exchange for the transfer by DGIN to DH
     of DGIN's rights to receive the payment stream from Dynegy
     pursuant to an undertaking agreement.  The DH Note bears
     annual interest at a rate of 4.24%, payable upon the
     maturity date, September 1, 2027.

  c. Formation of New DH and Legacy DH -- Dynegy will form a
     wholly-owned direct subsidiary, New DH, as a Delaware
     corporation, and New DH shall then form a wholly-owned
     direct subsidiary, Legacy DH, as a Delaware limited
     liability company.

  d. DH Merger with Legacy DH -- Dynegy will contribute 100% of
     the Equity Interests in DH to New DH and immediately
     thereafter DH shall be merged into Legacy DH under Delaware
     law, with Legacy DH as the surviving entity.

  e. Cancellation of Undertaking Agreement -- Immediately
     following the formation of New DH and Legacy DH and the
     merger of DH into Legacy DH, Legacy DH, as successor to DH,
     and Dynegy will cancel the Undertaking Agreement and the
     obligations of Dynegy under such Undertaking Agreement will
     be deemed to be fully satisfied and extinguished.

  f. Elimination of Certain Intercompany Indebtedness -- Any
     intercompany indebtedness owed by (or to) Legacy DH or one
     of the remaining Debtors to (or by) Dynegy or any of its
     direct or indirect subsidiaries (other than Legacy DH or
     the remaining Debtors) will be identified.

     The intercompany indebtedness will be either contributed
     down or distributed up, as the case may be, by Dynegy and
     its direct or indirect subsidiaries (other than Legacy DH
     or a subsidiary that is one of the remaining Debtors) to
     Legacy DH.

     All the intercompany indebtedness will be netted by Legacy
     DH, and if the net amount results in (A) a receivable of
     Legacy DH, such net receivable will be contributed to DNE
     by Legacy DH, or (B) a payable by Legacy DH, such net
     payable will be cancelled.

  g. Transfer of Legacy DH Assets to New DH -- Except for (i)
     Cash necessary to pay the reasonable costs and expenses
     associated with the administration of the Plan Trust, which
     amount will be (A) determined by the Plan Proponents
     subject to the consent of the Requisite Consenting
     Noteholders, which consent will not be unreasonably
     withheld or delayed, and (B) identified in a Plan Document
     to be filed with the Bankruptcy Court not less than 10 days
     prior to the Plan Objection Deadline, and (ii) Legacy DH's
     equity interests in DNE, Legacy DH will, after the
     cancellation of the Undertaking Agreement, promptly
     transfer substantially all of its assets to New DH.  The
     assets transferred by Legacy DH to New DH as set forth in
     the preceding sentence shall include, without limitation,
     100% of the equity interests in DGIN.

  h. Transfer of Legacy DH to the Plan Trust -- After
     consummation of the transfers (i) Dynegy will cause New DH
     to transfer 100% of the equity interests in Legacy DH to
     the Plan Trust and (ii) Legacy DH and its subsidiaries will
     change their legal names, where applicable to exclude the
     word "Dynegy" therefrom. Further, immediately upon the
     transfer of the equity interests in Legacy DH to the Plan
     Trust, Legacy DH and the remaining Debtors will adopt new
     constituent documents that will appoint a Plan Trust
     Administrator as the sole director or manager thereof, as
     applicable.

After these transactions are complete, Dynegy Holdings' current
subsidiaries DNE, Hudson Power, Dynegy Danskammer and Dynegy
Roseton, all Debtors in the Chapter 11 Cases, will be managed by
the Plan Trust Administrator.  The Plan Trust Administrator will
thereafter, be responsible for taking all actions necessary or
appropriate to dissolve Legacy DH.

Copies of the Plan & Disclosure Statement are available for free
at:

           http://bankrupt.com/misc/DynegyCh11Pln.pdf
           http://bankrupt.com/misc/DynegyDiscStm.pdf

                   Disclosure Statement Hearing

Dynegy Holdings LLC asks Judge Cecelia G. Morris of the U.S.
Bankruptcy Court for the Southern District in New York to approve
the disclosure statement related to the Chapter 11 Plan of
Reorganization it proposed with Dynegy Inc. on December 1, 2011,
as containing adequate information.

The Debtors also ask the Court to approve procedures for the
solicitation of votes to accept or reject its Chapter 11 Plan of
Reorganization.

Dynegy Holdings said it will work with the Court to set a hearing
on the approval of the Disclosure Statement for a date that is no
earlier than January 25, 2012.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

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

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

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

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

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

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


DYNEGY INC: U.S. Trustee Drops Oaktree as Committee Member
----------------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 2, has revised
the composition of the Official Committee of Unsecured Creditors
by replacing Oaktree Capital Management, L.P., with Central
Hudson Gas & Electric Corporation.

As of November 29, 2011, the Committee is composed of:

  1. U.S. Bank National Association
     60 Livingston Avenue, EP-MN-WSID
     St. Paul, MN 55107-2292
     Phone: (651) 495-3961
     Fax: (651) 495-8100
     Attn: Pamela J. Wieder

  2. Roseton OL, LLC
     The Nemours Building
     1007 Orange St, Suite 1469
     Wilmington, DE 19801
     Phone: (302) 472-7412
     Fax: (302) 472-7216
     Attn: Scott Jennings

  3. Wilmington Trust, National Association
     1100 N. Market Street
     Wilmington, DE 19890
     Phone: (302) 651-8681
     Fax: (302) 651-8882
     Attn: Steven Cimalore

  4. Wells Fargo Bank, N.A
     45 Broadway, 12th Floor
     New York, NY 10006
     Phone: (212) 515-5258
     Fax: (866) 524-4681
     Attn: James R. Lewis

  5. Central Hudson Gas & Electric Corporation
     284 South Avenue
     Poughkeepsie, New York 12601
     Phone: (845) 486-5831
     Fax: (845) 486-5782
     Attn: Paul A. Colbert

Central Hudson is a utility service provider that supplies gas
and electric services to the Debtors.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

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

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

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

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

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

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


DYNEGY INC: Dynegy Holdings Cuts Assets to $7.56 Billion
--------------------------------------------------------
Dynegy Holdings LLC, on Dec. 1, submitted an amended Exhibit A to
its voluntary petition under Chapter 11.  Exhibit A lists the
Debtors' consolidated assets and liabilities as well as
information regarding Dynegy Holdings, LLC's securities.

The Amended Exhibit A disclosed that, as of Sept. 30, 2011,
Dynegy Holdings has $7.561 billion in total assets and $6.738
billion in total debts.  The Exhibit A filed on the Petition Date
disclosed that, as of Sept. 30, 2011, Dynegy Holdings has
$13.765 billion in total assets and $6.181 billion in total
debts.

A copy of Amended Exhibit A is available for free at:

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

The Debtors reserve their right to further amend or supplement
Exhibit A to the voluntary petition of Dynegy Holdings, LLC as
they deem necessary or appropriate.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

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

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

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

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

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

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


DYNEGY INC: Terminates Stockholder Protection Rights Agreement
--------------------------------------------------------------
The Board of Directors of Dynegy Inc. unanimously voted to
terminate the Stockholder Protection Rights Agreement, dated
November 22, 2010, as amended by Amendment No. 1, dated
December 15, 2010, and Amendment No. 2, dated February 21, 2011,
by and between Dynegy and Mellon Investor Services LLC, as the
Rights Agent, according to a Form 8-K filed with the U.S.
Securities and Exchange Commission on November 17, 2011.

The Rights Plan provided for a dividend of one right for each
outstanding share of common stock, par value $0.01 per share, of
Dynegy held of record at the close of business on December 2,
2010, or issued thereafter.  Each Right entitled its registered
holder to purchase from Dynegy, under the circumstances defined
in the Rights Plan, one one-hundredth of a share of Participating
Preferred Stock, par value $0.01 per share, for an exercise price
as determined under the Rights Plan.  Pursuant to the Rights
Plan, immediately upon the action of the Board to elect to
terminate the Rights, without any further action and without any
notice, the right to exercise the Rights terminated, each Right
is null and void and the Rights Plan expired.


                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

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

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

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

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

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

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

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


E-DEBIT GLOBAL: Incurs $241,000 Net Loss in Third Quarter
---------------------------------------------------------
E-Debit Global Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $241,465 on $915,504 of total revenue for the three
months ended Sept. 30, 2011, compared with a net loss of $445,896
on $1.03 million of total revenue for the same period a year ago.

The Company reported a net loss of $1.15 million on $3.97 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.28 million on $3.64 million of revenue during the
prior year.

The Company also reported a net loss of $754,892 on $2.58 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $778,092 on $2.99 million of total
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $1.51
million in total assets, $2.51 million in total liabilities and a
$1 million total stockholders' deficit.

As reported by the TCR on April 15, 2011, Cordovano and Honeck
LLP, in Englewood, Colorado, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company has suffered recurring losses, has a working capital
deficit at Dec. 31, 2010, and has an accumulated deficit of
$4,457,079 as of Dec. 31, 2010.

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

                        http://is.gd/RXYCsB

                 About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.


EAT AT JOE'S: Incurs $199,600 Net Loss in Third Quarter
-------------------------------------------------------
Eat at Joe's Ltd. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $199,679 on $400,967 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $4,521 on $354,472 of
revenue for the same period a year ago.

The Company also reported a net loss of $187,750 on $735,940 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $369,000 on $927,123 of revenue for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.76 million in total assets, $5.21 million in total liabilities,
and a $3.45 million total stockholders' deficit.

As reported by the TCR on April 6, 2011, Robison, Hill & Co., in
Salt Lake City, Utah, after auditing the Company's financial
statements for the year ended Dec. 31, 2010, 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.

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

                        http://is.gd/Y4QVkL

                        About Eat at Joe's

Scarsdale, N.Y.-based Eat at Joe's, Ltd., presently owns and
operates one theme restaurant located in Philadelphia,
Pennsylvania.


EFD LTD: Court Reschedules Hearing on Valuation Until Jan. 6
------------------------------------------------------------
The Hon. Craig A. Gargotta the U.S. Bankruptcy Court for the
Western District of Texas has rescheduled to Jan. 6, 2012, at
9:00 a.m., the hearing to consider the motion for valuation filed
by EFD, Ltd., and Capital Farm Credit.

Austin, Texas-based EFD, Ltd., dba Blanco San Miguel, fdba Blanco
San Miguel, Ltd., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011.  Eric J.
Taube, Esq., at Hohmann Taube & Summers, LLP, in Austin, Texas,
serves as the Debtor's bankruptcy counsel.  The Company disclosed
$128,207,835 in assets and $30,395,205 in liabilities as of the
Chapter 11 filing.

The U.S. Trustee has not yet appointed an official committee of
unsecured creditors.  The U.S. Trustee reserves the right to
appoint such a committee should interest developed among the
creditors.


EGPI FIRECREEK: Delays Filing of Form 10-Q for Sept. 30 Quarter
---------------------------------------------------------------
EGPI Firecreek, Inc., notified the U.S. Securities and Exchange
Commission that it is delayed in filing its quarterly report on
Form 10-Q for the quarter ended Sept. 30, 2011, in order to enable
its independent registered public accounting firm to complete its
review of the Company's financial statements to be contained in
the Report and for XBRL processing requirements.

                       About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

The Company's balance sheet at June 30, 2011, showed $5.14 million
in total assets, $5.00 million in total liabilities, all current,
$3.73 million in Series D preferred stock, and a $3.59 million
total shareholders' deficit.

M&K CPAS, PLLC, in Houston, expressed substantial doubt about EGPI
Firecreek's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
operations.


ELITE PHARMACEUTICALS: Posts $13.9MM Net Income in Sept. 30 Qtr.
----------------------------------------------------------------
Elite Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income attributable to common shareholders of $13.92 million
on $274,132 of total revenues for the three months ended Sept. 30,
2011, compared with net income attributable to common shareholders
of $1.86 million on $994,646 of total revenues for the same period
during the prior year.

The Company also reported a net loss attributable to common
shareholders of $16.81 million on $1.26 million of total revenues
for the six months ended Sept. 30, 2011, compared with a net loss
attributable to common shareholders of $2.90 million on $1.82
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$10.83 million in total assets, $34.52 million in total
liabilities, and a $23.68 million total stockholders' deficit.

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

                        http://is.gd/BAbqOf

                     About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about Elite Pharmaceuticals' ability to continue
as a going concern.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.

The Company reported a net loss of $13.6 million on $4.3 million
of revenues for the fiscal year ended March 31, 2011, compared
with a net loss of $8.1 million on $3.3 million of revenues for
the fiscal year ended March 31, 2010.


EMMIS COMMUNICATIONS: Alden Global Owns 0 Class A Shares
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Alden Global Capital Limited and its
affiliates disclosed that, as of Nov. 28, 2011, they do not
beneficially own shares of Class A common stock of Emmis
Communications Corporation.

On Nov. 28, 2011, Alden sold 1,035,925 shares of Preferred Stock
back to the Company pursuant to a securities purchase agreement.
Pursuant to the terms of the Purchase Agreement, the Company
purchased the Shares from Alden at a price of $15.75 per share of
Preferred Stock.  The transaction will settle pursuant to the
terms of a total return swap, the terms of which provide that
until final settlement of the Swap Transaction, Alden has pledged
the Shares to the Company and has agreed not to sell any of the
Shares or enter into any other transactions relating to the
Shares.

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

                        http://is.gd/45WHW9

                     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.


ENERTECK CORP: Incurs $946,000 Net Loss in Third Quarter
--------------------------------------------------------
Enerteck Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $946,046 on $31,164 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $475,805 on $33,307 of
revenue for the same period during the prior year.

The Company also reported a net loss of $2.07 million on $77,943
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $1.42 million on $225,415 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $853,833 in
total assets, $2.96 million in total liabilities, and a
$2.10 million total stockholders' deficit.

At the quarter ended Sept. 30, 2011, and year ended Dec. 31, 2010,
the Company has an accumulated deficit of $26,296,000 and
$24,217,000, respectively.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.

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

                        http://is.gd/1BROhv

                     About Enerteck Corporation

EnerTeck Corporation (OTC BB: ETCK.OB) -- http://www.enerteck.net/
-- was incorporated in 1935 and is based in Stafford, Texas.  The
Company develops, acquires and manufactures combustion
enhancement, emission reduction and other performance improvement
technologies for the heavy duty transportation industry.
EnerTeck's flagship product, EnerBurn(TM), is a diesel fuel
specific combustion catalyst, delivered to the engine via the
diesel fuel, to improve the combustion rate of the fuel.


ESCO-VINA LLC: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: ESCO-VINA, LLC
                fka Vina Texas Metal Trading, LLC
                689 Wakefield
                Cameron, LA 70631

Case Number: 11-21212

Involuntary Chapter 11 Petition Date: December 1, 2011

Court: Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Petitioner's Counsel: Omer F. Kuebel, III, Esq.
                      LOCKE LORD BISSELL & LIDDELL LLP
                      601 Poydras St., Suite 2660
                      New Orleans, LA 70130
                      Tel: (504) 558-5218
                      Fax: (504) 681-5218
                      E-mail: nobankecf@lockelord.com

ESCO-VINA, LLC's petitioner:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Austin Vina, LLC         undersecured note      $3,500,518
2277 Fernspring Drive
Round Rock, TX 78665

Scrap and Steel          unsec credit           $10,654
Terminals                balance
5373 W. Alabama
Houston, TX 77056

Sara Nguyen              unsec note             $50,000
2277 Fernspring Drive
Round Rock, TX 78665

IEI Services, LLC        unsec trade            $3,180
PO Box 549               claim
Pierre Part, LA 70339


EVERGREEN ENERGY: Iroquois Discloses 1% Equity Stake
----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Iroquois Capital Management L.L.C. and its affiliates
disclosed that, as of Nov. 23, 2011, they beneficially hold
warrants to purchase up to 326,087 shares of Common Stock of
Evergreen Energy Inc. representing 1% of the shares outstanding
calculated (1) based on 27,694,820 shares of Common Stock issued
and outstanding as of Nov. 17, 2011, as reported in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
Sept. 30, 2011, filed on Nov. 21, 2011, (2) taking into account
shares of Common Stock issued by the Company pursuant to the terms
of the Senior Convertible Notes and (3) assuming the exercise of
the reported Warrants.  A full-text copy of the Schedule 13G is
available for free at http://is.gd/F0JEa7

                      About Evergreen Energy

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

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

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

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

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


EXTENDED STAY: Blackstone, et al., Seek Dismissal of $8-Bil. Suits
------------------------------------------------------------------
Blackstone Group LP and its co-defendants asked the U.S.
Bankruptcy Court for the Southern District of New York in court
papers dated November 1, 2011, to dismiss three lawsuits filed by
the administrator of Extended Stay's litigation trust.

Hobart Truesdell, who administers the litigation trust created
for Extended Stay creditors, sued Blackstone for allegedly
siphoning more than $2 billion from the sale of Extended Stay
without regard as to how the hotel chain would operate after the
deal.  The lawsuits have been assigned case numbers 11-02254,
11-02255 and 11-02398.

Blackstone sold the hotel chain in 2007 to an investment
consortium led by David Lichtenstein, chairman of Lightstone
Group LLC, through a $7.4 billion loan from Bear Stearns
Commercial Mortgage Inc. and two U.S. banks.

Blackstone's lawyer, Daniel Donovan, Esq., at Kirkland & Ellis
LLP, in Washington, D.C., said the litigation trustee's claims
against the Blackstone defendants "should be dismissed as a
matter of law."

Citing Section 546(e) of the Bankruptcy Code, the lawyer argued
that the provision precludes the litigation trustee's so-called
"avoidance claims."

"[Section 546(e)] expressly prohibits the trustee from avoiding
either a settlement payment made by or to a financial institution
or a transfer made by or to a financial institution in connection
with a securities contract," Mr. Donovan said, adding that the
transfers to the Blackstone entities in connection with the 2007
sale fall into both categories.

With respect to Mr. Truesdell's claims for breach of fiduciary
duty, the lawyer asserted that the litigation trustee failed to
allege either a fiduciary duty owed by the Blackstone defendants
or a breach of any such duty.

Mr. Donovan also called for the dismissal of the litigation
trustee's securities law claim and his fraudulent conveyance
claim based on the Federal Debt Collection Procedures Act.

The lawyer argued that neither Extended Stay's Chapter 11 plan of
reorganization nor the litigation trust agreement authorizes Mr.
Truesdell to bring a securities claim.  With respect to the
fraudulent conveyance claim, Mr. Donovan said that only the U.S.
government can bring a claim under the Federal Debt Collection
Procedures Act.

Bank of America N.A. and 30 other defendants also filed motions
to dismiss the claims brought against them in the lawsuits.  The
defendants argued that the lawsuits failed to state a claim for
breach of fiduciary duty, and the allegations are vague and
conclusory, among other things.

Earlier, Mr. Truesdell dismissed his complaint against Ebury
Finance Limited pursuant to Rule 7041(a)(1)(A) of the Federal
Rules of Bankruptcy Procedure.  The dismissal, he said, is
appropriate since Ebury has not filed an answer or a motion for
summary judgment as to the claims in the complaint.

Judge James Peck will hold a hearing on February 29, 2012, to
consider the proposed dismissal of the lawsuits.  The deadline
for filing objections is December 23, 2011.

In a related development, Line Trust Corporation Limited, Deuce
Properties Limited, Square Mile Capital Management LLC, and
Starwood Capital Group Global LP sought for the dismissal of two
other lawsuits that were also filed by the litigation trustee in
connection with the 2007 sale.  The lawsuits have been assigned
case numbers 11-02256 and 11-02259.

Line Trust, et al., argued, among other things, that the
litigation trustee failed to provide any legal theory to support
a determination of their liability, and that the Bankruptcy Court
does not have jurisdiction over the "causes of action" in the
complaints.

       District Court Denies Motions to Withdraw Reference

The U.S. District Court for the Southern District of New York
denied the litigation trustee's motions to withdraw the reference
of his lawsuits from the Bankruptcy Court to the District Court.

The motions are based largely on the Supreme Court's June 2011
decision in Stern v. Marshall, the controversial case involving
the estates of Anna Nicole Smith.  The Stern v. Marshall case is
said to have limited bankruptcy courts' constitutional authority
to enter final judgment against third-parties on pre-bankruptcy
state law claims under certain circumstances.

In a 41-page decision, Judge Shira Scheindlin said the decision
in the Stern case does not mandate withdrawal under Section
157(d) in the five lawsuits because the question of whether the
Bankruptcy Court has authority to enter a final judgment does not
implicate the regulation of organizations or activities affecting
interstate commerce.

Judge Scheindlin also said that questions concerning the
propriety of the bankruptcy court's retention of jurisdiction
post-confirmation are also inadequate to mandate withdrawal under
Section 157(d).

"Although plaintiffs question whether the bankruptcy court's
retention of jurisdiction in these actions is constitutionally
appropriate, the Bankruptcy Court has jurisdiction to determine
its own jurisdiction," the district judge said.

According to Judge Scheindlin, the Stern case is not a decision
concerning "subject matter jurisdiction."  She pointed out that
the litigation trustee's argument that Extended Stay's Chapter 11
plan and the confirmation order do not permit post-confirmation
jurisdiction or retain jurisdiction in the Bankruptcy Court
unconstitutionally is insufficient to support mandatory
withdrawal.

Judge Scheindlin further said that the Bankruptcy Court has been
administering Extended Stay's bankruptcy for over two years,
pointing out that judicial economy would be promoted by allowing
the bankruptcy court, which is already familiar with the
extensive record in the case, to initially adjudicate the
lawsuits.

"Although it is doubtful that the Bankruptcy Court will offer a
swift resolution of 125 claims asserted in five separate
complaints, allowing the matters to proceed initially in the
Bankruptcy Court is the more efficient course," she said.

A full-text copy of the District Court's order is available for
free at http://bankrupt.com/misc/ESI_OrderWithdrawReference.pdf

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Fixes Mezzanine Facilities Claims for $3 Billion
---------------------------------------------------------------
Bank of America N.A. and 22 other creditors of Extended Stay Inc.
inked an agreement to reconcile the allowed Class 4B mezzanine
facilities claims in accordance with the confirmed Chapter 11
plan of reorganization.

The creditors, which include Wachovia Bank N.A., JPMorgan Chase
Bank N.A., Key Bank N.A., Goldman Sachs Mortgage Co., and Deuce
Properties Ltd., are holders of Extended Stay's mezzanine debt.

The move comes after Hobart Truesdell, who administers the
litigation trust created for Extended Stay creditors, asked for
additional time to reconcile the $9.8 billion in claims filed by
the mezzanine debt holders with the allowed claims totaling $3.3
billion granted to them under the restructuring plan.

Under the deal, the creditors agreed that the allowed Class 4B
mezzanine facilities claims are allowed claims in an aggregate
amount of at least $3.3 billion as provided for in the
restructuring plan.

The creditors and the litigation trustee are not required to file
further pleadings to reflect the reduction and allowance in the
allowed Class 4B mezzanine facilities claims, according to the
agreement.

A full-text copy of the agreement is available without charge at:

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

Bank of America, N.A., is represented by:

         Benjamin S. Kaminetzky, Esq.
         DAVIS POLK & WARDWELL LLP
         450 Lexington Avenue
         New York, New York 10017
         Tel: (212) 450-4259
         Fax: (212) 701-5259
         Ben.kaminetzky@davispolk.com

Deuce Properties Ltd./Line Trust is represented by:

         Deborah Devan, Esq.
         NEUBERGER, QUINN, GIELEN, RUBIN & GIBBER, P.A.
         One South Street
         27th Floor
         Baltimore, Maryland 21202
         Tel: (410) 332-8522
         Fax: (410) 332-8505
         dhd@nqgrg.com

Goldman Sachs Mortgage Co. is represented by:

         Archon Group, LP, as servicing agent
         c/o Judith Elkin
         HAYNES AND BOONE, LLP
         30 Rockefeller Plaza
         New York, New York 10112
         Tel: (212) 659-4968
         Fax: (212) 884-8228
         Judith.elkin@haynesboone.com

JPMorgan Chase Bank, N.A., is represented by:

        Benjamin S. Kaminetzky, Esq.
        DAVIS, POLK & WARDWELL LLP
        450 Lexington Avenue
        New York, New York 10017
        Tel: (212) 450-4000
        Fax: (212) 701-5259
        Ben.kaminetzky@davispolk.com

Key Bank, N.A., is represented by:

        Kristi A. Davidson, Esq.
        BUCHANAN INGERSOLL & ROONEY, PC
        1290 Avenue of the Americas
        30th Floor
        New York, New York 10104
        Tel: (212) 440-4562
        Fax: (212) 440-4401
        Kristi.davidson@bipc.com

U.S. Bank National Association, solely in its capacity as trustee
for the Maiden Lane Commercial Mortgage-Backed Securities Trust
2008-1, is represented by:

        Howard S. Zelbo, Esq.
        CLEARY GOTTLIEB STEEN & HAMILTON LLP
        One Liberty Plaza
        New York, New York 10006
        Tel: (212) 225-2000
        Fax: (212) 225-3999
        hzelbo@cgsh.com

Wachovia Bank, N.A., is represented by:

        Brett H. Miller, Esq.
        MORRISON & FOERSTER LLP
        1290 Avenue of the Americas
        New York, New York 10104
        Tel: (212) 468-8000
        Fax: (212) 468-7900
        bmiller@mofo.com

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FRIEDMAN'S INC: Postpetition Payments Don't Affect Preference
-------------------------------------------------------------
Bankruptcy Judge Christopher S. Sontchi said the filing of
bankruptcy "fixes" the preference analysis as of the petition
date.  Neither the post-petition provision of new value by the
creditor nor the post-petition payment of unpaid, pre-petition new
value affects the preference calculation.

Prior to the Petition Date, Roth Staffing Companies, L.P. provided
staffing services for Friedman's.  During the preference period,
Friedman's Inc. paid $81,997.57 to Roth.  Subsequently, but prior
to the bankruptcy, Roth provided $100,660.88 of services to
Friedman's for which Roth was not paid.

On the Petition Date, Friedman's sought authorization to pay
Roth's pre-petition unsecured claim.  Friedman's asserted that its
employees, including Roth's staffers, needed to be paid
immediately or else Friedman's would face an "epidemic of Employee
departures" or suffer from a "significant deterioration in
morale."  The Court approved the Wage Motion, and Friedman's paid
$72,412.71 to Roth.

In February 2009, Friedman's filed a complaint against Roth
seeking to recover $81,997.57 as a preference.  Friedman's has
filed a motion seeking the entry of partial summary judgment on
its behalf, arguing that the post-petition payment of $72,412.71
to Roth under the Wage Motion reduced the amount of subsequent new
value available as an affirmative defense under 11 U.S.C. section
547(c)(4).  Friedman's argues that the post?petition payment
relates back to the preference period and reduces the amount of
Roth's subsequent new value defense from $100,660.88 to
$28,248.17, leaving a preference claim of $53,749.40.5

Counsel for Friedman's Inc. are Stevens & Lee, P.C., John D.
Demmy, Esq. -- jdd@stevenslee.com -- in Wilmington, Delaware; and
Nicholas F. Kajon, Esq. -- nfk@stevenslee.com -- in New York.

Cooch and Taylor, P.A.'s Susan E. Kaufman, Esq. --
skaufman@coochtaylor.com -- in Wilmington, Delaware; and Bradley
D. Blakeley, Esq. -- bblakeley@blakeleyllp.com -- at Blakeley &
Blakeley LLP, in Newport Beach, California, argue for Roth
Staffing Companies.

The case is FRIEDMAN'S INC., Debtor in Possession, v. ROTH
STAFFING COMPANIES, L.P., Adv. Proc. No. 09-50364 (Bankr. D.
Del.).  A copy of Judge Sontchi's Nov. 30, 2011 opinion is
available at http://is.gd/NEed4Dfrom Leagle.com.

                       About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/
and http://www.crescentonline.com/-- comprised a leading
specialty jewelry retail company.  Friedman's operated 388 stores
in 20 states with over 2,890 employees while Crescent Jewelers
operated 85 stores in 3 states with over 600 employees.

On Jan. 22, 2008, an involuntary Chapter 7 case was commenced
against Friedman's Inc.  On Jan. 28, 2008, the involuntary chapter
7 case was converted to a voluntary chapter 11 case.  Friedman's
and Crescent Jewelers filed the voluntary petition (Bankr. D. Del.
Case Nos. 08-10161 and 08-10179).

David M. Green, Esq., Jocelyn Keynes, Esq., and Nicholas F. Kajon,
Esq., at Stevens & Lee, P.C., in New York; and John D. Demmy,
Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, served as
counsel to the Debtors.  The Debtors' professionals also include
Rothschild, Inc., as investment banker and financial advisor;
Retail Consulting Services, Inc. as real estate and lease
consultants; ASK Financial as special counsel to review, analyze,
and prosecute preference claims; Grant Thornton LLP as Tax
Advisors; and KZC Services, LLC's Salvatore LoBiondo, Jr., as
Chief Restructuring Officer, and Charles Carnaval as Director of
Restructuring.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases was represented by Christopher J. Caruso, Esq.,
Alan Kolod, Esq., Lawrence L. Ginsburg, Esq., at Moses & Singer
LLP in New York; and Charlene D. Davis, Esq., at Bayard, P.A., in
Wilmington, Delaware.  The Committee also retained Consensus
Advisors as its financial advisors.

On April 10, 2008, the Court approved the sale to Whitehall
Jewelers, Inc., and a joint venture led by Great American Group
LLC to sell to Whitehall the inventory and related property at 78
of the Debtors' stores, and to assume and assign to Whitehall the
leases with respect to those 78 stores.  On June 30, 2008, the
liquidation of the balance of the Debtors' assets through store
closing sales were concluded.

At a hearing conducted on April 20, 2009, Friedman's and Crescent
Jewelers attained confirmation of their liquidating plan.


GATEWAY METRO: Can Obtain $350,000 DIP Loan from Flying Tigers
--------------------------------------------------------------
The Hon. Barry Russell the U.S. Bankruptcy Court for the Central
District of California authorized Gateway Metro Center, LLC, to

   a) obtain postpetition financing of up to $350,000 from Flying
      Tigers LLC, a California limited liability company, pursuant
      to a Debtor In Possession Financing Agreement; and

   b) granting superpriority administrative expense status and
      granting a secured interest in certain property of the
      Debtor's estate.

The proceeds of the DIP Loan will be used, if necessary, by the
Debtor for reasonable and necessary (1) costs incurred during the
pendency of the case in accordance with any budget; and (2) fees
and expenses of the Debtor's professionals during the pendency of
the bankruptcy case and as allowed and approved by the Bankruptcy
Court.

The Debtor will repay to lender the then unpaid principal amount
of the DIP Loan, on the date that is the earliest of (i) the
effective date of a plan of reorganization in the Debtor's Chapter
11 case confirmed by an order of the Bankruptcy Court,
(ii) Dec. 31, 2012, or (iii) the occurrence of an Event of
Default.

All obligations of the Debtor under the DIP Agreement will be
secured by (1) a junior secured lien on Gateway Metro Center and
(2) a junior secured lien on the land, and a superpriority
administrative expense claim status.

                    About Gateway Metro Center

Gateway Metro Center LLC, is a California limited liability
company whose primary assets include (1) an approximately 121,462
square foot - 11 story office building and land located in the
City of Pasadena, California ("Gateway Metro Center" formerly
known as Gateway Tower) including rights to further develop the
land on which the Gateway Metro Center is located, and (2) an
approximately 8,000 square feet parcel of land immediately
abutting the office buildingO.

The Company filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 11-47919) on Sept. 6, 2011.  Judge Barry Russell presides over
the case.  Howard J. Weg, Esq., and Lorie A. Ball, Esq. --
hweg@pwkllp.com and lball@pwkllp.com -- at Peitzman, Weg &
Kempinsky LLP, in Los Angeles, California, represent the Debtors.
Skeehan & Company serves as accountant to the Debtor.  FTI
Consulting, Inc., is the financial advisor to the Debtor.
Colliers International, Inc. acts as leasing broker.

In its schedules, the Debtor disclosed $32,570,485 in assets and
$22,338,135 in debts.  The petition was signed by John F. Pipia,
its president.


GATEWAY METRO: Wants to Pay Property Tax Using Impounded Funds
--------------------------------------------------------------
Gateway Metro Center, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for authorization to apply its
impounded tax funds toward the payment of its current property tax
bill due Dec. 10, 2011, in accordance with the final cash
collateral order.

The Debtor asks the Court to compel lenders -- Allstate Life
Insurance Company and Road Bay Investment, LLC -- to comply with
the Oct. 3 cash collateral order; and turn over escrowed tax funds
that the Debtor impounded prepetition.

The Debtor related that pursuant to the terms of the loan, it was
required to impound a pro rata monthly portion of its estimated
annual real estate property taxes.  As of the Petition Date, the
Debtor had deposited $27,135 with Newmark Realty Capital, Inc.,
Allstate's loan servicer.  The Debtor was unable to complete the
negotiations of a consensual cash collateral order with Allstate
prior to filing its voluntary chapter 11 petition.  On the
Petition Date, the Debtor moved for an order authorizing the
Debtor to use cash collateral.

                    About Gateway Metro Center

Gateway Metro Center LLC, is a California limited liability
company whose primary assets include (1) an approximately 121,462
square foot - 11 story office building and land located in the
City of Pasadena, California ("Gateway Metro Center" formerly
known as Gateway Tower) including rights to further develop the
land on which the Gateway Metro Center is located, and (2) an
approximately 8,000 square feet parcel of land immediately
abutting the office buildingO.

The Company filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 11-47919) on Sept. 6, 2011.  Judge Barry Russell presides over
the case.  Howard J. Weg, Esq., and Lorie A. Ball, Esq. --
hweg@pwkllp.com and lball@pwkllp.com -- at Peitzman, Weg &
Kempinsky LLP, in Los Angeles, California, represent the Debtors.
Skeehan & Company serves as accountant to the Debtor.  FTI
Consulting, Inc., is the financial advisor to the Debtor.
Colliers International, Inc. acts as leasing broker.

In its schedules, the Debtor disclosed $32,570,485 in assets and
$22,338,135 in debts.  The petition was signed by John F. Pipia,
its president.


GAY NINETIES: First Creditors' Meeting Set for Dec. 29
------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal's
Metropolis section, reports that the first meeting of creditors of
Bill's Gay Nineties is scheduled for Dec. 29.

Bill?s Gay Nineties blamed the bankruptcy to its change in
fortunes on the economy and problems with its lease agreement.
Bill?s Gay Nineties claimed debts and assets each between $100,000
and $500,000 in its bankruptcy petition.  The largest debt
disclosed in its filing was for $40,000 to landlord Tynker 9 and
12 LLC, according to property records.

WSJ relates lawyers representing Tynker 9 and 12 didn?t respond to
request for comment.

The restaurant said in court documents that it "plans to either
negotiate a lease extension or move its operation to a nearby
location."

WSJ relates the owner of Bill's Gay Nineties and the lawyer
representing the restaurant didn't return request for comment
Monday, but a restaurant employee did confirm that Bill?s was
operating as usual.

Bill's Gay Nineties is a restaurant located in a five-story
townhouse at 57 E. 54th St. in New York.  The corporate entity,
Gay Nineties Realty Corp., filed for Chapter 11 (Bankr. S.D.N.Y.
Case No. 11-15454) on Nov. 27, 2011, and is represented by
Lawrence F. Morrison, Esq. -- morrlaw@aol.com  A copy of the
petition is available at no extra charge at
http://bankrupt.com/misc/nysb11-15454.pdf


GERDAU AMERISTEEL: Moody's Withdraws 'Ba1' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service upgraded to Baa3 from Ba1 the ratings of
Gerdau Ameristeel's 5.3% Industrial Revenue Bonds due May 2037,
issued by Jacksonville Economic Development Commission, which
bonds are guaranteed by Gerdau S.A. (Gerdau). At the same time,
Moody's assigned a Baa3 Issuer Rating to Gerdau and withdrew
Gerdau's corporate family rating of Ba1 on the global scale. The
rating outlook is stable. This concludes the rating review which
began on March 22, 2011.

