TCR_Public/110930.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 30, 2011, Vol. 15, No. 271

                            Headlines

56 WALKER: Case Filed Pro Se; Petition May Be Dismissed
AFFINITY GROUP: Expands Exec. Team With New CFO, EVP for HR
AGE REFINING: Court OKs Integra Realty as Panel's Appraiser
AIRPLAY DIRECT: Wants Involuntary Chapter 11 Case Dismissed
ALEXANDER GALLO: Wants to Hire KPMG LLP as Auditor

AMFIN FINANCIAL: Solicitation Ballots on Chap. 11 Plan due Oct. 17
AMR CORP: American Plans to Offer $725MM of Class A Certificates
AMR CORP: S&P Assigns 'A-(sf)' Rating to Class A Certificates
AMT LLC: Solicitation Ballots on Chap. 11 Plan Due Oct. 17
APPLIANCE DIRECT: Former Drivers Awarded $90T in Labor Suit

ATMAN HOSPITALITY: Bankruptcy Filing Postpones Hotel Auction
AURA SYSTEMS: Completes $3.5-Mil. Senior Secured Notes Offering
AURASOUND INC: Robert Pearson Resigns as Director
BANKATLANTIC BANCORP: To Effect a 1-for-5 Reverse Stock Split
BERNARD L. MADOFF: Defers Today's $272MM Payoff After Mets Ruling

BERNARD L MADOFF: Mets Victory Could Pave Way for Similar Rulings
BERNARD L. MADOFF: Trustee Trims $245MM Clawback Suit vs. Plaza
BIOZONE PHARMACEUTICALS: Issues $500,000 Convert. Promissory Note
BLUEKNIGHT ENERGY: Files Supplement to Rights Offering
BPP TEXAS: Court Approves New Chapter 11 Plan After Creditor Deal

BROADSTRIPE LLC: Sets Oct. 20 for Sale Under Plan
BROWNSTONE LOFTS: Voluntary Chapter 11 Case Summary
CFRI/GREENLAW DYER: Has Until Nov. 18 to Propose Chapter 11 Plan
CHINA RENEWABLE: Shareholders OK Increase of Board Members to 7
CMP SUSQUEHANNA: S&P Removes 'B' Corporate From CreditWatch

COMMUNITY TOWERS: Case Summary & 20 Largest Unsecured Creditors
CRYOPORT INC: Stockholders Approve 2011 Stock Incentive Plan
CUMULUS MEDIA: S. Schwarzman Owns 2.8% of Class A Common Shares
CUMULUS MEDIA: S&P Affirms 'B' Corporate Credit Ratings
DARLING INT'L: Moody's Raises CFR to 'Ba2'; Outlook Positive

DEL MONTE: S&P Lowers Corp. Credit Rating to 'B'; Outlook Stable
DYNEGY INC: Hit With Another Bondholder Suit Over Restructuring
EASTMAN KODAK: Moody's Lowers CFR to 'Caa2'; Outlook Negative
EASTMAN KODAK: Fitch Downgrades Issuer Default Rating to 'CC'
ELITE PHARMACEUTICALS: Launches Lodrane D Allergy Product

ENER1 INC: Appoints C. Cowger as New Chief Executive Officer
ENTELOS INC: Simulations Bid for All Assets Not Selected
EVOLUTION ACADEMY: S&P Lowers Rating on Revenue Bonds to 'BB+'
FALLS AT TOWNE: Lift Stay, Dismissal Deferred to Oct. 31 Hearing
FERTINITRO FINANCE: Fitch Affirms 'CCC' Rating on $250MM Bonds

FIRST MARINER: Amends Securities Purchase Pact with Priam
FIRSTPLUS FIN'L: Ch. 11 Trustee Amends Liquidating Plan
FRIENDLY ICE CREAM: May File for Chapter 11 as Soon as Next Week
GARNEAU INC: Shareholders to Vote on Liquidation and Dissolution
GLAZIER GROUP: Plan Confirmation Hearing Set for Oct. 13

GRACEWAY PHARMACEUTICALS: Plans Bankruptcy, Sale to Galderma
GRACEWAY PHARMACEUTICALS: Reaches Deal to Sell Assets to Galderma
HARRIS INTERACTIVE: Receives Waiver of Non-Compliance Under Loan
HARRISBURG, PA: House Backs Harrisburg Receivership Bill
HCA HOLDINGS: To Offer $500 Million of 8% Senior Notes

HCA INC: Moody's Assigns 'B3' Rating to Senior Unsecured Notes
HCA INC: S&P Assigns 'B-' Rating to $500-Mil. Sr. Unsec. Notes
HD SUPPLY: Moody's Affirms 'Caa2' Corporate Family Rating
HEALTHSPRING INC: S&P Raises Counterparty Credit Rating to 'BB-'
HELLER EHRMAN: 8 Firms Agree to Pay $2.3MM Over Atty. Transfers

HORIZON LINES: Amends Docs for $330MM Notes Exchange Offer
HORIZON LINES: Extends Notes Exchange Offer to Oct. 3
HOTEL NEVADA: Joint-Client Privilege Not Applicable to Trustee
INNKEEPERS USA: Offers New Theory Forcing Cerberus to Buy
JELD-WEN INC: Moody's Assigns B3 Rating to $450MM Secured Notes

JELD-WEN INC: S&P Raises Prelim. Corp. Credit Rating to 'B'
KOREA TECHNOLOGY: Proposes Durham Jones as Counsel
KOREA TECHNOLOGY: Has Deal on Sale of Mining Property
L-3 COMMS: Fitch Affirm Rating on Sr. Subordinated Debt at 'BB+'
LACKAWANNA COUNTY: Moody's Cuts General Obligation Rating to Ba3

LEHMAN BROTHERS: Former Exces Look to Settle California Lawsuit
LIBBEY INC: Won't Renew Exec. Officers' Employment Agreements
LOS ANGELES DODGERS: Fox Files Lawsuit to Block TV Rights Sale
LOS ANGELES DODGERS: Asks for Delay on MLB Plea vs. Exclusivity
LOWER BUCKS: Amends Plan, Bondholders to Recover 35% of Claims

