TCR_Public/121203.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 3, 2012, Vol. 16, No. 336

                            Headlines

A123 SYSTEMS: U.S. Seeks to Protect Rights in Battery Plant
ADELPHIA COMMS: Pauley Indemnity Dispute Remanded to State Court
AIR CANADA: S&P Affirms 'B-/B-' Issuer Credit Ratings; Outlook Neg
AIRPORT OFFICE: Court Overrules Objection to Luzerne Tax Claim
ALAN MURRAY: Court Rejects Tenants' Plan Objections

ALLIED IRISH: Boasts of Substantial Progress in Restructuring
ALLIED IRISH: Mortgage Bank Raises EUR500MM from Bond Issue
ALLY FINANCIAL: To Sell Europe & Latin America Operations to GM
ALLY FINANCIAL: To Offer $500 Million Senior Guaranteed Notes
ALLY FINANCIAL: Has $500MM Underwriting Pact with Barclays, et al.

AMERICAN AIRLINES: IRS Rule Change Will Resonate Beyond AMR Case
AMERICAN AIRLINES: Amends Consulting Agreement With ICF
AMERICAN AIRLINES: McKinsey to Provide Consulting Services
AMERICAN AIRLINES: Committee Can Hire Collateral Verifications
AMERICAN AIRLINES: Fees Top $200 Million in Less Than 1 Year

AMERICAN AIRLINES: Fails to Halt PSAs Union Election
AMERICAN APPAREL: Store Sales Increased 12% Through Nov. 26
AMF BOWLING: Pachulski and Christian & Barton Represent Committee
AMF BOWLING: Can Walk Away From 11 Bowling Facility Leases
AMF BOWLING: Wins Jan. 10 Extension of Schedules Filing Deadline

AMF BOWLING: Can Hire Kurtzman Carson as Claims & Noticing Agent
ANCHOR BANCORP: Extends Maturity of 2008 Credit Pact to June 2013
APPLIED DNA: Enters Into $2MM Securities Purchase Pact with Crede
APPLIED MINERALS: Has LOI with HCT to Form Cosmetic Joint Venture
ARMSTRONG ENERGY: S&P Assigns 'B-' Corporate Credit Rating

ARVCO CAPITAL: SEC Lawsuit Stays in Nevada District Court
ASARCO LLC: Callahan Fails to Dismiss Contribution Suit
ASHLAND UNIVERSITY: Moody's Cuts Rating on 2010 Bonds to 'B3'
ATP OIL & GAS: In Talks to Amend DIP Agreement with Credit Suisse
ATP OIL & GAS: Equity Professionals May End Up Working for Free

BERMO ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
BERNARD L. MADOFF: Trustee Seeks $61.7-Mil. for 5 Months' Work
BERRY PLASTICS: Swings to $23-Mil. Net Income in Sept. 29 Qtr.
BILLMYPARENTS INC: Has Endorsement Agreement with Justin Bieber
BIOLIFE SOLUTIONS: Inks 4th Amendment to Lease with Monte Villa

BIOPACK ENVIRONMENTAL: Files Last Year's Form 10-Qs
BIOZONE PHARMACEUTICALS: Amends 8.3MM Common Shares Prospectus
BLAST ENERGY: Inks Fourth Amendment to Centurion Promissory Notes
BUENA YUMA: Files for Chapter 11 in Phoenix
BUENA YUMA: Case Summary & 3 Unsecured Creditors

BUILDERS FIRSTSOURCE: S&P Revises Outlook on 'CCC' CCR to Negative
CANAL CAPITAL: $620,000 Profit for 9 Months Ended July 31, 2012
CASCADES INC: S&P Revises Outlook on 'BB-' CCR on Weak Performance
CATALYST PAPER: Picks MLR as Stalking Horse for Snowflake Assets
CENTER OF HOPE: Nevada Court Expunges Lis Pendens

CENTRAL EUROPEAN: Asks Russian Standard to Make a Purchase Offer
CEREPLAST INC: Hans Black Discloses 7% Equity Stake
CIRCLE STAR: Receives Funding for Drilling Operations in Kansas
CITIZENS SECURITY: A.M. Best Hikes Finc'l Strength Rating to 'B'
CLEVELAND CORPORATE: Case Summary & 20 Largest Unsecured Creditors

CONTOUR PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
CULPEPER BUSINESS: Voluntary Chapter 11 Case Summary
DC DEVELOPMENT: Dec. 4 Hearing on Sale of Wisp Ski Resort
DEWEY & LEBOEUF: Judge Might Cut Partners Committee's Fees
DEWEY & LEBOEUF: Creditors Panel Has Standing to Sue Ex-Management

DEWEY & LEBOEUF: Former Partners Committee Defeats Disbandment Bid
DRINK INC: Case Summary & Largest Unsecured Creditor
DYNEGY INC: District Court to Hear Peabody Contract Dispute
E-DEBIT GLOBAL: Initiates Search for New CDO and COO
EASTMAN KODAK: Competing Lenders Improve Terms of New Loan

EMPIRE RESORTS: Joseph D'Amato Keeps CEO Position Until 2015
ESQUIRE GROUP: Case Summary & 12 Largest Unsecured Creditors
FIRST PLACE: Bank Auction Scheduled for Dec. 13
FLORIDA GAMING: To Sell Centers to Silvermark for $115 Million
FTLL ROBOVAULT: Lender Wants Trustee Named or Case Converted

GLC LTD: Right to Jury Trial Doesn't Necessitate Suit Dismissal
GOLDEN GAMING: Moody's Assigns 'Caa1' CFR/PDR; Outlook Stable
GMX RESOURCES: Shareholders OK Reverse Stock Split Proposal
GREEKTOWN SUPERHOLDINGS: S&P Assigns 'B' Corporate Credit Rating
GREGORY G. MONARDO: Court Won't Approve Accord With Family Trust

HAMPTON ROADS: Taps James Johnson as Bank Senior Credit Officer
HCSB FINANCIAL: Incurs $3.6 Million Net Loss in Third Quarter
HERCULES OFFSHORE: Collects $10 Million from Angola Drilling
HG MARKETING: Voluntary Chapter 11 Case Summary
HOMER CITY: Combined Plan Hearing on Thursday

HOMER CITY: Has Green Light to Tap Epiq as Noticing Agent
HORNE INTERNATIONAL: Evan Auld-Susott Resigns as CEO
HOSTESS BRANDS: Receives Final Approval to Wind Down Business
HUDSON PRODUCTS: S&P Affirms 'B-' Corporate Credit Rating
HUNTER FAN: Moody's Rates $142MM First Lien Credit Facility 'B1'

HUNTER FAN: S&P Affirms 'B-' Corp. Credit Rating; Outlook Positive
IAP WORLDWIDE: S&P Lowers CCR to 'SD' on Debt Restructuring
INOVA TECHNOLOGY: Another Amendment to 375MM Shares Prospectus
JAMES EATON: Dist. Court Affirms Ch. 7 Trustee's Accord With Bank
KAK LLC: Voluntary Chapter 11 Case Summary

KNIGHT CAPITAL: GETCO Offers to Buy Knight at $3.50 Per Share
LAURA DAWN: Voluntary Chapter 11 Case Summary
LEHMAN BROTHERS: Bingham McCutchen Reduces Fees to $22.6-Mil.
LEHMAN BROTHERS: Broker Settles Claim With German Liquidator
LIFE TABERNACLE-CULLEN: Voluntary Chapter 11 Case Summary

LINN ENERGY: S&P Affirms 'B' Rating on Unsecured Debt; Off Watch
LOCATION BASED TECH: Incurs $8.7 Million Net Loss in Fiscal 2012
LOCATION BASED TECH: Taps Omni View to Raise $11-Mil. Financing
LODGENET INTERACTIVE: OKs $2-Mil. Key Employee Incentive Plan
LODGENET INTERACTIVE: In Active Talks for Bankruptcy

LODGENET INTERACTIVE: S&P Cuts CCR to 'CC' on Restructuring
LLOYD E. MITCHELL: Has Approval to Implement Accord With Insurers
M/I HOMES: S&P Affirms 'B-' Corp. Credit Rating; Outlook Positive
MCCLATCHY COMPANY: Moody's Affirms 'Caa1' CFR; Outlook Stable
MCCLATCHY COMPANY: S&P Rates Proposed $750-Mil. Secured Notes 'B'

MIRACLE TEMPLE: Case Summary & 3 Largest Unsecured Creditors
MJM STONE: Voluntary Chapter 11 Case Summary
MHEALTH INSURANCE: A.M. Best Assigns 'B' Finc'l Strength Rating
MOHEGAN TRIBAL: Reports $13.9 Million Net Income in Sept. 30 Qtr.
MOMENTIVE PERFORMANCE: Has Exchange Offer for $1.1-Bil. Sr. Notes

MPG OFFICE: Two Executives to Serve as "At-Will" Employees
MUNICIPAL MORTGAGE: Expects Units to Buy $22.8 Million Debt
NATIONS INSURANCE: A.M. Best Affirms 'B' Finc'l Strength Rating
NACHSHON DRAIMAN: Suit Against Shabat Survives Dismissal Bid
NCR CORPORATION: Moody's Reviews 'Ba1' CFR for Downgrade

NISKA GAS: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
OAK TREE: Voluntary Chapter 11 Case Summary
OCTAVIAR ADMINISTRATION: Drawbridge Okayed for Direct Appeal
PACIFIC GOLD: Judge Denies Black Diamond's Motion for Injunction
PACIFIC GOLD: DTC Lifts "Deposit Chill" on Common Stock

PARKWAY INVESTMENT: Case Summary & 12 Unsecured Creditors
PAYMENT DATA: FiCentive Settles Litigation with SmartCard
PENNFIELD CORP: Carlisle Authorized to Buy Feed Producer
PENTON BUSINESS: S&P Affirms 'B-' CCR on Farm Progress Acquisition
PINNACLE AIRLINES: To Work Out Concessions With Pilots

PINNACLE AIRLINES: Expects to Reduce CRJ-200 Fleet Next year
PIPELINE DATA: Lenders May Credit Bid in Sale
PIPELINE DATA: Sec. 341 Creditors' Meeting Set for Dec. 17
PIPELINE DATA: Won't Have Official Unsecured Creditors Committee
PISHIT PATEL: Court Won't Appoint Receiver for Shepard Stake

POSITIVEID CORP: Scott Silverman Discloses 6.7% Equity Stake
POWERMATE HOLDING: Court Rejects Contractor's Bonus Claim
POWERS LAKE: Clawback Suit Against Little Limestone Goes to Trial
POWERWAVE TECHNOLOGIES: Fails to Comply with Market Value Rule
R & R SULEIMAN: Voluntary Chapter 11 Case Summary

RACING SERVICES: 8th Cir. Keeps Ruling on Insurance Policy
REPRISE THEATRE: Names Stephen Eich as Reorganization Consultant
RESIDENTIAL CAPITAL: Homeowners Sue for Bogus Practices
RESIDENTIAL CAPITAL: Wagner Sues RFC to Enjoin Foreclosure
RIVERBED TECHNOLOGY: Moody's Assigns 'Ba2' CFR; Outlook Stable

SAGE PRODUCTS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
SAN BERNARDINO: Calpers Contends Pensions Can't Be Touched
SAND TECHNOLOGY: Reports C$2.8 Million Net Income in Fiscal 2012
SATCON TECHNOLOGY: Creditors Claim to Find Defects in Liens
SB PARTNERS: SRE Clearing Owns 37% of Units Outstanding

SEARS HOLDINGS: Board OKs $1 Million Cash Awards to Executives
SEARS HOLDINGS: Edward Lampert Discloses 56.2% Equity Stake
SECUREALERT INC: Appoints Guy Dubois as Director
SOUTH FRANKLIN CIRCLE: Employs Vorys as Tax Compliance Counsel
SOUTH FRANKLIN CIRCLE: Hiring North Shores as Bond Consultant

STAMP FARMS: Files for Chapter 11 in Michigan
STUMBERG LANE: Case Summary & 4 Largest Unsecured Creditors
SUNDALE LTD: Loses 11th Cir. Appeal on FACE Dispute
SUNDALE LTD: Mortgage Holder Awarded $3.2-Mil. in Fees
SUNDALE LTD: Final Orders Permissible on Recoupment Claims

SUNRISE REAL ESTATE: Incurs $1.4 Million Net Loss in 3rd Quarter
SUPERIOR AIR: Court Dismisses Lycoming, Textron Lawsuit
SWARTVILLE LLC: Court Denies TD Bank's Dismissal or Conversion Bid
SWISS CHALET: Court Declines to Issue Final Decree Closing Case
TC GLOBAL: Kachi Partners Offers $4.3 Million for Shops

TCF FINANCIAL: S&P Lowers Preferred Stock Rating to 'BB'
THERAPEUTIC SOLUTIONS: Posts $261,600 Net Income in 3rd Quarter
THERAPEUTICSMD INC: R. Finizio, et al., to Offer 3.9MM Shares
THOMPSON CREEK: Closes $350 Million Senior Secured Notes Offering
TITUS TRANSPORTATION: Drivers' Class Suit Stays in Kansas Court

TRANS ENERGY: Court Grants Motion for Summary Judgment vs. EQT
TRANS ENERGY: Reports Production Results on Anderson Wells
TRAVELPORT HOLDINGS: Inks New Hardware & Software Pact with IBM
TRIBUNE CO: Syndicating $1.4BB Financing for Bankruptcy Exit
TRIBUNE CO: Proposes Settlement with EZ Buy et al

TRIBUNE CO: Has Accord With Warner Brothers, New Line
TRIBUNE CO: TV Guide Seeks Stay Relief to Prosecute Claim
TROY PLAZA: Case Summary & 20 Largest Unsecured Creditors
UNIVERSITY GENERAL: Acquires Sleep and Imaging Center in Texas
US AIRWAYS: S&P Gives 'B+' Rating on $128MM Class B Certificates

VERMILLION INC: Appoints Bruce Huebner as Interim CEO
VERTIS HOLDINGS: FTC Waiting Period Expired Nov. 16
VESTA CORPORATION: Moody's Affirms 'B2' Corp. Family Rating
VHGI HOLDINGS: Incurs $4.8 Million Net Loss in June 30 Quarter
VIASPACE INC: Borrows $20K; Loan Converted Into 1.9MM Shares

VICTORY ENERGY: CFO Resigns, Search for Replacement Ongoing
VISCOUNT SYSTEMS: Raises $500,000 from Units Offering
WATERFRONT OFFICE: Files for Chapter 11 in Connecticut
WATERFRONT OFFICE: Case Summary & 20 Largest Unsecured Creditors
WILLIAM SATTERFIELD: 11th Cir. Affirms Ruling on Suit v. Trustee

WSG CORAL: Case Summary & 7 Unsecured Creditors
YOSHI'S SAN: Involuntary Chapter 11 Case Summary
ZOGENIX INC: Appoints Scott Shively as EVP and CCO

* Moody's: Low-Rated Issuers' Healthcare Covenant Quality Weak
* Junk Defaults to Jump in November and December
* Lawsuit Against Trustee Barred by 1881 Supreme Court Ruling

* 7th Cir. Appoints Catherine Furay as W.D. Wis. Bankruptcy Judge

* BOND PRICING -- For Week From Nov. 26 to 30, 2012

                            *********

A123 SYSTEMS: U.S. Seeks to Protect Rights in Battery Plant
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Justice Department said in papers filed last
week with the bankruptcy court in Delaware that A123 Systems Inc.
can't auction off the business next month without protecting the
interests of the U.S. in the plant the government partially
funded.

According to the report, the business will be sold at auction on
Dec. 6, with the first bid from Johnson Controls Inc. China's
Wanxiang Group Corp. is expected to be a competing bidder.  The
government said it gave grants to A123 for development of the
plant.  So far, the government put up $135 million, with
$120 million still potentially available for disbursement.

The report relates that in return for the grants, the government
says it has a right to compensation if the buyer disposes of the
property.  The Justice Department also says a buyer can't take
over the right to receive further grants without government
permission.

The government wants the bankruptcy judge to craft a sale-approval
order so the eventual buyer can't escape from obligations arising
from the grant.

Debt includes $143.8 million on 3.75% convertible subordinated
notes and $22.5 million owing to Wanxiang on a pre-bankruptcy
loan.  The convertible subordinated notes last traded on Nov. 27
for 44 cents on the dollar according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The notes traded as low as 21.25 cents on the day of bankruptcy.

                        About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
with a deal to sell its auto-business assets to Johnson Controls
Inc.  The deal with JCI is valued at $125 million, and subject to
higher offers at a bankruptcy auction.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by lawyers at Brown
Rudnick LLP and Saul Ewing LLP.


ADELPHIA COMMS: Pauley Indemnity Dispute Remanded to State Court
----------------------------------------------------------------
On appeal from a judgment following a bench trial, Adelphia
Communications Corporation, also known as Century Mendocino Cable
TV doing business as Adelphia Cable Communications, challenges a
trial court's conclusion that Pauley Construction, Inc., was not
required to indemnify Adelphia pursuant to an indemnification
clause found in a construction contract entered into between the
parties.  Adelphia, through its insurers, had sought contractual
indemnity from Pauley Construction for all the costs and expenses
associated with the defense and settlement of an underlying
personal injury action, which arose when an employee working for a
subcontractor of Pauley Construction was severely injured on the
job.  The trial court found Adelphia was not entitled to enforce
the indemnity agreement because shortly after the employee's
accident, Adelphia had filed for bankruptcy.  The trial court
concluded that Adelphia's bankruptcy filing constituted a material
breach of the parties' contract, thereby relieving Pauley
Construction from further performance, including any duty to
defend or indemnify Adelphia.

Adelphia appeals, claiming that the "trial court's finding that
Adelphia's filing of a bankruptcy petition alone constituted a
material breach excusing Pauley's performance under the indemnity
agreement was error in contradiction to both federal bankruptcy
law and fundamental contract law."

In a Nov. 28, 2012 decision available at http://is.gd/yuFcvkfrom
Leagle.com, the Court of Appeals of California, First District,
Division Four, agreed, and held the trial court's ruling was
erroneous.

Pauley Construction has filed a cross-appeal, arguing that even if
the appeals court determines the trial court erred in concluding
that the bankruptcy filing constituted a material breach of the
parties' contract, Pauley Construction is still entitled to
judgment as a matter of law.

The appeals court dismissed Pauley Construction's purported cross-
appeal as unnecessary.  Nevertheless, the appeals court said that
disputed issues of material fact preclude a ruling in Pauley
Construction's favor as a matter of law.  Consequently, the
appeals court reversed and remanded the matter for further
proceedings.

The case is, ADELPHIA COMMUNICATIONS CORPORATION etc., Cross-
Complainant and Appellant, v. PAULEY CONSTRUCTION, INC., Cross-
Defendant and Appellant; ARROWOOD INDEMNITY COMPANY et al.,
Interveners and Appellants, No. A131078 (Calif. App. Ct.).

                   About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas is
serving 12 years in prison, and his son Timothy is serving 15
years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002.  Willkie Farr & Gallagher represented the Debtors
in their restructuring effort.  PricewaterhouseCoopers served as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006.  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.

The Adelphia Recovery Trust, a Delaware Statutory Trust, was
formed pursuant to the Plan.  The Trust holds certain litigation
claims transferred pursuant to the Plan against various third
parties and exists to prosecute the causes of action transferred
to it for the benefit of holders of Trust interests.  Lawyers at
Kasowitz, Benson, Torres & Friedman, LLP (NYC), represent the
Adelphia Recovery Trust.


AIR CANADA: S&P Affirms 'B-/B-' Issuer Credit Ratings; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'A' long-term
issuer credit and senior secured debt ratings on Winnipeg Airports
Authority Inc. (WAA or the authority). The outlook is negative.

"In part, the ratings reflect the authority's full autonomy in
setting charges and fees, strong operating performance in recent
years, and regional monopoly business position," said Standard &
Poor's credit analyst Mario Angastiniotis.

The ratings on WAA reflect Standard & Poor's opinion of these
weaknesses:

    A relatively high debt burden that Standard & Poor's estimates
    peaked at C$332 per enplaned passenger in 2010, but expects to
    materially decline in the medium term. This is high compared
    with that of similarly rated domestic peers and materially
    higher than when we assigned the rating. Standard & Poor's
    expects that more aggressive rate-setting or a significant
    rebound in passenger growth could buttress WAA's expected
    medium-term debt levels;

    Fully amortizing debt service coverage ratio (DSCR) that we
    project declined to about 1.21x in 2011, which is low for the
    rating level and is likely to recover slowly in the next three
    years, given risks to passenger traffic stemming from
    continuing global recession risks;

    "A degree of risk associated with the airport's relatively
    high carrier concentration, with the authority's two main air
    carriers (Air Canada [B-/Negative/--] and WestJet Airlines
    Ltd. [not rated]) as well as risks stemming from U.S. air
    carrier consolidation in the U.S. Mitigating this risk
    somewhat, in our view, are the authority's high level of
    domestic-based and origin and destination (O&D) passenger
    composition and its strong service area that allows for
    relatively easy replacement of air carriers if an airline
    carrier becomes insolvent. However, we believe these two
    carriers have stronger brand names and market positions than
    do many international carriers," S&P said.

S&P's view of the following strengths supports the ratings:

    The authority's full autonomy from Transport Canada to set
    aeronautical charges and airport improvement fees without
    regulatory or senior government approval;
    Its regional monopoly business position in providing an
    essential service within what we consider a strong and well-
    diversified service area. Winnipeg James Armstrong Richardson
    International Airport is Manitoba's only major airport and is
    among the largest passenger airports in Canada;
    "A high level of O&D passenger composition at about 93%, which
    we believe attests to the airport's resilience during adverse
    market conditions. In our opinion, this provides for
    relatively more stable revenues, with lower dependence on
    connecting and nondomestic traffic than peers, making WAA less
    vulnerable to disruptive industry events," S&P said.

"The negative outlook on WAA reflects our expectation for lower-
than-expected DSCR in the next year compared with that of peers
and the potential for additional slippage given the risks to
transborder and international air travel in the near term. If
WAA's DSCR remains close to current levels in the next year, it
could lead to a downgrade. Conversely, a faster-than-expected
recovery is needed for us to revise the negative outlook to
stable. Moreover, a significant improvement in WAA's DSCRs and a
material decline in its debt per enplaned passenger level are
necessary for an upgrade," S&P said.


AIRPORT OFFICE: Court Overrules Objection to Luzerne Tax Claim
--------------------------------------------------------------
Bankruptcy Judge John J. Thomas overruled the objection of Airport
Office Complex, Inc., to two Proofs of Claim filed by the Luzerne
County Tax Claim Bureau for taxes accruing in years 2003 through
2011, prior to the Debtor's Chapter 11 filing.

Airport is the owner of a parcel of land, improved with an office
building, straddling Pittston Township and Avoca Borough.  LCTCB
was created under state law and empowered to collect taxes owing
the County and overdue taxes owing to the various municipalities,
school districts, and institutional districts.  Since they are
charged with liquidation of the obligation only, it had no role in
the actual assessment and, thus, no direct knowledge of its
computation.  It is, however, charged with filing proofs of claim
in appropriate cases such as this one.

The LCTCB has filed a Motion for Relief from Stay to pursue a tax
sale on the Debtor's real estate.   At the conclusion of the
hearing, the Court granted relief from the automatic stay to
LCTCB.

In his ruling, Judge Thomas held that the LCTCB has simply
acknowledged that its role is to collect taxes that have been
assessed.  Its determination is based on the tax rates and the
existing assessments.

"Alteration in assessments are the responsibility of others,"
Judge Thomas said.  "I again reference state law which supports
the proposition that a pending assessment appeal does not affect
the collectability of the tax. 54 P.S. Sec. 8854(c). It is for
these reasons that I will overrule Airport's objection to the
Proofs of Claim filed by LCTCB, without prejudice to filing a new
objection should the property in question be reassessed by either
the County or this Court."

The case is AIRPORT OFFICE COMPLEX, INC., Objector, v. LUZERNE
COUNTY TAX CLAIM BUREAU, Claimant, Adv. Proc. No. 5-11-ap-00244-
JJT (Bankr. M.D. Pa.).  A copy of the Court's Nov. 28, 2012
Opinion is available at http://is.gd/YZBh72from Leagle.com.

Airport Office Complex, Inc., based in Avoca, Pennsylvania, filed
for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case No. 11-05550) on
Aug. 9, 2011.  Judge John J. Thomas presides over the case.
Stephen G. Bresset, Esq., at Bresset & Santora, LLC, serves as the
Debtor's counsel.  In its petition, the Debtor estimated $500,001
to $1 million in assets, and $1 million to $10 million in debts.
The petition was signed by Steven Yankowski, president/secretary.


ALAN MURRAY: Court Rejects Tenants' Plan Objections
---------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky removed one obstacle to
confirmation of the Chapter 11 plan of reorganization of Alan and
Elizabeth Murray, overruling objections filed by a group of the
Debtors' tenants, Timothy and Marcia Evans, Mike and Katie
Garrett, Jack and Joyce Nielsen, Ken and Laurie Podesta-Daniels,
and Barbara J. Smith.  Judge Jaroslovsky said the tenants have
objected only as a knee-jerk response to the Murrays' plan.

"If the Murrays propose it, they are against it," the judge said.
"The Tenants do not appear to have given any thought whatsoever as
to the consequences to them if a plan is not confirmed."

The Tenants do not have allowed claims. They have been engaged in
litigation for several years with the Murrays, who own the
recreational vehicle park where they have lease rights.  The
Tenants raise three points of objection: that their lease rights
are somehow prejudiced by the plan, that the plan is not feasible,
and it has been proposed in bad faith.  According to the Court,
none has any merit.

According to the Court, the objection regarding their lease rights
is a "straw man."  The plan does not provide for modification of
their rights, only a voluntary alternative one tenant has already
accepted.  The Debtor's counsel has made representations orally
and in writing that nothing in the plan modifies the leases, which
are to be assumed.

The judge said any order confirming the Debtors' plan will contain
a provision that, notwithstanding any term to the contrary in the
plan, the rights of the Tenants under their leases are not
modified and their leases, to the extent assumable, are assumed in
all respects.

A copy of the Court's Nov. 27, 2012 Memorandum is available at
http://is.gd/KnUvsUfrom Leagle.com.

Alan and Elizabeth Murray filed a joint Chapter 11 bankruptcy
petition (Bankr. N.D. Calf. Case No. 11-10535) on Feb. 15, 2011.


ALLIED IRISH: Boasts of Substantial Progress in Restructuring
-------------------------------------------------------------
Allied Irish Banks said in a press release that substantial
progress has been made in the second half of 2012 in restructuring
the bank and implementing Allied Irish Bank, P.L.C's revised
strategy and cost efficiency initiatives to ensure a reduction in
the bank's operating cost base of EUR0.4bn by 2014.  The core
business environment remains challenging although there is
continued evidence of stabilisation.

Non-core deleveraging of EUR17 billion has been achieved to the
end of October 2012, which is 83% of the Central Bank of Ireland's
end 2013 deleveraging target of EUR20.5bn.  Overall cumulative
discounts are within PCAR capital assumptions.

The design and build phase of Allied's Mortgage Arrears Resolution
Strategy is now through the pilot phase and its Mortgage and SME
arrears strategies have been finalized.  Allied has a dedicated
unit working with customers in difficulty and it expects to make
significant progress in the implementation of solutions for
customers in difficulty in the next 6-12 months.

Internally, the bank's new organizational structure has been
implemented, allowing staff to better engage with and support
AIB's business and retail customers while enabling the bank to
implement necessary cost reduction measures.

Over 1,000 staff have departed AIB under the Voluntary Severance
Programme, which includes an Early Retirement Scheme, with 1,700
staff expected to have departed by the end of December 2012.  The
minimum target of 2,500 voluntary staff departures is expected to
be achieved by 2014.
  
In consultation with AIB's staff and Unions it is implementing the
Pay & Benefits changes announced in June.  These announced
measures include up to 15% pay cuts at senior levels, pay freezes
at more junior levels and the transfer of all staff who are
members of a Defined Benefit Pension scheme to a Defined
Contribution Scheme.
  
Forty-five sub-office closures and 6 branch amalgamations in the
Republic of Ireland will have been completed by end November, and
8 branches and 4 sub-offices will have closed in AIB UK by the end
of December.  An additional 16 branches are expected to close in
the Republic of Ireland in 2013.  Additional services are being
offered through An Post in affected areas.

Trading & Funding Update

Continued management focus on Net Interest Margin (NIM) has led to
a reduction in overall pricing of AIB's deposits in both the Irish
and UK markets which, coupled with ongoing repricing of its loan
assets has had a positive effect in arresting the decline in NIM.
A further positive effect of product repricing is expected to flow
through in 2013.  However, the continued lower interest rate
environment remains challenging, impacting yields earned on
capital and free funds and the pace of deposit repricing.

The cost of the Eligible Liabilities Guarantee (ELG) is trending
lower year on year as the quantum of covered liabilities continues
to reduce following the withdrawal of AIB UK from the scheme in
August 2012.  Liabilities covered by ELG stood at EUR32 billion at
end of October compared to EUR40 billion at end December 2011.
AIB is prepared for the expiry of the ELG.

Customer accounts continue to increase notwithstanding outflows of
EUR1.4bn as a result of the announced closure of AIB's operations
in Isle of Man and Channel Islands.  Balances have increased
across all business segments and AIB UK's withdrawal from the ELG
has had a negligible overall effect on deposit balances.

Ongoing progress in deleveraging and growth in customer accounts
has seen continued improvement in the loan to deposit ratio which
reduced below 120% at the end of October (including loans held for
sale) from 125% at end of June.  Arising from these balance sheets
movements our reliance on ECB funding has continued to reduce
since end June.

AIB notes the recent improvement in market sentiment towards Irish
issuers.  The bank will re-engage with the market in a balanced
and measured manner which is consistent with its strategy to
ensure viable funding levels whilst building confidence with
external investors.

AIB notes Fitch's recent revision of the outlook on AIB Group's
long term Issuer Default Rating from negative to stable.  This is
the first positive revision for AIB in almost four years and is
reflective of further signs of economic stabilisation.
  
AIB is ahead year to date, of both its SME lending target of
EUR3.5bn set by the Government and its internal new mortgage
lending target of EUR1bn.  AIB has sanctioned 23,040 credit
facilities to SME customers to the value of EUR3.4bn and EUR1.1bn
in lending to 5,922 mortgage customers in the year to date to
September.  However, new customer lending demand remains muted in
the current challenging economic environment and therefore overall
credit growth is limited.

The intense focus on cost reduction and the benefits of the cost
initiatives will predominantly be reflected in the 2013 cost base,
reflecting timing and implementation of our cost saving actions.

Asset Quality

Bad debt provisions for 2012 will materially reduce from elevated
levels in 2011.  Arrears in AIB's Irish Mortgage and SME
portfolios have increased, however the pace of increase in
criticised loans is slowing.  Although economic conditions remain
challenging, we have seen signs of a stabilisation in underlying
economic indicators, including house prices.  AIB has materially
accelerated the rate of engagement with customers in difficulty
and are now providing forbearance and restructuring options to
customers to ensure sustainable repayment schedules. c. 70% of
mortgage customers with revised terms are adhering to the new
conditions.  The outlook for 2013 and beyond will be influenced by
the domestic and international economic environment, however, AIB
expects bad debt provisions to continue to trend lower year on
year and to return to more normalised levels over time.

Capital

AIB remains well capitalised, notwithstanding the continued impact
of overall losses which is partially offset by a reduction in Risk
Weighted Assets driven by a reduced balance sheet size.  AIB
continue to assess the impact of Basel III on capital ratios and
are actively evaluating and developing a number of mitigating
actions to protect regulatory capital.

                      About Allied Irish Banks

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

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

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

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

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


ALLIED IRISH: Mortgage Bank Raises EUR500MM from Bond Issue
-----------------------------------------------------------
AIB Mortgage Bank (AIBMB) agreed a EUR500 million 3-year secured
ACS bond issue under its EUR20 billion Mortgage Covered Securities
Programme.  AIBMB is a wholly owned subsidiary of Allied Irish
Banks, p.l.c. (AIB).  This is the first public ACS issue since
June 2007 and marks AIB's second return to the funding markets in
2012 following the issuance of GBP395m Sterling Prime RMBS in May.
ACS bonds are not guaranteed by the Irish State.  This 3-year deal
was priced at a spread over mid-swaps of 270 basis points and was
over 4 times oversubscribed.

The total order book was c. EUR2.3bn with in excess of 170
international investors reflecting a well diversified geographic
profile.  Over 95% of demand came from outside Ireland.

The final sizing of the transaction, notwithstanding the level of
demand, is consistent with AIB's stated strategy to engage with
the market in a balanced and measured manner with a series of well
placed, well timed, appropriately structured and priced
transactions, to ensure viable funding levels while building
confidence with external investors.

                      About Allied Irish Banks

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

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

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

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

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


ALLY FINANCIAL: To Sell Europe & Latin America Operations to GM
---------------------------------------------------------------
Ally Financial Inc., on Nov. 21, 2012, entered into a Purchase and
Sale Agreement with General Motors Financial Company, Inc., a
wholly-owned subsidiary of General Motors Co., pursuant to which
AFI will sell its motor vehicle finance operations in Europe and
Latin America to GM Financial.  On the same date, AFI entered into
a Share Transfer Agreement with GM Financial, pursuant to which GM
Financial will acquire AFI's 40% interest in a motor vehicle
finance joint venture in China.

In exchange for the sale of the International Businesses and the
JV Interest, AFI will receive a premium to tangible book value of
approximately US$550 million.  Based on the third quarter tangible
book value for the combined operations, AFI would receive
approximately US$4.2 billion in proceeds from these transactions.
The purchase price is subject to post-closing adjustments based on
the net asset value of Target Companies and certain other items.
AFI's book value for the International Businesses and the JV
Interest on a GAAP basis as of the third quarter of 2012 was
approximately US$4.1 billion, which included approximately US$470
million of associated goodwill.

The transactions include auto finance operations in Germany, the
U.K., Austria, France, Italy, Switzerland, Sweden, Belgium, the
Netherlands, Luxembourg, Brazil, Mexico, Colombia and Chile, as
well as the JV Interest in China.  The sale of the International
Businesses will take the form of the sale of substantially all of
the equity interests directly and indirectly held by AFI in the
entities that comprise the International Businesses.  The China
Share Transfer Agreement and the Purchase and Sale Agreement are
not cross-conditioned upon each other.  The closings under the
Purchase and Sale Agreement are expected to close in stages by
region during 2013; the portions of the International Businesses
in (i) Brazil, (ii) Europe and (iii) Mexico, Chile and Colombia
will close once all closing conditions with respect to that region
have been satisfied.

The completion of the sale of each region under the Purchase and
Sale Agreement is subject to certain customary conditions relating
to the region being sold, including, among others, the receipt of
required governmental approvals, the absence of any injunction or
other legal prohibition on the completion of a sale, the accuracy
of the representations and warranties of the other party, material
compliance by the other party with its obligations under the
Purchase and Sale Agreement, and the delivery of certain audited
financial statements relating to the International Businesses.
The closing under the China Share Transfer Agreement is subject to
similar conditions relating to the receipt of government
approvals, the accuracy of representations and warranties, the
material compliance by the other party with its obligations and
satisfactory negotiation of a new joint venture agreement between
GM Financial and the ongoing members of the joint venture.

The Purchase and Sale Agreement contains provisions requiring the
Target Companies, at the time they are sold to GM Financial, to
repay loans to AFI and other AFI subsidiaries that are not Target
Companies, subject to the potential extension of a portion of
then-existing intercompany loans to certain European Target
Companies on mutually agreed, market terms for up to one year
following the final closing.

The Purchase and Sale Agreement contains certain termination
rights for AFI and GM Financial, as the case may be, applicable
upon, among other events and subject to certain exceptions, (i)
sales of designated regions having not been completed on or prior
to July 1, 2014, (ii) a material breach relating to unsold
designated regions by the other party that is not or cannot be
cured within 45 days' notice of such breach or by July 1, 2014, if
earlier, or (iii) the passage of 60 days after the issuance of a
written denial in respect of certain required regulatory approvals
for unsold designated regions and the exhaustion of all avenues of
appeal.  The China Share Transfer Agreement is subject to
analogous termination rights.

A more detailed copy of the Form 8-K is available for free at:

                        http://is.gd/vxxet4

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.  Net income was $310 million
for the three months ended March 31, 2012.

                           *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.

As reported by the TCR on May 22, 2012, Standard & Poor's Ratings
Services revised its outlook on Ally Financial Inc. to positive
from stable.  At the same time, Standard & Poor's affirmed its
ratings, including its 'B+' long-term counterparty credit and 'C'
short-term ratings, on Ally.  "The outlook revision reflects our
view of potentially favorable implications for Ally's credit
profile arising from measures the company announced May 14, 2012,
designed to resolve issues relating to Residential Capital LLC,
Ally's troubled mortgage subsidiary," said Standard & Poor's
credit analyst Tom Connell.

In the May 28, 2012, edition of the TCR, DBRS, Inc., has placed
the ratings of Ally Financial Inc. and certain related
subsidiaries, including its Issuer and Long-Term Debt rating of BB
(low), Under Review Developing.  This rating action follows the
decision by Ally's wholly owned mortgage subsidiary, Residential
Capital, LLC (ResCap) to file a pre- packaged bankruptcy plan
under Chapter 11 of the U.S. Bankruptcy Code.


ALLY FINANCIAL: To Offer $500 Million Senior Guaranteed Notes
-------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission a free writing prospectus relating to the offering of
$500,000,000 of 3.125% senior guaranteed notes due 2016.

Interest will be paid semi-annually, in arrears on January 15 and
July 15 of each year, until maturity, commencing July 15, 2013.

Joint Book-Running Managers of the offering are Barclays Capital
Inc., Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., and Goldman, Sachs & Co.

A copy of the FWP is available for free at http://is.gd/Mt4U5q

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.  Net income was $310 million
for the three months ended March 31, 2012.

The Company's balance sheet at Sept. 30, 2012, showed $182.48
billion in total assets, $163.71 billion in total liabilities and
$18.76 billion in total equity.

                           *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.

As reported by the TCR on May 22, 2012, Standard & Poor's Ratings
Services revised its outlook on Ally Financial Inc. to positive
from stable.  At the same time, Standard & Poor's affirmed its
ratings, including its 'B+' long-term counterparty credit and 'C'
short-term ratings, on Ally.  "The outlook revision reflects our
view of potentially favorable implications for Ally's credit
profile arising from measures the company announced May 14, 2012,
designed to resolve issues relating to Residential Capital LLC,
Ally's troubled mortgage subsidiary," said Standard & Poor's
credit analyst Tom Connell.

In the May 28, 2012, edition of the TCR, DBRS, Inc., has placed
the ratings of Ally Financial Inc. and certain related
subsidiaries, including its Issuer and Long-Term Debt rating of BB
(low), Under Review Developing.  This rating action follows the
decision by Ally's wholly owned mortgage subsidiary, Residential
Capital, LLC (ResCap) to file a pre- packaged bankruptcy plan
under Chapter 11 of the U.S. Bankruptcy Code.


ALLY FINANCIAL: Has $500MM Underwriting Pact with Barclays, et al.
------------------------------------------------------------------
Ally Financial Inc. entered into an underwriting agreement with
Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche
Bank Securities Inc. and Goldman, Sachs & Co., as representatives
of the several Underwriters, pursuant to which Ally agreed to sell
to the Underwriters $500,000,000 aggregate principal amount of
3.125% Senior Guaranteed Notes due 2016.

The Notes will be guaranteed by Ally US LLC, IB Finance Holding
Company, LLC, and GMAC Continental Corporation, each a subsidiary
of Ally, on an unsubordinated basis.  The Securities were
registered pursuant to Ally's shelf registration statement on Form
S-3 (File No. 333-171519), which became automatically effective on
Jan. 3, 2011.

The Underwriting Agreement contains customary representations,
warranties and covenants of the Company, conditions to closing,
indemnification obligations of the Company and the Underwriters,
and termination and other customary provisions.

A copy of the Underwriting Agreement is available at:

                        http://is.gd/Yye74V

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.  Net income was $310 million
for the three months ended March 31, 2012.

The Company's balance sheet at Sept. 30, 2012, showed $182.48
billion in total assets, $163.71 billion in total liabilities and
$18.76 billion in total equity.

                           *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.

As reported by the TCR on May 22, 2012, Standard & Poor's Ratings
Services revised its outlook on Ally Financial Inc. to positive
from stable.  At the same time, Standard & Poor's affirmed its
ratings, including its 'B+' long-term counterparty credit and 'C'
short-term ratings, on Ally.  "The outlook revision reflects our
view of potentially favorable implications for Ally's credit
profile arising from measures the company announced May 14, 2012,
designed to resolve issues relating to Residential Capital LLC,
Ally's troubled mortgage subsidiary," said Standard & Poor's
credit analyst Tom Connell.

In the May 28, 2012, edition of the TCR, DBRS, Inc., has placed
the ratings of Ally Financial Inc. and certain related
subsidiaries, including its Issuer and Long-Term Debt rating of BB
(low), Under Review Developing.  This rating action follows the
decision by Ally's wholly owned mortgage subsidiary, Residential
Capital, LLC (ResCap) to file a pre- packaged bankruptcy plan
under Chapter 11 of the U.S. Bankruptcy Code.


AMERICAN AIRLINES: IRS Rule Change Will Resonate Beyond AMR Case
----------------------------------------------------------------
Experts said a key Internal Revenue Service rule change that
allowed AMR Corp., the parent of American Airlines Inc., to
freeze and retain pilot pension plans could change the face of
labor relations in Chapter 11 cases of all sizes, Lisa Uhlman of
BankruptcyLaw360 reported.

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.

AMR'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.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

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: Amends Consulting Agreement With ICF
-------------------------------------------------------
AMR Corp. filed an application to approve the terms of its
amended consulting agreement with ICF SH&E Inc.

Under the amended agreement, ICF SH&E agreed to appraise AMR's
aviation-related assets in connection with the fresh start
accounting required upon emergence from Chapter 11 protection,
and to conduct a valuation of the company's aircraft leasehold
improvements.

The firm will receive $395,000 for the appraisals of AMR's
aviation-related assets and $20,000 for the appraisals of the
aircraft leasehold improvements.

A court hearing to consider approval of the application was set
for November 29.

                         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.

AMR'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.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

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: McKinsey to Provide Consulting Services
----------------------------------------------------------
AMR Corp. filed a supplemental application to include McKinsey &
Company Canada and three other firms as part of the team
providing management consultant and restructuring advisory
services to the company.

The three other firms are McKinsey & Company Inc. Belgium,
McKinsey & Company Inc. Italy, and McKinsey & Company S.L.

The firms will be paid for their services in accordance with the
same compensation structure previously approved by the bankruptcy
court.  AMR will also reimburse the firms for work-related
expenses.

A court hearing to consider approval of the application is
scheduled for November 29.

The Debtors previously obtained approval to employ McKinsey
Recovery & Transformation Services U.S., LLC, McKinsey & Company,
Inc. United States, and McKinsey & Company, Inc. Japan as their
management consultants, nunc pro tunc to Dec. 12, 2011.  Pursuant
to an agreement with the Debtors, the services of McKinsey
Recovery, McKinsey & Co. Inc., and its Japan-based office will be
provided in three phases.  Business plan support and adaptation
services will be provided during the first two phases.  During the
initial phase, the firms will work with the Debtors' senior
management team to evaluate their five-year business plan.  The
business plan will be adapted by the firms during the second phase
to reflect changes in economic climate and other conditions.

                         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.

AMR'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.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

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: Committee Can Hire Collateral Verifications
--------------------------------------------------------------
The committee of AMR Corp.'s unsecured creditors obtained court
approval to hire Collateral Verifications LLC as its consultant.

Collateral Verifications will assist the committee to evaluate
the settlement proposed by AMR that restructures the financings
or provides for the return of 216 Embraer regional jet aircraft.
The firm will also provide litigation consulting services and
testimony in court in connection with the settlement.

                         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.

AMR'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.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

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: Fees Top $200 Million in Less Than 1 Year
------------------------------------------------------------
Fees and expenses top $200 million in AMR-American Airlines'
bankruptcy case despite not yet hitting their first year
anniversary in bankruptcy, according to The Dallas Morning
Herald.

In AMR's operating report for the month ended September 30, 2012,
disbursements to bankruptcy professionals totaled $15,428,000,
comprised of $13,643,000 paid to the Debtors' more than 20
bankruptcy professionals and $1,785,000 paid to the Official
Committee of Unsecured Creditors' bankruptcy professionals.

                         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.

AMR'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.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

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: Fails to Halt PSAs Union Election
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that American Airlines Inc. struck out in the U.S. Supreme
Court in what may have been the company's last shot at stopping
passenger-service agents from holding an election to determine
whether they will have a union.

According to the report, on Nov. 19, the U.S. Court of Appeals in
New Orleans refused to hold up implementation of its October
ruling overturning a decision from the district court barring the
election.  The airline filed papers with the Supreme Court on
Nov. 21 asking the high court to hold up the election.  Justice
Antonin Scalia denied the stay on Nov. 27.

The bankrupt airline won a victory in June when a federal district
judge in Dallas ruled that the National Mediation Board was
improperly holding an election by passenger-service agents because
50% hadn't shown a desire for union representation. The NMB and
the Communications Workers of America appealed, contending only
35% support was required.

The U.S. Court of Appeals in New Orleans sided with the workers in
ruling on Oct. 3 that the NMB was correct in using a 35%
threshold. American sought a rehearing in the appeals court and
lost on Oct. 30. The appeals court also denied a stay pending an
attempt at persuading the Supreme Court to take an appeal.

The Communications Workers said the NMB scheduled the vote to
begin Dec. 4 and continue through Jan. 15. The union said the
airline "spent nearly a year and millions of dollars trying to
block employees' democratic right to vote."

The stay motion in the Supreme Court was American Airlines Inc. v.
National Mediation Board, 12a512, U.S. Supreme Court.  The appeal
in the circuit court was American Airlines Inc. v. National
Mediation Board, 12-10680, U.S. Court of Appeals for the Fifth
Circuit (New Orleans).

                         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.

AMR'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.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

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 APPAREL: Store Sales Increased 12% Through Nov. 26
-----------------------------------------------------------
American Apparel, Inc., announced preliminary comparable sales for
the period Nov. 1, 2012, through Nov. 26, 2012, and reported that
comparable store sales increased 12%, including an 8% increase in
comparable store sales for its retail store channel and a 39%
increase in net sales for its online channel.

"November represents our 18th consecutive month of positive
comparable sales," said Dov Charney, chairman and chief executive
of American Apparel, Inc.  "This very solid performance was
achieved in all our businesses: retail, wholesale, and online with
sales growth across almost all major markets and product
categories.  Black Friday was particularly strong and we more than
doubled our Cyber Monday volume when compared to last year.  We
also saw further improvement in store productivity as we achieved
record sales in terms of average sales per store in November.  We
think this reflects positively on our expectation that we will
continue to increase comparable store sales next year, paving the
way for additional profitability gains."

                      About American Apparel

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

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company reported a net loss of $39.31 million in 2011 and a
net loss of $86.31 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$333.64 million in total assets, $319.76 million in total
liabilities and $13.87 million in total stockholders' equity.