RATINGS RATIONALE

The upgrade reflects the improved financial condition of the
company following its successful equity issuance in April 2011
through which Gerdau raised approximately BRL 3.6 bn, and the
resulting improved liquidity position and declining leverage. As
of September 30, 2011 total cash position was BRL 4.3 bn and
leverage, expressed by Net Adjusted Debt to LTM Adjusted EBITDA
(considering a minimum cash position of US$1.5 bn) was at 2.9x, a
level which Moody's believes will be sustained even as the company
continues to execute its large investment program and faces margin
pressure coming from higher costs and weaker pricing in Brazil.
From a strategic perspective, the ongoing investments for greater
self-sufficiency of key inputs (namely iron ore) should improve
margins and the overall competitiveness of Gerdau over the near to
medium term. Potential monetization of iron ore assets may benefit
the company's liquidity. Gerdau's scale, business profile, and
good diversification, together with its low cost minimill
operating structure with a high proportion of variable costs, are
also supportive of the rating.

Gerdau's Baa3 rating is supported by its historically solid cash
generation, which reflects its strong market position in the
several markets where it operates, its good operational and
geographic diversity, and cost-driven management. While Gerdau's
variable cost structure, high integration level and large scale
provide good operating flexibility, reducing downside risk and
translating into historically solid EBITDA margins through the
industry's cycles, structural changes in the Brazilian steel
industry leading to increased imports should keep margins under
pressure over the near term (but still comparing positively to
most international peers). Moody's would expect margins to
somewhat recover once ongoing investments in product mix
improvement and cost reduction are completed within the next
couple of years. Gerdau's liquidity position remains healthy based
on robust available cash position and availability under sizable
committed credit facilities, adequate debt maturity profile, and
access to export-related and BNDES loans. Gerdau's exposure to the
cyclicality of the steel industry, which is subject to global and
regional supply-demand imbalances, trade flows and sharp price
changes, and product mix that includes a high proportion of long
steel, giving the group a relatively high exposure to the
construction industry, are constraining factors for its rating.

The stable outlook reflects Moody's expectation that structural
changes in the Brazilian steel sector will result in lower (but
still comfortable) margins going forward, helped by its good
operational flexibility and efficient cost management. As a
result, leverage as measured by Net Adjusted Debt to Adjusted
EBITDA (considering a minimum cash position of US$1.5 bn) is
expected to remain below 3.0x in the coming quarters. In the
medium term, margins should benefit from the ongoing investments
in product mix improvement and cost reduction. The stable outlook
also considers that capex and liquidity will continue to be
prudently managed, and that Gerdau will focus on debt reduction.

Upward pressure on Gerdau's ratings or outlook could be considered
if Net Adjusted Debt to EBITDA (considering a minimum cash
position of US$1.5 bn) decreases further and stays below 2.0x
during the execution of its capex program, with the maintenance of
strong liquidity levels. An upgrade would also be considered if
Free Cash Flow to Adjusted Net Debt stays in the mid-teens on a
sustained basis.

Though not anticipated in the near term, negative pressure on the
rating or outlook could result from weaker liquidity or from
persistently high leverage,with Net Adjusted Debt to Adjusted
Ebitda above 3x for an extended time period or in case of a sharp
deterioration in the group's liquidity position or financial
performance.

Upgrades:

  Issuer: Jacksonville Economic Development Comm., FL

   -- Senior Unsecured Revenue Bonds, Upgraded to Baa3 from Ba1,
      guaranteed by Gerdau S.A.

   Outlook Actions:

   -- Issuer: Gerdau S.A.

   -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

   Issuer: Gerdau S.A.

   -- Corporate Family Rating, Withdrawn, previously rated Ba1

   Issuer: Jacksonville Economic Development Comm., FL

   -- Senior Unsecured Revenue Bonds, Withdrawn, previously rated
      LGD4, 63%

The principal methodology used in rating Gerdau S.A. was the
Global Steel Industry Methodology published in 2009.

Gerdau S.A. is the largest long steel producer in the Americas and
the second largest globally, and also a leading player in the
specialty steel industry worldwide, with total capacity of about
26 million tons per year of crude steel and 23 million tons per
year of rolled products. Gerdau North America is the second
largest long steel producer in North America. In the last twelve
months ended September 30, 2011, Gerdau reported net revenues of
about US$20.7 billion. The group has operations in 14 countries,
including Brazil, USA, Canada, Chile, Peru, Uruguay, Argentina,
Mexico, Venezuela, Colombia, Spain, India, Guatemala and the
Dominican Republic.

The Local Market analyst for this rating is Barbara Mattos, 5511-
3043-7357


GETTY PETROLEUM: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Getty Petroleum Marketing Inc.
        1500 Hempstead Turnpike
        East Meadow, NY 11554

Bankruptcy Case No.: 11-15606

Chapter 11 Petition Date: December 5, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Shelley C. Chapman

Debtor's Counsel: John H. Bae, Esq.
                  GREENBERG TRAURIG, LLP
                  Met Life Building
                  200 Park Avenue
                  New York, NY 10166
                  Tel: (212) 801-9200
                  Fax: (212) 801-6400
                  E-mail: baej@gtlaw.com

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

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

The petition was signed by Bjorn Q. Aaserod, chief executive
officer and chairman of the board.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Gasway Inc.                           11-15607
Getty Terminals Corp.                 11-15608
PT Petro Corp.                        11-15609

Getty Petroleum's List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bionol Clearfield LLC              Arbitration Award  $230,000,000
250 Technology Drive
Clearfield, PA 16830

LUKOIL North America LLC           Contract            $42,000,000
505 Fifth Avenue
New York, NY 10017

Getty Properties Corp.             Lease Dispute       $13,907,848
125 Jericho Turnpike, Suite 103
Jericho, NY 11753

Akin Gump Strauss Hauer & Feld LLP Professional Fees    $1,904,479
1333 New Hampshire Avenue NW
Washington, DC 20036

Cooley Manion Jones LLP            Professional Fees      $825,630
Counselors At Law
21 Custom House Street
Boston, MA 12110-3536

Tyree Service Corp.                Maintenance Fees       $513,239
Dept Ch 19179,
Palatine, IL 60055-9179

Citibank, N.A.                     Bank Fees              $277,581
3800 Citibank Center
Building B, 3rd Floor
Tampa, FL 33610

Tyree Environmental Corp.          Consulting Fees        $291,861
Dept Ch 19179
Palatine, IL 60055-9179

Thompson Hine LLP                  Professional Fees      $201,784

McCarter & English LLP             Professional Fees      $186,758

South Jersey Fuel                  Trade Debt             $182,461

Anderson Kill & Olick, P.C.        Professional Fees      $154,770

Bleakley Platt & Schmidt, LLP      Professional Fees      $100,035

Sunoco, Inc.                       Trade Debt              $95,692

Posternak Blankstein & Lund        Professional Fees       $65,616

Citgo Petroleum Corp.              Trade Debt              $63,954

Arfa Enterprises, Inc.             Trade Debt              $62,448

Fox Rothschild LLP                 Professional Fees       $53,763

Brach Eichler LLC                  Professional Fees       $49,754

Friedman Gaythwaite                Professional Fees       $48,321

Ruskin, Moscou, Evans, &           Professional Fees       $43,203
Faltischek, P.C.

Junell Corporation                 Trade Debt              $39,226

Archery Paint & Plaster, Inc.      Trade Debt              $25,350

E.S.& H. Compliance                Consultant Fees         $23,056

Lexpath Technologies Holdings      Trade Debt              $14,799

Kilpatrick Stockton, LLP           Professional Fees       $14,765

Camin Cargo Control, Inc.          Trade Debt              $13,701

Metro Terminals Corp.              Trade Debt              $11,401

Groundwater & Environmental        Consultant Fees          $9,522
Services, Inc.

Atlantic Product Services, Inc.    Trade Debt               $8,632


GOLD AMERICAS: Fitch Affirms Issuer Default Rating at 'B+'
----------------------------------------------------------
Fitch Ratings has affirmed Golden Americas Ltd's (GA) foreign
currency Issuer Default Rating (IDR) at 'B+' and its US$14.4
million note issuance due 2018 at 'B+/RR4'.  The Rating Outlook is
Stable.

GA's ratings reflect the company's minority shareholder position
in Termobarranquila (TEBSA), as well as the structural
subordination of its debt to that of LEASECO.  Positively, the
ratings factor in TEBSA's relatively stable and predictable cash
flow, which is used to service interest payments, as well as GA's
moderate debt levels.

Structural Subordination Limits GA's Rating

GA is a vehicle created to raise funds to finance the acquisition
of TEBSA.  As a result, it is in a highly subordinated position
relative to the cash flow of its operating subsidiary, TEBSA.
Through a structured agreement, TEBSA makes lease payments to
LEASECO, which are used to serve about USD13.3 million of secured
debt obligations.  LEASECO then forwards the remaining proceeds,
if any, to an intermediate holding company called Golden Gate
(GG), in which GA has a 26.3% stake.  This structure diminishes
GA's ability to control the flow of dividends used to service its
US14.4 million of financial debt.

Although GA does not control GG, the company does benefit from a
shareholders' agreement that allows the company to appoint two of
the five members of GG's board of directors.  GA is mandated by
its debt covenants to vote against allowing GG to enter into any
indebtedness if proceeds from such borrowing are not associated
with an increase in capacity or the refinancing of existing debt.
Should the intermediate holding company (GG) issue any debt, it
will further increase GA's structural subordination to its cash
flow, therefore negatively affecting GA's credit quality.

Stable and Predictable Cash Flow Generation

TEBSA's cash flow is considered to be stable and predictable,
reflecting a well-structured power purchase agreement (PPA)
between TEBSA and state-owned utility GECELCA (Fitch National
Scale Rating of 'AA-(COL)', with a Positive Outlook).  This 20-
year PPA, which is based on fixed capacity payments and
compensation for start-ups, has been in existence since 1996 and
accounts for the bulk of TEBSA's revenues.  These payments are
estimated to amount to approximately USD50 million per year
through 2015.  TEBSA, in turn, uses the proceeds from the PPA to
cover fixed costs of about USD12 million per year and used to
service its lease agreement with LEASECO.  As a result of this
structure and while the PPA continues, the credit quality of GA
and GECELCA are essentially linked.

TEBSA's standalone credit quality is supported by its competitive
position as the largest thermoelectric generation plant in
Colombia with 21% of the thermoelectric installed capacity.
TEBSA's capacity represents half of the total capacity for the
Atlantic coastal area and its facilities are critical to the
region's energy stability.  Consequently, TEBSA enjoys a
competitive advantage over comparable local thermal generators as
reflected in the actual dispatch of the facility.  Its credit
quality also benefits from its relationship with its off-taker,
GECELCA. TEBSA's 918 megawatts (MW) of installed thermoelectric
capacity is primarily located on Colombia's Atlantic Coast.  TEBSA
receives its fuel needs from GECELCA under terms also outlined in
the PPA, which mitigates the company's exposure to fuel cost risk
and adds to cash flow stability and predictability.

As of Dec. 2010, TEBSA reported a negative EBITDA of US$18,6
million and total subordinated debt of US$61 million.  TEBSA's
weak EBITDA reflects both the onerous lease payments to LEASECO
which are accounted for as operating cost and the declining PPA
payments from GECELCA, which have bottomed at US$50 million in
accordance with the preset capacity payment schedule.

Conservative Debt Level and Credit Metrics

GA's credit protection metrics are considered adequate for the
assigned rating and are expected to remain relatively stable going
forward as a result of LEASECO's stable cash flow.  GA's cash flow
generation is expected to range between approximately US$1.9
million and US$4 million per year over the next six years, which
compares favorably with its debt service, composed entirely of
interest expense, of US$1.4 million.  As of September 2011, GA's
cash from operations has evolved in line with the base scenario
considered by Fitch, registering close to USD 1 million and an
interest payment of USD 790,000 dollars. Next interest payment is
planned for December 17.

GA is a holding company that indirectly owns 15% of TEBSA, the
largest thermoelectric generating company in Colombia.  It also
has a 26.3% indirect ownership stake in a leasing company,
LEASECO, which in turn owns the majority of TEBSA's operating
assets and maintenance agreement.


GRAFTECH INT'L: Moody's Upgrades Corp. Family Rating to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service upgraded GrafTech International Ltd's
(GrafTech) Corporate Family Rating (CFR) to Ba1 and rated its $570
million senior secured revolving credit facility Baa3 (LGD3, 35%).
Moody's also changed GrafTech's Probability of Default Rating
(PDR) to Ba1 from Ba3, and downgraded its speculative grade
liquidity rating to SGL-2 from SGL-1. The ratings outlook was
moved to stable from positive.

The new facility matures on the earlier of October 7, 2016 (five
years), or on August 30, 2015 (almost four years), if GrafTech's
$200 million senior subordinated debt is still outstanding and the
company does not meet certain minimum liquidity requirements. It
replaces the company's previous $260 million facility that would
have matured in April 2013.

The following summarizes the ratings:

GrafTech International Ltd.

Ratings upgraded:

Corporate Family Rating -- Ba1 from Ba2

Probability of default rating -- Ba1 from Ba3

Ratings downgraded:

Speculative Grade Liquidity rating -- SGL-2 from SGL-1

GrafTech Finance Inc.

Rating assigned:

Gtd Sr Sec revolving credit facility due 2016 -- Baa3 (LGD3, 35%)

Ratings withdrawn:

Gtd Sr Sec revolving credit facility due 2013 -- Ba1 (LGD2, 24%)

Outlook: Stable

RATING RATIONALE

GrafTech's Ba1 Corporate Family Rating (CFR) is supported by its
low leverage, attractive EBITDA margins, leading market positions
in graphite electrode sales, as well as geographic and operational
diversity with relatively low cost manufacturing facilities
located on four continents. The rating also assumes that GrafTech
will continue to expand its Engineered Solutions business through
new applications and acquisitions to provide greater product and
end market diversity. However, the rating is constrained by the
company's relatively narrow product line as graphic electrodes
still account for the vast majority of earnings and cash flow.
Additionally, the company is exposed to cyclical end markets (the
steel industry) and volatile raw materials costs (needle coke
accounts for approximately 45% of the manufacturing cost of
graphite electrodes) and energy costs, which are not correlated
with the price of steel. Moody's also believes that supplier and
customer concentration can create greater variability in margins
over the business cycle. The acquisition of needle coke producer
SeaDrift Coke has improved the company's ability to hedge changes
in raw material costs. GrafTech remains under levered for its
rating category, despite the acquisition of SeaDrift Coke LP and
C/G Electrodes LLC in November 2010. The rating incorporates
Moody's expectation that the company will continue to grow through
bolt-on acquisitions, but will maintain relatively conservative
financial policies supportive of the Ba1 CFR. Moody's noted that
GrafTech has used equity to partially finance past acquisitions
and the Ba1 rating anticipates that it will use equity to
partially fund any acquisition larger than $250 million.
Furthermore, ongoing elevated capital expenditures and potential
acquisitions will result in higher leverage in 2012. Additionally,
given the state of the steel markets, Moody's expects the graphite
electrode business to be relatively flat in 2012.

The speculative grade liquidity rating was moved to SGL-2 (from
SGL-1) based on Moody's expectation that the company will continue
to have negative free cash flow in early 2012 as it continues
capital expenditures above historical average levels to grow its
business. Its liquidity is supported by modest cash balances and
approximately $370 million of availability under committed
facilities (assuming the new revolving credit facility was in
place on June 30, 2011).

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

GrafTech International Ltd., headquartered in Parma, Ohio, is a
leading global manufacturer of graphite electrodes, and other
graphite products. Revenues were $1.3 billion for the twelve
months ended September 30, 2011.


GREEN EARTH: Incurs $2.2 Million Net Loss in Sept. 30 Quarter
-------------------------------------------------------------
Green Earth Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $2.26 million on $1.84 million of net sales for the
three months ended Sept. 30, 2011, compared with a net loss of
$2.60 million on $460,000 of net sales for the same period a year
ago.

The Company reported a net loss of $12.20 million on $7.50 million
of net sales for the year ended June 30, 2011, compared with a net
loss of $12.88 million on $2.43 million of net sales during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.49 million in total assets, $6.02 million in total liabilities,
all current, and a $2.53 million total stockholders' deficit.

Friedman LLP, in East Hanover, New Jersey, noted that the
Company's losses, negative cash flows from operations, working
capital deficit and its ability to pay its outstanding liabilities
through fiscal 2012 raise substantial doubt about its ability to
continue as a going concern.

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

                        http://is.gd/2lKYl8

                    About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.


GUIDED THERAPEUTICS: Incurs $2.6 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Guided Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $2.66 million on $1.02 million of service revenue for
the three months ended Sept. 30, 2011, compared with a net loss of
$635,000 on $676,000 of service revenue for the same period during
the prior year.

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.

The Company also reported a net loss of $3.88 million on $2.70
million of service revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.56 million on $2.30 million
of service revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.84 million in total assets, $5 million in total liabilities,
and a $2.16 million total stockholders' deficit.

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.

                     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.


GUIDED THERAPEUTICS: Amends 2.6 Million Common Shares Offering
--------------------------------------------------------------
Guided Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 2 to Form S-1 registration
statement relating to 2,600,000 shares of the Company's common
stock issued or issuable upon the exercise of warrants at an
exercise price of $0.01 per share.  The shares offered by this
prospectus may be sold from time to time by the selling
stockholders at prevailing market prices or prices negotiated at
the time of sale.

The Company will not receive any cash proceeds from the sale of
shares by the selling stockholders, but to the extent that the
warrants are exercised in whole or in part, the Company will
receive payment for the exercise price.  The Company will pay the
expenses of registering these shares.

The Company's common stock is dually listed on the OTC Bulletin
Board and the OTCQB quotation systems under the symbol "GTHP."
The last reported sale price of the Company's common stock on the
OTCBB on Nov. 30, 2011, was $0.98 per share.  The selling
shareholders will sell at a prevailing market price per share as
quoted on the OTC Bulletin Board.

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

                       http://is.gd/09DzYj

                     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.


HALO COMPANIES: Incurs $558,000 Net Loss in Third Quarter
---------------------------------------------------------
Halo Companies, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $558,780 on $1.45 million of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $1.06 million on
$1.67 million of revenue for the same period during the prior
year.

The Company reported a net loss of $3.6 million on $6.9 million of
revenue for 2010, compared with a net loss of $1.9 million on
$9.1 million of revenue for 2009.

The Company also reported a net loss of $2.96 million on
$3.11 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.55 million on $5.76 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.47 million in total assets, $4.56 million in total liabilities,
and a $3.08 million total shareholders' deficit.

As reported by the TCR on April 8, 2011, Montgomery Coscia
Greilich LLP, in Plano, Texas, expressed substantial doubt about
Halo Companies' ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
since its inception and has not yet established profitable
operations.

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

                        http://is.gd/Ga1fXk

                        About Halo Companies

Allen, Texas-based Halo Companies, Inc., is a nationwide real
estate investment, asset management and financial services company
that provides technology and asset management solutions to asset
owners as well as real estate and financial services to
financially distressed consumers which can be applied individually
or utilized as a comprehensive workout strategy.


HARMAN INT'L: Moody's Raises Corporate Family Rating to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service raised the ratings of Harman
International Industries, Incorporated (Harman) - Corporate Family
and Probability of Default Ratings to Ba1 from Ba2. The rating
outlook is changed to positive from stable. The Speculative Grade
Liquidity Rating also was raised to SGL-1 from SGL-2.

Ratings raised:

Corporate Family Rating, to Ba1 from Ba2;

Probability of Default Rating, to Ba1 from Ba2;

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

Ratings affirmed:

$550 million senior secured multi-currency revolving credit due
December 2015, Baa2 (LGD2, 16%)

RATING RATIONALE

The raising of Harman's Corporate Family Rating to Ba1 reflects
the company's much improved credit metrics and strong free cash
flow generation. Harman's improved cost structure follows the
attainment of the company's STEP Change program's targeted $400
million in sustainable cost-savings on an annualized basis over
the fiscal year 2008 baseline. These savings are expected to be
further leveraged through the continued recovery of global
automotive production levels that began in late 2009. Profit
margin improvement is expected to continue over the intermediate
term with Harman's announced backlog of $11.4 billion in its
infotainment business and $3.1 billion in its premium audio
segment. Improved profit margins imbedded in the company's
infotainment backlog and ongoing cost improvement actions are
expected support profit margin growth over the intermediate-term
even with continued pressure from raw material prices, and
customer price downs, as the business backlog expands into mid-
level platforms. About 56% of the company's revenues are generated
out its infotainment segment. Harman's LTM EBIT/Interest
(including Moody's standard adjustments) as of September 30, 2011
was approximately 4.1x, and debt/EBITDA approximated 2.1x.

Moody's expects the global automotive industry to continue its
recovery from the industry troughs of 2009. Yet, regional
recoveries will vary with automotive retail unit sales in the U.S.
expected to grow about 16% in 2012 and European passenger car
registrations remaining flat at best. Harman's automotive business
largely supports luxury and premium-end passenger cars which are
heavily exported to the U.S. and Asian markets where retail unit
growth is expected to continue, albeit and lower than recent
trends. Harman's lifestyle segment (which incorporates consumer
and automotive premium audio) and professional audio markets may
be challenged by volatile consumer confidence and discretionary
spending levels.

The affirmation of the Baa2 rating of Harman's senior secured
multi-currency revolving credit considers Moody's expectation of
the repayment of the $400 million convertible note in October
2012. The repayment of this debt eliminates the company's
unsecured debt and improves the recovery prospects of the all bank
debt capital structure under the LGD methodology. However, Moody's
expects the assets securing the bank debt to be released in any
positive rating action supported by the assigned positive outlook,
resulting in a bank facility rating matching the company's
unsecured debt rating. As such, the current bank facility rating
not increased to reduce further rating volatility.

The positive rating outlook incorporates Moody's expectation of
the retirement of the company's convertible notes, effectively
eliminating all funded debt, and the maintenance of a very good
liquidity profile over the near-term. As such, Harman's operating
performance should continue to support stronger credit metrics
even with the potential impact of stalled European consumer
automotive demand driven by regional economic uncertainty.

Harman's SGL-1 Speculative Grade Liquidity Rating indicates
Moody's expectation of a very good liquidity profile over the
near-term supported by substantial cash balances and expected free
cash flow generation. As of September 30, 2011, the company
maintained approximately $689 million of cash, cash equivalents
and short-term investments. Harman's trend of generating positive
annual free cash flow since the industry downturn of 2009 is
expected to continue over the near-term even with higher working
capital needs. Moody's expects this free cash flow generation and
cash on hand to be more than sufficient to address the maturity of
$400 million in convertible notes due in October 2012, and
continue to support a very good liquidity profile. As of September
30, 2011, the company's $550 million multi-currency revolving
credit facility was undrawn with about $7.3 million of letters of
credit outstanding. This facility matures in December 2015. Harman
is expected to operate with ample headroom under the revolver's
financial covenants over the near-term. Harman's capacity for
additional borrowings outside of the multi-currency revolving
credit facility is limited by lien limitations under this facility
and a debt incurrence test under its convertible notes.

Factors that could lead to a higher rating include: i) continued
growth in the company's global automotive and consumer markets,
ii) maintenance of its strong brand names and competitive market
positions; ii) further expansion in the profit margins to the high
single-digits and free cash flow generation; iii) a demonstrated
commitment to maintaining shareholder return policies and
acquisitions strategies which preserve the company's very good
liquidity profile, iv) and demonstrated conservative financial
policies. Consideration for a higher rating could also result from
EBIT/Interest sustained above 6.0x and Debt/EBITDA approaching 2x.

A lower outlook or rating over the intermediate term is unlikely
provided that Harman continues to successfully implement new
program launches and maintains its very good liquidity profile.
With the planned retirement of the company's convertible notes,
the Company's credit metrics are expected to continue to support
the assigned rating and outlook even if there were to be a modest
stall in the growth of global automotive sales.

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

Harman International Industries, Incorporated, headquartered in
Stamford, Conn., is a leading manufacturer of high quality, high
fidelity audio products and electronic systems for the consumer,
automotive, and professional markets. Revenues for fiscal year
2011 were approximately $3.8 billion.


HARRIBURG,PA: Residents File Suit Over State Takeover
-----------------------------------------------------
The Associated Press reports that the state takeover of
Pennsylvania's financially troubled capital city received a fresh
challenge on Dec. 1, 2011, as three Harrisburg residents filed a
federal lawsuit calling it an unconstitutional violation of their
rights and asking for it to be stopped.

According to the report, the suit names Gov. Tom Corbett, who
signed a law on Oct. 20, 2011, enabling an unprecedented takeover
of Harrisburg, and his appointee who, if confirmed, would have
broad authority to force the city to pay down a massive debt tied
to its trash incinerator.

The report says the lawsuit was filed by a former mayoral
candidate, a firefighters' union president and a religious leader.
It alleges that the law and the state's takeover violate the
plaintiffs' constitutional rights to due process and equal
protection.

The report adds that the suit is the latest twist in a battle over
who will end up footing the $300 million incinerator debt that
dwarfs the city's annual operating budget.

The first attempt to stop the takeover failed when a federal
bankruptcy judge threw out a petition by a divided City Council to
get federal bankruptcy protection for Harrisburg.  The judge said
the city had been legally barred by a separate state law -- signed
June 30, 2011 by Gov. Corbett -- from seeking bankruptcy
protection and, in any case, had no authority to go over the
mayor's head to file it.

The Republican governor and Democratic Mayor Linda Thompson had
opposed the filing.  Supporters of the bankruptcy petition viewed
it as the best way to force creditors, such as Dauphin County and
bond insurer Assured Guaranty Municipal Corp., to assume part of
the incinerator debt, the report relates.

The report says a state judge last week heard arguments in Gov.
Corbett's case to appoint longtime municipal finance lawyer David
Unkovic as Harrisburg's receiver.

                  About Harrisburg, Pennsylvania

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

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

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

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

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

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

The governor of Pennsylvania selected an individual to serve as
receiver and take over the city.


HARRISBURG, PA: Judge Explains Decision to Dismiss Chapter 9 Case
-----------------------------------------------------------------
Chief Bankruptcy Judge Mary France issued an opinion dated Dec. 5,
2011, explaining her decision to dismiss the Chapter 9 bankruptcy
petition filed by the city of Harrisburg.  The Court determined
that the case should be dismissed because (1) the Harrisburg City
Council did not have the authority under the Optional Third Class
City Charter Law and the Third Class City Code to commence a
bankruptcy case on behalf of Harrisburg and (2) the City was not
specifically authorized under state law to be a debtor under
Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).  The
Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the petition.  A copy of Judge
France's decision is available at http://is.gd/pCMQmEfrom
Leagle.com.

                  About Harrisburg, Pennsylvania

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

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

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

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

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

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

The governor of Pennsylvania selected an individual to serve as
receiver and take over the city.


HARRISBURG, PA: Judge Approves David Unkovic as Receiver
--------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that a
Pennsylvania judge on Friday appointed a governor-nominated
receiver to handle the budget of the state capital Harrisburg,
giving him 30 days to come up with a plan to fix the city's
finances.  According to Law360, state court Judge James R. Kelley
said David Unkovic, a former Cozen O'Connor attorney with 30 years
of experience as a bond counsel, must implement an emergency
reorganization plan developed by the secretary for Pennsylvania's
Department of Community and Economic Development, Commonwealth.

                  About Harrisburg, Pennsylvania

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

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

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

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

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

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

The governor of Pennsylvania has selected an individual to serve
as receiver and presumably take over the city following a hearing
in state court on Nov. 28.


HELEN KELLER: Moody's Affirms 'Ba1' Rating on Fixed Rate Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating assigned to
Helen Keller Hospital's (Helen Keller) Series 2003 fixed rate
bonds issued by the Colbert County-Northwest Alabama Healthcare
Authority AL. The outlook is stable.

SUMMARY RATINGS RATIONALE

The affirmation of the Ba1 rating and stable outlook is
attributable to Helen Keller's generally stable operating
performance over the past year and Moody's expectation that the
organization will maintain or improve current levels of
performance.

Helen Keller Hospital has additional outstanding debt secured
under the master indenture but not rated by Moody's, including
approximately $19 million of Series 2006 bonds, $5 million of
Series 2008 bonds, and $3 million of Series 2010 bonds. The Series
2006, 2008, and 2010 fixed rate bonds are privately placed with
banks.

The Colbert County-Northwest Alabama Healthcare Authority
(Authority) owns 159 staffed bed Helen Keller Hospital and 25
staffed bed Red Bay Hospital, as well as other assets.

STRENGTHS

*New Chief Executive Officer (CEO) installed effective June 2011,
who has committed to improving financial performance

*Affiliation with Huntsville Hospital has resulted in supply cost
savings and operational improvements

*Proven ability to operate with low levels of liquidity

CHALLENGES

*Continued decline in surgeries, which are down 7.4% following
similar declines in FY 2010

*Commercial insurance market dominated by Blue Cross, limiting
ability of small providers to negotiate meaningful rate increases

*Competition from for-profit Regional Care Partners which operates
two hospitals in the service area, one of which, Shoals Hospital,
is located less than a mile from Helen Keller and is a source of
material competition

Outlook

The stable outlook reflects Moody's expectation that Helen Keller
will maintain or improve current levels of financial performance.

WHAT COULD MAKE THE RATING GO UP

Sustained improvement in operating performance; stabilization and
growth of patient volumes; growth in liquidity

WHAT COULD MAKE THE RATING GO DOWN

Further operating losses; continued patient volume volatility;
change in competitive landscape; additional debt

PRINCIPAL METHODOLOGY USED

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


HIGH LINER: Moody's Assigns 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family
rating (CFR) to High Liner Foods, Inc. (High Liner). Concurrently,
Moody's has assigned a B2 rating to the company's proposed $250
million senior secured term loan due 2017. The rating outlook is
stable.

On November 17, 2011, High Liner Foods announced that it has
reached an agreement to acquire the U.S. subsidiary (Icelandic
USA) and Asian procurement operations of Icelandic Group h.f., for
$230.6 million. Proceeds from the proposed term loan and
borrowings on the amended and upsized $180 revolver are expected
to fund the acquisition and repay existing debt.

These ratings have been assigned subject to the review of final
documentation:

B1 Corporate Family Rating;

B1 Probability of Default Rating;

B2 (LGD4, 65%) to the proposed $250 million senior secured term
loan due 2017; and

Speculative grade liquidity rating of SGL-3.

RATINGS RATIONALE

The B1 corporate family rating reflects High Liner's narrow focus
in the North American frozen seafood market, exposure to volatile
seafood prices, and integration risks upon completion of the
Icelandic USA acquisition. The rating incorporates High Liner's
high post acquisition leverage and Moody's expectation that
leverage will gradually improve as acquisition synergies are
realized. Further, the rating is supported by High Liner's
historically conservative financial policies and adequate
liquidity.

High Liner is reported to have a strong position in the North
American frozen value-added seafood segment, including a leading
share in the Canadian food service and retail markets, and a top
four position in the US retail market. The company expects that
the Icelandic USA acquisition will significantly bolster its
presence in the US food service market, as well as reduce costs
through increased scale and supply chain efficiencies. Icelandic
USA is expected to increase High Liner's EBITDA by approximately
50% excluding synergies.

High Liner's pro-forma adjusted debt-to-EBITDA is expected to be
roughly 4.6x at close, which is a significant increase above
historical levels and publicly stated targets of below 3.0x, on a
reported basis. Moody's views proforma credit metrics will
modestly improve in the near term. Moody's expects that moderate
revenue growth and gradual realization of cost synergies will
result in earnings growth in the 2012-2013 period, absent
significant seafood cost increases or unforeseen issues
integrating Icelandic USA into High Liner's operations.

While the Icelandic USA acquisition is sizeable, High Liner's
track record of integrating the 2007 FPI acquisition (which
approximately doubled the company's earnings) is indicative of its
potential to execute on Icelandic USA.

The rating incorporates High Liner's exposure to commodity prices,
including highly volatile seafood raw material costs. Ingredient
costs represent over 70% of total expenses, and seafood raw
materials represent over 50% of total expenses. Moody's believes
High Liner's value-added seafood brands and pricing power would
partially protect the company's margins from potential swings in
ingredient costs.

The stable outlook reflects Moody's expectation that leverage and
liquidity metrics will moderately improve over the next 2 years as
a result of earnings growth.

The B2 rating on the proposed $250 million senior secured term
loan due 2017 reflects its first-priority interest in
substantially all assets and a second-priority interest in the
assets subject to the amended and upsized $180 million ABL
Revolving Credit Facility maturing 2016 (unrated). The term loan
is expected to contain total leverage, interest coverage and
capital expenditure covenants initially set with adequate cushion.

The SGL-3 speculative grade liquidity rating reflects Moody's
expectation that High Liner will maintain an adequate liquidity
profile over the next twelve months. Moody's expects peak ABL
borrowings at close given plans to fund a portion of the
acquisition through the ABL, seasonal fourth quarter inventory
needs ahead of the Lenten season and a temporary working capital
build-up due to the integration of operations. Borrowings are not
expected to exceed $115 million in 2012. Free cash flow generation
in fiscal year 2012 should be positive but will likely fluctuate
on a quarterly basis due to seasonal inventory builds.

The ratings could be downgraded if profitability materially
declines, resulting in a debt-to-EBITDA sustained above 5.0x for
several quarters, or free cash flow generation is weaker than
anticipated. Inability to pass through large cost increases or
successfully integrate Icelandic USA are potential sources of
rating pressure.

The ratings could be upgraded if High Liner reduces adjusted debt-
to-EBITDA below 3.5x and meaningfully increases its average
revolver availability.

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

High Liner Foods, Inc. (TSX: HLF, HLF-A) is a leading North
American processor and marketer of prepared, value added-frozen
seafood serving the retail and foodservice markets. The company's
brands include High Liner (R), Mirabel (R), Fisher Boy (R), Sea
Cuisine (R), Viking TM, FPI (R) and Royal Sea (R). Additionally,
the company produces private label processed seafood. Revenues for
the twelve months ending October 1, 2011 were approximately $642
million.


HOOD PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hood Properties, LLC
        4900 Clover Ranch Lane
        Loomis, CA 95650

Bankruptcy Case No.: 11-48064

Chapter 11 Petition Date: December 1, 2011

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: Brandon Scott Johnston, Esq.
                  COGGINS JOHNSTON, LLP
                  6510 Lonetree Blvd, Suite 101
                  Rocklin, CA 95677
                  Tel: (916) 797-1397

Scheduled Assets: $150,000

Scheduled Debts: $324,844

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/caeb11-48064.pdf

The petition was signed by Dave Hood, member.


HORIZON LINES: To Offer Common Shares, Warrants and Notes
---------------------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the
resale or other disposition of up to:

   * 3,660,824 shares of the Company's common stock;

   * 8,975,691 warrants to purchase shares of the Company's common
     stock;

   * $54,589,636 in aggregate principal amount of new 6.00% Series
     A Convertible Senior Secured Notes due 2017 issued by the
     Company and guaranteed on a senior basis by all current and
     future domestic subsidiaries of the Company; and

   * $30,327,576 in aggregate principal amount of new 6.00% Series
     B Mandatorily Convertible Senior Secured Notes issued by the
     Company and guaranteed on a senior basis by the Guarantors.

The securities offered by this prospectus are to be sold for the
account of the selling securityholders.  The securities were
issued in exchange for $327,766,000 in aggregate principal amount
of our 4.25% Convertible Senior Notes due 2012, originally issued
on Oct. 5, 2011, to certain holders of old notes in an exchange
offer pursuant to a final prospectus filed pursuant to Rule
424(b)(3) under the Securities Act of 1933 with the Securities and
Exchange Commission on Oct. 3, 2011.  The registration of these
securities does not necessarily mean that the selling
securityholders will offer, sell or otherwise dispose of all or
any of these securities.

The new notes were issued on Oct. 5, 2011, and bear interest at a
rate of 6.00% per annum, payable semi?annually.  The Series A
Notes mature on April 15, 2017, and are convertible, at the option
of the holders, and at the Company's option under certain
circumstances beginning on the one-year anniversary of the
issuance of the Series A Notes, into shares of our common stock or
warrants, as the case may be.  The Series B Notes are mandatorily
convertible into shares of the Company's common stock or warrants,
as the case may be, in two equal installments of $49.7 million
each on the three-month and nine-month anniversaries of the
consummation of the exchange offer, subject to certain conditions.

The Company's filing of the registration statement, of which this
prospectus is a part, is intended to satisfy the Company's
obligations to certain securityholders to register the securities
issued to them pursuant to a Registration Rights Agreement, dated
Oct. 5, 2011.

The Company's common stock is quoted on the OTCQB Marketplace
under the symbol "HRZL."  The new notes and warrants are not
listed on a national or regional securities exchange.  The Company
intends to seek to list the warrants for trading on a national
securities exchange at such time as the Company can meet the
listing requirements applicable to those warrants.