M3 ENERGY: North American Resumes Operations at Gem #2 Mine
M WAIKIKI: Marriott Supports Panel's Cash Collateral Objection
MANISTIQUE PAPERS: Court Approves Tilly Virchow as Accountant
MANISTIQUE PAPERS: Committee Taps Ashby & Geddes as Del. Counsel
MANISTIQUE PAPERS: Court Okays Vector Consulting as Fin'l Advisor

MANISTIQUE PAPERS: Seeks Permission to Access $5-Mil. DIP Loan
MANISTIQUE PAPERS: Has Authority to Use Cash Collateral
MICROSEMI CORP: Moody's Lowers CFR to 'Ba2'; Outlook Stable
NEBRASKA BOOK: Hires Deloitte Tax as Tax Services Providers
NEUROLOGIX INC: Extends M. During Consulting Pact to 2012

NEWFIELD EXPLORATION: Moody's Assigns Ba1 Rating to Senior Notes
NEWFIELD EXPLORATION: S&P Assigns Rating to Sr. Unsecured Notes
NEWLEAD HOLDINGS: Engages in Constructive Dialogue With Lenders
NORTHCORE TECHNOLOGIES: Launches 'Discount This' Platform
PALM HARBOR: Plan Set for Nov. 17 Confirmation

PAT & OSCAR'S: Declining Sale Cues Chapter 7 Bankruptcy Filing
PERKINS & MARIE: Court Approves Causes of Action Motion
POINT BLANK: Gores Group Cuts Offer for Body-Armor Business
POINT BLANK: Proposes to Sell Non-Bullet Proof Fabric
QUIGLEY CO: Asbestos Plaintiffs Pursue Pfizer for $10 Million

QWEST CORP: S&P Keeps 'BB' Corp. Credit Rating; Outlook Stable
R&G FINANCIAL: Court Approves Disclosure Statement
REDDY ICE: Receives Non-Compliance Notice from NYSE
SEA TRAIL: Files for Chapter 11 Bankruptcy Protection
SEAHAWK DRILLING: Wins Approval of Full-Payment Chapter 11 Plan

SEALY CORP: Reports $6.6 Million Net Income in Aug. 28 Quarter
SEARCHMEDIA HOLDINGS: To Offer 3MM Shares Under Incentive Plan
SEQUOIA PARTNERS: Court Approves Mark Schmitz as Capital Broker
SHILO INN: Court Approves Dismissal of Killeen's Chapter 11 Case
SILVERSUN TECHNOLOGIES: Signs Stock Purchase Agreement with CEO

SOLYNDRA INC: Judge Rejects Committee's Request to Extend Sale
SOLYNDRA LLC: To Auction Non-Core Assets on Nov. 2
SOLYNDRA LLC: Imperial Capital Approved as Financial Advisor
SOLYNDRA LLC: DOE Loan Guarantee Program the Problem, CAGW Says
SOLYNDRA LLC: Section 341(a) Meeting Scheduled for Oct. 18

SPANISH INN: Palm Springs Resort for Celebs in Chapter 11
SPECTRAWATT INC: Court Approves Heritage, et al., as Sale Agent
STIRLING ENERGY: Another Solar Company Bites the Dust
TALON THERAPEUTICS: NDA for Marqibo Accepted for Filing by FDA
TAO-SAHI LP: Use of S2 Acquisition's Cash Collateral Expires Today

TAVERN ON THE GREEN: Sells Trademark for International Use
TELEFONICA FINANCE: Fitch Lowers Rating on Pref. Shares to 'BB+'
TEKNI-PLEX INC: Moody's Lowers CFR to Caa1; Outlook to Negative
TRAVELPORT HOLDINGS: Voting Deadline for Restructuring Expires
TUBO DE PASTEJE: Reorganization Plan Took Effect Sept. 9

TWIN CITY: Case Summary & 16 Largest Unsecured Creditors
WASHINGTON LOOP: U.S. Trustee & Creditor Wants Ch. 7 Liquidation
WASHINGTON LOOP: Court OKs Shumaker as Ch. 11 Trustee's Counsel
WASHINGTON LOOP: Disclosure Statement Hearing on Oct. 20
WESTLAKE CHEMICAL: Moody's Raises Ratings to 'Baa3' From 'Ba1'

XL GROUP: Moody's Affirms Ba1(hyb) Preferred Stock Rating
YRC WORLDWIDE: Jeffrey Altman Discloses 17.4% Equity Stake

* Only $5 Billion of Junk Debt Remains to Mature This Year
* Junk Defaults Predicted to Rise Only Fractionally
* Moody's Says Poor Market Conditions May Hit Lower-Rated Firms

* Deepening Insolvency Claim Survives in Appeals Court

* Anchorage Capital Defends CDO Liquidation Plan Ahead of Hearing
* Hedge Fund Rivals Scout Paulson Assets as Fortunes Turn
* Restructuring Opportunities for Some, A Wait for Others
* Electra Partners, Palamon Capital Sell SAV Credit

* BOOK REVIEW: Learning Leadership

                            *********


56 WALKER: Case Filed Pro Se; Petition May Be Dismissed
-------------------------------------------------------
56 Walker LLC, the owner of a building at 56 Walker Street in
Manhattan, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-14480) on Sept. 23, 2011.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that the petition was filled out in longhand and signed by an
individual identifying himself as the sole member of the company
that owns the property.  No lawyer signed the petition.

According to the report, U.S. Bankruptcy Judge Allan Gropper
immediately scheduled an Oct. 3 hearing where he will dismiss the
case unless the building by then has a lawyer.

Mr. Rochelle notes that although an individual can go through
bankruptcy without a lawyer, corporations or partnerships must
have a lawyer or the case will be dismissed.

The petition says the property is worth $11 million while secured
debt is $15.2 million.


AFFINITY GROUP: Expands Exec. Team With New CFO, EVP for HR
-----------------------------------------------------------
Camping World, Inc., and Good Sam Enterprises, LLC, fka Affinity
Group Inc., announced the expansion of the executive team through
the appointments of Jim DeBruzzi as Chief Financial Officer and
Zrinka Allen as EVP of Human Resources, Social Responsibility and
Communication.

Prior to joining the Company, DeBruzzi was the Chief Financial
Officer for Kerasotes Showplace Theatres, one of America's largest
movie theatre chains.  He was responsible for the Company's
accounting, finance, treasury, risk management, reporting and
compliance, M & A, human resources and IT.  Additionally, Jim was
the key liaison with the Company's private equity partner, senior
and institutional lenders, investment bank, legal counsel, audit
and tax counsel and the rating agencies.