AMF BOWLING: Pachulski and Christian & Barton Represent Committee
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of AMF Bowling Worldwide Inc. and its affiliated
debtors are being represented by:

          Jeffrey N. Pomerantz, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          10100 Santa Monica Boulevard, 13th Floor
          Los Angeles, CA 90067-4100
          Telephone: (310) 277-6910
          Facsimile: (310) 201-0760

               - and -

          Robert J. Feinstein, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          780 Third Avenue, 36th Floor
          New York, NY 10017-2024
          Telephone: (212) 561-7700
          Facsimile: (212) 561-7777

               - and -

          Augustus C. Epps, Jr., Esq.
          Michael D. Mueller, Esq.
          Jennifer M. McLemore, Esq.
          CHRISTIAN & BARTON, LLP
          909 East Main Street, Suite 1200
          Richmond, VA 23219-3095
          Telephone: (804) 697-4100
          Facsimile: (804) 697-6112
          E-mail: aepps@cblaw.com
                  mmueller@cblaw.com
                  jmclemore@cblaw.com

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, on Nov. 19
named five members to the Unsecured Creditors Committee.  The
members are:

     (1) Statecourt Enterprises, Inc.
         Attn: John E. Silverman
         40 East 69th Street
         New York, NY 10021
         Tel: 212-249-1550
         Fax: 212-249-5451
         Email: jes@rosengroupinc.com

     (2) Strike 'N Spare
         Attn: Joseph S. Gall
         221 W. Lexington, Suite 400
         Independence, MO 64051
         Tel: 816-836-5050
         Fax: 816-836-8966
         Email: jsg@hfmlegal.com

     (3) VIP Cleaning Solutions, LLC
         Attn: William A. Pesello
         10-2 Granada Crescent
         White Plains, NY 10603
         Tel: 914-400-6680
         Fax: not provided
         Email: vipcleaningsolutions@ymail.com

     (4) Pasadena Hastings Center
         Attn: Madeleine Mueller
         P.O. Box 1209
         Carpinteria, CA 93014-1209
         Tel: 805-684-4178
         Fax: 805-566-9101
         Email: missco1@msn.com

     (5) Pepsi-Cola Fountain Company, Inc.
         Attn: Chad New
         1100 Reynolds Blvd
         Winston-Salem, NC 27105
         Tel: 336-896-5781
         Fax: 336-896-6003
         Email: chad.new@pepsico.com

                   About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed Chapter
11 plan in February 2002 by giving unsecured creditors 7.5% of the
new stock.  The bank lenders, owed $625 million, received a
combination of cash, 92.5% of the stock, and $150 million in new
debt.  At the time, AMF had over 500 bowling centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.

Patrick J. Nash, Jr., Esq., Jeffrey D. Pawlitz, Esq., and Joshua
A. Sussberg, Esq., at Kirkland & Ellis LLP; and Dion W. Hayes,
Esq., John H. Maddock III, Esq., and Sarah B. Boehm, Esq., at
McGuirewoods LLP, serve as the Debtors' counsel.  Moelis & Company
LLC serves as the Debtors' investment banker and financial
advisor.  McKinsey Recovery & Transformation Services U.S., LLC,
serves as the Debtors' restructuring advisor.   Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders are represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The petitions were signed by Stephen D. Satterwhite, chief
financial officer/chief operating officer.


AMF BOWLING: Can Walk Away From 11 Bowling Facility Leases
----------------------------------------------------------
AMF Bowling Worldwide Inc. and its affiliated debtors have sought
and obtained Bankruptcy Court permission to reject unexpired
leases for 11 bowling facilities and 1 retail facility in Arizona,
California, Georgia, Illinois, Minnesota, Ohio, Rhode Islands,
Tennessee, Texas, effective as of Nov. 12.  AMF also won authority
to abandon certain equipment, fixtures, furniture, or other
personal property that may be located at the Premises.

Prior to the Petition Date, the Debtors ceased operations at the
11 bowling facilities and 1 retail facility.  Notwithstanding the
cessation of operations at the Premises, the Debtors remain
obligated to pay rent under the Leases.

The Debtors want to reject the Leases at the Premises where the
Debtors have previously ceased operations before the Petition
Date.  By rejecting the Leases, the Debtors believe they will be
able to save roughly $4.8 million over the remaining duration of
the Leases.  Moreover, by rejecting the Leases, the Debtors also
will avoid certain other contractual obligations under the Leases,
including certain property taxes, utilities, insurance, and other
related charges associated with the Leases.

In considering their options with respect to the Leases before the
Petition Date, the Debtors and their advisors evaluated the
possibility of certain assignments or subleases of the leased
Premises.  The Debtors have determined that the transactional
costs and postpetition occupancy costs associated with marketing
the Leases exceed any marginal benefit that would be derived from
potential assignments or subleases.

                   About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed Chapter
11 plan in February 2002 by giving unsecured creditors 7.5% of the
new stock.  The bank lenders, owed $625 million, received a
combination of cash, 92.5% of the stock, and $150 million in new
debt.  At the time, AMF had over 500 bowling centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.

Patrick J. Nash, Jr., Esq., Jeffrey D. Pawlitz, Esq., and Joshua
A. Sussberg, Esq., at Kirkland & Ellis LLP; and Dion W. Hayes,
Esq., John H. Maddock III, Esq., and Sarah B. Boehm, Esq., at
McGuirewoods LLP, serve as the Debtors' counsel.  Moelis & Company
LLC serves as the Debtors' investment banker and financial
advisor.  McKinsey Recovery & Transformation Services U.S., LLC,
serves as the Debtors' restructuring advisor.   Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders are represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The petitions were signed by Stephen D. Satterwhite, chief
financial officer/chief operating officer.


AMF BOWLING: Wins Jan. 10 Extension of Schedules Filing Deadline
----------------------------------------------------------------
AMF Bowling Worldwide Inc. and its affiliated debtors won a 45-day
extension, until Jan. 10, 2013, of their deadline to file
schedules of assets and liabilities, and statements of financial
affairs.  The extension is without prejudice to the Debtors' right
to seek another extension.

The U.S. Trustee is authorized to schedule a meeting of creditors
under 11 U.S.C. Section 341 after the 40-day deadline imposed
under Rule 2003(a) of the Federal Rules of Bankruptcy Procedure.

The Debtors estimate they have thousands of creditors and other
parties in interest.  Given the size and complexity of the
Debtors' business operations, the Debtors said preparing the
Schedules and Statements accurately and with sufficient detail
will require significant attention from the Debtors' personnel and
advisors.  Absent an extension of time, the Debtors' attention
would be diverted from business operations at a critical time.
Moreover, the Dbetors said creditors and other parties in interest
will not be harmed by the extension of the Schedules and
Statements filing deadline; even under the extended deadline, the
Schedules and Statements would be filed in advance of the Section
341 Meeting, any planned bar date, or other significant event in
the chapter 11 cases.

In addition, the Debtors submit that focusing the attention of
their key accounting and legal personnel on critical operational
and chapter 11 compliance issues during the early days of the
chapter 11 cases will help the Debtors make a smoother transition
into chapter 11 and, therefore, ultimately will maximize the value
of their estates for the benefit of creditors and all parties in
interest.

                   About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed Chapter
11 plan in February 2002 by giving unsecured creditors 7.5% of the
new stock.  The bank lenders, owed $625 million, received a
combination of cash, 92.5% of the stock, and $150 million in new
debt.  At the time, AMF had over 500 bowling centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.

Patrick J. Nash, Jr., Esq., Jeffrey D. Pawlitz, Esq., and Joshua
A. Sussberg, Esq., at Kirkland & Ellis LLP; and Dion W. Hayes,
Esq., John H. Maddock III, Esq., and Sarah B. Boehm, Esq., at
McGuirewoods LLP, serve as the Debtors' counsel.  Moelis & Company
LLC serves as the Debtors' investment banker and financial
advisor.  McKinsey Recovery & Transformation Services U.S., LLC,
serves as the Debtors' restructuring advisor.   Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders are represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The petitions were signed by Stephen D. Satterwhite, chief
financial officer/chief operating officer.


AMF BOWLING: Can Hire Kurtzman Carson as Claims & Noticing Agent
----------------------------------------------------------------
AMF Bowling Worldwide Inc. and its affiliated debtors may employ
Kurtzman Carson Consultants LLC as notice, claims, and balloting
agent, the Bankruptcy Court ruled last month.

The Debtors have thousands of potential creditors.  In addition to
the creditors, there are thousands of other parties in interest in
the Debtors? chapter 11 cases.  Although the Office of the Clerk
of the United States Bankruptcy Court ordinarily would serve
notices on the Debtors? creditors and other parties in interest
and administer claims against the Debtors, the Debtors said the
Clerk?s Office may not have the resources to undertake such tasks,
especially in light of the sheer magnitude of the Debtors?
creditor body and the tight timelines that frequently arise in
chapter 11 cases.  The Debtors said KCC's retention is the most
effective and efficient manner of noticing the thousands of
creditors and parties in interest of the filing of the chapter 11
cases and other developments in the chapter 11 cases.

Albert Kass, the Vice President of Corporate Restructuring
Services of Kurtzman Carson, attests that KCC neither holds nor
represents an interest materially adverse to the Debtors? estates
nor has a connection to the Debtors, their creditors, or their
related parties with respect to any matter for which KCC will be
employed.

The firm has received a $50,000 retainer from the Debtors.

                   About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed Chapter
11 plan in February 2002 by giving unsecured creditors 7.5% of the
new stock.  The bank lenders, owed $625 million, received a
combination of cash, 92.5% of the stock, and $150 million in new
debt.  At the time, AMF had over 500 bowling centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.

Patrick J. Nash, Jr., Esq., Jeffrey D. Pawlitz, Esq., and Joshua
A. Sussberg, Esq., at Kirkland & Ellis LLP; and Dion W. Hayes,
Esq., John H. Maddock III, Esq., and Sarah B. Boehm, Esq., at
McGuirewoods LLP, serve as the Debtors' counsel.  Moelis & Company
LLC serves as the Debtors' investment banker and financial
advisor.  McKinsey Recovery & Transformation Services U.S., LLC,
serves as the Debtors' restructuring advisor.   Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders are represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The petitions were signed by Stephen D. Satterwhite, chief
financial officer/chief operating officer.


ANCHOR BANCORP: Extends Maturity of 2008 Credit Pact to June 2013
-----------------------------------------------------------------
Anchor BanCorp Wisconsin Inc. entered into Amendment No. 9 to the
Amended and Restated Credit Agreement, dated as of June 9, 2008,
among the Company, the lenders from time to time a party thereto,
and U.S. Bank National Association, as administrative agent for
the Lenders.

The Amendment provides the following:

   * The maturity date of the Credit Agreement is June 30, 2013.

   * The outstanding balance under the Credit Agreement from time
     to time will bear interest at a rate equal to 15% per
     annum.

   * An amendment fee in an amount equal to 0.75% of the original
     loan commitment ($872,250) is due on the earlier of (i) the
     Maturity Date or (ii) the date on which the Company's
     obligations and liabilities are due or declared due.

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


        -- a Tier 1 Leverage Ratio of not less than 4.00% at all
           times.

        -- a Total Risk Based Capital Ratio of not less than 8.00%
           at all times.

        -- the ratio of the sum of Non-Performing Loans plus other
           real estate owned by AnchorBank, fsb to the sum of
           Gross Loans plus other real estate owned by AnchorBank,
           fsb will not exceed 13.00% at all times.

As of Nov. 30, 2012, the outstanding principal balance under the
Credit Agreement was $116.3 million, and accrued interest and fees
were $47.5 million and $6.4 million, respectively.  The Credit
Agreement and the Amendment also contain customary
representations, warranties, conditions, indemnification and
events of default for agreements of such type.

A copy of the Ninth Amendment is available for free at:

                         http://is.gd/E79LMK

                        About Anchor Bancorp

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

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

The Company reported a net loss of $36.73 million on
$127.25 million of total interest income for the fiscal year ended
March 31, 2012, a net loss of $41.17 million on $166.46 million of
total interest income for the year ended March 31, 2011, and a net
loss of $176.91 million on $217.08 million of total interest
income for the year ended March 31, 2010.

McGladrey LLP, in Madison, Wisconsin, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended March 31, 2012.  The independent auditors noted
that all of the subsidiary bank's regulatory capital amounts and
ratios are below the capital levels required by the cease and
desist order.  The subsidiary bank has also suffered recurring
losses from operations.  Failure to meet the capital requirements
exposes the Corporation to regulatory sanctions that may include
restrictions on operations and growth, mandatory asset
dispositions, and seizure of the subsidiary bank.  In addition,
the Corporation's outstanding balance under the Amended and
Restated Credit Agreement is currently in default.  These matters
raise substantial doubt about the ability of the Corporation to
continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$2.66 billion in total assets, $2.70 billion in total liabilities
and a $36.03 million total stockholders' deficit.


APPLIED DNA: Enters Into $2MM Securities Purchase Pact with Crede
-----------------------------------------------------------------
Applied DNA Sciences, Inc., entered into a securities purchase
agreement with Crede CG II, Ltd. on Nov. 28, 2012.  Pursuant to
the Purchase Agreement, at the initial closing on Nov. 29, 2012,
Crede purchased 10,752,688 shares of the Company's Common Stock at
a price of $0.186 which was the consolidated closing bid price of
the Common Stock on the day prior to the signing of the Purchase
Agreement.  The Company received gross proceeds of $2,000,000.

Pursuant to the Purchase Agreement, Crede agreed to purchase an
additional $5,500,000 of the Company's Series A Convertible
Preferred Stock at a purchase price of $1,000 per share on the
date a registration statement is declared effective by the
Securities and Exchange Commission.

The Company also issued Crede at the Initial Closing warrants with
a term of five years allowing it to purchase 10,752,688 shares of
Common Stock at a price of $0.2232 which is equal to a 20% premium
to the consolidated closing bid price of the Common Stock on the
day prior to the signing of the Purchase Agreement.  At the
Initial Closing, the Company also issued Crede a second set of
Warrants allowing it to purchase 29,569,892 shares of Common
Stock, which is equal to one share of Common Stock for every share
of Common Stock which would be issuable to it if it fully
converted the Series A Preferred into Common Stock at the Fixed
Conversion Price.

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

                        http://is.gd/s1IrNh

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.

RBSM LLP, in New York, noted in its report on Applied DNA's fiscal
2011 financial results that the Company has suffered recurring
losses and does not have significant cash or other material
assets, nor does it have an established source of revenues
sufficient to cover its operations, which raises substantial doubt
about its ability to continue as a going concern.

The Company reported a net loss of $10.51 million for the fiscal
year ended Sept. 30, 2011, compared with a net loss of $7.91
million during the prior year.

The Company's balance sheet at June 30, 2012, showed $1.97 million
in total assets, $653,910 in total liabilities, all current, and
$1.31 million in total stockholders' equity.


APPLIED MINERALS: Has LOI with HCT to Form Cosmetic Joint Venture
-----------------------------------------------------------------
Applied Minerals, Inc., and HCT Group signed a letter of intent to
form a joint venture to develop and market an all-natural line of
specialty skincare products based on Dragonite Halloysite Clay.
The initial line of products will take advantage of the unmatched
purity and performance of Applied Minerals' Dragonite-PureWhite to
address the high-end skincare market and will also be utilized in
applications such as fragrances, deodorants, color cosmetics, nail
products and extenders.

Dragonite-PureWhite is a cosmetic-grade aluminosilicate clay
mineral possessing a unique micro-tubular morphology ideally
suited for the cosmetics industry.  It is produced exclusively by
Applied Minerals from its wholly owned Dragon Mine deposit in
Utah, the world's purest commercial source of Halloysite Clay.
The hollow micro-tubular structure can serve as a natural carrier
for an extended/sustained-release of active ingredients, extending
the life of a cosmetic application while increasing its efficacy.
The joint venture will produce proprietary products that will take
advantage of these properties, providing significant performance
enhancements in products related to:

* Skin Care
* Sun Care
* Nail Care
* Hair Care
* Color Cosmetics
* Fragrances
* Deodorants
* Extenders
* Natural Insect Repellants

Dragonite-PureWhite is equally effective when used without an
active agent, owing to its high surface area, cation exchange
capacity and porosity, which makes it particularly effective at
absorbing excess oil and toxins from clogged skin pores.
Independent laboratory studies have validated the effectiveness of
Halloysite as an extremely effective acne bacterial reagent.

Tim Thorpe, president of HCT, commented, "We are very excited to
be working with Applied Minerals.  The joint venture will call
upon a world class R&D team to develop highly innovative consumer
products featuring Applied Minerals' unique material and
technological know-how, allowing us to bring exclusive new
products and concepts to HCT's customers."

Andre Zeitoun, president and CEO of Applied Minerals, said, "We
are very excited to have established this partnership with an
industry leader like HCT.  Their award-winning consumer product
innovations and turnkey manufacturing capabilities have earned
them the trust of the largest brands in the marketplace."

The global market for efficient natural cosmetics has grown
exponentially in recent years along with the demand for unique
natural carriers.  In targeting this market, HCT and Applied
Minerals are in preliminary discussions with branding and
distribution partners that will complement and benefit from the
key attributes of the all-natural product line to be developed and
marketed by their joint venture.

Environmental Working Group's Skin Deep Cosmetics Database, an
industry organization promoting the protection of human health and
the environment, reports that there is a growing trend in the
cosmetics industry toward natural product formulations and
ingredient transparency as consumers increasingly avoid products
containing chemicals such as formaldehyde-releasers and triclosan.
The joint venture between Applied Minerals and HCT is uniquely
positioned to capitalize on this developing change in customer
preferences.  Dragonite-PureWhite meets the strict performance
specifications of the cosmetics industry while being biocompatible
and non-toxic.

                       About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss attributable to the Company of
$7.48 million in 2011, a net loss attributable to the Company of
$4.76 million in 2010, and a net loss attributable to the Company
of $6.76 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$9.53 million in total assets, $2.32 million in total liabilities
and $7.21 million in total stockholders' equity.

                           Going Concern

The Company has incurred material recurring losses from
operations.  At March 31, 2012, the Company had a total
accumulated deficit of approximately $43,084,500.  For the three
months ended March 31, 2012, and 2011, the Company sustained net
losses from exploration stage before discontinued operations of
approximately $4,056,700 and $1,695,100, respectively.  The
Company said that these factors indicate that it may be unable to
continue as a going concern for a reasonable period of time.  The
Company's continuation as a going concern is contingent upon its
ability to generate revenue and cash flow to meet its obligations
on a timely basis and management's ability to raise financing or
dispose of certain non-core assets as required.  If successful,
this will mitigate the factors that raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

At Dec. 31, 2011, and 2010, the Company had accumulated deficits
of $39,183,632 and $31,543,411, respectively, in addition to
limited cash and unprofitable operations.  For the year ended
Dec. 31, 2011, and 2010, the Company sustained net losses before
discontinued operations of $7,476,864 and $4,891,525,
respectively.  As of March 15, 2012, the Company has not
commercialized the Dragon Mine and has had to rely on cash flow
generated from the sale of stock and convertible debt to fund its
operations.  If the Company is unable to fund its operations
through the commercialization of the Dragon Mine, the sale of
equity or debt or a combination of both, it may have to file
bankruptcy.


ARMSTRONG ENERGY: S&P Assigns 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to St. Louis, Mo.-based Armstrong Energy Inc. The
outlook is stable. "At the same time, we assigned our 'B-' issue-
level rating to the company's proposed $200 million senior secured
notes due 2019. The recovery rating is '4', indicating our
expectation of average (30%-50%) recovery for bondholders in the
event of a payment default," S&P said.

"The corporate credit rating takes into account our view of the
company's business risk profile as 'vulnerable' and its financial
risk profile as 'highly leveraged.' Armstrong is a pure-play coal
producer that generated revenues of about $360 million and EBITDA
of about $50 million in the trailing-12-month period ended Sept.
30, 2012. We based our business risk score on our view of the
company's participation in the competitive and highly cyclical
coal industry. The assessment reflects currently weak industry
conditions and the challenges of coal mining, which include price
volatility, weather-related disruptions, and increasingly
stringent environmental and safety regulations," S&P said.

"Our stable rating outlook for Armstrong reflects our view that
the company's operating performance will support credit metrics
that are in line with our expectations for the 'B-' corporate
credit rating. We anticipate that Armstrong's products will
produce EBITDA in the range of $45 million to $55 million annually
over the next 12-24 months, with leverage starting at about 7.5x
and unwinding to about 6.5x, and interest coverage rising from
approximately 1.5x to 1.7x during that time frame. This view
assumes flat pricing for 2013 at roughly $45, with a marginal
increase projected for 2014 with tons sold increasing at an
average rate of just under 7% over the period," S&P said.


ARVCO CAPITAL: SEC Lawsuit Stays in Nevada District Court
---------------------------------------------------------
The lawsuit, SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v.
ARVCO CAPITAL RESEARCH, LLC, ARVCO FINANCIAL VENTURES, LLC, ALFRED
J.R. VILLALOBOS, and FEDERICO ("FRED") R. BUENROSTRO, Defendants,
No. 3:12-cv-00221-RCJ-WGC (D. Nev.), will stay in district court
after District Judge Robert C. Jones denied the defendants'
request for an order referring the civil action to the U.S.
Bankruptcy Court in Nevada.

On April 23, 2012, the SEC filed a complaint alleging a fraudulent
scheme in violation of federal securities laws.  The Commission
seeks injunctive relief, disgorgement of ill-gotten gains, and
civil penalties against the Defendants.  In 2010, the State of
California filed a separate civil law enforcement action in
California state court against the defendants, alleging a
fraudulent scheme to corrupt the California Public Employees'
Retirement System, captioned California ex rel. Brown v.
Villalobos, 453 B.R. 404, 407 (D. Nev. 2011).  One month after the
California enforcement action was filed, Mr. Villalobos filed a
Chapter 11 bankruptcy petition.  The California enforcement action
was permitted to proceed as an exception to the automatic stay.
Thus far, no written orders regarding plan confirmation have been
filed in the bankruptcy action.

According to Judge Jones, the complaint alleges violations of
Section 17(a)(1) of the Securities Act and Section 10(b) and Rules
10b-5(a) and 10b-5(c)) of the Exchange Act. The Commission claims
that Messrs. Villalobos and Buenrostro perpetrated a fraudulent
scheme that led CalPERS and other public pension funds to invest
in Mr. Villalobos' clients, and generated more than $70 million in
placement agent fees over an approximately 10-year period.
Resolution of the claims, the District Judge said, requires
substantial and material consideration of federal securities laws,
and therefore, the Court is required to deny the motion to refer
the action to the bankruptcy court.

A copy of the Court's Nov. 26, 2012 Order is available at
http://is.gd/GLik9Ufrom Leagle.com.

                   About Alfred J.R. Villalobos

Stateline, Nevada-based Alfred J.R. Villalobos and his affiliated
companies filed for Chapter 11 bankruptcy protection on June 9,
2010 (Bankr. D. Nev. Lead Case No. 10-52248).  The entities are
ARVCO Capital Research, LLC (Case No. 10-52249), ARVCO Financial
Ventures, LLC (Case No. 10-5225), and ARVCO Art, Inc. (Case No.
10-52252).

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd.,
assists the Debtors in their restructuring effort.  Mr. Villalobos
estimated assets and debts at $10 million to $50 million.

According to The Sacramento Bee, Mr. Villalobos sought bankruptcy
protection a month after then-Attorney General Jerry Brown accused
him in a lawsuit of bribing key officials with the California
Public Employees' Retirement System.  Mr. Brown's lawyers quickly
obtained a court order placing Mr. Villalobos' assets under
control of an examiner.  By filing for bankruptcy protection, Mr.
Villalobos halted Mr. Brown's lawsuit and was able to regain
control of his assets.


ASARCO LLC: Callahan Fails to Dismiss Contribution Suit
-------------------------------------------------------
District Judge Lonny R. Suko of the Eastern District of Washington
denied the request of Callahan Mining Corp. to dismiss the First
Amended Complaint commenced by Asarco, LLC.  The civil action was
brought by Asarco pursuant to the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C. Sections 9601-9675.  Asarco LLC seeks contribution under
Section 113(f) of CRECLA from Callahan for CERCLA response costs
Asarco paid under a settlement with the State of Washington at the
Van Stone Mine Site in northeastern Washington.

On March 13, 2009, Asarco sought Bankruptcy Court approval of a
settlement under which Asarco would pay the State of Washington
State Department of Ecology $3.5 million to resolve its
environmental liabilities at the Van Stone Mine Site.  The
Settlement was approved by the Bankruptcy Court and the U.S.
District Court for the Southern District of Texas. The Settlement
was to be funded upon court approval of Asarco's reorganization
plan.

The case is, ASARCO, LLC, a Delaware limited liability company,
Plaintiff, v. HECLA MINING COMPANY; WILLOW CREEK MINERALS LLC;
EQUINOX RESOURCES (WASH.), INC.; WASHINGTON RESOURCES LLC (a/k/a
ATLAS MINE AND MILL SUPPLY, a/k/a SUMERIAN MINING CO. OF SPOKANE,
a/k/a WASHINGTON RESOURCES, INC.); and CALLAHAN MINING CORP.,
Defendants, No. CV-12-0381-LRS (E.D. Wash.).  A copy of the
Court's Nov. 27, 2012 Order is available at http://is.gd/4deSBf
from Leagle.com.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASHLAND UNIVERSITY: Moody's Cuts Rating on 2010 Bonds to 'B3'
-------------------------------------------------------------
Moody's Investors Service has downgraded to B3 from Ba3 the rating
on Ashland University's Series 2010 bonds issued through the Ohio
Higher Educational Facility Commission. The rating was placed
under review for further possible downgrade on September 10, 2012.
The rating outlook is negative and Moody's has concluded Moody's
review.

Summary Rating Rationale

The downgrade of Ashland University's rating to B3 and negative
outlook are based on Moody's expectation that the university will
continue to face severe liquidity pressure and a challenged market
position as a heavily tuition-dependent private university in
Ohio. The B3 rating also reflects the university's complex debt
structure that includes variable rate demand debt, covenants,
cross default provisions, bullet maturities, and interest rate
derivatives. In addition, nearly all of Ashland's unrestricted
funds secure bank loans placing the Series 2010 bonds in a
subordinate position that could impact expected recovery if an
event of default caused acceleration. The university's extremely
thin unrestricted monthly liquidity provides very modest coverage
of expenses and is inadequate to cover demand debt. The rating
also reflects pressure on net tuition growth, thin debt service
coverage, and enrollment declines.

Challenges

* Insufficient monthly liquidity to cover demand debt with $8.1
   million of unrestricted liquidity covering only 18.1% of
   demand debt and providing 34.2 monthly days cash on hand based
   on FY 2012 financials.

* Complex debt structure, which includes secured variable rate
   loans from three separate banks. Loans terms include financial
   covenants, cross default provisions, and bullet maturities.
   Further, nearly all of the university's unrestricted operating
   funds secure bank agreements, ultimately placing the Series
   2010 bondholders in a subordinate position.

* Rising debt and frail balance sheet with $1.8 million of
   expendable financial resources, covering $88 million of debt
   and operating expenses each just 0.02 times in FY 2012. Debt
   has grown rapidly, above and beyond Moody's earlier
   expectations for capital and borrowing needs.

* Stiff competition as a private university in Ohio, a state
   with many public and private university options, history as a
   teachers' college, and declining number of high school
   graduates are credit challenges given the university's high
   dependence on student charges of 86.8%.

* Extended schedule for receipt of pledges for capital projects
   with payment of some pledges over a 20-year period; pledge
   payment schedule extends beyond bullet maturity dates. The
   next bullet maturity date of approximately $18 million is on
   August 21, 2014 for a bank loan.

* Management turnover within the last two years in key areas of
   enrollment and fundraising.

Strengths

* Management's ability to adjust expenses to substantially
   address a significant revenue shortfall due to an
   unanticipated 7.8% decline in fall 2011 enrollment generating
   0.7% operating margin in FY 2012 based on financials.

* Favorable history of fundraising evidenced by a three-year
   average gift revenue of $9.8 million from FY 2010-FY 2012.
   Moody's notes that a large portion of the university's gifts
   are temporarily or permanently restricted. The university is
   planning a comprehensive campaign.

* The Series 2010 bondholders benefit from a cash funded debt
   service reserve fund, funded at MADS in FY 2012.

Outlook

The negative outlook reflects ongoing pressure on the university's
market position, net tuition revenue growth (its primary revenue
stream) and liquidity. It also reflects debt structure risks,
refinancing risk of an expiring bank loan in 2014, and Moody's
expectation of a minimal threshold to its debt service ratio
covenant in the near term given ongoing enrollment declines and
reduction in net tuition per student.

WHAT COULD CHANGE THE RATING UP

Unlikely given the recent downgrade and negative outlook. Any
upgrade would be driven by stable enrollment and net tuition
trends coupled with significant growth of unrestricted liquidity,
growth of headroom under financial covenant requirements, and
reduction of demand debt

WHAT COULD CHANGE THE RATING DOWN

Violation of covenant requirements that may result in acceleration
of all or a portion of debt; inability to refinance bank
agreements; additional borrowing or further erosion or encumbrance
of unrestricted liquidity; failure to receive gifts as planned;
further declines in enrollment; continued stagnant or declining
net tuition revenue or net tuition per student

Principal Rating Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


ATP OIL & GAS: In Talks to Amend DIP Agreement with Credit Suisse
-----------------------------------------------------------------
ATP Oil & Gas Corporation, on Aug. 29, 2012, entered into a Senior
Secured Super Priority Priming Debtor in Possession Credit
Agreement with the lenders party thereto, Credit Suisse AG, as the
administrative agent and collateral agent, and Credit Suisse
Securities (USA) LLC, as the sole bookrunner and sole lead
arranger, which was amended on Sept. 20, 2012.  The Company, the
Lenders and the Agent are in negotiations to further amend the DIP
Credit Agreement.

In connection with the potential amendment to the DIP Credit
Agreement, the Company may be required to conduct a sales process
with respect to certain of the assets of the Company.  In
connection with that sales process, the Company has made
accessible to prospective purchasers the information regarding the
Company's estimated proved, probable and possible reserves and
future revenue, as of Oct. 1, 2012, with respect to the interests
of the Company in and related to Breton Sound Blocks 45 and 52,
High Island A Blocks 580 and 589, Main Pass Block 123 and Ship
Shoal Blocks 351 and 358, located in the Gulf of Mexico.

A copy of the Internal Reserve Report is available for free at:

                        http://is.gd/pvrWdI

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Porter Hedges LLP serves as local
co-counsel.  Munsch Hardt Kopf & Harr, P.C., is the conflicts
counsel.  Opportune LLP is the financial advisor and Jefferies &
Company is the investment banker.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Blackhill Partners, LLC, provided
James R. Latimer, III as chief restructuring officer to the
Debtor.  Filings with the Bankruptcy Court and claims information
are available at http://www.kccllc.net/atpog

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.  In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.   Duff & Phelps Securities, LLC, serves as its financial
advisors.  The Committee tapped Epiq Bankruptcy Solutions, LLC as
its information agent.

As of Sept. 30, 2012, ATP Oil had total assets of $3.13 billion,
total liabilities of $3.18 billion and total stockholders' deficit
of $41.27 million.


ATP OIL & GAS: Equity Professionals May End Up Working for Free
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ATP Oil & Gas Corp. equity holders selected lawyers
and financial advisers who will be paid only if the bankruptcy
reorganization culminates in a distribution for preferred or
common shareholders.

According to Mr. Rochelle, the equity committee professionals are
likely to end up working for free, judging by the prices ATP debt
is bringing on the bond market.  The $1.5 billion in 11.875%
second-lien notes traded Nov. 29 for 8 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The price indicates
there's a long way to go before creditors are paid in full and
equity has a recovery.

The report relates that last month, U.S. Bankruptcy Judge Marvin
Isgur in Houston said he would permit formation of an official
equity committee for the oil and gas producer only if the
professionals were hired on a contingency.

Mr. Rochelle notes that the equity committee may find out sooner
rather than later whether the bond market is an accurate
prediction about the company's value.  Secured lenders are forcing
ATP to sell the assets early next year.

The report recounts that in October a geologist's report to the
lenders produced results kicking in provisions in the loan
agreement requiring the commencement of asset sales.  ATP filed
papers with Judge Isgur for approval of amendments to the loan
agreement.  If Judge Isgur goes along, there must be approval of
sale procedures for shallow-water properties by Jan. 24, followed
by a Feb. 26 auction.  For deep-water properties, auction
procedures must be approved by Feb. 14, followed by a March 26
auction.

The equity committee, the report relates, will return to court on
Dec. 20 seeking formal authority to hire professionals.  The
lawyers will be paid $1.5 million only if there is a
reorganization that includes a recovery by common or preferred
shareholders.  In addition, the lawyers will receive 1% of the
recovery by preferred shareholders and 2.5% of common
shareholders' recovery.  The financial advisers will receive 1.5%
of equity holders' recoveries.  The law firm to represent the
committee is Diamond McCarthy LLP and the financial advisers are
from Gordian Group LLC.

ATP and the official creditors' committee opposed having an equity
committee, saying there is no realistic possibility that
shareholders would receive a distribution through a Chapter 11
plan.

                          About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Porter Hedges LLP serves as local
co-counsel.  Munsch Hardt Kopf & Harr, P.C., is the conflicts
counsel.  Opportune LLP is the financial advisor and Jefferies &
Company is the investment banker.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Blackhill Partners, LLC, provided
James R. Latimer, III as chief restructuring officer to the
Debtor.  Filings with the Bankruptcy Court and claims information
are available at http://www.kccllc.net/atpog

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

New financing is being provided by some of the first lien lenders.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.   Duff & Phelps Securities, LLC, serves as its financial
advisors.  The Committee tapped Epiq Bankruptcy Solutions, LLC as
its information agent.


BERMO ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bermo Enterprises, Incorporated
        P.O. Box 426
        Schoolcraft, MI 49087

Bankruptcy Case No.: 12-10207

Chapter 11 Petition Date: November 26, 2012

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Arthur J. Spector, Esq.
                  BERGER SINGERMAN PA
                  350 E. Las Olas Boulevard, Suite 1000
                  Fort Lauderdale, FL 33301
                  Tel: (954) 525-9900
                  Fax: (954) 523-2872
                  E-mail: aspector@bergersingerman.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/miwb12-10207.pdf

The petition was signed by Edward Bernard, president.


BERNARD L. MADOFF: Trustee Seeks $61.7-Mil. for 5 Months' Work
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. and his primary bankruptcy lawyers filed papers
Thursday for approval of $61.7 million in fees for five months'
work between Feb. 1 and June 30.

According to the report, the requested fees include reductions
totaling almost $10 million, according to the papers.  There will
be a Dec. 19 hearing for approval of the fees.

The report relates that during the five months, trustee Irving
Picard and his principal lawyers from Baker & Hostetler LLP ran up
almost 180,000 hours in time charges, representing a $383 average
hourly rate.

The report notes that the trustee's work so far produced
$9.2 billion in collections for ultimate distribution to
creditors, not including $2 billion forfeit to the government that
likewise is destined for customer distribution.  The $9.2 billion,
according to the trustee, represents about 53% of customers'
claims totaling some $17.2 billion.  The trustee so far has
distributed $3.7 billion.  The remainder is being held back
pending resolution of appeals and litigation affecting how much is
available for distribution.

                      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.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BERRY PLASTICS: Swings to $23-Mil. Net Income in Sept. 29 Qtr.
--------------------------------------------------------------
Berry Plastics Group, Inc., recorded net income of $23 million on
$1.20 billion of net sales for the quarterly period ended
Sept. 29, 2012, compared with a net loss of $192 million on $1.22
billion of net sales for the quarterly period ended Oct. 1, 2011.

For the fiscal year ended Sept. 29, 2012, the Company reported net
income of $2 million on $4.76 billion of net sales, compared with
a net loss of $299 million on $4.56 billion of net sales for the
fiscal year ended Oct. 1, 2011.

The Company's balance sheet at Sept. 29, 2012, showed $5.02
billion in total assets, $5.50 billion in total liabilities and a
$475 million stockholders' deficit.

"Berry's improved product mix, aggressive cost reduction
initiatives, and lower costs for raw materials, coupled with
higher prices in certain of our product segments, allowed us to
achieve record earnings and reduce our leverage," said Jon Rich,
Chairman and CEO of Berry Plastics.  "While we are pleased with
our overall performance, the weakening global economic environment
will present challenges to our industry and to Berry."

"Our strategic actions are allowing us to continue to strengthen
the Company's balance sheet, maintain significant liquidity, and
generate substantial free cash flow," said Rich.  "Going forward,
we will continue to execute on our strategies to further reduce
our overall debt leverage, pursue innovative organic growth
opportunities, identify value adding acquisitions that can be
accretive to shareholder value, and take steps to grow our
business internationally."

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

                        http://is.gd/F1CgVO

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at April 2, 2011, showed $5.54 billion
in total assets, $5.34 billion in total liabilities, and
$202 million in total stockholders' equity.

                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BILLMYPARENTS INC: Has Endorsement Agreement with Justin Bieber
---------------------------------------------------------------
BillMyParents, Inc., entered into a Promotion/Endorsement
Agreement with Justin Bieber Brands, LLC, pursuant to which Justin
Bieber Brands, LLC, will promote and endorse the Company's
products through various media set forth in the Agreement.
Services include the approved use of Justin Bieber's likeness and
image, and promotion of the Company's products across social
media, including postings on Facebook, Twitter and Instagram,
videos, voicemail and e-mail messages from Justin Bieber to
Company cardholders, and other cardholder experiences.  The
Agreement commences upon the Effective Date and will have a term
of 14 months, unless extended as provided in the Agreement.

In consideration for Justin Bieber Brands, LLC, promoting the
Company's products, the Company has agreed to pay Justin Bieber
Brands, LLC, a material non-refundable fee.  In addition to the
Advance, for each account that is opened during the Term and is
attributable to the Agreement, the Company has agreed to pay
Justin Bieber Brands, LLC, monthly incentive compensation per
active Justin Bieber Brands, LLC Account.  The Company has also
agreed to pay Justin Bieber Brands, LLC, a per month royalty per
active Justin Bieber Brands, LLC, Account.  The Advance is
recoupable from Royalty payments made to Justin Bieber Brands,
LLC.  Upon the expiration of the Agreement, Justin Bieber Brands,
LLC will be entitled to receive the Royalty payments, subject to
the recoupment of the Advance, and the Incentive Compensation, in
perpetuity.

Pursuant to the terms of the Agreement, the Company has issued to
Justin Bieber Brands, LLC, warrants to purchase two million shares
of the Company's common stock, as follows: warrants to purchase
one million shares of the Company's common stock vested upon the
Effective Date, and warrants to purchase another one million
shares of the Company's common stock will vest in equal monthly
installments during the Term, each exercisable at an exercise
price equal to the mean of the high and low prices of the
Company's common stock on the last trading day before the
Effective Date.  If the Agreement is terminated due to the
Company's breach of the Agreement, the remaining warrants will
vest immediately upon that termination.

The Company has also issued Justin Bieber Brands, LLC, warrants to
purchase up to an additional two million shares of the Company's
common stock.  The Additional Warrant is exercisable for the
number of shares of the Company's common stock equal to five times
the number of active Justin Bieber Brands, LLC, Accounts in effect
at the end of the Term, provided there are more than two hundred
fifty thousand active Justin Bieber Brands, LLC, Accounts as of
the last day of the Term.  The Additional Warrant will be
exercisable no more rapidly than in equal monthly installments
during the six month period immediately following the Term at an
exercise price equal to the mean of the high and low prices of the
Company's common stock on the last trading day before the
Effective Date.  In the event the product of five times the number
of active Justin Bieber Brands, LLC, Accounts exceeds two million,
the Company will issue Justin Bieber Brands, LLC, an "End of Term
Warrant" for the number of shares in excess of two million.  The
exercise price of the End of Term Warrant will be the arithmetic
mean of the high and low prices of the Company's common stock on
the last trading day before the date of the issuance of the End of
Term Warrant.

If the Agreement is extended, Justin Bieber Brands, LLC, will be
entitled to receive the Royalty and Incentive Compensation in
perpetuity, plus additional warrants to purchase two million
shares of the Company's common stock for any such Extension
Period.  Extension Warrants will vest equally on a monthly basis
and will have an exercise price equal to the mean of the high and
low prices of the Company's common stock on the last trading day
before the date of issuance of each Extension Warrant.

                        About BillMyParents

San Diego, Calif.-based BillMyParents, Inc., markets prepaid cards
with special features aimed at young people and their parents.
BMP is designed to enable parents and young people to collaborate
toward the goal of responsible spending.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, BDO USA, LLP,
expressed substantial doubt about the Company's ability to
continue as a going concern.  BDO noted that the Company has
incurred net losses since inception and has an accumulated
deficit, and stockholders' deficiency at Sept. 30, 2011.

The Company reported a net loss of $14.2 million for the fiscal
year ended Sept. 30, 2011, compared with a net loss of
$6.9 million for the fiscal year ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2012, showed $7.83 million
in total assets, $1.47 million in total liabilities, all current,
and $6.36 million in total stockholders' equity.


BIOLIFE SOLUTIONS: Inks 4th Amendment to Lease with Monte Villa
---------------------------------------------------------------
BioLife Solutions, Inc., entered into a Fourth Amendment to Lease
with Monte Villa Farms LLC to enlarge the premises leased by the
Company, extend the term of the lease, dated as of Aug. 1, 2007,
and to make other modifications to the terms and conditions of the
Original Lease, as amended.

The premises leased pursuant to the Original Lease consisted of
approximately 4,366 rentable square feet of space in the building
located at 3303 Monte Villa Parkway, Bothell, Washington.  The
Company leased an additional 5,798 rentable square feet of space
in the Building pursuant to the First Lease Amendment.  The Second
Lease Amendment expanded the premises leased by the Company from
the Landlord to approximately 20,462 rentable square feet.  The
Third Lease Amendment expanded the premises to 20,761 rentable
square feet.  The Fourth Lease Amendment expanded the premises to
25,864 rentable square feet.

                       About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

The Company reported a net loss of $1.95 million in 2011, compared
with a net loss of $1.98 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.41 million in total assets, $15.45 million in total liabilities
and a $12.03 million total shareholders' deficiency.

Following the 2011 results, Peterson Sullivan LLP, in Seattle,
Washington, expressed substantial doubt about BioLife Solutions'
ability to continue as a going concern.  The independent auditors
noted that the Company has been unable to generate sufficient
income from operations in order to meet its operating needs and
has an accumulated deficit of $54 million at Dec. 31, 2011.


BIOPACK ENVIRONMENTAL: Files Last Year's Form 10-Qs
---------------------------------------------------
Biopack Environmental Solutions, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net profit of $258,627 on $0 of revenue for the
three months ended June 30, 2011, compared with a net loss of
$272,036 on $0 of revenue for the same period during the prior
year.  For the six months ended June 30, 2011, the Company
reported a net loss of $213,969 on $0 of revenue, compared with a
net loss of $243,070 on $0 of revenue for the same period a year
ago.

For the three months ended Sept. 30, 2011, the Company reported a
net loss of $37,472 on $0 of revenue, compared with a net loss of
$379,977 on $0 of revenue for the same period a year ago.  The
Company incurred a net loss of $251,441 on $0 of revenue for the
nine months ended Sept. 30, 2011, compared with a net loss of
$623,047 on $0 of revenue for the same period during the preceding
year.

The Company's balance sheet at Sept. 30, 2011, showed $5,409 in
total assets, $2.27 million in total liabilities and a $2.26
million in total deficiency in stockholders' equity.

A copy of the Form 10-Q for the quarter ended June 30, 2011 is
available for free at http://is.gd/nfdajW

A copy of the Form 10-Q for the quarter ended Sept. 30, 2011, is
available for free at http://is.gd/C64G9u

                     About Biopack Environmental

Kowloon, Hong Kong-based Biopack Environmental Solutions Inc.
develops, manufactures, distributes and markets bio-degradable
food containers and disposable industrial packaging for consumer
products.  The Company supplies its biodegradable food containers
and industrial packaging products to multinational corporations,
supermarket chains and restaurants located across North America,
Europe and Asia.

The Company has a factory in Jiangmen City in the People's
Republic of China.

The Company reported a net loss $472,596 on $3,594 of revenue for
the three months ended March 31, 2011, compared with net profit of
$28,966 on $68,639 of revenue for the same period during the prior
year.

                           Going Concern

As reported by the TCR on April 26, 2011, Wong Lam Leung & Kwok
C.P.A. Limited, in Hong Kong, expressed substantial doubt about
Biopack Environmental's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss of $2.4 million for the year ended Dec. 31, 2010, and had an
accumulated deficit of $7.3 million and a working capital deficit
of $2.2 million as of Dec. 31, 2010.

The Company said that its future is dependent upon its attaining
profitable operations and raising the capital it will require in
order to achieve profitable operations through the issuance of
equity securities, borrowings or a combination thereof.


BIOZONE PHARMACEUTICALS: Amends 8.3MM Common Shares Prospectus
--------------------------------------------------------------
Biozone Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission an amendment no.4 to the Form S-1 registration
statement relating to the sale by Aero Liquidating Trust of up to
8,345,310 shares of the Company's common stock.  All of these
shares of common stock are being offered for resale by the selling
stockholder.

The Company will bear all costs relating to the registration of
these shares of its common stock, other than any selling
stockholder's legal or accounting costs or commissions.

The Company's common stock is quoted on the Over-the-Counter
Bulletin Board under the symbol "BZNE.OB".  The last reported sale
price of the Company's common stock as reported by the OTC
Bulletin Board on Nov. 27, 2012, was $1. 50 per share.

A copy of the amended prospectus is available at:

                        http://is.gd/VNtAFa

                   About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Paritz and Company. P.A., in Hackensack,
N.J., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company does not have sufficient cash balances to meet working
capital and capital expenditure needs for the next twelve months.
In addition, as of Dec. 31, 2011, the Company has a shareholder
deficiency and negative working capital of $4.37 million.  The
continuation of the Company as a going concern is dependent on,
among other things, the Company's ability to obtain necessary
financing to repay debt that is in default and to meet future
operating and capital requirements.

Biozone reported a net loss of $5.45 million in 2011, compared
with a net loss of $319,813 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$8.25 million in total assets, $8.33 million in total liabilities
and a $74,927 total shareholders' deficiency.


BLAST ENERGY: Inks Fourth Amendment to Centurion Promissory Notes
-----------------------------------------------------------------
PEDEVCO CORP., formerly Blast Energy Services, Inc., entered into
the Fourth Amendment to Senior Secured Promissory Notes with
Centurion Credit Funding LLC, which amends certain provisions of
the Senior Secured Promissory Note (First Tranche) and Senior
Secured Promissory Note (Second Tranche) previously issued by the
Company to the Lender, each dated Feb. 24, 2011, as amended
several times.

The Promissory Notes were amended to, among other things:

   (i) permit the conversion of an additional $392,045 of the
       total outstanding principal amounts, exit fees, and accrued
       interest under the Promissory Notes into common stock of
       the Company at the conversion price of $0.75 per share,
       thereby waiving the previously agreed upon limitation on
       conversion to 50% of the loan amount; and

  (ii) provide for the prepayment and full satisfaction of the
       Promissory Notes by the Company upon the payment by the
       Company to the Lender of the amount of $200,000.

In connection with the Fourth Amendment to the Promissory Notes,
the Company has issued the Lender shares for the additional
conversion amount and has authorized the Lender to sweep the
Payoff Amount from the Company's bank account that is subject to a
deposit account control agreement previously entered into by and
between the Company and the Lender.  Including the conversion of
shares, the Lender has converted an aggregate of $1,029,545 of
principal and accrued interest, into an aggregate of 1,372,727
shares of the Company's common stock.  The Lender also
concurrently exercised its warrant in full, on a cashless basis,
to purchase 106,633 shares of Common Stock.

A copy of the Fourth Amendment is available for free at:

                        http://is.gd/B33ViG

          Amendment to Esenjay 2011 Purchase Agreement

On Nov. 20, 2012, the Company entered into the Closing Payment
Extension Amendatory Letter Agreement with Esenjay Oil & Gas,
Ltd., Winn Exploration Co., Inc., Lacy Properties, Ltd., and Crain
Energy, Ltd.  The Esenjay Amendment amends certain provisions of
the Purchase and Sale Agreement, dated Aug. 23, 2011, entered into
by and between the Company and the Sellers, pursuant to which the
Company acquired certain oil and gas interests in the Niobrara
Shale play in Weld County, Colorado.