A full-text copy of the Form S-1 is available for free at:

                         http://is.gd/OMQ0np

                         About Horizon Lines

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

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

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

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

                           Refinancing

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

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

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

                          *     *     *

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

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


HOTEL AIRPORT: Gets 10-Day Plan Exclusivity Extension
-----------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico granted Hotel Airport Inc.'s
request for a 10-day extension in its exclusive period to file
plan and disclosure statement.

The Court approved a 10-day extension from the Nov. 30, 2011,
deadline to file its Plan.

The Debtor related that it has its plan and disclosure statement
almost completed, but needed 10 additional days to incorporate the
results of certain negotiations with the PR Ports Authority
regarding the terms for the assumption of the lease agreement
between the.  The Debtor discussed an agreed assumption with
counsel for Ports, and sent a draft thereof.  The Port's counsel
has requested some time to evaluate the proposal with his client.

                        About Hotel Airport

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


INTERVAL ACQUISITION: Moody's Affirms 'Ba3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service revised Interval Acquisition Corp.'s
rating outlook to positive from stable. At the same time, Moody's
affirmed the company's Ba3 Corporate Family and Probability of
Default ratings, its Baa3 senior secured bank debt rating and its
B1 senior unsecured guaranteed note rating. Interval's Speculative
Grade Liquidity rating of SGL-1 was also affirmed.

Ratings affirmed:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3

$50 million senior secured revolver expiring in July 2013 at Baa3
(LGD 1, 7%)

$61 million senior secured term loan due July 2013 at Baa3 (LGD 1,
7%)

$300 million senior unsecured guaranteed notes due September 2016
at B1 (LGD 4, 61%)

Speculative Grade Liquidity rating at SGL-1

RATINGS RATIONALE

The change in the rating outlook to positive reflects Moody's
expectation that the company will continue to utilize a portion of
its free cash flow to repay debt resulting in a modest improvement
in debt/EBITDA. Since becoming a public company in 2008, Interval
has shown the ability and willingness to prepay debt; in the last
twelve months ended September 30, 2011, Interval paid down its
senior secured term loan by approximately $25 million. Moody's
anticipates that Interval's earnings will grow very modestly (2%-
3%) over the next 12 to 18 months as limited availability of
credit to the timeshare industry continues to hamper both
developers' ability to provide financing to consumers and finance
new development. This environment constrains new membership growth
for Interval. Additionally, Moody's expects Interval will continue
to pursue shareholder-friendly activities, such as share
repurchases, and will pursue tuck-in acquisitions.

The affirmation of Interval's Ba3 Corporate Family Rating reflects
the company's stable revenue and cash flow characteristics and
very good liquidity profile. The rating continues to reflect
Interval's small scale, concentrated business profile, and event
risk associated with potential acquisitions and shareholder
activities.

The ratings also consider that the anemic economic environment
will continue to weigh on timeshare demand thereby slowing the
growth of new members for Interval's exchange business.
Additionally, limited availability of credit to the timeshare
industry continues to hamper both developers' ability to finance
new development and to provide financing to consumers. As a
result, Moody's expects future earnings growth will be slow and
could pressure the company to find other growth alternatives.

Ratings could be upgraded if Interval were to achieve and sustain
debt to EBITDA at or below about 2.5 times, and EBITDA minus capex
to interest expense at about 3.25 times. An upgrade would also
require that the company maintain its very good liquidity and its
conservative financial policy.

The rating outlook could revert to stable if debt to EBITDA were
to remain above 2.5 times and EBITDA minus capex to interest
expense was below 3.25 times. Ratings could be pressured if the
company's liquidity were to deteriorate for any reason or if the
company's financial policy becomes aggressive.

The principal methodology used in rating Interval Acquisition
Corp. was the Business and Consumer Service Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Interval Acquisition Corp. headquartered in Miami, Florida, is a
provider of membership and leisure services to the vacation
industry. It operates under two segments: Membership and Exchange
and Management and Rental. The company generates annual net
revenues of about $425 million.


J.C. EVANS: Plans to Lay Off About 300 Employees
------------------------------------------------
J.C. Evans Construction Co. Inc. has advised state employment
officials of plans to lay off about 300 workers.

According to the report, a lawyer for the company said the layoffs
are expected after J.C. Evans on Aug. 1 filed for Chapter 11
bankruptcy reorganization.  The layoffs will affect workers
throughout the company.

                   About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.
Through Adkins Land Development, L.P., a Texas limited
partnership, the Company owns a 700-acre quarry, which produces
aggregate for use in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  Tittle Advisory Group, Inc., provides
financial advisory services.  Butler Burgher Group LLC provides
real estate appraisal services with regard to the valuation of the
Debtors' headquarters and warehouse properties, consisting of 28
acres near Leander, Texas.  In its petition, JC Evans disclosed
$51,543,030 in assets and $74,203,554 in liabilities as of the
Chapter 11 filing.

A creditors' committee has been appointed by the U.S. Trustee.
The Committee has hired Gardere Wynne Sewell LLP as counsel.


JULIA HOOK: Dist. Court Says Plan Default Warrants Case Dismissal
-----------------------------------------------------------------
Mary Julia Hook lost an appeal from a Feb. 14, 2011 Bankruptcy
Order dismissing her Chapter 11 case.  In her Dec. 5, 2011 Order
available at http://is.gd/ca0luofrom Leagle.com, District Judge
R. Brooke Jackson held that Ms. Hook failed to make payments on
the Colorado Department of Revenue secured allowed debt as
required under her confirmed plan of reorganization.  The default
constitutes "cause" for the bankruptcy court to either convert the
case to a Chapter 7 or dismiss it.  The bankruptcy court confirmed
the proposed plan, as amended, on Dec. 3, 2008.  The Plan was
declared effective that day.

The Colorado Department of Revenue filed a proof of claim for
state income taxes comprised of a secured claim of $86,802.21; an
unsecured priority claim of $168.13; and an unsecured non-priority
claim of $19,192.11.  On April 3, 2008 the United States Internal
Revenue Service filed a proof of claim for federal taxes comprised
of a secured claim of $461,957.89; unsecured priority claims in
the amount of $633,568.31; and general unsecured claims of
$176,606.60.

Ms. Hook did not object to those claims. Rather, on Sept. 17, 2008
Ms. Hook filed a proposed Fourth Amended Combined Plan of
Reorganization and Disclosure Statement under which she would pay
those claims and others.

The District Court case is MARY JULIA HOOK, Appellant, v. INTERNAL
REVENUE SERVICE and COLORADO DEPARTMENT OF REVENUE, Appellees,
Civil Action No. 11-cv-00714 (D. Colo.).

Mary Julia Hook -- aka M. Julia Hook or Julia Hook -- owned
various real property in Denver, Colorado.  She filed for Chapter
11 bankruptcy (Bankr. D. Colo. Case No. 08-11271) on Feb. 5, 2008.
Judge Sidney B. Brooks presides over the case.  Jeffrey S. Brinen,
Esq., served as the Debtor's counsel.  In her petition, Ms. Hook
estimated $1 million to $10 million in assets and $500,001 to $1
million in debts.


KEVEN A MCKENNA: Former Paralegal Entitled to $2T Claim
-------------------------------------------------------
Sumner D. Stone, a former paralegal at the law firm Keven A.
McKenna, P.C., will be entitled to a $2,000 claim for unpaid
wages, pursuant to a Dec. 2, 2011 decision penned by Bankruptcy
Judge Arthur N. Votolato, available at http://is.gd/4gBd74from
Leagle.com.  Mr. Stone's other claims are disallowed.  According
to Judge Votolato, except for Mr. Stone's wage claim, there is no
evidence that he holds a valid claim against either the corporate
or individual bankruptcy estate, and his testimony was merely a
long ipse dixit, proving nothing except "how much these men
dislike one another."  Mr. Stone was hired in late 2008 as an "at-
will employee" to perform paralegal services.  The bankruptcy
trustees appointed in both the corporate and individual cases
disputed the claims.

The case is KEVEN A. McKENNA, P.C. and KEVEN A. McKENNA, v. SUMNER
D. STONE, Consolidated A.P. No. 10-1069 (Bankr. D. R.I.).  Mr.
Stone appeared pro se.

                      About Keven A. McKenna

Keven A. McKenna P.C. filed a Chapter 11 bankruptcy petition for
his law firm (Bankr. D. R.I. Case No. 10-10256) on Jan. 25, 2010,
and for himself (Bankr. D. R.I. Case No. 10-10274) the next day.
Mr. McKenna disclosed $751,000 in assets and $45,700 in
liabilities in his bankruptcy petition.  His firm estimated debts
between $100,000 and $500,000.

At the behest of the Official Committee of Unsecured Creditors,
the Bankruptcy Court on Nov. 18, 2010, appointed Providence
bankruptcy lawyer Thomas P. Quinn as Chapter 11 trustee of McKenna
PC to take over management of the law firm.  Chief District Judge
Mary M. Lisi affirmed the Chapter 11 trustee appointment order in
a May 31, 2011 Memorandum and Order.

On May 4, 2011, the U.S. Trustee's Motion to Convert the
individual case to Chapter 7 was granted, for cause, on the ground
that Mr. McKenna failed to meet the requirements of 11 U.S.C.
Sections 1121(e) and 1129(e), i.e., filing a confirmable
reorganization plan within the applicable time limits.  Lisa A.
Geremia, Esq., was appointed Chapter 7 Trustee.

The Chapter 11 trustee is represented by:

          Thomas P. Quinn, Esq.
          Stefanie D. Howell, Esq.
          McLAUGHLIN & QUINN, LLC
          148 West River Street, Suite 1E
          Providence, RI 02904
          Tel: 401-421-5115
          E-mail: tquinn@mclaughlinquinn.com
                  showell@mclaughlinquinn.com


KEVIN KENERLY: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Andria Simmons at The Atlanta Journal-Constitution reports that
former Gwinnett County (Ga.) Commissioner Kevin Kenerly sought
Chapter 11 bankruptcy protection on Dec. 5, 2011, in the U.S.
Bankruptcy Court for the Northern District of Georgia.

According to the report, the filing came 14 months after Mr.
Kenerly was indicted on charges related to bribery and influencing
votes on re-zonings while he was a commissioner.  Until he stepped
down Nov. 16, 2010, Mr. Kenerly was the county's longest-serving
commissioner, having held his seat for 16 years.

The report relates that Mr. Kenerly was slapped with criminal
charges at the culmination of a 10-month-long investigation
conducted by the special purpose grand jury impaneled to look into
the county's suspicious park land purchases.  The investigation
also resulted in the resignation of Commission Chairman Charles
Bannister.

The report adds that the special grand jury found that Gwinnett
County commissioners overpaid millions of dollars for some parcels
of land in deals that used taxpayer money to benefit the
commissioners' allies.

The report says Mr. Kenerly reported assets of less than $50,000
and debts of about $3.5 million.  The debts listed on his
bankruptcy filing include $1.6 million on a Chateau Elan mansion
in Braselton and $5,722 for unpaid condo association dues at a
Myrtle Beach vacation home, the report notes.

The report relates that Mr. Kenerly's house in Chateau Elan is
currently listed for sale for $2.8 million.  The house is nestled
on the sixth hole of the Legends Championship Golf Course in a
gated resort community.

The report also says Mr. Kenerly has outstanding balances on three
vehicles all purchased in 2009: $8,292 for an Acura RDX, $35,414
for a GMC Yukon, $23,811 for a Ford F-150.


L.A. DODGERS: Magic Johnson Joins Group to Bid on Firm
------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that former NBA great
Magic Johnson is joining forces with banker Mark Walter and
longtime sports executive Stan Kasten to bid for the Los Angeles
Dodgers, which are in bankruptcy.

                     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.


LEHMAN BROTHERS: Now A Step Closer to Emerging From Bankruptcy
--------------------------------------------------------------
Lehman Brothers Holdings Inc. is now a step closer to emerging
from bankruptcy after getting support for its proposed Chapter 11
plan from creditors holding about $400 billion in claims.

In documents filed on November 29 with the U.S. Bankruptcy Court
for the Southern District of New York, the company reported that
71,553 creditors holding about $400 billion in claims voted in
favor of the plan.  This represents 95% in number and 98.68% in
amount of voting creditors.

Of the 134 classes of creditors eligible to vote, 93 voted "yes."
No votes were submitted in the remaining 41 classes, which are
deemed to have accepted the plan.

At LBHI, 91.82% of $291.2 million in secured claims voted in
favor of the plan.  Meanwhile, 97.65% of $64 billion in unsecured
claims, and 93.94% of $2.65 billion also voted "yes."

At Lehman Brothers Special Financing Inc., the plan was accepted
by 96.66% of $18.8 billion in general unsecured claims.  At
Lehman Commercial Paper Inc., 99.68% of $1.78 billion in general
unsecured claims were in favor of the plan.

The documents also showed that every single class of creditors
voted to accept the plan.  Full-text copies of the documents
detailing the voting results are available without charge at:

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

"The overwhelming support the plan has received demonstrates
that, while reaching a mutual agreement among these disparate
parties was complex and challenging, it was worth the effort and
was clearly the right path to take," Bryan Marsal, LBHI's chief
executive officer, said in a November 29 statement.

Lehman lawyer, Lori Fife, Esq., at Weil Gotshal & Manges LLP, in
New York, said: "To approach confirmation with virtually
unanimous support of creditors who asserted claims in the amount
of $450 billion is unprecedented."

"The global settlements should avoid contentious litigation and
allow for accelerated distributions to creditors," Ms. Fife said
in the statement.

Lehman also filed on November 29 a revision of the plan and a
document containing the latest amendment to the plan supplements.
The revised plan contains technical changes and resolves
objections by some creditors to the confirmation but the changes
are "non-material," according to the company.

Copies of the revised plan documents are available without charge
at:

  http://bankrupt.com/misc/LBHI_3rdRevisedPlan.pdf
  http://bankrupt.com/misc/LBHI_3rdRevisedPlanBlackline.pdf
  http://bankrupt.com/misc/LBHI_PlanSuppAmendment112911.pdf
  http://bankrupt.com/misc/LBHI_PlanSuppAmendment120211.pdf

                Lehman Asks Court to Confirm Plan

Lehman asked Judge James Peck to confirm the plan, saying it
"fully" complies with bankruptcy law.

In court papers, Ms. Fife said the plan satisfies all the
subsections of Section 1129 of the Bankruptcy Code.  She pointed
out that Lehman complied with the provisions governing the
classification of claims, disclosure, solicitation of votes,
payment of cash to creditors holding priority claims, among other
things.

Lehman also sought court approval of what it calls "global
settlement" and "bilateral settlement" it reached with creditors.

The global settlement is an integrated negotiated resolution,
which implements a series of concessions and compromises by all
classes of Lehman creditors.  The bilateral settlement refers to
the 13 other settlement agreements Lehman reached with the
administrators of its foreign affiliates and other creditors.

The Official Committee of Unsecured Creditors, the administrators
of Lehman's U.K.-based affiliates, the ad hoc group of Lehman
Brothers creditors and several other creditors have also filed
court papers expressing their support for confirmation of the
plan.

Earlier, Lehman settled its disputes with 11 creditors opposing
the confirmation of its plan including Deutsche Bank AG, Bank of
Montreal, Shinsei Bank Limited and Credit Agricole Corporate and
Investment Bank.

Deutsche Bank previously demanded Lehman to upgrade its $2.4
billion in claims, saying the claims were not properly classified
under the plan.  Credit Agricole, on the other hand, questioned a
provision in the plan which entitles Lehman to a discharge.

Judge Peck will consider confirmation of the plan at the hearing
on December 6.

A copy of the proposed order confirming the plan is available for
free at http://bankrupt.com/misc/LBHI_ConfirmationOrder.pdf

                        Disputes Remain

Lehman, while getting overwhelming support from creditors for the
plan, continues to face opposition from the U.S. Trustee and
eight other parties.

The U.S. Trustee, a Justice Department agency overseeing
bankruptcy cases, and the Texas Comptroller of Public Accounts
questioned a provision in the plan, which entitles Lehman to a
discharge.  The company, they said, is not entitled to a
discharge since the plan calls for liquidation.

A discharge wipes out pre-bankruptcy debt and stops creditors
from suing the restructured company after it emerges from
bankruptcy protection.

In reaction to those objections, Ms. Fife said a discharge is
warranted to protect the assets, which will be retained and will
continue to be managed by the Lehman units through an
administrator while they liquidate after the effective date of
the plan.

The Creditors' Committee agrees with the proposed discharge and
asked the bankruptcy court to overrule the objections.

Lehman also drew flak for trying to rewrite the Bankruptcy Code
by proposing to expand the scope of tax exemptions, according to
court papers filed lately by the Texas Comptroller and the
Illinois Department of Revenue.

The company is confident that some objections to the confirmation
will be resolved prior to or at the December 6 hearing.

Lehman also has to resolve its disputes with creditors who
criticize the company on how it handles their contracts.
Objections from these creditors will be considered at another
hearing scheduled for February 14, 2012.

Earlier, the company filed with the bankruptcy court a list of
contracts that are no longer scheduled for assumption and another
list identifying additional contracts that it seeks to assume as
part of the proposed plan.  Lists of these contracts are
available at http://bankrupt.com/misc/LBHI_ContractLists3.pdf

          Lehman Strikes Deal With Fannie Mae, et al.

In a related development, Lehman struck a deal concerning nearly
$4 billion in priority claims from mortgage giants Fannie Mae and
Freddie Mac, which were seized by the U.S. government shortly
before Lehman's collapse, Dow Jones Daily Bankruptcy Review
reported.

The company said it would set aside $1.2 billion for Freddie
Mac's priority claim and an as-yet-to-be-determined amount for
Fannie Mae's $2.7 billion priority claim, according to the
report.

Lehman also reached an agreement to settle the objection of a
group of insurance firms led by Fidelity National Title Insurance
Company.

                       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)


LEHMAN BROTHERS: Wins Nod to Form Director Selection Committee
--------------------------------------------------------------
Lehman Brothers Holdings Inc. obtained a court order approving
the formation of a committee that would decide on the composition
of the reorganized company's board of directors.

The formation of the so-called director selection committee is
required under the proposed Chapter 11 plan and is part of the
settlement LBHI entered into with creditors.

The order dated December 2, 2011, authorized the company to
retain Korn/Ferry International as the committee's executive
search adviser.

The court order also authorized the appointment of the initial
members of the committee including Lehman Brothers Bankhaus AG's
administrator Dr. Michael Frege, and LBHI's president John
Suckow.  They will serve in the committee until the effective
date of the proposed plan.

                       About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Committee Backs Natural Gas Dispute Deal
---------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers
Holdings' cases expressed support for the approval of a deal to
settle two $751 million claims filed against Lehman Brothers
Holdings Inc. and Lehman Brothers Commodity Services Inc.

In court papers, the Creditors' Committee said the settlement is
"fair and equitable and falls well within the range of
reasonableness."  The settlement would also allow LBHI to avoid
litigation.

The claims stemmed from a 2008 natural gas purchase agreement
between Main Street Natural Gas Inc. and LBCS.

Main Street filed two $751 million claims, one against LBCS and
the other on a guarantee given by the parent company after LBCS
allegedly stopped delivering gas following its bankruptcy.  Bank
of New York Trust Company, N.A., which served as indenture
trustee in the purchase agreement, also filed $751 million claims
against each of the Lehman units.

Under the proposed deal, BNY Trust will have an allowed
$722 million claim against each of the Lehman units under the
proposed Chapter 11 plan.  Meanwhile, the claims asserted by Main
Street will be deemed withdrawn.

BNY Trust and Main Street also agreed under the deal that they
won't take any action against the confirmation of the plan.

                       About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Won't End Health Benefit as Part of ACESO Deal
---------------------------------------------------------------
Lehman Brothers Holdings Inc. clarified that it is not proposing
to terminate the payment of health and medical benefits for
retirees through the motion it jointly filed with the trustee
liquidating its brokerage.

The company is reacting to opposition from Lehman retirees who
complained that the termination of their benefits is unfair and
that the voluntary employees' beneficiary association (VEBA)
should be used solely for the benefit of retirees and not active
employees.

LBHI, along with Lehman Brothers Inc.'s trustee, filed the motion
last month to permit the company to purchase Aceso Holdings
Inc.'s stock from the brokerage.  The deal would allow LBHI to
obtain control of the health care trust owned by Aceso Holdings,
which was established to qualify as VEBA.

Lehman lawyer, Richard Krasnow, Esq., at Weil Gotshal & Manges
LLP, in New York, said the termination of retiree benefits is not
the subject of the motion, pointing out that all health benefits
for retirees were terminated years ago and that each retiree was
served a notice of the termination.

According to Mr. Krasnow, in over two years since the notice of
termination, not one retiree has contended that he had vested
benefits that could not be terminated by Lehman.

In reaction to the retirees' contention that the VEBA should be
used solely for their benefit, the Lehman lawyer argued that one
of VEBA's original purposes is the payment of medical expenses
for active employees under the so-called group benefits plan.

"While [Lehman] is sympathetic to the circumstances of retirees
and the impact that the demise of the Lehman enterprise has had
on such individuals, [Lehman] must exercise its fiduciary duties
in the interests of creditors," Mr. Krasnow said in court papers.

Earlier, the U. S. Department of Labor and former trustee of the
VEBA also reacted to the motion.

The government agency expressed concern that the actions to be
taken by Lehman in connection with the deal would violate the
Employee Retirement Income Security Act (ERISA).  Mr. Krasnow,
however, assured the agency that all future actions of the
company related to the VEBA will comply with the ERISA.  He also
clarified that the motion is not seeking approval of the future
use of the VEBA.

On the other hand, the Lehman lawyer dismissed the former VEBA
trustee's allegations as baseless, saying she was motivated by
the "circumstances surrounding her departure" from the company.

                       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)


LEHMAN BROTHERS: RBS to Pay $215MM to Settle Swap Dispute
---------------------------------------------------------
Royal Bank of Scotland Group Plc will pay Lehman Brothers Inc.
$215 million to settle a dispute over swap transactions,
according to a court filing, Elizabeth Amon of Bloomberg News
reported.

James W. Giddens, the trustee appointed to oversee LBI's
liquidation, has previously asked the Court to compel RBS to pay
$345 million, plus interest, for early termination of a 1998 swap
agreement.  RBS refused, sought to move the case to another court
and said Lehman would have to sue to try to get the money.

In an agreement filed Nov. 23 in court, the two sides said they
reached "a fair and equitable and reasonable determination" of
the closeout of the swap transactions, the report said.

                       About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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)


LINCOLN LOGS: Dist. Court Affirms Ruling on Constructive Trust
--------------------------------------------------------------
Donald L. Brenner and Lisa R. Brenner appeal from an order of
Chief United States Bankruptcy Judge Robert E. Littlefield, Jr.
holding that the Brenners are not entitled to a constructive trust
on bankruptcy estate funds in the amount of $55,000, the value of
undelivered materials for which they paid Lincoln Logs Ltd.  Judge
Littlefield denied the Brenners' constructive trust claim and
granted the motion by Justin A. Heller, Esq., the Liquidation
Trustee, joined by a creditor, Farm Credit East, ACA -- formerly
First Pioneer Farm Credit, ACA -- for summary judgment dismissing
that claim.

In a Nov. 29, 2011 Memorandum-Decision and Order available at
http://is.gd/Ve7I0Hfrom Leagle.com, Chief District Judge Norman
A. Mordue denied the appeal and affirmed the lower court's order.

Pre-bankruptcy, the Brenners entered into a written contract with
the debtor for the purchase of plans and materials for a log cabin
home.  The Brenners made payment in full.  After delivering some
of the materials, the debtor filed for bankruptcy.

The case is DONALD L. BRENNER AND LISA R. BRENNER, Appellants, v.
JUSTIN A HELLER, ESQ., LIQUIDATION TRUSTEE; LINCOLN LOGS LTD.;
SNAKE RIVER LOG HOMES, LLC; AND FIRST PIONEER FARM CREDIT, ACA,
Respondents.

Donald L. Brenner and Lisa R. Brenner are represented by:

          OFFICE OF ROBERT J. ROCK
          Robert J. Rock, Esq.
          60 South Swan Street
          Albany, NY 12210

The Liquidation Trustee may be reached at:

          NOLAN & HELLER, LLP
          Justin A. Heller, Esq.
          39 North Pearl Street
          Albany, NY 12203
          E-mail: jheller@nolanandheller.com

First Pioneer Farm Credit, ACA, is represented by:

          Kelly C. Griffith, Esq.
          HARRIS BEACH PLLC
          300 South State Street
          One Park Place
          Syracuse, NY 13202
          E-mail: kgriffith@harrisbeach.com

Chestertown, N.Y.-based custom home builder Lincoln Logs Ltd. and
its debtor-affiliate, Snake River Log Homes, LLC, sought chapter
11 protection (Bankr. N.D.N.Y. Case Nos. 08-13079 and 08-13080) on
Sept. 19, 2008, represented by Angela Z. Miller, Esq., at Phillips
Lytle LLP in Buffalo, N.Y.  At the time of the filing, the Debtors
estimated their assets at less than $10 million and their debts at
more than $10 million.  Most of the debtors' assets were sold in
early 2009 for about $3.5 million.  The Debtors filed a Chapter 11
Joint Plan of Liquidation on Mar. 5, 2009 and an Amended Chapter
11 Joint Plan of Liquidation on May 4, 2009.  By order dated
July 20, 2009, the Amended Chapter 11 Joint Plan of Liquidation
was confirmed, and a liquidating trust was formed with Justin A.
Heller, Esq., appointed as the Liquidation Trustee.  The Plan
provides for an absolute priority distribution to holders of
claims against the Debtors.


LOS ANGELES DODGERS: Magic Johnson Joins Bid to Buy LA Dodgers
--------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Magic Johnson,
former star player of the Los Angeles Lakers basketball club, said
Friday he has partnered with the CEO of financial services firm
Guggenheim Partners LLC to place a bid on Los Angeles Dodgers.
According to Law360, Mr. Johnson, Guggenheim CEO Mark Walter and
former Washington Nationals team President Stan Kasten are joining
forces under Mr. Walter's Guggenheim Baseball Management in the
hopes of buying the baseball team, valued at $800 million by
Forbes earlier this year but currently parked in Delaware
bankruptcy court.

                      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.

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.


LOVELAND ESSENTIAL: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Loveland Essential Group, LLC
        fka Loveland RV Resort
        fka Loveland RV Park
        dba Rocky Mountain RV Essential Group, LC
        4421 East US Hwy 34
        Loveland, CO 80537-8950

Bankruptcy Case No.: 11-38054

Chapter 11 Petition Date: December 1, 2011

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: John C. Smiley, Esq.
                  LINDQUIST & VENNUM P.L.L.P.
                  600 17th St., Ste. 1800-S
                  Denver, CO 80202
                  Tel: (303) 573-5900
                  E-mail: jsmiley@lindquist.com

Scheduled Assets: $3,621,652

Scheduled Debts: $4,078,626

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob11-38054.pdf

The petition was signed by Michael Andrzejek, for Essential Group,
LLC, manager of Debtor.


M&M STONE: Univest Bank Wants Cash Collateral Access Denied
-----------------------------------------------------------
Univest Bank and Trust Co., in its second objection, asks the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to deny
M&M Stone Co.'s motion for (a) use of cash collateral; (b) provide
adequate protection.

Univest is a creditor of M&M $16,780,512 plus accrued interest,
late charges, attorney's fees and other costs incurred by Univest.

In the Debtor's cash collateral motion, it acknowledged its
liability to Univest in the sum of $2,186,560.  In fact M&M's
liability to Univest is in the principal amount of $16,780,512.
The indebtedness is secured by, inter alia, (a) a security
interest in certain property of M&M, and (b) mortgages liens on
real property owned by M&M.

Univest states that the motion is deficient in that it fails,
among other things, to:

   a. provide an adequate explanation of M&M's current operations
   and its ability to generate operating income;

   b. provide an explanation of the collectability of its pre-
   bankruptcy accounts receivable;

   c. acknowledge the total indebtedness owing by M&M to Univest.

                        About M&M Stone Co.

Telford, Pennsylvania-based M&M Stone Co. owns a quarry with a
recycling center.  The Company filed for Chapter 11 protection
(Bankr. E.D. Pa. Case No. 11-17266) on Sept. 18, 2011.  Judge Eric
L. Frank presides over the case.  The Company disclosed
$18,977,748 in assets and $8,987,589 in liabilities as of the
Chapter 11 filing.  The petition was signed by Brian L. Carpenter,
president.  As of Nov. 11, 2011, the Debtor has not yet obtained a
bankruptcy counsel.

Affiliate Drum Construction Company, Inc. (Bankr. E.D. Pa. Case
No. 11-14857) filed for Chapter 11 on June 17, 2011.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
four unsecured creditors to serve on the Official Committee of
Unsecured Creditors of M&M Stone Co.


MAKENA GREAT: Case Summary & XX Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Makena Great American Anza Company, LLC
        8350 West Sahara Avenue
        Las Vegas, NV 89117

Bankruptcy Case No.: 11-48549

Chapter 11 Petition Date: December 1, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Debtor's Counsel: Gordon E. Gouveia, Esq.
                  SHAW, GUSSIS, FISHMAN, GLANTZ, ET AL
                  321 N. Clark Street, Suite 800
                  Chicago, IL 60654
                  Tel: (312) 541-0151 Ext. 102
                  Fax: (312) 980-3888
                  E-mail: ggouveia@shawgussis.com

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

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

The petition was signed by Noam Schwartz, treasurer of EBM Mgmt.
Services, Inc., manager of Debtor.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
GAC Storage Copley Place, LLC          11-40953   10/07/11
GAC Storage EI Monte, LLC              11-42638   10/20/11
GAC Storage Lansing, LLC               11-40944   10/07/11

The Makena Great American Anza Company's List of 20 Largest
Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Fenigstein & Kaufman      Attorney               $128,379
1900 Avenue of the
Stars #2300
Los Angeles, CA 90067

OC Pole Fitness           Security deposit       $25,000
Collette Kakuk
24541 Los Serranos
Laguna Niguel, CA 92677

FTICO, Inc.               Subcontractor          $10,848
23422 Peralta Dr.#B
Laguna Hills, CA 92653

Rafy Almany               Subcontractor          $5,646

Mike Shill Painting       Subcontractor          $3,420

PWP Wireless Retailers,   Security deposit       $2,666
Inc.

Beach Glass & Mirror      Subcontractor          $2,271
Inc.

DEX One                   Service                $2,062

Liberty Tax Services      Security deposit       $1,466

OJ Insulation             Subcontractor          $1,400

Smoke Shop                Security deposit       $1,162
Hassan & Samer El Hatem

Jon Scott's               Service                $660
Landscape

Deputy 1 Inspection       Service                $630
Services, Inc.

Staples Legal Dept.       Supplier               $310

Suncoast Fire Protection  Services               $303

Chateau Products, Inc.    Supplier               $268

Yellow Book               Service                $165

Dewey Pest Control        Service                $152

Secure Systems            Service                $125
Integration

Daily Journal Corp.       Service                $117


MARONDA HOMES: Can Continue Using Cash Collateral Until Jan. 10
---------------------------------------------------------------
In a third amended order dated Nov. 3, 2011, Judge Judith K.
Fitzgerald of the U.S. Bankruptcy Court for the Western District
of Pennsylvania granted Maronda Homes, Inc., et al., permission to
continue using cash through Jan. 10, 2012, in the form of the net
proceeds received upon closings of the sale of residential homes
built by the Debtors, pursuant to a budget for the period through
January 2012.

If the Debtors' Joint Plan of Reorganization dated Aug. 12, 2011,
is confirmed and the Exit Facility contemplated under the Plan is
consummated such that the Effective Date occurs, the Termination
Date will be that Effective Date.

If, as of the Termination Date, the amount of cash collateral
collected from closings that occur between April 18 and the
Termination Date exceeds the actual or accrued expenditures of the
Debtors as authorized by this Order through the Termination Date,
the amount of that excess may be applied by the Lenders to
the principal loan balance then outstanding under the credit
agreement, provide that the Debtors and Lenders will agree on the
amount of the excess on or before 15 days after the Termination
Date and if the amount of the excess is disputed, then no amount
will be applied until the dispute is submitted to and resolved by
the Court.

A final hearing on the motion to use cash collateral will be held
on Dec. 14, 2011, at 12:30 p.m.

The Lenders are: Bank of America, N.A., Wells Fargo Bank, N.A.,
(including former Wachovia Bank, National Association), PNC Bank,
National Association, KeyBank National Association, Huntington
National Bank, Fifth Third Bank, Regions Bank, SunTrust Bank,
N.A., Compass Bank (as successor to Guaranty Bank), Compass Bank,
Comerica Bank, Midtown Acquisitions, L.P., and Grace Bay Holdings
II, LLC.

A copy of the Second Amended Order is available for free at:

         http://bankrupt.com/misc/marondahomes.dkt191.pdf

                       About Maronda Homes

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

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


MCCORMICK & SCHMICK: Moody's Says Landry Buyout Won't Have Impact
-----------------------------------------------------------------
Moody's Investors Service stated that the B2 Corporate Family
Rating and negative rating outlook for Landry's Holdings, Inc.
(Landry's Holdings) and the ratings for Landry's, Inc. (Landry's)
are not affected by the company's announcement that it will
acquire all of the outstanding shares of McCormick & Schmick's
Seafood Restaurants, Inc. for $8.75 per share.

Moody's last rating action for Landry's occurred on December 6,
2010, when Moody's confirmed all the ratings of Landry's Holdings,
Inc. and Landry's, Inc. -- B2 Corporate Family and Probability of
Default ratings -- and assigned a negative outlook.

The principal methodology used in rating Landry's was Moody's
Global Restaurant Industry rating methodology, published in June
2011.

Landry's Holdings, Inc. (Landry's Holdings) is a holding company
which owns the Fertitta Group -- the legal entity which owns
Landry's, Inc. (Landry's). Landry's owns and operates mostly full
service restaurants under the trade names Landry's Seafood House,
Chart House, Saltgrass Steak House, Rainforest Caf‚, The
Oceanaire, and Bubba Gump Shrimp Company. The company also owns
and operates the Golden Nugget hotel and casino in Las Vegas,
Nevada, which is an unrestricted subsidiary of Landry's. Annual
revenue is approximately $1.1 billion.


MEGA-C POWER: 9th Cir. Affirms Ruling on Battery Ownership Dispute
------------------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit in San Francisco
upheld a decision by the Ninth Circuit Bankruptcy Appellate Panel
affirming the Bankruptcy Court's summary judgment dismissal of the
Taylor Family Group's claims in an adversary proceeding concerning
ownership of the rights to a lead-acid-carbon battery device,
filed by Axion Power International, Inc., et al. in the
involuntary bankruptcy action of Mega-C Power Corp.  The Taylor
Family Group -- consisting of Lewis Chip Taylor, Chip Taylor In
Trust, Jared Taylor, Elgin Investments, Inc., Sharon Taylor,
Nicole Taylor Pignatelli, Paul Pignatelli, Colin Taylor, Louise
Taylor, 1407580 Ontario Limited, 1248136 Ontario Limited, Mega C
Tech., Ltd. -- took an appeal to the Ninth Circuit.  Axion cross-
appealed the BAP's affirmance of the Bankruptcy Court's denial of
sanctions and contempt.

The Ninth Circuit panel consists of Circuit Judges Michael Daly
Hawkins, M. Margaret McKeown, and Milan D. Smith Jr.  A copy of
the Ninth Circuit's Dec. 5, 2011 Memorandum is available at
http://is.gd/31mPHZfrom Leagle.com.

The appellate case is LEWIS CHIP TAYLOR; CHIP TAYLOR, In Trust;
JARED TAYLOR; ELGIN INVESTMENTS, INC.; SHARON TAYLOR; NICOLE
TAYLOR PIGNATELLI; PAUL PIGNATELLI; COLIN TAYLOR; LOUISE TAYLOR;
1407580 ONTARIO LIMITED; 1248136 ONTARIO LIMITED; MEGA C. TECH.,
LTD., Appellants, v. AXION POWER INTERNATIONAL, INC.; AXION POWER
CORPORATION; ROBERT AVERILL; GLENN PATTERSON; HAP INVESTMENTS,
LLC; IGOR FILIPENKO; THOMAS GRANVILLE, Appellees; and GLENN
PATTERSON; HAP INVESTMENTS, LLC; IGOR FILIPENKO; THOMAS GRANVILLE;
AXION POWER CORPORATION; ROBERT AVERILL; AXION POWER
INTERNATIONAL, INC., Appellants, v. LEWIS CHIP TAYLOR; CHIP
TAYLOR, In Trust; JARED TAYLOR; ELGIN INVESTMENTS, INC.; SHARON
TAYLOR; NICOLE TAYLOR PIGNATELLI; PAUL PIGNATELLI; COLIN TAYLOR;
LOUISE TAYLOR; 1407580 ONTARIO LIMITED; 1248136 ONTARIO LIMITED;
MEGA C. TECH., LTD, Appellees, Nos. 10-60036, 10-60037 (9th Cir.).