Zrinka Allen comes to Camping World and Good Sam with over 20
years of experience in Human Resources and most recently was the
Director of HR for Wolters Kluwer where she led the development
and implementation of key business strategies focused on Talent
Acquisition and Development; Compliance; Diversity/Inclusion and
Social Responsibility.  As EVP of Human Resources, she will focus
on streamlining the Company's employee management systems as well
as talent procurement.  In her additional role of overseeing
social responsibility for the Company, she will develop and
promote local level initiatives that keep the Company and
associates focused on giving back consistent with the charter of
the Good Sam Club in 1966 "people helping people."

"Good Sam and Camping World have always attracted talent of the
highest caliber, but this is a whole new level.  We are focused on
growing the Company through precision and experience.  As we
evolve to the next level we must continue seeking out individuals
with proven track records.  I am confident Zrinka and Jim will be
tremendous assets as we continue to build our Company with a focus
on profitability and social responsibility," said Marcus Lemonis,
Chairman & CEO of Camping World & Good Sam.

The two companies also announced several key promotions, Tom Wolfe
to Executive Vice President of Operations for Good Sam, Tamara
Ward to Chief Marketing Officer of Camping World & Good Sam and
Mike Siemens to President of Good Sam Club, the largest RV Club in
the world with over 1.3 million members.

Tom has recently served as the CFO for Good Sam Enterprises.  In
his new position, Tom's primary focus will be on the media
business as well as rapidly growing the products and services
venture group.  Tom brings a great deal of experience both as an
RV Industry veteran and his understanding of Good Sam's historical
operations.  Additionally, he will be tasked with working with
Good Sam business leaders to streamline processes, improve
operating margins through best practices and SG&A reduction, as
well as assisting the business leaders with a clear understanding
of revenue and profit objectives.

As Chief Marketing officer, Tamara Ward's core focus will be
advancing Camping World & Good Sam's marketing efforts, including
expanding its brands, ensuring that the brand promise is clear and
executed and assisting the various business leaders in achieving
their stated revenue and profit objectives.  Ward has been with
the company over 22 years.

In his new role, Mike Siemens will be the clear leader with the
Good Sam Club.  His task is to improve the overall experience of
the members, bring new benefits to the club and improve the
retention and acquisition of RV'ers nationwide.  He brings over 25
years experience with the company.

"Marcus and I are thrilled to add new members to our team and
announce these well deserved promotions.  Over the last year we
have worked hard to shed our non-core business and are poised for
dramatic growth.  It's paramount to have the right people in the
right positions and we have clearly achieved that," replied Brent
Moody, Chief Administrative and Legal Officer of Camping World &
Good Sam.

                        About Affinity Group

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

The Company's balance sheet at Sept. 30, 2010, showed
$226.99 million in total assets, $457.25 million in total
liabilities, and a stockholder's deficit of $230.27 million.

                           *     *     *

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

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

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


AGE REFINING: Court OKs Integra Realty as Panel's Appraiser
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Age Refining,
Inc., sought and obtained permission from the U.S. Bankruptcy
Court for the Western District of Texas to retain Integra Realty
Resources - San Antonio as its appraiser, valuation consultant,
and expert.

The Creditors Committee requires appraisal and valuation
consulting services, including related expert testimony, in
connection with a dispute over a claim asserted by Chase Capital
Corporation.

Chase Capital filed a proof of claim, dated March 11, 2010, for
$40,212,084 over money loaned to the Debtor.  The claim asserts
secured status, with any unsecured amount indicated as "unknown."
The outstanding balance owed on the Chase Claim on the Petition
Date consisted of $30,062,495 on the first lien prepetition claim
and $10,149,589 consisting of the second lien prepetition claim.

After the sale of the Debtor's refinery unit, Chase Capital was
paid $36,000,000, applied against the Chase Claim, resulting in a
net remaining balance on the claim of $4,212,084, plus any
interest, cost, fees or expenses to the extent authorized under
Sections 506(a) and (b) of the Bankruptcy Code, up to the value of
the collateral securing the prepetition liens of Chase Capital.

Included within the Debtor's assets made part of the Refinery Sale
and sold to NuStar were certain assets that were not subject to
the Chase Claim.  The Unencumbered Assets include the Elmendorff
Tank Farm, the rolling stock of AGE, and real property adjacent to
the refinery.

Chase Capital has filed a motion to compel payment of principal,
interest, and other charges pursuant to Sections 506(a) and (b).
Both Chase Capital and the Creditors' Committee seek a
determination of the value of the secured claim under Section 506.
Intrinsic within both motions is the value of collateral sold to
NuStar as part of the Refinery Sale.  According to the Creditors
Committee, the Refinery Sale process did not provide an allocation
of the sale proceeds or provide a specific purchase price for any
of the Unencumbered Assets.

The Committee also seeks to ascertain the fair market value of the
Unencumbered Assets.

The Committee's Valuation Services Appraisal Agreement with
Integra Realty provides for testimony and expert witness services
in connection with Integra Realty's appraisals, at a rate of $350
per hour, in addition to reimbursement of Integra Realty's actual,
out-of-pocket expenses.

The Creditors' Committee believes that Integra Realty does not
hold or represent any interest adverse to the Debtor's estate and
that it is a disinterested person as the term is defined in
Section 101(14) of the Bankruptcy Code.

                        About Age Refining

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

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Texas Case No. 10-50501) on Feb. 8, 2010.  Aaron Michael
Kaufman, Esq., and Mark E. Andrews, Esq., at Cox Smith Matthews
Incorporated, in Dallas, represent the Chapter 11 debtor.  The
Company estimated $10 million to $50 million in assets and
$100 million to $500 million in liabilities in its bankruptcy
petition.

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

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


AIRPLAY DIRECT: Wants Involuntary Chapter 11 Case Dismissed
-----------------------------------------------------------
AirPlay Direct, LLC, asks the U.S. Bankruptcy Court for the Middle
District of Tennessee to (i) dismiss an involuntary Chapter 11
petition filed against it, (ii) award its attorneys' fees and
costs, and (iii) award punitive damage against the petitioning
creditors.