Pursuant to the Purchase Agreement, as partial consideration for
the acquisition of the Assets, the Company was required to either
issue to the Sellers Series A Preferred Stock in November 2012
valued at $1,000,000, or, upon the Sellers' election, make payment
of $1,000,000 to the Sellers in cash in lieu of such Preferred
Stock issuance.  The Company was notified by the Sellers that they
desired to receive cash in lieu of the Preferred Stock.  In order
to conserve the Company's cash, the Company and the Sellers
entered into the Esenjay Amendment to provide for the deferral of
the payment of the aggregate $1,000,000 due to the Sellers to
Feb. 18, 2013, in exchange for an aggregate cash payment of
$100,000 to the Sellers payable on Nov. 26, 2012, and the issuance
of an aggregate of 133,334 shares of Preferred Stock to the
Sellers, all as set forth in the Esenjay Amendment.  Pursuant to
the Esenjay Amendment, the Company has paid to the Sellers the
aggregate amount of $100,000, and issued an aggregate of 133,334
shares of Series A Preferred Stock to the Sellers.  Each share of
Series A Preferred Stock is convertible at the option of the
holder at any time into one share of the Company's common stock.
In addition, all shares of Series A Preferred Stock will
automatically convert into shares of Common Stock on Jan. 27,
2013, or on such earlier date as consented to by the holders of a
majority of those shares.

A copy of the Letter Agreement is available for free at:

                        http://is.gd/vykMZY

                         About Blast Energy

Houston, Texas-based Blast Energy Services, Inc., is seeking to
become an independent oil and gas producer with additional revenue
potential from its applied fluid jetting technology.  The Company
plans to grow operations initially through the acquisition of oil
producing properties and then eventually, to acquire oil and gas
properties where its applied fluid jetting process could be used
to increase the field production volumes and value of the
properties in which it owns an interest.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million for 2011,
compared with a net loss of $1.51 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$11.62 million in total assets, $3.96 million in total
liabilities, $1.25 million in redeemable series A convertible
preferred stock, and $6.41 million in total stockholders' equity.


BUENA YUMA: Files for Chapter 11 in Phoenix
-------------------------------------------
Buena Yuma, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 12-25518) in Phoenix on Nov. 28.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $1 million in assets and at
least $50 million in liabilities.

The Debtor on the Petition Date filed an application to employ
Snell & Wilmer L.L.P. as counsel.

There's a meeting of creditors under 11 U.S.C. Sec. 341(a)
scheduled for Jan. 3, 2013.


BUENA YUMA: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: Buena Yuma, LLC
        7001 N. Scottsdale Road, Suite #2050
        Scottsdale, AZ 85253
        Tel: (480) 840-8400

Bankruptcy Case No.: 12-25518

Chapter 11 Petition Date: November 28, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Andrew Hardenbrook, Esq.
                  SNELL & WILMER, LLP
                  One Arizona Center
                  400 E. Van Buren Street
                  Phoenix, AZ 85004-2202
                  Tel: (602) 382-6229
                  Fax: (602) 382-6070
                  E-mail: ahardenbrook@swlaw.com

                         - and ?

                  Christopher H. Bayley, Esq.
                  SNELL & WILMER, LLP
                  One Arizona Center
                  400 E. Van Buren Street
                  Phoenix, AZ 85004-0001
                  Tel: (602) 382-6214
                  Fax: (602) 382-6070
                  E-mail: CBayley@swlaw.com

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

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

The petition was signed by Lawrence D. Bain, managing director of
ITH Partners, LLC, authorized representative.

Debtor's List of Its Three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
NWRA Ventures l, LLC               Guaranty            $68,081,225
Gorporation Trust Center
1209 Orange Street
Wilminqton, DE 19801

Paradigm Tax Group                 Services                $38,627
3030 North Central Avenue, Suite # 1001
Phoenix, AZ 85012

Smith-Roberts, lnc.                Property Survey          $8,531
100 NE 5th Street
Oklahoma City, OK 73104


BUILDERS FIRSTSOURCE: S&P Revises Outlook on 'CCC' CCR to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Dallas-
based Builders FirstSource Inc. to negative from positive.

"At the same time, we affirmed our 'CCC' corporate credit rating
and affirmed our 'CC' issue rating on Builder FirstSource's $140
million second lien notes due 2016. The recovery rating is '6',
which indicates our expectation for negligible (0% to 10%)
recovery in the event of a default," S&P said.

"The outlook revision and rating reflect our view that Builders
FirstSource could approach, or possibly breach, its minimum
liquidity covenant by the end of 2013, as it draws down its cash
balance to fund an expected interest coverage shortfall and
increased working capital needs," said Standard & Poor's credit
analyst James Fielding. The company's "highly leveraged" inancial
risk reflects its very heavy and expensive debt burden and its
"vulnerable" business risk acknowledges that demand for the
company's products is highly cyclical and is only beginning to
recover from very weak levels.

Builders FirstSource is a leading manufacturer and supplier of
products for new home construction. Its sales are recovering,
albeit off very deep cyclical lows. 2012 sales are on track to
exceed $975 million, a better than 25% improvement over 2011. "Our
baseline scenario for 2013 indicates sales will climb another 35%
to $1.3 billion. This growth closely mirrors our estimate that
U.S. housing starts will be up 26% in 2012 and our economists'
forecast that starts will be up 36% in 2013," S&P said.

"The negative outlook acknowledges heightened constraints on the
company's liquidity in an improving operating environment for
Builders FirstSource. We estimate that the company will likely
draw its cash balance down near its $35 million minimum liquidity
threshold by the end of 2013, to fund an expected interest
coverage shortfall and increased working capital needs related to
improved sales. We would lower our rating if the company is unable
to negotiate covenant relief with its lenders or otherwise bolster
a liquidity position that we view to be less than adequate. A
downgrade could occur as early as the spring of 2013 if the
traditional new home selling season is strong and it appears that
the industry will hit our one million new housing starts
forecast," S&P said.

"Despite our expectations for continued improvement in residential
construction, an upgrade is unlikely over the next 12 months
unless the company obtains sufficient liquidity to fund increased
working capital needs over the next two years," S&P said.


CANAL CAPITAL: $620,000 Profit for 9 Months Ended July 31, 2012
---------------------------------------------------------------
Canal Capital Corporation filed with the U.S. Securities and
Exchange Commission its quarterly reports for the three quarters
of 2012.

As a result of financial constraints, the Company's financial
statements for the fiscal years ended Oct. 31, 2011, 2010 and
2009, and for the interim fiscal quarters had not been previously
audited or reviewed by an independent auditor.  In February 2012,
the Company received notice from the SEC of its obligation to file
audited and reviewed financial statements with its periodic
reports and nine of its periodic reports were appropriately
amended and filed with the SEC on Oct. 30, 2012.

The Company recorded net income of $5,316 on $70,244 of real
estate revenues for the three months ended Jan. 31, 2012, compared
with a net loss of $62,470 on $70,244 of real estate revenues for
the same period a year ago.  A copy of the January 31 Form 10-Q is
available for free at http://is.gd/LNaQ2Z

For the three months ended April 30, 2012, Canal Capital reported
net income of $143,797 on $914,801 of real estate revenues,
compared with a net loss of $66,471 on $66,244 of real estate
revenues for the same period during the preceding year.  A copy of
the April 30 Form 10-Q is available at http://is.gd/HsI1uB

For the three months ended July 31, 2012, the Company reported
net income of $470,534 on $883,861 of real estate revenues,
compared with a net loss of $241,532 on $66,244 of real estate
revenues for the same period during the prior year.  The Company
reported net income of $619,647 on $1.86 million of real estate
revenues for the nine months ended July 31, 2012, compared with a
net loss of $370,473 on $202,732 of real estate revenues for the
same period a year ago.

The Company's balance sheet at July 31, 2012, showed $2.82 million
in total assets, $1.43 million in total liabilities and $1.39
million in stockholders' equity.

A copy of the July 31 Form 10-Q is available for free at:

                        http://is.gd/rEmFVh

"While the Company is currently operating as a going concern,
certain significant factors raise substantial doubt about the
Company's ability to continue as a going concern.  The Company has
suffered recurring losses from operations and is obligated to
continue making substantial annual contributions to its defined
benefit pension plan."

                        About Canal Capital

Port Jefferson Station, N.Y.-based Canal Capital Corporation is
engaged in two distinct businesses -- real estate and stockyard
operations.

Canal's real estate properties are located in Sioux City, Iowa,
South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and
Sioux Falls, South Dakota.  The properties consist, for the most
part, of an Exchange Building (commercial office space), land and
structures leased to third parties (rail car repair shops, lumber
yards and various other commercial and retail businesses) as well
as vacant land available for development or resale.

Canal currently operates one central public stockyard located in
St. Joseph, Missouri.  Canal closed the stockyard it operated in
Sioux Falls, South Dakota in December 2009.

Canal's stock is no longer listed over-the-counter on the "pink
sheets".  The stock was delisted by the SEC as a result of Canal's
filing its fiscal 2009 Form 10-K without benefit of an independent
audit.


CASCADES INC: S&P Revises Outlook on 'BB-' CCR on Weak Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Kingsey
Falls, Que.-based packing and tissue manufacturer Cascades Inc. to
negative from stable. "At the same time, Standard & Poor's
affirmed its ratings on the company, including its 'BB-' long-term
corporate credit rating," S&P said.

"We base the outlook revision on what we consider a weaker-than-
expected financial performance in the company's containerboard and
boxboard segments, leading to a slower pace of deleveraging than
previously expected," said Standard & Poor's credit analyst
Jatinder Mall.

"The ratings on Cascades reflect what Standard & Poor's views as
the company's fair business risk profile and aggressive financial
risk profile. The strengths are visible in Cascades' good market
position in a consolidated industry, diverse revenue stream, and
vertical integration. These strengths are partially offset, in our
opinion, by what we see as the company's exposure to the cyclical
boxboard and containerboard markets, volatile recycled fiber
prices, and high debt levels," S&P said.

"Cascades is an integrated packaging and tissue company that
manufactures, converts, collects, and processes recycled paper. It
is the No. 1 containerboard producer in Canada, the second-largest
producer of coated recycled boxboard in Europe, and fourth-largest
tissue producer in North America. The company operates facilities
in Canada, the U.S., and Europe," S&P said.

"The negative outlook reflects our view that Cascades' weaker-
than-expected earnings through 2012 have resulted in slower
deleveraging than previously expected. While we believe the
company will improve earnings and adjusted leverage metrics
commensurate with an aggressive financial risk profile in the
next year, it will require a favorable operating environment to
continue through 2013. Based on our expectation of recycled input
prices, we believe Cascades' EBITDA generation will improve
marginally in 2013 and adjusted debt-to-EBITDA will decline to
about 5.2x. Standard & Poor's would likely lower the ratings on
the company if margins do not recover as expected in the first
half of 2013, leading to lower-than-expected EBITDA and a
stabilized leverage greater than 5x. Given our expectations, an
upgrade is unlikely in the near term but would require substantial
repayment of debt demonstrating its ability to sustain a leverage
of 3.5x," S&P said.


CATALYST PAPER: Picks MLR as Stalking Horse for Snowflake Assets
----------------------------------------------------------------
Catalyst Paper has accepted a qualified stalking horse bid from
MLR Ventures, LLC, as part of the sales process for disposition of
the Snowflake facility and Apache Railway.

"We have received a $12.0 million Stalking Horse bid for the
assets and land associated with the Snowflake facility and the
equity of Apache Railway," said President and Chief Executive
Officer Kevin J. Clarke.  "We look forward to beginning the next
phase of the sale process and to identifying a qualified buyer in
the near term."

The bid by the Stalking Horse is subject to higher and better
offers obtained through the US Court-approved sale and investor
solicitation procedures.  Catalyst Paper expects to receive
binding bids for the assets from qualified bidders on Dec. 7,
2012, and expects to hold an auction among qualified bidders on
Dec. 17, 2012, in New York City.  A hearing in the US Court is
scheduled for Dec. 19, 2012, to consider approval of the sale.

                        About Catalyst Paper

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

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.

As reported by the TCR on Sept. 17, 2012, Catalyst Paper has
successfully completed its previously announced reorganization
pursuant to its Second Amended and Restated Plan of
Compromise and Arrangement under the Companies' Creditors
Arrangement Act.

Catalyst Paper's balance sheet at Sept. 30, 2012, showed
C$1.04 billion in total assets, C$887.3 million in total
liabilities and C$152.8 million in equity.


CENTER OF HOPE: Nevada Court Expunges Lis Pendens
-------------------------------------------------
Nevada District Judge Robert C. Jones granted the request of Wells
Fargo Bank Nevada N.A., to expunge the lis pendens in a
foreclosure suit against Center of Hope Christian Fellowship,
Local, Church of God in Christ.  The church obtained a $500,000
loan to purchase the real property at 1327 Pyramid Way, in Sparks,
Nevada.  The church faced foreclosure following default on the
Note.  Rather than initiate arbitration as ordered by Court, the
church filed for Chapter 11 bankruptcy protection just hours
before the preliminary injunction expired by its own terms at
midnight on May 9, 2011.  The bankruptcy petition was dismissed as
improper.  Wells Fargo noted that a trustee's sale has been
conducted, where the creditor purchased the property via a credit
bid.

The case is CENTER OF HOPE CHRISTIAN FELLOWSHIP, LOCAL, CHURCH OF
GOD IN CHRIST, Plaintiff, v. WELLS FARGO BANK NEVADA, N.A. et al.,
Defendants, No. 3:11-cv-00173-RCJ-VPC (D. Nev.).  A copy of Judge
Jones' Nov. 27, 2012 Order is available at http://is.gd/fmE1Pj
from Leagle.com.


CENTRAL EUROPEAN: Asks Russian Standard to Make a Purchase Offer
----------------------------------------------------------------
Central European Distribution Corporation reponded to the letters
of Mark Kaufman dated Nov. 14, 2012, and Nov. 19, 2012, wherein
the Company reiterates its commitment to all its stakeholders.

Mr. Kaufman, CEDC's second largest shareholder, in his letters,
expressed his profound concern and deep frustration regarding the
financial and operating condition of CEDC.

In reply, CEDC urged Russian Standard Corporation, its largest
stakeholder, to make an offer to buy the Company.

"[I]f Russian Standard wants total control of CEDC to the
exclusion of other stakeholders, Russian Standard should make an
offer to buy the Company or step up with a definitive and binding
offer to help the Company through its financing issues."

With regard to the issue of Mr. Kaufman's non-inclusion on the
Board of Directors, CEDC said: "You were an accomplished executive
and owner of the Whitehall spirits business in Russia that was
sold to CEDC - that does not necessarily make you an ideal
candidate to be an independent director of CEDC at this time.
That was the judgment of the Nominating Committee, the Special
Committee, and the Board (including our Chairman, Mr. Tariko), and
we would ask you to respect that judgment."

CEDC said it shares Mr. Kaufman's concern and frustration about
its share price performance and the lack of progress in securing
the Russian Standard funding commitments.  "Indeed, we ask you to
help us to either bring Russian Standard back to the table or
support CEDC as it considers its alternatives," CEDC relates.

CEDC intends to have its Annual Meeting as soon as the SEC
finalizes its review of CEDC's preliminary proxy statement.

A copy of CEDC's November 21 letter is available for free at:

                        http://is.gd/dS4HQc

Mr. Kaufman said in a regulatory filing that he noted the letter
dated Nov. 21, 2012, from the Special Committee of CEDC's Board of
Directors in response to his November 19 Letter.  Mr. Kaufman
added he will not have any response to the November 21 Letter,
despite its numerous inaccuracies and misstatements.  He stands by
the November 19 Letter, and continues to urge CEDC and its Board
of Directors to engage actively with CEDC's stockholders and other
stakeholders, and with Russian Standard and all other financial
and strategic partners available to CEDC.

                             About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

The Company's balance sheet at Sept. 30, 2012, showed
$1.98 billion in total assets, $1.73 billion in total liabilities,
$29.44 million in temporary equity, and $210.78 million in total
stockholders' equity.

                             Liquidity

Certain credit and factoring facilities are coming due in 2012,
which the Company expects to renew.  Furthermore, the Company's
Convertible Senior Notes are due on March 15, 2013.  The Company's
current cash on hand, estimated cash from operations and available
credit facilities will not be sufficient to make the repayment of
principal on the Convertible Notes and, unless the transaction
with Russian Standard Corporation is completed the Company may
default on them.  The Company's cash flow forecasts include the
assumption that certain credit and factoring facilities that are
coming due in 2012 will be renewed to manage working capital
needs.  Moreover, the Company had a net loss and significant
impairment charges in 2011 and current liabilities exceed current
assets at June 30, 2012.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

The transaction with Russian Standard Corporation is subject to
certain risks, including shareholder approval which may not be
obtained.  The Company's 2012 Annual Meeting of Stockholders,
which was postponed due to the need to restate the Company's
financial statements, is expected to be held as soon as
practicable.  The Company believes that if the transaction is
completed as scheduled, the Convertible Notes will be repaid by
their maturity date, which would substantially reduce doubts about
the Company's ability to continue as a going concern.

                           *     *     *

As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings
Services kept on CreditWatch with negative implications its 'CCC+'
long-term corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o.

"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.

In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service
has downgraded the corporate family rating (CFR) and probability
of default rating (PDR) of Central European Distribution
Corporation (CEDC) to Caa2 from Caa1.

"The downgrade reflects delays in CEDC securing adequate
financing to repay its US$310 million of convertible notes due
March 2013 which are increasing Moody's concerns that the
definitive agreement for a strategic alliance between CEDC and
Russian Standard Corporation (Russian Standard) might not
conclude at the current terms," says Paolo Leschiutta, a Moody's
Vice President - Senior Credit Officer and lead analyst for CEDC.


CEREPLAST INC: Hans Black Discloses 7% Equity Stake
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Hans P. Black and his affiliates disclosed
that, as of Nov. 21, 2012, they beneficially own 2,412,171 shares
of common stock of Cereplast Inc. representing 7.02% of the shares
outstanding.  A copy of the filing is available for free at:

                       http://is.gd/ttUmip

El Segundo, Calif.-based Cereplast, Inc., has developed and is
commercializing proprietary bio-based resins through two
complementary product families: Cereplast Compostables(R) resins
which are compostable, renewable, ecologically sound substitutes
for petroleum-based plastics, and Cereplast Sustainables(TM)
resins (including the Cereplast Hybrid Resins product line), which
replaces up to 90% of the petroleum-based content of traditional
plastics with materials from renewable resources.

The Company's balance sheet at June 30, 2012, showed $31.2 million
in total assets, $21.1 million in total liabilities, and
stockholders' equity of $10.1 million.

                         Bankruptcy Warning

"We have incurred a net loss of $6.3 million for the six months
ended June 30, 2012, and $14.0 million for the year ended Dec. 31,
2011, and have an accumulated deficit of $63.2 million as of
June 30, 2012.  Based on our operating plan, our existing working
capital will not be sufficient to meet the cash requirements to
fund our planned operating expenses, capital expenditures and
working capital requirements through Dec. 31, 2012, without
additional sources of cash.

"Our plan to address the shortfall of working capital is to
generate additional financing through a combination of sale of our
equity securities, additional funding from our new short-term
convertible debt financings, incremental product sales into new
markets with advance payment terms and collection of outstanding
past due receivables.  We are confident that we will be able to
deliver on our plans, however, there are no assurances that we
will be able to obtain any sources of financing on acceptable
terms, or at all.

"If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," the Company said in its quarterly report for the
peirod ended June 30, 2012.


CIRCLE STAR: Receives Funding for Drilling Operations in Kansas
---------------------------------------------------------------
Circle Star Energy Corp. announced that funding for drilling in
Northwest Kansas has been received and drilling operations for
their initial well is planned to commence by Dec. 10, 2012.

Jeff Johnson, CEO commented, "Circle Star Energy has been looking
forward to these next phases of drilling operations.  We are
extremely pleased to have drilling funds in hand and look forward
to drilling our first well in Kansas."

The Company's plans for its initial well is to drill to 4,200 feet
and test the Arbuckle, Kansas-Lansing and other formations that
are productive in Trego County, an area known for its history of
oil production which has cumulatively produced 66,787,369 bbls to
date (according to the Kansas Geological Survey).  The Company
will own a 25% working interest and a corresponding 20% net
revenue interest until payout at which time the Company's interest
will convert to a 43.75% working interest and a 35% net revenue
interest.

                          About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas.  The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company reported a net loss of $11.07 million on $942,150 of
total revenues for the year ended April 30, 2012, compared with a
net loss of $31,718 on $0 of total revenues during the prior
fiscal year.

Hein & Associates LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a working capital deficit which raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at July 31, 2012, showed $8.36 million
in total assets, $4.46 million in total liabilities, and
$3.89 million in total stockholders' equity.


CITIZENS SECURITY: A.M. Best Hikes Finc'l Strength Rating to 'B'
----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B
(Fair) from B- (Fair) and the issuer credit rating to "bb" from
"bb-" of Citizens Security Life Insurance Company (Citizens
Security) (Louisville, KY).  The outlook for both ratings is
stable.

The rating upgrades reflect Citizens Security's continuing
improved operating results in its core group dental and vision
segment and continuing premium revenue growth in its individual
dental and vision business.  Additionally, the company has
materially decreased its holdings of below investment grade
securities and continues to benefit from a lower expense
structure.

Although operating results in its group dental and vision segment
have improved in recent years, income from a ceding commission on
reinsured individual life business in 2010 continues to comprise
the majority of the company's earnings.  However, A.M. Best
expects the group dental and vision segment to increasingly
contribute to its earnings over the near term.

Citizens Security markets primarily dental and vision insurance
products to small employer groups and individuals mainly in
Southeastern and certain Midwestern states.

Rating drivers that may result in future positive rating actions
for Citizens Security include continuing favorable operating
results, sustained profitable revenue growth, ongoing reduction of
risk in its investment portfolio and maintenance of its adequate
risk-adjusted capital level.  Conversely, rating drivers that may
result in future negative rating actions include a decline in the
company's operating performance, deterioration in its premium
revenue growth, unfavorable investment results or erosion of its
risk-adjusted capital.


CLEVELAND CORPORATE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Cleveland Corporate Services, Inc.
        1821 East 40th Street
        Cleveland, OH 44103

Bankruptcy Case No.: 12-18640

Chapter 11 Petition Date: November 26, 2012

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Jessica E. Price Smith

Debtor's Counsel: Harry W. Greenfield, Esq.
                  BUCKLEY KING LPA
                  600 Superior Avenue E, Suite 1400
                  Cleveland, OH 44114
                  Tel: (216) 363-1400
                  Fax: (216) 579-1020
                  E-mail: bankpleadings@bucklaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ohnb12-18640.pdf

The petition was signed by Gregory Peck, chief executive officer.


CONTOUR PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Contour Properties, LLC
        129 Old Bridge Road
        Danville, KY 40422

Bankruptcy Case No.: 12-52987

Chapter 11 Petition Date: November 27, 2012

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Weldon M. Burnette, Esq.
                  P.O. Box 2913
                  Ocala, FL 34478
                  Tel: (352) 216-1889
                  E-mail: burnette_mark@yahoo.com

Scheduled Assets: $1,796,750

Scheduled Liabilities: $3,238,100

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/kyeb12-52987.pdf

The petition was signed by Jeffrey Carver, member/manager.


CULPEPER BUSINESS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Culpeper Business Centre, L.L.C.
        14115 Lovers Lane, Suite 500
        Culpeper, VA 22701

Bankruptcy Case No.: 12-62664

Chapter 11 Petition Date: November 26, 2012

Court: U.S. Bankruptcy Court
       Western District of Virginia (Lynchburg)

Debtor's Counsel: John C. Morgan, Jr., Esq.
                  JOHN CARTER MORGAN, JR., PLLC
                  98 Alexandria Pike, Suite 10
                  Warrenton, VA 20186
                  Tel: (540) 349-3232
                  Fax: (540) 349-1278
                  E-mail: amy@jcmpllc.com;bkdocs@jcmpllc.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Hunter B. Chapman, member.


DC DEVELOPMENT: Dec. 4 Hearing on Sale of Wisp Ski Resort
---------------------------------------------------------
The Ski Industry Bankruptcy Monitor reported that the U.S.
Bankruptcy Court in Maryland approved proposed bidding procedures
to be used to conduct an auction for the Wisp ski resort assets on
Nov. 30, 2012.  A subsidiary of Entertainment Properties Trust
named EPT Ski Properties, Inc. has submitted a bid of $20.5
million for certain designated assets to serve as the stalking
horse bidder.  The bid is subject to higher or otherwise better
offers at the auction, and requires Court approval.  The Court has
scheduled a hearing to approve the successful bidder on Dec. 4,
2012.  A sale would pave the way for the resort to continue
operating as a going concern under new ownership.

The Associated Press said the Bankruptcy Court considered the sale
procedures at the hearing on Nov. 19.  The hearing also involved
procedures for a sale of the nearby Lodestone golf course and
residential development.  Both Lodestone and Wisp are owned by
D.C. Development LLC of McHenry.  AP said no buyer has been found
for the Lodestone development.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


DEWEY & LEBOEUF: Judge Might Cut Partners Committee's Fees
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Dewey & LeBoeuf LLP official partners' committee
will live to fight another day, although U.S. Bankruptcy Judge
Martin Glenn said in an opinion that he might cut fees for the
panel's lawyers.

The report relates that in a separate opinion Nov. 29, Judge Glenn
gave authority for the official creditors' committee of the
liquidating law firm to prosecute and settle claims against the
firm's top managers.

The report recounts that the firm filed papers in October asking
Judge Glenn to disband the former partners' committee. Dewey
claimed the decision by the U.S. Trustee to appoint the committee
"was a misstep that needs to be corrected."  Dewey characterized
the committee as not having "contributed in a productive way to
this bankruptcy case."

According to the report, the motion to disband came days after
Judge Glenn said that an effort by the partners' committee to
compel appointment of an examiner was "for an improper purpose as
a litigation tactic."

Judge Glenn said in his written opinion Thursday that the
committee "continues to serve an important purpose."  He pointed
to the appeal being taken by the partners from his approval of a
settlement and denial of a motion for an examiner.  Judge Glenn
said his "biggest concerns" relate to the size of fee requests. It
will all come out in the wash, Judge Glenn said, because he will
later rule on the payment of fees and might find that some work
was unnecessary.

                          Power to Sue

On Thursday, Judge Glenn also gave the official creditors'
committee power to sue the defunct law firm's three former top
officers. Dewey itself agreed on allowing the committee to sue.
Objections came from former Chairman Stephen DiCarmine and Joel
Sanders, the ex-chief financial officer.

Judge Glenn said the committee made out a "colorable claim"
against the managers that, "if true, would likely entitle the
estate to a monetary judgment that could be paid from the $50
million of policies covering such actions by former directors of
the firm."

The firm filed a proposed liquidating Chapter 11 plan this month,
wrapped around settlements with secured lenders and partners.

Judge Glenn said the official partners' committee might play an
important role in crafting a consensual plan.  There will be a
Jan. 3 hearing for approval of the explanatory disclosure
statement.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.


DEWEY & LEBOEUF: Creditors Panel Has Standing to Sue Ex-Management
------------------------------------------------------------------
Bankruptcy Judge Martin Glenn on Thursday granted the Official
Committee of Unsecured Creditors appointed in Dewey & LeBoeuf
LLP's case leave, standing and authority to prosecute and, if
appropriate, settle certain claims on behalf of the Debtors'
estates.

The Unsecured Committee intends to prosecute or settle certain
claims against the Debtor's former management team for, among
other things, breaches of their fiduciary duties to the Firm and
its creditors.  The Debtor has consented to the Unsecured
Committee obtaining derivative standing to prosecute the claims on
behalf of the estate.

Stephen DiCarmine, Joel I. Sanders and Steven H. Davis have
objected to the request.  The claims against Messrs. Davis,
DiCarmine and Sanders arise out of the collapse of Dewey &
LeBoeuf.  Mr. Davis was formerly the Chairman of the Firm and a
member of its Executive Committee, Mr. DiCarmine was formerly the
Firm's Executive Director, and Mr. Sanders was formerly the Firm's
Chief Financial Officer.

Judge Glenn held that the Unsecured Committee has established a
proper basis to proceed with claims against Messrs. Davis,
DiCarmine and Sanders.  The allegations made in the Motion appear
"to assert facially-valid claims that would be sufficient to
withstand a motion to dismiss for failure to state a claim."

"Those three individuals vigorously contest the allegations made
by the Unsecured Committee, but the present Motion is not the
place to resolve what will likely be disputed issues of fact and
law," Judge Glenn said.

Mr. Davis does not oppose the request of the Unsecured Committee
for standing to bring suit against him relating to his alleged
role in the Firm's failure, but he denies that he engaged in any
wrongdoing and disputes the allegations.  Mr. Davis asserts the
Unsecured Committee is targeting him as a scapegoat for one
reason: he has up to $50 million in coverage under various
management liability insurance policies.

According to Judge Glenn, "The Unsecured Committee's request for
authority to settle claims is often a closer question, but since
prosecution of these claims is likely to be conducted by a
liquidation trust pursuant to the terms of a confirmed liquidation
plan, the issue of settlement authority and any requirement for
court approval of any settlement will be dealt with in the context
of plan confirmation. If the claims are prosecuted and settled
before any plan is confirmed, court-approval of any settlement
will be required, giving the Debtor or any other party-in-interest
an opportunity to appear and be heard.  The Court therefore
concludes that the request for authority to settle is likewise
appropriate under the circumstances."

A copy of Judge Glenn's Nov. 29, 2012 Memorandum Opinion and Order
is available at http://is.gd/4jPyD4from Leagle.com.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey on Nov. 21, 2012, filed a Chapter 11 liquidating plan and
disclosure statement, which incorporates the partner contribution
plan approved by the bankruptcy court in October.  Under the so-
called PCP, 440 former partners will receive releases in exchange
for $71.5 million in contributions.  The plan is also based on a
proposed settlement between secured lenders and the unsecured
creditors' committee.  Secured lenders will have an allowed
secured claim for $261.9 million, along with a $100 million
unsecured claim for the shortfall in collections on their
collateral.  Unsecured creditors will have $285 million in allowed
claim.  In the new lender settlement, secured creditors would
permit $54 million in collection of accounts receivable to be
utilized in the liquidation.  From the first $67.5 million
collected in the partners' settlement, the plan offers 80% to
secured lenders, with the remaining 20% earmarked for unsecured
creditors.  Collections from the partners settlement above $67.5
million would be split 50-50 between secured and unsecured
creditors.  Meanwhile, secured creditors will receive no
distribution on the $100 million deficiency claim from the first
$67.5 million from the partners' settlement.  If secured lenders
don't agree to release partners, they receive nothing from the
partners' settlement payments.  From collection of other assets --
such as insurance, claims against firm management and lawsuits --
the plan divides proceeds, with lenders receiving 60% to 70% and
unsecured creditors taking the remainder.

A hearing to approve the explanatory Disclosure Statement is set
for Jan. 3 at 2:00 p.m.  Objections to the Disclosure Statement
are due Dec. 24.  The Debtor aims a confirmation hearing to
approve the plan by the end of February.


DEWEY & LEBOEUF: Former Partners Committee Defeats Disbandment Bid
------------------------------------------------------------------
The Official Committee of Former Partners in Dewey & LeBoeuf LLP's
case is not going anywhere.  On Thursday, Bankruptcy Judge Martin
Glenn denied Dewey's request for an order directing the U.S.
Trustee to disband the Former Partners Committee.

From the Debtor's perspective, the Former Partners Committee's
members -- consisting currently of only four former partners (two
of which have signed on to the partner contribution plan) -- are
solely motivated by a desire to reduce their own "claw back"
liability, which Dewey maintains is an insufficient reason to be
endowed with official committee status.  Dewey argued that the
Former Partners Committee has been counterproductive, is too
expensive and is no longer necessary.  The secured lenders and the
Official Committee of Unsecured Creditors oppose the existence of
the Former Partners Committee.  The Unsecured Committee said any
remaining interests of former partners can be adequately
represented by the Unsecured Committee who holds a fiduciary duty
to former partners.

The United States Trustee objected to Dewey's request, primarily
arguing that there is no statutory basis under 11 U.S.C. Section
1102(a) that empowers the Court to disband a committee once it has
been appointed by the U.S. Trustee.  The Former Partners Committee
also filed an objection, arguing that disbandment would be an
unwarranted extraordinary relief granted as a punishment merely
because it objected to the partner contribution plan.  The Former
Partners Committee also questions the timing of the disbandment
motion, which was filed one day after the Court approved the
contribution plan, and the day before the Former Partners
Committee filed a notice of appeal from the Court's decision
denying the appointment of an Examiner and approving the plan.

According to Judge Glenn, the issue is not whether the U.S.
Trustee abused her discretion in appointing the Former Partners
Committee in the first instance.  Rather, the issue now is whether
circumstances have changed making it appropriate for the Court to
order that the Former Partners Committee be disbanded in light of
the very substantial expense to the estate and the ability of the
Unsecured Committee to represent the interests of the former
partners that make up the Former Partners Committee' constituency.

"The Court concludes that the [Former Partners Committee]
continues to serve an important purpose, the most obvious function
being to prosecute the appeal the [Former Partners Committee]
filed from this Court's decision denying the examiner motion and
approving the PCP.  While the Court strongly believes those issues
were correctly decided, the [Former Partners Committee's]
arguments were not frivolous and there is no basis to conclude
that the appeal is being pursued in bad faith.  Furthermore, the
Debtor has recently filed a proposed disclosure statement and
plan.  The [Former Partners Committee] can play a constructive
role in efforts to reach a consensual plan," Judge Glenn said.

Judge Glenn acknowledged, however, that the he biggest concerns
relating to the Former Partners Committee are the very high fees
being incurred for the work of its professionals.

In denying the Former Partners Committee's examiner motion, the
Court had pointed out the "precarious financial situation present
in this case [such that the appointment of an examiner] would
almost certainly result in conversion of this case to a case under
chapter 7 and possible administrative insolvency."  According to
Judge Glenn, the professional fees of the Debtor, Unsecured
Committee and Former Partners Committee likewise risk tipping the
case to administrative insolvency.

"The Court has not yet considered applications to approve
professional fees, but all professionals seeking compensation from
the estate should be mindful of the fact that the standards for
reviewing fee applications require the Court to consider whether
services are necessary, determined from the perspective of the
time at which the services were rendered," Judge Glenn said.

During the argument of the Motion on Nov. 21, the Court asked the
U.S. Trustee to provide a supplemental memorandum addressing one
question only, based on an assumption that the Court concludes
that it has the authority to order that the committee be disbanded
-- what the position of the U.S. Trustee is with respect to
whether the former partners' committee should remain in place."
In response to the Court's directive, on Nov. 27, 2012, the U.S.
Trustee filed a Supplement to Objection to the Motion.

Judge Glenn said the U.S. Trustee disregarded the Court's
directive.

"When asked to aid the Court by providing the UST's position on
whether the FPC should be kept in place assuming the Court has the
power to order that a committee be disbanded, the UST simply
parroted the UST's earlier argument that the Court does not have
the authority to order a committee appointed by the UST to be
disbanded under any circumstance. The question asked by the Court
was simply ignored," Judge Glenn indicated in a footnote to his
decision.  "Essentially, the UST argues that she has complete and
unreviewable (by any court) discretion to decide whether to
disband an additional committee appointed by the UST, meaning that
no court can decide based on changed circumstances that the
committee should be disbanded, for example if continued
functioning of the committee (with retained counsel paid by the
estate) would result in administrative insolvency. . . .
[B]ecause the Court concludes that the FPC should not be disbanded
at the present time, it is unnecessary to reach the issue of the
Court's authority to order that the FPC be disbanded. The UST is
simply not free to ignore the Court's directive, particularly when
it did not raise an issue about it when the directive was given."

A copy of Judge Glenn's Nov. 29, 2012 Memorandum Opinion and Order
is available at http://is.gd/PeeTUEfrom Leagle.com.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey on Nov. 21, 2012, filed a Chapter 11 liquidating plan and
disclosure statement, which incorporates the partner contribution
plan approved by the bankruptcy court in October.  Under the so-
called PCP, 440 former partners will receive releases in exchange
for $71.5 million in contributions.  The plan is also based on a
proposed settlement between secured lenders and the unsecured
creditors' committee.  Secured lenders will have an allowed
secured claim for $261.9 million, along with a $100 million
unsecured claim for the shortfall in collections on their
collateral.  Unsecured creditors will have $285 million in allowed
claim.  In the new lender settlement, secured creditors would
permit $54 million in collection of accounts receivable to be
utilized in the liquidation.  From the first $67.5 million
collected in the partners' settlement, the plan offers 80% to
secured lenders, with the remaining 20% earmarked for unsecured
creditors.  Collections from the partners settlement above $67.5
million would be split 50-50 between secured and unsecured
creditors.  Meanwhile, secured creditors will receive no
distribution on the $100 million deficiency claim from the first
$67.5 million from the partners' settlement.  If secured lenders
don't agree to release partners, they receive nothing from the
partners' settlement payments.  From collection of other assets --
such as insurance, claims against firm management and lawsuits --
the plan divides proceeds, with lenders receiving 60% to 70% and
unsecured creditors taking the remainder.

A hearing to approve the explanatory Disclosure Statement is set
for Jan. 3 at 2:00 p.m.  Objections to the Disclosure Statement
are due Dec. 24.  The Debtor aims a confirmation hearing to
approve the plan by the end of February.


DRINK INC: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: The Drink, Inc.
        3264 N 600 W
        Pleasant View, UT 84414

Bankruptcy Case No.: 12-34795

Chapter 11 Petition Date: November 26, 2012

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Andrew B. Clawson, Esq.
                  PEARSON, BUTLER & CARSON, PLLC
                  1682 S. Reunion Avenue, Suite 100
                  South Jordan, UT 84095
                  Tel: (801) 207-8262
                  Fax: (801) 797-2389
                  E-mail: andrew@abclawutah.com

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

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

The petition was signed by Bob Watson, president.

The Company's list of its largest unsecured creditors contains
only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo                        Line of Credit          $75,000
P.O. Box 29704
Phoenix, AZ 85038


DYNEGY INC: District Court to Hear Peabody Contract Dispute
-----------------------------------------------------------
New York District Judge Kenneth M. Karas withdraw the bankruptcy
court reference of the lawsuit brought by Dynegy Danskammer,
L.L.C., against Peabody COALTRADE International Ltd.  Danskammer
alleges breach of contract for delaying delivery or failing to
deliver coal shipments at various times from 2008 to 2011.
Peabody moved to withdraw the reference to the bankruptcy court
for the breach of contract claim under 28 U.S.C. Sec. 157(d)

The case is DYNEGY DANSKAMMER, L.L.C., Plaintiff, v. PEABODY
COALTRADE INTERNATIONAL LTD., Defendant, Case No. 12-CV-5859
(S.D.N.Y.).  A copy of the Court's Nov. 7, 2012 Opinion and Order
is available at http://is.gd/mX4UG1from Leagle.com.

Peabody is represented by Robert A. Scher, Esq. --
rscher@foley.com -- at Foley & Lardner, LLP.

                           About Dynegy

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.

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.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

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.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Dynegy Inc. successfully completed its Chapter 11 reorganization
and emerged from bankruptcy October 1.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.

As of July 31, 2012, Dynegy Inc. had total assets of
$3.15 billion, total liabilities of $3.14 billion and total
stockholders' equity of $6.68 million.


E-DEBIT GLOBAL: Initiates Search for New CDO and COO
----------------------------------------------------
E-Debit Global Corporation has commenced its search and review of
candidates for the positions of Chief Development Officer and
Chief Operating Officer.

"Further to our previous announcements related to the re-
establishment and renewal of our traditional marketing and sales
organization GROUP-LINK Inc. we have commenced our search and
review of candidates for the positions of Chief Development
Officer and Chief Operating Officer to co-ordinate and direct the
growth of our e-commerce payment platform and to expand our
current marketing organization," said Douglas Mac Donald, E-
Debit's President and CEO.

"We have been identifying suitable candidates over the past
several months and should be in a position to announce the
appointment of these key people to GROUP-LINK in the very near
future," added Mr. Mac Donald.

                   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.

Following the 2011 results, Schumacher & Associates, Inc., in
Littleton, Colorado, noted that the Company has incurred net
losses for the years ended Dec. 31, 2011, and 2010, and had a
working capital deficit and a stockholders' deficit at Dec. 31,
2011, and 2010, which raise substantial doubt about its ability to
continue as a going concern.

The Company reported a net loss of $1.09 million in 2011, compared
with a net loss of $1.15 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.82 million in total assets, $3.52 million in total liabilities,
and a $1.70 million total stockholders' deficit.


EASTMAN KODAK: Competing Lenders Improve Terms of New Loan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. has an even better offer for
additional financing to top off the $950 million loan already in
place.  Unless the offer improves again, Kodak could end up with
an $830 million supplemental loan, including $455 million in new
money.

Early in November, Kodak filed papers asking for quick approval of
an additional $793 million loan offered by some second-lien
creditors.  Other second-lien lenders objected to quick approval,
saying they would provide a loan on better terms.

As reported in the Nov. 30 edition of the TCR, Eastman Kodak said
it accepted an offer from the Steering Committee of the Second
Lien Noteholders Committee for interim and exit financing totaling
$830 million in loans.  The commitment is superior to -- and
therefore replaces -- the $793 million commitment announced by the
company on Nov. 12.

Kodak said, according to Bloomberg, that the newest version of the
supplemental loan will be open to participation by all second-lien
lenders.  To become effective, the digital imaging business must
be sold for at least $500 million.  Up to $630 million from the
new loan can be rolled over on emergence from Chapter 11, assuming
specified conditions are met, including successful resolution of
Kodak's obligations on the U.K. pension plans.

Second lien-lenders offering the first version of the new loan
were Centerbridge Capital Partners, GSO Capital Partners, UBS AG
and JPMorgan Chase & Co. Lenders previously saying they would make
a more favorable loan included Archview Investment Group LP,
Bennett Management Corp., D.E. Shaw Laminar Portfolios LLC and
Litespeed Master Fund Ltd.

Kodak's $400 million in 7% convertible notes due in 2017 traded on
Nov. 27 for 10.25 cents on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.

A copy of the DIP Facility is available for free at:

                        http://is.gd/wBojZI

                         About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EMPIRE RESORTS: Joseph D'Amato Keeps CEO Position Until 2015
------------------------------------------------------------
Empire Resorts, Inc., entered into an employment agreement with
Joseph A. D'Amato, pursuant to which Mr. D'Amato will continue to
serve as the Company's Chief Executive Officer.

Mr. D'Amato's employment agreement provides for a term ending on
Dec. 31, 2015, unless earlier terminated by either party in
accordance with the provisions thereof.  The D'Amato Employment
Agreement supersedes Mr. D'Amato's existing employment agreement
with the Company.

Mr. D'Amato will receive a base salary of $375,000 and such
incentive compensation and bonuses, if any, (i) as the
Compensation Committee in its discretion may determine, and (ii)
to which Mr. D'Amato may become entitled pursuant to the terms of
any incentive compensation or bonus program, plan or agreement
from time to time in effect in which he is a participant.  Mr.
D'Amato will receive a monthly housing allowance in the amount of
$1,500.  In addition, the Company will lease or purchase an
automobile for Mr. D'Amato's sole and exclusive use, and be
responsible for the payment of certain expenses related to that
vehicle, with an approximate monthly value of $1,500.  The Company
will also obtain and maintain a key man life insurance policy for
Mr. D'Amato providing death benefits in the amount of $1 million
to Mr. D'Amato's estate and which policy may, at the option of the
Company's Compensation Committee, provide death benefits of $3
million to the Company.

The Company has agreed to customary indemnification for Mr.
D'Amato for any claims arising out of his service to the Company.

A copy of the Employment Agreement is available for free at:

                        http://is.gd/nK7FIZ

                       About Empire Resorts

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

The Company reported a net loss of $24,000 in 2011, compared with
a net loss of $17.57 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$51.98 million in total assets, $25.48 million in total
liabilities, and $26.49 million in total stockholders' equity.


ESQUIRE GROUP: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Esquire Group, Inc.
        Esquire Drive
        Barboursville, WV 25504

Bankruptcy Case No.: 12-30625

Chapter 11 Petition Date: November 26, 2012

Court: U.S. Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Ronald G. Pearson

Debtor's Counsel: Joe M. Supple, Esq.
                  SUPPLE LAW OFFICE, PLLC
                  801 Viand Street
                  Point Pleasant, WV 25550
                  Tel: (304) 675-6249
                  Fax: (304) 675-4372
                  E-mail: supplelawoffice@yahoo.com

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

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

A copy of the Company's list of its 12 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wvsb12-30625.pdf

The petition was signed by Joseph Q. Midkiff, president.


FIRST PLACE: Bank Auction Scheduled for Dec. 13
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that First Place Financial Corp., a bankrupt bank holding
company, will hold a Dec. 13 auction to find a buyer with the best
bid for its operating subsidiary, the 41-branch First Place Bank.
First Place filed for Chapter 11 intending to sell its bank
subsidiary for $45 million to Talmer Bancorp Inc. from Troy,
Michigan.

According to the Bloomberg report, under sale procedures approved
Nov. 28, competing bids are due Dec. 11.  There will be a hearing
on Dec. 14 in U.S. Bankruptcy Court for approval of the sale.  The
U.S. Treasury Department wanted the sale slowed down by three
months in hopes of attracting a higher offer.  The government
holds preferred stock in return for injecting cash into the bank
during the financial crisis.  Unless the sale fetches a higher
price, Treasury said it will receive nothing from the bankruptcy.

With 45 branches of its own, Talmer will provide the First Place
bank with $200 million in capital to meet regulatory requirements.

                          U.S. Objection

Vindy.com reported that the United States, on behalf of the U.S.
Treasury Department, is objecting to Talmer's $45 million bid,
calling it too low and raising concerns that the department will
be left holding $72.9 million in debt paid to the bank in 2009
under the government's Troubled Asset Relief Program, initiated at
the height of the financial meltdown to rescue failing banks.

According to the report, the Treasury asked the Court to slow down
the "expedited nature of the sale proceedings" so that it can
gather more information.  It also sought consultation rights and a
right to attend auction, if need be.

The report said the proceedings are now garnering national
attention, with the revelation that W.L. Ross & Co., owned by the
billionaire investor Wilbur Ross, is Talmer Bancorp's leading
investor, holding 24% of the companies shares.  The report said
Mr. Ross made his fortune as an opportunity investor known for
buying steel companies when no one else would and guiding other
businesses through the restructuring process.

The report said officials with Talmer dismissed the latest
developments by saying that delays were to be expected during the
bankruptcy.

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place
bank subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to
Talmer Bancorp, Inc., absent higher and better offers.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel.  Donlin, Recano & Company, Inc. --
http://www.donlinrecano.com-- is the claims and notice agent.


FLORIDA GAMING: To Sell Centers to Silvermark for $115 Million
--------------------------------------------------------------
Florida Gaming Corporation entered into a Stock Purchase Agreement
for the sale of its wholly owned subsidiary, Florida Gaming
Centers, Inc., to Silvermark LLC for $115 million plus the
assumption of certain liabilities of Centers associated with two
mortgages held by Miami-Dade County.  Centers is the owner and
operator of two jai-alai frontons located in Ft. Pierce and Miami,
Florida, which offer poker and inter-track pari-mutuel wagering
facilities.  Centers constitutes the Company's only operating
asset.

Generally, Silvermark will assume Centers' post-closing
obligations under a Settlement Agreement with Miami-Dade County,
Florida pertaining to a parking lot that is adjacent to Centers?
Miami facility which is subject to notes and mortgages totaling
approximately $15 million.  The $115 million cash purchase price,
which is subject to adjustment as described in the SPA, will be
used to fund the repayment of Centers' other outstanding
indebtness, including but not limited to approximately $87 million
credit facility and other debt totaling approximately $10.5
million.  Additionally, $7.5 million of the purchase price will be
held in escrow for up to three years to indemnify Silvermark LLC
against obligations of the Company after the closing.  The Company
expects to use any net cash proceeds from the transaction, after
the repurchase of warrants for 35% of Centers' equity held by
lenders under Centers' credit facility and the debt reduction, to
pay transaction-related expenses and for other purposes.

The proposed transaction is subject to Company stockholder
approval and customary regulatory approvals, including
Silvermark's receipt of a Florida gaming license, and other
customary regulatory and closing conditions.  The transaction is
also conditioned on Centers' receipt of an order from the court in
the Company's ongoing litigation in the Circuit Court of the 11th
Judicial Circuit in and for Miami-Dade County, Florida either (i)
approving of Centers' entry into the transaction or (ii) ruling
that the court's approval of Centers' entry into the transaction
is not required.