                           About Mega-C

Mega-C Power Corporation is in the business of commercializing a
hybrid capacitor/battery technology out of its premises in
Vaughan, Ontario.

In March 2003, the Ontario Securities Commission commenced an
investigation into the activities of Mega-C Power Corporation and
its promoters.  The commencement of this investigation, with
hindsight, was a key precursor to the demise of Mega-C Power's
business activities and resale activities of its promoters.

Axion Power Corporation initiated an involuntary chapter 11
proceeding against Mega-C on Apr. 6, 2004 (Bankr. D. Nev. Case No.
04-50962).  Cecilia L. Rosenauer, Esq., in Reno, Nevada,
represented Axion.  The Court appointed William Noall, as a
chapter 11 trustee, and Mr. Noall was represented by Matthew C.
Zirzow, Esq., and Talitha B. Gray, Esq., at Gordon & Silver, Ltd.

The Chapter 11 plan of reorganization for Mega-C proposed by the
Chapter 11 trustee, Axion and others became effective Nov. 21,
2006.


MESA AIR: Files Post-Confirmation Report for 3rd Quarter
--------------------------------------------------------
As of Nov. 18, 2011, Mesa Air Group, Inc., and its reorganization
debtor affiliates have resolved approximately 96% of the general
unsecured claims filed in their Chapter 11 cases and all but a
handful of all non-tax related Administrative Claims, Secured
Claims and Priority Claims.

                    Plan Distributions

On March 17, 2011, holders of Allowed De Minimis Convenience
Claims received a cash distribution of approximately $119,000,
representing approximately 85% of those claims.

On July 6, 2011, holders of Allowed General Unsecured Claims
received the initial distribution on account of those claims,
comprised of New Common Stock, New Warrants, and New 8% Notes
(Series B).  Specifically, the Debtors distributed 2,592,506
shares of New Common Stock, 5,773,033 New Warrants, and
$42,348,118 of New 8% Notes (Series B), satisfying approximately
$2.5 billion in Allowed General Unsecured Claims.

Furthermore, on July 6, 2011, the Post-Effective Date Debtors
made these initial distributions:

   (i) Holders of 2012 Noteholder Claims received $19,400,000 of
       New 8% Notes (Series A);

  (ii) U.S. Airways, Inc. received the US Airways Note
       ($6.8 million on the same terms as the New 8% Notes); and

(iii) Members of the Post-Effective Date Debtors' management
       received $4.5 million of Management Notes.

The Post-Effective Date Debtors have reached and filed with the
Court seven agreements related to Secured Tax Claims and Priority
Tax Claims pursuant to which payments are being made to
applicable taxing authorities. In addition, the Post-Effective
Date Debtors have made full payment on 40 other Priority Tax
Claims or Secured Tax Claims, for a total of approximately
$224,000.

                 Redemption of New Notes

Pursuant to the Plan, the Reorganized Debtors were required to
issue in aggregate principal amount $19.4 million of New 8% Notes
(Series A), $43.2 million of New 8% Notes (Series B), $6.5
million of US Airways Notes, and $5.5 million of Management
Notes.

Under the Plan, the relevant part of the definition of "Spirit
Liquidity Event" is the "sale of common stock of or payment on
notes of Spirit Airlines . . . ."  Upon a Spirit Liquidity Event,
the terms of the Plan requires the Reorganized Debtors to redeem
the New Notes in accordance with the terms of the New Notes.

On September 14, 2011, the Reorganized Debtors gave notice to US
Bank that a Spirit Liquidity Event had occurred and caused a
redemption notice to be served on all holders of New Notes.  In
accordance with the Plan, on October 15, 2011, the Reorganized
Debtors caused the redemption of the New Notes.  Holders of
claims yet to be reconciled and allowed will receive a cash
payment in satisfaction of their allowed claim in lieu of any New
Notes they would have otherwise received had the Spirit Liquidity
Event not occurred.

                  Mesa Air Group, Inc., et al.
             Condensed Consolidated Balance Sheet
                      As of Sept. 30, 2011

                             ASSETS

Current Assets:
Cash and cash equivalents                           $26,266,000
Short-term investments                                    3,000
Restricted investments                                4,779,000
Receivables, net of allowance                        28,030,000
Inventories, net of allowance                        22,381,000
Prepaid expenses and other assets                   563,367,000
                                               ---------------
Total current assets                                724,826,000

Property and equipment, net                         407,348,000
Security and other deposits                           5,226,000
Intangibles                                         143,960,000
Other assets                                         55,966,000
                                               ---------------
Total assets                                     $1,337,326,000
                                               ===============

                  LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities:
Current portion of long-term debt                   $37,752,000
Accounts payable                                      8,026,000
Air traffic liability                                 4,571,000
Other accrued expenses                               82,186,000
Income tax payable                                    1,099,000
Deferred revenue & other current liabilities          1,592,000
                                               ---------------
Total current liabilities                           135,226,000

Deferred credits and other liabilities              120,501,000
Long-term deferred income tax                       564,076,000
Long-term debt                                      369,567,000
                                               ---------------
Total liabilities                                $1,189,370,000

Stockholders' equity:
Preferred stock                                               -
Common stock                                     (1,098,029,000)
Deferred Stock Compensation                       1,236,842,000
                                               ---------------
Total MAG stockholders' equity                      138,813,000
                                               ---------------
Non-controlling interest                             (9,143,000)
                                               ---------------
Total stockholders' equity                          147,956,000
                                               ---------------
Total liabilities & stockholders' equity         $1,337,326,000
                                               ===============


                  Mesa Air Group, Inc., et al.
          Schedule of Cash Receipts and Disbursements
           For the three months ended Sept. 30, 2011

Beginning Cash Balance                              $24,079,645
All receipts by the debtor:
  Cash Sales                                                 0
  Collection of Accounts Receivable:
     Mesa Air Group, Inc.                                    0
     Mesa Airlines, Inc.                           129,924,740
     Freedom Airlines, Inc.                                  0
                                               ---------------
     Total collection of accounts receivable       129,924,740

  Sale of debtor assets                                      0
                                               ---------------
  Total cash received                              129,924,740
                                               ---------------
Total cash receivable                              $154,004,385
                                               ===============

All disbursements made by the debtor:
Disbursements made under the Plan                       246,124
Disbursements made for admin. Claims                  2,005,772

All other disbursements:
  Mesa Air Group, Inc.                               6,096,624
  Freedom Airlines, Inc.                                     0
  Mesa Airlines, Inc.                              101,233,647
  MPD, Inc.                                            299,086
  Regional Aircraft Services, Inc.                       2,609
  Air Midwest, Inc.                                          0
  Mesa Air Group Airline Inventory Management, LLC  17,854,368
                                               ---------------
Total Disbursements (Operating & Plan)              127,738,230
                                               ---------------
Ending Cash Balance                                 $26,266,155
                                               ===============

                        About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
(Bankr. S.D.N.Y. Lead Case No. 10-10018) on Jan. 5, 2010, in New
York, listing assets of $976 million against debt totaling
$869 million as of Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on Jan. 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Reaches Settlement With SBCC and Rolls-Royce
------------------------------------------------------
Reorganized Mesa Air Group, Inc., its affiliated Reorganized
Debtors, and its affiliated Liquidating Debtors, and (i) SBCC LLC
and (ii) Rolls-Royce Corporation have entered into post-effective
date settlements resolving certain claims.

Before the Petition Date, Mesa Airlines, Inc., leased certain
non-residential real property located at 3410 East University
Dr., Suite 200, in Phoenix, Arizona.  SBCC is the successor
landlord to Corporate Center ATM, LLC.  The Lease was rejected,
effective Aug. 3, 2010.

The SBCC settlement provides that:

    * Claim No. 1409 will be deemed fully and finally allowed as
      a General Unsecured Claim in Class 3(e) under the Third
      Amended Joint Plan of Reorganization, amounting to
      $483,273, against Mesa Airlines.  The Reorganized Debtors
      waive any right to reconsider Claim No. 1409 under Section
      502(j) of the Bankruptcy Code;

    * SBCC is in possession of a $49,221 security deposit.  The
      Reorganized Debtors acknowledge and agree that they have
      irrevocably abandoned the Security Deposit to SBCC, which
      SBCC will retain as its sole and exclusive property; and

    * SBCC is permitted to sell Claim No. 1409 to any buyer,
      provided that the buyer holds in total less than 360,000
      shares of New Stock or New Warrants of Reorganized Mesa
      Air Group, Inc., or claims in the aggregate against the
      Debtors that would be convertible into 360,000 shares of
      New Stock or New Warrants.

Before the Petition Date, Rolls-Royce performed various engine
maintenance and repair services for Mesa Air Group, as part of
the Debtor's ordinary course of business.

The Rolls-Royce settlement provides that:

    * Claim No. 1221 will be deemed allowed as a General
      Unsecured Claim in Class 3(a) under the Plan, amounting to
      $2,200,000, against Mesa Air Group.  The Allowed Claim No.
      1221 will satisfy all obligations of the Debtors arising
      under certain invoices or related documents, and Rolls-
      Royce waives any other claim that it may have arising
      under the Invoices or related documents;

    * This stipulation will not affect any other Rolls-Royce
      claims that have been previously allowed against the
      Debtors;

    * The Debtors waive and release any right to assert any
      objection, defense, claim, counterclaims, or right of set-
      off or recoupment with respect to the Allowed Claim No.
      1221, or any and all avoidance and recovery actions under
      applicable sections of the Bankruptcy Code against Rolls-
      Royce with respect to the Allowed Claim, or otherwise to
      seek any reduction to the Claim.  No other parties-in-
      interest may object to the allowance of Claim No. 1221;
      and

    * Rolls-Royce is permitted to sell the Allowed Claim No.
      1221 to any buyer, provided that the buyer holds an
      aggregate of less than 360,000 shares of New Stock or New
      Warrants of Reorganized Mesa Air Group, or claims in the
      aggregate against the Debtors that would be convertible
      into 360,000 shares of New Stock or New Warrants.

                        About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
(Bankr. S.D.N.Y. Lead Case No. 10-10018) on Jan. 5, 2010, in New
York, listing assets of $976 million against debt totaling
$869 million as of Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on Jan. 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MF GLOBAL: Corzine Disregarded Former Chief Risk Officer's Warning
------------------------------------------------------------------
The Wall Street Journal's Aaron Lucchetti and Dow Jones Newswires'
Julie Steinberg report that people familiar with the matter said
MF Global Holdings Ltd.'s chief risk officer, Michael Roseman,
raised serious concerns several times last year to directors at
the securities firm about the growing bet on European bonds by MF
Global's then Chairman and CEO Jon S. Corzine.

People familiar with the situation said Mr. Roseman also expressed
concerns directly to Mr. Corzine in meetings of just the two men
and with other people present.  Mr. Roseman contended MF Global
didn't have enough spare cash to withstand the risks of its
position in bonds of Italy, Spain, Portugal, Ireland and Belgium.
He also presented gloomy hypothetical scenarios of what could
happen if MF Global's credit rating was downgraded because of the
exposure.

People familiar with the matter said Mr. Corzine responded to Mr.
Roseman's concerns that some of the scenarios were too extreme and
likely impossible, and that the likely profit was worth the risks.

The sources said the board allowed the company's exposure to
troubled European sovereign debt to swell from about $1.5 billion
in late 2010 to $6.3 billion shortly before MF Global tumbled into
bankruptcy Oct. 31.

Mr. Roseman resigned in March.

                         About MF Global

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

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: American Farmers Unlikely Victims of Demise
------------------------------------------------------
American farmers are unlikely victims of the recent collapse of
brokerage house, MF Global, Paul Napoli, Esq., an attorney at
Napoli Bern Ripka Shkolnik LLP, in New York, wrote on Nov. 26.

According to Mr. Napoli, farmers use futures contracts to avoid
market volatility by locking in a price for their crop or
livestock
in advance.  Both parties in a futures contract put up a deposit
or
performance bond held in an account until settlement of the
contract, he said.

Thousands of farmers and grain elevators across the United States
used the commodities and derivatives brokerage firm MF Global
Inc.,
the broker/dealer unit of parent company MF Global Holdings,
according to Mr. Napoli.  Millions of their capital is in accounts
with the failed firm, or should be, he noted.

Mr. Napoli may be reached at:

        Paul Napoli, Esq.
        NAPOLI BERN RIPKA SHKOLNIK LLP
        350 5th Avenue
        Suite 7413
        New York, New York 10118
        Tel: (866) 735-1102 Ext 300

                         About MF Global

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

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Kim Eng Decides Not to Buy Asian Business
----------------------------------------------------
Kim Eng Holdings Ltd. considered buying the Asian operations of MF
Global but decided not to proceed with a deal as the numbers did
not stack up, the firm's chief executive said, according to
Reuters.

"We've had a look at the entire platform throughout the region and
the numbers did not stack up," Ronald Ooi, Kim Eng chairman and
chief executive officer was quoted in the report as saying.

The CEO disclosed that Kim Eng has around $4 million tied up with
MF Global but said they made provisions for this and that all
client accounts are secure, Reuters added.

Meanwhile, KPMG LLP, the provisional liquidator of MF Global
Singapore Pte, disclosed that it has taken control of more than
$180 million of customer funds, Alan Soughley and Chanya
Chanjaroen
of Bloomberg News reported in another article.

Bob Yap, head of transactions and restructuring at KPMG in
Singapore, related in an e-mailed statement that his firm is
confident of making "significant progress in getting the remainder
of the total $309 million maintained in financial institutions,
according to Bloomberg.

Out of the $309 million, about $160 million was held with
financial
institutions in Singapore, and about $149 million with various
institutions in Malaysia, Hong Kong, the United Kingdom, Dubai,
Indonesia and Taiwan, according to KPMG's statement.  KPMG further
noted an additional $177.9 million has been identified as being
maintained with third-party brokers and clearing members.  KPMG
hopes to return the funds back to customers once the verification
and reconciliation processes are completed, Bloomberg added.

In Australia, administrators of MF Global were forced to shut down
the futures trading firm on Nov. 19 after failing to find any
buyers, a separate report by Andrew Main of The Australian
disclosed.

About 100 employees were let go with a few number remaining to
assist with the administration, according to The Australian.

For now, the bigger unresolved issue is that while the
administrators expect to get back most of the $80 million owed by
counterparties in Australia, there is a further $87 million owed
by
overseas counterparties all but one of which are affiliates of MF
Global, The Australian relayed.

                         About MF Global

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

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Trustee to Receive $1.3 Billion From Harris Bank
-----------------------------------------------------------
James W. Giddens, trustee for the liquidation of the business of
MF Global Inc., will receive $1.3 billion from Chicago-based
Harris Bank, which will be the last significant flow of cash into
the brokerage unit's estate Tiffany Kary of Bloomberg News
reported.

The disclosure was made by the SIPA Trustee's spokesperson at a
recent Court hearing, according to the report.

The SIPA Trustee earlier said he expected to receive funds from a
bank he did not previously identify, the report added.

                         About MF Global

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

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Wind-Down Fees May Reach $100 Million In A Year
----------------------------------------------------------
Fees for liquidating MF Global Inc. could reach $100 million in a
year based on lawyers' estimates and costs to wind down two other
brokerages, Lehman Brothers Inc. and Bernard Madoff's firm, Linda
Sandler of Bloomberg News reported.

James Giddens, the trustee overseeing the liquidation of MFGI, and
his law firm are supervising 100 Deloitte LLP consultants, 60
Ernst & Young LLP forensic accountants and consultants, and 190
former MF Global employees, the report relayed, citing a Nov. 20
statement.  They are also working with the U.S. Department of
Justice, securities and commodities regulators, exchanges and
clearing houses to transfer accounts and investigate missing
customer money, the report added.

"For MF Global, $100 million is a good number, unless the missing
funds become very complex," Chip Bowles, Esq., at Greenebaum Doll
& McDonald PLLC, in Louisville, Kentucky -- crb@gdm.com -- told
Bloomberg.

                         About MF Global

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

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MSR RESORT: Sues Hilton Over Undisclosed Tenant-Lender Agreements
-----------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that MSR Resort Golf
Course LLC, itself owned by Paulson & Co., sued Waldorf Astoria
Management LLC, a unit of Hilton Worldwide Inc., on Thursday for
trying to enforce tenant-lender agreements that it allegedly
failed to previously disclose for three luxury hotels that were
part of a $2.5 billion acquisition.

                           About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.  Donald Trump
has a contract to buy the Doral Golf Resort and Spa in Miami for
$170 million. There will be an auction to learn if there is a
better bid. The resorts have said that Trump's offer price implies
a value for all the properties "significantly" exceeding the $1.5
billion in debt.


NALCO CO: Moody's Lifts Senior Unsecured Debt Rating From 'Ba2'
---------------------------------------------------------------
Moody's Investors Service downgraded Ecolab, Inc.'s (Ecolab)
senior unsecured debt rating to Baa1 from A2 and the short term
rating to Prime-2 from Prime-1, concluding a review for downgrade
initiated on July 20, 2011. Concurrently, Moody's upgraded Nalco
Company's (Nalco) senior unsecured debt ratings to Baa2 from Ba2
and withdrew Nalco Finance Holdings LLC's (Nalco Finance)
Corporate Family Rating. These actions conclude a review for
upgrade initiated on July 20, 2011 (see ratings actions below).
The rating outlook for both Ecolab and Nalco is stable.

Ecolab completed the acquisition of Nalco on December 1, 2011 in a
transaction valued at $8.1 billion (including $2.7 billion of
Nalco's net debt). All of Nalco's rated secured debt was
refinanced at closing and the ratings for such debt have been
withdrawn. Nalco's unsecured notes were not refinanced or
guaranteed by Ecolab upon the closing of the acquisition; however,
Moody's expects Ecolab to issue debt securities to refinance the
Nalco debt. In addition, Moody's expects Ecolab will issue debt to
refinance $3 billion of commercial paper or credit facility
borrowings and facilitate the completion of all or a portion of a
$1 billion share purchase.

Moody's took these rating actions:

Ecolab, Inc.

Downgraded $250 million of senior unsecured notes to Baa1 from A2

Commercial paper, to Prime-2 from Prime-1

Nalco Company

Upgraded guaranteed senior unsecured notes due 2019, to Baa2 from
Ba2

Upgraded guaranteed senior unsecured notes due 2017, to Baa2 from
Ba2

Withdrew senior secured revolver due 2014, Ba1

Withdrew senior secured term loan C due 2016, Ba1

Withdrew senior secured term loan C1 due 2016, Ba1

Withdrew senior secured term loan B due 2017, Ba1

Nalco Finance Holdings LLC

Withdrew Corporate Family Rating, Ba2

Withdrew Probability of Default Rating, Ba2

RATINGS RATIONALE

The downgrade of Ecolab's senior unsecured and short term ratings
reflect the significant deterioration in credit metrics because of
the debt financing for the acquisition and associated share
purchase and integration risks. Pro forma for the transaction at
September 30, 2011, Ecolab's adjusted debt to EBITDA will rise to
about 4 times (assuming the full $1 billion share repurchase
immediately upon closing of the acquisition) from 1.6 times.

"Although these metrics will initially position the company weakly
in the Baa1 rating category, Moody's expects the company to
significantly reduce leverage in 2012 and 2013 through a
combination of profitability growth and debt repayments," stated
Vice President William Reed.

Given the scale of the acquisition (Nalco will represent about 40%
of consolidated sales), management and integration challenges are
possible. Both companies operate in competitive markets and will
need to continue to develop new products and innovate in order to
maintain their competitive advantages. Strengths in Ecolab's new
profile includes its scale (as measured by pro forma revenue),
leading market positions in the commercial cleaning, sanitation
and water treatment markets, solid geographic, customer and end
market diversity, and favorable long term growth prospects.

Ecolab has an adequate liquidity profile upon the closing of the
acquisition with approximately $3.0 billion of commercial paper
borrowings and $3.5 billion of committed backup facilities. The
backup facilities are comprised of a $1.5 billion 5-year revolving
credit facility (unrated) and $2.0 billion 364-day revolving
credit facility (unrated). The 364-day facility contains a one
year term-out provision at Ecolab's option. After the close of the
acquisition, Ecolab expects to issue debt securities to refinance
the majority of the commercial paper borrowings.

The upgrade of Nalco's unsecured notes to Baa2 reflects its
standalone credit profile of [Baa3] following the repayment of
Nalco's secured debt and implied support from Ecolab that provides
one notch of uplift. Moody's assessment of implied support from
Ecolab reflects management's public statements of their interest
in refinancing Nalco's remaining debt, the materiality and
strategic importance of the Nalco business to Ecolab, and the
likely financial and reputational risks to Ecolab of not
supporting Nalco. Moody's anticipates that if Nalco's unsecured
notes are not refinanced such notes will likely be guaranteed by
Ecolab. If the notes are guaranteed by Ecolab, Moody's anticipates
upgrading Nalco's senior unsecured rating to Baa1. Ecolab's Baa1
senior unsecured rating reflects Moody's expectation that if the
Nalco debt is not refinanced by Ecolab in the short term after
closing, Nalco and its major operating subsidiaries will guarantee
Ecolab's unsecured indebtedness.

The stable outlook reflects Moody's expectation of moderate
revenue and profitability over the next 12 to 18 months. Through a
combination of debt repayments and profitability growth, debt to
EBITDA (reflecting Moody's adjustments) should approach 3 times by
the end of 2012. The outlook could move to negative if refinancing
efforts are not completed within the next six months.

Assuming a successful refinancing, Ecolab's ratings could be
downgraded if the company fails to materially reduce financial
leverage over the next 12 to 18 months. This failure could be
driven by more aggressive financial policies than expected,
integration difficulties or weaker than expected operating
performance.

Given the significant weakening of credit metrics in connection
with the Nalco acquisition and an expected $1 billion share
purchase, an upgrade is unlikely over the near term. Over the
intermediate term, the ratings could be upgraded if the company
substantially improves credit metrics, sustains strong top and
bottom line growth and demonstrates a commitment to conservative
financial policies.

The principal methodology used in rating Ecolab and Nalco was the
Global Chemical Industry Methodology published December 2009.

Ecolab, headquartered in St. Paul, Minnesota, is a leading global
provider of cleaning, sanitizing, food safety and infection
prevention products and services. Pro forma for the Nalco
acquisition, revenues for the twelve months ended September 30,
2011 were approximately $10.8 billion.


NATIONAL CENTURY: Ex-VP's Sentence Cut to 4 Years in Fraud Case
---------------------------------------------------------------
A district judge lowered the sentence of a former executive of
National Century Financial Enterprises Inc. from five to four
years in a $1.9 billion corporate fraud case, according to a
November 30, 2011 report by The Associated Press.

U.S. District Judge Algenon Marbley in Columbus, Ohio, handed
down the new sentence Wednesday for James Dierker, former vice-
president of client development at NCFE.

Earlier this year, a federal appeals court overturned Mr.
Dierker's money laundering convictions and ordered him re-
sentenced on a remaining conviction of conspiracy to commit
securities and wire fraud, the report said.

Mr. Dierker's attorneys asked for a shorter term while government
prosecutors wanted the five-year sentence upheld, according to
the report.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: Poulsen Wants Settlement Agreements Unsealed
--------------------------------------------------------------
Lance Poulsen, former chief executive officer of National Century
Financial Enterprises Inc., filed a motion to access all
settlement agreements that were filed under seal in the multi-
district litigation.

The move comes following reports indicating that J.P. Morgan
Chase may have paid over $500 million to settle claims by
bondholders.  It is part of Mr. Poulsen's effort to pursue his
lawsuit against Bank One N.A., which merged with J.P. Morgan in
2004, for its role in the collapse of NCFE and its "plot" to
implicate him in the fraud scheme that pushed the company to
bankruptcy.

In court papers, Mr. Poulsen alleged that Bank One failed to
discharge its duty as trustee of the securitization portfolio
known as NPF XII by withholding certain information to
bondholders because of their merger with J.P. Morgan.

"Bank One withheld this information because of their impending
merger with [J.P. Morgan] and the possible negative effects it
might have," Mr. Poulsen said.

The former NCFE chief executive also recounted how he was
prohibited from telling the jury the "true range of [J.P.
Morgan's involvement in the lawful operations of NCFE" during the
trial of the fraud case.  He said that the jury merely relied on
the "false testimony of one embittered NCFE employee and the
false statements by the government prosecutor."

Mr. Poulsen also said that Bank One knew during the trial that he
did not own or control the health care providers contrary to the
government's allegations but the bank did not testify in his
favor.

The motion drew flak from PricewaterhouseCoopers LLP, Deloitte &
Touche LLP, Metropolitan Life Insurance Company, Lloyds TSB Bank
plc, Credit Suisse, J.P. Morgan, the Unencumbered Asset Trust and
a group of Arizona bondholders.   They argued that Mr. Poulsen
did not provide any basis that he is entitled to access any
private or confidential settlement agreements, and fact discovery
in the lawsuit has long since closed, among other reasons.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: Claims vs. Credit Suisse Entities Dismissed
-------------------------------------------------------------
Erwin I. Katz Ltd. and FTI Consulting Inc. entered into an
agreement, which calls for the dismissal of claims asserted
against the Credit Suisse entities in the lawsuit, styled
Unencumbered Asset Trust, et al. v. Credit Suisse First Boston,
LLC, et al.

Erwin I. Katz and FTI Consulting administer The Unencumbered
Assets Trust and the VI/XII Collateral Trust, respectively.

In a related development, the Credit Suisse entities withdrew a
portion of their claims identified as the "indemnity/contribution
claims," "cost and expenses claim," and "breach of duty claims.

The move is intended only to withdraw the unliquidated portions
of Credit Suisse's proofs of claim in the Chapter 11 case of
National Century Financial Enterprises Inc.  It neither increases
nor decreases the amount of Credit Suisse's proportionate
beneficial interest in the UAT, the VJ/XII Trust, the CSFB Claims
Trust or NCFE' estates; or Credit Suisse's claim to past or
future amounts, distributions or other proceeds.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NCI BUILDING: Moody's Revises Outlook on 'B3' to Negative
---------------------------------------------------------
Moody's Investors Service revised the outlook for NCI Building
Systems, Inc. ("NCI") to negative from stable and affirmed all of
the company's existing ratings, including the B3 corporate family
and probability of default ratings and the Caa1 rating for the
company's senior secured term loan due in 2014.

The following rating actions were taken:

- B3 Corporate Family Rating affirmed

- B3 Probability of Default Rating affirmed

- Caa1 (LGD4, 66%) rating on $131.1 million senior secured term
loan due 2014 affirmed

RATINGS RATIONALE

The change in rating outlook to negative from stable reflects
NCI's continued inability to restore operating profitability on an
annual basis and Moody's expectation that its credit metrics will
remain weak for the next 12 to 18 months. Despite a year-over-year
improvement in volumes, total revenue remains at close to 50% of
pre-recession levels. In addition, the company's efforts to reduce
costs have thus far not been sufficient to offset the effects of
lower sales and rising steel prices on its operating margins. NCI
is expected to make only small, voluntary prepayments on its term
loan going forward, making a substantial decrease in debt leverage
over the next 12 to 18 months less likely given that Moody's does
not expect substantial improvement in EBITDA over this time
period. (NCI has relatively low balance sheet debt consisting of
only its $131 million senior secured term loan. However, to adjust
for the company's operating leases and underfunded pension plan,
Moody's increases debt by $67 million. In addition, to account for
the debt-like attributes of the company's $268 million of
preferred shares, Moody's assigns approximately $134 million of
that amount -- 50% of the outstanding amount -- to balance sheet
debt, bringing total adjusted debt to $331 million.) Free cash
flow generation will remain weak until the company can
consistently generate operating profits. This will be difficult to
achieve, considering the uncertain prospects for a sustainable
recovery in non-residential construction and the anticipated
impact of spreading Eurozone contagion on the US economy.

NCI's B3 corporate family rating reflects the company's weak
operating performance and cash flow generation, as well as the
prolonged weakness in non-residential construction. The rating
also reflects the company's exposure to steel price volatility and
the negative impact of rising steel prices on operating margins.
The rating is supported by the company's reasonably strong
unrestricted cash balance and undrawn revolver, as well as the
absence of near-term debt maturities. The rating also considers
NCI's strong market position, its product and end-use
diversification, and the lack of significant regional customer
concentrations within the US.

A stabilization of the rating outlook could occur if NCI is able
to return to operating profitability and maintain a low-single
digit adjusted EBITA margin, resume generating positive free cash
flow on a sustainable basis, and continue voluntary prepayments on
the term loan to achieve leverage trending toward a 6x Moody's-
adjusted debt to EBITDA.

The ratings could come under pressure if the company continues to
generate operating losses, maintains a Moody's-adjusted debt
leverage in excess of 7.5x, fails to achieve sustained positive
adjusted free cash flow to debt, engages in debt-financed
acquisitions, or if conditions in non-residential construction
sectors continue to deteriorate.

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

NCI Building Systems, Inc. is one of North America's largest
integrated manufacturers of metal products for the nonresidential
building industry. In the trailing 12 months ended July 31, 2011,
the company generated revenues and Moody's-adjusted EBITDA of $919
million and $34 million, respectively.


NEW CLINTON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: New Clinton Auto Service, Inc.
        dba New Clinton Auto Wash
        dba AAA Muffler Shocks & Springs
        dba New Clinton Auto Sales
        dba Auto Lab #137
        366 North Gratiot Ave.
        Clinton Township, MI 48036

Bankruptcy Case No.: 11-70804

Chapter 11 Petition Date: December 1, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Michael A. Greiner, Esq.
                  FINANCIAL LAW GROUP, P.C.
                  29405 Hoover
                  Warren, MI 48093
                  Tel: (586) 693-2000
                  Fax: (586) 693-2000
                  E-mail: mike@financiallawgroup.com

Scheduled Assets: $79,500

Scheduled Debts: $1,040,232

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

The petition was signed by Valerian Fernandes, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
S&V Investment LLC                     10-74968   11/18/11


NEWPAGE CORP: Creditors Seek to Probe Cerberus's Dealings
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that NewPage Corp.'s
unsecured creditors are seeking court permission to launch a probe
of the distressed company's ties to Cerberus Capital Management
LP, the private equity firm that owns it.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


O&G LEASING: Deal on Automatic Stay OK'd, to Pay $4MM WSB's Claim
-----------------------------------------------------------------
The Hon. Edward Ellington of the the U.S. Bankruptcy Court for the
Southern District of Mississippi approved a stipulation between
O&G Leasing, LLC, et al., and Washington State Bank resolving the
issues raised and treatment of WSB's claim in the Debtors' Plan of
Reorganization.

Pursuant to the stipulation:

   1. WSB will have an allowed secured claim of $4,504,177 for the
purposes of distribution as to the Debtors' Plan;

   2. The Debtor will pay WSB its allowed secured claim,
$4,504,177, with interest at the rate of NY prime +2% with a floor
of 6% and a ceiling of 8%.  Beginning with collections received in
September 2011, the Debtors will pay WSB the higher of (a) a fixed
monthly payment of $35,000, or (b) a "Calculated Upper End
Payment."

   3. The WSB allowed secured claim will mature and balloon and be
due and payable in full on Sept. 1, 2015.

   4. The Debtor will place $140,000 on deposit with WSB to be
held by WSB in a restricted reserve account and to be applied to
the Debtors' monthly payment obligations in the event that the
Debtors are unable to pay WSB the required $35,000 minimum monthly
payment.

   5. All amounts recovered by the Debtors in the pending civil
action styled Zenergy, Inc. v. Peformance Drilling Company, LLC,
net attorneys' fees and other costs of prosecution, will be paid
to WSB to reduce the principal amount owed on the WSB allowed
secured claim.

   6. The Debtors will maintain insurance coverage of all WSB
collateral and, as and when requested, provided written proof
thereof to WSB.

   7. Any Plan by the Debtors will not have any effect on the
guaranty WSB holds from Ben Turnage.  The order is not and will
not be construed as a release of the guaranty or a waiver of any
rights under the guaranty.

   8. In the event of default by the debtors on their payments or
performance obligations to WSB, WSB will provide written notice to
the Debtors and Douglas C. Noble, bankruptcy counsel of the
default.

   9. The automatic stay of Section 362 of the Bankruptcy Code is
modified to permit the Debtors to commence payment of the WSB
allowed secured claim.

   10. For as long as the Debtors are in compliance with the terms
of the order, WSB consents to the Debtors' use of cash collateral.

   11. The terms of the order and he agreements will be
incorporated at the appropriate time into the Debtors' Plan and
any subsequently filed or amended proposed by the Debtors and that
the terms of the Plan will be modified, as necessary, to implement
the same.  WSB will support the Debtors' Plan and any subsequent
plan.

In this relation, the Court also approved the stipulation entered
with First Security Bank, as Indenture Trustee, and WSB,
respectively.  The stipulations provides for:

   -- the withdrawal of the First Security's objection, provided
however, that neither the withdrawal of the FSB objection nor the
entry by the Court of the agreed order will bind FSB or prejudice
FSB's rights with regard to any other issues that may arise in
these cases, including but not limited to issues relating to
confirmation of any plan; and

   -- the dismissal of these WSB's pleadings:

   1. WSB's Motion to Prohibit Use of Cash Collateral;
   2. WSB's Objection to Fee Applications;
   3. WSB's Motion to Convert Case to Chapter 7;
   4. WSB's Supplement to Objection to Fee Applications;
   5. Debtors' Motion to Enforce Settlement;
   6. WSB's Joinder;
   7. Debtors' Motion to Strike the Joinder;
   8. WSB's Response to Motion to Strike;
   9. WSB's Response to Motion to Enforce Settlement;
   10. FSB's Joinder in Objection to Professional Fees;
   11. Debtors' Objection to Motion to Convert Case to Chapter 7;
   12. Debtors' Objection to Motion to Prohibit Use of Cash
       Collateral;
   13. Debtors' Response to Objection to Fee Applications; and
   14. FSB's Limited Joinder in Motion.

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholly-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
ArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No.
10-01851) on May 21, 2010.  Douglas C. Noble, Esq., at McCraney
Montagnet & Quin, PLLC, assists the Company in its restructuring
effort.  The Company estimated $10 million to $50 million in
assets and $50 million to $100 million in liabilities.

On the same day, Performance Drilling Company, LLC, filed for
Chapter 11 bankruptcy protection.  Performance Drilling estimated
assets and debts of between $1 million to $10 million each.

The Debtors' cases have been jointly administered under Case No.
10-01851


OFFICEMAX INC: Moody's Affirms 'B1' Corporate; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service changed the outlook of OfficeMax, Inc.
("OMX") to stable from negative, upgraded the speculative grade
liquidity rating to SGL-1 from SGL-2, and affirmed the B1
corporate family and probability of default ratings.

This rating was upgraded:

OfficeMax, Inc.

Speculative Grade Liquidity rating to SGL-1 from SGL-2

Ratings affirmed and LGD point estimates adjusted include:

OfficeMax, Inc.

Corporate family rating affirmed at B1;

Probability of default rating affirmed at B1;

Senior unsecured notes, debentures, and industrial revenue bonds
to B2 (LGD5, 75%) from B2 (LGD5, 70%).

American Foreign Power, Inc.

Senior unsecured debentures to B2 (LGD5, 75%) from B2 (LGD5, 70%).

RATINGS RATIONALE

The change in outlook to stable reflects Moody's belief that the
company's operating performance, driven by management's new
strategic plan, is likely to improve, though the short-term
positive impact on credit metrics is likely to be modest. "Moody's
believes that OfficeMax's worst days are likely behind it, and
while key credit metrics such as debt/EBITDA at 5.7 times and
EBITA/interest of 1.5 times for the LTM ended September 24, 2011
are relatively weak for the B1 rating category, the company's
improved liquidity provides additional comfort", stated Moody's
Senior Analyst Charlie O'Shea. "This change in outlook also
recognizes Moody's belief that absent a "double-dip" macroeconomic
scenario OfficeMax will be able to solidify its B1 positioning in
due course".