The Alleged Debtor answered the involuntary Chapter 11 petition
filed by Clif Doyal, Scott Welch, Raleigh Squires and Sussman &
Associates, P.C., and their motion for the appointment of
Chapter 11 trustee, or in the alternative, examiner.

The Alleged Debtor explains that, among other things:

   -- Messrs. Doyal, Squires, and Welch are not entitled to
   the amount of compensation they list on the petition.  The
   Alleged Debtor denies that any rent is owed to Mr. Welch
   because the Alleged Debtor is not aware of any lease or other
   written agreement existing between the parties for any real
   property.  The Alleged Debtor, Robert Weingartz, the Alleged
   Debtor's founder and largest shareholder, Messrs. Welch and
   Doyal attempted to negotiate employment contracts to set forth
   potential salaries and compensation, but were unable to come to
   terms.

   -- it has not received an invoice that includes a detailed
   hourly billing with an itemized list of tasks accomplished for
   the $27,721 claim by Sussman.  Because the Alleged Debtor is
   unable to determine whether this claim is proper, it must deny
   that this amount is accurate.  The Alleged Debtor is willing to
   begin good faith payments in an effort to bring Sussman current
   once a satisfactory detailed accounting is provided.

The Alleged Debtor asserts that it has substantially reduced its
debts unrelated to the Petitioning Creditors over the past three
months.  The Alleged Debtor is paying all of its current expenses
as they become due, and has been addressing past due debts by
entering into payment plans with its creditors.

                           About AirPlay

Based in Old Hickory, Tenn., AirPlay Direct, LLC, owns and
operates a subscription music promotion service, run primarily
through a Web site.  Artists, radio programmers, and record labels
are all subscribers to the service, which works to connect
creative artists with potential outlets for distribution of their
music.  AirPlay's primary value is the subscriber list and the
software platform utilized in connecting subscribers.  AirPlay has
30,000 subscribers to the Web site, who pay a monthly fee to use
the services.  Its web platform is currently at or near its
capacity in light of the number of subscribers.

Clif Doyal, Scott Welch, Raleigh Squires, and Sussman &
Associates, P.C., claiming they are owed $218,476 in the
aggregate, filed an involuntary Chapter 11 petition against
AirPlay (Bankr. M.D. Tenn. Case No. 11-08916) on Sept. 6, 2011.

Mr. Welch served as president and member of advisory board.
Mr. Doyal served as executive vice president and editor of
AirPlay's promotional magazine, Direct Buzz.  Mr. Squires acted as
operations manager.  They resigned prepetition.  Sussman &
Associates provided accounting services.

Judge George C. Paine II presides over the case.  Robert J.
Welhoelter, Esq. -- rjwelho@gmail.com -- in Nashville, represents
the Petitioning Creditors.


ALEXANDER GALLO: Wants to Hire KPMG LLP as Auditor
--------------------------------------------------
Alexander Gallo Holdings LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
permission to employ KPMG LLP as their auditors to provide
auditing, tax compliance and tax consulting services.

The firm agrees to audit the Debtors' consolidated balance sheet
as of Dec. 31, 2011, and 2010.

The Debtors will pay a fixed fee of $330,000 to the firm, for
which the firm bills the Debtors on a monthly basis in six equal
installments of $55,000 for the audit services.

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                  About Alexander Gallo Holdings

Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com-- is the largest full
service, IT-enabled court reporting and litigation support
services company in the United States.  AGH offers court
reporting, litigation support, trial software and other similar
services and has the only true national footprint in its market,
with roughly 55 offices located throughout the United States, and
a preferred provider network which serves as an extension of
Alexander Gallo's geographic reach.  Founded in 1999 by Alexander
J. Gallo, a former court reporter, AGH has made 18 acquisitions
since 2003.  Mr. Gallo has remained as CEO.

AGH, along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011.
Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to
Bayside Capital Inc., which had acquired $22 million in second-
lien debt.  The price wasn't disclosed.

Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011.  Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent.  In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another $148
million in junior unsecured subordinated notes owing to insider
Gallo Holdings LLC.

Bayside is providing $20 million in financing for the Chapter 11
effort.  The new loan will have a first priority lien on
unencumbered assets and a lien behind the first-lien debt.

Bankruptcy Judge Allan J. Gropper presides over the case.  Thomas
R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G.
Egan, Esq., at DLA Piper LLP (US), in New York, serve as the
Debtors' general counsel.  Squire, Sanders & Demsey (US) LLP
serves as the Debtor's corporate counsel.  The Debtors' financial
advisor is Gordian Group, LLC.  Kurtzman Carson Consultants LLC
serves as the Debtor's claims agent.


AMFIN FINANCIAL: Solicitation Ballots on Chap. 11 Plan due Oct. 17
------------------------------------------------------------------
All persons and entities to vote on Amfin Financial Corporation
and its debtor affiliates' plan of reorganization must deliver
their ballots by mail, hand delivery or overnight courier no later
than 5:00 PM Pacific Time on Oct. 17, 2011 to the Balloting Agent
at:

         AmFin Ballot Processing Center
         c/o Kurtzman Carson Consultants LLC
         2335 Alaska Avenue
         El Segundo, CA 90245

The Debtors received approval of the disclosure statement
explaining their Plan giving way for the Debtors to commence
solicitation on their plan.

The hearing on confirmation of the Plan is scheduled for Oct. 25,
2011, at 8:30 a.m. Eastern Time, before the Honorable Pat E.
Morgenstern-Clarren of the U.S. Bankruptcy Court for the Northern
District of Ohio, Eastern Division.  Any objection to confirmation
of the Plan must be filed no later than Oct. 17.

The Debtors are seeking acceptances of the AmFin Plan from holders
of Allowed Claims classified in Class 4 (FDIC Capital Claims),
Class 6 (Unsecured Bondholder Claims) and Class 8 (Other Unsecured
Claims) under the AmFin Plan, which are the only Classes impaired
under the AmFin Plan and therefore entitled to vote on the AmFin
Plan.