Under the Stock Purchase Agreement, the Company and Centers must
pay Silvermark a termination fee of $4.6 million plus
reimbursement for costs and expenses incurred by Silvermark in
connection with the proposed transaction if Silvermark terminates
the agreement because of a breach by the Company or Centers of any
representation, warranty, covenant or other agreement contained in
the SPA or if the Company terminates the agreement to enter into a
superior proposal or acquisition proposal (as those terms are
defined in the SPA).  Silvermark may also terminate the agreement
at anytime within the first 90 days of its due diligence period
which commenced on Nov. 25, 2012.

In connection with the SPA, the Company's Chairman, W. Bennett
Collett, and the Company's President and CEO, W. Bennett Collett,
Jr., each executed a Joinder and Guarantee agreement in which each
of them, jointly and severally, have guaranteed the Company's and
Centers' obligations under the Stock Purchase Agreement.

Silvermark and the Company's President and CEO, W. Bennett
Collett, Jr., have entered into a letter agreement providing that
Mr. Collett will enter into a three year employment agreement with
Centers.

                      Stock Purchase Agreement

The proposed transaction is subject to Company stockholder
approval and customary regulatory approvals, including
Silvermark's receipt of a Florida gaming license, and other
customary regulatory and closing conditions.  The transaction is
also conditioned on Centers' receipt of an order from the court in
the Company's and Centers' ongoing litigation in the Circuit Court
of the 11th Judicial Circuit in and for Miami-Dade County, Florida
(a) either approving of Centers' entry into the transaction or
ruling that the court's approval of Centers' entry into the
transaction is not required, and (b) requiring Centers' receiver
to cooperate with Centers to allow Centers to comply with and
fulfill its obligations under the SPA.  On Nov. 27, 2012, the
court entered an order (y) that Centers' entry into the SPA is
outside the scope of the receivership order, and (z) ordering the
receiver to cooperate with reasonable due diligence requirements
in connection with the transaction.

Under the SPA, the Company and Centers must pay Silvermark a
termination fee of $4.6 million plus reimbursement for costs and
expenses incurred by Silvermark in connection with the proposed
transaction if Silvermark terminates the SPA because of a breach
by the Company or Centers of any representation, warranty,
covenant or other agreement contained in the SPA or if the Company
terminates the SPA to enter into a "superior proposal" or
"acquisition proposal".  Silvermark may also terminate the SPA at
anytime within the first 90 days of its due diligence period which
commenced on Nov. 25, 2012.

In connection with the SPA, the Company's Chairman, W. Bennett
Collett, and the Company's President and CEO, W. Bennett Collett,
Jr., each executed a Joinder and Guarantee agreement in which each
of them, jointly and severally, have guaranteed the Company's and
Centers' obligations under the SPA.

Silvermark and the Company's President and CEO, W. Bennett
Collett, Jr., have entered into a letter agreement providing that
Mr. Collett will enter into a three year employment agreement with
Centers.

A copy of the Stock Purchase Agreement is available at:

                        http://is.gd/oB5xoq

                        About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

The Company reported a net loss of $21.76 million in 2011,
compared with a net loss of $4.84 million in 2010.

As of June 30, 2012, the Company was in default on an $87,000,000
credit agreement regarding certain covenants.  The Company's
continued existence as a going concern is dependent on its ability
to obtain a waiver of its credit default and to generate
sufficient cash flow from operations to meet its obligations.

After auditing the 2011 results, King & Company, PSC, in
Louisville, Kentucky, noted that the Company has experienced
recurring losses from operations, cash flow deficiencies, and is
in default of certain credit facilities, all of which raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at Sept. 30, 2012, showed $77.40
million in total assets, $116.43 million in total liabilities and
a $39.02 million total stockholders' deficit.


FTLL ROBOVAULT: Lender Wants Trustee Named or Case Converted
------------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reported that
Florida Asset Resolution Group, subsidiary of BBX Capital and the
primary lender in the FTLL RoboVault bankruptcy, seeks immediate
appointment of a trustee to oversee RoboVault, and conversion of
the case to Chapter 7 liquidation.  According to the report, the
primary lender in the bankruptcy, a subsidiary of BBX Capital,
said in a motion filed Nov. 16, that RoboVault "has exhibited
complete incompetence and gross mismanagement."

The BBX subsidiary is represented by Michael Budwick of Miami-
based law firm Meland Russin & Budwick.

According to the report, in a motion filed with the court, Mr.
Budwick said he sent emails Nov. 15 to RoboVault's attorney, Larry
Wrenn, asking why Mr. Wrenn hadn't filed details of the company's
finances.  In particular, Mr. Budwick wanted to know what the
company was doing with income it was generating while in
bankruptcy.

The report noted Mr. Wrenn replied he would get the information
back to Mr. Budwick by the end of the day.  However, according to
Mr. Budwick's motion, Mr. Wrenn wrote back later, "Once the
dentist finishes my root canal I will address your questions.
Presently the pain medication is confusing my thoughts and ability
to properly respond."

                      About FTLL Robovault LLC

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Bankruptcy Judge Raymond B. Ray
presides over the case.  Lawrence B. Wrenn, Esq., serves as the
Debtor's counsel.

Developer Marvin Chaney signed Chapter 11 petitions for Robo Vault
and affiliate Off Broward Storage.  The companies own modern
storage warehouses in Fort Lauderdale.

The petition scheduled $18,665,069 in assets and $21,528,776 in
liabilities.


GLC LTD: Right to Jury Trial Doesn't Necessitate Suit Dismissal
---------------------------------------------------------------
Bankruptcy Judge Jeffery P. Hopkins denied the request of Donald
McLeod to dismiss GLC Limited's action to recover alleged
fraudulent transfers.  According to Mr. Hopkins, dismissal is
required because (1) the Bankruptcy Court does not possess the
Constitutional authority to enter a final judgment; and (2) Mr.
McLeod's right to a jury trial precludes the Court from submitting
proposed findings of fact and conclusions of law to the District
Court.

Judge Hopkins noted that Mr. McLeod is not a creditor of the
bankruptcy estate and has not filed a proof of claim.  Therefore,
according to Judge Hopkins, the Court does not possess the
Constitutional authority to enter a final judgment in this
fraudulent transfer action.  However, Judge Hopkins said
Mr. McLeod's right to a jury trial does not necessitate dismissal
of the action.

The Court will hold a further pretrial conference for Dec. 10,
2012.  At that time, the Court will set deadlines for dispositive
motions and address any other issues raised by the parties.

The case is GLC LIMITED Plaintiff v. JAMES GREGORY ROWSEY DONALD
McLEOD Defendants, Case No. 11-11090, Adv. Proc. Case No. 12-1051
(Bankr. S.D. Ohio).  A copy of the Court's Nov. 26, 2012 Order is
available at http://is.gd/4XQvENfrom Leagle.com.

                         About GLC Limited

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

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

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

On Oct. 29, 2011, the Bankruptcy Court entered an order confirming
GLC Limited's First Amended Chapter 11 Plan of Liquidation.


GOLDEN GAMING: Moody's Assigns 'Caa1' CFR/PDR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 Corporate Family Rating
("CFR") and Caa2 Probability of Default Rating ("PDR") to Golden
Gaming, LLC. Moody's also assigned a B3 rating to the company's
proposed $205 million first lien senior secured credit facilities
which will be comprised of a five-year $5.0 million Revolving
Credit Facility and a six-year $200.0 million Term Loan. The
rating outlook is stable. The ratings and outlook are assigned
subject to Moody's review of final terms and conditions. This is
the first time that Moody's has rated Golden.

The company plans to use proceeds from the new credit facilities
to repay all its existing debt outstanding, to fund a special
dividend to its owner and to pay fees and expenses related to the
transaction. The credit facilities will be guaranteed by the
company's direct and indirect subsidiaries and direct parent and
secured by all domestic tangible assets.

The rating actions are as follows:

Rating assigned:

  Corporate Family Rating -- Caa1

  Probability of Default Rating -- Caa2

  $5 million senior secured revolving credit facility due 2017 at
  B3 (LGD2, 25%)

  $200 million senior secured term loan due 2018 at B3 (LGD2,
  25%)

Rating outlook: Stable

Ratings Rationale

The Caa1 CFR reflects Golden's very small size and scale,
significantly lower operating margin as compared to other gaming
companies due to weak market fundamentals, high fixed cost
structure, and revenue concentration from a single jurisdiction in
Nevada. The rating also considers the company's high financial
leverage of about 7.5 times debt/EBITDA as of September 2012
(including Moody's analytical adjustments for operating leases and
cost savings from the company's February 2012 Affinity asset
acquisition), weak interest coverage of below 1.0x as measured by
EBIT/Interest and modest liquidity. Risks associated with
integrating the business acquired from Affinity Gaming that was
largely underperforming and that accounts for roughly 50% of the
company's total revenues on a pro forma basis further constrain
the rating. These factors are partially offset by Golden's
leadership position in the niche route operation in Nevada
achieved through the Affinity asset acquisition, the potential
realization of synergistic savings from the acquisition and an
improved cost of capital through a lower interest rate from the
refinancing.

The stable rating outlook anticipates that gaming demand in
Nevada's locals market will not improve significantly in the
intermediate term given the uncertain economic recovery and high
unemployment in the State. In addition, Moody's expects the
company will generate slightly positive or break-even free cash
flow in the next 12-18 months. Based on these expectations, the
company's leverage will likely remain high, at or above 7.0x.

Golden's ratings will likely be downgraded if liquidity
deteriorates materially for any reason. A downgrade could also
materialize if total adjusted debt/EBITDA rises above 8.0x or if
free cash flow turns negative on a sustained basis.

Besides the company's high financial leverage, the company's small
scale, and integration risks related to the Affinity asset
acquisition will constrain the rating upside in the near term.
Positive rating pressure could build if Golden can improve its
EBITDA margin materially above its current level of about 10% by
successfully integrating Affinity's assets, leading to a sustained
lower level of debt/EBITDA of below 6.5x and EBIT/Interest above
1.2x.

Golden Gaming, is an owner and operator of three casinos Pahrump,
NV, gaming taverns and slot routes in Nevada, all of which are
focused primarily on catering to the locals market.

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


GMX RESOURCES: Shareholders OK Reverse Stock Split Proposal
-----------------------------------------------------------
GMX Resources Inc. held a special meeting of shareholders in
Oklahoma City, Oklahoma, on Nov. 29, 2012.  At the Special
Meeting, the shareholders approved a proposal to grant the Board
of Directors of the Company discretionary authority to amend the
Company's Certificate of Incorporation to effect a reverse stock
split of the issued and outstanding shares of the Company's common
stock, par value $0.001 per share, such split to combine a whole
number of outstanding shares of Common Stock in a range of not
less than five shares and not more than 13 shares, into one share
of common stock at any time prior to Jan. 31, 2013.

The Board of Directors of the Company has not yet determined the
number of shares of common stock to be applicable in the Reverse
Split Proposal or set any date to effect the reverse stock split,
but the Company expects to effect that split prior to Jan. 31,
2013, when determined and approved by the Board of Directors.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets, $467.64 million in total liabilities and
a $124.49 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Oklahoma City-based
GMX Resources Inc. to 'CCC' from 'SD' (selective default).

"The rating on GMX Resources Inc. reflects our assessment of the
company's 'weak' liquidity, 'vulnerable' business risk, and
'highly leveraged' financial risk," said Standard & Poor's credit
analyst Paul Harvey.


GREEKTOWN SUPERHOLDINGS: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Detroit, Mich.-based
gaming operator Greektown Superholdings Inc. its 'B' corporate
credit rating. The outlook is stable.

"At the same time, we assigned the company's proposed $355 million
first-lien credit facility (consisting of a $15 million revolver
due 2015, a $15 million term loan A due 2017, and a $325 million
term loan B due 2018) our 'BB-' issue-level rating, with a
recovery rating of '1', indicating our expectation for very high
(90% to 100%) recovery for lenders in the event of a payment
default," S&P said.

"We also assigned the company's proposed $100 million second-lien
term loan due 2019 our 'CCC+' issue-level rating, with a recovery
rating of '6', indicating our expectation for negligible (0% to
10%) recovery for lenders in the event of a payment default," S&P
said.

"Proceeds from the proposed credit facilities are expected to be
used to refinance $400 million in outstanding debt (including $15
million in expected revolver borrowings at the time of close of
the transaction), and to pay for accrued interest, fees, and
expenses," S&P said.

"The 'B' corporate credit rating reflects our assessment of
Greektown's financial risk profile as 'highly leveraged' and our
assessment of the company's business risk profile as 'weak,'
according to our criteria," said Standard & Poor's credit analyst
Ariel Silverberg.

"Our rating incorporates our expectation for net revenue and
EBITDA to be essentially flat in 2012. This follows 2.2% growth in
revenue and 4.4% growth in EBITDA in the first nine months of
2012, and reflects our expectation that fourth-quarter revenue and
EBITDA will decline modestly due to the May 2012 opening of a new
casino in Toledo, Ohio, about 60 miles away. We do not believe,
however, that the Toledo casino will have a meaningful long-term
negative impact on Greektown since a relatively small portion of
Greektown's customers are from Ohio, and Greektown offers more
amenities," S&P said.

"For 2013, our ratings incorporate our expectation for low-single-
digit percent growth in revenue and EBITDA. Our revenue forecast
stems from our economists' forecast for continued modest economic
improvement, including 2.4% growth in consumer spending, and
continued reduction in national unemployment. We believe this will
help drive continued visitation and spend at Greektown, which will
help offset the pressure it will face in the first half of 2013,
given the additional competition in Toledo opened in mid-2012. We
also believe some revenue growth could be spurred by the
introduction of new and updated amenities at the property,
including a new valet garage, additional dining options, and
incremental slots, which should help drive increased visitation.
Our rating also incorporates the assumption that EBITDA margin
will remain in the low-20% area through 2013, as we believe
additional costs associated with the new amenities will be offset
by our revenue growth expectation," S&P said.


GREGORY G. MONARDO: Court Won't Approve Accord With Family Trust
----------------------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky declined to approve a compromise
between Linda Green, the Chapter 11 trustee of the case of Gregory
G. Monardo, with the trustees of the Monardo Family Trust, whereby
they will pay Ms. Green $10,000 to settle the estate's claims that
they failed to properly administer the trust, of which Mr. Monardo
is a beneficiary.  The Court said there are too many loose ends.
A copy of the Court's Nov. 12, 2012 Memorandum is available at
http://is.gd/k3qckCfrom Leagle.com.

Gregory G. Monardo in Mill Valley, Calif., filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 10-12168) on June 4, 2010.
Judge Alan Jaroslovsky oversees the case.  The Law Offices of Joel
K. Belway serves as the Debtor's counsel.  In his petition, the
Debtor estimated $500,001 to $1 million in assets, and $1 million
to $10 million in debts.  A list of the Debtor's 11 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/canb10-12168.pdf


HAMPTON ROADS: Taps James Johnson as Bank Senior Credit Officer
---------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that James C. Johnson
has been appointed Senior Vice President and the Senior Credit
Officer for Shore Bank.  Mr. Johnson brings over 25 years of
experience in commercial, commercial real estate and agricultural
lending in the Delmarva region.  He will be based in Rehoboth
Beach, Delaware, and will report to Denny P. Cobb, chief credit
officer of BHR.  In addition to his responsibilities as Senior
Credit Officer of Shore Bank, Mr. Johnson will also be involved in
credit oversight for BHR.

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "With the
opening of Shore Bank's Rehoboth Beach Loan Production Office in
June and Jim's appointment as Senior Credit Officer for Shore
Bank, we continue to underscore our commitment to the Delmarva
region and to add talented, experienced lenders to our team.  Jim
is a Delaware native with over twenty-five years of experience who
understands the banking needs of local families and businesses."

Prior to joining the Company, Mr. Johnson was Southern Delaware
Relationship Manager for Wilmington Trust Company and for M&T Bank
following its acquisition of Wilmington Trust Company.
Previously, he served as Vice President and Senior Lender for The
Felton Bank and as Vice President and Relationship Manager with
PNC Bank and its predecessors, Mercantile Peninsula Bank and
Mercantile Baltimore Trust Company.  Earlier in his career, he
served as Vice President and Senior Loan Officer with MidAtlantic
Farm Credit and the Delaware Farm Credit Association and in a
variety of positions with Sussex Trust Company.

Mr. Johnson earned a B.S. in Business Administration/Marketing
from Salisbury State University and an MBA from Wilmington
College.  He is involved in a number of community and civic
organizations, including the Greater Seaford Chamber of Commerce,
the Seaford/Western Sussex Economic & Development Forum and the
Rehoboth Beach & Dewey Beach Chamber of Commerce.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

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

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

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.07 billion in total assets, $1.88 billion in total liabilities
and $187.96 million in total shareholders' equity.


HCSB FINANCIAL: Incurs $3.6 Million Net Loss in Third Quarter
-------------------------------------------------------------
HCSB Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3.6 million on $5.02 million of total interest income
for the three months ended Sept. 30, 2012, compared with a net
loss of $3.27 million on $5.89 million of total interest income
for the same period during the preceding year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $5.20 million on $15.75 million of total interest
income, compared with a net loss of $24.91 million on $20.15
million of total interest income for the same period a year ago.

HCSB reported a net loss of $29.01 million in 2011, compared with
a net loss of $17.27 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $512.65
million in total assets, $520.03 million in total liabilities and
a $7.38 million total shareholders' deficit.

"We note that there are no assurances that we will be able to
raise this capital on a timely basis or at all.  If we continue to
fail to meet the capital requirements in the Consent Order in a
timely manner, then this would result in additional regulatory
actions, which could ultimately lead to the Bank being taken into
receivership by the FDIC.  Our auditors have noted that the
uncertainty of our ability to obtain sufficient capital raises
substantial doubt about our ability to continue as a going
concern."

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

                        http://is.gd/0XUs8m

                        About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.


HERCULES OFFSHORE: Collects $10 Million from Angola Drilling
------------------------------------------------------------
Hercules Offshore, Inc., on Nov. 27, 2012, received a cash payment
of $10 million from Angola Drilling Company Ltd., a customer in
Angola.  This amount represents an instalment payment on the
balance owed to the Company from the Customer pursuant to a
drilling contract for the Hercules 185 for services provided from
July 2009 through January 2011.  The proceeds will be recorded as
revenue in the Company's International Offshore segment during the
fourth quarter 2012.  After the application of this payment, the
Customer owes the Company $44.4 million under the Contract.

While the Company remains hopeful the Customer will fulfil its
obligations under the Contract, the collectability of the balance
owed remains uncertain and difficult to forecast.  Accordingly,
the Company does not believe this recent payment has removed the
uncertainty surrounding future collectability of the outstanding
balance.  Consequently, at this time, the Company has not
recognized any of the $44.4 million remaining balance in the
Company's financial statements.

The amount owed to the Company remains undisputed by the Customer,
and the Company is continuing to vigorously pursue all commercial
and legal means for collection of the outstanding balance.  If the
Company receives any additional payments from the Customer, the
payments will be recorded as an increase to the Company's
International Offshore segment's revenue.

                        Fleet Status Report

Hercules Offshore, Inc., posted on its Web site at
www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of Nov. 28, 2012), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for October 2012,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/Mk5Uwa

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of
$91.73 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $2.02
billion in total assets, $1.15 billion in total liabilities and
$877.24 million stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.,
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.

"The upgrade reflects the improving market conditions in the Gulf
of Mexico and our expectations that Hercules' fleet will continue
to benefit," said Standard & Poor's credit analyst Stephen
Scovotti.


HG MARKETING: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: HG Marketing, Inc.
        20630 Nordhoff Street
        Chatsworth, CA 91311

Bankruptcy Case No.: 12-20315

Chapter 11 Petition Date: November 27, 2012

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Louis J. Esbin, Esq.
                  LAW OFFICES OF LOUIS J. ESBIN
                  25129 The Old Road, Ste. 114
                  Stevenson Ranch, CA 91381-2273
                  Tel: (661) 254-5050
                  Fax: (661) 254-5252
                  E-mail: Esbinlaw@sbcglobal.net

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 Gary Lee Hewitt, secretary.


HOMER CITY: Combined Plan Hearing on Thursday
---------------------------------------------
Homer City Funding LLC will return to the Bankruptcy Court on
Thursday, Dec. 6, at 4:00 p.m. for a combined hearing to consider
approval of its prepackaged plan and disclosure statement.

Homer City will also seek approval at the hearing of the
guidelines it used in soliciting plan votes pre-bankruptcy.

The plan was accepted pre-bankruptcy by the required majorities of
$640 million in bonds.  The bonds are publicly traded. An
affiliate of GECC holds $103 million, or 16%, of the bonds.

Objections to confirmation of the plan are due Dec. 5.

The Bankruptcy Court's scheduling order provides that if the Plan
is confirmed by Jan. 4, a meeting of creditors under 11 U.S.C.
Sec. 341(a) will not be convened; and the Debtor will be excused
from filing its schedules of assets and liabilities, and statement
of financial affairs.

                      About Homer City Funding

Homer City Funding LLC, a special-purpose entity created to
finance a coal-fired electric generating facility 45 miles
(72 kilometers) from Pittsburgh, initiated a prepackaged Chapter
11 reorganization (Bankr. D. Del. Case No. 12-13024) on Nov. 5,
2012, to transfer ownership of the plant.  The project is operated
under a lease by an affiliate of power producer Edison Mission
Energy.  The project's owner is an entity that is 90%-controlled
by an affiliate of General Electric Capital Corp. and 10% by an
affiliate of MetLife Inc.

Upon confirmation of the Plan, ownership will transfer to an
entity controlled by GECC and MetLife.  The new owner will issue
new bonds in exchange for the existing bonds.

Judge Kevin Gross oversees the case.  Paul Noble Heath, Esq., and
Zachary I Shapiro, Esq., at Richards, Layton & Finger, serve as
the Debtor's counsel.  Epiq Bankruptcy Solutions serves as claims
agent.

In its petition, Homer City estimated $500 million to $1 billion
in both assets and debts.  The petition was signed by Thomas M.
Strauss, authorized officer.

The petition listed two unsecured creditors: The Bank of New York
Mellon, as trustee for the $465,976,000 in 8.734% Senior Secured
Bond maturing in 2026; and BNY Mellon, as trustee for the
$174,000,000 in 8.137% Senior Secured Bond maturing in 2019.  BNY
Mellon is represented by Glenn E. Siegel, Esq. --
glenn.siegel@dechert.com -- at Dechert LLP.

GE Capital is represented by Debra A. Dandeneau, Esq,. at Weil
Gotshal & Manges LLP in New York.  MetLife is represented by its
chief counsel of securities investments.

A group of PSA bondholders is represented by George A. Davis,
Esq., at Cadwalader Wickersham & Taft LLP in New York.


HOMER CITY: Has Green Light to Tap Epiq as Noticing Agent
---------------------------------------------------------
Homer City Funding LLC has won bankruptcy court permission to
employ Epiq Bankruptcy Solutions, LLC, as the Debtor's noticing
agent.  By appointing Epiq as the noticing agent, the Debtor said
the distribution of notices will be expedited, and the Clerk of
the Court will be relieved of the administrative burden of
distributing and processing such notices.

The Court order provides that Epiq's undisputed fees and expenses
may be paid by a third party (on the Debtor's behalf) or the
Reorganized Debtor without further application to or order of the
Court.

Prior to the Petition Date, Epiq entered into an engagement
agreement with EFS Homer City, LLC, an affiliate of GE Capital,
pursuant to which Epiq agreed to provide EFSHC with certain
services, including services relating to the solicitation of votes
on the Debtor's plan.  Because the Debtor is a "shell" company
without the ability to access any funds and with no source of
revenue, the cost of such services was paid by EFSHC.  EFSHC
provided Epiq with a $15,000 retainer, which it periodically
refreshed.

EFSHC retained Epiq because of Epiq's extensive experience acting
as solicitation agent in prepackaged chapter 11 cases involving
the solicitation of bondholders holding public debt.  Prior to the
commencement of the Solicitation, and as was contemplated in the
Engagement Agreement, EFSHC assigned the Engagement Agreement to
the Debtor pursuant to an assignment and assumption agreement.
While the Engagement Agreement was assigned to the Debtor pursuant
to the Assignment and Assumption Agreement, such assignment has to
date been at no cost to the Debtor because EFSHC or another third
party has to date paid all of Epiq's fees and costs incurred in
connection with its provision of services.  Because Epiq was
selected by a third party to provide such services and such
services have to date been provided at no cost to the Debtor, the
Debtor did not solicit bids from other court-approved noticing
agents in accordance with the Court's Protocol for the Employment
of Claims and Noticing Agents.

According to papers filed in Court last month, the Debtor said it
is not seeking to retain Epiq as its claims agent (or to retain a
claims agent at all) because it does not believe such retention is
necessary given that (i) creditors are relieved from any
obligation to file proofs of claim pursuant to Article VIII of the
Plan, and (ii) the Debtor's only known creditors are the holders
of Existing Bond Claims and such claims are allowed as set forth
in the Plan.

In addition, the Debtor will seek to retain Epiq as the voting and
solicitation agent in the Chapter 11 Case by separate application.
The Debtor intends to have such application heard on the date of
the Combined Hearing on its prepackaged plan and disclosure
statement.

                      About Homer City Funding

Homer City Funding LLC, a special-purpose entity created to
finance a coal-fired electric generating facility 45 miles
(72 kilometers) from Pittsburgh, initiated a prepackaged Chapter
11 reorganization (Bankr. D. Del. Case No. 12-13024) on Nov. 5,
2012, to transfer ownership of the plant.  The project is operated
under a lease by an affiliate of power producer Edison Mission
Energy.  The project's owner is an entity that is 90%-controlled
by an affiliate of General Electric Capital Corp. and 10% by an
affiliate of MetLife Inc.

Upon confirmation of the Plan, ownership will transfer to an
entity controlled by GECC and MetLife.  The new owner will issue
new bonds in exchange for the existing bonds.

Judge Kevin Gross oversees the case.  Paul Noble Heath, Esq., and
Zachary I Shapiro, Esq., at Richards, Layton & Finger, serve as
the Debtor's counsel.  Epiq Bankruptcy Solutions serves as claims
agent.

In its petition, Homer City estimated $500 million to $1 billion
in both assets and debts.  The petition was signed by Thomas M.
Strauss, authorized officer.

The petition listed two unsecured creditors: The Bank of New York
Mellon, as trustee for the $465,976,000 in 8.734% Senior Secured
Bond maturing in 2026; and BNY Mellon, as trustee for the
$174,000,000 in 8.137% Senior Secured Bond maturing in 2019.  BNY
Mellon is represented by Glenn E. Siegel, Esq., at Dechert LLP.

GE Capital is represented by Debra A. Dandeneau, Esq,. at Weil
Gotshal & Manges LLP in New York.  MetLife is represented by its
chief counsel of securities investments.

A group of PSA bondholders is represented by George A. Davis,
Esq., at Cadwalader Wickersham & Taft LLP in New York.


HORNE INTERNATIONAL: Evan Auld-Susott Resigns as CEO
----------------------------------------------------
Evan Auld-Susott resigned from his position as Chief Executive
Officer of Horne International, Inc.  Mr. Auld-Susott will
continue to serve on the Board of Directors.  Mr. Darryl K. Horne
will be the interim CEO.

                     About Horne International

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.

The Company reported a net and total comprehensive loss of
$121,000 on $5.68 million of revenue for the 12 months ended
Dec. 25, 2011, compared with a net and total comprehensive loss of
$1.04 million on $3.43 million of revenue for the 12 months ended
Dec. 26, 2010.

In its audit report accompanying the 2011 financial statements,
Stegman & Company, in Baltimore, Maryland, expressed substantial
doubt as to the Company's ability to continue as a going concern.
The independent auditors noted that the Company has experienced
continuing net losses for each of the last four years and as of
Dec. 25, 2011, current liabilities exceeded current assets by
$900,000.

The Company's balance sheet at June 24, 2012, showed $1.19 million
in total assets, $2.48 million in total liabilities and a $1.28
million total stockholders' deficit.


HOSTESS BRANDS: Receives Final Approval to Wind Down Business
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. received final approval from the
bankruptcy judge Thursday to wind down the business.  Orders
formally authorizing liquidation procedures and use of cash are
yet to be signed by the judge.

According to the report, U.S. Bankruptcy Judge Robert Drain
rebuffed objections and approved a program providing $1.83 million
in bonuses to 19 senior managers, giving them reason not to leave
the company before their services are no longer required.

The report relates that Hostess will be eliminating $1.1 million a
month in retiree benefits.  To comply with requirements in
bankruptcy law, Judge Drain called for the appointment of an
official retirees' committee to represent former workers on issues
involving benefits.

A financial adviser told the judge how 110 different potential
buyers expressed interest in purchasing assets.  Hostess will
later file separate motions for approval of significant asset
sales.  The bakery workers' union filed papers to be considered
later by Judge Drain seeking appointment of a Chapter 11 trustee
to take over the liquidation.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down. Employee headcount is expected to decrease
by 94% within the first 16 weeks of the wind down.  The entire
process is expected to be completed in one year.


HUDSON PRODUCTS: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Hudson Products Holdings Inc. The outlook is
stable.

"At the same time, we assigned Hudson's $190 million first lien
term loan our 'B-' issue-level rating, with a recovery rating of
'3', indicating our expectations for meaningful recovery (50% to
70%) in the event of a default," S&P said.

"The ratings on Hudson Products Holdings Inc. reflect Standard &
Poor's assessment of the company's 'vulnerable' business risk and
'highly leveraged' financial risk," said Standard & Poor's credit
analyst Stephen Scovotti. "The ratings incorporate the company's
exposure to cyclical and competitive end markets, limited scale of
operations, and its relatively small size. The ratings also
reflect Hudson's improved capital structure and its 'adequate'
liquidity."

"We view Hudson's business risk as 'vulnerable', Although Hudson
maintains a leading market position as a manufacturer of axial-
flow fans and air-cooled heat exchangers, its markets are somewhat
focused and the company can face considerable pricing pressures in
some of its business lines. A key driver for the credit is its
ACHE business which represented approximately half of last-12-
month (LTM) revenue as of Sept. 30, 2012," S&P said.

The company's fan business and its aftermarket products and sales
(which consist of both ACHE and fans) provide some cash flow
stability and represent approximately half of LTM revenue.

"While the company's fan business and aftermarket business provide
some stability, the company's ACHE business tends to be very
volatile. Approximately half of ACHE sales will be derived from
the volatile refining industry in 2012. In addition, in 2010 and
2011, the company's ACHE business was very weak due to weak
conditions in the very volatile, North American refining,
petrochemical and power infrastructure industries. As a result of
minimal backlog and limited visibility during the down turn, ACHE
pricing weakened significantly. In addition, the company struggled
trying to expand market share internationally. Specifically, the
company faced increased competition from Korean ACHE manufacturers
in the Middle East markets. As a result, Hudson's ACHE business
did not contribute significantly to EBITDA generation from 2010-
2011. However, the company expects its end market mix to change
over time as liquefied natural gas (LNG) gas compression and oil
sands end markets become an increasingly larger portion of the
company's sales," S&P said.

"Indeed, in 2012, the company has seen improvement in its North
American ACHE business due to healthy activity in LNG, oil sands
and gas production end markets. The more favorable supply and
demand balance in North America has resulted in better pricing on
projects. We believe that the company's ACHE business will
continue to perform slightly better in 2013 due to growth in end
markets including oil sands and LNG. As of Sept. 30, 2012, the
company's backlog was $130 million, up from $95 million at year
end 2011. Still, given Hudson's small scale and focused product
lines, Hudson remains exposed to competition from lower cost
manufacturing regions, especially in international markets and
cyclical and volatile end markets," S&P said.

"The stable outlook reflects our expectation that Hudson's credit
metrics will improve over the coming year, while maintaining
adequate liquidity. We could revise the outlook to negative if
liquidity weakens to below $10 million. A positive rating action
is currently unlikely given our assessment of the company's
business profile. However, we would consider a positive rating
action if the company considerably improves the size, scale and
scope of its operations while maintaining debt leverage below
6.0x," S&P said.


HUNTER FAN: Moody's Rates $142MM First Lien Credit Facility 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Hunter Fan
Company's proposed $142 million senior secured first lien credit
facility due 2018, consisting of a $25 million revolving credit
facility and a $117 million term loan. At the same time, Moody's
affirmed the company's corporate family and probability of default
ratings at B3. The outlook remains stable.

Net proceeds from the proposed $117 million first lien term loan
and $63 million second lien term loan (not rated by Moody's) will
be used to repay substantially all of Hunter's existing
outstanding indebtedness, fund a one-time distribution of
approximately $25 million to the company's shareholders and pay
fees and expenses.

The rating affirmation and stable outlook reflect Hunter's
credible market position, solid operating margins and Moody's
expectations of moderate earnings growth. According to Moody's
analyst Mariko Semetko, "the proposed refinancing and dividend
recapitalization will result in higher pro forma leverage and
limited free cash flow for debt repayment because of a higher
interest burden." However, continued cost reduction initiatives
and signs of stability in the housing market should result in a
gradual improvement in financial metrics over the near term.

The ratings are subject to the receipt and review of final
documentation upon closing of the proposed refinancing
transaction.

Ratings assigned:

- Proposed $25 million senior secured first lien revolver due
   2018 at B1 (LGD2, 29%)

- Proposed $117 million senior secured first lien term loan due
   2018 at B1 (LGD2, 29%)

Ratings affirmed:

- Corporate Family Rating at B3

- Probability of Default Rating at B3

Following ratings will be withdrawn upon closing of transaction:

- $25 million senior secured first lien revolving credit
   facility due 2014 at B1 (LGD2, 29%)

- $99 million senior secured first lien term loan due 2014 at B1
   (LGD2, 29%)

- $60 million senior secured second lien term loan due 2014 at
   Caa1 (LGD5, 76%)

Ratings Rationale

Hunter's B3 corporate family rating is constrained by its modest
scale, high financial leverage, narrow product focus, and heavy
product and customer concentration. Pro forma for the proposed
dividend recap as of July 31, 2012, debt/EBITDA will likely exceed
6.0 times while EBITA/interest expense will remain above 1.5 times
(incorporating Moody's analytical adjustments). The rating assumes
Hunter's high pro forma leverage will migrate towards 5.5 times in
the next twelve to eighteen months as a result of earnings growth
driven predominantly by cost reductions combined with Moody's
expectation of gradual economic expansion in the US.

Positive rating consideration is given to the company's well
recognized brand names, its credible market position, and its
demonstrated ability to maintain solid margins through aggressive
cost efficiencies. In addition, Moody's expects the company will
maintain at least adequate liquidity in the next twelve months,
supported by expectations of modestly positive free cash flow,
comfortable room under financial covenants and availability under
the proposed revolving credit facility.

The stable outlook reflects Moody's expectation that Hunter will
achieve moderate earnings and credit metric improvements while
maintaining adequate liquidity.

An upgrade would require an increase in scale, material credit
metric improvements, and more robust liquidity. Quantitatively,
the ratings could be upgraded if debt/EBITDA is sustained below
5.0 times and EBITA/interest expense is maintained above 2.0
times.

The ratings or rating outlook could be negatively impacted if
operating performance were to deteriorate in a way that caused
debt protection metrics to weaken materially. Specifically,
ratings could be downgraded if debt/EBITDA is sustained at or
above 6.5 times or EBITA/interest expense approaches 1.0 times.
Further, any deterioration in liquidity may result in a downgrade.

The principal methodology used in rating Hunter Fan Company was
the Global Consumer Durables Industry Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Headquartered in Memphis, Tennessee, Hunter Fan Company designs,
engineers, sources and markets ceiling fans and home comfort
appliances primarily under the "Hunter" and "Casablanca" brands.
Revenues for the twelve months ended July 31, 2012 were $237
million. The company is owned by private equity firm, MidOcean
Partners.


HUNTER FAN: S&P Affirms 'B-' Corp. Credit Rating; Outlook Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Hunter
Fan Co., including its corporate credit rating at 'B-'. The
outlook is positive. The affirmation follows Hunter's announcement
that it will refinance its existing term loan and revolver, and
pay a dividend to shareholders.

"At the same time, we assigned our 'B' issue-level rating to
Hunter's proposed $117 million first-lien term loan and $25
million revolving credit facility, both due 2018. The recovery
rating is '2', indicating our expectation for substantial (70% to
90%) recovery for lenders in the event of a payment default. The
new issue-level rating for the proposed term loan is subject to a
review of final documentation by Standard & Poor's," S&P said.

"We understand that Hunter will use the net proceeds from the debt
offering to repay the existing balances on its $160 million term
loan B due 2014, $60 million second-lien term loan due 2014, and
$34 million revolving credit facility due 2013. In addition, the
company will also use the net proceeds to pay a $25 million
dividend to shareholders, including majority shareholder MidOcean
Partners. We will withdraw the issue-level ratings on the
company's existing senior term loans and revolver upon completion
of this transaction and after the existing balances have been
repaid. The proposed senior secured facilities also include an
unrated $63 million second-lien term loan due 2019," S&P said.

"The rating action reflects our belief that Hunter Fan will
increase its earnings from the strengthening of the U.S. housing
market and will be able to maintain 'adequate' liquidity under our
criteria," said Standard & Poor's credit analyst Stephanie Harter.
"Furthermore, we expect the company to improve its credit metrics
through a combination of debt repayment and higher EBITDA over the
next 12 months."

"The positive outlook reflects our expectation that the company
will maintain adequate liquidity and will continue to reduce
leverage over the next 12 months. We could consider an upgrade if
Hunter sustains operating performance at improved levels and
applies excess cash flow toward debt reduction, resulting in
leverage closer to the lower end of the indicative ratio for a
highly leveraged financial risk profile of 5.5x before fiscal year
end 2013. We estimate Hunter could achieve these metrics in a
scenario of low-single-digit revenue growth and adjusted EBITDA
margin slightly greater than current levels," S&P said.

"We could consider revising the outlook to stable if the company's
operating performance deteriorates significantly, or its financial
policies become more aggressive, causing covenant cushion on the
proposed term loan to fall below 10%. We estimate this could occur
if EBITDA were to decline by 24%, assuming constant pro forma debt
levels," S&P said.


IAP WORLDWIDE: S&P Lowers CCR to 'SD' on Debt Restructuring
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Cape
Canaveral, Fla.-based IAP Worldwide Services Inc. (IAP), including
the corporate credit rating to 'SD' from 'CCC'. "We also lowered
our first-lien senior secured issue ratings to 'D' from 'CCC' and
second-lien senior secured issue ratings to 'D' from 'CC'. We
subsequently withdrew our issue ratings," S&P said.

"The rating actions reflect our view that the amendment and
extension of the credit facilities are a de facto restructuring
and, thus, are tantamount to a default according to our criteria,"
said Standard & Poor's credit analyst Dan Picciotto. "Although IAP
debtholders were offered an increase in the interest rates on the
new debt, we believe the increase in pricing did not adequately
compensate lenders for the extension of maturities, which, under
our criteria, resulted in lenders receiving less value than the
promise of the original securities. We believe that lenders
accepted IAP's offer largely because of the perceived risk that
the issuer may not otherwise fulfill its original obligations. We
view this exchange as distressed rather than opportunistic."

"If we receive adequate information, we expect to reassess our
corporate credit rating on IAP over the next few weeks. It is our
preliminary expectation that the corporate credit rating will
likely be in the 'CCC' category but could possibly be as high as
'B-'. Alternatively, we would withdraw the corporate credit rating
if we do not receive adequate information," S&P said.

"Although the transaction was not a deleveraging event, the post-
exchange capital structure alleviates IAP's near-term debt
maturities as the first-lien credit facility was due to expire at
the end of this year. However, we still consider IAP's financial
risk profile to be 'highly leveraged.' Despite the recent
refinancing, we assess the company's liquidity as 'less than
adequate' under our criteria because of potentially tight covenant
headroom and our view that the company does not have the capacity
to absorb low probability adversities," S&P said.

"The ratings on IAP also reflect our revised view of the company's
business risk profile as 'vulnerable' instead of 'weak.' The
business is marked by revenue concentration from large contracts
and the less-predictable nature of contingency operations. We
believe potential cuts in federal defense spending, given current
deficit-reduction efforts, present risks to demand for IAP's
services over time. Although the company has a good rebid record
on contracts and low fixed capital requirements, we believe its
EBITDA margin will remain thin at less than 10%. We believe the
company's margins are consistent with a highly competitive market
for its services. In addition, we score IAP's management and
governance as 'weak,' mainly because of our negative view on the
company's controlling ownership, which we believe has engaged in
very aggressive financial policy since 2005 that promotes the
owners interests above those of other stakeholders," S&P said.


INOVA TECHNOLOGY: Another Amendment to 375MM Shares Prospectus
--------------------------------------------------------------
Inova Technology, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No.6 to the Form S-1 registration
statement relating to the offering of up to 375,000,000 shares of
common stock of Inova in a self-underwritten direct public
offering, without any participation by underwriters or broker-
dealers.  The shares will be sold through the efforts of the
Company's officers and directors.

The offering period will begin on the date this registration
statement is declared effective by the Securities and Exchange
Commission and continue, unless earlier terminated due to it being
fully subscribed, until 5:00 P.M. Local Time, on xxxx, 2013.
There is no minimum number of shares to be sold under this
offering.

The Company's common stock is quoted on the OTCQB by the OTC
Markets Group under the symbol "INVA".  On Nov. 6, 2012, the last
reported sale price for the Company's common stock was $0.01 per
share.

A copy of the amended prospectus is available for free at:

                        http://is.gd/ldD3Kh

                      About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company reported a net loss of $1.24 million for the year
ended April 30, 2012, compared with a net loss of $3.35 million
during the prior year.

The Company's balance sheet at July 31, 2012, showed $7.65 million
in total assets, $18.83 million in total liabilities and a $11.18
million total stockholders' deficit.

                           Going Concern

The Company has an accumulated deficit and negative working
capital and is in default on the majority of its notes payable as
of July 31, 2012.  These conditions raise substantial doubt as to
the Company's ability to continue as a going concern.

"Our ability to continue as a going concern is dependent upon our
ability to generate sufficient cash flows to meet our obligations
on a timely basis, to obtain additional financing as may be
required, and ultimately to attain profitable operations," the
Company said in its quarterly report for the period ended July 31,
2012.  "However, there is no assurance that profitable operations
or sufficient cash flows will occur in the future."

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2012, and 2011 and has a working capital deficit as of
April 30, 2012, which raise substantial doubt about Inova's
ability to continue as a going concern.


JAMES EATON: Dist. Court Affirms Ch. 7 Trustee's Accord With Bank
-----------------------------------------------------------------
District Judge Todd J. Campbell in Nashville, Tenn., declined the
request of James K. Eaton Sr. for an order overturning bankruptcy
court approval of a May 2012 compromise and settlement between the
Chapter 7 trustee of Mr. Eaton's estate, and his lender, Citizens
Tri-County Bank.  The lender had filed an adversary complaint
seeking an exception from discharge for an alleged debt owed by
the Debtor.

The District Judge held that the Bankruptcy Court's findings as to
the Compromise and Settlement are supported by the record and do
not constitute an abuse of discretion.

A copy of the District Court's Nov. 28, 2012 Memorandum is
available at http://is.gd/qYLzuufrom Leagle.com.

James K. Eaton Sr. filed a voluntary Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 10-09709) on Sept. 20, 2010.  E. Covington
Johnston, Esq., at Johnston & Street, represents the Debtor.  In
his petition, Mr. Eaton estimated $1 million to $10 million in
both assets and debts.  The case was converted to one under
Chapter 7, and a trustee was appointed.


KAK LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: KAK LLC
        427 N. Columbia Street
        Covington, LA 70433

Bankruptcy Case No.: 12-13490

Chapter 11 Petition Date: November 26, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Matthew L. Pepper, Esq.
                  WONDERLY AND PEPPER
                  25211 Grogans Mill Road, Suite 450
                  The Woodlands, TX 77380
                  Tel: (281) 367-2266
                  Fax: (218) 292-6072
                  E-mail: pepperlaw@msn.com

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

Estimated Debts: $500,001 to $1,000,000

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

The petition was signed by Adam A. Ackel, manager.


KNIGHT CAPITAL: GETCO Offers to Buy Knight at $3.50 Per Share
-------------------------------------------------------------
GETCO Holding Company, LLC, proposes to buy Knight Capital Group,
Inc., in a transaction that values Knight's common shares at a
price of $3.50 per share, a 41% premium to the closing price on
Nov. 23, 2012.

The Merger would involve a two-step process that is designed to
provide maximum flexibility for Knight's shareholders.  The first
step would be reorganization of Knight as a holding company with
GETCO shareholders receiving 242 million newly issued shares of
Knight and warrants to purchase Knight common stock.  The second
step would be an issuer tender offer for up to 154 million shares
of Knight at a cash price of $3.50 per share.

In a letter to Knight's Board of Directors, Daniel Coleman, chief
executive officer of GETCO, said, "We believe this Merger offers
Knight's shareholders a clear path to reaping the benefits of this
unique opportunity, and would be very attractive to both our
shareholder bases.  In addition, by structuring the transaction
with both cash and equity components, Knight shareholders are able
to realize an immediate return on investment, as well as preserve
the opportunity to participate in the future growth of the
combined company."

After completion of the Merger, assuming full participation in the
tender offer, no shareholder would individually own more than 20%
of the combined company and most large shareholders would be under
10% ownership.

GETCO has lined up $950 million of fully-committed financing from
a large financial institution.

Under the proposal, Mr. Coleman will serve as CEO and a Board
member of the combined company and Tom Joyce will be non-executive
Chairman of the Board.  In addition, the Board will include four
directors nominated by former GETCO shareholders and three
directors currently serving on the Knight Board of Directors.

GETCO expects to enter into a definitive agreement by no later
than Dec. 3, 2012.

GETCO beneficially owns 56,875,362 shares of Class A common stock
of Knight representing 23.8% of the shares outstanding as Nov. 28,
2012.

                         About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.

Knight Capital's balance sheet at Sept. 30, 2012, showed $8.58
billion in total assets, $7.10 billion in total liabilities,
$259.27 million in convertible preferred stock, and $1.21 billion
in total equity.


LAURA DAWN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Laura Dawn Apartments, LLC
        300 "B" Street
        Turlock, CA 95380

Bankruptcy Case No.: 12-93003

Chapter 11 Petition Date: November 26, 2012

Court: U.S. Bankruptcy Court
       Eastern District of California (Modesto)

Judge: Ronald H. Sargis

Debtor's Counsel: David C. Johnston, Esq.
                  JOHNSTON & JOHNSTON LAW CORP.
                  627 13th Street, Suite E
                  Modesto, CA 95354
                  Tel: (209) 579-1150

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

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

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

The petition was signed by Joe Wu, managing member.


LEHMAN BROTHERS: Bingham McCutchen Reduces Fees to $22.6-Mil.
-------------------------------------------------------------
Bingham McCutchen LLP revised its final fee application, which
covers the period September 15, 2008 to March 6, 2012.

In the revised application, the firm asked to reduce the amount
of fees from $23,211,984 to $22,551,938, and to increase the
amount of reimbursement sought for work-related expenses from
$1,552,282 to $1,663,541.

Another bankruptcy professional, FTI Consulting Inc., filed an
application for interim allowance of $670,272 in fees and
reimbursement of $14,230 in work-related expenses incurred during
the period August 1 to October 31, 2012.

                  Quinn, Fee Committee Ink Deal

Quinn Emanuel Urquhart & Sullivan LLP inked a deal with the fee
committee, under which they agreed for entry of a court order
approving its request for interim allowance of $8,028,311 in fees
and reimbursement of $449,854 in expenses incurred during the
period October 1, 2011 to March 5, 2012.

Meanwhile, the fee committee filed its second summary report
recommending court approval for $926,778,926 in fees and
$30,178,542 in expenses as requested in the final fee
applications of Lehman professionals.  The second summary report
is available without charge at http://is.gd/fmcoaj

         Milbank Asks Court to Overrule Kuntz Objection

Milbank Tweed Hadley & McCloy LLP, legal counsel to the committee
representing Lehman's unsecured creditors, asked the bankruptcy
court to overrule the objection filed by William Kuntz III.