The upgrade to SGL-1, representing very good liquidity, recognizes
OMX's significant cash balances, with $485 million at September
24, 2011, and ample availability on its $650 million unrated
asset-based revolving credit facility, as well as minimal near-
term debt maturities. The upgrade also considers the recent
successful re-financing of the company's asset-based revolving
credit facility, which is now scheduled to mature in October 2016.
The continued suspension of the company's approximately $45
million in annual dividends enhances this very good liquidity
profile. The upgrade to SGL-1 also reflects Moody's belief that
OMX will be able to fund its working capital, maintenance capital
expenditure and mandatory debt amortization cash flow needs over
the next twelve to eighteen months from a combination of
internally generated cash and existing cash balances, with only
minimal draws necessary under the credit facility.

Ratings could be upgraded if operating performance improves
sufficient to result in sustained debt/EBITDA of less than 5 times
and EBITA/interest sustained well above 1.5 times. Ratings could
be downgraded if the company is unable to continue to improve its
quantitative credit profile, or if liquidity weakens due to either
operating performance or financial policy issues.

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

OfficeMax, Incorporated (OMX) is the third-largest dedicated
retailer of office supplies in the U.S., with annual revenues of
around $7 billion. It operates about 983 stores throughout the
U.S. and Mexico, and also maintains a substantial contract
business which caters to commercial customers.


ONCURE HOLDINGS: Moody's Lowers CFR to 'Caa1'; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service lowered the corporate family and
probability of default ratings of OnCure Holdings, Inc., to Caa1.
Concurrently, the rating on the $210 million senior secured notes
was lowered to Caa1 from B3. The outlook is negative.

These rating actions were taken:

Corporate family rating, lowered to Caa1 from B3;

Probability of default rating, lowered to Caa1 from B3;

$210 million 11.75% senior secured notes, due 2017, lowered to
Caa1 (LGD4, 56%) from B3 (LGD4, 54%).

RATING RATIONALE

The downgrade of the corporate family rating to Caa1 from B3
considers the difficult market environment including reimbursement
pressures and volume softness which have fed into the company's
weak operating and financial performance as well as projected weak
liquidity position. Furthermore, reflecting the rating change is
the uncertainty surrounding the Integrated Community Oncology
Network, LLC ("ICON") management service agreement (MSA)
negotiations. ICON notified OnCure in July of 2011 that it sought
to terminate the MSA. Given OnCure's already limited interest
coverage combined with negative free cash flow generation and
modest cash balance, the loss of the ICON MSA would have a
material impact on the company's financial position as the
physician group represents approximately 14% of OnCure's total
revenues. Moody's notes that OnCure and ICON currently operate
under a Standstill Agreement under which both parties continue to
perform their respective obligations under the MSA.

The negative outlook reflects the company's weak liquidity profile
at a time when it could lose a meaningful revenue source. In
addition, the outlook considers industry conditions including a
challenging reimbursement environment.

The ratings could be downgraded if OnCure is unable to reach a
favorable solution with the ICON MSA and/or its liquidity profile
were to deteriorate including continued negative free cash flow
generation and restricted access to the revolving credit facility.
Furthermore, additional weakening in the company's financial and
operating performance could pressure the rating. Also, debt
financed acquisitions and escalations in legal proceedings could
weigh on the ratings.

The outlook could be changed back to stable if the company is able
to maintain the current revenue base after resolving the ICON
matter and/or improves its liquidity profile. In addition, for the
outlook to be changed back to stable, same center revenue and
EBITDA would have to show improvement. Stable outlook or ratings
upgrade would have to be supported by a balanced reimbursement
environment and steady or improving volumes. A ratings upgrade
could occur if the company improves its interest coverage (EBITDA-
CAPEX)-to-Interest Expense to 2 times, generates positive cash
flow, and is able to maintain debt leverage below 6 times.

OnCure's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record of tolerance for risk. These attributes
were compared against other issuers both within and outside of
OnCure's core industry and the company's ratings are believed to
be comparable to those other issuers of similar credit risk.

The principal methodology used in this rating was Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

OnCure Holdings, Inc. is a provider of capital equipment and
business management services to radiation oncology physician
groups that treat patients at the company's cancer centers. At
September 30, 2011, the company operated 38 facilities and
generated $104 million and -$8 million in revenues and net income,
respectively. OnCure is owned by Genstar Capital.


OPPENHEIMER PARTNERS: Case Summary & 16 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Oppenheimer Partners Properties LLP
        1502 E. Osborn Road
        Phoenix, AZ 85014

Bankruptcy Case No.: 11-33139

Chapter 11 Petition Date: December 2, 2011

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Robert C. Warnicke, Esq.
                  GORDON SILVER
                  1 East Washington, Suite 400
                  Phoenix, AZ 85004
                  Tel: (602) 256-0400
                  Fax: (602) 256-0345
                  E-mail: phxbknotices@gordonsilver.com

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

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

The petition was signed by Eric Hamburger, managing partner.

Debtor's List of 16 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
MidFirst Bank             1502 East Osborn       $12,400,000
P.O. Box 76149            Road
Oklahoma City, OK         Phoenix, AZ 85014
73147-2149

Bank of America           Line of Credit         $76,462
P.O. Box 26078
Greensboro, NC 27420

Maricopa County Recorder  Property Taxes due     $33,526
P.O. Box 78574            due 03/12
Phoenix, AZ 85062

BCS Demolition            Contractor             $29,600

Whitfills Nursery         Landscaping            $16,500

PDP Electric              Contractor             $6,511

End 2 End Technologies    Contractor             $4,750

Home Depot Credit         Credit Card            $3,867
Services

Details Landscaping       Landscaping            $2,652
Maintenance

Cox Communications        Cable Services         $2,249

Apartment Search Cort     Contractor             $339

HD Facilities             Credit Account         $278
Maintenance

Ferguson Electric         Contractor             $131

Century Link              Telephone Service      $42

Eric Hamburger            Management Fees        Unknown

Kal Haytcher              Management Fees        Unknown


OXLEY DEVELOPMENT: U.S. Trustee Unable to Form Committee
--------------------------------------------------------
The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Oxley Development Company, LLC because an insufficient number of
persons holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.

Oxley Development Company, LLC, based in Kingsland, Georgia, filed
for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-21338) on
Oct. 31, 2011.  In its petition, the Debtor scheduled assets of
$125,700,000 and debts of $61,289,500.  The petition was signed by
Carl M. Drury, III, managing member.  William S. Orange, III,
Attorney at Law, is the Debtor's Chapter 11 counsel.


PAETEC HOLDING: Moody's Raises Corp. Family Rating to 'Ba3'
-----------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Paetec Holding Corp. to Ba3 with a stable outlook from B2
following completion of the acquisition of Paetec by Windstream
("Windstream", Ba2/ Stable) on December 1, 2011. The ratings
upgrade reflects Moody's view that the acquisition of Paetec by
Windstream materially enhances Paetec's standalone credit profile,
as Windstream has assumed or refinanced PAETEC's net debt of
approximately $1.4 billion upon closing. The magnitude of the
rating's lift has been capped at two notches based on Moody's
published methodology to rating non-guaranteed subsidiaries.

Moody's has taken these ratings actions:

Upgrades:

   Issuer: Paetec Holding Corp

   -- Corporate Family Rating, to Ba3 from B2

   -- Probability of Default Rating, to Ba3 from B2

   -- Sr Secured Notes, to Ba1 (LGD3-35%) from Ba3 (LGD2-24%)

   -- Sr Unsecured Notes, to Ba2 (LGD3-41%) to Caa1 (LGD5-79%)

Withdrawn:

   Issuer: Paetec Holding Corp

   -- Corporate Family Rating

   -- Probability of Default Rating

   -- Sr Sec Bank Credit Facility Ratings

   -- Speculative Grade Liquidity Ratings

The outlook on Paetec debt is stable.

RATINGS RATIONALE

Moody's has withdrawn Paetec's senior secured credit facility
ratings as these obligations were repaid at closing. Further,
Moody's will withdraw Paetec's remaining ratings pursuant to
Moody's guidelines for the withdrawal of ratings, as insufficient
information will be available to Moody's to assess their
standalone creditworthiness, as Paetec's debts are not
unconditionally and irrevocably guaranteed by Windstream. Moody's
does not view the recently issued guarantee by Windstream as
effective credit substitution due to conditions in the guarantee
documents which stipulate that the credit support can be revoked
if Paetec ceases to be wholly owned by Windstream.

This concludes the ratings review commenced when the acquisition
agreement between Paetec and Windstream was announced on August 1,
2011.

As part of the ratings actions, Moody's is also revising the
instrument level loss given default ratings for Windstream
Corporation, due to changes in the capital structure related to
the Paetec debt absorption. Concurrent with this rating action,
Moody's adjusted the various instrument ratings of Paetec Holding
Corp, as listed above, in accordance with Moody's loss given
default methodology.

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


PARC AT ROGERS: Withdraws Request for Authorization for Cash Use
----------------------------------------------------------------
Parc at Rogers, Limited Partnership, notifies the U.S. Bankruptcy
Court for the Northern District of Texas Motion that has
withdrawn its motion for authorization to use cash collateral
which was filed on Nov. 8, 2011.

As reported in the Troubled Company Reporter on Nov. 25, 2011, the
Debtor sought permission to use cash collateral securing its
obligations to Metropolitan National Bank in order to continue its
business operation.  The Debtor warned that it will suffer
irreparable and immediate harm if the request is not granted.

Metropolitan National Bank claims a first priority lien against
the Debtor's property and the proceeds thereof pursuant to the
loan obligations between the Debtor and MNB of $19,665,233.

The TCR reported on Dec. 1, 2011, that the Debtor has asked for
the dismissal of its Chapter 11 case as a result of an agreement
with its largest secured creditor, Metropolitan National Bank,
regarding the treatment of its claim in the bankruptcy.  The Bank
has agreed that the dismissal may be without prejudice to re-
filing.

                       About Parc at Rogers

Parc at Rogers Limited Partnership in Dallas, Texas, owns and
operates the Parc at Rogers Apartment Homes, an apartment complex
in Rogers, Arkansas.  It filed for Chapter 11 bankruptcy (Bankr.
N.D. Tex. Case No. 11-37025) on Oct. 31, 2011.  Judge Barbara J.
Houser presides over the case.  John Paul Stanford, Esq. --
jstanford@qsclpc.com -- at Quilling, Selander, Cummiskey and
Lownds, serves as the Debtor's counsel.  In its petition, the
Debtor estimated assets and debts of $10 million to $50 million.
The petition was signed by Steven A. Shelley, vice president of T.
Whitman, LLC, the Debtor's general partner.


PARK GREEN: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Park Green LLC
        2570 East Walnut Street
        Pasadena, CA 91107

Bankruptcy Case No.: 11-59258

Chapter 11 Petition Date: December 1, 2011

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

Judge: Ernest M. Robles

Debtor's Counsel: Lewis R Landau, Esq.
                  23564 Calabasas Rd., Suite 104
                  Calabasas, CA 91302
                  Tel: (888) 822-4340
                  Fax: (888) 822-4340
                  E-mail: lew@landaunet.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/cacb11-59258.pdf

The petition was signed by Steven C. Schultz, manager.


PACIFIC RUBIALES: Fitch Rates Proposed $250-Mil. Debt at 'BB'
-------------------------------------------------------------
Fitch Ratings expects to assign a 'BB' rating to Pacific Rubiales
Energy Corp.'s (Pacific Rubiales) proposed USD250 million debt
issuance due 2021.  The company expects to use the proceeds from
the issuance for general corporate purposes.

Pacific Rubiales' ratings are supported by the company's
leadership position as the largest independent oil and gas player
in Colombia and its strong management with recognized expertise in
heavy oil exploration and production.  The ratings also reflect
the company's strong liquidity and adequate leverage. Pacific
Rubiales' credit quality is tempered by the company's small scale
of production and relatively small reserve profile as well as its
production concentration in the Rubiales-Piriri and La Creciente
fields.  The company also benefits somewhat from its partnerships
with Ecopetrol ('BBB-' IDR by Fitch), Colombia's national oil and
gas company, which supports Pacific Rubiales' investments and
shares production.

Small and Concentrated Production Profile:

Pacific Rubiales' ratings reflect the company's production
concentration and relatively small reserve base and production.
Although Pacific Rubiales currently has exploration and production
interest in 41 blocks in Colombia, Peru and Guatemala, this net
production of approximately 88 thousand barrels of equivalent per
day (boe/d) is concentrated in three fields.  Rubiales-Piriri,
Quifa and La Creciente produce heavy crude oil and gas and
together account for almost all of current production.  La
Creciente, which produces natural gas, accounts for 12% of current
production and Quifa, which has a longer concession than Rubiales
2016 expiration, now accounts for 22% of current production.  This
limited diversification exposes the company to operational as well
as economical risks associated with small scale heavy oil
production. In the future, diversification away from Rubiales-
Piriri geographic location would be positive for the company's
credit quality.

Improving Operating Metrics:

Pacific Rubiales' operating metrics have been improving rapidly
and the company's growth strategy is considered somewhat
aggressive.  The company's reserve replacement ratio was 330% as
of September 2011 and its current reserve life index is
approximately 11 years using current production levels, net of
royalties of approximately 88 thousand boe/d.  During the past
years, the company increased gross production to approximately
221,896 boe/d, from approximately 138,380 boe/d as of June 2010.
As of September 2011, Pacific Rubiales' proved (1P); proved and
probable, net of royalties, amount to approximately 273 million
and 350 million respectively.  The company's reserves are composed
of heavy crude oil (73.4%) and natural gas (24.88%), with the
balance being light and medium oil (<1%). As of Sept. 30, 2011,
Pacific Rubiales had more than 14 million acres of prospective
exploration blocks, which will require significant funds to
develop.  In the short term, the company plans to devote its
efforts developing the Quifa, Sabanero and CPE-6 blocks, which
surround and are near Rubiales-Piriri block.

Solid Financial Profile:

Pacific Rubiales' ratings reflect the company's adequate financial
profile characterized by relatively low leverage and strong
interest and debt service coverage. As of the last 12 months (LTM)
ended Sept. 30, 2011, the company reported leverage ratios, as
measured by total debt (including the unsecured subordinated
convertibles of USD258 million) to EBITDA and total debt-to-total
proved reserves of 0.5 times (x) and USD2.7 per barrels of oil
equivalent (boe), respectively.  As of Sept. 30, 2011, debt of
approximately USD763.7 million was primarily composed of
approximately USD450 million of senior unsecured notes with final
maturity in 2016 and USD258 million of unsecured subordinated
convertibles notes due in 2013, which was converted to equity
during November 2011.  The balance was capital lease obligations
of the company. As of the LTM ended Sept. 30, 2011, Pacific
Rubiales reported an EBITDA, as measured by operating income plus
depreciation and stock-based compensation, of USD1.7 billion.

Improving Production Profile:

Pacific Rubiales' ratings reflect the company's improving
production profile and reducing concentration.  Historically the
company's production was concentrated on the Rubiales-Piriri,
which represented approximately 75% of total net production as of
2010.  Nowadays this block, which concession expires in 2016,
represents 63% of production, while the Quifa block, together with
the adjacent Sabanero block, with near zero production in 2010 now
represents 22% of production and 36% of 2P net reserves.  Quifa
concession expires in 2031.  La Creciente, which produces natural
gas, accounts for nearly 12% of current production. This
increasing production diversification reduces the company's
business risk.

Negative Free Cash Flow Due to Large Capex:

Free cash flow (cash flow from operations less capital
expenditures) has been negative given the company's growth
strategy. For the LTM ended Sept. 30, 2011, free cash flow was
negative USD326.6 million mainly due to the significant capital
expenditure of USD1.2 billion during the same period.  Pacific
Rubiales' significant capital expenditures plans over the next few
years could continue to pressure free cash flow in the near term.
Increasing production at the Rubiales-Piriri and reserves in the
surrounding Quifa block are expected to account for the bulk of
the company's capital expenditure, which is expected to be
approximately USD2.9 billion over the next four years.

Strong Liquidity Position:

The company's current liquidity position is considered strong,
characterized by robust cash on hand, strong cash flow generation
and manageable short-term debt obligations.  As of the LTM ended
Sept. 30, 2011, Pacific Rubiales funds from operations (FFO)
generation was USD1.3 billion and its cash on hand was USD325.5
million, while its short-term debt amounted to only USD7.9
million.  The company has a USD350 million two year syndicated
revolving credit facility, which as of Sept. 30, 2011, had not
been used.  Going forward, the company is expected to have a
manageable debt amortization, although its liquidity position will
be somewhat weaker due to its aggressive capital expenditure plant
that will demand significant financial resources.  Capital
investments are expected to be funded for the most part with
internal cash flow generation.


PETTUS PROPERTIES: Court OKs Caudle & Spears for VFC Dispute
------------------------------------------------------------
Pettus Properties, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the Western District of North Carolina
to employ Caudle & Spears, PA, as special counsel.

The Debtor together with a non-debtor company with substantially
the same ownership as the Debtor, Sterling Properties of Carolina,
LLC, are indebted to VFC Partners.  Jerrod H. Pettus and the
estate of Eleanor Phillips Pettus are purported guarantors of the
obligation to VFC.  VFC is purportedly secured with real property
owned by the Debtor and Sterling.

Caudle & Spears, in behalf of the Debtor, will file lawsuit
against VFC Partners 8, LLC if a settlement deal with not be
attained by The Debtor and VC Partners.  The purpose of the suit
would be to force VFC to honor its commitments to the Debtor,
Sterling and the Guarantors.

Harold C. Spears, partner at Caudle & Spears, PA, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

Charlotte, North Carolina-based Pettus Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No. 10-
31632) on June 8, 2010.  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


PINTAIL POINT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pintail Point Farm, LLP
        dba Pintail Point, LLP
        dba Pintail Point Partnership
        511 Pintail Point Farm Lane
        Queenstown, MD 21658

Bankruptcy Case No.: 11-33559

Chapter 11 Petition Date: December 1, 2011

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 N. Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140
                  E-mail: mkivitz@aol.com

Scheduled Assets: $9,841,122

Scheduled Debts: $13,655,346

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb11-33559.pdf

The petition was signed by Louis M. Schaefer, Revocable
Trust/Partner.


PORTER HAYDEN: Subpoena Dispute Goes to Maryland Court
------------------------------------------------------
Magistrate Judge William G. Cobb of the United States District
Court for the District of Nevada sent objections to the subpoena
served on the Western Asbestos Settlement Trust to the United
States District Court for the District of Maryland, Baltimore
Division, where a insurance coverage lawsuit is pending.

Before the Nevada court is a Motion to Compel Compliance with
Subpoena filed by National Union Fire Insurance Company of
Pittsburgh, Pa. and American Home Assurance Company.  The Insurers
wish to compel compliance with a subpoena issued to third party,
WAST.  While the parties' joint statement indicates an agreement
that the Motion to Compel need not be heard, the motion was not
withdrawn, and the parties further agreed that an issue with
respect to the subpoena remained to be heard and determined by the
Nevada court.

The matter arises out of litigation currently pending in the U.S.
District Court for the District of Maryland, National Union Fire
Insurance Company of Pittsburgh, Pa., et al. v. Porter Hayden
Company, 1:03-cv-03408-CCB, and Porter Hayden Co., et al. v.
National Union Fire Ins. Co. Of Pittsburgh, Pa., 1:03-cv-03414-
CCB.  The Coverage Action arose out of a dispute between the
Porter Hayden Company and its insurers, National Union Fire
Insurance Company of Pittsburgh, Pa., and American Home Assurance
Company.

Porter Hayden was an industrial and commercial insulation
contractor operating in the Mid-Atlantic states from the 1920s to
the late 1980s.  Until 1973, some of the insulation materials
handled, sold or distributed by Porter Hayden contained asbestos.
In 2000, the Coverage Action was filed, seeking to determine the
extent of any obligation on the part of the Insurers to defend and
indemnify Porter Hayden for its asbestos bodily injury
liabilities.  In 2003, Porter Hayden filed a petition in
bankruptcy and pursued a chapter 11 reorganization with a
channeling injunction issued under 11 U.S.C. Sec. 524(g).  Porter
Hayden's reorganization plan was confirmed in 2006, and all of its
non-liquidated asbestos-related bodily injury liabilities,
existing or future, were channeled to the Porter Hayden Bodily
Injury Trust.

In the course of discovery in the Coverage Action, the Insurers
issued Federal Rule of Civil Procedure 45 subpoenas to four
asbestos claims processing facilities and to WAST.  WAST has
objected to certain aspects of the subpoena.  Asbestos claims
processing facilities, and asbestos trusts administer the
submission, processing and payment of claims for compensation for
asbestos-related bodily injuries by individuals against a number
of former tort defendants.  Specifically, WAST, located in Nevada,
administers claims for the MacArthur Company, Western Asbestos
Company and Western MacArthur Company.  The subpoenas were issued
from the district courts where the claims processing facilities
were located, New Jersey, Virginia, Delaware, Pennsylvania, and
Nevada.

The subpoenas sought documents from WAST and the claims processing
facilities with respect to claimants who brought asbestos bodily
injury claims against both the PHBIT and any of the other trusts
for which the claims processing facilities handle claims. The
Insurers have argued in the Coverage Action that if they owe any
obligation to reimburse Porter Hayden for bodily injury claims
that have been paid through the PHBIT, then the amounts of such
settlements must have been reasonable.  The Insurers wish to
determine through the documents requested in the subpoenas whether
claimants who filed claims for compensation with both PHBIT and
one or more other trusts provided consistent information to each
trust as to work, exposure and medical history. The documents, the
Insurers argue, will allow them to determine the reasonableness of
the claims settlements paid by the PHBIT, both as to consistency
and value.

Each of the claims processing facilities and WAST issued
objections to the subpoenas.  Through meet and confer efforts, the
Insurers agreed to limit the scope of information sought, and in
turn the claim processing facilities and WAST agreed to produce
that limited amount of claimant information. Each of these
agreements, however, was contingent upon WAST and Insurers
entering into a confidentiality agreement and protective order, to
be filed in the Coverage Action, to protect the claimants'
confidential information and to provide a process by which the
claimants could object to the production of their claim
information.  As to each of the claims processing facilities,
except for WAST, a confidentiality agreement and protective order
has been entered into, the claimants have been notified of the
proposed production, and counsel on their behalf have filed
objections in the Coverage Action in Maryland.  Those objections,
along with other discovery motions, are set for a hearing in the
District of Maryland on Dec. 15, 2011.

After being served with the subpoena, WAST reserved its right to
serve objections to production of the materials sought pursuant to
Rule 45(c)(2)(B).  After unsuccessful attempts between the
Insurers and WAST to resolve the scope of the subpoenas, the
Insurers brought the Motion to Compel.

In the interim, with respect to the subpoena issued to WAST, the
Insurers agreed to limit the requested information to the claim
forms submitted by the claimants, and WAST agreed to provide that
information, subject to measures to protect the claimants.  The
parties have already taken the initial steps toward that
production.  The only remaining point of contention is where the
claimants themselves should file any objections they may have to
the document production, i.e., the District of Nevada, where the
subpoena was issued; or Maryland, where the Coverage Action is
pending, and where the objections from claimants in other
jurisdictions are being resolved.

The Nevada case is NATIONAL UNION FIRE INSURANCE COMPANY OF
PITTSBURGH, PA., AND AMERICAN HOME ASSURANCE COMPANY, v. PORTER
HAYDEN COMPANY, et al., No. 3:11-cv-00014 (D. Nev.).  A copy of
the Court's Dec. 2, 2011 Order is available at http://is.gd/0Rei5B
from Leagle.com.


PREMIER TRAILER: Court Confirms Prepackaged Plan of Reorganization
------------------------------------------------------------------
On Nov. 29, 2011, the U.S. Bankruptcy Court for the District of
Delaware approved and confirmed the Prepackaged Joint Chapter 11
of Reorganization of PTL Holdings, LLC, et al., as filed on
Sept. 23, 2011.

First Lien Credit Agreement Claims in Class 3 voted to accept the
Plan by the requisite numbers and amounts, determined without
including any acceptance of the Plan by an insider, thereby
satisfying the requirements of Section 1129(a)(10) of the
Bankruptcy Code.

The Bankruptcy Court overruled all objections (to the extent not
withdrawn) to the Plan and the Disclosure Statement, including the
objection filed by Fifth Street Finance Corp.

As reported in the TCR on Dec. 1, 2011, Fifth Street Finance
Corp., asked the Bankruptcy Court to reconsider or amend its
Nov. 10, 2011 opinion regarding confirmation of the prepackaged
joint plan of reorganization of PTL Holdings LLC, et al., for the
reason that not all of the arguments made by Fifth Street were
addressed in the opinion.

The Debtors objected to the motion for reconsideration, saying
that each of the points raised by Fifth Street were nothing more
than a re-statement of the same arguments previously advanced by
Fifth Street over the course of a three-day trial.

The Plan, which the Debtors filed along with their bankruptcy
petitions, proposes to restructure and significantly deleverage
the Debtors' capital structure.  It would exchange Garrison
Investment Group's first lien debt for 100% of the equity in the
reorganized business (subject to dilution from proposed equity and
stock options to be provided to management).  It further provides
that the Debtors will have access to at least $20 million of new
financing for working capital purposes.  This financing is the
crux of the Debtors' reorganization strategy, which is predicated
on the high per-unit lease rates for new trailers that the Debtors
will use the new money to purchase.  The Plan also contemplates
that the Debtors will assume the Stoughton Leases.

The Plan does not, however, provide Fifth Street with a recovery.
Fifth Street holds $27 million of second lien debt of the Debtors.
Garrison holds roughly $84 million of first lien debt of the
Debtors.

The Plan's treatment of Fifth Street's second lien debt is based
on an estimate of the reorganized Debtors' total enterprise value
prepared by Andrew Torgove, a managing director at Lazard Middle
Market LLC.  Mr. Torgove's first report, dated Aug. 12, 2011,
estimated a TEV range for the reorganized Debtors of between
$74 million and $99 million, with a midpoint of $86.5 million.
After errors were discovered in that report, Mr. Torgove issued a
"Valuation Report Supplement," dated Sept. 27, 2011, and increased
the TEV range to $76 million to $102 million, with a midpoint
value of $89 million.

Fifth Street is entitled to a recovery only if the Court finds
that the reorganized Debtors' TEV is greater than $110 million
(the $26 million Stoughton Lease claim plus the $84 million
Garrison first lien claim).  If the Debtors' TEV surpasses that
hurdle, then Fifth Street is in the money and the Plan is
unconfirmable because it violates 11 U.S.C. Sec. 1129.

The Court conducted a three-day confirmation hearing on the Plan
on Oct. 3-5, 2011.

According to Judge Shannon, the Debtors have carried their burden
to demonstrate that the TEV of the Debtors' business is
insufficient to provide for a recovery to the second lien secured
creditor.

                       DIP Loan Extension

The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved on Nov. 29, 2011, a fifth
stipulation entered between Premier Trailer Leasing, Inc., et al.,
and Garrison Loan Agency Services LLC, as administrative agent,
extending the commitment termination date in the final DIP order
to the earliest to occur of: (1) Dec. 5, 2011, (ii) the effective
date of a plan of reorganization, or (iii) the occurrence of an
event of default under the First Lien Credit Agreement.

                  About Premier Trailer Leasing

Founded in 2005, PTL Holdings LLC and Premier Trailer Leasing,
Inc., provide semi-trailer rentals, specializing in road-ready
semi-vans and flatbeds for the mid-market segment of the
transportation industry.  Headquartered in Grapevine, Texas, they
operate their business out of 19 branches in 15 different states
in the United States.

PTL Holdings and Premier sought bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12676) on Aug. 23, 2011.  Brendan Linehan
Shannon presides over the case.  Pachulski Stang Ziehl & Jones LLP
serves as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent.  PTL
Holdings estimated $100 million to $500 million in assets and
debts.  The petitions were signed by Scott J. Nelson, chief
executive officer.

Garrison Loan Agency Services LLC, the administrative agent under
the First Lien Credit Agreement, is represented by Proskauer Rose
LLP.  Second lien lender Fifth Street Mezzanine Partners III,
L.P., is represented by Young Conaway Stargatt & Taylor LLP and
Kramer Levin Naftalis & Frankel LLP.

On the Petition Date, the Debtors filed a Prepackaged Plan.  The
primary purpose of the Plan is to effectuate the restructuring and
substantial de-leveraging of the Debtors' capital structure in
order to bring it into alignment with the Debtors' present and
future operating prospects and to provide the Debtors with greater
liquidity.  The Plan gives the First Lien Lenders, owed $84
million, 100% of the equity of reorganized Premier in exchange for
the discharge of obligations owed under the First Lien Credit
Agreement.  Holders of Second Lien Credit Agreement Claims, worth
$27,100,000, and holders of general unsecured claims, worth
$550,000, will get nothing.

A statutory committee of unsecured creditors has not been
appointed in the Debtors' cases.


PURE BEAUTY: Obtains Final OK to Use Cash Collateral Until Dec. 18
------------------------------------------------------------------
On Nov. 22, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a final order authorizing Pure Beauty Salons &
Boutiques, Inc., to use cash collateral of Regis Corporation,
pursuant to a budget.  Actual disbursements will not exceed the
amount set forth in the budget by more than 10%.

The Debtors' authority to use cash collateral will automatically
expire upon the earlier of Dec. 18, 2011, which is the date that
is 75 days form the Petition Date; or (ii) regardless of whether
the Debtors have expended the entire amount set forth in the
budget, the failure by the Debtors to comply with any provision of
this Final Order, which failure is not remedied within 5 days of
written notice of that failure.

The Debtors and Regis, after prior consultation with the
Official Committee of Unsecured Creditors, may agree to extend the
Initial Term without further Court authority provided that the
extension is on substantially the same terms as this Final Order,
or any subsequent modification hereof.

The Debtors owe Regis $32.5 million, which is fully secured by
substantially all of the Debtors' personal and real property and
other assets.  The Secured Obligation is the only secured debt in
the Debtors' capital structure.

As adequate protection, Regis is granted a Replacement Lien in all
and property and assets of the Debtors to secure an amount of
Regis's prepetition claims equal to the aggregate diminution in
the value of the Prepetition Collateral resulting from the
Debtor's use of the cash collateral.

In addition to the Replacement Lien, subject only to the Carve-Out
for (a) professional fees and expenses incurred by the Debtors and
the Committee and (b) United States Trustee Fees, Regis will have
a Superpriority Claim under Section 507(b) of the Bankruptcy Code.

A copy of the final cash collateral order is available for free
at http://bankrupt.com/misc/purebeauty.dkt202.pdf

                        About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor -- jsvictor@ssgca.com  The Debtors'
notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Attorneys at Pachulski Stang Ziehl & Jones LLP represent the
Official Committee of Unsecured Creditors.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


PURE BEAUTY: Court Approves Bid Protocol; Jan. 13 Auction Sale Set
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
Nov. 23, 2011, bidding procedures for the sale of certain assets
of Pure Beauty Salons & Boutiques, Inc., and BeautyFirst Franchise
Corp.

Qualified bids must be received no later than 4:00 p.m. on
Jan. 10, 2012.

If a qualified bid other than Regis Corp.'s bid is received, the
auction will be held on Jan. 13, 2012, at 10:00 a.m. at the
offices of Young Conaway Stargatt & Taylor, LLP, 1000 West Street,
17th Floor, in Wilmington, Delaware.

Objections, if any, to the sale, including any objections to the
assumption and assignment of an assumed contract, must be filed no
later than 4:00 p.m. on Jan. 10, 2012.  To the extent that the
Purchaser is not the Successful Bidder and an alternative
Successful bidder is seeking to have certain Assumed Contracts
assumed and assigned as part of an alternative transaction, the
non-Debtor parties to the Assumed Contracts will have until the
Sale hearing to raise objections to the sale to the alternative
Successful Bidder.

The Sale Gearing will be held on Jan. 19, 2012, at 2:00 p.m.

A copy of the bid procedures order is available for free at:

          http://bankrupt.com/misc/purebeauty.dkt209.pdf

As reported in the TCR on Nov. 29, 2011, before the new
bankruptcy, an agreement was negotiated for former owner Regis
Corp. and a newly formed affiliate of Luborsky Family Trust II
2009, an insider of the Debtors, to purchase the business in
exchange for $32.5 million in debt held by Regis and the
assumption of about $13 million in liabilities.  The two
prospective buyers were involved in the prior Chapter 11 sale.

                        About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor -- jsvictor@ssgca.com  The Debtors'
notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Attorneys at Pachulski Stang Ziehl & Jones LLP represent the
Official Committee of Unsecured Creditors.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


PURE BEAUTY: Files Schedules of Assets and Liabilities
------------------------------------------------------
Pure Beauty Salons & Boutiques, Inc., filed with the U.S.
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities, disclosing:

    Name of Schedule              Assets        Liabilities
    ----------------            -----------     -----------
A. Real Property                         $0
B. Personal Property            $36,444,963
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $36,444,017
E. Creditors Holding
    Unsecured Priority
    Claims                                           $47,774
F. Creditors Holding
    Unsecured Non-priority
    Claims                                       $18,723,799
                                -----------      -----------
       TOTAL                    $36,444,963      $55,215,590

A copy of the Schedules is available for free at:

          http://bankrupt.com/misc/purebeauty.dkt167.pdf

                        About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor -- jsvictor@ssgca.com  The Debtors'
notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Attorneys at Pachulski Stang Ziehl & Jones LLP represent the
Official Committee of Unsecured Creditors.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


PUTNAM STRUCTURED: Moody's Affirms 'C' Ratings on 2 Note Classes
----------------------------------------------------------------
Moody's has affirmed the ratings of all classes of Notes issued by
Putnam Structured Product Funding 2003-1 despite an increase in
Moody's Weighted Average Rating Factor (WARF) and an increase in
Defaulted Securities. The affirmations are due to collateral
amortization as well as principal and interest payments from
Defaulted Securities which have helped to mitigate the other
negative credit factors. The rating action is the result of
Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CDO and Re-REMIC)
transactions.

Moody's rating action is:

Cl. A-1LT-a, Affirmed at B2 (sf); previously on Mar 20, 2009
Downgraded to B2 (sf)

Cl. A-1LT-b, Affirmed at B2 (sf); previously on Apr 16, 2010
Assigned B2 (sf)

Cl. A-1LT-c, Affirmed at B2 (sf); previously on Apr 16, 2010
Assigned B2 (sf)

Cl. A-2, Affirmed at Caa3 (sf); previously on Dec 3, 2010
Downgraded to Caa3 (sf)

Cl. B, Affirmed at Ca (sf); previously on Mar 20, 2009 Downgraded
to Ca (sf)

Cl. C, Affirmed at C (sf); previously on Mar 20, 2009 Downgraded
to C (sf)

Equity, Affirmed at C (sf); previously on Mar 20, 2009 Downgraded
to C (sf)

RATINGS RATIONALE

Putnam Structured Product Funding 2003-1 Ltd. is a static cash CRE
CDO transaction backed by a portfolio of residential mortagage
backed securities (primarily in the form of Home Equity and Alt-A
securities ) (41.8% of the pool balance), commercial mortgage
backed securities (CMBS) (38.2%), CDOs (primarily in the form of
CRE CDOs and ABS CDOs )(14.2%) and real estate investment trust
(REIT) debt (5.9%). The collateral pool includes both cash
collateral and synthetic reference obligations. As of the November
7, 2011 Trustee report, the aggregate Note balance of the
transaction, including preferred shares, $417.3 million from
$561.0 million at issuance, with the paydown directed to the Class
A-1LT Notes, as a result of amortization of the underlying
collateral and the failing of the Class A/B par value test.

There are fifty-five assets with a par balance of $96.5 million
(22.5% of the current pool balance) that are considered Defaulted
Securities as of the November 7, 2011 Trustee report. Eighteen of
these assets (55.8% of the defaulted balance) are CMBS, thirty-
three assets are ABS (28.2%), and four assets are CDOs (16.0%).
Defaulted Obligations that are not CMBS are defined as assets that
have defaulted with respect to interest or principal payments.
While there have been limited realized losses to date, Moody's
does expect significant losses to occur once they are realized.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: WARF, weighted
average life (WAL), weighted average recovery rate (WARR), and
Moody's asset correlation (MAC). These parameters are typically
modeled as actual parameters for static deals and as covenants for
managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.
Moody's has completed updated credit estimates for the non-Moody's
rated collateral. The bottom-dollar WARF is a measure of the
default probability within a collateral pool. Moody's modeled a
bottom-dollar WARF of 5,138 compared to 3,915 at last review. The
distribution of current ratings and credit estimates is as
follows: Aaa-Aa3 (11.4% compared to 11.4% at last review), A1-A3
(7.5% compared to 10.9% at last review), Baa1-Baa3 (16.5% compared
to 18.9% at last review), Ba1-Ba3 (5.4% compared to 11.0% at last
review), B1-B3 (5.0% compared to 8.8% at last review), and Caa1-C
(54.2% compared to 39.0% at last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 2.2 years compared
to 2.9 at last review.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed WARR of
22.2% compared to 24.1% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 3.8% compared to 8.3% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on January 24, 2011.