A redlined version of the Amended Disclosure Statement, dated
Sept. 6, is available for free at:

                http://ResearchArchives.com/t/s?770d

                      About AmTrust Financial

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

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

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

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

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


AMR CORP: American Plans to Offer $725MM of Class A Certificates
----------------------------------------------------------------
American Airlines, Inc., is offering $725,694,000 of Class A Pass
Through Certificates, Series 2011-2.  The Certificates will have
the benefit of a security interest in 43 aircraft that are owned
and operated by American:

   -- 4 currently unencumbered B737-823 aircraft, originally
      delivered to American from 1999-2001;

   -- 37 aircraft originally delivered to American from 1999-2001
      and 2 aircraft originally delivered to American in 2009,
      currently encumbered in American's 2001-2 EETC and certain
      private mortgages.

Joint Structuring Agents & Bookrunners are Morgan Stanley and
Deutsche Bank.  Additional Bookrunners are Goldman Sachs, Credit
Suisse and Citigroup.

A full-text copy of the free writing prospectus is available for
free at http://is.gd/yR43Ah

                       About AMR Corporation

Headquartered in Fort Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  As of Dec. 31, 2009, American provided scheduled jet
service to approximately 160 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

AMR recorded a net loss of $471 million in the year 2010, a net
loss of $1.5 billion in 2009, and a net loss of $2.1 billion in
2008.  The Company also reported a net loss of $722 million for
the six months ended June 30, 2011.

The Company's balance sheet at June 30, 2011, showed
$25.78 billion in total assets, $30.29 billion in total
liabilities, and a $4.51 billion stockholders' deficit.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings,
'Caa1' corporate family and probability of default ratings from
Moody's, and a 'B-' corporate credit rating from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


AMR CORP: S&P Assigns 'A-(sf)' Rating to Class A Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'A-
(sf)' rating to American Airlines Inc.'s (American) series 2011-2
class A pass-through certificates with an expected maturity of
Oct. 15, 2021. The final legal maturity will be 18 months after
the expected maturity. The issue is a drawdown under a Rule 415
shelf registration. "We will assign the final rating upon the
conclusion of a legal review of the documentation," S&P related.

The preliminary 'A- (sf)' rating is based on American's credit
quality and substantial collateral coverage provided by a
combination of mostly desirable, legal and structural protections
available to the pass-through certificates. The company will use
proceeds of the offering to refinance aircraft it already
owns: 16 Boeing B737-800s, 14 B757-200s, and 13 B777-200ERs. All
except two B737-800s are 10-12 years old (the others are two years
old). Each aircraft's secured notes are cross-collateralized and
cross-defaulted--a provision we believe increases the likelihood
that American 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
liquidity facilities provided by Morgan Stanley Bank N.A. The
liquidity facilities are 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 American in a
bankruptcy with regard to certificates.

The preliminary rating applies to a unit consisting of
certificates representing the trust property and escrow receipts,
initially representing interests in deposits (the proceeds of the
offerings). The escrow deposits are held by a depositary bank, The
Bank of New York Mellon, pending delivery of the aircraft that
American will refinance with proceeds from the certificates.
Amounts deposited under the escrow agreements are not the property
of American 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 the 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.

"We believe that American 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 American
rejected any of the aircraft notes. This should prevent American
from selectively affirming some aircraft notes and rejecting
others ('cherry-picking'), which often harms the interests of
certificateholders in a bankruptcy," S&P stated.

"We consider the collateral pool overall to be of mostly good
quality. The largest proportion of initial appraised value (about
56%) is made up of B777-200ERs. The B777-200ER (extended range) is
a successful midsize, long-range widebody plane. The larger
versions of Boeing Co.'s new B787 and, in particular, Airbus SAS'
A350 will eventually provide alternatives, which we expect will
occur before these certificates are fully repaid. We believe this
could place long-term value pressure on the B777-200ER. In our
analysis, we judged these planes to be slightly less liquid in the
re-sale market than recently delivered B777-200ER's would be. Most
of the B777 aircraft that Boeing is delivering currently are the
larger B777-300ER," S&P noted.

"The second largest proportion of collateral value is represented
by B737-800s. This is Boeing's most popular aircraft, a midsize
narrowbody plane that more than 100 airlines worldwide operate.
Given the modern technology incorporated in the plane, its wide
user base, and expected demand in excess of supply over the next
couple of years, we consider it to be the best aircraft collateral
currently available. Boeing recently launched a successor model,
the B737 MAX, a re-engined version intended to compete with
Airbus' new A320 NEO family. American recently ordered both B737
MAX and A320 NEO planes (as well as current technology versions of
both the B737 and A320 families) in a large order split between
the two manufacturers. Although the introduction of successor
planes will eventually place pressure on values of existing
B737-800s, the new MAX model will not be available for at least
five years, and large numbers will not be delivered for years
after that. Still, as for the B777-200ERs, we judged that the re
sale liquidity of the B737-800s that are 10-12 years old are
somewhat less favorable than for new models," S&P related.

The balance of value, about 19%, comprises B757-200s, large
narrowbody aircraft introduced in the 1980s and widely used,
especially by U.S. airlines. All of these are, or will soon be,
capable of transoceanic international service (used by American on
trans-Atlantic flights). Although the B757-200 incorporates
somewhat dated technology, there is no successor aircraft from
either Boeing or Airbus of this relatively small size that can fly
across the Atlantic, which is useful on routes more lightly
travelled than those served by widebody aircraft. "We incorporate
this factor into our assessment of these B757-200s' technological
risk and liquidity," S&P said.

The initial and maximum loan-to-value (LTV) of the class A
certificates is 45.3%, using the appraised base values and
depreciation assumptions in the offering memorandum. "However, we
focused on more-conservative, maintenance-adjusted base values for
the B737-800s and maintenance-adjusted current market values for
the B777-200ERs and B757-200s, resulting in an initial value that
is about 11% lower than the value shown in the offering memo. 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 B737-800s would decline by 5%
of the preceding year's value per year, and the B777-200ERs and
B757-200s, 7%," S&P stated.

Using these values and assumptions, the class A certificates'
initial LTV is higher, at 51.2%. "Our analysis also considered
that a full draw of the liquidity facility, plus interest on the
draws, represents a claim senior to the certificates. This amount
is somewhat above levels typical of an EETC, equal to 9% to 10% of
collateral value. We factored that added priority claim in our
deliberations. However, we note that the transaction is structured
so that American could later issue class B certificates. If those
certificates had a liquidity facility, draws on that facility
would rank senior to repayment of the class A principal and
interest, effectively raising the total LTV. We would review our
rating on the class A certificates in such an event. In the past,
airlines have structured follow-on certificates on this kind in
such a way as to not affect the rating of the outstanding senior
certificates," S&P stated.