Mr. Kuntz filed last month an objection to Milbank's final fee
application, seeking a reduction in its fees due to a purported
undisclosed "conflict" resulting from the participation of U.S.
Bank N.A. in the committee.

In a court filing, Milbank argued that Mr. Kuntz lacks standing
to lodge an objection to the fee application.

"Mr. Kuntz's claims were expunged by this court more than two
years ago and that, consequently, Mr. Kuntz is no longer a
creditor," Milbank said.

A court hearing was scheduled for November 29.

                       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.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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 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.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

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 215/945-700)


LEHMAN BROTHERS: Broker Settles Claim With German Liquidator
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Lehman Brothers Inc., the brokerage
subsidiary of Lehman Brothers Holdings Inc., settled the
$1.35 billion in claims lodged by the liquidator for the German
affiliate Lehman Brothers Bankhaus AG.

According to the report, the German liquidator will have an
approved unsecured claim in the Lehman brokerage liquidation for
$600 million representing a 55% reduction.  In turn, James
Giddens, the Lehman brokerage trustee, will waive a $105,000 claim
against the German affiliate.

The settlement will come to bankruptcy court for approval on
Jan. 16.

Mr. Giddens, the Bloomberg report notes, has said the remaining
customers are near the receipt of 100% payment as the result of
settlements with affiliates, including the U.K. liquidators for
European affiliates and liquidators for the Swiss affiliate.

                       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.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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 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.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

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 215/945-700)


LIFE TABERNACLE-CULLEN: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Life Tabernacle-Cullen, Inc.
        6701 Cullen Boulevard
        Houston, TX 77021

Bankruptcy Case No.: 12-38680

Chapter 11 Petition Date: November 26, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Thomas Baker Greene, III, Esq.
                  LAW OFFICE OF THOMAS B. GREENE III
                  2311 Steel Street
                  Houston, TX 77098
                  Tel: (713) 882-2312
                  E-mail: tbgreeneiii@msn.com

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

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

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

The petition was signed by Richard S. Rose, II, president.


LINN ENERGY: S&P Affirms 'B' Rating on Unsecured Debt; Off Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' issue rating
(one notch below the corporate credit rating) on Linn Energy LLC's
senior unsecured debt and removed the rating from CreditWatch with
negative implications.

"The recovery rating on the senior unsecured debt is '5',
indicating our expectation that lenders would receive modest (10%
to 30%) recovery in the event of a payment default. We took these
ratings off CreditWatch following a review of the recovery
prospects of Linn's unsecured debt using the PV-10 value of its
proved reserves, including all year-to-date acquisitions, based
on our revised recovery price assumptions of $50 per barrel West
Texas Intermediate (WTI) crude oil and $3.50 per mmBtu natural
gas," S&P said.

The ratings on Linn Energy LLC reflect the company's "fair"
business risk and "aggressive" financial risk profiles. These
assessments reflect Linn's growing midsize reserve base, elevated
financial leverage, and substantial quarterly distributions to
unitholders. Also, impacting ratings are the low geological risk
inherent in the company's reserve base, a balanced production mix
between natural gas and liquids, and substantial commodity price
hedges to minimize cash flow volatility.

RATINGS LIST
Linn Energy LLC
Corporate credit rating               B+/Stable/--

Ratings Off CreditWatch
Linn Energy LLC
Linn Energy Finance Corp.
                                       To          From
Senior Unsecured                      B           B/Watch Neg
  Recovery rating                      5           5


LOCATION BASED TECH: Incurs $8.7 Million Net Loss in Fiscal 2012
----------------------------------------------------------------
Location Based Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $8.69 million on $597,051 of total net revenue for
the year ended Aug. 31, 2012, compared with a net loss of $8.22
million on $16,969 of total net revenue during the prior fiscal
year.

Location Based's balance sheet at Aug. 31, 2012, showed $5.52
million in total assets, $5.75 million in total liabilities,
$430,700 in commitments and contingencies and a $661,566 total
stockholders' deficit.

Comiskey & Company, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for the fiscal year ended
Aug. 31, 2012, which expresses substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$45,000,000.  There is minimal sales history for the Company's
products, which are new to the marketplace.

                         Bankruptcy Warning

The Company remains obligated under a significant amount of notes
payable, and Silicon Valley Bank has been granted security
interests in its assets.

"If we are unable to pay these or other obligations, the creditors
could take action to enforce their rights, including foreclosing
on their security interests, and we could be forced into
liquidation and dissolution.  We are also delinquent on a number
of our accounts payable.  Our creditors may be able to force us
into involuntary bankruptcy."

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

                        http://is.gd/oIViDF

                 About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.


LOCATION BASED TECH: Taps Omni View to Raise $11-Mil. Financing
---------------------------------------------------------------
Location Based Technologies, Inc., has retained the services of
Omni View Capital Advisors.

The term of Omni View's employment will be one year which may be
renewed for an additional year at the Company's discretion.

Omni View will act as the Company's exclusive advisor concerning
matters pertaining to the Company's efforts to raise $1 million in
bridge convertible debt financing and up to $10 million in
additional equity financing thereafter.  Omni View agrees to
invest and cause its affiliates to invest by Jan. 15, 2013, at
least an aggregate of $1 million.

In connection with the capital raises, Omni View will assist the
Company in:

   (i) capital and transaction structuring, including necessary
       recapitalizations of the Company by preferred stock
       authorization and issuances or stock splits or otherwise;

  (ii) development of capital markets strategy;

(iii) valuation analysis;

  (iv) company, market and industry research;

   (v) analysis of various exchange listing requirements and
       assistance in uplisting to a national securities exchange;

  (vi) assistance in selection of Board of Director candidates;

(vii) assistance in client acquisition and business development;
       and

(viii) transaction negotiation and execution.

Omni View will receive 4.9% of the outstanding shares of the
Company's common stock on a fully diluted basis upon (i) closing
of capital raising transactions which in the aggregate generate at
least $5 million in gross proceeds to the Company and (ii)
completion of an uplisting of the Company's common stock to a
national securities exchange.

The Company also agrees to promptly reimburse Omni View for all
out-of-pocket expenses incurred by Omni View in providing the
Advisory Services upon presentation by Omni View to the Company of
reasonable documentation thereof; provided, that the Company must
pre-approve any expense over $10,000 and will not be obligated to
reimburse Omni View for out-of-pocket expenses to the extent that
those expenses exceed $100,000 in the aggregate.

                 About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

Location Based incurred a net loss of $8.69 million for the year
ended Aug. 31, 2012, compared with a net loss of $8.22 million
during the prior fiscal year.

Location Based's balance sheet at Aug. 31, 2012, showed $5.52
million in total assets, $5.75 million in total liabilities,
$430,700 in commitments and contingencies and a $661,566 total
stockholders' deficit.

Comiskey & Company, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for the fiscal year ended
Aug. 31, 2012, which expresses substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$45,000,000.  There is minimal sales history for the Company's
products, which are new to the marketplace.

                         Bankruptcy Warning

The Company remains obligated under a significant amount of notes
payable, and Silicon Valley Bank has been granted security
interests in its assets.

"If we are unable to pay these or other obligations, the creditors
could take action to enforce their rights, including foreclosing
on their security interests, and we could be forced into
liquidation and dissolution.  We are also delinquent on a number
of our accounts payable.  Our creditors may be able to force us
into involuntary bankruptcy."


LODGENET INTERACTIVE: OKs $2-Mil. Key Employee Incentive Plan
-------------------------------------------------------------
The Compensation Committee of the Board of Directors of LodgeNet
Interactive Corporation approved a key employee incentive plan
that covers seven of the Company's executives and a key employee
retention plan covering 44 additional Company employees identified
by management as critical.

To earn any incentive bonus payment, a Covered Executive must
maintain his employment with the Company through the earlier of
the closing of a Transaction or July 31, 2013.  For this purpose,
a "Transaction" will only occur if the Company files under chapter
11 of the Bankruptcy Code and one of the following occurs:

   (i) a sale of all or substantially all of the assets or a
       majority of the outstanding stock of the Company in one or
       more transactions under section 363 of the Bankruptcy Code
       or pursuant to a confirmed chapter 11 plan;

  (ii) the conversion of the Company's chapter 11 case to a case
       under chapter 7 of the Bankruptcy Code; or

(iii) a restructuring of the Company's balance sheet pursuant to
       a confirmed chapter 11 plan.

The Covered Executives include Richard L. Battista, the Company's
principal executive officer, Frank P. Elsenbast, the Company's
principal financial officer, and its other named executive
officers, James G. Naro and Derek R. White.  The other Covered
Executives include key members of the Company's management team.

Subject to the achievement of certain performance targets, each
Covered Executive will receive a total incentive bonus payment
equal to approximately 35-50% of his respective salary, provided
that if the performance target is exceeded or missed, the actual
incentive bonus payment received will likewise be a greater or
lesser percentage of base salary.

One-third of the incentive bonus payment is payable upon the
Covered Executive's entry into a letter agreement, which is
expected to occur in early December, confirming his acceptance of
the terms of the Employee Incentive Plan.  The total amount of
these initial payments is expected to be approximately $365,200.
The remaining two-thirds of the incentive bonus payment is subject
to the Company meeting its cumulative EBITDA target through the
Vesting Date.  The total amount of these Additional Payments is
expected to be approximately $730,400; however, the additional
payments will be adjusted 2% for every 1% over or under the EBITDA
target.  No Additional Payment will be made if the Company does
not achieve at least 85% of the EBITDA target and the Additional
Payment is capped at a maximum of 125% of the EBITDA target, which
results in a maximum 150% payout, or approximately $1,096,000.

Under the employee retention plan, the applicable employees will
each receive a retention bonus equal to 20%-25% of their
respective salaries.  The employee must remain employed with the
Company through the Vesting Date to earn the bonus, unless the
employee's employment is terminated without cause or he or she
resigns for good reason.  The aggregate payments under this key
employee retention plan are expected to be approximately $1.4
million.

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $291.74
million in total assets, $448.72 million in total liabilities and
a $156.98 million total stockholders' deficiency.

                 Going Concern/Bankruptcy Warning

"The decline in revenue during the third quarter of 2012 and the
payment terms of our vendor forbearance agreements created
liquidity constraints on our operations and related financial
results.  These liquidity constraints and our non-compliance with
certain of our debt covenants have resulted in there being
substantial doubt about our ability to continue as a going
concern," the Company said in its quarterly report for the period
ended Sept. 30, 2012.

Historically, the Company followed a practice of reducing
outstanding debt under its Credit Facility by making prepayments
on its debt.  These additional debt payments contributed to the
Company's historical debt covenant compliance.  However, during
2012, the Company's practice of making additional debt payments
was achieved in part by delaying certain payments to its vendors,
including major vendors such as DirecTV and HBO.  During the third
quarter of 2012, each of these vendors required the Company to
enter into payment plans.  In order to maintain continued service
from these two vendors, the Company entered into forbearance
agreements with each of them, which require payments to both
vendors between September and December 2012.  According to the
agreements, the Company's next payments of $10.0 million and $4.0
million to DirecTV and HBO, respectively, would have been due on
Nov. 15, 2012.  The Company did not expect to have the necessary
liquidity to make those payments and maintain its operations.
Consequently, the Company has negotiated a revision to its
forbearance agreement with DirecTV, whereby the Company's November
payment has been deferred to Dec. 17, 2012, at which time the
Company will be obligated to pay them $20 million.  The Company
has also negotiated a revision to its forbearance agreement with
HBO, whereby the Company will make a current payment of $1.5
million to them, representing a partial payment of the Company's
November obligation, defer the balance to December and owe them a
payment of $6 million on Dec. 17, 2012.  The Company has obtained
the consent of the requisite lenders to revise those forbearance
agreements.

"If we are unable to obtain sufficient liquidity to make such
payments, which is likely, or such payments are not further
deferred, we would be forced to file under Chapter 11 of the U.S.
Bankruptcy Code in December.  The Company is in active
negotiations with its lenders and a potential investor in an
effort to structure an orderly bankruptcy process."

                           *     *     *

As reported by the TCR on Aug. 7, 2012, Moody's Investors Services
downgraded LodgeNet Interactive's Corporate Family Rating to
'Caa1' from 'B3' and changed the Probability of Default Rating
(PDR) to 'Caa2' from 'Caa1'.  The reason for the downgrade is due
to poor first and second quarter financial results and Moody's
expectations that they will not improve in the near term.

In the Aug. 7, 2012, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S. in-room
entertainment and data services provider LodgeNet Interactive
Corp. to 'CCC' from 'B-'.  "The downgrade reflects LodgeNet's weak
second-quarter operating performance resulting from a sharp
reduction in its room base, which we expect will continue over the
near term," said Standard & Poor's credit analyst Hal Diamond.


LODGENET INTERACTIVE: In Active Talks for Bankruptcy
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LodgeNet Interactive Corp. said in a regulatory
filing that it's in "active negotiations" with lenders "and a
potential investor in an effort to structure an orderly bankruptcy
process."

According to the report, the company violated a covenant in its
bank loan and has a forbearance agreement good until Dec. 17.

LodgeNet's balance sheet was upside down as of Sept. 30 with
assets of $291.7 million and liabilities totaling $448.8 million.
For the first three quarters of the year, there was a
$105.7 million net loss on revenue of $278.7 million.  The loss
included a $92.6 million asset-impairment charge.

The Sioux Falls, South Dakota-based company declined 1.5 cents to
20 cents Thursday in Nasdaq Stock Market trading.  The shares
topped $36 in mid-2007.

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

                           *     *     *

As reported by the TCR on Aug. 7, 2012, Moody's Investors Services
downgraded LodgeNet Interactive's Corporate Family Rating to
'Caa1' from 'B3' and changed the Probability of Default Rating
(PDR) to 'Caa2' from 'Caa1'.  The reason for the downgrade is due
to poor first and second quarter financial results and Moody's
expectations that they will not improve in the near term.

In the Aug. 7, 2012, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S. in-room
entertainment and data services provider LodgeNet Interactive
Corp. to 'CCC' from 'B-'.  "The downgrade reflects LodgeNet's weak
second-quarter operating performance resulting from a sharp
reduction in its room base, which we expect will continue over the
near term," said Standard & Poor's credit analyst Hal Diamond.


LODGENET INTERACTIVE: S&P Cuts CCR to 'CC' on Restructuring
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on LodgeNet Interactive Corp. to 'CC' from 'CCC'. The
rating outlook is negative.

"The downgrade follows the company's disclosure that it is
negotiating with its lenders and third parties regarding
restructuring options, which may include a filing under Chapter
11," said Standard & Poor's credit analyst Hal Diamond. "As of
Sept. 30, 2012, the company was in violation of the 4.0x net
leverage covenant in its credit facility. The company entered a
forbearance agreement in October 2012 in which lenders agreed not
to exercise their default-related rights and remedies through Dec.
17, 2012. The company has classified its debt due April 2014 as
current on its balance sheet, as lenders could require payment of
amounts outstanding on Dec. 17, 2012. These liquidity constraints
and the covenant breach have resulted in substantial doubt about
the company's ability to continue as a going concern," S&P said.

"The negative outlook reflects our view that the company will
likely default over the near term due to strained liquidity and an
unfavorable operating outlook. We regard a near-term revision of
the outlook to stable or upgrade as remote scenarios that would
require improvement in operating performance and restoration of a
healthy margin of compliance with financial covenants, none
of which appears probable," S&P said.


LLOYD E. MITCHELL: Has Approval to Implement Accord With Insurers
-----------------------------------------------------------------
Bankruptcy Judge Nancy V. Alquist lifted the automatic stay in the
asbestos-related Chapter 11 case of Lloyd E. Mitchell, Inc., to
permit the implementation of a settlement agreement reached
earlier in the case.

Lloyd E. Mitchell, Inc. is a Maryland corporation that formerly
operated a mechanical contracting business in the Baltimore
metropolitan area.  Since it ceased operations in 1976 and
liquidated its operating assets, it has been primarily consumed by
defending against asbestos-related personal injury claims and
dealing with insurance coverage issues.

The extent to which insurance policies written by Maryland
Casualty Company provide coverage for asbestos claims is the
subject of litigation in the Circuit Court for Harford County,
Maryland.  Additional parties have joined in the Harford County
Litigation to preserve and protect their rights, including a
putative class of asbestos personal injury claimants, as well as
additional insurers.  The Harford County Litigation presided over
by the Honorable William O. Carr, is in some state of being
certified as a class action lawsuit.

The settling parties are Maryland Casualty Company; The Travelers
Indemnity Company; the Debtor; and the Law Offices of Peter G.
Angelos, P.C. on behalf of certain clients with asbestos-related
claims. The settlement agreement would resolve more than 9,000
outstanding Asbestos Claims against the Debtor.  The Settlement
Agreement would also resolve Maryland Casualty's outstanding
claims against the Debtor for reimbursement and breach of an
earlier settlement agreement between the parties.  In addition,
the Settlement Agreement would resolve a number of other matters
that are pending in the bankruptcy case including the (1) Joint
Motion of Debtor and Official Committee of Unsecured Creditors to
Dismiss Chapter 11 Case, (2) the Cross Motion to Appoint Trustee
filed by Maryland Casualty, and (3) the Insurers' Joint
Liquidating Plan.

The Settling Parties previously sought relief from the bankruptcy
stay (1) to submit the Settlement Agreement for Approval to the
Circuit Court for Baltimore City for a determination if the
amounts proposed to be paid to the settling claimants are fair and
reasonable, (2) if approval was obtained from the Baltimore City
Court, for leave to go to Judge Carr to request permission to
dismiss the claims they have against each other in the Harford
County Litigation, including the claims for coverage by the
settling asbestos claimants, and (3) to pay the claims being
settled.

The Court lifted the stay to permit the parties to seek the
approval of Judge Carr in the Harford County Litigation as to the
fairness and appropriateness of the Settlement Agreement, and also
to seek the approval of the Circuit Court of Baltimore City of the
terms of the payment of the individual claims.  The Court did not
authorize any claims to be paid at that time.

Subsequently, the parties obtained an order approving the
settlement terms from each of the two state courts. The parties
now return to the Bankruptcy Court Court to seek authorization to
consummate the Settlement Agreement, including the payment of
claims.

A copy of Judge Alquist's Nov. 29, 2012 Memorandum Order is
available at http://is.gd/OLs2zgfrom Leagle.com.

Lloyd E. Mitchell, Inc., filed for Chapter 11 bankruptcy (Bankr.
D. Md. Case No. 06-13250) on June 6, 2006.  Judge Nancy V. Alquist
oversees the case.  Mark J. Friedman, Esq., at DLA Piper Rudnick
Gray Cary US LLP, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts.


M/I HOMES: S&P Affirms 'B-' Corp. Credit Rating; Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on M/I
Homes Inc. to positive from stable. "At the same time, we affirmed
our 'B-' corporate credit rating and our existing debt ratings on
the company. We also maintain a '3' recovery rating on the
company's senior unsecured notes, indicating our expectation for a
meaningful (50%-70%) recovery in the event of a payment default,"
S&P said.

"The outlook revision reflects M/I Home's faster than expected
return to profitability, driven by improved margins on new
communities and a faster sales pace in all markets from a
relatively firmer overall housing environment," said credit
analyst Matthew Lynam. "We believe the company's strategy to
expand community count in its better performing markets will
result in stronger credit metrics through greater operating
leverage. The outlook also considers the company's improved
liquidity cushion provided by a capital raise of equity and
subordinated convertible notes in the third quarter of 2012."

"Our positive outlook acknowledges M/I Homes' recently
strengthened liquidity and incorporates our view that single-
family housing fundamentals are slowly improving. We expect M/I
Homes to maintain adequate liquidity, while investing the bulk of
its cash in new communities to bolster sales and gross margins to
levels that support gradually improving profitability over the
next one to two years," S&P said.

"An upgrade would require the company to achieve and sustain
improved financial metrics given its smaller platform and exposure
to weaker homebuilding markets. We could revise the outlook back
to stable if liquidity becomes less than adequate, perhaps due to
more aggressive land investment activity than we currently
anticipate or the reinstatement of dividend distributions," S&P
said.


MCCLATCHY COMPANY: Moody's Affirms 'Caa1' CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service changed The McClatchy Company's
(McClatchy) rating outlook to stable from positive, affirmed its
Caa1 Corporate Family Rating (CFR), and assigned a B1 rating to
the company's proposed $750 million senior secured first lien
notes due 2022. The rating outlook change reflects Moody's
expectation that ongoing revenue pressure on newspapers will make
it challenging for McClatchy to reduce its very high leverage even
assuming the company continues to apply its free cash flow to
reduce debt. Moody's views the leverage as unsustainable over the
longer-term, although a favorable maturity profile creates low
near term default risk.

McClatchy plans to utilize the net proceeds from the note offering
to refinance a portion of its existing first lien notes due 2017
($846 million outstanding at 9/23/12) and fund transaction fees
and expenses, including a significant redemption premium. The
transactions reduce refinancing risk and extend the company's
already favorable maturity profile. The modest expected reduction
in cash interest expense and the added liquidity from the new $75
million super priority five-year revolver are also credit
positive. The incremental debt will nevertheless increase
leverage.

Assignments:

  Issuer: McClatchy Company (The)

    Senior Secured Regular Bond/Debenture, Assigned a B1, LGD2 -
21%

Outlook Actions:

  Issuer: McClatchy Company (The)

    Outlook, Changed To Stable From Positive

Ratings Rationale

McClatchy's revenue continues to decline notwithstanding a modest
rebound in economic activity and a recovery in advertising in most
other media channels. There continues to be low visibility on the
magnitude and timing of any recovery in newspaper advertising,
which would depend on the strength of the overall advertising
market as well as the changes in media consumption trends. Tepid
economic recovery, and a potentially soft broader advertising
market in 2013, will likely hamper recovery for the newspaper
industry. Over 2013-2014, Moody's expects McClatchy to experience
sustained declines in print advertising and circulation, mitigated
but not fully offset by growth in digital advertising and new
revenue initiatives such as increases in subscription prices to
cover bundled print-digital access, as well as other new digital
and direct marketing products.

McClatchy continues to aggressively manage costs and is benefiting
from significant cash distributions from its equity investments,
which have helped to limit EBITDA erosion. Moody's nevertheless
believes the company will find it increasingly difficult to offset
revenue declines with cost cuts while supporting both print and
digital distribution platforms and investing in its growth
opportunities. As a result, Moody's expects McClatchy's EBITDA to
decline in a mid to high single digit percentage range annually
through 2014.

McClatchy's Caa1 CFR reflects the revenue pressure on the
company's newspaper and print operations, reliance on cyclical
advertising spending, and its very high and unsustainable leverage
including a large underfunded pension. These risks are only
partially tempered by the company's good market position in local
news, positive free cash flow, and a favorable maturity profile
that diminishes near-term default risk. Moody's expects newspapers
will continue to face growing competition with technology-driven
changes in media consumption and shifts by advertisers away from
newspapers creating ongoing pressure on McClatchy's revenue and
margins. McClatchy is likely to face a broader number of
competitors with its initiatives to grow digital revenue and
expand products such as direct marketing, and that gains will not
fully offset declines in its print newspaper revenue. Generating
sufficient free cash flow to repay enough debt to offset earnings
declines and reduce the company's high debt-to-EBITDA leverage
(approximately 6.3x LTM 9/23/12 incorporating Moody's standard
adjustments and cash distributions from equity investments in
EBITDA) will be challenging, and Moody's believes a restructuring
over the longer-term is likely absent a significant reduction in
leverage. This is the primary driver of the Caa1 CFR.

The proposed note offering is conditioned on completion of a
concurrent tender offer and consent made to existing 2017 secured
note holders. The proposed notes will be guaranteed by each
material domestic subsidiary and secured by a first lien on
essentially all tangible and intangible assets (except Principal
Properties and stock of subsidiaries as defined in the unsecured
note indentures) and share ratably in the proceeds of any
collateral sale with the existing 2017 secured notes. The proposed
$75 million credit facility is secured by the same first lien
collateral but would receive proceeds from the disposition of the
collateral prior to any distribution to the proposed 2022 and 2017
secured notes. As a result, Moody's ranks the credit facility
ahead of the secured notes in the Loss Given Default framework.
The security package is not an all asset pledge, but Moody's is
not using a deficiency claim in the Loss Given Default framework
as the guarantee and collateral package (including guarantees from
subsidiaries holding certain minority investments) is expected to
provide sufficient coverage of secured debt in the event of a
default given the more modest secured leverage (approximately
2.75x as of 9/23/12 pro forma for the proposed transactions).

McClatchy's SGL-2 speculative-grade liquidity rating reflects its
good liquidity position for the next 12-15 months with sufficient
cash (approximately $15.7 million as of 9/23/12) and EBITDA
generation to fund interest, taxes, pension contributions, capital
spending and other cash needs. Moody's expects McClatchy will
generate roughly $100 million of free cash flow over the next 12
months, with undrawn capacity on the $75 million revolver (after
factoring in $38 million letters of credit) providing modest
additional liquidity support. The company has no debt maturities
until November 2014, and Moody's expects McClatchy's EBITDA
cushion within its revolver financial maintenance covenants will
exceed 20% over the next 12-15 months based on the covenant
definitions in its proposed revolver.

The stable outlook reflects Moody's expectation that the U.S.
economy will continue to grow modestly, that McClatchy's revenue
and EBITDA will continue to decline, and that debt-to-EBITDA
leverage will remain above 6.0x. The stable rating outlook also
reflects McClatchy's good near-term liquidity position leading to
low default risk over the next two years, continued positive free
cash flow generation and ongoing plans to reduce debt. Moody's
expects the rating outlook would be stable if the proposed
refinancing is not completed.

Greater revenue stability such that the company can sustain and
grow EBITDA, sustained positive free cash flow in excess of 5% of
debt, and debt-to-EBITDA sustained below 6.0x could result in an
upgrade. The company would also need to maintain a comfortable
liquidity position including good covenant cushion and an
expectation that it can fund or refinance maturities as they come
due.

Heightened risk of a restructuring, meaningful erosion of free
cash flow, persistent revenue declines with limited prospects for
a reversal, or a weakening liquidity position caused by a
declining margin of compliance with credit facility covenants or
insufficient cash and cash flow coverage of interest and
approaching debt maturities could result in a downgrade.

The principal methodology used in rating The McClatchy Company was
the Global Publishing Industry Methodology published in December
2011 and the Global Cable Television Industry 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.

McClatchy, headquartered in Sacramento, CA, is the third-largest
newspaper company in the U.S., with 30 daily newspapers, community
newspapers, websites, mobile news and advertising, niche
publications, direct marketing and direct mail services. McClatchy
also owns McClatchy Interactive and holds equity investments in
CareerBuilder, Classified Ventures, and other newspaper and online
properties. Revenue for the LTM ended 9/23/12 was approximately
$1.2 billion.


MCCLATCHY COMPANY: S&P Rates Proposed $750-Mil. Secured Notes 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to The McClatchy Co.'s proposed $750 million senior secured
notes due 2022 (one notch above the 'B-' corporate credit rating
on the company). "We also assigned the notes a recovery rating of
'2', indicating our expectation of substantial (70% to 90%)
recovery for noteholders in the event of a payment default," S&P
said.

All existing ratings on the company, including the 'B-' corporate
credit rating, are affirmed.

"Issue proceeds will be used to fund the tender for the $846
million 11.5% senior secured notes due 2017 and related call
premium," said Standard & Poor's credit analyst Hal Diamond. The
transaction slightly increases debt leverage, though it extends
the bulk of 2017 maturities and reduces interest expense.

Pro forma total debt was $1.679 billion as of Sept. 23, 2012.

"The corporate credit rating on Sacramento, Calif.-based The
McClatchy Co. reflects high leverage, ongoing revenue declines due
to the shift of news consumption and advertising to digital media,
and the company's exposure to weak economic conditions. Standard &
Poor's anticipates that credit measures will gradually deteriorate
because of continued secular pressure on the business, despite
efforts at cost restructuring and development of new digital
revenue. The company has a 'highly leveraged' financial profile,
according to our criteria, because of its high ratio of debt to
EBITDA, and our expectation of rising leverage and declining
discretionary cash flow over the next few years," S&P said.

"The stable rating outlook reflects our expectation that the
company will be able to maintain total lease and pension-adjusted
debt to EBITDA below 7x despite the ongoing secular decline in
print advertising revenue, and that the margin of compliance with
its leverage covenant will remain adequate. We could downgrade
McClatchy to 'CCC+' if we become convinced the pace of ad revenue
declines will accelerate to a low-double-digit percent rate, the
margin of compliance with its leverage covenant will narrow to
under 10%, or discretionary cash flow will become minimal. For an
upgrade to 'B', which we consider a remote possibility, we would
look for a significant moderation in newspaper revenue declines,
solid growth in online advertising, maintenance of adjusted
leverage below 4.5x, and refinancing of the remainder of 2017 debt
maturities," S&P said.


MIRACLE TEMPLE: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Miracle Temple Ministries, Inc.
        3750 Millbranch Road
        Memphis, TN 38116

Bankruptcy Case No.: 12-32688

Chapter 11 Petition Date: November 26, 2012

Court: U.S. Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Michael Don Harrell, Esq.
                  HARRELL AND ASSOCIATES
                  1884 Southern Avenue
                  Memphis, TN 38114
                  Tel: (901) 274-5484
                  E-mail: harrellandassoc@bellsouth.net

Scheduled Assets: $3,674,800

Scheduled Liabilities: $4,862,800

A copy of the Company's list of its three unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/tnwb12-32688.pdf

The petition was signed by Richard Campbell, CFO.


MJM STONE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: MJM Stone Supply, LLC
        14 Perry Street
        Stamford, CT 06902

Bankruptcy Case No.: 12-52117

Chapter 11 Petition Date: November 27, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Scott M. Charmoy, Esq.
                  CHARMOY & CHARMOY
                  1261 Post Road
                  P.O. Box 804
                  Fairfield, CT 06824
                  Tel: (203) 255-8100
                  Fax: (203) 255-8101
                  E-mail: scottcharmoy@charmoy.com

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

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

Affiliate that simultaneously sought Chapter 11 protection:

  Debtor                           Case No.
  ------                           --------
MJM Development, LLC               12-52118
  Assets: $1,000,001 to $10,000,000
Debts: $1,000,001 to $10,000,000

The petitions were signed by Miguel A. Juarez, sole member.

A copy of MJM Development's list of its three unsecured creditors
is available for free at http://bankrupt.com/misc/ctb12-52118.pdf


MHEALTH INSURANCE: A.M. Best Assigns 'B' Finc'l Strength Rating
---------------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of B (Fair)
and an issuer credit rating of "bb+" to MHealth Insurance Company
(MHealth) (Houston, TX).  The outlook assigned to both ratings is
stable.

The ratings recognize the strategic role MHealth plays and the
explicit support it receives from its ultimate parent, Memorial
Hermann Healthcare System.  The parent company has demonstrated
explicit financial support through capital contributions and the
implementation of a risk-based capital support guarantee in the
latter part of 2012.  The ratings also reflect MHealth's strong
risk-adjusted capital levels and its very conservative investment
portfolio.

Offsetting these positive rating factors are MHealth's continued
but improved operating losses through 2012, which are projected to
continue through year-end 2013.  Additionally, the company has a
limited service area, coupled with some concentration in small
group business.  A.M. Best believes the small group business could
be negatively impacted by healthcare reform and the setup of
exchanges, with MHealth potentially losing some business at a time
when it is trying to grow.  However, the management at MHealth
feels that healthcare reform could have a positive impact based on
its integrated approach and the potential to offer competitively
priced narrow network products and customer friendly plan designs
in a business-to-consumer marketplace.  A.M. Best will continue to
monitor what the ultimate impact will be of these federal
regulatory changes on the plans business model, production and
profitability going forward.  The outlook is based on the
organization's ability to maintain its underwriting operating
results and eventually produce favorable premium growth trends and
operating results in the near term.

On September 2011, MHealth (formerly known as UNICARE Health
Insurance Company of Texas) was sold by WellPoint Inc. to MHealth,
Inc., and subsequently, its name was changed to MHealth Insurance
Company.  Prior to the change in ownership, UNICARE Health
Insurance Company of Texas primarily wrote Medicare supplement
policies.  This business was reinsured back to a subsidiary within
WellPoint Inc., and MHealth assumed a smaller amount of the
commercial individual and group accident and health business it
was previously writing through a fronting company.

Positive rating actions could occur if MHealth records favorable
membership, premium and underwriting/operating results, leading to
organic capital expansion.  However, the ratings could be
negatively impacted by significant deterioration in the company's
operating performance and/or risk-adjusted capitalization, a
reduction in or stoppage of financial support from the parent or a
substantive impact of the regulatory environment relating to
healthcare delivery mandates and reform measures.


MOHEGAN TRIBAL: Reports $13.9 Million Net Income in Sept. 30 Qtr.
-----------------------------------------------------------------
The Mohegan Tribal Gaming Authority reported net income of
$13.93 million on $351.84 million of net revenues for the three
months ended Sept. 30, 2012, compared with net income of $45.95
million on $373.45 million of net revenues for the same period
during the prior year.

For the fiscal year ended Sept. 30, 2012, the Company reported net
income of $61.24 million on $1.39 billion of net revenues,
compared with net income of $111.84 million on $1.41 billion of
net revenues for the same period a year ago.

"Our operating results for the quarter reflect a continuation of
recent trends in revenues," said Mitchell Grossinger Etess, chief
executive officer of the Authority.  "In response, we continue to
be prudent in our marketing approach in order to optimize revenues
and profitability and, in late September 2012, we began
implementation of further cost saving initiatives at Mohegan Sun
in order to align our operations with market conditions.  We
remain pleased with the performance of Mohegan Sun at Pocono Downs
and the progress of Mohegan Gaming Advisors, including its recent
management deal with Resorts Casino Hotel in Atlantic City."

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

                        http://is.gd/ZQ86cH

               About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern following the 2011 annual report.  The independent
auditors noted that of the Authority's total debt of $1.6 billion
as of Sept. 30, 2011, $811.1 million matures within the next
twelve months, including $535.0 million outstanding under the
Authority's Bank Credit Facility which matures on March 9, 2012,
and the Authority's $250.0 million 2002 8% Senior Subordinated
Notes which mature on April 1, 2012.  In addition, a substantial
amount of the Authority's other outstanding indebtedness matures
over the following three fiscal years.

The Company's balance sheet at June 30, 2012, showed $2.22 billion
in total assets, $2.01 billion in total liabilities and $207.83
million in total capital.

                           *     *     *

As reported by the TCR on March 14, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Uncasville,
Conn.-based Mohegan Tribal Gaming Authority (MTGA) to 'B-' from
'SD'.

"The upgrade to 'B-' reflects our reassessment of the Authority's
capital structure following the completion of its comprehensive
debt refinancing plan," said Standard & Poor's credit analyst
Melissa Long.  "While the completed transactions were not a de-
leveraging event, the post-exchange capital structure
substantially reduced MTGA's debt maturities over the next few
years," S&P said.

In the March 2, 2012, edition of the TCR, Moody's Investors
Service revised Mohegan Tribal Gaming Authority's Probability of
Default Rating to Caa1\LD from Caa3 following the completion of a
debt exchange transaction which Moody's views as a distressed
exchange.  Concurrently, Moody's raised MTGA's Corporate Family
Rating ("CFR") to Caa1 from Caa3 and revised its rating outlook to
stable from negative to reflect its improved credit profile as a
result of the exchange and recent debt covenant amendments.


MOMENTIVE PERFORMANCE: Has Exchange Offer for $1.1-Bil. Sr. Notes
-----------------------------------------------------------------
Momentive Performance Materials Inc. filed with the U.S.
Securities and Exchange Commission a Form S-4 registration
statement relating to its offer to exchange $1,100,000,000 of the
Company's outstanding 8.875% First-Priority Senior Secured Notes
due 2020 and certain related guarantees for a like aggregate
amount of the Company's registered 8.875% First-Priority Senior
Secured Notes due 2020 and certain related guarantees.

The exchange notes will be issued under an indenture dated as of
Oct. 25, 2012.

The exchange notes will mature on Oct. 15, 2020.  The Company will
pay interest on the exchange notes semi-annually on April 15 and
October 15 of each year, commencing on April 15, 2013, at a rate
of 8.875% per annum, to holders of record on the April 1 or
October 1 immediately preceding the interest payment date.

The exchange notes will be guaranteed on a senior secured basis by
each of the Company's domestic subsidiaries that is a guarantor
under its senior secured credit facility.

A copy of the Form S-4 prospectus is available for free at:

                        http://is.gd/SZFScl

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was
$42 million.

The Company's balance sheet at Sept. 30, 2012, showed
$2.98 billion in total assets, $3.94 billion in total liabilities,
and a $960 million in total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MPG OFFICE: Two Executives to Serve as "At-Will" Employees
----------------------------------------------------------
MPG Office Trust, Inc., entered into a second amended employment
agreement with David L. Weinstein, the Company's President and
Chief Executive Officer and a second amended and restated
employment letter agreement with Christopher M. Norton, the
Company's Executive Vice President, General Counsel and Secretary.

The amendments, among other things, provide that Messrs.
Weinstein's and Norton's employments with the Company are at-will
and are not for a specified period of time, subject to the
Company's obligations.  Prior to the amendments, Mr. Weinstein's
employment agreement provided for a fixed term, ending on Dec. 31,
2014, while Mr. Norton's employment letter agreement provided for
a fixed term, ending on Dec. 31, 2014.

A copy of the Amended Weinstein Agreement is available at:

                        http://is.gd/7ws4QU

A copy of the Amended Norton Agreement is available at:

                        http://is.gd/ntOVON

                       Retention Bonus Plan

The Board of Directors adopted the MPG Office Trust, Inc.,
Retention Bonus Plan to provide eligible employees with certain
cash retention bonus payments in connection with their continued
employment with the Company.  Pursuant to the terms and conditions
of the Retention Plan, each participant will be eligible to
receive payment of a retention bonus in an amount determined by
the Compensation Committee and paid as follows, subject to the
participant's continued employment with the Company:

   * 12.5% of the Retention Bonus will be paid to the participant
     on the last day of each calendar quarter of 2013; and

   * 50% of the Retention Bonus will be paid to the participant on
     the last day of the first calendar quarter of 2014.

Mr. Weinstein has been awarded a Retention bonus equal to
$2,625,000 under the Retention Plan, and Mr. Norton has been
awarded a Retention Bonus equal to $350,000 under the Retention
Plan.

A copy of the Retention Bonus Plan is available for free at:

                       http://is.gd/Is36bv

                          Severance Plan

On Nov. 28, 2012, the Board of Directors adopted the MPG Office
Trust, Inc. Severance Plan to provide eligible employees with
certain severance pay in the event of a qualifying termination of
employment.  The Severance Plan generally provides that if a
participant's employment is involuntarily terminated, the
participant will receive a lump-sum cash severance payment in an
amount equal to two weeks of the participant's annual base
compensation for each year of service (pro-rated for any partial
year), subject to a maximum payment, provided that the participant
executes and does not revoke a general release of claims.

On Nov. 28, 2012, the Company entered into an amendment to the
employment agreement of Peggy M. Moretti, the Company's Executive
Vice President, Investor and Public Relations & Chief
Administrative Officer, to extend the term of her employment for
an additional year to Dec. 31, 2015, and make certain other
amendments.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.86 billion in total assets, $2.59 billion in total liabilities,
and a $729.16 million total deficit.


MUNICIPAL MORTGAGE: Expects Units to Buy $22.8 Million Debt
-----------------------------------------------------------
Municipal Mortgage & Equity, LLC, expected MMA Financial Holdings,
Inc (MFH) and MuniMae TEI Holdings, LLC (TEI), both wholly owned
subsidiaries of the Company, to collectively purchase $22.8
million of previously issued subordinated debt for $6.8 million.
The Company also expected to reduce, and extend, the interest pay
rate on $157.4 million of MFH subordinated debt to 75 basis points
through February, March or April 2015, depending on the tranche
being modified.  The Company finalized these expected transactions
in a two-part closing, the first close occurring on Nov. 21, 2012,
and the second on Nov. 26, 2012.

                   Employment Agreement with CEO

The Company entered into an employment agreement with Michael L.
Falcone, its chief executive officer and president pursuant to
which Mr. Falcone continue to be employed as CEO.  The employment
Agreement is effective on Jan. 1, 2013.

The employment agreement has a three year term ending on Dec. 31,
2015, and provides for base compensation for calendar year 2012 of
$530,000 and for calendar year 2013 of $555,000, subject to annual
increases thereafter at the discretion of the Compensation
Committee of the Board of Directors.

Meanwhile, on Nov. 20, 2012, the Company hired Jason Antonakas for
the position of Chief Accounting Officer.  Mr. Antonakas will
oversee, manage and direct the accounting and financial reporting
operations for the company and will report to the Chief Financial
Officer.  The Company has not entered into an employment agreement
with Mr. Antonakas.  He will receive a market salary and the
Company's usual and customary benefits and is eligible for a
performance based bonus.  Mr. Antonakas is a certified public
accountant (Maryland) and was previously the Controller for
Williams Scotsman, a subsidiary of Algeco Scotsman, for two and
one-half years, after more than 11 years with KPMG, LLP, most
recently as a senior manager in the Baltimore, Maryland office.

Mr. Antonakas is anticipated to start with the Company on Dec. 17,
2012.

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KPMG LLP, in
Baltimore, Maryland, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets and work
with its creditors to restructure or extend its debt arrangements.

The Company's balance sheet at Sept. 30, 2012, showed $1.85
billion in total assets, $1.12 billion in total liabilities and
$723.23 million in total equity.

                         Bankruptcy Warning

The Company said in its 2011 annual report that although the
Company has been able to extend, restructure and obtain
forbearance agreements on various debt and interest rate swap
agreements, these extensions, restructurings and forbearance
agreements are generally short-term in nature and do not by
themselves provide a viable long-term solution to the Company's
liquidity issues.  If the Company is not able to negotiate other
arrangements, the Company will not be able to pay the interest on
certain of its subordinate debt following the rate increases that
are scheduled to occur in April and May of 2012.  The Company's
future cash flows are not expected to be sufficient to satisfy the
overall debt service required under the subordinate debt following
such increases, and the Company would be unable to repay the
indebtedness if the subordinate debt were accelerated.

In the event management is not successful in restructuring or
settling its remaining non-bond related debt, or if the bond
portfolio net interest income and the common equity distributions
the Company receives from its subsidiaries are substantially
reduced, the Company may have to consider seeking relief through
reorganization under the U.S. Bankruptcy Code.


NATIONS INSURANCE: A.M. Best Affirms 'B' Finc'l Strength Rating
---------------------------------------------------------------
A.M. Best Co. has revised the outlook to positive from stable and
affirmed the financial strength rating of B (Fair) and issuer
credit rating of "bb+" of Nations Insurance Company (NIC)
(Cerritos, CA).

These rating actions recognize NIC's enhanced risk-adjusted
capitalization and positive net income growth in recent years.  In
addition, the ratings consider the company's conservative
investment philosophy, tempered premium growth and management's
local market knowledge.

These positive rating factors are somewhat offset by NIC's
variable underwriting performance since inception in 2008.  As a
single-state nonstandard private passenger automobile writer in
California, the company also remains susceptible to adverse
changes in the judicial, legislative and economic environments, as
well as increased competition.

The positive outlook reflects A.M. Best's expectation that the
ratings may be upgraded in the near term if NIC can continue its
trends of positive operating performance and favorable risk-
adjusted capitalization.  However, if the company's underwriting
performance should decline, the positive outlook could be
reconsidered.


NACHSHON DRAIMAN: Suit Against Shabat Survives Dismissal Bid
------------------------------------------------------------
Bankruptcy Judge Timothy A. Barnes denied the motion filed by
Ronald Shabat, Shabat & Associates, Inc., Dan Shabat, Dan's
Healthcare Management, LLC, Shabat Investments, LLC, Pharmore
Drugs, LLC, SFMA, Inc., and LCF Associates seeking to dismiss the
adversary complaint filed against them by Richard M. Fogel, as
Chapter 7 Trustee of the Estate of Nachshon Draiman.  The
Complaint alleges causes of action under sections 547 and 548 of
the Bankruptcy Code and various provisions of the Illinois Uniform
Fraudulent Transfer Act.

The case is RICHARD M. FOGEL, not individually but solely as
Trustee for the Estate of Nachshon Draiman, Plaintiff, v. RONALD
SHABAT; SHABAT & ASSOC, INC.; DAN SHABAT; DAN'S HEALTHCARE
MANAGEMENT, LLC; SHABAT INVESTMENTS, LLC; PHARMORE DRUGS, LLC;
SFMA, INC.; and LCF ASSOCIATES, Defendants, Adv. Proc. No. 12 A
00799 (Bankr. N.D. Ill.).  A copy of the Court's Nov. 26, 2012
Memorandum Decision is available at http://is.gd/k16MrDfrom
Leagle.com.

Nachshon Draiman filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 09 B 17582) on May 14, 2009.  The Case on May 13, 2011,
was converted from a case under Chapter 11 of the Bankruptcy Code
to a case under Chapter 7 of the Bankruptcy Code.  That same day,
Richard Fogel was appointed as interim chapter 7 trustee.


NCR CORPORATION: Moody's Reviews 'Ba1' CFR for Downgrade
--------------------------------------------------------
Moody's Investors Service placed all debt ratings of the NCR
Corporation under review for downgrade, including the Ba1
corporate family and probability of default and Ba2 senior
unsecured ratings. This follows NCR's announcement that is
acquiring Retalix Limited, a provider of retail point-of-sale
software and service solutions for net cash consideration of $650
million. The transaction, to be funded with a combination of new
debt issuance and balance sheet cash, will increase NCR's debt,
and is likely to delay the expected deleveraging. Further, the
Retalix acquisition will add a layer of execution risk to the
management team still working on integrating the 2011 acquisition
of Radiant Systems.

Ratings Rationale

The review will focus on the ultimate debt financing of the
acquisition, the updated timeframe to reduce adjusted debt/EBITDA
leverage, and to generate cash flow to do so in line with the
rating and the company's ability to successfully integrate
Retalix. While the transaction will have a negative impact on key
credit metrics, Moody's will also review management's ability to
enhance the capability of its retail hardware offerings by
providing more integrated services by adding Retalix software and
services to its products. The review is likely to be completed in
about a month and, depending on the outcome of the review, more
than a one notch downgrade of the ratings is unlikely.

Ratings placed under review for downgrade:

Ba1 corporate family rating, Ba1 probability of default rating,
Ba2 senior unsecured rating.

NCR Corporation, headquartered in Duluth, Georgia, with $5.8
billion in revenue for the twelve months ended September 2012, has
leading market positions in automatic teller machine (ATM),
electronic cash register, hospitality and related supplies and
services.

The principal methodology used in rating NCR was the Global
Technology Hardware Industry Methodology published in September
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.


NISKA GAS: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service changed Niska Gas Storage Partners LLC's
outlook to stable from negative and affirmed its B1 Corporate
Family Rating (CFR) and Probability of Default Rating, Ba1 senior
secured revolving credit facility rating, and B2 senior unsecured
rating. The Speculative Grade Liquidity rating of SGL-3 was
unchanged.

"Moody's changed Niska's rating outlook to stable, reflecting the
company's improved operating performance and decreased leverage,"
said Terry Marshall, Moody's Senior Vice President. "We expect
EBITDA to remain flat as Niska maintains a high percentage of
committed natural gas storage contracts and continued low seasonal
gas price differentials."