The cash flow model, CDOEdge(R) v3.2.1.0, was used to analyze the
cash flow waterfall and its effect on the capital structure of the
deal.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. Rated notes are particularly sensitive to
changes in recovery rate assumptions. Holding all other key
parameters static, changing the recovery rate assumption down from
22% to 12% or up to 32% would result in average rating movement on
the rated tranches of 0 to 2 notches downward and 0 to 2 notches
upward, respectively.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
the commercial real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are in
recovery and improvements in the office sector continue, with
fundamentals in Gateway cities outperforming their suburban
counterparts. However, office demand is closely tied to
employment, where fundamentals remain weak, so significant
improvement may be delayed. Performance in the retail sector has
been mixed with on-going rent deflation and leasing challenges.
Across all property sectors, the availability of debt capital
continues to improve with monetary policy expected to remain
supportive and interest rate hikes postponed. Moody's central
global macroeconomic scenario reflects an overall downward
revision of forecasts since last quarter, amidst ongoing fiscal
consolidation efforts, household and banking sector deleveraging,
persistently high unemployment levels, and weak housing markets
that will continue to constrain growth.

The methodologies used in this rating were "Moody's Approach to
Rating SF CDOs" published in November 2010, and "Moody's Approach
to Rating Commercial Real Estate CDOs" published in July 2011.


R.E. LOANS: Gets Final Approval for $20MM Wells Fargo DIP Loan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized, on a final basis, R.E. Loans, LLC, et al., to, among
other things:

   i) obtain postpetition loans and advances of up to the
aggregate principal amount of $20 million, in addition to and
exclusive of the amount of all prepetition indebtedness in the
approximate amount of $68 million owed by the R.E. Loans to Wells
Fargo Capital Finance, LLC, a Delaware limited liability company;
and

  ii) ratify, extend, assume, adopt, and amend the existing loan,
financing, and security agreements by and between the Debtors and
the lender, filed as an Addendum to the financing motion.

As of the Petition Date, R.E. Loans was indebted to the
Noteholders in the amount of approximately $776 million.

The Debtors would use the money to fund their working capital
needs and for other general corporate purposes.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant replacement liens upon
the Debtors' property; and a superpriority administrative expense
claim status, subject to certain carve out expenses.

                       About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
chief restructuring officer.  The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel.  The
Debtors tapped Alixpartners, LLP as noticing agent.  R.E. Loans
disclosed $713,622,015 in assets and $886,002,786 in liabilities
as of the Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


R.E. LOANS: Debt Exchange OK'd to Market Interests in the Loans
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized R.E. Loans, LLC, to employ The Debt Exchange, Inc. to
market its interests in the loans.

The Debtor is authorized to advance to DebtX the set-up fee of
$36,000 ($2,000 per loan) and the marketing fee equal to $50,000
to cover the costs of marketing the loans for sale, engaging with
potential investors, and conducting the auction of the loans.  The
marketing fee will be credited against any success fee earned for
the loans.

DebtX will not be required to file fee applications in the
Debtors' chapter 11 cases.  The Debtors will seek approval to pay
DebtX its compensation based on the formulas set forth in its
employment agreement in any motion for approval of the sale of the
loans.

Wells Fargo Capital Finance, LLC will also be entitled to all
rights, protections, benefits, and liens provided in the
financing orders.

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

                       About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
chief restructuring officer.  The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel.  The
Debtors tapped Alixpartners, LLP as noticing agent.  R.E. Loans
disclosed $713,622,015 in assets and $886,002,786 in liabilities
as of the Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


R.E. LOANS: Asks Court to Reset Section 341 Meeting to Jan. 17
--------------------------------------------------------------
R.E. Loans, LLC, et al., ask the U.S. Bankruptcy Court for the
Northern District of Texas to reset the 341 meeting of creditors
to Jan. 17, 2011, at 1:30 p.m. and to extend the bar date for
filing proofs of claims and interest to April 16, 2012, which
would be 90 days after the proposed 341 meeting of creditors in
accordance with L.B.R. 3003-1.

The Debtors tell the Court that they have determined the the Bar
Notice was not properly served in accordance with L.B.R. 2002-1
L.B.R. 2002-1 (a) (1), thus necessitating the resetting of the 341
meeting of creditors and the Bar Date.

As reported in the TCR on Sept. 21, 2011, the United States
Trustee for the Northern District of Texas in Dallas will convene
a meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the
bankruptcy case of R.E. Loans, LLC, on Oct. 20, 2011, at 2:00 p.m.
at Dallas, Room 976.  Proofs of claim are due by Jan. 18, 2012.

                         About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
chief restructuring officer.  The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel.  R.E.
Loans disclosed $713,622,015 in assets and $886,002,786 in
liabilities as of the Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


REAL MEX: Seeks Approval of Key Employee Incentive Plan
-------------------------------------------------------
BankruptcyData.com reports that Real Mex Restaurants filed with
the U.S. Bankruptcy Court a motion seeking approval to implement a
two-tiered key employee incentive plan for nine employees. The
total payout first tier would be $316,000, and payout for the
second tier would be a range of $1,085,000 to $2,712,500.  The
Court scheduled a Dec. 19, 2011, hearing to consider the motion.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED,
HADLEY & McCLOY LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at LATHAM & WATKINS LLP; and Kurt F. Gwynne, Esq.,
at REED SMITH LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at FOLEY & LARDNER LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at SCHULTE ROTH & ZABEL LLP; and Russell C. Silberglied, Esq., at
RICHARDS LAYTON & FINGER.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at MORRIS NICHOLS ARSHT & TUNNELL LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at KLEE TUCHIN BOGDANOFF & STERN
LLP.


RELIANCE GROUP: Chamber Asks High Court to Nix Claims v. Deloitte
-----------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that the U.S. Chamber
of Commerce last week urged the U.S. Supreme Court to reverse a
lower court's ruling that affirmed the Reliance Group Holdings
Inc. liquidating trust's fraud claims against Deloitte & Touche
LLP, arguing that the claims are precluded by federal securities
law.

                  About Reliance Group Holdings

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- owned 100% of the stock of Reliance
Financial Services Corporation, which, in turn, owned 100% of the
stock of Reliance Insurance Company.  RIC generated upwards of 90%
of the income of RGH, whose principal business was its ownership,
through RFS, of RIC and its property and casualty insurance
subsidiaries.

On May 29, 2001, the Commonwealth Court of Pennsylvania placed RIC
in rehabilitation, and named the Pennsylvania Insurance
Commissioner as RIC's rehabilitator.  RIC entered liquidation on
Oct. 3, 2001, and the Commissioner was appointed liquidator.

RGH and RFS filed for chapter 11 protection on June 12, 2001
(Bankr. S.D.N.Y. Case No. 01-13403) listing $12,598,054,000 in
assets and $12,877,472,000 in debts.  On April 22, 2005, RFS's
plan of reorganization, approved by the bankruptcy court, went
into effect and RFS emerged from bankruptcy as Reorganized RFS
Corporation.  Under RFS's bankruptcy plan, its litigation claims
and those of its general unsecured creditors were assigned to RGH.
The bankruptcy court confirmed RGH's First Amended Plan effective
Dec. 1, 2005, which created a liquidating trust.


RIO RANCHO: Court Continues Plan Outline Hearing Until Jan. 10
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on Jan. 10, 2012, at 2:00 p.m., to consider
adequacy of the Disclosure Statement explaining Rio Rancho Super
Mall, LLC's proposed Plan of Reorganization.

Previously, the Court approved the stipulation between the Debtor
and Wilshire State Bank extending until Nov. 28, the Debtor's time
to file disclosure statement and plan.

The Debtor related that it needed additional time to finalize
negotiations with WSB concerning the terms of repayment of WSB's
secured, administrative and general unsecured claims.

                  About Rio Rancho Supermall, LLC

Moreno Valley, California-based Rio Rancho Supermall, LLC, owns,
manages and operates a commercial property known as the Rio Rancho
Super Mall that is utilized as an indoor swap-meet and retail
mall.  It filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-16835) on March 2, 2011.  Thomas E. Kent, Esq.,
at the Law Offices of Thomas E. Kent, in Burbank, Calif., serves
as the Debtor's bankruptcy counsel.  The Debtor disclosed
$7,691,584 in assets and $12,253,866 in debts as of the Chapter 11
filing.


ROCKWOOD SQUARE: Judge Converts Case to Chapter 7 Liquidation
-------------------------------------------------------------
A federal judge converted on Nov. 23, 2011, the Chapter 11 case of
Rockwood Square LLC to Chapter 7 liquidation proceeding at the
behest of Robert C. Smith, attorney of Christopher White who is
the principal of Rockwood.

According to the report, a reorganization plan approved in October
2010 required Mr. White to pay back his creditors with rental
income from the property.  But Mr. Smith began receiving calls
from creditors that they were not getting paid.

The report relates that Mr. Smith said he is owed $38,000 in legal
fees.  Three secured creditors hold parcels of the shopping center
as collateral: Virginia Commerce Bank was owed $3.55 million;
First Capital Bank, $2.1 million; and Lowes Food Stores, $172,940.

The report says Virginia Commerce Bank was granted relief from
stay prior to the conversion and is auctioning its parcels Dec. 9,
2011, at the Chesterfield County Courthouse.  The bank is selling
three parcels, which include the 1980 shopping center building and
most of the parking lot.  The other creditors hold a portion of
the parking lot, a wooded area behind the center and a separate
property occupied by a day care.  Those are still subject to the
bankruptcy case and are subject to liquidation, Mr. Smith said.

Based in Mobile, Alabama, Rockwood Square LLC filed for Chapter 11
protection (Bank. E.D. Va. Case No. 09-32078) on April 1, 2009.
Judge Douglas O. Tice, Jr., presides over the case.  Robert
Coleman Smith, Esq., at Richard Knapp & Associates, represents the
Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.



ROSELAND VILLAGE: VCB Wants to Foreclose Share on Project
---------------------------------------------------------
Michael Schwartz at Richmond BizSense reports that Virginia
Commonwealth Bank has asked the federal bankruptcy court to force
the developers of Roseland Village to either pay the bank interest
while its Chapter 11 reorganization plan is worked out or allow
the bank to foreclose on its share of the project's 1,300 acres.

According to the report, the Petersburg, Va.-based bank loaned
Roseland $1.7 million in 2008.  The loan is secured by 103 acres.

The report says VCB filed on Nov. 15, 2011, a motion arguing that
Roseland's recently filed reorganization plan doesn't properly
protect it as a creditor.  That plan promised to pay all of
Roseland's lenders in full, plus interest, and eventually get the
development out of the ground.  But it would take years for the
plan to come to fruition.  Specifically, VCB is calling into
question the true value of its collateral and the effects that the
plan would have on that land's value over time.

The report relates the fair market value of the land as claimed by
Roseland is $4.2 million, according to VCB's court filing.  The
report notes bankruptcy filings list an appraised value of about
$2 million.  According to the report, if the reorganization
doesn't go as planned, the land is listed as having a liquidation
value of $1.5 million -- assuming it was sold separately from the
rest of the 1,300 acres.  In the meantime, interest, taxes and
late payments continue to pile on.

The report says VCB is also worried that it would lose its lien
position if Roseland seeks funds from another lender to pay for
the infrastructure on the 103 acres, as would be allowed for in
the plan.

The report says, in addition to VCB, Roseland owes Franklin
Federal Savings Bank about $20 million; Central Virginia Bank,
about $6.2 million; Essex Bank, almost $6 million; BB Hunt LLC, an
entity tied to developer HHHunt, $5.5 million; and Paragon Bank,
$2 million.

                        About GBS Holding

Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for
Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.
Chief Judge Douglas O. Tice Jr. presides over the case.
DurretteCrump PLC serves as the Debtor's bankruptcy counsel.  In
its petition, the Debtor estimated assets of $50 million to
$100 million and debts $10 million to $50 million.  The petition
was signed by George B. Sowers, Jr., president, who serves as the
Debtor's designee pursuant to a court order.

Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D.
Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd.,
owns 50% of Roseland Village, LLC.  DurretteCrump also represents
Roseland Village.

Roseland Village and GBS jointly own 1,288+/- acres adjoining each
other that are jointly part of a larger assemblage of land, known
as Roseland, which has been given approval from Chesterfield
County as a Master Planned Development consisting of more than 1.5
million square feet of commercial space and more than 5,600
housing units.  Roseland consists of 29 separate parcels that were
acquired over a nine-year period.  The property is located south
of Route 288 at its intersection with Woolridge Road.  Development
of the assembled parcel will take place in some cases without
regard to the property lines of the original 29 parcels that
comprise the land titled to GBS and Roseland Village.


ROTHSTEIN ROSENFELDT: 2 More Ex-Employees Charged in Ponzi Scheme
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that two more former employees
have been charged criminally in former Florida lawyer Scott
Rothstein's Ponzi scheme.

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROUND TABLE: Creditors Seek Post-Confirmation Committee
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that the unsecured creditors
committee in Round Table Pizza Inc.'s Chapter 11 case is asking
the bankruptcy court to allow it to remain after the pizza chain
receives confirmation of its bankruptcy-exit plan, despite that
plan's stipulation that the committee be dissolved.

                       About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table is a major West Coast pizza chain.  There are
currently approximately 348 franchised stores, operated by
approximately 150 franchisees.  Prior to the petition date, Round
Table operated 128 company-owned stores.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The official committee of unsecured creditors has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.

First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


RUDEN MCCLOSKY: Law Firm Sold to Greenspoon Marder
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ruden McClosky PA was authorized on Nov. 30 by the
bankruptcy judge in Fort Lauderdale to sell the firm to Greenspoon
Marder PA, a six-office Florida firm.

According to the report, Greenspoon is paying $5.6 million cash
plus the assumption of $2 million in debt.  To the extent the
$2 million is not spent, the difference will be paid in cash.  The
price is sufficient to cover the $4.93 million owing to the
secured lender Wells Fargo Bank NA.  Shareholders of the firm,
often called partners at other firms, guaranteed the debt.
From future collections of accounts receivable, Greenspoon is also
paying a portion of collections, estimated in a court filing
before the sale-approval hearing to total $1.7 million.

The report relates that a court filing said it was "anticipated"
that many of the firm's "employees" would join Greenspoon.
Shrunken in size, the Ruden firm had 67 attorneys and 148 total
employees on entering Chapter 11, court papers said.

There was no auction because there were no bids to compete with
Greenspoon's.

Dow Jones' Daily Bankruptcy Review reports that the sale of South
Ruden McClosky is the first known sale of a still-operating law
firm under Chapter 11.

                       About Ruden McClosky

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.

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.


SHUANEY IRREVOCABLE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Shuaney Irrevocable Trust
        Suite 201, 4 Laguna Street
        Fort Walton Beach, FL 32548

Bankruptcy Case No.: 11-31887

Chapter 11 Petition Date: December 1, 2011

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: Mark Freund, Esq.
                  LAW OFFICE OF MARK FREUND
                  P.O. Box 10171
                  Tallahassee, FL 32302
                  Tel: (850) 591-8010
                  E-mail: loomf@comcast.net

Scheduled Assets: $20,996,723

Scheduled Debts: $19,625,890

The petition was signed by Michael P. Spellman, Trustee.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Beach Community Bank      Sales of "Asets"       $3,000,000
Attention: Credit         to Debtor at Inflated
Administration            Excessive Prices
17 S.E. Eglin Parkway
Fort Walton Beach,
FL 32548

Independent Bankers Bank  Final Judgment         $2,500,000
of Florida                entered in 6-2011
Attention: Credit
Administration
Suite 400
615 Crescent Executive
Center
Lake Mary, FL 32746-2123

Southern Family Markets,  Guaranty of Debt       $2,000,000
LLC
Administrative Agent
7 Corporate Drive
Keene, NH 03431

623 Partners, LLC         Contract Dispute       $1,500,000
c/o Robert J. Elder,
III, Esq.
P. O. Drawer 24
Stuart, FL 34997

Beach Community Bank      Schweizer &            $1,000,000
Attention: Credit         Schweizer Green Reef
Administration            Units 1 and 13
17 S.E. Eglin Parkway
Fort Walton Beach,
FL 32548

Beach Community Bank      Note and Mortgage      $900,000
Attention: Credit         Receivable
Administration
17 S.E. Eglin Parkway
Fort Walton Beach,
FL 32548

Steven P. Del Gallo       Deferred Interest      $887,000
Suite 201                 Payable to Creditor
4 Laguna Street           from B Bonds
Fort Walton Beach, FL 32548

Beach Community Bank                             $400,000
Attention: Credit
Administration
17 S.E. Eglin Parkway
Fort Walton Beach,
FL 32548

623 Partners, LLC         Final Judgment         $350,000
c/o Robert J. Elder,      against Executive
III, Esq.                 Ventures
P. O. Drawer 24
Stuart, FL 34997

Beach Community Bank                             $300,000
Attention: Credit
Administration
17 S.E. Eglin Parkway
Fort Walton Beach,
FL 32548

Beach Community Bank                             $261,000
Attention: Credit
Administration
17 S.E. Eglin Parkway
Fort Walton Beach, FL 32548

Beach Community Bank                             $181,000

Internal Revenue Service   Ferderal Income       $130,000
Special Procedures         Taxes
Function

Beach Community Bank                             $100,000

Beach Community Bank                             $100,000

Beach Community Bank                             $100,000

Michael P. Spellman        Trustee Fees &        $73,626
                           Travel Expenses

Beach Community Bank                             $50,000

Beach Community Bank                             $50,000

Keefe, Anchors, Gordon &   Legal Services        $47,394
Moye, PA


SOLYNDRA LLC: Judicial Watch Sues DOE, White House for Docs
-----------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that public interest
group Judicial Watch Inc. on Thursday filed two separate suits in
Washington to compel the U.S. Department of Energy and the White
House Office of Management and Budget to provide communication
records over Solyndra LLC.  The complaints by Judicial Watch
claimed that neither of the agencies had provided adequate
responses to separate Freedom of Information Act requests the
group had sent out on Sept. 6 to obtain information, according to
Law360.

                          About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

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


SIXTH AVENUE: Alco Capital Liquidates Assets
--------------------------------------------
In its capacity as Assignee for the Benefit of Creditors, Alco
Capital Group, Inc. is overseeing the disposition of assets of
Sixth Avenue Electronics, Inc. through a going-out-of-business
sale now under way at the company's single remaining retail
location on Route 22 West in Springfield.

According to Alan Cohen, president of Alco Capital, all remaining
merchandise is being sold to the public at "substantial"
discounts.  Fixtures, furniture and equipment are also being sold.

Sixth Avenue Electronics opened its first store in New York City
in 1984 and, at its peak, operated 19 stores in New York, New
Jersey, Pennsylvania and Delaware.  The company sold LCD TVs, DVD
players, camcorders, digital cameras, GPS navigators, car audio
and video components, and furniture for living rooms and
entertainment systems.  The company was ordered to close its three
remaining stores in October under a temporary restraining order
issued by a U.S. District Court in Newark in response to
litigation brought by creditor GE Commercial Distribution Finance
Corp.

Alco Capital was confirmed as Assignee by the Superior Court of
New Jersey-Union County on October 27, 2011.  Under an assignment
for the benefit of creditors ("ABC"), the insolvent entity (the
"Assignor") transfers legal and equitable title, as well as
custody and control of its property, to a third party (the
"Assignee") in trust.  Proceeds of the asset dispositions are
released by the Assignee to the Assignor?s creditors in accord
with priorities established by law.

"In this case, the creditors and debtor decided that an ABC might
be a quicker and less expensive option than a traditional
bankruptcy," said Mr. Cohen.

The Sixth Avenue Electronics Union store is open for this final
sale Monday-Friday: 10:00 a.m.-9:30 p.m.; Saturday: 9:00 a.m.-
9:00 p.m.; and Sunday: 10:00 a.m.-7:00 p.m.  Cash and bankcards
will be accepted for payment.


SOTERA DEFENSE: Moody's Affirms 'B3' CFR, Outlook Negative
----------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating of Sotera Defense Solutions, Inc. and revised the outlook
to negative from stable. Concurrently, a B3 rating has been
assigned to the company's planned $35 million first-lien
incremental term loan. Proceeds of the additional term loan along
with some subordinated convertible debt (unrated) will fund the
pending acquisition of Potomoc Fusion, Inc.("PFI"). The negative
rating outlook reflects greater financial leverage than Moody's
anticipated will result from Sotera's efforts to build its
services segment.

The ratings are:

Corporate family, affirmed at B3

Probability of default, affirmed at B3

$28 million first lien revolver due, affirmed at B3 LGD3, to 44%
from 46%

$180 million first lien term loan due, affirmed at B3 LGD3, to 44%
from 46%

$35 million incremental first lien term loan due, assigned at B3
LGD3, 44%

Outlook, Negative

RATINGS RATIONALE

The pace of acquisitions, price multiple, and the incremental
acquisition debt level drives the outlook change to negative. The
September acquisition of Software Process Technologies, Inc. and
the planned acquisition of Potomoc Fusion, Inc. will have together
added a high amount of debt, though trailing revenues and earnings
from the targets are relatively low. Moody's expects that Sotera's
2011 financial statements will show significantly more financial
leverage than was anticipated when the CFR was assigned in March
2011. SPT and PFI should further Sotera's brand re-position
effort, adding skills and credentials to position Sotera to pursue
more substantial prime services contracts. Unseating incumbents,
however, can be challenging and assumed cost synergies remain to
be proven? achievement on these fronts has now become increasingly
critical to maintaining the rating. Headwinds from U.S. fiscal
pressures could complicate Sotera's growth aims as the U.S.
defense contracting environment has become more competitively
intense with larger, more diverse and better capitalized players
cutting overhead and price.

The corporate family rating of B3 has been affirmed. Revenue
potential is supported by a growing bid pipeline, a recent win on
a multiple-prime ID/IQ services contract and some services segment
backlog growth over the first nine months of 2011. Contractors
focused on intelligence, surveillance and reconnaissance systems
(Sotera's services segment is) appear reasonably well protected
against threats from U.S. defense outlay declines. The company's
growing specialization in battlefield and other secure data
systems could prove fortuitous if the focus attracts a meaningful
level of task orders, boosting the company's reputation and
bidding stature. Further, near-term cash flow potential is helped
by low capital intensity while a portion of the near-term interest
burden will be paid-in-kind.

The B3 rating would be pressured with slowing backlog growth, or
if Moody's expects debt to EBITDA to be above 7x at the end of
2012, or if free cash flow generation appears to be minimal. A
weaker liquidity profile could also cause a downgrade. The rating
would likely be stabilized if Moody's were to expect debt to
EBITDA to be minimally sustained in the mid-6x range by the end of
2012. Expectation of a continued adequate liquidity profile would
also accompany outlook stabilization. (All foregoing metrics are
on a Moody's adjusted basis, which will include the planned 12%
convertible notes of Sotera Holdings, Inc.)

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

Sotera Defense Solutions, Inc. ("Sotera"), headquartered in
McLean, Virginia, provides mission-critical technology-based
systems, solutions and services for national security agencies and
programs of the U.S. government. The annual revenue base is
estimated to be approximately $400 million. The company is
majority-owned by an affiliate of Ares Management LLC.


SP NEWSPRINT: Schedules Filing Deadline Extended to Jan. 16
-----------------------------------------------------------
The Hon. Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware has granted the motion of SP Newsprint
Holdings LLC to extend the time within which they must file the
schedules of assets and liabilities and statement of financials,
for a total of 60 days from the Petition Date, through and
including Jan. 16, 2012.

As reported in the Troubled Company Reporter on Nov. 23, 2011, the
Debtors must gather information from various documents and
locations and complete the closing of their books and records as
of the Petition Date or other dates, as appropriate, and then the
Debtors -- and their counsel and other advisors -- must review
that information and prepare and verify the Schedules.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.

Counsel for GECC as Pre-Petition Agent are Richard A. Levy, Esq.,
and David Hammerman, Esq., at Latham & Watkins LLP; and Kurt F.
Gwynne, Esq., at Reed Smith LLP.

Counsel to Avenue Investments LP are John Bessonette, Esq., and
Douglas Mannal, Esq., at Kramer Levin Naftalis & Frankel LLP.


SP NEWSPRINT: Can Use Cash Collateral on an Interim Basis
---------------------------------------------------------
The Hon. Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware has granted, on an interim basis, the motion
of SP Newsprint Holdings LLC, SP Newsprint Co. LLC, SP Recycling
Corporation and SEP Technologies L.L.C. to use cash collateral,
while they continue to attempt to negotiate with General Electric
Capital Corp., the lenders, and other parties on a longer
financing arrangement, and grant adequate protection to their
prepetition lenders.

As reported in the Troubled Company Reporter on Dec. 2, 2011, as
of the Petition Date, the Debtors had roughly $5.2 million of
cash on hand, which arguably constitutes cash collateral.  In
addition, the Debtors currently forecast receipt of more than $30
million of additional potential Cash Collateral over the next
three weeks from operations, resulting in projected cash on hand
at the end of the period covered by the Budget of $6.4 million.

The Debtors said they need access to Cash Collateral during the
cases to operate their business and work toward a potential DIP
financing arrangement and, hopefully, a global restructuring or
other exit strategy.  The Debtors were unable to obtain a formal
agreement for financing with the Lenders or any other party prior
to the Petition Date, but they hope to continue negotiations with
GECC and other parties regarding the use of Cash Collateral, as
well as a potential satisfactory DIP financing arrangement.

The Debtors said if they are not permitted to use such potential
Cash Collateral, the Debtors could be forced to convert the cases
to Chapter 7 cases.

The Debtors have prepared a three-week budget ending Dec. 2, 2011.
The Debtors expect cash receipts of $18,532,000 and disbursements
to total $16,265,000 through the period.

The Debtors are borrowers under a credit agreement GECC as
administrative agent, collateral agent, and lender, and certain
other parties.  The Credit Agreement provides for a revolving line
of credit of $50 million and a $225 million term loan.  As of the
Petition Date, $41 million was outstanding under the Revolving
Facility, and $213 million, including capitalized unpaid interest,
was outstanding under the Term Loan Facility.  The Revolving
Facility and the Term Loan Facility both mature on March 31, 2012.

For several months, the Debtors have engaged in restructuring
discussions with GECC and entered into a forbearance agreement
with GECC and the Lenders, which expired on or about Sept. 12,
2011.  On Oct. 12, 2011, GECC took actions that resulted in the
Debtors' bank accounts being frozen and permitted only limited
funding thereafter.

Since that time, the Debtors have attempted to negotiate the terms
of a consensual DIP financing arrangement and a global financial
restructuring.  Although such negotiations have not yet been
completed, in connection with any agreement, it is anticipated
that the Lenders will require the Debtors to conduct a going-
concern sale process, and the Lenders have expressed a willingness
to serve as a "stalking horse" bidder in such sale process.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.

Counsel for GECC as Pre-Petition Agent are:

         Richard A. Levy, Esq.
         LATHAM & WATKINS LLP
         233 South Wacker Drive, Suite 5800
         Chicago, IL 60606
         E-mail: richard.levy@lw.com

              - and -

         David Hammerman, Esq.
         LATHAM & WATKINS LLP
         885 Third Avenue
         New York, NY 10022
         E-mail: david.hammerman@lw.com

              - and -

         Kurt F. Gwynne, Esq.
         REED SMITH LLP
         1201 Market Street, Suite 1500
         Wilmington, DE 19801
         E-mail: kgwynne@reedsmith.com

Counsel to Avenue Investments LP are:

         John Bessonette, Esq.
         Douglas Mannal, Esq.
         KRAMER LEVIN NAFTALIS & FRANKEL LLP
         1177 Avenue of the Americas
         New York, NY 10036
         E-mail: jbessonette@kramerlevin.com
                 dmannal@kramerlevin.com


SP NEWSPRINT: Section 341(a) Meeting Scheduled for Jan. 9
---------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of SP Newsprint Holdings LLC on Jan. 9, 2012, at 3:00 p.m.  The
meeting will be held at J. Caleb Boggs Federal Building, 2nd
Floor, Room 5209.

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

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

                      About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.


STARWOOD HOTELS: Fitch Says Share Repurchase No Impact on IDR
--------------------------------------------------------------
Starwood Hotels & Resorts Worldwide Inc.'s (Starwood) 'BB+' Issuer
Default Rating (IDR) and Positive Outlook are unaffected by the
board's approval of a $250 million share repurchase authorization,
which was announced on Dec. 1.

Fitch anticipated there was a good likelihood that Starwood would
restart a share repurchase program after meeting the maturity of
its 7.875% notes (May 2012 maturity date), assuming there was no
disruption to the lodging recovery.  In November, the company
announced plans to exercise the redemption option on the 2012
notes, which have $605 million of principal outstanding.  The
redemption will occur on Dec. 15 of this year.

Thus, Fitch views the debt repayment and share repurchase
authorization as an acceleration of events that were expected to
occur in 2012.  The Positive Outlook continues to indicate that
there is a good likelihood Starwood's IDR will be upgraded to
investment grade in 2012.

Lodging demand trends continue on a solid recovery trajectory
despite heightened global macro-economic risk stemming from
European sovereign debt concerns and a China slowdown.  However,
the tenuous global economic outlook remains a primary concern for
the highly cyclical lodging industry.  In line with Fitch's
expectations, Starwood has outperformed the broader lodging
market, due in part to Starwood's greater exposure to luxury,
upper upscale, and urban market segments and international
markets.

U.S. RevPAR growth in 2011 of 8.0% year-to-date (YTD) through
November 26th has been better than Fitch's original 2011 outlook
of 5 - 7%.  Starwood posted RevPAR gains of 14.4% worldwide and
8.0% in North America YTD through Q3.

For 2012, Fitch's current industrywide outlook in the U.S.
incorporates further RevPAR growth in the 4-5% range with RevPAR
in international markets growing slightly faster.  Absent a
deterioration of Fitch's current macro outlook, Fitch expects
Starwood to outperform the industry again in 2012, given its
market exposure and the current stage of the cycle.  Starwood has
provided company-specific worldwide RevPAR guidance of 4% to 8%.

The attractive lodging supply outlook provides cushion to downside
scenarios. U.S. supply growth will be well less than 1% through at
least 2012-2013.  This contrasts the situation during the recent
recession when supply growth was peaking at more than 3% in 2008-
2009.

As of Q3 2011, Starwood's consolidated lease-adjusted leverage was
3.6x and its core lease-adjusted leverage (excluding profit and
debt from its consumer financing business) was 3.4x.
Pro-forma for the redemption activity and the timeshare
receivables securitization completed in November, Fitch calculates
consolidated lease-adjusted leverage of 3.2x and core lease-
adjusted leverage of 2.8x.  Fitch's base case incorporates EBITDA
growth, which could provide another one-quarter to one-half turn
of deleveraging over the next 12 - 18 months.

Starwood's solid liquidity profile provides flexibility for the
share repurchase authorization.  The company had roughly $1
billion of unrestricted cash at the end of Q3 2011 and
approximately $1.3 billion of availability under its $1.5 billion
credit facility due 2013.  Fitch calculates Starwood's proforma Q3
unrestricted cash balance of roughly $500 million, adjusting for:
(1) $200 million of proceeds from the receivables securization in
November, (2) the $605 million bond redemption expected to be
completed in December, and (3) $95 million in dividends to be paid
in December.

Fitch has maintained modest expectations with respect to proceeds
from Bal Harbour residential unit sales.  Therefore, successful
closings from the Bal Harbour project will provide additional
liquidity support relative to Fitch's expectations.  Additionally,
the completion of the project bolsters the company's forward free
cash flow profile.  Starwood's LTM free cash flow was roughly $370
million as of Sept. 30, 2011.

The company's maturity profile is manageable. Starwood has $500
million of notes that come due in 2013, which it should be able to
pay down in cash, re-finance fully with debt, or a combination of
both.  Fitch's ratings/Outlook incorporated expectations that
Starwood's 2012 notes would be paid fully with cash, but there is
more flexibility with respect to the 2013 notes.  Starwood has
delevered meaningfully toward targeted investment grade levels and
Fitch expects further EBIDTA growth next year.

The company also has maturities of $500 million and $450 million
in 2014 and 2015, respectively, so it is likely the company will
access the capital markets opportunistically.  Starwood maintained
strong capital market access through the recession with sizable
bond issuances in 2008 (May) and 2009 (Feb. and Nov.), which Fitch
views positively with respect to refinancing risk in downside
scenarios.

Fitch currently rates Starwood as follows:

  -- IDR 'BB+';
  -- Senior unsecured credit facility 'BB+';
  -- Senior unsecured notes 'BB+'.


SUFFOLK OTB: Court Dismisses Chapter 9 Case
-------------------------------------------
Churchill Downs Incorporated has succeeded in obtaining a
dismissal of the Chapter 9 bankruptcy of Suffolk Regional Off-
Track Betting Corporation.  Churchill Downs maintains that Suffolk
OTB did not obtain the requisite authorization to commence the
Chapter 9 case under 11 U.S.C. Sec. 109(c)(2).  Suffolk OTB
challenges Churchill Downs's standing to object to entry of an
order for relief, and argues that, in any event, the requirements
of Sec. 109 were satisfied.  Bankruptcy Judge Carla E. Craig sided
with Churchill Downs in her Dec. 2, 2011 decision, available at
http://is.gd/WuIUBgfrom Leagle.com, saying Suffolk OTB is
ineligible to be a debtor under Chapter 9.

Churchill Downs, a Kentucky corporation, owns various racetracks,
including Churchill Downs Racetrack, Calder Race Course, Fair
Grounds Race Course, and Arlington Park, directly or through
wholly owned subsidiaries.  Suffolk OTB accepts wagers on races
held at the Churchill Tracks and displays simulcast broadcasts of
these races at various of its locations.  Suffolk OTB listed
"Churchill Downs Inc./Churchill Downs Simulcast Network" in its
List of Creditors Holding 30 Largest Unsecured Claims on account
of a $36,440.18 pre-petition claim arising from "[h]ost track
settlements, including commissions payable on racing wagers."

Suffolk OTB said in its bankruptcy petition that it qualified
under Chapter 9 and that its board of directors authorized its
officers to seek the necessary legislative authorization.

Churchill Downs filed its objection to the petition, arguing that
the Suffolk County Legislature did not have authority to authorize
Suffolk OTB's bankruptcy filing.

             About Suffolk Regional Off-Track Betting

Hauppauge, New York-based Suffolk Regional Off-Track Betting
Corporation -- a public benefit corporation created by Article V
of the New York State Racing, Pari-Mutuel Wagering and Breeding
Law -- is one of five separately governed regional off-track
betting corporations in the State of New York.  Suffolk OTB offers
pari-mutuel wagering on thoroughbred and harness horse races held
at racetracks located within and without the State of New York.

Suffolk OTB filed for Chapter 9 bankruptcy protection (Bankr. E.D.
N.Y. Case No. 11-42250) on March 18, 2011.  Christopher F. Graham,
Esq., at McKenna Long & Aldridge LLP, serves as the Debtor's
bankruptcy counsel. The Garden City Group serves as the notice,
claims, and solicitation agent, nunc pro tunc to the Petition
Date.  It scheduled $14,654,257 in assets and $16,470,349 in
liabilities.

Attorneys for creditor Churchill Downs Inc. are:

          Robert J. Brown, Esq.
          Daniel I. Waxman, Esq.
          WYATT, TARRANT & COMBS, LLP
          Lexington Financial Center
          250 West Main Street, Suite 1600
          Lexington, KY 40507-1746
          Tel: 859-288-7624
          E-mail: rbrown@wyattfirm.com
                  dwaxman@wyattfirm.com

               - and -

          Frank F. Chuppe, Esq.
          WYATT, TARRANT & COMBS, LLP
          PNC Plaza
          500 West Jefferson Street, Suite 2800
          Louisville, KY 40202-2898
          Tel: 502-562-7336
          E-mail: fchuppe@wyattfirm.com


SUMMER VIEW: Plan Outline Hearing Scheduled for 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 as 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 to 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.