Ratings List

American Airlines Inc.
Corporate credit rating                     B-/Negative/--

New Rating

American Airlines Inc.
Ser 2011-2 cl A pass-thru certs due 2021    A- (sf)(prelim)


AMT LLC: Solicitation Ballots on Chap. 11 Plan Due Oct. 17
----------------------------------------------------------
Judge William S. Shulman of the U.S. Bankruptcy Court for the
Northern District of Florida, Pensacola Division, conditionally
approved the disclosure statement explaining AMT, LLC's plan of
reorganization.

The Court fixed Oct. 17, 2011 as the last day for filing written
acceptances or rejections of the Plan.  Any party who has an
objection to the Disclosure Statement must file that objection in
writing on or before Oct. 17.

The Hearing on confirmation of the Plan and on any objections to
the Disclosure Statement will be held via Telephonic Conference
call on Oct. 24, 2011 at 2:30 p.m. CDT.  Conference call telephone
number is 1-888-363-4749, access code: 1729588#, security code:
8818#.

As reported by The Troubled Company Reporter on Sept. 19, 2011,
the Plan will be funded primarily by the proceeds of the
$14.1 million loan obtained from Omega Commercial Finance.  The
loan is secured by the Debtor's 11.77 acre of undeveloped land
located on the waterfront on Destin pass.

The Debtor says that if the Plan is not confirmed and its case is
converted to Chapter 7 liquidation, a Chapter 7 Trustee would take
possession of the Debtor's assets and would determine whether the
assets have equity over and above amounts owed to secured
creditors.  If there is equity in the Debtor's assets, the trustee
will attempt to sell those assets and use the equity to distribute
to creditors.  If there is no equity in the assets, the trustee
would surrender secured assets to the secured creditor.

The Plan provides for this classification of claims:

   Class 1      Administrative Expenses
   Class 2      Secured claim of Jefferson Bank and Trust Company
   Class 3      Priority claim of Okaloosa County Tax Collector
   Class 4      General Unsecured Claims
   Class 5      Claim of U.S. Trustee
   Class 6      Claim of ZTF Family, LP

At the behest of the Debtor, the Court will set a combined hearing
on the approval of the Disclosure Statement and confirmation of
the Plan.

                            About AMT LLC

AMT, LLC, in Destin, Florida, filed for Chapter 11 bankruptcy
(Bankr. N.D. Fla. Case No. 11-30933) on May 27, 2011.  The
Debtor's major asset consisted of 11.77 acres of waterfront
property located in Destin Pass in Destin, Florida.  Judge William
S. Shulman presides over the case.  J. Steven Ford, Esq., at
Wilson, Harrell, Farrington, Ford, Wilson, Spain, & Parsons, P.A.,
in Pensacola, Fla., serves as the Debtor's counsel.  In its
schedules, the Debtor disclosed $30,679,648 in assets and
$5,060,823 in liabilities.


APPLIANCE DIRECT: Former Drivers Awarded $90T in Labor Suit
-----------------------------------------------------------
A jury found Sei Pak, CEO of Appliance Direct Inc., liable for
retaliating against three former company drivers.  The jury
awarded the drivers $90,000 for their losses.

In February 2008, the three drivers filed an overtime lawsuit
against Appliance Direct and Mr. Pak, Case No. 6:08-cv-317-Orl
19DAB.  The drivers prevailed on their overtime claims and were
awarded a Judgment for their unpaid overtime in April 2009.  While
the drivers were awaiting the Court to enter Judgment, Mr. Pak
terminated the drivers.  The Drivers were sure that Mr. Pak fired
them because of their overtime lawsuit, and filed a new lawsuit
against Appliance Direct and Mr. Pak, Case No. 6:09-cv-00224-GJK.
After more than two and a half years of litigation, including
overturning the Judge at the 11th Circuit Court of Appeals, the
Plaintiffs prevailed when the Jury awarded the drivers $90,000 for
their loses.

The lawsuit was filed under a law known as the Fair Labor
Standards Act, 29 U.S.C. 215(a)(3).  The law states that an
employer is not permitted to retaliate against an employee who has
asserted their right to be paid correctly pursuant to the overtime
laws.

In addition to the judgments entered, there are currently pending
motions filed by the drivers for liquidated damages and attorney
fees against Mr. Pak which could subject Mr. Pak to hundreds of
thousands of dollars in additional liability.

The Plaintiffs were represented by Maurice Arcadier, from Arcadier
and Associates, P.A. Mr. Arcadier is a Board Certified attorney in
Labor and Employment law and has sued and recovered multiple
judgments against Mr. Pak and Appliance Direct, Inc. during the
past five years.  Mr. Arcadier states that he has been litigating
against Appliance Direct and Sei Pak since 2006 and has been
successful in achieving multiple judgments against them including
Judgments for Sexual Harassment, Retaliation, and Overtime claims.

Mr. Arcadier further stated, "It's a shame that Appliance Direct
and Mr. Pak have taken an unreasonable approach to litigation. I
have had to go through Jury Verdicts, Appeals at both the Federal
and State level, and fight Appliance Direct in Bankruptcy Court,
but Appliance Direct and Mr. Pak continue to be unreasonable.
There is a time for defending yourself in Court and a time to step
up to the plate and pay for the mistakes you have made. No one is
above the law and our jurisprudence system of justice will
ultimately prevail; eventually, after the litigation process is
moved through fruition, Mr. Pak and Appliance Direct will have to
pay on the Judgments."

Appliance Direct, Inc., is undergoing Chapter 11 bankruptcy
proceedings (Bankr. M.D. Fla. Case No. 10-9695) and trying to
reorganize its debts, including judgments against it for sexual
harassment lawsuits, and overtime claims.  Appliance Direct has
legally changed its name from Appliance Direct, Inc. to GROJ of
the West, Inc.


ATMAN HOSPITALITY: Bankruptcy Filing Postpones Hotel Auction
------------------------------------------------------------
David Benda at Record Searchlight reports that a foreclosure
auction of the Gaia in Anderson, California, was postponed on
Sept. 27, 2011, one day after the green hotel's parent company
filed for Chapter 11 bankruptcy protection.  The public sale was
rescheduled for Thursday Sept. 29, 2011, in front of the Shasta
County Courthouse in Redding.