  Issuer: AECO Gas Storage Partnership

    Senior Secured Bank Credit Facility, Ba1, LGD2, 12%

  Issuer: Niska Gas Storage US, LLC

    Senior Secured Bank Credit Facility, Ba1, LGD2, 12%

    Senior Unsecured Regular Bond/Debenture, B2, LGD4, 69%

Outlook Actions:

  Issuer: AECO Gas Storage Partnership

    Outlook, Changed To Stable From Negative

  Issuer: Niska Gas Storage Partners LLC

    Outlook, Changed To Stable From Negative

  Issuer: Niska Gas Storage US, LLC

    Outlook, Changed To Stable From Negative

Rating Rationale

Niska's B1 CFR reflects the volatility of Niska's contango
arbitrage business, which comprises about 20% of storage capacity
utilization, coupled with large cash distributions. The rating
also considers the large working capital requirements tied to the
contango arbitrage business, the price and re-contracting risks of
the third-party term storage contracts, and the practice of
contracting only 60% of storage capacity to third-party users on a
long term basis. The rating is supported by the strategic value of
Niska's physical gas storage in Alberta, California and Oklahoma,
and the durability and low reinvestment requirements of these
assets. The rating also considers working capital borrowings under
the revolvers that are required to support the contango arbitrage
business, but which are mostly backed by purchased natural gas
inventory.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity through the third quarter of fiscal year 2014 (December
31, 2013). At September 30, 2012, Niska had minimal cash and $217
million available under its $400 million senior secured borrowing
base revolver, which matures in 2016. The revolver is available in
the amount of $200 million each to AECO Gas Storage Partnership
and Niska Gas US, LLC. Moody's expects Niska to generate positive
free cash flow of about $20 million through the third quarter of
fiscal year 2014. The company is expected to easily remain
compliant with the fixed charge coverage ratio (1.1x) under its
revolver that governs the ability to draw more than 85% of the
revolver commitment. The company has no major debt maturities.
Niska's has little in the way of non-core assets that could be
sold, but it has considerable value in its key storage assets that
could be tapped if necessary.

The senior secured revolver is rated Ba1, three notches higher
than the CFR of B1 under Moody's Loss Given Default (LGD)
Methodology. The secured debt benefits from its prior ranking to
the $644 million senior unsecured notes, which are rated B2,one
notch lower than the B1 Corporate Family Rating.

The stable outlook assumes that the compression in summer-winter
spreads has bottomed and adjusted EBITDA will remain at about $180
million, including $60 million of Moody's standard adjustments,
and that third-party term contracts continue to comprise about 80%
of storage capacity. The rating could be upgraded if debt to
EBITDA at fiscal year end, when inventory borrowings are low, is
likely to remain below 3.5x. An upgrade would also be contingent
on continued contracting of about 80% of storage capacity. The
rating could be downgraded if debt to EBITDA at fiscal year end is
likely to be sustained above 5x. A reliance on the proprietary
optimization business for more than 25% of storage capacity or
debt funded resumption of the subordinated distributions could
also lead to a downgrade.

The principal methodology used in rating Niska was the Global
Midstream Energy 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.

Headquartered in Houston, Texas, with assets in Alberta,
California and Oklahoma, Niska Gas Storage owns 217 Bcf of natural
gas storage assets.


OAK TREE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Oak Tree Realty Investments, LLC
        2010 Valley View Lane
        Suite 250
        Dallas, TX 75234

Bankruptcy Case No.: 12-37390

Chapter 11 Petition Date: November 27, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: John P. Lewis, Jr., Esq.
                  LAW OFFICE OF JOHN P. LEWIS, JR.
                  1412 Main St., Suite 210
                  Dallas, TX 75202
                  Tel: (214) 742-5925
                  Fax: (214) 742-5928
                  E-mail: jplewisjr@mindspring.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 Steven Shelley, vice president.


OCTAVIAR ADMINISTRATION: Drawbridge Okayed for Direct Appeal
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Drawbridge Special Opportunities Fund LP has
permission from U.S. Bankruptcy Judge Shelley C. Chapman for a
direct appeal to the U.S. Court of Appeals from her September
decision in the Chapter 15 case of Australia's Octaviar
Administration Pty Ltd.

The report recounts that Australian liquidators for Octaviar
initiated the Chapter 15 effort in August, saying they may bring
lawsuits here.  Drawbridge opposed, saying Octaviar didn't have a
residence, place of business or assets in the U.S.

The report relates that in her September opinion, Judge Chapman
ruled that assets or presence in the U.S. is no prerequisite for
Chapter 15, where the bankruptcy judge has the ability to assist a
bankruptcy principally pending elsewhere.  Judge Chapman wrote a
10-page opinion explaining to the appeals court why it should
allow a direct appeal, overstepping an intermediate appeal to a
U.S. district judge.

According to the report, although there are lower court decisions
on the issue, she said there is no binding authority saying
whether some form of presence or assets in the U.S. is required
for Chapter 15.  The judge said Drawbridge or affiliates are among
defendants in a suit in Australia where the liquidators are
seeking to recover A$210 million ($220 million).

Judge Chapman pointed to cases decided under 11 U.S.C. Section
304, the predecessor to Chapter 15, saying that U.S. presence
isn't required.  The appeals court isn't required to accept the
appeal.

                   About Octaviar Administration

Australian liquidators for Octaviar Administration Pty Ltd. filed
a petition for creditor protection under Chapter 15 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 12-13443) on Aug. 13,
2012, in Manhattan.

The liquidators said the company didn't do business in the U.S.,
and they aren't aware of any U.S. creditors.  But the liquidators
filed a Chapter 15 petition in light of potential claims or causes
of action against parties located in the United States.  If the
application for recognition of the Australian liquidation as
"foreign main proceeding" is recognized, the liquidators will
investigate these potential claims and may ultimately commence
proceedings in the U.S. and/or seek to enforce a foreign judgment
in the U.S.

The Chapter 15 petition listed less than $100 million in assets
and more than $100 million in debt.

Prior to its demise, the Octaviar Group consisted of a travel and
tourism business, a corporate and investment banking business, a
funds management business, and as structured finance and advisory
business.  At it height, the Octaviar Group consisted of more than
400 companies, employed more than 3,000 employees, and had offices
in Australia, New Zealand and the United Arab Emirates.  The
business collapsed when the company announced in January 2008 that
it's separating its financial services business from its travel
and tourism business, which led to shares declining from AU$3.18
at opening to AU$0.99 at closing.  The decline caused an event of
default with lenders under a A$150 million bride financing
facility.  The travel and tourism business was ultimately sold to
Global Voyager Pty Limited to pay off debt.

Octaviar Administration provided the treasury function for
Octaviar Group.  OA was placed into liquidation by the Supreme
Court of Queensland in July 2009.

Katherine Elizabeth Barnet and William John Fletcher, the
liquidators of OA, are represented in the U.S. proceedings by
Howard Seife, Esq., at Chadbourne & Parke.


PACIFIC GOLD: Judge Denies Black Diamond's Motion for Injunction
----------------------------------------------------------------
On March 8, 2012, Pacific Gold Corp., received a complaint that
was filed in the United States District Court in Newark New
Jersey, Case number 2:12-cv-01285-ES-CLW entitled Black Mountain
Equities Inc. v. Pacific Gold Corp.  The Company has denied all
allegations and is vigorously defending itself against the claims
asserted in the action.  The Company has also asserted
counterclaims against Black Mountain Equities, YA Global
Investments and its investment manager, Yorkville Advisors, LLC.

In May 2012, Black Mountain filed for injunctive relief and the
injunction arguments were heard in October 2012.  At that time,
the presiding judge opted to reserve judgment; however, on
Nov. 27, 2012, the judge denied Black Mountain's motion for a
preliminary injunction.

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 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 negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.

The Company reported a net loss of $1.38 million in 2011, compared
with a net loss of $985,278 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.61
million in total assets, $5.12 million in total liabilities and a
$3.51 million total stockholders' deficit.


PACIFIC GOLD: DTC Lifts "Deposit Chill" on Common Stock
-------------------------------------------------------
Pacific Gold Corp. was notified by The Depository Trust Company
that the deposit transaction restriction (Deposit Chill) imposed
on the Company's common stock has been lifted and that DTC has
resumed accepting deposits of the Company's common stock for
depository and book-entry transfer services.

                        About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 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 negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.

The Company reported a net loss of $1.38 million in 2011, compared
with a net loss of $985,278 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.61
million in total assets, $5.12 million in total liabilities and a
$3.51 million total stockholders' deficit.


PARKWAY INVESTMENT: Case Summary & 12 Unsecured Creditors
---------------------------------------------------------
Debtor: Parkway Investment Properties Inc.
        1112 E. Donegan Ave.
        Kissimmee, FL 34744

Bankruptcy Case No.: 12-15932

Chapter 11 Petition Date: November 27, 2012

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

Debtor's Counsel: Samuel R. Pennington, Esq.
                  BESS BLOUGOURAS FREYBERG PENNINGTON
                  303 N Texas Avenue
                  Tavares, FL 32778
                  Tel: (352) 508-8277
                  Fax: (352) 508-8277
                  E-mail: spennington@lawteam4u.com

Scheduled Assets: $723,383

Scheduled Liabilities: $1,444,152

A copy of the Company's list of its 12 unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-15932.pdf

The petition was signed by Barry Compton, president.


PAYMENT DATA: FiCentive Settles Litigation with SmartCard
---------------------------------------------------------
FiCentive, Inc., Payment Data Systems, Inc.'s wholly-owned
subsidiary, entered into a confidential compromise settlement
agreement and full and final release with SmartCard Marketing
Systems.  Under the terms of the Settlement Agreement, SmartCard
Marketing has agreed to pay FiCentive the sum of $35,000 in
immediately available funds on or before Nov. 27, 2012.  On
Nov. 27, 2012, FiCentive received the payment of $35,000.

FiCentive commenced legal action against the Company's former
customer, SmartCard, in the 57th Judicial District Court of Bexar
County, Texas on Sept. 17, 2012.  In the complaint, the Company
alleged, among other things, that SmartCard breached the terms of
the sales agreement executed by the parties.  The Company sought
to recover economic damages of approximately $72,000 and
attorneys' fees.

Pursuant to the terms of the Settlement Agreement, SmartCard
Marketing Systems agreed to issue 500,000 unrestricted shares of
its common stock to the Company by Dec. 20, 2012.  Upon receipt of
both the payment of $35,000 and the receipt of the 500,000
unrestricted common stock shares, FiCentive has agreed to dismiss
the pending litigation filed on Sept. 17, 2012, in the 57th
Judicial District Court of Bexar County, Texas, with prejudice.

The Company does not expect to incur any significant additional
expenses associated with this litigation.

                    About Payment Data Systems

San Antonio, Tex.-based Payment Data Systems, Inc. provides
integrated electronic payment processing services to merchants and
businesses, including credit and debit card-based processing
services and transaction processing via the Automated
Clearinghouse Network.  The Company also operates an online
payment processing service for consumers under the domain name
http://www.billx.com/through which consumers can pay anyone.

The Company's balance sheet at Sept. 30, 2012, showed $4.47
million in total assets, $2.80 million in total liabilities, all
current, and $1.67 million in total stockholders' equity.


PENNFIELD CORP: Carlisle Authorized to Buy Feed Producer
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pennfield Corp. was authorized to sell the business
for $15.6 million to Carlisle Advisors LLC.  The creditors'
committee supported the sale as did the secured lender. There was
no opposition and no bidding in competition with the Carlisle
offer.

                    About Pennfield Corporation

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PENTON BUSINESS: S&P Affirms 'B-' CCR on Farm Progress Acquisition
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on New York City-based business-to-business trade
show operator and publisher Penton Business Media Holdings Inc.
The outlook is stable.

"At the same time, we revised the recovery rating on the company's
senior secured debt to '3', indicating our expectation for
meaningful (50%-70%) recovery prospects in the event of a default,
from '4'. We affirmed the 'B-' issue-level rating on this debt,"
S&P said.

"The rating on Penton reflects our expectation that the company's
leverage will remain high over the intermediate term," said
Standard & Poor's credit analyst Dan Haines. "The rating also
incorporates Standard & Poor's view of refinancing risk in
relation to the company's August 2014 debt maturity,
notwithstanding our expectation that the company's liquidity will
be 'adequate' over the near term and that Penton will continue to
generate discretionary cash flow. These factors underpin our view
of Penton's financial risk as 'highly leveraged' based on our
criteria. We assess Penton's business risk as 'weak' given our
expectation that the company will remain susceptible to cyclical
advertising demand and that unfavorable secular trends will
continue to pressure the publishing business," S&P said.

"On Nov. 13, 2012, Penton acquired Farm Progress from Fairfax
Media. Pro forma for the acquisition, lease-adjusted leverage is
7.6x, or 7.2x when assuming synergies. The acquisition expands
Penton's presence in the agriculture industry and adds large
exhibition shows to the company's portfolio. The acquisition was
funded with the revolving credit facility and cash on hand," S&P
said.

"The outlook is stable, reflecting our expectation that
discretionary cash flow and EBITDA coverage of interest expense
will continue to improve, and that liquidity and compliance with
financial covenants will remain adequate over the near term. We
could raise the rating if the company makes significant progress
toward addressing its 2014 maturities. An upgrade would likely
also entail the company showing consistent organic revenue and
EBITDA growth, with a stable or improving EBITDA margin," S&P
said.

"Although less likely over the near term, we could lower the
rating if EBITDA trends reverse, causing discretionary cash flow
to decline dramatically. Factors that could contribute to such a
scenario include a resumption of economic weakness and accelerated
declines in the business-to-business media segment, especially the
trade publishing business," S&P said.


PINNACLE AIRLINES: To Work Out Concessions With Pilots
------------------------------------------------------
Wayne Risher at The Commercial Appeal reported that Pinnacle
Airlines Corp. and its pilots said last month they're trying to
work out sharp differences over cost concessions after the company
lost a bid to scrap their labor agreement.

According to the report, the company said a bankruptcy court
ruling provided "a clear path to a consensual agreement," but
cautioned that time was short to strike a deal.  Pilots form the
last and biggest piece of an effort to achieve about $76 million a
year in savings that management says is necessary to be
competitive.  Union officials say nearly $60 million of those cuts
would come from pilots for the Delta Connection carrier, the
report noted.

The report also said other issues, such as whether Pinnacle keeps
corporate headquarters in Memphis or moves it to Minneapolis, are
considered secondary to achieving sustainable labor costs.

The report said no deadline has been set for reaching an
agreement, although the Chapter 11 bankruptcy reorganization is in
its eighth month and the company has relied on financing from its
mainline partner Delta Air Lines to help stay afloat.

The report noted that Judge Robert E. Gerber said in his ruling
that Pinnacle came "very close" to winning the right to reject a
collective bargaining agreement and impose its will on pilots.
Judge Gerber said the company fell short because it didn't offer
pilots equity or profit-sharing, it showed no flexibility on the
amount of cuts, and it pushed for concessions that would
apparently make its costs lower than, not equal to, those of
competitors.

"Pinnacle may be well served to present a new proposal that cures
the deficiencies just noted," the report quoted Judge Gerber as
writing.

According to the report, Pinnacle president and CEO John Spanjers
said the ruling "gives Pinnacle a brief opportunity to reach an
agreement that will provide the savings we need.  Although the
court did not approve our proposed modifications in full, the
court gave the parties a clear road map to arrive at cost savings
necessary for Pinnacle to emerge from bankruptcy as a viable,
competitive company."

The Air Line Pilots Association, which represents about 2,700
Pinnacle pilots, said ongoing negotiations had made significant
progress, but the parties remained apart in certain key areas,
including pay for Pinnacle's senior first officers and senior
captains.  Pilots and the company have been negotiating virtually
since Pinnacle filed bankruptcy April 1, the report said.

"This ruling means that our pilots will continue to work under a
negotiated contract rather than immediately facing unilaterally
imposed terms of employment, and that is important," the report
quoted Capt. Tom Wychor, leader of ALPA's Pinnacle unit, as
saying.  "There's no real victory in this outcome, because our
only future as Pinnacle pilots will come with a consensual deal
that addresses Pinnacle's significant financial hurdles while also
recognizing our pilots' needs."

According to the report, Mr. Wychor added, "We need to negotiate a
bankruptcy agreement that preserves jobs worth having while
creating an environment in which the company can thrive."

The report noted that Josh Render, Memphis-based Pinnacle captain
and union spokesman, said, "The ruling indicated that Pinnacle's
original ask was just too much. It was overreaching.  He (Gerber)
was unwilling to start a race to the bottom, and essentially
that's what it was.  He didn't think it was necessary to put us
below every other regional airline" in pilot pay.

                    About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PINNACLE AIRLINES: Expects to Reduce CRJ-200 Fleet Next year
------------------------------------------------------------
Pinnacle Airlines Corp. updated its employees on a development
related to the Company's fleet plan and its negotiations with the
Company's pilots.

"As I noted in my message last Friday, we are at a critical moment
and we must work quickly to address a near-term liquidity crisis,"
said John Spanjers, executive vice president and chief
operating officer of Pinnacle, in his letter to employees.  "The
negotiations with our pilots are vital to achieving the cost
savings necessary to create a competitive cost structure, avoid
liquidation and successfully emerge from bankruptcy."

In the latest fleet plan Pinnacle received from Delta, there are
revisions that have not yet been finalized, but Pinnacle expects
that the CRJ-200 fleet will begin to shrink sometime next year.

"We believe achieving the right cost structure will position us to
compete for any additional dual-class aircraft from Delta," Mr.
Spanjers said.

While Pinnacle and ALPA have continued to negotiate toward a
consensual agreement, Pinnacle is taking a few days away from the
table to assess the impact of the anticipated fleet plan changes
and what is needed for Pinnacle to survive.

Pinnacle said it will work quickly and diligently to assess these
revisions and continues its negotiations toward a consensual
agreement that provides the best path to ensure its long-term
existence.

                     About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until December 30.


PIPELINE DATA: Lenders May Credit Bid in Sale
---------------------------------------------
Pipeline Data Inc. and its affiliated debtors will appear before
the Bankruptcy Court in Wilmington, Delaware, on Dec. 19, at 3:00
p.m. for a final hearing on their request to use cash collateral.

Two days after filing for Chapter 11, Pipeline Data sought and
obtained an interim order permitting them to use cash tied to a
2006 first lien credit facility with Camofi Master LDC, as
collateral agent.  As of the bankruptcy filing date, Pipeline Data
owed the senior lenders roughly $42.1 million in principal, plus
roughly $26.8 million on unpaid interest and other fees.

The Debtors have presented a 13-week budget and proposed to
provide adequate protection to the lenders for the use of cash
collateral.

Under the Interim Order, the non-insider senior lenders are
permitted to credit bid the amount of the prepetition debt in
conection with any sale of the Debtors' assets.

The Debtors are required under the Interim Order to obtain final
approval of an asset sale within 13 weeks upon the entry of the
Interim Order.  The Debtors also are required to hire AlixPartners
as financial advisors and Phillip Mazzilli as independent
director.

The Order also directed the Debtors to submit to the lenders,
among others, schedules showing payments or other transfers of
value received by the Debtors from The Comvest Group, Pipeline
Cynergy Holdings LLC or their respective affiliates, and vice
versa, from January 2009 through the bankruptcy filing date.

Camofi Master LDC, the collateral agent under the prepetition
first lien credit facility, is represented by Arik Preis, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York.

                        About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants.  The Company has 36 employees.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sough bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.


PIPELINE DATA: Sec. 341 Creditors' Meeting Set for Dec. 17
----------------------------------------------------------
The U.S. Trustee for Region 3 will hold a meeting of creditors
pursuant to Section 341 of the Bankruptcy Code in the Chapter 11
cases of Pipeline Data Inc. and its debtor-affiliates on Dec. 17,
2012, at 10:00 am, J. Caleb Boggs Federal Building, 844 King
Street, 2nd Floor, Room 2112, in Wilmington, Delaware.

                        About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants.  The Company has 36 employees.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sough bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.


PIPELINE DATA: Won't Have Official Unsecured Creditors Committee
----------------------------------------------------------------
An official committee of unsecured creditors has not been
appointed in the Chapter 11 cases of Pipeline Data Inc. and its
affiliated debtors.  Roberta A. DeAngelis, the United States
Trustee Region 3, said no unsecured creditor response to the U.S.
Trustee's communication/contact for service on the committee was
received.

                        About Pipeline Data

Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.

Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants.  The Company has 36 employees.

Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor.  Dragonfly Capital
Partners L.L.C. is the investment banker.

The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million.  Pipeline, which sough bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.


PISHIT PATEL: Court Won't Appoint Receiver for Shepard Stake
------------------------------------------------------------
Arizona District Judge Neil V. Wake denied the request of Forrest
Shepard to appoint a receiver for Dr. Bill N. Shepard's one-third
interest in a partnership with Pishit S. Patel, owner of the
remaining two-thirds.  Dr. Shepard is the trustee of the Bill N.
Shepard Trust and successor-in-interest to Dr. Bill N. Shepard's
one-third interest in the partnership, which owns motels and
resorts.  Dr. Shepard acquired the interest after Dr. Shepard's
death in 2008.  Dr. Shepard had been embroiled in litigation with
the Patels for breach of fiduciary duty, fraud and other
allegations.  In 2002, the Patels filed for Chapter 11 bankruptcy
in Arizona; the then-pending litigation with Dr. Shepard was also
removed to the bankruptcy court.

The case is Forrest Shepard, as Trustee of the Bill N. Shepard
Trust, Plaintiff, v. Pishit S. Patel, and Does 1-10, inclusive,
Defendants, No. CV-11-08146-PCT-NVW (D. Ariz.).  A copy of the
Court's Nov. 26, 2012 Preliminary Injunction and Findings of Fact
and Conclusions of Law is available at http://is.gd/IYDK4Sfrom
Leagle.com.


POSITIVEID CORP: Scott Silverman Discloses 6.7% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Scott R. Silverman disclosed that, as of
Nov. 6, 2012, he beneficially own 15,563,379 shares of common
stock of PositiveID Corporation representing 6.75% of the shares
outstanding.  Mr. Silverman previously reported beneficial
ownership of 18,924,771 common shares or a 10.6% equity stake as
of Aug. 1, 2012.  A copy of the amended filing is available at:

                         http://is.gd/YoMsVg

                          About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

EisnerAmper LLP, in New York, expressed substantial doubt about
PositiveID's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has a working capital
deficiency and an accumulated deficit.  "Additionally, the Company
has incurred operating losses since its inception and expects
operating losses to continue during 2012.

The Company's balance sheet at Sept. 30, 2012, showed
$2.69 million in total assets, $6.23 million in total liabilities,
and a $3.54 million total stockholders' deficit.


POWERMATE HOLDING: Court Rejects Contractor's Bonus Claim
---------------------------------------------------------
Bankruptcy Judge Kevin Gross sustained the objection of the Post-
Effective Date Committee in the Chapter 11 case of Powermate
Holding Corp., to two claims filed by Richard S. Veys based upon a
bonus program which the Debtors never initiated.  Mr. Veys acted
as Powermate's general counsel in an independent contractor
capacity for several years prior to his employment.  Powermate
hired Mr. Veys as a full-time, staff employee at the end of 2007,
at which time the possibility of a bankruptcy filing loomed.  When
Powermate filed for Chapter 11 bankruptcy, Powermate disclosed it
had employed Veys for a period of roughly five months, from
January 8, 2008 through May 30, 2008.  Mr. Veys filed two Proofs
of Claim: (1) Claim No. 649 for a pro rata share of an earned
bonus for his pre-petition work in the amount of $11,834 and (2)
Claim No. 620 for an administrative expense claim for a pro rata
share of a bonus earned for his postpetition work in the amount of
$11,373.

"It is unfortunate that Powermate suffered financial distress that
affected many employees, including Veys. The record is clear that
Powermate was satisfied with Veys' performance.  However, this
performance was in the ordinary course of his employment with
Powermate and, because he was not a part of KEIB, the Court has no
power to permit a bonus be paid to Veys under a non-existent 2008
[Powermate Incentive Plan]," Judge Gross said.

"The Court authorized one bonus plan, the KEIB. The 2008 PIP was
never developed or implemented due to the company's financial
distress. The Court will not retroactively create and implement a
bonus plan scheme and, thus, second-guess the Debtor's business
judgment in preparing and submitting bonus plans to the Court for
approval."

A copy of Judge Gross' Nov. 13, 2012 Memorandum Opinion is
available at http://is.gd/iSF1pcfrom Leagle.com.

                     About Powermate Holdings

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home
standby generators, air compressors, and pressure washers.
Powermate Holding Corp. is the parent of Powermate Corp.  In turn,
Powermate Corp. owns 100% of Powermate International Inc.
Powermate Corp. operates the company's assets located in the
United States. Powermate International has sales employees in Hong
Kong and the Philippines.  Powermate Holding has no employees or
operations.  Sun Capital Partners bought 95% of Powermate in 2004.

Powermate Holding has two other non-debtor subsidiaries, Powermate
Canadian Corp., located in Canada and Powermate S. de R.L. de
C.V., which is domiciled in Mexico.  The three companies filed for
chapter 11 protection on March 17, 2008 (Bankr. D. Del. Lead Case
No.08-10498).  Kenneth J. Enos, Esq. and Michael R. Nestor, Esq.,
at Young, Conaway, Stargatt & Taylor, represent the Debtors.  The
Official Committee of Unsecured Creditors, which has seven
creditor members, is represented by Monika J. Machen, Esq., at
Sonnenschein Nath Rosenthal LLP.

On May 23, 2008, the Debtors' summary of schedules posted total
assets of US$60,139,442 and total debts of US$85,700,759.


POWERS LAKE: Clawback Suit Against Little Limestone Goes to Trial
-----------------------------------------------------------------
Bankruptcy Judge Susan V. Kelley granted, in part, and denied, in
part, the motion for summary judgment filed by the Chapter 7
trustee for Powers Lake Construction Co., in the trustee's lawsuit
against Little Limestone, Inc.

Steven McDonald, the duly appointed and acting Chapter 7 Trustee,
sued Little Limestone to recover a preferential transfer in the
amount of $10,919.  Little Limestone raised various affirmative
defenses, most particularly challenging the Trustee's claim that
the Debtor had an interest in the transferred funds.  Little
Limestone claims the Transfer consisted of trust funds as defined
by Wis. Stat. Sec. 779.02(5), and said the payment was made in the
ordinary course of business because the payment was equal to the
amount of invoices provided to the Debtor.

The Trustee alleges the payments were not made in the ordinary
course because three of the four invoices were paid late, and the
dates of the payments were sporadic.

Judge Kelley said the Trustee has carried his burden on proving
the elements of a preference, but a genuine issue of material fact
exists as to whether the Transfer was made in the ordinary course
of business of the Debtor and Little Limestone or according to
ordinary business terms.  Judge Kelley will schedule a trial to
determine whether the Transfer is excepted from the Trustee's
recovery by the ordinary course of business defense.

The case is, Steven R. McDonald, Trustee, Plaintiff, v. Little
Limestone, Inc., Defendant, Adv. Proc. No. 12-2187 (Bankr. E.D.
Wis.).  A copy of the Court's Nov. 28, 2012 Memorandum Decision is
available at http://is.gd/PdIarVfrom Leagle.com.

Powers Lake Construction Co. Inc. was a sewer, water and site
development company.  Powers Lake, in Twin Lakes, Wisconsin, filed
for Chapter 11 bankruptcy (Bankr. E.D. Wis. Case No. 10-23404) on
March 10, 2010.  Bankruptcy Judge Susan V. Kelley presides over
the case.  Jerome R. Kerkman, Esq., at Kerkman & Dunn, serves as
the Debtor's counsel.  The Debtor estimated $1 million to
$10 million in both assets and debts.  The petition was signed by
Mark P. Karow, president of the Company.  The Chapter 11
reorganization did not succeed, and on Dec. 16, 2010, the Debtor's
case was converted to Chapter 7.


POWERWAVE TECHNOLOGIES: Fails to Comply with Market Value Rule
--------------------------------------------------------------
Powerwave Technologies, Inc., received a letter from The NASDAQ
OMX Group on Nov. 27, 2012, notifying the Company that it fails to
comply with NASDAQ Listing Rule 5450(b)(3)(C) because the market
value of publicly held shares of the Company's common stock has
fallen below the minimum $15,000,000 requirement for continued
listing for a period of at least 30 consecutive business days.
The NASDAQ letter has no immediate effect on the listing of the
Company's common stock.

In accordance with NASDAQ Listing Rule 5810(c)(3)(D), the Company
has a period of 180 calendar days, or until May 28, 2013, to
regain compliance with the minimum market value of publicly held
shares rule.  If at any time before May 28, 2013, the market value
of publicly held shares of the Company's common stock is
$15,000,000 for a minimum of 10 consecutive business days, the
Company will regain compliance with the market value of publicly
held shares rule, subject to NASDAQ's discretion to increase this
time period.  If compliance with the market value of publicly held
shares rule cannot be demonstrated by May 28, 2013, NASDAQ will
issue a Staff Delisting Determination Letter and the Company's
common stock will be subject to delisting from The Nasdaq Global
Select Market.

In the event that the Company receives a NASDAQ Staff Delisting
Determination Letter, NASDAQ rules permit the Company to appeal
any delisting determination to a NASDAQ Hearings Panel.
Alternatively, NASDAQ may permit the Company to transfer its
common stock to The NASDAQ Capital Market if, at that time, it
satisfies the requirements for initial inclusion set forth in
NASDAQ Listing Rule 5505.  If its application for transfer is
approved, the Company would have an additional 180 calendar days
to comply with NASDAQ Listing Rule 5450(b)(3)(C) in order to
remain on The NASDAQ Capital Market.

As previously reported, the Company received a letter from NASDAQ
notifying the Company that it failed to comply with NASDAQ Listing
Rule 5450(a)(1) because the bid price of the Company's common
stock closed below $1.00 for 30 consecutive business days prior to
June 15, 2012.

The Company will continue to monitor both the bid price for its
common stock and the market value of publicly held shares of its
common stock, and will continue to assess the various alternatives
available to it to allow it to regain compliance with the minimum
bid price rule and the market value of publicly held shares rule.

                   About Powerwave Technologies

Powerwave Technologies, Inc., headquartered in Santa Ana, Calif.,
is a global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

According to the quarterly report for the period ended July 1,
2012, the Company has experienced significant recurring net losses
and operating cash flow deficits for the past four quarters.  The
Company's ability to continue as a going concern is dependent on
many factors, including among others, its ability to raise
additional funding, and its ability to successfully restructure
operations to lower manufacturing costs and reduce operating
expenses.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.


R & R SULEIMAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: R & R Suleiman, LLC
        dba Chevron Express
        dba Shell Express
        489 E. FM 1382
        Cedar Hill, TX 75104

Bankruptcy Case No.: 12-37385

Chapter 11 Petition Date: November 27, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Ln., Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 Rabah Suleiman, president.


RACING SERVICES: 8th Cir. Keeps Ruling on Insurance Policy
----------------------------------------------------------
A three-judge panel of the U.S. Bankruptcy Appellate Panel for the
Eighth Circuit affirmed the bankruptcy court's summary judgment
determination that the bankruptcy estate is entitled to the cash
value proceeds of a life insurance policy Racing Services, Inc.,
had obtained for Susan Bala during her employment.

Ms. Bala is a former employee and the sole stockholder of RSI
Holdings, the sole stockholder of Racing Services, Inc.  Racing
Services is a Delaware corporation that provided licensed pari-
mutuel services in North Dakota.

In February 2005 Ms. Bala and Racing Services were convicted of,
among other crimes, conducting and conspiring to conduct an
illegal gambling business.  Forfeiture judgments were entered
against Ms. Bala and Racing Services in the amount of $19 million
and $99 million, respectively.  The Eighth Circuit Court of
Appeals, however, reversed on all counts, concluding there was
insufficient evidence of guilt.  The United States Attorney for
the District of North Dakota sought forfeiture of property in the
criminal action.  Mr. Kaler, as trustee of RSI's bankruptcy
estate, also claimed an interest in the policy.

The case before the BAP is, Kip M. Kaler, as Bankruptcy Trustee
for Racing Services, Inc., Plaintiff-Appellee, v. Susan Bala,
Defendant-Appellant, No. 12-6025 (8th Cir.).  A copy of the Eighth
Circuit BAP's Nov. 29, 2012 decision is http://is.gd/EmccEJfrom
Leagle.com.

Racing Services filed a voluntary Chapter 11 bankruptcy petition
(Bankr. D. Del. 04-_____) on Feb. 3, 2004.  On Feb. 12, 2004, the
case was transferred to the U.S. Bankruptcy Court for the District
of North Dakota.  On June 15, 2004, RSI's bankruptcy case was
converted from Chapter 11 to Chapter 7, and Kip Kaler was
appointed as the Chapter 7 trustee.


REPRISE THEATRE: Names Stephen Eich as Reorganization Consultant
----------------------------------------------------------------
David Ng, writing for the Los Angeles Times, reported that Reprise
Theatre Company has hired Stephen Eich, an L.A. theater veteran,
to help lead its efforts to reorganize during its self-imposed
hiatus.

According to the report, the company is hoping to relaunch
sometime in the summer of 2013, said actor Jason Alexander, who is
Reprise's artistic director.  In February, Reprise announced that
it was suspending its mainstage productions due to weak projected
ticket sales and a dismal financial outlook.  The company, founded
in 1997, has produced revivals of popular and lesser-known stage
musicals at UCLA's Freud Playhouse, the report notes.

The report relates Mr. Eich has come on board as a consulting
producer with the hope that he will join the company on a
permanent basis, Mr. Alexander said.  He replaces Joan Stein, who
died earlier this year.

According to the report, Mr. Eich served as managing director of
the Geffen Playhouse from 2000 to 2008 and as executive director
of the Pasadena Playhouse from 2009 to 2012.  Before moving to
L.A., he was the managing director of the Steppenwolf Theatre in
Chicago.  During his tenure at the Pasadena Playhouse, Mr. Eich
helped the company to reorganize during its period in Chapter 11
bankruptcy.

The report notes Mr. Eich served as managing director of the
Geffen Playhouse from 2000 to 2008 and as executive director of
the Pasadena Playhouse from 2009 to 2012.  Before moving to L.A.,
he was the managing director of the Steppenwolf Theatre in
Chicago.


RESIDENTIAL CAPITAL: Homeowners Sue for Bogus Practices
-------------------------------------------------------
Kevin J. Matthews and Jennifer Wilson filed lawsuits accusing
debtors GMAC Mortgage Co., LLC, and Residential Capital, LLC, of
unfair, deceptive and knowingly bogus or fraudulent practices
against homeowners for the sake of expediency and profit by
disregarding and ignoring the rule of law.

In his complaint, Mr. Matthews raised claims alleging violations
of the Maryland Consumer Protection Act, the Maryland Mortgage
Fraud Protection Act, and the Maryland Consumer Debt Collection
Act.  Accordingly, Mr. Matthews seek that judgment be entered
against GMAC for, among other things, compensatory economic and
non-economic damages in the amount of no less than $500,000,
treble damages in the amount of no less than $1,500,000, and his
costs and attorney's fees.

In her complaint, Ms. Wilson raised claims alleging breach of
contract as to notice acceleration, breach of contract as to
appointment of substitute trustee, breach of contract as to
assignment of note and deed of trust, and violation of Unfair
Deceptive Trade Practices Act.  Accordingly, Ms. Wilson seeks
actual, compensatory, consequential, general, restitution,
punitive and treble damages.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.

The Court extended the general bar date for claims against the
Debtors to Nov. 16, 2012, at 5:00 p.m., due to the events
precipitated by hurricane Sandy.

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


RESIDENTIAL CAPITAL: Wagner Sues RFC to Enjoin Foreclosure
----------------------------------------------------------
George Van Wagner filed a complaint against Residential Funding
Company, LLC; National City Mortgage; Golden & Amos PLLC; TIM
Amos; GMAC Mortgage; Peter T. Demasters; Flaherty, Sesabaugh,
Bonasso PLLC; Susan Romain; PNC Bank National Association; Seneca
Trustees, Inc.; Jason Manning; and Troutman Sanders LLP, asking
the Bankruptcy Court to enjoin a foreclosure proceeding on his
property in West Virginia and to issue an injunction to stop the
sale of the property.  In light of any negligence found to be
committed in relation to the foreclosure and sale, Mr. Van Wagner
seeks for punitive and compensatory damages as well as any other
equally effective relief deemed necessary and just.

The Debtors and Seneca Trustees, Inc., filed separate motions to
dismiss the complaint on the basis that the complaint fails to
state a claim upon which relief may be granted and that the
Bankruptcy Court lacks subject matter jurisdiction as Congress
granted limited jurisdiction to the Bankruptcy Court for any
matter that includes a cause of action relating to non-core
matters.  Seneca added that Mr. Wagner cannot pursue the suit
because the suit is barred by res judicata and collateral
estoppel.

The adversary proceeding is Wagner v. Residential Funding
Company, LLC, et al., Case No. 12-01913 (S.D.N.Y.).

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.

The Court extended the general bar date for claims against the
Debtors to Nov. 16, 2012, at 5:00 p.m., due to the events
precipitated by hurricane Sandy.

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


RIVERBED TECHNOLOGY: Moody's Assigns 'Ba2' CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned to Riverbed Technology, Inc.
(Riverbed) a first-time Ba3 corporate family rating and a B1
probability of default rating. Moody's also assigned a Ba3 rating
to the company's proposed $500 million of senior secured term
loans. Riverbed will use the net proceeds of the new term loans,
$363 million (excluding acquisition-related expenses) of cash on
hand and issue approximately $152 million in stock to complete the
planned purchase of OPNET Technologies (OPNET). The ratings
outlook is stable.

Ratings Rationale

The Ba3 corporate family rating reflects Riverbed's leading market
share and technology leadership in the WAN optimization market
segment and its strong financial profile. Pro forma for the
acquisition of OPNET, Riverbed will have moderate levels of debt
leverage of approximately mid-3.0x (Total debt-to-EBITDA
incorporating Moody's standard analytical adjustments, including
equity-based compensation which raises leverage by about 1.2x).
The rating assumes that Riverbed's revenue will grow at least in
the low to mid teen percentages and that it will produce strong
free cash flow of approximately 30% of its total debt over the
next 12 to 18 months. Moody's expects management to pursue
conservative financial policies and balance allocation of capital
between shareholders and debt repayments, and manage total debt
leverage in the 2.0x to 3.0x range.

At the same time, the Ba3 rating considers Riverbed's execution
risk of integrating its largest acquisition to date, its moderate
scale, product concentration in the WAN Optimization market, and
its intensely competitive market. The rating incorporates
potential for acquisitions to broaden Riverbed's portfolio and
maintain technology leadership.

The acquisition of OPNET will moderately diversify Riverbed's
revenues by expanding the company's addressable market into the
adjacent Network Performance Management (NPM) and Application
Performance Management (APM) segments. OPNET's well-regarded APM
products will strengthen Riverbed's portfolio in a large and
growing market. The acquisition will also lead to improved
profitability over time as a result of operating efficiencies and
the ability to leverage sales channels to expand the operating
footprint of the combined companies. However, Riverbed's
competitive risks will increase as the combined companies will
compete against larger information technology vendors with
diversified products, large scale and financial resources in the
APM market segment. Importantly, the company will continue to
derive the majority of its cash flow from its larger WAN
optimization segment.

The stable outlook is based on Moody's expectations that Riverbed
will maintain very good levels of cash balances, which underpin
its very good liquidity, and that Riverbed's free cash flow will
increase driven by revenue growth.

Moody's could raise Riverbed's rating if the company continues its
strong organic revenue growth, its financial policies remain
balanced between debt and equity constituents, and if Riverbed is
able to sustain its market position in its core markets. The
rating could be upgraded if Moody's believes that the company
could sustain total debt-to-EBITDA leverage of less than 2.5x
(Moody's adjusted) and free cash flow in excess of 20% of total
debt, while preserving financial flexibility for share repurchases
and acquisitions.

Conversely, Moody's could downgrade the rating if Riverbed
experiences execution challenges, significant shifts in
competitive landscape, or technology risks escalate. The rating
could be lowered if Riverbed's market share erodes in its core
segments and the company is unable to sustain total debt-to-EBITDA
leverage below 4.0x (Moody's adjusted) and free cash flow-to-debt
of greater than 10%. Additionally, a transformative acquisition or
deterioration in liquidity could pressure the rating downward.

Moody's has assigned the following ratings:

Issuer: Riverbed Technologies, Inc.

  Corporate Family Rating -- Ba3

  Probability of Default Rating -- B1

  Senior Secured Term Loan due 2019 -- Ba3, LGD 3, 32%

Outlook - Stable

Speculative Grade Liquidity -- SGL-1

Headquartered in San Francisco, CA, Riverbed is a leading provider
of WAN optimization products and services. The company reported
$802 million in revenue in the last twelve months (LTM) ended
September 30. 2012. OPNET is based in Bethesda, MA and provides
APM and NPM solutions. OPNET generated $182 million in revenue in
the LTM September 2012 period.

The principal methodology used in rating Riverbed Technology, Inc.
was the Global Software Industry Methodology published in October
2012. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


SAGE PRODUCTS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and Probability of Default Rating to Sage Products Holdings III,
LLC. Concurrently, Moody's assigned a B1 rating to the proposed
senior secured first lien credit facility that includes a $380
million term loan and a $60 million revolver. Moody's also
assigned a Caa1 to the proposed $200 million senior secured second
lien term loan. Proceeds of the term loans, along with new equity,
will be used to finance Madison Dearborn Partners' ("MDP")
purchase of Sage. The outlook for the ratings is stable.

Ratings Assigned to Sage Products Holdings III, LLC:

  Corporate Family Rating, B2

  Probability of Default Rating, B2

  $60 million senior secured first lien revolver expiring 2017,
  rated B1 (LGD3, 33%)

  $380 million senior secured first lien term loan due 2019,
  rated B1 (LGD3, 33%)

  $200 million senior secured second lien term loan due 2020,
  rated Caa1 (LGD5, 86%)

This is the first time Moody's has rated Sage. The rating actions
are subject to the conclusion of the transaction, as proposed, and
Moody's review of final documentation.

Ratings Rationale

Sage's B2 Corporate Family Rating is constrained primarily by the
company's small size, and limited product, geographic and customer
diversity. The rating also reflects the very high financial
leverage being assumed in connection with the leveraged buy-out
transaction. While Sage has a good track record of product growth
and innovation, hospital customers' desire to reduce costs may
lead to substitution of lower cost products, potentially leading
to pricing pressure or loss of market share for Sage.

The rating is supported by Sage's leadership in its niche markets,
which are focused on preventing hospital acquired conditions
(HACs). Moody's believes Sage will benefit from increased
regulatory emphasis on the prevention of HACs which will increase
demand for Sage's products. The rating also reflects Moody's
expectation that Sage will maintain strong profitability margins,
generate consistent positive free cash flow, and maintain a good
liquidity profile. The ratings are also supported by the
meaningful equity contribution by Madison Dearborn and management.

Moody's does not foresee an upgrade to the rating due to Sage's
limited size, product concentration and high financial leverage.
However, if over time Moody's expects Sage to maintain its leading
market positions, grow revenues beyond $500 million, and sustain
leverage below 4.0 times, Moody's could upgrade the ratings.

Moody's could downgrade the ratings if new or existing competitors
materially erode Sage's market position or pricing. Moody's could
also downgrade the ratings if Sage fails to reduce leverage to a
level approaching 5.5 times, or if free cash flow is negative.

The principal methodology used in rating Sage was the Global
Medical Products & Device Industry Methodology published in
October 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Sage Products, headquartered in Cary, IL, manufactures disposable
medical supplies that are used to prevent hospital acquired
conditions, including ventilator-associated pneumonia (VAP),
surgical site infections (SSI), and catheter-associated urinary
tract infections (CAUTI). The company sells its disposable
products primarily to US hospitals and long term care facilities.
Sage has been privately held by its founders since 1971 and is
being sold to Madison Dearborn Partners. For the twelve months
ended October 31, 2012, Sage generated sales of about $284
million.


SAN BERNARDINO: Calpers Contends Pensions Can't Be Touched
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the California Public Employees' Retirement System is
asking the bankruptcy court to force San Bernardino, California,
to make payments to the state pension fund.

Calpers, according to the report, contends the city violated both
state law and the California Constitution by skipping payments.
The pension fund says it isn't precluded by the so-called
automatic stay from suing the city.

The report relates that if Calpers succeeds in its arguments, the
result could mean that city workers' pensions are beyond reach of
the bankruptcy court in many if not most municipal bankruptcies.

The report relates that Calpers contends a suit in state court to
force pension payments is an enforcement of police or regulatory
powers not halted automatically by the city's municipal bankruptcy
filing.

The bankruptcy court will hold a Dec. 21 hearing to decide whether
Calpers is entitled to sue.

In addition to compelling payment, Calpers says it has the right
to ask for appointment of a receiver.  Along with the so-called
lift stay motion, the court's calendar on Dec. 21 will include a
hearing or status conference on the question of whether the city
is entitled to municipal bankruptcy. Calpers and the city workers'
are challenging the city's right to be in Chapter 9.

                        About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joins two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAND TECHNOLOGY: Reports C$2.8 Million Net Income in Fiscal 2012
----------------------------------------------------------------
SAND Technology Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing net income
and comprehensive income of C$2.80 million on C$2.50 million of
revenue for the year ended July 31, 2012, compared with a net loss
and comprehensive loss of C$2.20 million on C$4.63 million of
revenue during the prior year.

The Company reported a net loss and comprehensive loss of C$2.11
million on C$6.87 million of revenue for the fiscal year ended
July 31, 2011, compared with a net loss and comprehensive loss of
$745,549 on $6.56 million of revenue during the prior year.

The Company's balance sheet at July 31, 2012, showed C$3.21
million in total assets, C$3.14 million in total liabilities and
C$64,031 in shareholders' equity.

"With the exception of the gain in the amount $8,571,967 realized
from the sale of its SAP Information Lifecycle Management (ILM)
Product Line, the Company has incurred operating losses in the
past years and has accumulated a deficit of $42,130,308 as at July
31, 2012.  The Company has also generated negative cash flows from
operations.  Historically, the Company financed its operating and
capital requirements mainly through issuances of debt and equity.
The Company's continuation as a going concern is dependent upon,
amongst other things, attaining a satisfactory revenue level, the
support of its customers, a return to profitable operations and
the generation of cash from operations, the ability to secure new
financing arrangements and new capital.  These matters are
dependent on a number of items outside of the Company's control
and there exists material uncertainties that may cast significant
doubt about the Company's ability to continue as a going concern."

A copy of the Form 20-F is available for free at:

                         http://is.gd/dgyjae

                        About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.


SATCON TECHNOLOGY: Creditors Claim to Find Defects in Liens
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the Satcon Technology Corp. creditors' committee is
seeking authority to sue secured lenders over alleged defects in
security interests.  Satcon is disabled from probing defects in
secured lenders' claims as a result of the loan agreement funding
the Chapter 11 effort.

According to the report, the committee says the loan from Silicon
Valley Bank was paid down about $20 million before bankruptcy.
Some of the funds for the paydown may have come from property not
part of the bank's collateral, thus making the payment susceptible
to attack as preference or fraudulent transfer.

The report relates that as to both the second-lien lender and the
bank, the committee contends the creditors don't have enforceable
liens on all assets.  There will be a Dec. 27 hearing in U.S.
Bankruptcy Court in Delaware for approval to sue.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


SB PARTNERS: SRE Clearing Owns 37% of Units Outstanding
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, SRE Clearing Services Corporation disclosed
that, as of Nov. 12, 2012, it beneficially owns 2,868.5 Units of
Limited Partnership Interest of SB Partners representing 37% of
the Units outstanding.  SRE Clearing previously reported
beneficial ownership of 2791.0 Units or 36% as of April 30, 2012.
A copy of the amended filing is available at http://is.gd/0e8D9c

                        About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company has a 30% interest in Sentinel Omaha, LLC.  Sentinel
Omaha is a real estate investment company which currently owns 24
multifamily properties and 1 industrial property in 17 markets.
Sentinel Omaha is an affiliate of the partnership's general
partner.

The Company's balance sheet at Sept. 30, 2012, showed
$17.75 million in total assets, $21.30 million in total
liabilities and a $3.55 million total partners' deficit.


SEARS HOLDINGS: Board OKs $1 Million Cash Awards to Executives
--------------------------------------------------------------
Sears Holdings Corporation distributed common shares of Sears
Canada Inc. on a pro rata basis to Sears Holdings' stockholders of
record as of the close of business on Nov. 1, 2012.  However, as
previously disclosed, holders of Sears Holdings' shares of
restricted stock issued pursuant to the Sears Holdings Corporation
2006 Stock Plan that were unvested as of the Record Date did not
receive common shares of Sears Canada with respect to their
Unvested Shares.