TALISMAN ENERGY: Fitch Assigns 'BB+' Preferred Stock Rating
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Talisman Energy
Inc.'s (TLM) upcoming issues of preferred stock.  The Rating
Outlook is Stable.

TLM plans to issue up to C$400 million in stated value of
perpetual preferred stocks in the Canadian market.  The two series
of preferred stocks will pay dividends that reset either every 90
days or five years depending upon the series of preferred stock
purchased.  Dividend rates will be tied to the approximate yields
of coterminous securities issued by the Government of Canada.  The
preferred stocks will have no stipulated maturity or mandatory
redemption dates and will rank subordinate to all debts of TLM and
senior to all other junior preferred and common stocks issued by
the corporation.

TLM will ultimately use the proceeds from the sale of the
preferreds for general corporate purposes and to reduce debt.  In
accordance with its policies regarding hybrid securities, Fitch
will allow an equity credit for the preferred stocks equal to one
half of their aggregate stated value in the calculation of
leverage metrics.  On a pro forma basis and assuming C$300 million
in net issue proceeds are used to repay debt, TLM's debt/LTM
EBITDA at the close of the third quarter would have been
approximately 0.76 times (x).  For reference, debt/LTM EBITDA at
the close of the third quarter without adjustment is 0.79x.

Fitch rates TLM's long-term senior unsecured debt and long-term
Issuer Default Rating 'BBB'.  Total proved developed and
undeveloped reserves at the end of 2010 totaled 1,149 million
barrels of oil equivalent.  Total debt including asset retirement
obligations was C$8.32 per barrel of oil equivalent of net proved
developed reserves at last year-end.

TLM's ratings reflect the company's modest leverage, its
discipline in spending capital, the company's record in reserve
replacement, and the size of its reserve base.


TAPATIO SPRINGS: Court Dismisses Chapter 11 Case
------------------------------------------------
On Nov. 7, 2011, the U.S. Bankruptcy Court for the Western
District of Texas dismissed the Chapter 11 case of Tapatio Springs
Real Estate Holdings, L.P.

The Bankruptcy Court ordered the Debtor to pay within 10 days of
the entry of its Order to the United States Trustee the
appropriate quarterly fees which are due and payable pursuant to
28 U.S.C. Section 1930(a)(6).

As reported in the TCR on June 28, 2011, Judy A. Robbins, the
United States Trustee for Region 7, asked U.S. Chief Bankruptcy
Judge Ronald B. King to dismiss the Debtor's Chapter 11 case.

According to the U.S. Trustee, the Debtor has not filed a plan and
disclosure statement in this case.  The U.S. Trustee alleged upon
information and belief that, on June 7, 2011, the Debtor's lender
foreclosed on the Debtor's primary assets as per an agreed order
lifting the automatic stay.  Consequently, it does not appear
that Debtor will be able to confirm a plan of reorganization.  The
Debtor's continuing losses and inability to timely effectuate a
plan is cause for dismissal of the case.

The U.S. Trustee added that the Debtor has failed to file its
monthly operating report for the month of April 2011.  Failure to
file current accurate monthly operating reports is cause for
dismissal of a case.

                       About Tapatio Springs

Boerne, Texas-based Tapatio Springs Real Estate Holdings, L.P.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case
No. 11-51263) on April 5, 2011.  The Debtor disclosed $20,677,999
in assets and $4,004,286 in liabilities as of the Chapter 11
filing.  Dean W. Greer, Esq., at the Law Offices of Dean W. Greer,
in San Antonio, Texas, serves as counsel.

Boerne, Texas-based Tapatio Springs Development Company, Inc.,
filed for Chapter 11 bankruptcy protection on (Bankr. W.D. Tex.
Case No. 11-51264) on April 5, 2011.

This the second bankruptcy filing for both Debtors.  Debtors
Tapatio Springs Development Company, Inc., and Tapatio Springs
Real Estate Holdings, L.P., voluntarily filed for Chapter 11
bankruptcy relief (Cases Nos. 11-50050 and 11-50054) on Jan. 3,
2011.

The Debtors filed the first bankruptcies the day before secured
creditors Clyde B. Smith and Peggy Smith were set to foreclose on
the Debtors' property.  On Feb. 17, 2011, the Court dismissed the
first bankruptcies on the Smiths' motion and without opposition
from the Debtors.  Once dismissed, the Smiths re-posted the real
estate for non-judicial foreclosure on April 5, 2011.

The Debtors filed the instant second voluntary Chapter 11
petitions merely minutes prior to the announced starting time of
the posted foreclosure proceedings.  The foreclosure proceeded at
10:00 a.m. as announced and concluded with no party bidding more
than the Smiths' credit bid.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Tapatio Springs Real
Estate Holdings, L.P., have expressed interest in serving on a
committee.


TAYLOR BEAN: Trustee Sues AIG, Others Over Fraudulent Transfers
---------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that a trustee
overseeing Taylor Bean & Whitaker Mortgage Corp.'s estate sued
American International Group, Inc., Mutual of Omaha Insurance Co.,
CitiMortgage Inc. and 15 others in Florida court Thursday seeking
to recover payments made before the troubled lender filed for
bankruptcy following executives' arrest for fraud.

Law360 relates that trustee Neil F. Luria said Taylor Bean
transferred $131,696 to AIG, knowing it lacked these funds and
intending to defraud creditors, constituting fraudulent transfer
and unfair preference toward AIG.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TEE INVESTMENT: Receiver Wants to Use Cash Collateral to Pay Costs
------------------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada has authorized Terrence S. Daly, in his
capacity as court-appointed receiver for Tee Investment Company,
Limited Partnership, to use $150,000 in cash collateral to replace
roofs, make repairs, and handle deferred maintenance on apartment
buildings and maintain a contingency fund for maintenance
expenses.

Prior to December 2010, there were only minor issues with the
roofs.  Beginning in December, major leaks sprung in many the
roofs of the 18 buildings comprising the Apartment Buildings.
Roofs could not be replaced that time of year, as gravel on the
roofs freezes and the roofs cannot then be removed.

Due to the cold's preventing roof replacement, last winter, the
Receiver employed professionals to tarp the roofs and patch leaks
as and when they occurred, but the Apartment Buildings suffered
damage to interior ceilings that had to be replaced in certain
instances.  The Receiver contemplated in April 2011 making various
repairs and replacements roofs, but decided that the significant
expenditures could be postponed until the fall when the Receiver
would bring in a professional to further explore alternatives.

In August 2011, the Receiver was informed of, and explored, a
cheaper alternative employing foam sealant to repair and protect
the roofs for several years, but then learned from his consultant,
Kelleher Boyd & Associates that this was not a practical solution
for the Apartment Buildings.  Kelleher Boyd then explored
alternatives.  Despite best efforts, Kelleher Boyd experienced
several delays in bringing roofers and others into the Apartment
Buildings and generating a Roof Inspection & Condition Survey
dated Sept. 15, 2011.

Following receipt of the Kelleher Report, in carrying out his
duties under the Receiver Orders, from mid-September until mid-
October, the Receiver contacted various roofing companies about
replacing the roofs, and handling deferred maintenance and repairs
as suggested in the Kelleher Report.  The Receiver's efforts
culminated in his receipt of a proposed Roofing Services Contract
with PRS of Nevada Ltd.  The Contract incorporates replacement of
3 of the 7 roofs recommended by Kelleher Boyd and other repairs
and deferred maintenance to make it through the winter without
major leaks and other problems.

Louis M. Bubala III, Esq., at Armstrong Teasdale LLP, tells the
Court that if the Contract is not executed and work on the
replacements, repairs and maintenance not begun prior to the first
major snow storm, then roof replacements will not be possible this
winter and roof leaks will simply have to be patched as they
occur.  However, further damage to ceiling interiors will occur,
inhabitants of many of the apartments will be displaced or greatly
inconvenienced and will abate their rent and the significant
amounts spent on patching leaks and battling with tenants will
have been lost as the roofs will still need to be replaced.
Replacing the roofs now will avoid thousands of dollars of
patching costs and suits with tenants concerning rent abatement.

The Receiver is represented by:

         Louis M. Bubala III, Esq.
         ARMSTRONG TEASDALE LLP
         50 W. Liberty Street, Suite 950
         Reno, Nevada 89501
         Tel: (775) 322-7400
         Fax: (775) 322-9049
         E-mail: lbubala@armstrongteasdale.com

                        About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, filed for Chapter 11 bankruptcy
protection on March 1, 2011 (Bankr. D. Nev. Case No. 11-50615).
The Debtor estimated its assets and debts at $10 million to $50
million.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev. 10-
53612), West Shore Resort Properties III, LLC (Bankr. D. Nev. 10-
51101), and West Shore Resort Properties, LLC, and (Bankr. D. Nev.
10-50506) filed separate Chapter 11 petitions.


THINKFILM INC: Judge Gives Trustee Control of Pangea Media
----------------------------------------------------------
According to Alex Ben Block at the Hollywood Reporter, federal
Judge Barry Russell granted trustee Ronald Durkin's motion to take
control of Pangea Media Group, a company that David Bergstein ran
until it shut its doors earlier this year.

According to the report, Mr. Durkin is the trustee in the
involuntary bankruptcy case involving Capitol, ThinkFilm and three
other companies that were run by Mr. Bergstein.

The report says this is the first big victory for the trustee
after several setbacks.  The judge had earlier this year refused
to allow Mr. Durkin to consolidate a number of the subsidiaries
related to the bankrupt companies, which frustrated the trustee's
efforts to exercise control over them.  The judge had said the
trustee could return and re-ask for control, but he had to do it
one entity at a time.

The report says Mr. Durkin can immediately run Pangea, which he
has said he will put into bankruptcy.  The judge left it up to Mr.
Durkin to decide if it would be put into voluntary bankruptcy and
whether that would be a Chapter 11 reorganization or a Chapter 7
filing, which would put it out of business completely.

                     About Thinkfilm, et al.

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


TMP DIRECTIONAL: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TMP Directional Marketing, LLC
          aka TMP Worldwide Direct Marketing, LLC
              TMP Ltd. (Canada)
              15miles
              TMP DM, LLC
              Interface Realty, Inc. (New York)
              TMP Directional Marketing, LLC
              Monster Worldwide, Inc.
              TMP Worldwide Co. Ltd. (Japan)
              TMP Worldwide Ltd. (Canada)
              TMP Intellectual Property Holdings, LLC
              TMP DM, Inc.
              Moving.com, Inc.
        500 West Silver Spring Drive, Suite K-200
        Glendale, WI 53217

Bankruptcy Case No.: 11-13835

Chapter 11 Petition Date: December 5, 2011

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

Debtor's Counsel: Domenic E. Pacitti, Esq.
                  KLEHR HARRISON HARVEY BRANZBURG LLP
                  919 Market Street, Suite 1000
                  Wilmington, DE 19801
                  Tel: (302) 552-5511
                  Fax: (302) 426-9193
                  E-mail: dpacitti@klehr.com

Debtor?s
Co-Counsel:       KIRKLAND & ELLIS LLP

Debtor?s
Restructuring
Officer:          CRG PARTNERS GROUP, LLC

Debtor?s
Claims/Noticing
Agent:            EPIQ BANKRUPTCY SOLUTIONS


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

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

The petition was signed by Timothy P. Nugent, vice president,
assistant secretary, and assistant treasurer.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
TMP DM, Inc.                          11-13836
TMP DM, LLC                           11-13837

TMP Directional Marketing's List of Its 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Supermedia LLC                     Trade Debt          $21,841,256
4500 Fuller Drive, 2nd Floor
Irving, TX 75038

Southwestern Bell/SBC YP           Trade Debt          $13,112,716
1 AT&T Way
Bedminster, NJ 07921

Dex Media West LLC                 Trade Debt          $10,909,202
3190 S. Vaughn Way, 5-South
Aurora, CO 80014

Bellsouth                          Trade Debt          $10,482,028
1 AT&T Way
Bedminster, NJ 07921

R.H. Donnelley Publishing          Trade Debt           $9,985,925
1615 Bluff City Highway
Bristol, TN 37620

Dex Media West LLC                 Trade Debt           $9,036,020
3190 S. Vaughn Way, 5-South
Aurora, CO 80014

Yellow Book Co. Inc.               Trade Debt           $7,760,673
2201 Renaissance Boulevard
King of Prussia, PA 19406

AT&T Advertising and Publishing    Trade Debt           $6,762,963
1 AT&T Way
Bedminster, NJ 07921

Pacific Bell Directory Publishing  Trade Debt           $6,631,663
1 AT&T Way
Bedminster, NJ 07921

Yellowpages.com, LLC               Trade Debt           $5,220,284
611 N. Brand Boulevard, 5th Floor
Glendale, CA 91203

Ernst & Young                      Professional Fees    $3,435,566
Ernst & Young Tower
222 Bay Street
P.O. Box 251
Toronto, ON M5K IJ7
Canada

The Berry Company                  Trade Debt           $1,934,210
100 Executive Parkway
Hudson, OH 44236

Yellow Pages Group                 Trade Debt           $1,439,373
653-16 Place Du Commerce, 6th Floor
Ile-Des-Soeurs, QC H3E 2A5
Canada

Cincinati Bell Telephone Co.       Trade Debt           $1,023,772
312 Plum Street, Suite 600
Cincinnati, OH 45202

Local Insight Regatta Holdings,    Trade Debt           $1,009,391
Inc.
100 Executive Parkway
Hudson, OH 44236

Southern New England               Trade Debt             $775,462
Telephone/SBC YP
1 AT&T Way
Bedminster, NJ 07921

White Directory Publishers Inc.    Trade Debt             $624,433
1945 Sheridan Drive
Buffalo, NY 14223

American Board of Medical          Trade Debt             $588,213
Specialties
222 North LaSalle Street, Suite 1500
Chicago, IL 60601

Directory Marketing, Inc.          Trade Debt             $468,217
1305 West Main
Greenwood, MO 64034

Valley Yellow Pages                Trade Debt             $366,702
1850 N. Gateway Boulevard, Suite 132
Fresno, CA 93727

Amacai Information Corporation     Trade Debt             $354,378
8010 Towers Crescent Drive, 5th Floor
Vienna, VA 22182

Pinnacle Publishing LLC            Trade Debt             $306,433
4030 Technology Drive NW
Bemidji, MN 56601-5612

Monster Worldwide, Inc.            Trade Debt             $273,938
622 Third Avenue, 39th Floor
New York, NY 10017

Yahoo Inc.                         Trade Debt             $273,271
3333 Empire Avenue
Burbank, CA 91504

CDW Direct LLC                     Trade Debt             $269,160
200 N. Milwaukee Avenue
Vernon Hills, IL 60061

Directory Publishing Solutions     Trade Debt             $238,822

Citygrid Media, LLC                Trade Debt             $227,242

Hawaiian Telecom Yellow Pages      Trade Debt             $218,593

Facebook, Inc.                     Trade Debt             $210,392

Phone Directories CDPS             Trade Debt             $204,187


TOWN CENTER: Seeks Emergency Hearing on DIP Financing, Plan Deal
----------------------------------------------------------------
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.

                        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.


TRADE UNION: Plan Effective Date Occurred on October 31
-------------------------------------------------------
As reported in the TCR on Sept. 29, 2011, the Bankruptcy Court
confirmed Trade Union International, Inc., and Duck House, Inc.'s
Modified First Amended Chapter 11 Reorganization Plan.

On Nov. 1, 2011, the Debtors served notice that the Effective Date
of the Plan occurred on Oct. 31, 2011.

                        About Trade Union

Montclair, California-based Trade Union International Inc.
supplies aftermarket aluminum alloy wheels and wheel and truck
accessories.  It filed for Chapter 11 bankruptcy protection on
January 31, 2011 (Bankr. C.D. Calif. Case No. 11-13071).  In its
schedules, the Debtor disclosed $11,350,971 in assets and
$19,826,869 in liabilities.

Affiliate Duck House, Inc., a California corporation, filed
a separate Chapter 11 petition (Bankr. C.D. Calif. Case No.
11-13072)on Jan. 27, 2011.  Duck House, Inc., specializes in
designing products for sports enthusiasts.

Trade Union and Duck House are each owned one-half by Wen Pin
Chang and one-half by Mei Lien Chang.

The Debtors sought bankruptcy protection after the bank cut off
access to the bank account and said sought appointment of a
receiver.

James C. Bastian, Jr., Esq. -- jbastian@shbllp.com -- at Shulman
Hodges & Bastian LLP, in Irvine, Calif., serves as the Debtor's
bankruptcy counsel.

Robert E. Opera, Esq., and Richard H. Golubow, Esq.
-- ropera@winthropcouchot.com and rgolubow@winthropcouchot.com --
at Winthrop Couchot PC, in Newport Beach, Calif., serve as the
general insolvency counsel of the Official Committee of Unsecured
Creditors.

As reported in the TCR on Sept. 29, 2011, Trade Union
International Inc. won confirmation of a reorganization plan where
the owners maintain control in return for a contribution of about
$500,000.  The secured bank debt of some $11.5 million was rolled
over into a new secured obligation.  Unaffiliated unsecured
creditors with claims of about $900,000 will be paid $750,000 in
installments through 2016.  The owners in effect subordinated
unsecured claims of some $9 million.


TRIUS THERAPEUTICS: Michael Powell Discloses 12.8% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Dr. Michael F. Powell and his affiliates
disclosed that, as of Nov. 29, 2011, they beneficially own
3,648,874 shares of common stock of Trius Therapeutics, Inc.,
representing 12.8% of the shares outstanding.  The percentage was
calculated based upon 28,555,800 shares of Common Stock
outstanding as of Nov. 4, 2011, as reported by the Company.  A
full-text copy of the amended Schedule 13D is available for free
at http://is.gd/PhjpgV

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company also reported a net loss of $5.73 million on $36
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $15.11 million on $5.51 million
of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $77.02
million in total assets, $15.64 million in total liabilities and
$61.38 million in total stockholders' equity.

"We are pleased to report our consistent achievement of objectives
since our IPO in August 2010," said Jeffrey Stein, Ph.D.,
president and chief executive officer of Trius.  "We look forward
to continuing our track record of solid execution in our clinical
trials and company development."


UNITED CONTINENTAL: Airlines May Lose Fight over CO2 Caps
---------------------------------------------------------
International airlines could lose a challenge to the European
Union's planned expansion of its carbon cap-and-trade system
beyond the bloc's borders, according to an adviser to the
region's top court, Stephanie Bodoni of Bloomberg News reported.

"The inclusion of international aviation in the EU emissions
trading scheme is compatible with international law," Advocate
General Juliane Kokott of the EU Court of Justice in Luxembourg
wrote in an October 6, 2011 non-binding opinion, Bloomberg
relayed.  The court follows this advice at least in part most of
the time, Bloomberg wrote.

As previously reported, United Continental Holdings, Inc., AMR
Corp.'s American Airlines and the Air Transport Association
disputed the proposed emission curbs on aviation and filed the
current lawsuit before the High Court in London.  The High Court
then referred the case to the EU Court of Justice to clarify the
legality of emission curbs, Bloomberg noted.

The EU regulator, however, said it will not ditch its plans to
impose carbon curbs on flights to and from the bloc's airports
starting next year, the report stated.

EU Climate Commissioner Connie Hedegaard in a Bloomberg interview
last month said while the regulator does not want to "dictate the
world what to do," aviation can not be excluded forever,
Bloomberg relayed.

"Generally ECJ opinions are very good indication of the final
outcome," commented Isabelle Curien, Paris-based carbon analyst
at Deutsche Bank AG told Bloomberg.  "It'd be very good for the
market if the court supported the commission and its credibility.
But if the opinion cast additional doubts it would weigh doubts
on the market and the moment is not good for that as prices are
already low on other concerns."

In recent developments, the U.S. House of Representatives passed
on October 25, 2011, the "European Union Emissions Trading Scheme
Prohibition Act of 2011" after the industry estimated that
participation in the cap-and-trade system would cost U.S.
airlines $3.1 billion between 2012 and 2020, according to a
separate Bloomberg News report.

Annie Petsonk, international counsel at the New York-based
Environmental Defense Fund, warned that the bill could trigger a
"trade war that would put tens of thousands of U.S. jobs in
jeopardy," in an e-mailed statement to Bloomberg.  "By barring
U.S.-based airlines from complying with applicable law for
flights traveling to EU airports, this bill would compel those
airlines either to drop their EU routes or become scofflaws," Ms.
Petsonk added.

In addition, the U.S. and 25 other member states of the
International Civil Aviation Organization are expected to lodge a
complaint against the emissions trading scheme, Reuters related
in another report.

The ICAO council will meet on November 2, 2011 to discuss, among
other things, the proposed EU law, Reuters related.  A copy of an
ICAO council working paper seen by Reuters stated that the law
unilaterally passed by the EU posed major challenges and risks
for aircraft operators.

EU lawyers said any decision by the ICAO council is not legally
binding but acknowledged that it could be a step toward a formal
dispute procedure wherein the president of the ICAO would
mediate, Reuters related.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 .  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland
& Ellis, represented the Debtors in their restructuring
efforts.  Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal
LLP represented the Official Committee of Unsecured
Creditors.  Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006.  The Company emerged from bankruptcy
on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNITED CONTINENTAL: Faces Mobile Check-In Patents Lawsuits
----------------------------------------------------------
United Air Lines, Inc. and other carriers are facing lawsuits
over use of patented wireless transaction technology for mobile
check-in and boarding passes, Phil Milford of Bloomberg News
reported.

Aeritas LLC alleged in four complaints filed in a federal court
in Wilmington, Delaware, that air carriers are using its
inventions protected by patents awarded in 2007 and 2011,
Bloomberg relayed.

"Aeritas has suffered monetary damages in an amount adequate to
compensate for defendants' infringement, but in no event less
than a reasonable royalty," the patent holder wrote in its
complaints against United, Continental Airlines, Inc., Delta Air
Lines, Inc. and Alaska Air Group, Inc., the report stated.

Aeritas seeks a jury trial and a halt to the airlines' use of the
inventions, the report added.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 .  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland
& Ellis, represented the Debtors in their restructuring
efforts.  Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal
LLP represented the Official Committee of Unsecured
Creditors.  Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006.  The Company emerged from bankruptcy
on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


US AIRWAYS: Mum About Potential Merger With American
----------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reports that US
Airways Group Inc.'s chief financial officer Derek Kerr said at an
investor conference Tuesday the airline continues to be a
proponent of industry consolidation.  Mr. Kerr said on top of four
major industry mergers since 2005, "there is possibly room for
more."

WSJ notes Mr. Kerr didn't mention any potential pairings, much
less a role for his carrier, and wasn't asked about and didn't
mention the rampant speculation that US Airways could wind up
combining with American Airlines parent AMR Corp.

WSJ also relates that before Mr. Kerr's remarks at a Rodman &
Renshaw LLC airline conference in Boston, a US Airways spokeswoman
reiterated the company's view that consolidation make sense for
the industry with or without US Airways' participation.

USAir resulted from a 2005 merger of US Airways and America West
Airlines.  USAir made a hostile run at Delta Air Lines Inc. when
that company was in bankruptcy protection a few years ago, and
talked twice with United Airlines about a combination.  Delta went
on to buy Northwest Airlines and United and Continental Airlines
merged to form United Continental Holdings Inc.  Southwest
Airlines Co. acquired discounter AirTran Airways.

                        About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
(Bankr. E.D. Va. Case No. 04-13820) on Sept. 12, 2004.  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in
their restructuring efforts.  The USAir II bankruptcy plan became
effective on September 27, 2005.  The Debtors completed their
merger with America West on the same date. (US Airways Bankruptcy
News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative

                      About American Airlines

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

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

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

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

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

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

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


U.S. EAGLE: Hires Hilco Real as Real Estate Broker
--------------------------------------------------
U.S. Eagle asks the U.S. Bankruptcy Court for the District Court
of New Jersey to employ Hilco Real Estate, LLC, as real estate
broker and Lee & Associates as the sub-listing broker for certain
properties.

The Debtors own certain contiguous commercial and industrial
properties located in the City of Riverside, California,
specifically: (i) 1155 West La Cadena Drive; (ii) 1171 West La
Cadena Drive; (iii) 1179 West La Cadena Drive; (iv) 1189
West La Cadena Drive; (v) 3171 Columbia Avenue; and (vi) 3190
Interchange Street.

Upon retention, Hilco Real will, among other things:

   (a) take the necessary steps to list and market the Riverside
       Properties in a manner to maximize the value thereof;

   (b) facilitate the dissemination of information to interested
       parties with respect to the Riverside Properties; and

   (c) assist the Debtors with the sale process.

Hilco will receive 6 percent of the gross sale proceeds from the
sale of the Riverside Properties if it is the sole real estate
broker.  However, if the buyer of the Riverside Properties is
represented by a separate broker, the Debtors will seek permission
to compensate Hilco at 7 percent of the gross sale proceeds as the
commission will be shared with the buyer's broker.

Ian S. Fredericks, Hilco vice president and assistant general
counsel, attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The Debtors and Hilco identified Lee as a capable broker serving
the Riverside, California area to assist with the disposition of
the Riverside Properties.  As compensation for its work on this
matter, Lee will receive 50 percent of Hilco's fee, if any.
Pursuant to the Real Estate Agreement and Sub-Listing Agreement,
Hilco will solely be responsible for payment of compensation, if
any, to Lee.

Finn L. Comer, senior VP at Lee & Associates, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                       About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


VENTO FAMILY: BNLV Wins Ch. 11 Case Dismissal
---------------------------------------------
On Nov. 22, 2011, the U.S. Bankruptcy Court for the District of
Nevada granted the motion of Bank of North Las Vegas (BNLV) to
dismiss the Chapter 11 case of Vento Family Trust pursuant to 11
U.S.C. Section 109.

The Court concludes that the Debtor is not a business trust within
the meaning of Section 101(9), is not a person within the meaning
of Section 101(41), and therefore is not eligible to be a debtor
under Section 109(a).

As a result, the Court ordered that all pending hearings in the
case, except any pending hearings on fee applications for Chapter
13 cases, are vacated and will be taken off calendar without
further notice.

As reported in the TCR on Oct. 24, 2011, BNLV said that the Debtor
does not qualify as a business trust and is ineligible for
bankruptcy relief.  BNLV also requested for an appointment of an
examiner to investigate the conduct of the Debtor and its
beneficiaries with regard to Debtor's prepetition transfers,
prepetition asset protection activities, and mismanagement of the
Chapter 11 case.  BNLV related that the Debtor's unsecured
creditors hold fixed, liquidated, unsecured claims in excess of
$13 million, which far exceeds the $5 million threshold of Section
1104(c)(2) of the Bankruptcy Code.

City National Bank, N.A., joined in both the Examiner Motion and
the Dismissal Motion.

Vento Family Trust earlier filed a First Amended Disclosure
Statement for its Chapter 11 Plan of Reorganization with the U.S.
Bankruptcy Court for the District of Nevada.  The Plan
contemplates the Debtor paying claims from the proceeds of its
business operations.  The Plan offered monthly payments of $4,000
for 60 months to pay unsecured claims totaling $240,000.  A copy
of the disclosure Statement is available at:

         http://bankrupt.com/misc/ventofamily.dkt169.pdf

                     About Vento Family Trust

Based in Henderson, Nevada, Vento Family Trust was formed in 1990
for the purpose of holding business related real estate assets of
Carmine and Ann Vento.  The Trust filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-33909) on Dec. 27, 2010.
Judge Mike K. Nakagawa presides over the case.  Jason C.
Farrington, Esq., and Timothy S. Cory, Esq., at Timothy S. Cory &
Associates, in Las Vegas, represents the Debtor.  In its amended
schedules, the Debtor disclosed $12,840,000 in assets and
$11,273,400 in liabilities.

                     About Vento Family Trust

Based in Henderson, Nevada, Vento Family Trust was formed in 1990
for the purpose of holding business related real estate assets of
Carmine and Ann Vento.  The Trust filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-33909) on Dec. 27, 2010.
Judge Mike K. Nakagawa presides over the case.  Jason C.
Farrington, Esq., and Timothy S. Cory, Esq., at Timothy S. Cory &
Associates, in Las Vegas, represents the Debtor.  In its amended
schedules, the Debtor disclosed $12,840,000 in assets and
$11,273,400 in liabilities.


VILLAGE AT PENN: Seeks to Employ McElroy Deutsch as Attorneys
-------------------------------------------------------------
The Village at Penn State Retirement Community seeks permission
from the U.S. Bankruptcy Court for the Middle District of
Pennsylvania to employ McElroy, Deutsch, Mulvaney & Carpenter,
LLP, as its attorneys.

Upon retention, McElroy Deutsch will:

   (a) provide the Debtor with legal services with respect to its
       powers and duties as debtor-in-possession;

   (b) prepare on behalf of the Debtor or assist the Debtor in
       preparing all necessary pleadings, motions, applications,
       complaints, answers, responses, orders, United States
       Trustee reports, and other legal papers;

   (c) represent the Debtor in any matter involving contests with
       secured or unsecured creditors, including the claims
       reconciliation process;

   (d) assist the Debtor in providing legal services required to
       prepare, negotiate and implement a sale of substantially
       all of the Debtor's assets; and

   (e) perform all other legal services for the Debtor which may
       be necessary, other than those requiring specialized
       expertise for which special counsel will be employed.

The principal professionals expected to represent the Debtor and
their current hourly rates are:

              Barry D. Kleban (Partner)        $485
              Gary D. Bressler (Partner)       $485
              David P. Primack (Of Counsel)    $385
              Aaron S. Applebaum (Associate)   $185
              Sandi Shidner (Paralegal)        $175

The Debtor agrees to reimburse McElroy Deutsch for its expenses
including, among other things, mail and express mail, document
processing, travel, photocopying and computerized legal research.

Prior to the Petition Date, McElroy Deutsch and certain of its
partners and associates have rendered legal services to the Debtor
in connection with various corporate, financial and other legal
matters.  On Nov. 17, 2011, McElroy Deutsch received $273,416 from
the Debtor.

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

The firm can be reached at:

                  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

                       About Village at Penn

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  The Village at Penn was organized in 1998
for the purpose of, inter alia, owning and operating a continuing
care retirement community originally located at 361 Presidents
Drive, State College, Pennsylvania 16803, and currently located at
260 Lion's Hill Road, State College Pennsylvania 16803.  The
Debtor is not affiliated with any religious or charitable
organization.

The Debtor filed for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case
No. 11-08005) on Nov. 30, 2011.  The Debtor estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.  Marianne Hogg signed the petition as executive
director.

The Debtor's need to seek protection under Chapter 11 of the
Bankruptcy Code resulted from, among other things, its inability
to make the required payments under the Loan Agreement with Blair
County Industrial Development Authority since October 2009.  While
J.P.. Morgan Trust, Company, as predecessor Indenture Trustee to
Wells Fargo Bank, National Association, issued a notice of default
to the Debtor on account of those failures, it has opted to work
with the Debtor in  furtherance of a mutually-agreeable solution
rather than pursue state court remedies.  This Chapter 11 case,
and the sale contemplated to occur in this case, is the direct
result of those efforts.

The Debtor is indebted under the bond documents in the aggregate
amount, as of Nov. 30, 2011, of $27,225,126 on account of certain
senior bonds that were issued in 2002.  In addition to the senior
bonds, the Debtor is also indebted on account of $7,386,250 in
subordinated bonds.


VILLAGE AT PENN: Seeks to Hire Latsha Davis as Healthcare Counsel
-----------------------------------------------------------------
The Village at Penn State Retirement Community asks the U.S.
Bankruptcy Court for the Middle District of Pennsylvania for
permission to employ Latsha Davis & McKenna, P.C., as its special
corporate labor and healthcare counsel to perform specific non-
bankruptcy legal services.

The Debtor seeks to employ Latsha Davis to provide:

   (a) general corporate legal advice and assistance to the
       Debtor and Debtor's bankruptcy counsel on corporate legal
       issues;

   (b) legal assistance with any agreements relating to an asset
       sale, affiliation or similar agreement proposed to be
       entered into during the chapter 11 bankruptcy case;

   (c) legal assistance related to labor and employment-law and
       health care issues;

   (d) legal assistance related to matters with the Pennsylvania
       Office of the Attorney General; and

   (e) representation of the Debtor in the Orphan's Court in
       connection with any proposed sale of all or substantially
       all of the Debtor's assets, as the Debtor is a nonprofit
       corporation organized under the laws of the Commonwealth of
       Pennsylvania.

The attorneys expected to represent the Debtor and their current
hourly rates are:

          (a) Kimber L. Latsha        $300
          (b) Glenn R. Davis          $270
          (c) David C. Marshall       $260
          (d) Peter R. Wilson         $250
          (e) Angela L. Thomas        $235
          (f) Lorie A. Taylor         $175
          (g) Erin L. Bosley          $150
          (h) Daniel R. Jameson       $150

Prior to the Petition Date, the Debtor paid Latsha Davis a
retainer of $30,000.

The Debtor agrees to reimburse the firm for its actual and
necessary expenses and other charges that the firm incurs.

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

                        About Village at Penn

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  The Village at Penn was organized in 1998
for the purpose of, inter alia, owning and operating a continuing
care retirement community originally located at 361 Presidents
Drive, State College, Pennsylvania 16803, and currently located at
260 Lion's Hill Road, State College Pennsylvania 16803.  The
Debtor is not affiliated with any religious or charitable
organization.

The Debtor filed for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case
No. 11-08005) on Nov. 30, 2011.  The Debtor estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.  Marianne Hogg signed the petition as executive
director.

The Debtor's need to seek protection under Chapter 11 of the
Bankruptcy Code resulted from, among other things, its inability
to make the required payments under the Loan Agreement with Blair
County Industrial Development Authority since October 2009.  While
J.P.. Morgan Trust, Company, as predecessor Indenture Trustee to
Wells Fargo Bank, National Association, issued a notice of default
to the Debtor on account of those failures, it has opted to work
with the Debtor in  furtherance of a mutually-agreeable solution
rather than pursue state court remedies.  This Chapter 11 case,
and the sale contemplated to occur in this case, is the direct
result of those efforts.

The Debtor is indebted under the bond documents in the aggregate
amount, as of Nov. 30, 2011, of $27,225,126 on account of certain
senior bonds that were issued in 2002.  In addition to the senior
bonds, the Debtor is also indebted on account of $7,386,250 in
subordinated bonds.


VILLAGE AT PENN: Seeks to Employ SF & Company as Accountants
------------------------------------------------------------
The Village at Penn State Retirement Community seeks permission
from the U.S. Bankruptcy Court for the Middle District of
Pennsylvania to employ SF & Company as its accountants.  The
Debtor seeks to employ SF & Company to:

   (a) prepare needed tax returns;

   (b) assist the Debtor and the Debtor's counsel in preparation
       of monthly operating reports;

   (c) assist the Debtor and the Debtor's counsel in preparation
       of schedules and statement of financial affairs;

   (d) prepare monthly financials in connection with any proposed
       sale of the Debtor; and

   (e) assist in any other matters that may be appropriate in the
       case, including, but not limited to, consultations
       concerning bookkeeping and tax issues.

The accountants expected to have principal responsibility in
handling representation of the Debtor and their current hourly
rates are:

       Heather M. Pleskonko, CPA (Manager)     $75 - $260
       Calvin J. Wagner, CPA (Shareholder)    $288 - $347
       James A. Smeltzer, CPA (Shareholder)   $288 - $347
       Arleen Steiner, CPA (Sr. Manager)      $224 - $283
       Brandon M. Zlupko, CPA (Shareholder)   $258 - $317
       Rose M. Fetters, CPA (Staff Acct.)     $102 - $161
       Joseph T. Kolarik, CPA (Tax Director)  $269 - $328

The Debtor will reimburse SF & Company for its expenses including,
among other things, document processing, photocopying, travel, and
non-ordinary overhead expenses.

In the 90-day period prior to the Petition Date, SF & Company
received from the Debtor $20,000 as retainer.

Heather M. Pleskonko, manager of SF & Company, assures the Court
that his firm does not hold or represent any interest adverse to
the Debtor or its estate.

                      About Village at Penn

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  The Village at Penn was organized in 1998
for the purpose of, inter alia, owning and operating a continuing
care retirement community originally located at 361 Presidents
Drive, State College, Pennsylvania 16803, and currently located at
260 Lion's Hill Road, State College Pennsylvania 16803.  The
Debtor is not affiliated with any religious or charitable
organization.

The Debtor filed for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case
No. 11-08005) on Nov. 30, 2011.  The Debtor estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.  Marianne Hogg signed the petition as executive
director.