Mr. Benda notes the Atman Hospitality Group of Sunnyvale claimed
bankruptcy in an attempt to reorganize and restructure its debt --
including the $11.2 million owed to Far East National Bank in Los
Angeles.  Atman filed an incomplete petition, which included the
20 largest unsecured creditors, estimates of its assets and debts.

"It's not uncommon to file a skeleton petition just to stop a
legal action like a foreclosure or lawsuit," the report quotes
Redding bankruptcy attorney Dennis Cowan, Esq., as saying.

Wen Chang, president of Atman Hospitality Group, has said the
economic downturn has affected the Gaia since it opened in 2008.

The report, citing court records, says most of Atman's unsecured
debts are loans from shareholders -- including $73,000 from Chang
-- that add up to roughly $1.5 million.  The 4215 Riverside Place
property and the hotel are valued at $6.5 million, but balance due
on Atman Hospitality's loan from Far East National Bank is $11.2
million, according to court filings.

Based in Sunnyvale, California, Atman Hospitality Group Inc. dba
Gaia Shasta Hotel filed for Chapter 11 protection on Sept. 19,
2011 (Bankr. E.D. Calif. Case No. 11-42576).  Judge Thomas Holman
presides over the case.  G. Michael Williams, Esq., at Ganzer &
Williams, represents the Debtor.  The Debtor estimated assets of
between $1 million and $10 million, and debts of between $10
million and $50 million.


AURA SYSTEMS: Completes $3.5-Mil. Senior Secured Notes Offering
---------------------------------------------------------------
Aura Systems, Inc., completed a private placement with accredited
investors of senior secured convertible notes in the aggregate
original principal amount of $3,675,000 and warrants to purchase
up to 4,900,000 shares of the Company's common stock, which will
result in gross proceeds to the Company of $3,500,000.  MDB
Capital Group, LLC, of Santa Monica, California served as the sole
placement agent for this private placement.

The notes do not carry any interest, but includes original issue
discount equal to 5% and are convertible at any time into shares
of common stock of the Company at a conversion price of $0.75 per
share.  In addition, the warrants have an exercise price of $1.00
per share and an exercise period of 5 years.  The notes are
secured by all of the Company's assets, other than, the Company's
Patents and all other intellectual property.

The notes have an 18-month term and full ratchet anti-dilution
protection, repayment to be made in 12 equal monthly payments
beginning in March 2012.  Monthly payments can be made in cash
and, under certain conditions; the payments can be made in common
stock of the Company, or a combination of common stock and cash.
In addition, if the Company does not close a firm commitment
public offering of more than $15 million of securities within 6
months and certain other conditions are satisfied, the Company has
the right to pre-pay in full the then outstanding notes.

A full-text copy of the complete Form 8-K disclosure is available
for free at http://is.gd/Z2KtE3

                        About Aura Systems

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

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

The Company's balance sheet at May 31, 2011, showed $5.21 million
in total assets, $16.55 million in total liabilities, and a
$11.34 million total stockholders' deficit.


AURASOUND INC: Robert Pearson Resigns as Director
-------------------------------------------------
Robert Pearson resigned from his position as a director of
AuraSound, Inc., effective as of Sept. 22, 2011.  Mr. Pearson
resigned for personal reasons and not as a result of any
disagreement with the Company with regard to any of the Company's
policies, operations or practices.

                        About AuraSound, Inc.

Santa Ana, Calif-based AuraSound, Inc. (OTC BB: ARUZE) --
http://www.aurasound.com/-- develops, manufactures, and markets
audio products.  AuraSound's products include TV soundbars, high-
drivers for TVs and laptops, subwoofers, and tactile transducers.

The Company's balance sheet at March 31, 2011, showed
$34.09 million in total assets, $27.73 million in total
liabilities, all current, and $6.36 million in total stockholders'
equity.

                           Going Concern

Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern
following the fiscal 2010 results.  The independent auditors noted
that during the year ended June 30, 2010, the Company incurred a
net loss of $2.2 million, and had negative cash flow from
operating activities of $202,383.

As of Dec. 31, 2010, the Company has an accumulated deficit of
$36,937,503, negative working capital of $4,716,502 and has
reported significant losses over the past several years.  During
the six-month period ended Dec. 31, 2010 the Company recorded a
net income of $1,014,895 and had net cash provided by operating
activities of $627,713.  According to the Form 10-Q for the
quarter ended Dec. 31, 2010, "The move to profitability and
positive cash flow is a directly result of the execution of new
management's post acquisition business plan to cut costs on all
business lines, hold and spread overhead costs against a larger
revenue base and to continue to move toward sustained
profitability.  However, there can be no assurance that the
Company can sustain profitability or positive cash flows from
operations.  As such, if the Company is unable to generate
positive net income and unable to continue to obtain financing for
its working capital requirements, it may have to curtail its
business sharply or cease business altogether."


BANKATLANTIC BANCORP: To Effect a 1-for-5 Reverse Stock Split
-------------------------------------------------------------
BankAtlantic Bancorp, Inc., intends to effect a one-for-five
reverse split of its Class A Common Stock and Class B Common
Stock.

BankAtlantic Bancorp anticipates the reverse stock split will be
effective after the close of trading on Friday, Oct. 14, 2011, and
that its Class A Common Stock will begin trading on a split
adjusted basis on the New York Stock Exchange (NYSE) at the
opening of trading on Monday, Oct. 17, 2011.  When the reverse
stock split becomes effective, each five shares of BankAtlantic
Bancorp's Class A Common Stock outstanding will automatically
convert into one share of Class A Common Stock, and each five
shares of BankAtlantic Bancorp's Class B Common Stock outstanding
will automatically convert into one share of Class B Common Stock.
No fractional shares will be issued in connection with the reverse
stock split.  Instead, any fractional share resulting from the
reverse stock split will be rounded up to the next largest whole
share.  BankAtlantic Bancorp's Class A Common Stock will continue
trading on the NYSE under its ticker symbol "BBX".

                    About BankAtlantic Bancorp

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

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

The Company's balance sheet at June 30, 2011, showed $3.86 billion
in total assets, $3.83 billion in total liabilities, and
$26.23 million in total equity.