On Nov. 30, 2012, the Compensation Committee of the Board of
Directors of Sears Holdings approved for each holder of Unvested
Shares a cash award in lieu of any and all rights that holder may
have had to receive common shares of Sears Canada with respect to
their Unvested Shares, subject to the same vesting requirements
and other terms for the Unvested Shares to which the cash award is
attributable.  The cash awards represent the right to receive on
the applicable vesting date a cash payment from Sears Holdings
equal to the value of the common shares of Sears Canada that would
have been distributed to the holder of Unvested Shares, calculated
on the basis of the volume-weighted average price per common share
of Sears Canada on the Toronto Stock Exchange for the 10 trading-
day period immediately following the Distribution Date, converted
into United States dollars.

The following shows the aggregate amount of the cash awards,
subject to vesting, received by each of the following executive
officers who were named in Sears Holdings' 2012 proxy statement:

Name                                       Cash Award
-------------------                        ----------
Louis J. D'Ambrosio
CEO and President                           $280,538

Ronald D. Boire
EVP, CMO and Pres.,  Sears Full Line Stores
& Kmart Formats                                $364,130

Robert A. Schriesheim
EVP and CFO                                    $288,143

Dane A. Drobny
SVP, General Counsel, & Corp. Secretary         $40,282

William K. Phelan
SVP, Finance                                    $16,215

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SEARS HOLDINGS: Edward Lampert Discloses 56.2% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edward S. Lampert and his affiliates
disclosed that, as of Nov. 28, 2012, they beneficially own
59,804,123 common shares of Sears Holdings Corporation
representing 56.2% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/mnfPX6

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SECUREALERT INC: Appoints Guy Dubois as Director
------------------------------------------------
The Board of Directors of SecureAlert, Inc., appointed Guy Dubois
as a director on Nov. 21, 2012, and appointed to the Oversight
Committee.

Mr. Dubois is a director at Singapore based Tetra House Pte. Ltd.,
that provides consulting and advisory services worldwide.  Mr.
Dubois was Chief Executive Officer of gategroup AG from September
2008 until April 2011.  He previously held the positions of
President, Executive Vice President Finance and Administration,
Chief Administrative Officer and Chief Financial Officer of Gate
Gourmet Holding LLC.  He has served as a manager of the Board of
Managers of Gate Gourmet Holding LLC since March 2007 and as a
member of the Board of gategroup AG from February 2008 until April
2011.  Prior to joining Gate Gourmet in July 2003, Mr. Dubois was
Vice President Finance, Administration, Demand and Supply Chain
for Roche's Vitamins Inc. in New Jersey from 2000 to 2003.  Prior
to which he was Area Manager, Finance and Administration for
Roche's Vitamins Asia-Pacific Pte. Ltd. from 1997 to 1999 and
Finance Manager from 1995 to 1997 in Singapore.  Mr. Dubois worked
in corporate finance for Hoffman-La Roche in 1994.  Mr. Dubois
also served on the European Organization for Nuclear Research
(CERN) team in Switzerland in various roles, including Treasurer
and Chief Accountant, Manager General Accounting and Financial
Accountant from 1989 to 1994.  He also worked with IBM in Sweden
from 1984 to 1988 as Product Support Specialist for Financial
Applications.  He attended the Limburg Business School in
Diepenbeek, Belgium, and has a degree in Financial Science and
Accountancy.  Mr. Dubois is a Belgian citizen.  The Board believes
that Mr. Dubois' financial and operational experience will be a
tremendous asset to the Company as a member of the Board of
Directors.

Mr. Dubois' appointment to the Board of Directors is part of a
potential financing arrangement with Sapinda Asia Ltd. whereby
Sapinda will loan funds to the Company.  A requirement of the
proposed financing arrangement with Sapinda is the appointment of
a representative of Tetra House Pte. Ltd., which is owned by Mr.
Dubois.

An executive of gategroup holdings AG, an airline catering company
headquartered in Switzerland, was convicted in a Danish court in
September 2012 for fraud and embezzlement involving company
assets.  Mr. Dubois who was Chief Executive Officer of the company
at the time the executive committed the acts leading to her
conviction, voluntarily resigned from gategroup holdings AG in
2011.  The Zurich State Prosecutor initiated an investigation in
2011 focused on whether other individuals, including Mr. Dubois
were aware of or benefitted personally from the fraud and
embezzlement that occurred.  Mr. Dubois, who has indicated he was
unaware of any of these activities at the time they were being
committed, has been cooperating with that investigation.

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

In the auditors' report accompanying the consolidated financial
statements for the fiscal year ended Sept. 30, 2011, the Company's
independent auditors expressed substantial doubt about the
Company's ability to continue as a going concern.  Hansen, Barnett
& Maxwell, P.C., in Salt Lake City, Utah, noted that the Company
has incurred losses, negative cash flows from operating activities
and has an accumulated deficit.

The Company's balance sheet at June 30, 2012, showed
$22.73 million in total assets, $9.51 million in total
liabilities, and $13.21 million in total equity.


SOUTH FRANKLIN CIRCLE: Employs Vorys as Tax Compliance Counsel
--------------------------------------------------------------
South Franklin Circle is seeking permission to employ Vorys,
Sater, Seymour and Pease, LLP as special counsel to assist with
complying with state and federal laws with respect to the issuance
of tax-exempt bonds during the chapter 11 case.

The Debtor said Vorys has commenced immediate and comprehensive
services in the chapter 11 case on short notice.

The professionals at Vorys presently expected to have substantial
involvement in providing services to the Debtor are:

          Professional           Position  Hourly Rate
          ------------           --------  -----------
          Aaron Berke            Partner      $335
          Thomas Grace           Partner      $450
          Blake Beachler         Associate    $240

The Debtor is seeking to employ Vorys on a general retainer basis.

Vorys attests it has no connection with the Debtor, its creditors,
the United States Trustee, any person employed in the Office of
the United States Trustee, or any other party with an interest in
the chapter 11 case or its respective attorneys and accountants.

                    About South Franklin Circle

South Franklin Circle, a nonprofit continuing-care retirement
community, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No.
12-17804) with a prepackaged Chapter 11 plan.  The Debtor owns a
239-unit retirement community in Bainbridge Township, Ohio.  About
53% of the 199 independent-living units and more than half of the
40 assisted-living units are occupied.

Bankruptcy Judge Pat E. Morgenstern-Clarren oversees the case.
The Debtor has tapped McDonald Hopkins LLC as bankruptcy counsel,
Schneider, Smeltz, Ranney & LaFond, P.L.L., as special counsel,
Aurora Management Partners, Inc., for staffing services and the
firm's Jay P. Auwerter as interim restructuring officer.

The Debtor disclosed assets of $167.2 million and debt of $166.3
million.

KeyBank, the DIP agent, is represented in the case by Alan R.
Lepene, Esq., Curtis L. Tuggle, Esq., and Scott B. Lepene, Esq.,
at Thompson Hine LLP.


SOUTH FRANKLIN CIRCLE: Hiring North Shores as Bond Consultant
-------------------------------------------------------------
South Franklin Circle sought and obtained Bankruptcy Court
permission to employ North Shores Consulting Inc. as bond
consultant.

Specifically, the Debtor needs North Shores to:

     a. assist in managing the South Franklin Circle Series
        2007 Bonds;

     b. assist in the creation of the new South Franklin Circle
        Series 2012 Bonds;

     c. assist in the creation of the new South Franklin Circle
        Notes; and

     d. provide other services.

The Debtor said that, due to breadth and scope of its operations,
it required the services of an experienced financial consultant to
assist with the Debtor's tax-exempt bonds.  The Debtor hired North
Shores as its bond consultant because it has extensive experience
and knowledge in the field and capabilities to provide the Debtor
with advisory services as they relate to the management of
outstanding bonds and the ramifications of creating new tax-exempt
bonds.  Not unlike some bond consultants, North Shores routinely
provides strategic and financial consulting for continuing care
retirement communities in connection with strategic planning, new
financings, and financing restructuring.

North Shores' president, Thomas L. Brod, is expected to serve the
Debtor.  Mr. Brod will charge a standard hourly rate of $350 per
hour.

In connection with the prepetition retention of the Debtor, North
Shores received $30,000 as a retainer.  Estimated fees and
expenses of $7,962.50 were incurred by North Shores for services
provided to the Debtor through the Petition Date.  North Shores
applied the retainer to the Prepetition Fees and Expenses.  As of
the Petition Date, North Shores is holding a retainer in the
amount of $22,037.50 for services to be rendered in the Debtor's
chapter 11 case and as an advance against expenses incurred.

                    About South Franklin Circle

South Franklin Circle, a nonprofit continuing-care retirement
community, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No.
12-17804) with a prepackaged Chapter 11 plan.  The Debtor owns a
239-unit retirement community in Bainbridge Township, Ohio.  About
53% of the 199 independent-living units and more than half of the
40 assisted-living units are occupied.

Bankruptcy Judge Pat E. Morgenstern-Clarren oversees the case.
The Debtor has tapped McDonald Hopkins LLC as bankruptcy counsel,
Schneider, Smeltz, Ranney & LaFond, P.L.L., as special counsel,
Aurora Management Partners, Inc., for staffing services and the
firm's Jay P. Auwerter as interim restructuring officer.

The Debtor disclosed assets of $167.2 million and debt of $166.3
million.

KeyBank, the DIP agent, is represented in the case by Alan R.
Lepene, Esq., Curtis L. Tuggle, Esq., and Scott B. Lepene, Esq.,
at Thompson Hine LLP.


STAMP FARMS: Files for Chapter 11 in Michigan
----------------------------------------------
Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.

Stamp Farms began in 1968 with its purchase of 168 acres of
farmland in Decatur, Michigan.  The family was also heavily
involved in the swine industry, operating a 500 sow swine
operation until 1995.  In 1997, Mike Stamp took over operations of
Stamp Farms' 1500 acres and has grown the farm operation to cover
20,000+ acres across six southwestern Michigan counties.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.  The Debtor
has retained the law firm of Varnum LLP as counsel.

Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430).


STUMBERG LANE: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Stumberg Lane Development LLC
        aka Stumberg Land Development LLC
        5935 Hickory Ridge Blvd.
        Baton Rouge, LA 70817

Bankruptcy Case No.: 12-11717

Chapter 11 Petition Date: November 27, 2012

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: Derren S. Johnson, Esq.
                  DERREN S. JOHNSON & ASSOCIATES, APLC
                  1200 South Acadian Thruway
                  Baton Rouge, LA 70806
                  Tel: (225) 389-9616
                  Fax: (225) 383-4998
                  E-mail: derrenjohnson@aol.com

Estimated Assets: $500,001 to $1,000,000

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

A copy of the Company's list of its four unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/lamb12-11717.pdf

The petition was signed by William Mazilly, managing member.


SUNDALE LTD: Loses 11th Cir. Appeal on FACE Dispute
---------------------------------------------------
Sundale, LTD, and Kendall Hotel and Suites, LLC, appeal from the
district court's judgment upholding the bankruptcy court's finding
of fact and conclusions of law in support of a final judgment in
favor of Florida Associates Capital Enterprises, LLC.  In
Sundale's bankruptcy proceedings, FACE sought a declaratory
judgment regarding the extent, validity and priority of the claims
it had that stemmed from secured loans it had made to Sundale; in
response, Sundale asserted various affirmative defenses and filed
counterclaims against FACE, including a claim of recoupment of
more than $3 million in payments Sundale had made to FACE
concerning the secured loans.

On appeal, Sundale argues that: (1) the district court erred in
concluding that the bankruptcy court had jurisdiction over
Sundale's counterclaims; (2) the district court's review of the
bankruptcy proceedings did not cure the bankruptcy court's
unconstitutional exercise of jurisdiction; and (3) the bankruptcy
court misapplied Florida law in ruling on the merits.

A three-judge panel of the U.S. Court of Appeals for the Eleventh
Circuit, however, rejected Sundale's arguments and affirmed the
lower court rulings in a Nov. 29, 2012 decision available at
http://is.gd/GPxRW4from Leagle.com.

Between July 30, 1999, and March 20, 2000, FACE (and/or its
members) loaned Sundale a total of $7,300,000, through various
promissory notes, personal guarantees, and mortgage and security
agreements. On Sept. 7, 2001, Sundale closed a $12,000,000 loan
with Ocean Bank to develop a tract of land in Miami, Florida. The
terms of the agreement provided for FACE's loans to be reduced to
$3,250,000, and for FACE to subordinate its lien to the lien of
Ocean Bank with respect to the remaining indebtedness. Sundale was
obligated to make quarterly interest payments until Nov. 29, 2002,
and then monthly payments thereafter.  Sundale made all interest
payments due to FACE through May 2005.

On Dec. 11, 2007, both Ocean Bank and FACE sent default notices to
Sundale. The next day, Sundale filed for Chapter 11 bankruptcy
protection, and KHS did the same on Jan. 30, 2008.

On May 1, 2008, FACE filed a two-count complaint seeking a
determination of the extent, validity, and priority of its
asserted lien on the Sundale Property.

The appellate case is, SUNDALE, LTD., KENDALL HOTEL AND SUITES,
LTD., Plaintiffs-Appellants, v. FLORIDA ASSOCIATES CAPITAL
ENTERPRISES, LLC, Defendant-Appellee, No. 12-11450, Non-Argument
Calendar (11th Cir.).

Sundale, Ltd., an operative builder, filed for Chapter 11
bankruptcy (Bankr. S.D. Fla. Case No. 07-21016) on Dec. 12, 2007.
Peter D. Russin, Esq., at Meland, Russin & Budwick PA, represented
the Debtor.  Sundale estimated $50 million and $100 million in
assets, and $10 million and $50 million in debts.

Kendall Hotel and Suites filed its Chapter 11 petition (Bankr.
S.D. Fla. Case No. 08-11050) on Jan. 30, 2008.  The two cases were
administratively consolidated.

In March 2008, lender FACE succeeded in having Sundale's case
declared as Single Asset Real Estate Case.

In January 2009, the Court denied the request of FACE and the
"Codina Parties" for appointment of a Chapter 11 Trustee or in the
alternative an examiner.

On Dec. 5, 2008, the Debtors file their Plan and Disclosure
Statement.  On May 26, 2009, the Court confirmed a second amended
version of the Chapter 11 Plan.  The Confirmation Order amends the
previously proposed treatment of the FACE claim by requiring
interest and attorneys fees to be amortized and paid during the
term of the plan.  The Confirmation Order also requires the
Debtors to pay $2.5 million into a reserve account to cover
shortfalls during the 36 month plan period.

On Aug. 2, 2010, the reorganized Debtor sought to modify the plan
and borrow $2.0 million to continue operations.  The motion sought
authority to grant the new lender a senior lien which would prime
the existing first and second liens of Ocean Bank and FACE.  The
Court denied the request and set a hearing to consider conversion
of the case to Chapter 7.

On Nov. 12, 2010, the Court entered its final judgment in favor of
FACE and against Sundale in an adversary commenced by FACE in the
amount of $6,394,595 retaining jurisdiction to determine fees and
costs under Sec. 506(b).  The judgment also ruled in favor of FACE
and against the Debtors on all counts of the Debtors'
counterclaim.

The Debtors later defaulted under the confirmed plan.  On Dec. 28,
2010, FACE filed a foreclosure case against the reorganized Debtor
in Circuit Court, Miami-Dade County, Case No. 10-64400-CA-15.  The
Debtors appealed the judgment in February 2011.  The District
Court affirmed the judgment.

On July 14, 2011, the Court converted the Debtors' cases to cases
under Chapter 7.

On Oct. 18, 2012, the reorganized debtor, now known as Sundale
Consolidated, filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 123-4958).  Judge Laurel M. Isicoff oversees the case.  The
law firm of Demetrios C. Kirkiles represents the Debtor.  In its
petition, the Debtor estimated under $50,000 in assets and $10
million and $50 million in debts.  At a hearing on Nov. 2, 2012,
the Debtor announced its intention to seek approval of a sale
which the Debtor claims will yield sufficient proceeds to pay
Samjaz Welleby LLC and FACE in full.


SUNDALE LTD: Mortgage Holder Awarded $3.2-Mil. in Fees
------------------------------------------------------
Bankruptcy Judge Robert A. Mark awarded Florida Associates Capital
Enterprises $3,200,000 pursuant to 11 U.S.C. Sec. 506(b) for fees
and costs incurred since 2008 in state foreclosure and appellate
proceedings involving debtors Sundale, Ltd., and Kendall Hotel and
Suites, LLC.

FACE holds a mortgage on the Debtors' property.  FACE's invoices
include fees and costs incurred over the nearly four-year period
starting from the inception of the bankruptcy case in December
2007 through Oct. 31, 2011.  The total fees sought are $3,215,752
and the total costs requested are $766,424 for a total claim under
11 U.S.C. Sec. 506(b) of $3,982,176.  FACE later agreed to
voluntarily reduce its fee claim by $81,860 and its cost request
by $10,000, for a total reduced Sec. 506 claim of $3,890,316.

Judge Mark reduced the total requested fee and cost award (after
the voluntary $91,860 reduction) by $690,316, resulting in a total
award of fees and costs of $3,200,000.

Sundale, Ltd., an operative builder, filed for Chapter 11
bankruptcy (Bankr. S.D. Fla. Case No. 07-21016) on Dec. 12, 2007.
Peter D. Russin, Esq., at Meland, Russin & Budwick PA, represented
the Debtor.  Sundale estimated $50 million and $100 million in
assets, and $10 million and $50 million in debts.

Kendall Hotel and Suites filed its Chapter 11 petition (Bankr.
S.D. Fla. Case No. 08-11050) on Jan. 30, 2008.  The two cases were
administratively consolidated.

In March 2008, FACE succeeded in having Sundale's case declared as
Single Asset Real Estate Case.

In January 2009, the Court denied the request of FACE and the
"Codina Parties" for appointment of a Chapter 11 Trustee or in the
alternative an examiner.

On Dec. 5, 2008, the Debtors file their Plan and Disclosure
Statement.  On May 26, 2009, the Court confirmed a second amended
version of the Chapter 11 Plan.  The Confirmation Order amends the
previously proposed treatment of the FACE claim by requiring
interest and attorneys fees to be amortized and paid during the
term of the plan.  The Confirmation Order also requires the
Debtors to pay $2.5 million into a reserve account to cover
shortfalls during the 36 month plan period.

On Aug. 2, 2010, the reorganized Debtor sought to modify the plan
and borrow $2.0 million to continue operations.  The motion sought
authority to grant the new lender a senior lien which would prime
the existing first and second liens of Ocean Bank and FACE.  The
Court denied the request and set a hearing to consider conversion
of the case to Chapter 7.

On Nov. 12, 2010, the Court entered its final judgment in favor of
FACE and against Sundale in an adversary commenced by FACE in the
amount of $6,394,595 retaining jurisdiction to determine fees and
costs under Sec. 506(b).  The judgment also ruled in favor of FACE
and against the Debtors on all counts of the Debtors'
counterclaim.

The Debtors later defaulted under the confirmed plan.  On Dec. 28,
2010, FACE filed a foreclosure case against the reorganized Debtor
in Circuit Court, Miami-Dade County, Case No. 10-64400-CA-15.  The
Debtors appealed the judgment in February 2011.  The District
Court affirmed the judgment.

On July 14, 2011, the Court converted the Debtors' cases to cases
under Chapter 7.

Judge Mark's Order provides that the Fee and Cost Award may be
enforced against the property securing FACE's loan and against
each borrower in any court of competent jurisdiction, including,
without limitation, the Circuit Court, in and for Miami-Dade
County, Florida.  The amount will also be allowed as part of
FACE's secured claim in the Chapter 11 case of Sundale
Consolidated, Case No. 12-34958, presently pending in the
Bankruptcy Court.

"These Chapter 11 cases included more litigation than most cases
ten or twenty times their size.  It is easy for the Debtors to
look at the extraordinarily large fee request and cry foul.  But,
after a thorough review of the record, and for the reasons
discussed in this Order, under the unusual and unfortunate
circumstances presented here, a substantial portion of the fees
and costs requested in the Fee Motion are reasonable and allowable
under FACE's loan documents and Sec. 506(b) of the Bankruptcy
Code," Judge Mark noted.

According to the judge, the fees and costs are high, but they
arose from litigation that was largely caused by the actions of
the Debtors and Philip Scutieri, the Debtors' president.

On Oct. 18, 2012, the reorganized debtor, now known as Sundale
Consolidated, filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 123-4958).  Judge Laurel M. Isicoff oversees the case.  The
Law firm of Demetrios C. Kirkiles represents the Debtor.  In its
petition, the Debtor estimated under $50,000 in assets and $10
million and $50 million in debts.  At a hearing on Nov. 2, 2012,
the Debtor announced its intention to seek approval of a sale
which the Debtor claims will yield sufficient proceeds to pay
Samjaz Welleby LLC and FACE in full.

"Time will tell," Judge Mark said.

A copy of Judge Mark's Nov. 9, 2012 Order is available at
http://is.gd/eQhfNwfrom Leagle.com.


SUNDALE LTD: Final Orders Permissible on Recoupment Claims
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court held last year that a
bankruptcy court cannot make a final judgment on a state law-based
claim unless it would be fully resolved by adjudication of the
creditor's claim against the bankrupt.

According to the report, the U.S. Court of Appeals in Atlanta
ruled on Nov. 29 that a recoupment claim by a trustee was fully
resolved in determining the extent, priority and validity of the
lender's claim and thus was within the competence of the
bankruptcy judge to enter a final judgment.

The appeals court explained that recoupment under Florida law is a
"purely defensive matter springing from the same transaction as
the plaintiff's cause of action."

The case is Sundale Ltd. v. Florida Associates Capital Enterprises
LLC (In re Sundale Ltd.), 12-11450, U.S. Court of Appeals for the
Eleventh Circuit (Atlanta).

Headquartered in Miami, Florida, Sundale Ltd. fka Sundale
Associates Ltd. is an operative builder.  The Company filed for
Chapter 11 protection on December 12, 2007 (S.D. Fla. Case No.
07-21016).  Peter D. Russin, Esq., at Meland, Russin & Budwick
PA, represented the Debtor.  When the Debtor filed for
protection from its creditors, it estimated assets between
$50 million and $100 million and debts between $10 million
and $50 million.


SUNRISE REAL ESTATE: Incurs $1.4 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Sunrise Real Estate Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of US$1.37 million on US$1.68 million of net
revenues for the three months ending Sept. 30, 2012, compared with
a net loss of US$706,124 on US$1.83 million of net revenues for
the same period during the preceding year.

For the nine months ending Sept. 30, 2012, the Company reported a
net loss of US$2.87 million on US$5.24 million of net revenues,
compared with a net loss of US$2.04 million on US$6.55 million of
net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
US$39.87 million in total assets, US$34.44 million in total
liabilities and US$5.43 million in total shareholders' equity.

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

                        http://is.gd/54Z2b0

                     About Sunrise Real Estate

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc., filed Articles of Amendment with the
Texas Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

In its report accompanying the 2011 financial statements, Kenne
Ruan, CPA, P.C., in Woodbridge. CT, USA, noted that the Company
has significant accumulated losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

The Company incurred a net loss of US$1.41 million in 2011 and a
net loss of US$25,487 in 2010.


SUPERIOR AIR: Court Dismisses Lycoming, Textron Lawsuit
-------------------------------------------------------
Superior Air Parts, Inc., won dismissal of a second amended
complaint filed by Lycoming Engines, a division of Avco
Corporation, and Avco's parent, Textron Innovations, Inc.  The
lawsuit, filed July 11, 2012, alleges that Superior got the
knowledge to make its parts by illicitly obtaining trade secrets
by, among other things, improperly using licensed data to create
non-licensed products and improperly getting information from
Lycoming's vendors in violation of agreements reached in 1981 and
1999.

In dismissing the lawsuit, Bankruptcy Judge Barbara J. Houser
ruled that the Plaintiffs' claims are barred by confirmation of
the Plan and Superior's discharge in bankruptcy.

Superior manufactures after-market replacement parts for certain
aircraft engines, including engines originally manufactured by
Lycoming.  Superior does not design its own products; it designs
its own version of parts originally manufactured by others,
including Lycoming.  Textron holds rights to certain trade secrets
and intellectual property related to Lycoming engines and licenses
them to Lycoming.  Lycoming develops, licenses and owns technical
data, specifications, and blueprints that Lycoming alleges contain
trade secrets not known outside its business.

The case is, LYCOMING ENGINES, A Division of Avco Corp., and
TEXTRON INNOVATIONS, INC., Plaintiff, v. SUPERIOR AIR PARTS, INC.,
Defendant, Adv. Pro. No. 12-3035 (Bankr. N.D. Tex.).  A copy of
the Court's Nov. 28, 2012 Memorandum Opinion and Order is
available http://is.gd/64ZE6Ifrom Leagle.com.

                        About Superior Air

Superior Air Parts, Inc. is a Texas corporation with its offices
and operating facilities located in Coppell, Dallas County, Texas.
It was founded in 1967 in order to supply the United States Air
Force and commercial customers with replacement parts for piston
powered aircraft engines.  Superior is one of the largest
suppliers of parts under Federal Aviation Administration's  Parts
Manufacturer Approval regulations for piston engines.  It provides
Superior-brand parts for engines created by two primary original
equipment manufacturers, the Continental division of Teledyne,
Inc. and the Lycoming division of Textron Inc. Its customers are
companies that perform maintenance and overhaul work in the
general aviation industry.  Superior is also an OEM for the 180-
horsepower Vantage Engine and owner-built XM-360 engines for
various aircraft companies.

In 2006, 100% of the ownership interests of Superior was acquired
by Thielert, AG, a German corporation based out of Hamburg,
Germany. Also in 2006, Thielert purchased the debt of Superior's
senior secured lender and subordinated lenders secured by
substantially all of the Debtor's assets.

Superior Air Parts filed for Chapter 11 on Dec. 31, 2008 (Bankr. ,
N.D. Tex., Case No. 08-36705).  Judge Barbara J. Houser handles
the case.  The Debtor's counsel is Stephen A. Roberts, Esq., at
Strasburger & Price, LLP, in Austin Texas.  In its bankruptcy
petition, the Debtor estimated assets and debts of $10 million to
$50 million each.

The Debtor's Third Amended Plan of Reorganization, filed jointly
by the Debtor and the Official Committee of Unsecured Creditors,
was confirmed by Order entered on Aug. 27, 2009.  Essentially,
creditors were paid, the stock of the reorganized Superior was
sold to the Brantly Group, and Superior's pre-bankruptcy equity
interests were cancelled.  The Plan went effective on Sept. 28,
2009.  After a series of claims objections and professional fee
applications were determined, Superior filed its application for a
final decree, which was granted on Sept. 23, 2010, and Superior's
bankruptcy case was closed.


SWARTVILLE LLC: Court Denies TD Bank's Dismissal or Conversion Bid
------------------------------------------------------------------
Swartville, LLC, dodged a couple of bullets last week when
Bankruptcy Judge Stephani W. Humrickhouse rejected TD Bank, N.A.'s
request to convert to chapter 7 liquidation or dismiss the
Debtor's chapter 11 case as well as the Bank's objection to the
"amended plan" filed by the Debtor on Sept. 24, 2012.

This is the second time the Court denied a motion to dismiss.
Early in the case, Judge Humrickhouse rejected a dismissal request
on bad faith grounds, noting there was a valid purpose to the
reorganization.  At that time, the judge held that if the Debtor
did not seek bankruptcy protection, TD Bank could proceed against
the Debtor in state court, obtain a judgment, and enforce the
judgment against the Debtor's unencumbered land with a resulting
loss of equity for payment of other creditors.  Filing for
bankruptcy protection, the court said, preserves the unencumbered
property for the benefit of the Debtor's unsecured creditors.
Although many of the unsecured creditors may be insiders of the
Debtor, the Bankruptcy Code, the judge said, does not prohibit
payment of insiders or preservation of property for the benefit of
insider creditors.

In Thursday's ruling, Judge Humrickhouse noted that the Debtor has
made progress in establishing sewer service to its property and in
negotiating advantageous easements. Whether these developments
will facilitate the Debtor's ability to confirm its new plan
remains to be seen, but what is readily apparent now is that they
are not indicative of "cause" to dismiss the case under 11 U.S.C.
Sec. 1112(b), according to the judge.

Judge Humrickhouse also said the Debtor's Second Amended Plan is
significantly different from the first amended plan in its
proposed treatment of the secured creditor (pledge of $1 million
in additional collateral, interest payments pending sale and
three-year marketing period) and unsecured creditors (payment from
sale of unencumbered property) and addresses the very specific
basis upon which the court previously declined to confirm the
Debtor's former plan.

Prior to filing for bankruptcy, the Debtor executed a promissory
note in favor of TD Bank in the original principal amount of
$1,615,000. The note is guaranteed by the Debtor's three members,
Joel Tomaselli, Glenn Garrett, and Garry Silivanch, and is secured
by approximately 90 acres of the Debtor's real property in Castle
Hayne, North Carolina.  The Debtor intended to sell the Property
after preparing it for development, but encountered financial
troubles upon the decline in the real estate market, and did not
make improvements to the property.  The Debtor subsequently
defaulted on the note and on Oct. 12, 2011, TD Bank made a written
demand on the Debtor for payment.

Instead of initiating a lawsuit against the Debtor for collection
of the note or a foreclosure proceeding against the Property, TD
Bank sued the guarantors in New Hanover County Superior Court on
Oct. 18, 2011.

The Debtor first filed its Chapter 11 plan on Nov. 17, 2011.  On
March 8, 2012, TD Bank filed the motion to convert or dismiss.

The Debtor amended the plan on April 30, 2012.  The court held a
hearing to consider confirmation of the amended plan on July 16,
and an order denying confirmation was entered on Aug. 17.  The
court denied confirmation because the amended plan, when read "as
a whole, and then more specifically as to its treatment of the
general unsecured class, [caused the court to] conclude that it
ha[d] not been filed in good faith."

The Debtor thereafter retained new counsel, who appealed the
court's denial of confirmation.  The appeal remains pending.

On Sept. 24, 2012, the Debtor filed the second amended Chapter 11
plan.  TD Bank again objected, on grounds that the plan was
outside filing deadlines applicable to the Debtor as a small
business Debtor.  The Debtor then filed, on Oct. 9, an amendment
to its petition in which it changed its designation to state that
it is not a small business Debtor as defined in 11 U.S.C. Sec.
101(51D).

Also on Thursday, Judge Humrickhouse ruled that the Debtor's
failure to file the Second Amended Plan within the 300-day
deadline is excusable; that dismissal is not required by 11 U.S.C.
Sec. 1121(e)(2); and further that this error on the part of the
Debtor is not cause for dismissal or conversion.  The judge also
ruled that the Debtor's amended petition stating that it is not a
small business Debtor will be approved.

A copy of the Court's Nov. 29, 2012 order is available for free at
http://is.gd/FnJTglfrom Leagle.com.

Swartville LLC owns roughly 90 acres of real property located at
317 Castle Hayne Road, Castle Hayne, North Carolina.  Swartville
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-08676) on
Nov. 14, 2011.  Judge Stephani W. Humrickhouse oversees the case.
Trawick H. Stubbs, Jr., at Stubbs & Perdue, P.A., serves as the
Debtor's counsel.  The Debtor scheduled assets of $1,933,404 and
liabilities of $2,437,272.  The petition was signed by Joel
Tomaselli, member/manager.


SWISS CHALET: Court Declines to Issue Final Decree Closing Case
---------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte denied the request of Swiss
Chalet, Inc., for final decree closing its case.  The Debtor said
payments had already been made pursuant to the confirmed Plan, and
that the Plan has been substantially consummated.  Judge Lamoutte,
however, held that pending adversary proceeding and other
contested matters in the case, as well as the imminence of
scheduled hearings, are not "minor ministerial functions", thus,
the estate has not yet been "fully administered".

Judge Lamoutte also deferred ruling on the claim for
administrative expenses filed by McP&G, Inc. d/b/a Terranova
Realty Group.  According to the judge, Terranova's claim, the
Debtor's Motion to Alter Opinion and Order and other related
motions are held in abeyance until the conclusion of an
evidentiary hearing scheduled for Feb. 4, 2013.

A copy of the Court's Nov. 27, 2012 Opinion and Order is available
at http://is.gd/2PCEsLfrom Leagle.com.

                      About The Swiss Chalet

The Swiss Chalet Inc., developed the Gallery Plaza Condominium and
Atlantis Condominium in San Juan, Puerto Rico.  SCI also owns the
DoubleTree Hotel in Condado, San Juan, Puerto Rico, adjacent to
the Gallery Plaza.  SCI filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill,
P.S.C. Law Offices, in San Juan, P.R., serves as its bankruptcy
counsel.  CPA Luis R. Carrasquillo & Co., P.S.C., serves as its
financial consultants.  In its schedules, the Debtor disclosed
total assets of $115,580,977 and total debts of $138,603,384.  The
petition was signed by Arnold Benus, director.

The Debtor's Joint Amended Plan of Reorganization was confirmed on
Feb. 2, 2012.


TC GLOBAL: Kachi Partners Offers $4.3 Million for Shops
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of Tully's Coffee Shops in Seattle intends
to sell the business by the year's end. Tully's has a contract
where Jonah Retail Holdings LLC, an affiliate of Kachi Partners,
will buy the 47 continuing locations for $4.3 million, including
$1.25 million cash.  There will be a Dec. 7 hearing in U.S.
Bankruptcy Court in Seattle for approval of sale procedures.
Tully's wants competing bids by Dec. 27.  In addition to cash, the
purchase price includes the assumption of liability for $1 million
in gift cards and $1.63 million to cure defaults on contracts.

                          About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling
$3.7 million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

Bloomberg report discloses that Tully's sold the wholesale and
distribution business in 2009, generating $40 million that allowed
a $5.9 million distribution to shareholders.


TCF FINANCIAL: S&P Lowers Preferred Stock Rating to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term issuer
credit ratings on TCF Financial Corp. (TCF) and TCF National Bank
by one notch to 'BBB-' and 'BBB', respectively. The outlook is
stable. "We also lowered our short-term rating on TCF to 'A-3'
from 'A-2'. At the same time, we lowered our ratings on TCF's
preferred stock to 'BB' from 'BB+' and our rating on TCF National
Bank's subordinated debt to 'BBB-' from 'BBB'," S&P said.

"The downgrade reflects our lower assessment of TCF's risk
position. The rise in TCF's NPAs in the third quarter and the
recent resignation of its chief risk officer have compounded our
concerns about its credit quality and operational risk," said
Standard & Poor's credit analyst Brendan Browne. "As a result, we
are lowering our assessment of the company's risk position to
moderate from adequate."

"The company's NPAs, including a high level of restructured loans,
rose to about 7.5% of its loans and other real estate owned in the
third quarter from 6.9% in the prior quarter--a level we
previously said could trigger a downgrade. New accounting guidance
required the company to report all loans to borrowers that were
previously discharged from Chapter 7 bankruptcy as nonaccrual and
to charge off those loans to the value of their underlying
collateral, regardless of how the loan is currently performing,"
S&P said.

"Even when adjusting for this accounting change, TCF's credit
quality has been relatively stagnant while many other banks have
reported substantial improvements. TCF's measure of NPAs--
excluding restructured loans and the impact of the new accounting
guidance--was slightly higher at the end of third-quarter 2012
than a year earlier. In addition, in our view, the sharp rise in
NPAs that related to borrowers that have gone through Chapter 7
bankruptcy further underlines the higher credit risk of the
company's customer base. The company also has restructured more
loans than most banks on a proportional basis to help avoid higher
charge-offs and nonaccruals. Restructured loans, most of which are
still accruing, made up about half of the company's NPAs. We
expect the reduction in TCF's NPAs to be gradual, and we are
uncertain how its restructured loans will ultimately perform," S&P
said.

"TCF has said that the resignation of its chief risk officer did
not result from a disagreement with the company. Still, the
departure of a senior executive, particularly at somewhat of a
challenging time, can raise some questions and will force TCF to
replace one of its most senior and long-tenured employees," S&P
said.

"Our stable outlook reflects our belief that the company will
gradually reduce its NPAs over the next year, remain profitable--
albeit a lower-than-historical level--and continue to grow its
inventory and auto finance businesses," S&P said.

"We could raise our ratings on TCF if it substantially reduces its
NPAs, stabilizes or grows its fee income, and demonstrates further
success in its national lending platforms over an extended
period," said Mr. Browne. "We could lower our ratings on TCF if
its NPAs increase further, particularly if the company's
nonaccruals, excluding restructured loans, cause the increase.
For instance, if the NPA ratio rose to 8.5%, the rating could come
under pressure."


THERAPEUTIC SOLUTIONS: Posts $261,600 Net Income in 3rd Quarter
---------------------------------------------------------------
Therapeutic Solutions International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $261,643 on $465,360 of total
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of $378,083 on $562,047 of total revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $476,696 on $1.67 million of total revenues, compared
with a net loss of $437,222 on $1.11 million of total revenues for
the same period a year ago.

The Company reported a net loss of $970,699 on $1.7 million of net
revenues in 2011, compared with a net loss of $7,657 on $nil
revenue for the period Sept. 21, 2010, to Dec. 31, 2010.

The Company's balance sheet at Sept. 30, 2012, showed $234,399 in
total assets, $220,191 in total liabilities and $14,208 in total
shareholders equity.

"In view of the MDRA and the New License Agreement, we believe we
will need outside financing to execute our business plan in 2013
and beyond.  There is no guarantee we will receive the required
financing to complete our business strategies, and it is uncertain
whether future financing will be available to us on acceptable
terms.  If financing is not available on satisfactory terms, we
may be unable to continue, develop or expand our operations."

On Aug. 24, 2012, the Company entered into a Master Dispute
Resolution Agreement (the "MDRA") with James P. Boyd, et al.

PLS CPA, A Professional Corp., in San Diego, expressed substantial
doubt about Therapeutic Solutions' ability to continue as a going
concern.  The independent auditors noted that under the New
License Agreement the Company's rights to sell Anterior Midpoint
Stop Appliances to the US market (81% of total revenue) will
expire at the end of 2012.

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

                        http://is.gd/r7TR3x

                    About Therapeutic Solutions

Oceanside, Calif.-based Therapeutic Solutions International, Inc.,
manufactures and sells AMPSA Products to licensed dentists.

The AMPSA Products are FDA cleared for the prophylactic treatment
of medically diagnosed migraine pain as well as migraine
associated tension-type headaches, by reducing their signs and
symptoms through reduction of trigeminally innervated muscular
activity.

AMPSA Products are either fitted chairside by licensed dentists or
produced and sold on a semi-custom basis by dental laboratories.
AMPSA Products are made of polycarbonate plastic and are designed
to fit over either the upper or lower front incisor teeth and
protect teeth, muscles and joints by significantly suppressing
parafunctional muscle contraction.


THERAPEUTICSMD INC: R. Finizio, et al., to Offer 3.9MM Shares
-------------------------------------------------------------
TherapeuticsMD, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the
resale of up to 3,953,489 shares of common stock of the Company by
Robert G. Finizio, John C.K. Milligan, Brian Bernick, M.D., et al.

The Company will not receive any of the proceeds from the sale of
the shares of common stock offered by the Selling Stockholders.

The Company's common stock is quoted on the OTCQB under the symbol
"TXMD."  On Nov. 21, 2012, the reported closing price of the
Company's common stock on the OTCQB was $1.80 per share.

A copy of the prospectus is available for free at:

                        http://is.gd/BWX2dr

                        About TherapeuticsMD

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.

As reported in the TCR on April 2, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, N.J., expressed substantial doubt
about TherapeuticsMD, Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered a loss from operations of approximately $5.4 million
and had negative cash flow from operations of approximately
$5.0 million.

The Company's balance sheet at Sept. 30, 2012, showed $3.51
million in total assets, $7.84 million in total liabilities and a
$4.33 million total stockholders' deficit.


THOMPSON CREEK: Closes $350 Million Senior Secured Notes Offering
-----------------------------------------------------------------
Thompson Creek Metals Company Inc. closed its previously announced
offering of $350,000,000 aggregate principal amount of its 9.75%
Senior Secured First Priority Notes due 2017.  The Senior Secured
Notes offering closed on Nov. 27, 2012.

The Company intends to use the proceeds from the offering for
general corporate purposes, including capital expenditures
relating to the development of its Mt. Milligan copper-gold mine.
In connection with the closing of this offering, the Company
terminated its revolving credit facility, under which no debt is
outstanding.

The Senior Secured Notes are fully and unconditionally guaranteed
by certain wholly-owned subsidiaries of the Company.  The Senior
Secured Notes and the related guarantees are secured by a first-
priority lien subject to permitted liens on substantially all of
the Company's and the guarantors' property and assets.  The Senior
Secured Notes are not convertible into equity of Thompson Creek.

Deutsche Bank Securities Inc. served as the sole book-running
manager of the Senior Notes offering.

                    About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

The Company's balance sheet at Sept. 30, 2012, showed
$3.61 billion in total assets, $1.71 billion in total liabilities
and $1.90 billion in shareholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TITUS TRANSPORTATION: Drivers' Class Suit Stays in Kansas Court
---------------------------------------------------------------
Kansas District Judge Eric F. Melgren denied the request of Titus
Transportation, LP; NEA Logistics, LLC; Titus Holdings, LLC; Titus
Capital, LLC; PNT Properties, LP; and Polygon Network, LLC, to
dismiss or transfer for improper venue the class action commenced
by 15 truck drivers.  The Defendants alternatively requested that
the Kansas Court transfer the case to the U.S. Bankruptcy Court
for the Eastern District of Texas, where Titus Transportation's
Chapter 11 bankruptcy case was filed.

The truck drivers provided transportation services to the
Defendants as independent contractors according to nearly
identical service agreements.  They allege that since March 2008,
the Defendants have improperly deducted money from the Plaintiffs'
pay for physical damage insurance and an additional insurance
program which the Defendants referred to as "9x insurance."  The
Service Agreement did not require physical damage coverage or "9x
insurance," and the Plaintiffs claim that they did not voluntarily
elect such coverage.  The Plaintiffs also allege that since May
2011, the Defendants wrongfully deducted $6 per truck per week
from the pay of each independent contractor for what the
Defendants referred to as an increase in Kansas personal property
tax.  While the Service Agreement permits the Defendants to deduct
items such as taxes, the Plaintiffs allege that the Defendants
failed to provide sufficient notice and neglected to provide
specific calculations to support the amounts deducted.

Accoridng to Judge Melgren, the Plaintiffs' choice to litigate in
Kansas should be given great weight.  The Kansas district allows
for convenient access to witnesses and sources of proof.  The
Plaintiffs almost exclusively reside in Kansas.  The Defendants
conducted business in the district hauling freight for grocery
stores in Kansas.  Additionally, the claims in the case involve
the withholding of Kansas taxes, which may require evidence from
the Kansas Department of Revenue or the Kansas Division of Motor
Vehicles.

The class suit is, GARY A. THOMPSON, et al., on behalf of all
others situated, Plaintiffs, v. TITUS TRANSPORTATION, LP, et al.,
Defendants, Case No. 11-CV-1338-EFM-KMH (D. Kan.).  A copy of
Judge Melgren's Nov. 27, 2012 Memorandum and Order is available at
http://is.gd/CXjrtZfrom Leagle.com.

Based in Texas, Titus Transportation, LP -- http://www.titus.ws/
-- provides national transportation and logistics services.  Titus
Transportation, together with Titus Logistic Services, LP, filed
for Chapter 11 (Bankr. E.D. Tex. Case No. 10-42202) on July 2,
2010.  The petition listed both assets and debts of $1 million to
$10 million.  Attorneys at Wright Ginsberg Brusilow P.C., in
Dallas, Texas, represented the Debtors.  On May 9, 2011, the
bankruptcy court issued an order confirming the Debtors' Chapter
11 Plan of Reorganization.


TRANS ENERGY: Court Grants Motion for Summary Judgment vs. EQT
--------------------------------------------------------------
Trans Energy, Inc., filed an action in the U.S. District Court for
the Northern District of West Virginia against EQT Corporation on
May 11, 2011.  The action related to the Company's attempt to
quiet title to certain oil and gas properties referred to as the
Blackshere Lease, consisting of approximately 3,800 acres located
in Wetzel County, West Virginia.

On Sept. 5, 2012, the parties filed competing motions seeking
summary judgment in this case.  On Nov. 26, 2012, the Court
granted the Company's motion for summary judgment and denied the
defendant's motions for declaratory judgment and summary judgment.
At this point, it is unclear whether the defendant plans to appeal
the Court's decision.

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $73.78
million in total assets, $50.52 million in total liabilities and
$23.26 million in total stockholders' equity.


TRANS ENERGY: Reports Production Results on Anderson Wells
----------------------------------------------------------
Trans Energy, Inc., announced production results on the Anderson
#5H and Anderson #7H in Wetzel County, West Virginia.

Initial 30-day production rates from the Anderson #5H and Anderson
#7H averaged 9,637 Mcfe/d and 7,095 Mcfe/d, respectively.  The 30-
day IP rate from the Anderson #5H represents a 26 percent increase
compared to 30-day IP rate from the Dewhurst #111H - previously
Trans Energy's best performing well in the Marcellus - and
establishes the Anderson #5H well as Trans Energy's best
performing horizontal Marcellus well to date.

John G. Corp, President of Trans Energy, said, "Our core acreage
position in the Marcellus continues to deliver better than
expected results.  The Anderson #5H and #7H are two of our best
performing wells to date.  As we continue to execute our drilling
program across our more than 60,000 gross acres in Wetzel,
Marshall, Tyler and Marion Counties, we believe that our drilling
expertise, combined with the geology across our acreage position,
will enable us to continue to deliver impressive results from our
upcoming horizontal wells."

The two Anderson horizontal wellbores are parallel to one another
and were hydraulically stimulated at the same time.  The effective
lateral lengths that were hydraulically stimulated in the Anderson
#5H and the Anderson #7H were 4,980 feet and 5,470 feet,
respectively.

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $73.78
million in total assets, $50.52 million in total liabilities and
$23.26 million in total stockholders' equity.


TRAVELPORT HOLDINGS: Inks New Hardware & Software Pact with IBM
---------------------------------------------------------------
As part of Travelport Limited's ongoing program and investment in
technology, the Company entered into a new hardware and software
agreement with International Business Machines Corporation.

Travelport, LP, an indirect wholly owned subsidiary of Travelport
Limited, entered into Amendment 14 to the Asset Management
Offering Agreement, effective as of July 1, 2002, as amended,
among Travelport, LP, IBM and IBM Credit LLC.  Among other
changes, Amendment 14 extends the term of the IBM AMO Agreement
until Dec. 31, 2017.  Pursuant to the terms of Amendment 14,
Travelport will obtain the following services:

   -- upgrades to existing systems architecture and software
      infrastructure at its Atlanta, Georgia data center;

   -- migration services;

   -- licenses and other software products; and

   -- equipment and software maintenance and various other
      services.

                Separation Agreement with L. Golding

On Nov. 26, 2012, the Compensation Committee of the Board of
Directors of Travelport Limited approved the separation of Lee
Golding, the Company's Executive Vice President and Chief Human
Resources Officer, from the Company effective April 12, 2013.

In connection with this separation, on Nov. 26, 2012, Travelport
entered into a Compromise Agreement with Ms. Golding, which
addresses the terms and conditions in connection with Ms.
Golding's separation and sets forth both Travelport's and Ms.
Golding's obligations with respect to that transition and
termination, including, without limitation, those pursuant to Ms.
Golding's contract of employment and long-term incentive plan
arrangements.

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport's balance sheet at Sept. 30, 2012, showed $3.35 billion
in total assets, $4.38 billion in total liabilities, and a
stockholders' deficit of $1.02 billion.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TRIBUNE CO: Syndicating $1.4BB Financing for Bankruptcy Exit
------------------------------------------------------------
Tribune Co. is syndicating $1.4 billion of loans to fund its
emergence from bankruptcy protection, Bloomberg News reported,
citing a person with knowledge of the transaction as its source.