The Debtor's need to seek protection under Chapter 11 of the
Bankruptcy Code resulted from, among other things, its inability
to make the required payments under the Loan Agreement with Blair
County Industrial Development Authority since October 2009.  While
J.P.. Morgan Trust, Company, as predecessor Indenture Trustee to
Wells Fargo Bank, National Association, issued a notice of default
to the Debtor on account of those failures, it has opted to work
with the Debtor in  furtherance of a mutually-agreeable solution
rather than pursue state court remedies.  This Chapter 11 case,
and the sale contemplated to occur in this case, is the direct
result of those efforts.

The Debtor is indebted under the bond documents in the aggregate
amount, as of Nov. 30, 2011, of $27,225,126 on account of certain
senior bonds that were issued in 2002.  In addition to the senior
bonds, the Debtor is also indebted on account of $7,386,250 in
subordinated bonds.


VILLAGE AT PENN: Opposes Patient Care Ombudsman Appointment
-----------------------------------------------------------
The Village at Penn State Retirement Community asks the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to enter
an order finding that the appointment of a patient-care ombudsman
is not necessary, or, in the alternative, directing appointment of
a State Long-Term Care Ombudsman.

Section 333(a)(1) of the Bankruptcy Code states "If the debtor in
a case under chapter 7, 9, or 11 is a health care business, the
court shall order, not later than 30 days after the commencement
of the case, the appointment of an ombudsman to monitor the
quality of patient care and to represent the interests of the
patients of the health care business unless the court finds that
the appointment of such ombudsman is not necessary for the
protection of patients under the specific facts of the case."

The Debtor asserts that the appointment of an Ombudsman, in
addition to being unnecessary to preserving the quality of patient
care, would be an added expense that could not easily be borne by
the estate.

However, the Debtor said it is prepared to accept the appointment
by the U.S. Trustee of a State Long-Term Care Ombudsman.  The
Debtor's position as to this alternative relief is based on the
likelihood that the state-appointed ombudsman will not likely seek
independent compensation from the Court or the Debtor's estate.

                       About Village at Penn

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  The Village at Penn was organized in 1998
for the purpose of, inter alia, owning and operating a continuing
care retirement community originally located at 361 Presidents
Drive, State College, Pennsylvania 16803, and currently located at
260 Lion's Hill Road, State College Pennsylvania 16803.  The
Debtor is not affiliated with any religious or charitable
organization.

The Debtor filed for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case
No. 11-08005) on Nov. 30, 2011.  The Debtor estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.  Marianne Hogg signed the petition as executive
director.

The Debtor's need to seek protection under Chapter 11 of the
Bankruptcy Code resulted from, among other things, its inability
to make the required payments under the Loan Agreement with Blair
County Industrial Development Authority since October 2009.  While
J.P.. Morgan Trust, Company, as predecessor Indenture Trustee to
Wells Fargo Bank, National Association, issued a notice of default
to the Debtor on account of those failures, it has opted to work
with the Debtor in  furtherance of a mutually-agreeable solution
rather than pursue state court remedies.  This Chapter 11 case,
and the sale contemplated to occur in this case, is the direct
result of those efforts.

The Debtor is indebted under the bond documents in the aggregate
amount, as of Nov. 30, 2011, of $27,225,126 on account of certain
senior bonds that were issued in 2002.  In addition to the senior
bonds, the Debtor is also indebted on account of $7,386,250 in
subordinated bonds.


VILLAGE AT PENN: Seeks to Tap Pepper Hamilton as Litig. Counsel
---------------------------------------------------------------
The Village at Penn State Retirement Community seeks permission
from the U.S. Bankruptcy Court for the Middle District of
Pennsylvania to employ Pepper Hamilton LLP as its special
construction litigation counsel.  Prior to the Petition Date,
Pepper Hamilton provided certain legal services to the Debtor.
These services consisted primarily of representing the Debtor in
construction litigation matters.

Upon approval of the Application, Pepper Hamilton will:

   (a) continue to  handle all matters related to the construction
       disputes; and

   (b) advise the Debtor and the Debtor's general bankruptcy
       counsel.

The attorneys of Pepper Hamilton expected to handle representation
of the Debtor and their current hourly rates are:

               Thomas B. Schmidt, III     $485
               Raymond DeLuca             $475
               Frederick Alcaro           $375

The Debtor agrees to reimburse Pepper Hamilton for its expenses
including, among other things, toll and telephone charges, special
or hand deliveries, document processing and travel.

Prior to the Petition Date, the Debtor paid Pepper Hamilton a
retainer of $16,000.

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

                       About Village at Penn

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  The Village at Penn was organized in 1998
for the purpose of, inter alia, owning and operating a continuing
care retirement community originally located at 361 Presidents
Drive, State College, Pennsylvania 16803, and currently located at
260 Lion's Hill Road, State College Pennsylvania 16803.  The
Debtor is not affiliated with any religious or charitable
organization.

The Debtor filed for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case
No. 11-08005) on Nov. 30, 2011.  The Debtor estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.  Marianne Hogg signed the petition as executive
director.

The Debtor's need to seek protection under Chapter 11 of the
Bankruptcy Code resulted from, among other things, its inability
to make the required payments under the Loan Agreement with Blair
County Industrial Development Authority since October 2009.  While
J.P.. Morgan Trust, Company, as predecessor Indenture Trustee to
Wells Fargo Bank, National Association, issued a notice of default
to the Debtor on account of those failures, it has opted to work
with the Debtor in  furtherance of a mutually-agreeable solution
rather than pursue state court remedies.  This Chapter 11 case,
and the sale contemplated to occur in this case, is the direct
result of those efforts.

The Debtor is indebted under the bond documents in the aggregate
amount, as of Nov. 30, 2011, of $27,225,126 on account of certain
senior bonds that were issued in 2002.  In addition to the senior
bonds, the Debtor is also indebted on account of $7,386,250 in
subordinated bonds.


VILLAGE AT PENN: Seeks to Employ RBC Capital as Broker
------------------------------------------------------
The Village at Penn State Retirement Community asks the U.S.
Bankruptcy Court for the Middle District of Pennsylvania for
permission to employ RBC Capital Markets as broker or advisor.
The Debtor seeks to retain RBC Capital as its broker because of
the RBC Capital's experience and knowledge in the field of
marketing and soliciting bids for the sales of businesses in a
variety of areas, including those focusing on Senior-Living and
especially continuing care retirement communities or "CCRC".

The Debtor is seeking to pursue a potential sale of its CCRC
facility located in State College, Pennsylvania, through a sale
process in connection the Chapter 11 case.

The Debtor seeks to retain RBC Capital to perform these services:

   (a) Assess the proposed Asset Sale and Affiliation/Debt
       Restructure strategies for the Debtor and its
       representatives;

   (b) Review and analyze the base Financials, Financial Model,
       Market Studies, Marketing Program and Residency Agreements.
       Provide high-level market analysis and assemble local MLS
       real estate data as needed;

   (c) Develop Materials and Summaries for the marketing of the
       Facility for the purpose of sale;

   (d) Advise of current conditions in the local and national
       relevant Continuing Care Retirement Community market, and
       other general information and economic data;

   (e) Interface with the Debtor's Management & Staff, Board
       Members, and the Indenture Trustee of the holders of the
       Bonds as required in addition to outside professionals and
       representatives of the Borrower and other Creditors.
       Facilitate dialogue and coordinate with Bondholders and
       Creditors as requested;

   (f) Attend meetings and conference calls amongst the Borrower,
       Designated professionals and Bondholders.  Also attend
       meetings for the Borrower, Creditors and Working Groups as
       needed.

The firm's hourly rates are:

                 Director/MD              $450
                 Vice President           $350
                 Associate                $250

The Marketing Process is capped at $50,000 for 2 months marketing
period.  RBC Capital would be due a Success Fee plus expenses at
closing.

The Debtor will reimburse RBC Capital for its expenses, including
among other things, document processing, photocopying, travel and
"working meals".

In the 90-day period before the Petition Date, RBC Capital
received $6,681 from the Debtor.

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

                       About Village at Penn

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  The Village at Penn was organized in 1998
for the purpose of, inter alia, owning and operating a continuing
care retirement community originally located at 361 Presidents
Drive, State College, Pennsylvania 16803, and currently located at
260 Lion's Hill Road, State College Pennsylvania 16803.  The
Debtor is not affiliated with any religious or charitable
organization.

The Debtor filed for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case
No. 11-08005) on Nov. 30, 2011.  The Debtor estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.  Marianne Hogg signed the petition as executive
director.

The Debtor's need to seek protection under Chapter 11 of the
Bankruptcy Code resulted from, among other things, its inability
to make the required payments under the Loan Agreement with Blair
County Industrial Development Authority since October 2009.  While
J.P.. Morgan Trust, Company, as predecessor Indenture Trustee to
Wells Fargo Bank, National Association, issued a notice of default
to the Debtor on account of those failures, it has opted to work
with the Debtor in  furtherance of a mutually-agreeable solution
rather than pursue state court remedies.  This Chapter 11 case,
and the sale contemplated to occur in this case, is the direct
result of those efforts.

The Debtor is indebted under the bond documents in the aggregate
amount, as of Nov. 30, 2011, of $27,225,126 on account of certain
senior bonds that were issued in 2002.  In addition to the senior
bonds, the Debtor is also indebted on account of $7,386,250 in
subordinated bonds.


WACHOVIA: NCUA Files Suit Over Securities Law Violations
--------------------------------------------------------
The National Credit Union Administration (NCUA) has filed suit in
Federal District Court in Kansas against Wachovia and its
subsidiaries.  The suit alleges violations of federal and state
securities laws and misrepresentations in the sale of securities
to now-failed U.S. Central Federal Credit Union (US Central) and
Western Corporate Federal Credit Union (WesCorp).

This lawsuit follows several similar legal proceedings previously
filed by NCUA against Morgan Securities, LLC, RBS Securities and
Goldman Sachs.

As liquidating agent for failed corporate credit unions US Central
and WesCorp, NCUA has a statutory duty to seek recoveries from
responsible parties in order to minimize the cost of any failure
to its insurance funds and the credit union industry.  NCUA
recently settled claims with Deutsche Bank Securities becoming the
first federal regulatory agency for depository institutions to
recover losses on behalf of failed financial institutions that
resulted from investments in these securities.

"NCUA continues to do everything within our authority to seek
maximum recoveries and ensure that those who caused the problems
in wholesale credit unions pay for the losses incurred by retail
credit unions," said NCUA Board Chairman Debbie Matz.  "By filing
these suits, we intend to hold responsible parties accountable for
their actions."

NCU's complaint alleges that there were numerous material
misrepresentations made by the sellers, issuers and underwriters
in the offering documents of securities sold to the failed
corporate credit unions.  These misrepresentations caused the
corporate credit unions that bought the securities to believe the
risk of loss associated with the investment was minimal, when in
fact the risk was substantial.

Any recoveries from these legal actions would reduce the total
losses resulting from the failure of the five corporate credit
unions.  Losses from those failures must be paid from the
Temporary Corporate Credit Union Stabilization Fund or the
National Credit Union Share Insurance Fund.  Expenditures from
these funds must be repaid through assessments against all
federally insured credit unions.  Thus, any recoveries would help
to reduce the amount of future assessments on credit unions.

Corporate credit unions are wholesale credit unions that provide
various services to retail credit unions, which in turn serve
consumers, or "natural persons."  Natural person credit unions
rely on corporate credit unions to provide them such services as
check clearing, electronic payments and investments.

This suit was filed in the Federal District Court for the District
of Kansas.  The complaint is posted to NCUA's Web site at the
following link:

http://www.ncua.gov/News/Press/NW20111128WachoviaComplaint.pdf

NCUA is the independent federal agency created by the U.S.
Congress to regulate, charter and supervise federal credit unions.
With the backing of the full faith and credit of the U.S.
Government, NCUA operates and manages the National Credit Union
Share Insurance Fund, insuring the deposits of more than 91
million account holders in all federal credit unions and the
overwhelming majority of state-chartered credit unions.


WEST END FINANCIAL: Sets Jan. 26 Plan Confirmation Hearing
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankrupt fund adviser West End Financial Advisors LLC
received approval from the bankruptcy judge for the disclosure
statement explaining the liquidating Chapter 11 plan.  The
confirmation hearing for approval of the plan is set for Jan. 26.

According to the report, the plan pays creditors in the order of
priority outlined in bankruptcy law.  There are three secured
creditors with claims aggregating about $13 million.  West End
believes the security interest for a $5 million claim is invalid,
according to the disclosure statement.  There are $6.6 million in
general unsecured creditor claims and $84.6 million in unsecured
investor claims. The investors' claims will be treated as claims
rather than equity, although they won't be paid until after non-
investor's claims.  The plan creates a trust to pursue lawsuits
and distribute proceeds to creditors.

Mr. Rochelle recounts that in July the bankruptcy judge ruled that
West End should be substantively consolidated with affiliates.
Consequently, unsecured creditors of all the companies
presumptively would receive the same percentage distribution.

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.

Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors.  Debt includes $5.5 million in secured
claims, according to the schedules.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).

West End Financial filed a plan of liquidation in bankruptcy court
in August.


WESTERN CORPORATE: Wachovia Forced Credit Unions Into Liquidation
-----------------------------------------------------------------
Courthouse News Service reports that the National Credit Union
Administration Board claimed in Federal Court that Wachovia
Capital Markets' disregard for industry underwriting guidelines
forced two of the nation's largest federal credit unions into
involuntary liquidation, after they lost $127 million in
residential mortgage-backed securities.

The U.S. Central Federal Credit Union and Western Corporate
Federal Credit Union were forced into liquidation in March 2009,
after the securities tanked, the report recalls.

Courthouse News discloses that the credit unions lost more than
$127 million in 12 months from the securities, all of which the
NCUAB claims were artificially inflated to have a "triple-A"
rating.

According to the report, the losses were 14 times more than
expected and the NCUAB claims this excessive rate shows that
Wachovia systematically disregarded underwriting standards.

"The total collapse in the credit ratings of the RMBS U.S. Central
and WesCorp purchased, typically from triple-A to non-investment
speculative grade, is evidence of the originators' systematic
disregard of underwriting guidelines, amplifying that these
securities were impaired from the outset," according to the
complaint obtained by Courthouse News Service.

The report relates that the NCUAB seeks damages for violations of
the Securities Act.

The complaint, as cited by the report, states that any recovery
made will reduce the total losses from U.S. Central.

Wachovia Capital, now known as Wells Fargo Securities, is the lone
defendant.

As reported in the Troubled Company Reporter on March 23, 2009,
the National Credit Union Administration Board placed U.S. Central
Federal Credit Union, based in Lenexa, Kansas, and Western
Corporate (WesCorp) Federal Credit Union, based in San Dimas,
California, into conservatorship on March 20, 2009, to stabilize
the corporate credit union system and resolve balance sheet
issues.  These actions are the latest NCUA efforts to assist
the corporate credit union network under the Corporate
Stabilization Plan.


WORLDWIDE ENERGY: Signs Forbearance Pact with Bank of the West
--------------------------------------------------------------
Worldwide Energy & Manufacturing USA, Inc., on Nov. 21, 2011,
entered into a Forbearance Agreement with Bank of the West
relating to that certain Business Loan Agreement dated as of
May 20, 2008, as amended.  Pursuant to the terms of the Loan
Agreement, the Company issued to Bank a promissory note in the
original principal amount of $2,000,000 on May 20, 2008, with an
amended maturity date of Nov. 30, 2011, and a promissory note in
the original principal amount of $500,000 on May 20, 2008, having
a maturity date of June 1, 2012, issued to Bank by the Company
pursuant to the Loan Agreement.  As of Oct. 1, 2011, Note No. 1
had an unpaid principal balance of $1,250,000 plus accrued and
unpaid interest owing of $4,687.  As of Oct. 1, 2011, Note No. 2
had an unpaid principal balance of $111,111 and accrued but unpaid
interest owing of $338.

The Bank notified the Company that all obligations under the Loan
Documents, were accelerated as a result of the occurrence of an
event of default due to:

    (i) the Company's failure to furnish Bank with its annual
        financial statements for the fiscal year ended Dec. 31,
        2010, by April 30, 2011;

   (ii) the Company's failure to furnish Bank with its quarterly
        financial statements for its fiscal quarter ended
        March 31, 2011;

  (iii) the change in the Company's management, as previously
        disclosed in the Company's Current Report on Form 8-K,
        filed with the Securities and Exchange Commission on
        April 27, 2011, constitutes an "Adverse Change" under the
        Loan Documents; and

   (iv) the aforementioned change in management, the Bank
        believes itself insecure under the Loan Agreement.

Pursuant to the terms of the Agreement, Bank has agreed to forbear
from proceeding to exercise any and all of its rights and remedies
in law or equity under the Loan Documents, from July 14, 2011,
through and including May 1, 2012, in consideration for certain
covenants and agreements of the Company.

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

                       About Worldwide Energy

Worldwide Energy & Manufacturing USA, Inc., headquartered in South
San Francisco, California with manufacturing facilities in China,
is a manufacturer of photovoltaic (PV) solar modules under the
'Amerisolar' brand.  Founded in 1993, the Company sells its
products primarily to clients in Europe, North America and Asia.
The Company also operates several subsidiaries in the People's
Republic of China (PRC) that provide mechanical, electronic and
fiber optic products manufacturing.  For more information about
Worldwide Energy & Manufacturing USA, please visit its Web site at
http://www.wwmusa.com.


W.R. GRACE: Wants PwC Waived From 6 Minute Increments in Billing
----------------------------------------------------------------
W.R. Grace & Co. and its affiliates ask the bankruptcy court for
an order amending its previous order authorizing the employment
and retention of PricewaterhouseCoopers LLP as independent
accountants and auditors to the Debtors by waiving the requirement
that PwC bill activities in tenth of an hour units and authorizing
PwC to record and submit a summary time report kept in one hour
increments in its fee applications.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that since the Petition Date and
following the entry of the original retention order, PwC has
performed services that are all non-restructuring in nature and
unrelated to the administration of the Debtors' Chapter 11 cases.

PwC's continued compliance with the Six Minute Increments
Requirement is an additional expense for the Debtors, Ms. Jones
contends.  She asserts that it is not the general practice of PwC
to keep detailed time records similar to those customarily kept by
restructuring attorneys so as to comply with the Six Minute
Increments Requirement.  She says that to comply with the Six
Minute Increments Requirement, PwC has had to institute a special
timekeeping record system for all professionals and
paraprofessionals recording time concerning the Chapter 11 Cases.

The Office of the United States Trustee for the District of
Delaware has no objection to the waiver of PwC's compliance with
the Six Minute Increments Requirement.

The Debtors submit that the relief requested is in the best
interests of their estates, their creditors and stakeholders,
because allowing PwC to streamline its time entry requirements
will reduce costs incurred by the Debtors and, thus, their
estates, and allow PwC to focus its resources on its professional
activities.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Zonolite-Related Class Action Lawsuits Remain Stayed
----------------------------------------------------------------
Class action lawsuits commenced against W. R. Grace & Co. remain
stayed due to its bankruptcy filing, according to the Company's
November 4, 2011, Form 10-Q filing with the U.S. Securities and
Exchange Commission for the quarter ended September 30, 2011.

In April 2, 2001, W. R. Grace & Co. and 61 of its United States
subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware.

Grace is a defendant in property damage and personal injury
lawsuits relating to previously sold asbestos-containing products,
including Zonolite(R) Attic Insulation, a former Grace attic
insulation product.

Eight of the ZAI cases were filed as purported class action
lawsuits in 2000 and 2001.  In addition, 10 lawsuits were filed as
purported class actions in 2004 and 2005 with respect to persons
and homes in Canada.  These cases seek damages and equitable
relief, including the removal, replacement and disposal of all the
insulation.  The plaintiffs assert that this product is in
millions of homes and that the cost of removal could be several
thousand dollars per home.  As a result of the Filing, the eight
U.S. cases have been stayed.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: To Improve Albany, Oregon Manufacturing Facility
------------------------------------------------------------
W. R. Grace & Co. is planning to improve its current facility, in
Albany, Oregon, by adding equipment and building modifications for
$14.7 million and at least seven new jobs, the democratherald.com
reports.

As previously reported, Grace said in a statement that in 2011, it
continued expanding its polypropylene catalyst manufacturing
capacity through an investment in its Albany facility.

According to the democratherald.com report, the project would
include $700,000 for facility improvements and $14 million for
machinery and equipment at the plant.  The report added that the
Company is planning to increase its manufacturing capacity for an
existing product line and the addition of a new line.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


Z TRIM HOLDINGS: Five Directors Elected at Annual Meeting
---------------------------------------------------------
At the Annual Meeting held on Dec. 1, 2011, the total number of
shares represented in person or by proxy was 9,022,378 of the
13,453,407 shares of Common Stock outstanding and entitled to vote
at the Annual Meeting.

Five persons were elected as Directors of Z Trim Holdings, Inc.,
to serve until the next Annual Meeting of Shareholders in 2012 or
until their successors are elected and qualified.  They are:

   (1) Steven J. Cohen;
   (2) Morris Garfinkle;
   (3) Brian S. Israel;
   (4) Mark Hershhorn; and
   (5) Edward Smith III.

The shareholders voted to ratify the appointment of M&K CPAs, LLC,
as the Company's independent registered accounting firm for the
fiscal year 2011.

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company reported a net loss of $10.91 million on $903,780 in
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $12.21 million on $559,910 of revenue during the prior
year.

The Company's balance sheet at June 30, 2011, showed $6.50 million
in total assets, $16.09 million in total liabilities, $1.52
million in total commitment and contingencies, and a $11.11
million total stockholders' deficit.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company said that for the year ended Dec. 31, 2009, it did not
have enough cash on hand to meet its current liabilities or to
fund on-going operations beyond one year.  As a result, the report
of independent registered public accounting firm included an
explanatory paragraph in respect to the substantial doubt of the
Company's ability to continue as a going concern.

The Company's cash on hand as of Dec. 31, 2010 is $2,327,013.
Since June 2010, the Company brought in $8,170,988 in funds
through the sale of Preferred Stock, and our investors converted
approximately $8,100,000 of convertible debt into common stock.
In addition to the fundraising efforts, the Company intends to
make capital expenditures necessary to increase its capacity and
to reduce its cost per pound.  Due to the expected increase in
production capacity, the Company anticipates its sales for fiscal
year ended Dec. 31, 2011 will approximately double those of fiscal
year ended Dec. 31, 2010.

Although the Company has recurring operating losses and negative
cash flows from operating activities, the Company has positive
working capital and believe it has enough cash on hand to satisfy
current obligations.  If the Company is unsuccessful in its plans
to increase revenue and capacity, the impact may have a material
impairment on its ability to continue as a going concern.


* Interest Drops Below Contract Rate After Confirmation
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an over-secured creditor is only entitled to interest
at the higher contract rate until a Chapter 13 plan is confirmed.
After confirmation, the interest rate drops to the level
consistent with the Supreme Court's Till v. SCS Credit Corp.
decision, the U.S. Court of Appeals in Atlanta ruled on Nov. 30.

The report relates that the creditor's $26,000 claim was fully
secured by automobiles concededly worth $33,000. The contract
interest rate was 10.25 percent.  The bankruptcy court and the
district court ruled that the creditor was entitled to the
contract until confirmation of the Chapter 13 plan.  At that time,
the interest rate dropped to 4.25 percent using the Till formula.

According to Mr. Rochelle, the 11th Circuit in Atlanta, in an
opinion by Chief Circuit Judge Joel F. Dubina, held that imposing
the lower interest rate after confirmation is the proper
interpretation of Section 506(b) of the Bankruptcy Code.  The
Atlanta court said its ruling is consistent with opinions from the
courts of appeal in New York and San Francisco.  The case is First
United Security Bank v. Garner (In re Garner), 11-10465, U.S. 11th
Circuit Court of Appeals (Atlanta).


* Denial of Dismissal for Abuse is Appealable Order
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an order denying a motion to dismiss a Chapter 7 case
for abuse is appealable, the U.S. Court of Appeals in Richmond
ruled on Nov. 30.

According to the report, the 12-page opinion written by Circuit
Judge Paul V. Niemeyer joined with five other circuits reaching
the same conclusion, although three were under an earlier version
of Section 707 of the Bankruptcy Code.

The report relates that the Court of Appeals for the 11th Circuit
in Atlanta holds to the contrary and adheres to a view that
refusal to dismiss for abuse is an interlocutory order than can't
be appealed.  The 4th Circuit in Richmond based its ruling on the
concept that decisions on finality should be made more
pragmatically in bankruptcy. Orders can be considered final and
appealable if they "finally dispose of discrete disputes."

Mr. Rochelle notes that the circuit court's result was influenced
by amendments to Section 707 which reflect a congressional policy,
the court said, that dismissal for abuse is a subject to be
examined early in every individual's bankruptcy.  The 4th Circuit
reversed the district court which had dismissed the appeal as
interlocutory.

The case is McDow v. Dudley, 10-1732, U.S. 4th Circuit Court of
Appeals (Richmond).


* South-Central Texas Bankruptcy Filings Hit Lowest Level in Nov.
-----------------------------------------------------------------
MySA reports that bankruptcy filings in November in South-Central
Texas hit their lowest level in nearly four years.

According to MySA, the U.S. Bankruptcy Court for the Western
District of Texas in San Antonio tallied 260 new bankruptcy cases
last month, a nearly 41% drop from the 439 filings in October.
Filings fell by a third from November 2010, when 389 cases were
filed, the report discloses.

Last month's filings were the fewest recorded since January 2008
when 216 cases were filed, according to MySA.

There was also a steep decline in both Chapter 13 and Chapter 7
cases last month, the report adds.


* S&P's Global Corporate Default Tally Rises to 43 Issuers
----------------------------------------------------------
Two U.S.-based issuers defaulted last week, raising the tally of
global corporate default in 2011 to 43, said an article published
Dec. 1 by Standard & Poor's Global Fixed Income Research, titled
"Global Corporate Default Update (Nov. 23 - 30, 2011)."

The first default, The PMI Group Inc., filed for Chapter 11 on
Nov. 28, three months after the Arizona Department of Insurance
placed the company's subsidiary, PMI Mortgage Insurance Co., under
supervision.  As a result, Standard & Poor's Rating Services
lowered the rating on the company to 'R' -- a rating tantamount to
default under Standard & Poor's criteria.  Standard & Poor's
lowered its rating on the second issuer, AMR Corp., to 'D' after
the company and its subsidiary, American Airlines Inc., filed for
Chapter 11 bankruptcy on Nov. 29.

Of the total defaulters this year, 32 are based in the U.S., three
are based in New Zealand, two are in Canada, and one each is in
the Czech Republic, Greece, France, Israel, Italy, and Russia. Of
the defaulters by this time in 2010, 56 were U.S.-based issuers,
10 were from the other developed region (Australia, Canada, Japan,
and New Zealand), eight were from the emerging markets, and two
were European issuers.

Seventeen of this year's defaults were due to missed interest or
principal payments and eight were due to distressed exchanges --
both of which were among the top reasons for defaults in 2010.
Bankruptcy filings followed with nine defaults, and regulatory
actions accounted for three. Of the remaining defaults, one issuer
failed to finalize refinancing on its bank loan, one had its
banking license revoked by its country's central bank, another was
appointed a receiver, and three were confidential.  By comparison,
in 2010, 28 defaults resulted from missed interest or principal
payments, 25 from Chapter 11 and foreign bankruptcy filings, 23
from distressed exchanges, three from receiverships, one from a
regulatory directive, and one from administration.

Following a year of record-setting highs in terms of global
corporate default statistics, 2010 provided the markets with a
noticeable reversal.  In 2010, 81 global corporate issuers
defaulted, down from the record high of 265 in 2009.

None of the 81 defaulters began the year rated investment grade.
The debt amount affected by these defaults fell to $95.7 billion,
which was also considerably lower than in 2009.


* S&P: Global Default Rate Increases After 5 Mos. of Declines
-------------------------------------------------------------
The number of global weakest links increased marginally to 128 on
Nov. 15 from 124 on Oct. 21, and they have total rated debt of
$193.1 billion, said an article published Dec. 2 by Standard &
Poor's Global Fixed Income Research, titled "Global Weakest Links
And Default Rates: The Global Default Rate Increased Slightly In
October."

Weakest links are issuers rated 'B-' and lower with either
negative outlooks or ratings on CreditWatch with negative
implications.

"So far, 41 issuers have defaulted globally in 2011 through Nov.
15, six of which have defaulted since October," said Diane Vazza,
head of Standard & Poor's Global Fixed Income Research.  "These
defaulted issuers have combined outstanding debt worth
$69.9 billion."  By comparison, 82 issuers defaulted on debt worth
$97.5 billion in 2010, and 264 issuers defaulted on debt worth
$627.7 billion in 2009.

"The 12-month-trailing global corporate speculative-grade default
rate slightly increased to 1.68% in October from 1.65% in
September," said Ms. Vazza.  Regionally, the U.S. corporate
speculative-grade corporate default rate increased to 2.06% from
1.94%, and the European default rate rose sharply to 1.23% from
0.86%. The default rate in the emerging markets also increased, to
0.58% from 0.52%.

The U.S. has the weakest links, with 83, or 64.8% of the global
total.  By sector, media and entertainment, banks, and forest
products and building materials have the greatest concentrations
of weakest links.


* Massachusetts Sues Five Banks over Foreclosures
-------------------------------------------------
American Bankruptcy Institute reports that JPMorgan Chase & Co.,
Bank of America Corp. and Citigroup Inc. were among five banks
sued by Massachusetts for allegedly conducting unlawful
foreclosures and deceiving homeowners.


* Oaktree Capital Wraps Up Latest European Distressed Fund
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Oaktree Capital
Management has wrapped up its latest European distressed vehicle
at the fund's EUR3 billion ($4.04 billion) hard cap, and has
started putting the money to work, said a person familiar with the
matter.


* Judit Fabian Joins Cassel Salpeter as Venture Capital Director
----------------------------------------------------------------
Cassel Salpeter & Co recently hired Judit Fabian to its
professional staff.  Ms. Fabian will serve as the Director of
Venture Capital Services and focus on financial advisory services
and capital sourcing for emerging, high growth companies primarily
in technology, mobile applications, biotechnology, and healthcare
industries.

In this new role, Ms. Fabian will assist companies with raising
early stage and venture capital.  "Judit is experienced with
industries and companies of interest to venture capitalists," said
James Cassel, the company's chairman and co-founder.  "She brings
a wealth of knowledge and contacts to Cassel Salpeter and will
help expand our capabilities."

Ms. Fabian's past experience demonstrates her interest in business
development and fundraising at all levels;  previously, she was
Interim Chief Financial Officer for Incubated Companies at Nextera
Enterprises; she also worked with Early Stage IT & Internet
Companies as a financial advisor through a Baltimore based
incubator, and provided market expansion services to U.S.
technology companies doing business in Europe; Ms. Fabian was also
an  Underwriting Analyst, GMAC Commercial Mortgage Corporation.
Additionally, Ms. Fabian serves on the Board of Trustees for the
Miami Science Museum.

                 About Cassel Salpeter & Co., LLC

Cassel Salpeter & Co., LLC  -- http://www.casselsalpeter.com/--is
a middle market investment bank focused on providing independent
and objective advice to middle market and emerging growth
companies.  Its investment banking and advisory services include
broad capabilities for both private and public companies: Mergers
and Acquisitions; Restructurings, including 363 Sales and Plans of
Reorganization; Equity and Debt Capital Raises; Fairness and
Solvency Opinions; Valuations; and Financial and Strategic
Advisory.

Headquartered in Miami, Florida, Cassel Salpeter is led by James
Cassel and Scott Salpeter.


* Michael Cho Joins Allegiance Capital's Dallas Office
------------------------------------------------------
Allegiance Capital Corporation on Nov. 28 disclosed that
Michael Cho has joined its Dallas office as a Vice President.
Mr. Cho has more than 13 years of experience as corporate legal
counsel in successfully managing mergers, acquisitions, and cross-
border business transactions

"Michael's considerable legal experience as a former attorney,
along with his deal making experience both in real estate and
cross-border transactions, has been of particular value to the
firm,"  says David Mahmood, Chairman of Allegiance Capital
Corporation.  "His skills in the Korean language have helped
Allegiance Capital work with significant companies in South Korea,
as well as American Marianas which Allegiance Capital Corporation
is joint venturing.  His deal making experience and cultural
knowledge have been invaluable in helping Allegiance Capital grow
its business."

Before joining Allegiance Capital Mr. Cho was associated with Akin
Gump Strauss Hauer & Feld LLP as its corporate attorney, Mr. Cho
represented various growth companies in their mergers and
acquisitions, leveraged buy-outs, roll-up transactions and initial
public offerings with the transactions ranging up to $200 million.
During his career at Akin Gump, Mr. Cho was one of the key outside
counsels for Packaged Ice, Inc. in their growth strategy of
acquiring more than 30 companies, culminating in their public
offering of $250 million.

Most notably while associated with the capital market group of
Jones Day LLP as a corporate attorney, Mr. Cho participated in
various transactions involving securitization of non-performing
loans, private placement of senior and mezzanine notes and related
sale of real estate portfolios.  Mr. Cho also participated in
transactions representing the Morgan Stanley Real Estate Funds in
their joint venture with Korean Asset Management Corporation for
the purchase and securitization of real estate secured loans
ranging up to $350 million.

"I have known David Mahmood for over eight years, a few of which I
have spent representing him and Allegiance Capital Corporation,
supporting several successful deals.  I always admired the
professionalism, persistence and the incredible focus that David
Mahmood and Allegiance Capital Corporation has shown their
clients.  I sincerely appreciate the opportunity to work with him
as a deal-maker and will enjoy the collective "ride" along the
way."

               About Allegiance Capital Corporation

Allegiance Capital Corporation -- http://www.allcapcorp.com-- is
an investment bank specializing in financing and selling
businesses in the middle market.  Allegiance Capital has won
multiple awards recognizing the value it delivers to clients.
Examples include: 2009 Dealmaker of the Year (Dallas Business
Journal), 2008 Boutique Investment Bank of the Year (M&A Advisor),
2006 Investment Bank of the Year (Dallas Business Journal).


* Joseph Smith Joins Cassel Salpeter & Co. as Director
------------------------------------------------------
Cassel Salpeter & Co. recently hired Joseph "Joey" Smith to its
professional staff in the role of Director.  He brings more than
20 years of middle-market investment banking experience to the
firm.

"Mr. Smith's career spans over two decades and has given him
hands-on experience working in the capital markets and the
securities industry on an international scale," said James Cassel,
the company's chairman and co-founder.  "We're looking forward to
Joey fostering new client relationships, integrating our advisory
services into existing relationships, and continuing to work with
institutional quality, lower middle-market private and public
companies on capital raising and sell-side engagements."

Mr. Smith most recently held the position of senior vice president
at Catalyst Financial and was previously a principal and head of
investment banking for Capital City Partners and a principal and
managing director for First Equity Corporation of Florida.  Over
the course of his investment banking career, he has worked with
middle-market and small cap companies along with institutional
investors, family offices, advisors, intermediaries, and high net
worth investors.

                 About Cassel Salpeter & Co., LLC

Cassel Salpeter & Co., LLC -- http://www.casselsalpeter.com/--is
a middle market investment bank focused on providing independent
and objective advice to middle market and emerging growth
companies.  Its investment banking and advisory services include
broad capabilities for both private and public companies: Mergers
and Acquisitions; Restructurings, including 363 Sales and Plans of
Reorganization; Equity and Debt Capital Raises; Fairness and
Solvency Opinions; Valuations; and Financial and Strategic
Advisory.

Headquartered in Miami, Florida, Cassel Salpeter is led by James
Cassel and Scott Salpeter.


* Skadden's Jay Goffman Earns Spot in Law360's Bankruptcy MVP
-------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that despite being
the creator of the now-frequent prepackaged bankruptcy in the
early 1990s, Skadden Arps Slate Meagher & Flom LLP's Jay M.
Goffman has not slowed down his practice.  And the past year was a
bumper crop that saw the prepack make its way to Australia and Mr.
Goffman stare down Carl Icahn, landing him a spot on Law360's list
of Bankruptcy MVPs.


* Kirkland & Ellis' Sathy Named as One of Law360's Bankruptcy MVP
-----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Kirkland & Ellis
LLP's Anup Sathy was one of the lead attorneys representing nearly
400 General Growth Properties Inc. affiliates in their monumental
and novel restructuring, laying the groundwork for similar special
purpose entities and landing him a spot on Law360's list of
Bankruptcy MVPs.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***