JPMorgan Chase & Co., Bank of America Corp., Citigroup Inc.,
Credit Suisse Group AG and Deutsche Bank AG are arranging the
financing, which includes a $1.1 billion, seven-year term loan B
and a $300 million, five-year asset-based revolving line of
credit, according to the report.

Gary Weitman, a spokesman for Tribune, said in an e-mailed
statement the company has already commenced the process of
syndicating its $1.1 billion exit term loan.

"This is another step in the process toward Tribune's emergence
from Chapter 11, a process we expect to complete in the next
several weeks," Mr. Weitman said.

Tribune has obtained final approval from the Federal
Communications Commission to transfer its broadcast licenses to
its new owners.  The FCC approved the license transfers and
granted waivers so the company could keep newspapers and nearby
television stations in five markets.

The approval is one of the two steps Tribune needs to emerge from
bankruptcy protection.  In July, the company obtained an order
from the U.S. Bankruptcy Court for the District of Delaware,
which confirmed its restructuring plan.

The court order gave a group of senior creditors control of the
Chicago media company, which owns the Chicago Tribune, Los Angeles
Times, KTLA-TV Channel 5 and other media properties.  The new
owners include JPMorgan Chase & Co. and hedge funds Oaktree
Capital Management and Angelo Gordon & Co.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Proposes Settlement with EZ Buy et al
-------------------------------------------------
Tribune Co. asked the U.S. Bankruptcy Court for the District of
Delaware to approve a settlement of claims with EZ Buy & EZ Sell
Recycler Corp. and two other claimants.

The claims stemmed from various transactions entered into by the
companies, including the sale of Tribune's shares in EZ Buy to
Wilshire Classifieds LLC in 2007.

EZ Buy, Wilshire and the other claimant, Target Media Partners
Operating Company LLC, filed eight claims against Tribune and two
of its subsidiaries to recover more than $3 million.

Meanwhile, Wilshire reportedly owes Tribune more than $1.3
million while Target Media owes $387,234 to the company and Los
Angeles Times Communications LLC.

Under the proposed deal, the parties agreed to release each other
from all claims arising from their various transactions.  The
agreement also terminates the parties' obligations or the amounts
due under those transactions.  A copy of the settlement can be
accessed for free at http://is.gd/TTylTE

A court hearing to consider approval of the proposed settlement
is scheduled for December 12.  Objections are due by December 5.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Has Accord With Warner Brothers, New Line
-----------------------------------------------------
Tribune Co. asked the U.S. Bankruptcy Court for the District of
Delaware to approve a settlement agreement with New Line
Television Inc. and Warner Bros. Television Distribution Inc.

The agreement was hammered out to settle the claims filed by New
Line and Warner Bros. against certain subsidiaries of Tribune.

The claimants seek to recover more than $21,892,695 from their
various television programming agreements with the Tribune
subsidiaries.  Meanwhile, Warner Bros. owes $869,455 to Tribune
Broadcasting Company.

Under the terms of the agreement, the claims of New Line and
Warner Bros. will be allowed in the reduced amount of
$21,778,906.  Meanwhile, any distribution made to Warner Bros.
under Tribune's Chapter 11 plan will be reduced by $869,455.

A full-text copy of the agreement can be accessed for free
at http://bankrupt.com/misc/Tribune_WarnerSettlement.pdf

A court hearing to consider approval of the agreement is
scheduled for December 12.  Objections are due by December 5.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: TV Guide Seeks Stay Relief to Prosecute Claim
---------------------------------------------------------
TV Guide Online Inc. and TV Guide Online LLC asked the U.S.
Bankruptcy Court for the District of Delaware to lift the
automatic stay that was applied to a pending patent-infringement
lawsuit against a unit of Tribune Co.

The automatic stay is an injunction that halts actions by
creditors against a company in bankruptcy protection.

The companies sued Tribune Media Services, Inc. for alleged
infringement of a patent related to technology that allows users
to access television program listings for their viewing location
using a computer.  The companies also filed a claim in the sum of
$5.7 million for the alleged patent infringement.

The lawsuit, which was filed in a district court in Delaware, was
automatically halted after Tribune Media filed for bankruptcy
protection in 2008.

A court hearing to consider approval of the request is scheduled
for December 12.  Objections are due by December 5.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROY PLAZA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Troy Plaza, LLC
        fdba Campus Deli
        fdba Trojan Fish House
        P.O. Box 349
        Troy, AL 36081

Bankruptcy Case No.: 12-12151

Chapter 11 Petition Date: November 27, 2012

Court: United States Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: Collier H. Espy, Jr., Esq.
                  ESPY, METCALF & ESPY, P.C.
                  P.O. Drawer 6504
                  326 North Oates Street
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288
                  E-mail: kc@espymetcalf.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/almb12-12151.pdf

The petition was signed by Vicki F. McPherson, authorized agent.


UNIVERSITY GENERAL: Acquires Sleep and Imaging Center in Texas
--------------------------------------------------------------
University General Health System, Inc., has acquired a sleep and
imaging center from Jacinto Medical Group in Baytown, Texas.  The
acquisition is expected to contribute more than $5 million in
annual revenue and an estimated $1.6 million in adjusted EBITDA (a
non-GAAP measurement) annually to operating results as a hospital
outpatient department of the Company's flagship hospital in
Houston.  This acquisition complements the ambulatory surgical
services currently provided by the Company in Baytown.  Terms of
the transaction were not disclosed.

"This acquisition expands the services that we are able to provide
within the Baytown community, and we believe it will be very
accretive to our strategic plan to develop our integrated health
care delivery system," stated Hassan Chahadeh, M.D., chairman and
chief executive officer of University General Health System, Inc.
"We are delighted to continue building upon our constructive
relationship with Jacinto Medical Group and look forward to
additional growth in this part of the Houston metropolitan area."

Jacinto Medical Group is a multi-specialty healthcare provider
that is staffed by 15 physicians and seven mid-level providers.
The group was founded over 16 years ago, and the physicians have
been working together to serve the Baytown community for over 20
years.  "Our association with University General has been
outstanding, and we expect to continue providing a quality of
patient care that is consistent with the high standards set by the
hospital," stated Siraj Jiwani, chief executive officer of Jacinto
Medical Group.

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.

US AIRWAYS: S&P Gives 'B+' Rating on $128MM Class B Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
'BBB'(sf) rating to US Airways Inc.'s $418.113 million series
2012-2 Class A pass-through certificates, with an expected
maturity of June 3, 2025. "At the same time, we assigned our
preliminary 'B+'(sf) rating to the $128.071 million Class B pass-
through certificates, with an expected maturity of June 3, 2021.
The final legal maturities will be 18 months after the expected
maturity. The issues are drawdowns under a Rule 415 shelf
registration. We will assign final ratings upon the completion of
our legal and structural review," S&P said.

"We base the preliminary 'BBB'(sf) and 'B+'(sf) ratings on US
Airways' credit quality, substantial collateral coverage by good
quality aircraft, and on legal and structural protections
available to the pass-through certificates," said Standard &
Poor's credit analyst Betsy Snyder. "The company will use the
proceeds of the offering to finance seven A321-200 aircraft and
four A330-200 aircraft to be delivered between May and October
2013. Each aircraft's secured notes are cross-collateralized and
cross-defaulted, a provision that we believe increases the
likelihood that US Airways would affirm the notes (and thus
continue to pay on the certificates) in bankruptcy."

"The pass-through certificates are a form of enhanced equipment
trust certificates (EETC) and benefit from legal protections
afforded under Section 1110 of the federal bankruptcy code and by
a liquidity facility provided by Landesbank Hessen-Thueringen
Girozentrale (A-/Stable/A-1). The liquidity facility is intended
to cover up to three semiannual interest payments, a period during
which collateral could be repossessed and remarketed by
certificateholders following any default by the airline, or to
maintain continuity of interest payments as certificateholders
negotiate with US Airways in a bankruptcy with regard to
certificates," S&P said.

"The ratings apply to a unit consisting of certificates
representing the trust property and escrow receipts, initially
representing interests in deposits (the proceeds of the
offerings). A depositary bank, The Bank of New York Mellon
(AA-/Negative/A-1+), holds the escrow deposits pending paying off
existing debt on the planes (which should be accomplished by
August 2013). Amounts deposited under the escrow agreements are
not property of US Airways and are not entitled to the benefits of
Section 1110 of the U.S. Bankruptcy Code, and any default arising
under an indenture solely by reason of the cross-default in such
indenture may not be of a type required to be cured under Section
1110. Any cash collateral held as a result of the cross-
collateralization of the equipment notes also would not be
entitled to the benefits of Section 1110. Neither the certificates
nor the escrow receipts may be separately assigned or
transferred," S&P said.

"We believe that US Airways views these planes as important and
would, given the cross-collateralization and cross-default
provisions, likely affirm the aircraft notes in a bankruptcy
scenario. In contrast to most EETCs issued before 2009, the cross-
default would take effect immediately in a bankruptcy if US
Airways rejected any of the aircraft notes. This should prevent US
Airways from selectively affirming some aircraft notes and
rejecting others (cherry-picking), which often harms the interests
of certificateholders in a bankruptcy," S&P said.

"We consider the collateral pool of A321-200s and A330-200s to be
of good quality. The A321-200 is the largest version of Airbus'
popular A320 narrowbody family of planes. The A321-200 has not
been as successful as the A320 or smaller A319, but nonetheless is
operated by 95 airlines worldwide, many more than Boeing's
competing B737-900ER (although the latter is a newer model and
thus has had less time to attract orders). Airbus has announced
that it will offer a more fuel-efficient new-engine-option (NEO)
on its narrowbody planes starting in 2016. Orders to date indicate
that this will be a popular option. If widely adopted, sale of NEO
planes could depress somewhat residual values of existing-
technology Airbus narrowbody planes. However, this effect is most
likely for older planes in the A320 family (e.g. those delivered
in the 1990s), rather than the recently delivered A321-200s in the
2012-1 collateral pool," S&P said.

"The other approximately 50% of aircraft securing the certificates
is A330-200s, a small, long-range widebody plane. This model,
which incorporates newer technology than Boeing's competing B767-
300ER, has been successful and is operated by 98 airlines
worldwide. It will face more serious competition when large
numbers of Boeing's long-delayed B787 are delivered. Still, it
will take a while for this to occur, even though Boeing has
finally begun to make its first aircraft deliveries earlier in
2012," S&P said.

"The initial loan-to-value of the Class A certificates is 55.2%
and of the Class B certificates is 72.1%, using the appraised base
values and depreciation assumptions in the offering memorandum.
However, we focused on more conservative maintenance-adjusted
appraised values (not disclosed in the offering memorandum). We
also use more conservative depreciation assumptions for all of the
planes than those in the prospectus. We assumed that, absent
cyclical fluctuations, values of the A321-200s and A330-200s would
decline by 6.5% of the preceding year's value per year. Using
these values and assumptions, the Class A initial loan-to-value is
higher, 55.9%, and rises to around 60% at its highest point,
before declining gradually. The Class B initial loan-to-value,
using our assumptions, is about 73.0%, and peaks at around 80%
before declining. Our analysis also considered that a full draw of
the liquidity facility, plus interest on those draws represents a
claim senior to the certificates. This amount is in line (as a
percent of asset value) with EETCs other U.S. airlines issued
recently and lower than US Airways' 2011-1 and 2012-1 EETCs, which
amounted to more than 8%. Initially, a full draw with interest is
equivalent to about 5.7% of asset value, using our assumptions.
The transaction is structured so that US Airways could later issue
Class C certificates without a liquidity facility. In the past,
airlines, including US Airways, have structured follow-on
certificates of this kind in such a way as to not affect the
rating on outstanding senior certificates," S&P said.

"Our ratings on US Airways Group Inc. reflect its substantial debt
and lease burden, and participation in the high-risk U.S. airline
industry. The ratings also incorporate benefits from the company's
operating costs, which are lower than those of other legacy
airlines. Tempe, Ariz.-based US Airways is the fifth-largest U.S.
airline, carrying about 9% of industry traffic. We characterize
the company's business profile as vulnerable, its financial
profile as highly leveraged, and its liquidity as adequate," S&P
said.

"The outlook is stable. We expect US Airways' financial profile to
remain fairly consistent through 2013, with EBITDA interest
coverage in the mid-1x area and funds from operations (FFO) to
debt in the low-teen percent area. We believe that an upgrade is
not likely over the next year but could occur if FFO to debt moves
consistently into the high-teen percent area and unrestricted cash
and short-term investments increase to more than $2.5 billion. We
also believe a downgrade is unlikely over the near term. However,
if a stalled U.S. economic recovery or serious oil price spike
caused losses, eroding liquidity to below $1 billion, we could
lower the ratings," S&P said.

RATINGS LIST

US Airways Inc.
US Airways Group Inc.
Corporate credit rating                    B-/Stable/--

New Ratings Assigned
US Airways Inc.
Series 2012-2 Class A pass-through certs   BBB(sf) prelim
Series 2012-2 Class B pass-through certs   B+(sf) prelim


VERMILLION INC: Appoints Bruce Huebner as Interim CEO
-----------------------------------------------------
Vermillion, Inc., appointed director Bruce A. Huebner as interim
chief executive officer.  He succeeds Gail S. Page, who will
assist in the transition and serve as a strategic advisor to the
company as requested by its board of directors.  Mr. Huebner will
continue to serve on Vermillion's board of directors.

As previously announced, the company's Board formed a succession
committee of independent directors to oversee the process of
identifying and selecting a new CEO.  It has also retained a
leading executive search firm with experience in CEO transitions
to advise the board on potential candidates.

"With more than 37 years of diagnostic industry experience and
leadership, as well as serving on a special Vermillion board
committee that evaluates marketing strategies for OVA1, Bruce will
provide seasoned leadership as our interim CEO," said James S.
Burns, the company's chairman of the board.  "He will actively
manage the business and ensure continuity of operations, as our
succession committee searches for a new CEO who will take the
company to its next level of growth and development.

"I would also like to thank Gail for the leadership and dedication
that she has provided in bringing OVA1 to market and a pipeline of
products to improve women's health.  We look forward to consulting
with Gail in the coming months as we continue to build advocacy
for our ovarian cancer franchise among gynecologists and women's
health groups."

Mr. Huebner has executive management experience in multiple
clinical diagnostic companies, including Osmetech Molecular
Diagnostics, Nanogen and Gen-Probe.  While serving as president of
Osmetech, he successfully established the company as a fully
integrated business, obtaining FDA clearance for four molecular
diagnostic microarray products and introducing them to the
marketplace.  Mr. Huebner was previously president and chief
operating officer of Nanogen, a publicly held nanotechnology and
microarray company.

Prior to Nanogen, he was executive vice president and chief
operating officer of Gen-Probe, a global leader in the development
of nucleic acid tests, including diagnostic tests for infectious
disease that affect women's health.  In less than 10 years, he
grew Gen-Probe's annual revenues from $42 million to a run-rate of
more than $150 million.  Mr. Huebner is currently a managing
director of LynxCom Partners, a healthcare consulting firm with a
focus on cancer diagnostics and personalized medicine.

"The appointment of Bruce as interim CEO allows Vermillion
additional time to recruit a successor with a strong commercial
background in diagnostics," added Burns.  "Given the recent
Delaware court's dismissal of the dissident shareholder suit and
admonishment of the plaintiffs, Vermillion can now set a
shareholder meeting date, elect a new director, and take the steps
necessary to attract and compensate a new CEO."

Pursuant to the terms of an employment agreement, the Company will
pay Mr. Huebner an annual base salary of $252,000.

                          About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

After auditing the Company's results for 2011,
PricewaterhouseCoopers LLP, in Austin, Texas, expressed
substantial doubt about Vermillion, Inc.'s ability to continue as
a going concern.  The independent auditors noted that the Company
has incurred recurring losses and negative cash flows from
operations and has debt outstanding due and payable in October
2012.

The Company reported a net loss of $17.8 million in 2011, compared
with a net loss of $19.0 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$16.9 million in total assets, $11.5 million in total liabilities,
and stockholders' equity of $5.4 million.


VERTIS HOLDINGS: FTC Waiting Period Expired Nov. 16
---------------------------------------------------
The (Milwaukee) Business Journal reported that Quad/Graphics Inc.
said a required regulatory waiting period for its proposed
purchase of Vertis Holdings Inc. of Baltimore expired Nov. 16,
2012, with no action taken by the Federal Trade Commission.

The report said the expiration clears the companies to close the
planned $258.5 million transaction.  Sussex-based commercial
printer Quad/Graphics had agreed to acquire all the assets of
Vertis Holdings, a direct-mail marketing firm that filed for
Chapter 11 bankruptcy protection to facilitate the sale.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that no bids to compete with Quag/Graphics were submitted
by the Nov. 23 deadline.  Consequently, the Nov. 30 auction was
canceled.  There will be a Dec. 6 hearing for approval of the
sale.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


VESTA CORPORATION: Moody's Affirms 'B2' Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Vesta Corporation's B2
corporate family and probability of default ratings ("CFR" and
"PDR", respectively) and lowered the proposed $200 million first
lien term loan rating to B1 from Ba3. As Vesta is no longer
contemplating a second lien term loan issuance, the B3 rating has
been withdrawn. The rating outlook is stable.

Ratings Rationale

Without the benefit of cushion from a second lien facility,
Vesta's first lien senior secured term loan is rated one notch
higher than the B2 CFR, as opposed to two notches under the
originally proposed capital structure. Moody's used a 50% recovery
rate because of the large proportion of accounts payable relative
to secured debt.

The following ratings were affirmed:

Corporate Family Rating -- B2

Probability of Default Rating -- B2

The following rating was lowered:

$200 million 1st lien Term Loan -- B1 (LGD3 -- 34%) from Ba3 (LGD2
-- 24%)

The following rating was withdrawn:

$95 million 2nd lien Term Loan -- B3 (LGD5 -- 70%)

The rating outlook is stable.

The principal methodology used in rating Vesta Corporation was the
Global Business & Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Vesta Corporation, with projected annual revenues over $170
million, is a provider of electronic payment services, principally
for the prepaid mobile phone market.


VHGI HOLDINGS: Incurs $4.8 Million Net Loss in June 30 Quarter
--------------------------------------------------------------
VHGI Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.85 million on $110,103 of total revenue for the three months
ended June 30, 2012, compared with a net loss of $190,952 on
$187,727 of total revenue for the same period during the prior
year.

For the six months ended June 30, 2012, the Company reported a net
loss of $10.56 million on $247,450 of total revenue, compared with
a net loss of $415,142 on $300,692 of total revenue for the same
period a year ago.

The Company reported a net loss of $5.43 million in 2011, compared
with a net loss of $1.67 million in 2010.

The Company's balance sheet at June 30, 2012, showed $47.64
million in total assets, $51.78 million in total liabilities and a
$4.13 million total stockholders' deficit.

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

                        http://is.gd/03ANg2

                        About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from the following business segments: (a)
precious metals (b) oil and gas (c) coal and (d) medical
technology.

In their auditors' report on the Company's consolidated financial
statements for the year ended Dec. 31, 2011, Pritchett, Siler &
Hardy, P.C., in Salt Lake City, Utah, expressed substantial doubt
about VHGI Holdings' ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial losses and has a working capital deficit.


VIASPACE INC: Borrows $20K; Loan Converted Into 1.9MM Shares
------------------------------------------------------------
Kevin Schewe, director of Viaspace Inc., made a $20,000 loan to
the Company in conjunction with the Loan Agreement entered into on
Sept. 30, 2012.  In the Loan Agreement, Mr. Schewe agreed, subject
to satisfaction of certain conditions, including among other
things, Mr. Schewe's satisfaction with the use proceeds of past
loans, to provide loans of up to $1,000,000 as required by the
Company for a five-year period.

The loans would be evidenced by a Secured Convertible Note.  The
loans accrue interest at 6% per annum and are secured by all
assets of the Company.  At Mr. Schewe's election, the notes are
convertible into shares of Company common stock at a price equal
to 80% of the average closing price of the Company's common stock
for the 20 trading days immediately preceeding the date of the
loan.  Each note matures on the second anniversary of the issuance
date of that note.

Including the newest loan, Mr. Schewe has made cumulative loans to
the Company totaling $105,000 since the execution of the Loan
Agreement.

On Nov. 28, 2012, Mr. Schewe converted $20,000 of loans that he
previously made to the Company into shares of the Company's common
stock.  The $20,000 loan owed to him converted into 1,941,748
shares of Company common stock at a conversion price of $0.0103
per common share.

On Nov. 28, 2012, the Company issued 1,941,748 shares of Company
common stock to Mr. Schewe.

                         About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.

The Company's balance sheet at Sept. 30, 2012, showed $301,000 in
total assets, $1.19 million in total liabilities and a $896,000
total deficit.

Hein & Associates LLP, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for 2011, which expresses
substantial doubt about the Company's ability to continue as a
going concern.   The independent auditors noted that he Company
has incurred significant losses from operations, resulting in an
accumulated deficit of $43.05 million.  The Company expects those
losses to continue.  In addition, the Company has limited working
capital and based on current cash flows does not have sufficient
funds to pay the May 2012 instalment due on the note to Changs
LLC.


VICTORY ENERGY: CFO Resigns, Search for Replacement Ongoing
-----------------------------------------------------------
Victory Energy Corporation announced the resignation of its Chief
Financial Officer, Mark Biggers, for family and personal reasons.
Mr. Biggers' resignation is effective immediately, and he will
serve as the Company's interim chief financial officer during the
anticipated short transition period.

Mr. Biggers commented, "It's been a privilege to work with such a
great group of individuals.  I appreciate and endorse the efforts
of the Victory team as they continue to do everything needed to
grow the company and build shareholder value.  I look forward to
following them along the way."

Kenny Hill, Victory Energy's CEO, stated, "I'm pleased that Mark
has agreed to stay engaged with Victory during the transition.  We
thank Mark for his service to the company and wish him well with
his future endeavors."

The Company has initiated a search and is currently interviewing
candidates.

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, WilsonMorgan LLP, in Irvine, California,
expressed substantial doubt about Victory Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced recurring losses since inception and
has an accumulated deficit.

The Company reported a net loss of $3.95 million on $305,180 of
revenues for 2011, compared with a net loss of $432,713 on
$385,889 of revenues for 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.69 million in total assets, $259,886 in total liabilities and
$1.43 million in total stockholders' equity.


VISCOUNT SYSTEMS: Raises $500,000 from Units Offering
-----------------------------------------------------
Viscount Systems, Inc., completed a private placement of
10,000,000 units at a price of $0.05 per unit for total proceeds
of $500,000.  Each unit consists of one common share and one-half
of one share purchase warrant of Viscount, with each whole warrant
exercisable to acquire an additional share of Viscount at a price
of $0.10 for a period of 5 years from the closing date.

In connection with the offering, the Company paid to a registered
broker-dealer a cash commission of $50,000 and issued share
purchase warrants to acquire 1,000,000 shares of common stock of
the Company at a price of $0.05 per share for a period of 5 years
from the closing date.  The warrants may be exercised on a
cashless basis.

The securities were sold to accredited and non-U.S. investment
funds and to a registered broker-dealer pursuant to the exemptions
from registration under Rule 506 of Regulation D and Regulation S,
both promulgated under the United States Securities Act of 1933.

                       About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

The Company reported a net loss of C$2.9 million in 2011, compared
with a net loss of C$1.3 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed C$1.08
million in total assets, C$3.44 million in total liabilities and a
C$2.35 million total stockholders' deficit.

"The Company's bank credit facility was suspended on December 30,
2011 due to the bank's assessment of the Company's financial
position.  Management has determined that the Company will need to
raise a minimum of $500,000 by way of new debt or equity financing
to continue normal operations for the next twelve months.
Management has been actively seeking new investors and developing
customer relationships, however a financing arrangement has not
yet completed.  Short-term loan financing is anticipated from
related parties, however there is no certainty that loans will be
available when required.  These factors raise substantial doubt
about the ability of the Company to continue operations as a going
concern."

Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP,
in Vancouver, Canada, expressed substantial doubt about Viscount
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has an accumulated deficit of
C$5,769,027 and has reported a loss of C$2,883,304 for the year
ended Dec. 31, 2011.


WATERFRONT OFFICE: Files for Chapter 11 in Connecticut
------------------------------------------------------
Stamford, Connecticut-based Waterfront Office Building LP and
Summer Office Building LP sought Chapter 11 protection (Bankr. D.
Conn. Case No. 12-52121 and 12-52122) on Nov. 27 in Bridgeport.

The Debtors each estimated assets and debts between $50 million
and $100 million.

According to Bloomberg News, Waterfront said in court filings that
it owns a 206,000 square-foot office building situated on 8.1
acres.  The property has two restaurants and a 71-slip marina. The
Summer property is a 100,000 square-foot building.  Deutsche
Genossenschafts-Hypothekenbank AG has a $55 million mortgage on
the properties.  The lender only has the right to look to the
property for recovery of the debt, court papers state.


WATERFRONT OFFICE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Waterfront Office Building LP
        fka Antares Stamford Landing LP
        100 Washington Boulevard, Suite 200
        Stamford, CT 06902

Bankruptcy Case No.: 12-52121

Chapter 11 Petition Date: November 27, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: James Berman, Esq.
                  ZEISLER AND ZEISLER, P.C.
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  E-mail: jberman@zeislaw.com

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

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

The petitions were signed by Paul Kuehner, manager of managing
member of sole member of debtor's GP.

Affiliate that simultaneously sought Chapter 11 protection:

  Debtor                         Case No.
  ------                         --------
Summer Office Building LP        12-52122
  Assets: $10,000,001 to $50,000,000
  Liabilities: $50,000,001 to $100,000,000

A. Waterfront Office's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
ABM Janitorial Services            Business Debt           $14,741
321 West 44th Street, Suite 701
New York, NY 10036

ABM Security Services Inc.         Business Debt           $10,850
50 W. Powhattan Avenue, Suite D
Essington, PA 19029

Stamford Landing Condo Assc. Inc.  Business Debt            $9,680
c/o Plaza Realty & Mgmt Corp.
Pymnt Proc. Ctr, P.O. Box 64895
Phoenix, AZ 85082

Tri-State Window Cleaning          Business Debt            $6,328

Park Avenue Coach                  Business Debt            $5,212

KM Communications Services         Business Debt            $4,597

Fran & Company                     Business Debt            $3,000

American Solar & Alternative       Business Debt            $2,923

Eastern Land Management            Business Debt            $2,464

City Carting & Recycling           Business Debt            $1,295

Law Offices of DePanfilis &        Business Debt              $908
Vallerie

Centerline Interiors               Business Debt              $822

Colonial Wood Products             Business Debt              $700

T.F. Andrew Carpet One             Business Debt              $425
Floor & Home

Atria Inc.                         Business Debt              $420

Soundsafe Security System          Business Debt              $377

Waltham Services, Inc.             Business Debt              $324

Naugatuck Construction             Business Debt              $275

Windcheck                          Business Debt              $200

MLK Lock & Security LLC            Business Debt              $162

B. Summer Office's List of Its 12 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
McGladrey & Pullen LLP             Business Debt            $7,500
850 Canal Street, 4th Floor
Stamford, CT 06902

ABM Security Services Inc.         Business Debt            $4,913
50 W. Powhattan Avenue, Suite D
Essington, PA 19029

Tri-State Window Cleaning          Business Debt            $2,871
11 Industry Street
Poughkeepsie, NY 12603

KM Communications Services         Business Debt            $2,508

Kastle Systems                     Business Debt            $1,461

City Carting & Recycling           Business Debt              $767

Fire Protection Testing            --                         $452

ABM Janitorial Svcs NEAST Inc.     Business Debt              $391

F.J. Dahill, Co. Inc.              Business Debt              $369

Transbeam, Inc.                    Business Debt              $319

Clear Water Industries             --                         $248

Atria Inc.                         Business Debt              $151


WILLIAM SATTERFIELD: 11th Cir. Affirms Ruling on Suit v. Trustee
----------------------------------------------------------------
William Satterfield brought suit against Patrick J. Malloy III,
the court-appointed trustee of Mr. Satterfield's Chapter 7
bankruptcy estate.  The district court concluded that the suit was
barred by Barton v. Barbour, 104 U.S. 126 (1881), because Mr.
Satterfield's claims are based on actions Mr. Malloy took as
trustee and Mr. Satterfield did not first obtain permission from
the bankruptcy court.  Mr. Satterfield contends that Barton does
not apply because Mr. Malloy's actions were ultra vires.

The U.S. Court of Appeals for the Tenth Circuit last week rejected
Mr. Satterfield's contention. In affirming the lower court
decision, the Tenth Circuit held that, because Mr. Malloy's
allegedly wrongful actions were conducted as part of his duties as
trustee, Barton bars suit absent permission from the appointing
court.  The Appeals Court further concluded that Mr. Satterfield's
action is not authorized by 28 U.S.C. Sec. 959 because Mr. Malloy
was not carrying on the business of the estate, but simply
administering its liquidation.

In June 2004, Mr. Satterfield pled guilty to certain federal
criminal charges and was ordered to pay up to $1.7 million in
restitution. Mr. Satterfield consulted various attorneys,
including Mr. Malloy, to determine whether a declaration of
bankruptcy would be appropriate. Mr. Malloy declined to represent
Mr. Satterfield in bankruptcy proceedings, but obtained
substantial information regarding Satterfield's finances as part
of the consultation process.

In August 2004, Mr. Satterfield voluntarily filed for Chapter 11
bankruptcy. The Office of the United States Trustee appointed Mr.
Malloy as trustee of Mr. Satterfield's estate. Although Mr.
Satterfield did not object to the appointment, he contends that he
was not fully advised of potential areas of conflict that might
arise as a result of Mr. Malloy acting as trustee.

Over Mr. Satterfield's objections, the bankruptcy court converted
his Chapter 11 proceeding to Chapter 7 in February 2006.  Mr.
Malloy continued to serve as trustee of the estate following
conversion.  In March 2006, Mr. Malloy, acting in his capacity as
trustee, filed an application to be appointed attorney of the
estate. Mr. Satterfield moved to disqualify Mr. Malloy as trustee
and attorney for his estate, arguing that Mr. Malloy had violated
provisions of the Bankruptcy Code and raising by implication
questions of Mr. Malloy's compliance with professional ethical
duties.

Mr. Satterfield alleges that as a result of this motion, "Malloy
engaged in a continuous course of conduct between 2006 and 2008
designed to retaliate against [Satterfield] for having raised an
objection to [Malloy's] status as trustee and attorney for the
[estate]." Specifically, Mr. Satterfield contends that Mr. Malloy:
(1) deliberately acted to dissipate the value of the estate; (2)
refused to report rents received as income, causing Mr.
Satterfield to be assessed penalties and interest by the Internal
Revenue Service; (3) allowed foreclosure on certain properties
rather than making a good faith effort to sell them; (4) failed to
provide for the adequate upkeep of estate property; (5) failed to
preserve the value of property subject to foreclosure; (6) failed
to preserve and/or prosecute a claim of reverse condemnation
against the City of Tulsa; and (7) failed to exercise reasonable
care in renting certain property to an individual who engaged in
illegal activity on the property.

In January 2010, Mr. Satterfield filed suit against Mr. Malloy in
his individual capacity in federal district court.  The district
court dismissed the action pursuant to Mr. Malloy's Fed. R. Civ.
P. 12(b)(6) motion, concluding that the Barton doctrine barred Mr.
Satterfield's claims. Mr. Satterfield appealed.

In Barton, the Supreme Court held that "before suit is brought
against a receiver leave of the court by which he was appointed
must be obtained."  A plaintiff who brings such a suit, the Court
explained, attempts to "obtain some advantage over the other
claimants upon the assets in the receiver's hands."  If allowed to
proceed, "the court which appointed the receiver and was
administering the trust assets would be impotent to restrain" such
a plaintiff, complicating the proper administration of the estate.

The case is, WILLIAM SATTERFIELD, Plaintiff-Appellant, v. PATRICK
J. MALLOY, III, Defendant-Appellee, and JOHN DOE; RICHARD ROE,
Defendants,No. 11-5144 (10th Cir.).  A copy of the Eleventh
Circuit's Nov. 28, 2012 decision is available at
http://is.gd/2wm5jcfrom Leagle.com.


WSG CORAL: Case Summary & 7 Unsecured Creditors
-----------------------------------------------
Debtor: WSG Coral Springs, LP
        P.O. Box 546918
        Miami Beach, FL 33181

Bankruptcy Case No.: 12-15882

Chapter 11 Petition Date: November 26, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Jason H. Klein, Esq.
                  LATHAM SHUKER EDEN & BEAUDINE LLP
                  P.O. Box 3353
                  Orlando, FL 32802-3353
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bknotice@lseblaw.com

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

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

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-15882.pdf

The petition was signed by Eric D. Sheppard, managing member of
WSG Coral Springs GP, LLC, general partner.


YOSHI'S SAN: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Yoshi's San Francisco
                aka Yoshi's San Francisco LLC
                510 Embarcadero West
                Oakland, CA 94607

Bankruptcy Case No.: 12-49432

Involuntary Chapter 11 Petition Date: November 27, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Yoshi's Japanese Restaurant, Inc.  Loans and LOC        $1,283,524
510 Embarcadero West
Oakland, CA 94607

East Bay Restaurant Supply Inc.    Supplies A/P             $2,707
49 4th Street
Oakland, CA 94607

Apex Refrigeration Corporation     Services Due               $504
1550 Park Avenue
Emeryville, CA 94608


ZOGENIX INC: Appoints Scott Shively as EVP and CCO
--------------------------------------------------
Zogenix, Inc., appointed Scott Shively as Executive Vice President
and Chief Commercial Officer.

Mr. Shively, 56, served as the Global Commercial Disease Area Lead
for Pain and Global Commercial Medicine Team Lead of Pfizer, Inc.,
and as the Interim Head of Global Commercial Development for
Pfizer's Primary Care Business Unit from October 2009 to November
2012, where he was also heavily involved in the establishment and
potential business expansion of Pfizer's new Integrated Health
Business Unit.  From April 2007 to June 2008, Mr. Shively served
as Senior Vice President for Commercial Operations at Alpharma
Pharmaceuticals, a specialty pharmaceutical company focused on
pain management, where he had leadership responsibility for sales,
marketing, supply chain, business development, alliance management
and Alpharma?s Ireland subsidiary.  From October 2005 to March
2007, Mr. Shively was Senior Vice President for Global Respiratory
at Altana AG and Interim President and Chief Executive Officer for
Altana's U.S. operations, which included a sales force of over 500
representatives.  Prior to that, Mr. Shively worked at
subsidiaries of Sanofi-Aventis for nearly 20 years, where he had a
variety of sales, marketing and commercial international and
domestic leadership roles.  Mr. Shively holds a B.S. in Zoology
from Duke University, with a pre-medical focus.

In connection with his appointment, the Company and Mr. Shively
entered into an employment agreement, effective as of Nov. 26,
2012.

Under the Employment Agreement, Mr. Shively's initial annual base
salary will be $335,000, which amount will be subject to increase
each year at the discretion of the board of directors of the
Company or an authorized committee thereof.  Mr. Shively will also
be eligible to participate in an annual incentive program
established by the Board.  Mr. Shively's target annual incentive
compensation under that incentive program will be 45% of his then-
applicable annual base salary provided, however, that Mr.
Shively's annual bonus for 2012 will be pro-rated based on the
number of days elapsed during 2012 following his commencement of
employment.  The annual bonus payable will be based on the
achievement of individual and Company performance goals to be
determined in good faith by the Board or an authorized committee
of the Board.  Mr. Shively will also receive a one-time signing
bonus of $130,000, subject to a right of repayment should he leave
the Company prior to Aug. 31, 2013.  Mr. Shively is also entitled
to reimbursement for relocation expenses, up to a total of
$100,000, subject to a right of repayment should he leave the
Company prior to Nov. 26, 2013.

Pursuant to the Employment Agreement, as soon as practicable
following his commencement of employment, Mr. Shively will be
awarded stock options to purchase 400,000 shares of the Company's
common stock pursuant to the Company's 2010 Equity Incentive Award
Plan, which stock options will vest over the four year period
following his commencement of employment, subject to his continued
employment with the Company on each applicable vesting date.  The
exercise price per share of those stock options will be the
closing price per share of the Company's common stock on the date
of grant.

The Employment Agreement also contains standard confidentiality,
non-competition and non-solicitation covenants.

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

                        http://is.gd/vrhRE7

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $91.30
million in total assets, $78.01 million in total liabilities and
$13.28 million in total stockholders' equity.


* Moody's: Low-Rated Issuers' Healthcare Covenant Quality Weak
--------------------------------------------------------------
Covenant quality usually improves further down the rating scale,
but bonds issued by North American healthcare companies do not
follow this trend, Moody's Investors Service says in a new report.
Of the Caa-rated bonds reviewed, all but one in the healthcare
sector had weaker covenant protection than the average of those
issued by other North American non-financial corporates.

"Low-rated instruments generally offer more covenant protection
due to the higher probability of default," says Ron Neysmith, Vice
President and author of the report, "North American Healthcare
Bucks the Trend: Covenants are Weaker at Lower Rating Levels."
"But at the Caa rating level we found this did not hold true for
the healthcare sector."

Liens subordination represents a weak spot in the high-yield
healthcare sector, which had a weaker average Covenant Quality
score for this factor than did North American non-financial
corporate issuances overall. Some 80% of the healthcare issuances
reviewed include a carve-out that allows additional secured
borrowings senior to existing notes, provided a debt ratio test is
met.

Similarly, restricted payments covenants were weaker in Caa-rated
deals in the healthcare sector. On Moody's five-point Covenant
Quality scale, with 1 representing the strongest investor
protection and 5 the weakest, these had an average score of 3.22,
compared with 2.77 for similarly rated North American debt
issuances.

Moody's attributes healthcare's weakness at the Caa rating level
to the high concentration of private equity sponsors in the
sector. Private equity was involved in about two thirds of
healthcare issuances, compared with about one third for all North
American high-yield issuances.

"A higher percentage of healthcare issuances include a carve-out
that allows companies to make unlimited restricted payments as
long as leverage remains below a certain threshold, which allows
companies to pay excessive dividends," Neysmith says. "Of the
private equity-sponsored debt issuances we looked at, 13% in the
healthcare sector were dividend-related, compared with 5.5% for
all North American non-financial corporates.

Despite the weakness at the low end of Moody's rating scale,
however, overall the 54 high-yield healthcare debt issuances
reviewed had an average Covenant Quality score of 3.41, close to
the average of 3.36 for all North American non-financial
corporates."


* Junk Defaults to Jump in November and December
------------------------------------------------
According to Bloomberg News bankruptcy columnist Bill Rochelle,
Fitch Ratings Ltd. said in a report that junk-bond defaults will
jump in the last two month of the year.  There were no defaults in
October, lowering the 12-month default rate to 1.9%, Fitch said.
Fitch is predicting $5.5 billion in defaults by five issuers
during November and December.

A surge in defaults during November and December also occurred in
2010 and 2011.  By the year's end, Fitch predicts 30 issuers will
have defaulted on $18.9 billion in debt, causing the default rate
to reach 2%.

The Fitch report said secured junk bonds now total $250 billion,
or 22.4%, of junk debt. Nonetheless, secured status isn't
protecting those bonds from low ratings.

Fitch said that 24.6% of secured junk debt has a rating of CCC or
lower, compared with 19.5% for the remainder of the market.


* Lawsuit Against Trustee Barred by 1881 Supreme Court Ruling
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Denver shed light on the
question of when a trustee can be sued outside of bankruptcy court
under an 1881 decision from the Supreme Court called Barton v.
Barbour and Section 959 of the federal Judiciary Code.

According to the report, the case involved an individual who took
a guilty plea and agreed to pay $1.7 million in restitution. Along
the way, he consulted with a lawyer about filing for bankruptcy.
When he filed for Chapter 11 reorganization later, the same lawyer
was named trustee and continued in that role when the case
converted to Chapter 7 liquidation.  The bankrupt sued the trustee
outside of bankruptcy court, contending he mismanaged the estate
in retaliation for an objection to eligibility for service as
trustee.  The district court dismissed the suit under the Barton
doctrine for failure to obtain permission to sue from the
bankruptcy court.

The report relates that Circuit Judge Carlos F. Lucero upheld
dismissal, saying the suit was indeed barred by Barton.  The
appeals court rejected the argument that the trustee could be sued
because his actions were ultra vires. Lucero said the complained-
of actions were related to the trustee's official duties, thus
barring suit even if "taken with improper motives."  Judge Lucero
also upheld dismissal of the suit under Section 959, which permits
suits against a trustee for actions "in carrying on business" of
the estate. Courts, Lucero said, make a distinction between
continuing the operations of a business and "simply winding up the
estate's affairs."  Because the trustee's actions were part of
liquidation, the suit was also barred under Section 959.

The case is Malloy v. Roe (In re Satterfield), 11-05144, U.S.
Court of Appeals for the Tenth Circuit (Denver).


* 7th Cir. Appoints Catherine Furay as W.D. Wis. Bankruptcy Judge
-----------------------------------------------------------------
The Seventh Circuit Court of Appeals appointed Bankruptcy Judge
Catherine J. Furay to a fourteen-year term of office in the
Western District of Wisconsin, effective January 3, 2013, (vice,
Utschig).

          Honorable Catherine J. Furay
          United States Bankruptcy Court
          United States Courthouse
          500 South Barstow Street, Room 100
          Eau Claire, WI 54701

          Mailing address:

          United States Bankruptcy Court
          United States Courthouse
          P.O. Box 5009
          Eau Claire, WI 57402-5009
          Telephone: 715-839-2985, ext. 119
          Fax: 715-839-2996

          Judicial Assistant

          Cythia K. Korbol
          715-839-2980, ext. 117

          Term expiration: January 2, 2027


* BOND PRICING -- For Week From Nov. 26 to 30, 2012
---------------------------------------------------

  Company              Coupon     Maturity   Bid Price
  -------              ------     --------   ---------
AES EASTERN ENER        9.000     1/2/2017       3.570
AES EASTERN ENER        9.670     1/2/2029       4.000
AGY HOLDING COR        11.000   11/15/2014      49.250
AHERN RENTALS           9.250    8/15/2013      66.000
ALION SCIENCE          10.250     2/1/2015      51.310
AM AIRLN PT TRST       10.180     1/2/2013      93.000
AMBAC INC               6.150     2/7/2087       5.660
ARK OF SAFETY           8.000    4/15/2029       6.000
ATP OIL & GAS          11.875     5/1/2015       9.125
ATP OIL & GAS          11.875     5/1/2015       9.125
ATP OIL & GAS          11.875     5/1/2015       9.683
BUFFALO THUNDER         9.375   12/15/2014      35.375
CALIF BAPTIST           7.100     4/1/2014       4.500
CAPMARK FINL GRP        6.300    5/10/2017       2.000
CAR-CALL12/12           7.750    5/15/2016     102.700
CBB-CALL12/12           7.200   11/29/2023      94.077
CENTRAL EUROPEAN        3.000    3/15/2013      54.000
CERADY-CALL12/12        2.875   12/15/2035     100.110
CHAMPION ENTERPR        2.750    11/1/2037       1.000
COLONIAL BANK           6.375    12/1/2015       0.125
DIRECTBUY HLDG         12.000     2/1/2017      19.625
DIRECTBUY HLDG         12.000     2/1/2017      19.625
DOWNEY FINANCIAL        6.500     7/1/2014      58.125
DYN-RSTN/DNKM PT        7.670    11/8/2016       4.875
EASTMAN KODAK CO        7.000     4/1/2017       9.250
EASTMAN KODAK CO        7.250   11/15/2013       9.000
EASTMAN KODAK CO        9.200     6/1/2021       9.000
EASTMAN KODAK CO        9.950     7/1/2018       9.375
EDISON MISSION          7.500    6/15/2013      49.820
ENERGY CONVERS          3.000    6/15/2013      40.000
FIBERTOWER CORP         9.000   11/15/2012      14.250
FIBERTOWER CORP         9.000   11/15/2012      13.875
FIBERTOWER CORP         9.000     1/1/2016      30.000
FRIENDSHIP WEST         8.000    6/15/2024       9.100
GEOKINETICS HLDG        9.750   12/15/2014      41.350
GLB AVTN HLDG IN       14.000    8/15/2013      32.000
GLOBALSTAR INC          5.750     4/1/2028      44.310
GMX RESOURCES           4.500     5/1/2015      46.250
GMX RESOURCES           5.000     2/1/2013      89.000
HAWKER BEECHCRAF        8.500     4/1/2015       9.000
HAWKER BEECHCRAF        8.875     4/1/2015       5.250
HILTON HOTELS           7.625    12/1/2012      99.875
HUTCHINSON TECH         8.500    1/15/2026      59.000
JEHOVAH-JIREH           7.800    9/10/2015      10.000
LEHMAN BROS HLDG        0.250   12/12/2013      20.375
LEHMAN BROS HLDG        0.250    1/26/2014      20.375
LEHMAN BROS HLDG        1.000   10/17/2013      20.375
LEHMAN BROS HLDG        1.000    3/29/2014      20.375
LEHMAN BROS HLDG        1.000    8/17/2014      20.375
LEHMAN BROS HLDG        1.000    8/17/2014      20.375
LEHMAN BROS HLDG        1.250     2/6/2014      20.375
LIFECARE HOLDING        9.250    8/15/2013      14.310
LIFEPOINT CMNTY         8.400   10/20/2036       4.000
MANNKIND CORP           3.750   12/15/2013      67.750
MASHANTUCKET PEQ        8.500   11/15/2015      15.750
MASHANTUCKET PEQ        8.500   11/15/2015       5.250
MASHANTUCKET TRB        5.912     9/1/2021       5.250
METRO BAP CHURCH        8.400    1/12/2029       4.000
MF GLOBAL LTD           9.000    6/20/2038      67.000
NEWPAGE CORP           10.000     5/1/2012       5.250
NEWPAGE CORP           11.375   12/31/2014      44.500
NGC CORP CAP TR         8.316     6/1/2027      13.000
OVERSEAS SHIPHLD        8.750    12/1/2013      35.000
PBY-CALL12/12           7.500   12/15/2014      99.052
PEBO-CALL12/12          8.620     5/1/2029     100.000
PENSON WORLDWIDE        8.000     6/1/2014      42.466
PMI CAPITAL I           8.309     2/1/2027       1.375
PMI GROUP INC           6.000    9/15/2016      28.750
POWERWAVE TECH          3.875    10/1/2027      10.000
POWERWAVE TECH          3.875    10/1/2027      10.398
RESIDENTIAL CAP         6.500    4/17/2013      23.563
RESIDENTIAL CAP         6.875    6/30/2015      23.420
REVEL AC INC           12.000    3/15/2018       5.750
SAVIENT PHARMA          4.750     2/1/2018      24.000
SCHOOL SPECIALTY        3.750   11/30/2026      51.500
SCI-CALL12/12           7.375    10/1/2014     112.180
TERRESTAR NETWOR        6.500    6/15/2014      10.000
TEXAS COMP/TCEH        10.250    11/1/2015      17.125
TEXAS COMP/TCEH        10.250    11/1/2015      19.440
TEXAS COMP/TCEH        10.250    11/1/2015      18.850
TEXAS COMP/TCEH        15.000     4/1/2021      27.250
TEXAS COMP/TCEH        15.000     4/1/2021      34.250
THQ INC                 5.000    8/15/2014      23.375
TIMES MIRROR CO         7.250     3/1/2013      38.050
TL ACQUISITIONS        10.500    1/15/2015      25.526
TL ACQUISITIONS        10.500    1/15/2015      30.500
TOUSA INC               7.500    3/15/2011       2.000
TRAVELPORT LLC         11.875     9/1/2016      38.090
TRAVELPORT LLC         11.875     9/1/2016      36.625
TRIBUNE CO              5.250    8/15/2015      37.825
USEC INC                3.000    10/1/2014      35.550
VERSO PAPER             8.750     2/1/2019      34.200
VERSO PAPER            11.375     8/1/2016      33.375
WCI COMMUNITIES         4.000     8/5/2023       0.500
WCI COMMUNITIES         4.000     8/5/2023       0.500
WCI COMMUNITIES         6.625    3/15/2015       0.625




                            *********


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, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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