                         *     *     *

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

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


BERNARD L. MADOFF: Defers Today's $272MM Payoff After Mets Ruling
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the Bernard L. Madoff Investment Securities Inc. opinion
written this week by U.S. District Judge Jed Rakoff is costing
Madoff customers significant amounts of money, now and in the
future, the Madoff trustee said after a court hearing Wednesday.
The trustee also said he will soon appeal Judge Rakoff's ruling.

According to the report, in court Sept. 28, David Sheehan, Esq., a
lawyer for the Madoff trustee, said that a $272 million
distribution scheduled to be made to customers today, Sept. 30,
will be held up given uncertainty generated by Judge Rakoff's
Sept. 27 opinion.

The opinion this week in substance limited the trustee to
recovering false profits and principal taken out of Mr. Madoff's
firm within two years before bankruptcy in December 2008.  Until
Judge Rakoff dismissed the largest part of claims against owners
of the New York Mets, the trustee was suing to take back
fictitious profits going back six years.

Talking to reporters after the hearing, Mr. Sheehan, the report
discloses, said that limiting recoveries to two years roughly cuts
potential recoveries in half from the approximately 1,000 pending
lawsuits, sometimes referred to as clawback actions.  Where the
trustee sought $6 billion for distribution to customers, the
maximum recovery under Judge Rakoff's ruling would be about $3
billion, Mr. Sheehan said.

Mr. Rochelle notes that for Mets owner Fred Wilpon along with his
friends, family and associates, Judge Rakoff's opinion
dramatically reduces their exposure in the suit.  Originally, the
trustee was seeking to take back $300 million in false profits and
$700 million in principal taken out within six years of
bankruptcy.  Mr. Sheehan said that limiting the lawsuit to two
years means the maximum recovery is about $386 million for profits
and principal combined.  The fictitious profits, which are easier
for the trustee to recover, amount to about $85 million of the
total, Mr. Sheehan said.

Mr. Rochelle discloses that the Madoff trustee is attempting to
level the playing field among customers who were fortunate in
taking money out of the Madoff firm and those who weren't. Were
his lawsuits to succeed, money the trustee recovers would be
redistributed to all customers, thus placing everyone in much the
same position.

By limiting recoveries to two years, Judge Rakoff's ruling has the
effect of decreasing the eventual recoveries by customers who left
money with Judge Madoff until the bitter end.  Mr. Sheehan said
the trustee decided not to make the scheduled $272 million
distribution to customers today because it was predicated on
several settlements where customers gave back money beyond Judge
Rakoff's two-year cutoff.

The Madoff trustee, Mr. Rochelle relates, is considering whether
he can make the distribution without fear that the underlying
calculations were inaccurate.  Mr. Sheehan said the trustee would
likely decide next week when and whether to make the distribution.

In court, Mr. Sheehan said the trustee would file papers with
Judge Rakoff by Oct. 11 requesting permission to appeal.  Because
Judge Rakoff's opinion wasn't the final ruling in the case, there
is no automatic right to appeal.

The Wilpon suit in district court is Picard v. Katz, 11-03605,
U.S. District Court, Southern District New York.

                      About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L MADOFF: Mets Victory Could Pave Way for Similar Rulings
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New York Mets owner Fred Wilpon failed to win
dismissal of the entire $1 billion lawsuit filed against him by
the trustee liquidating Bernard L. Madoff Investment Securities
Inc.  The 18-page opinion entered Sept. 27 by U.S. District Judge
Jed Rakoff, if upheld on appeal, means that the trustee will
suffer dismissal of the better part of hundreds of lawsuits
against other customers seeking recovery of fictitious profits
taken out more than two years before the fraud surfaced.

Mr. Picard sued Mr. Wilpon and his friends, family and associates
to recover about $300 million for fictitious profits and $700
million of principal repayments received within six years before
the Madoff firm's bankruptcy in December 2008.  Mr. Rochelle
recounts Judge Rakoff dismissed all of the trustee's claim except
for actual fraud on the receipt of principal and profits for two
years before bankruptcy under the fraudulent transfer law
contained in the U.S. Bankruptcy Code.

Judge Rakoff, according to Mr. Rochelle, dismissed all of the
trustee's claims under New York state fraudulent transfer law,
where the look-back period for recovery would have been six years.
Rakoff dismissed the state and federal law claims for constructive
fraudulent transfer in view of the provision in bankruptcy law
known as the safe harbor.  The provision prevents a trustee from
recovering transfers made by a stockbroker.

Judge Rakoff, Mr. Rochelle discloses, said in a footnote the
trustee "might well prevail on summary judgment seeking recovery
of the profits."  With little in the way of explanation, Judge
Rakoff said in the same footnote that the trustee might be able to
recover profits going back six years, even though elsewhere in the
opinion he said recovery would be limited to two years.

Mr. Rochelle notes it is unclear from the opinion exactly what the
trustee's maximum recovery might be.  In an e-mailed statement
Tuesday night, the Wilpon group stated their view that the
recovery is limited to money taken out within two years.  The
Sept. 27 ruling also upheld the trustee's effort to subordinate
the Wilpon group's claims.  According to Judge Rakoff, the claims
could be subordinated if the trustee proves investments were made
with "reckless disregard" of fraud.  The opinion theoretically
allows the recovery of principal repayments if the trustee can
show the Wilpon group wasn't acting in good faith.  Because the
case involves securities law, where there is generally a higher
standard for showing knowledge, Judge Rakoff established a low
standard for the Wilpons to meet in demonstrating their good
faith.  Judge Rakoff said it wasn't sufficient for the trustee to
show that the Wilpons had seen enough indications of suspicious
activity to cause them to investigate further.  Because a customer
has no inherent duty to investigate a broker, the trustee must
prove "willful blindness," which means having seen enough "red
flags" to "suggest a high probability of fraud," Judge Rakoff
said. Simply being "confronted with suspicious circumstances"
isn't enough, he said.

Judge Rakoff is yet to decide another case involving a customer
named Greiff who is being sued for recovery of false profits.
The Greiff suit, like hundreds of others, is based partly on
constructive fraud.  The Wilpon opinion dismissed all state and
federal constructive-fraud claims, indicating that the Greiff suit
and others like it will be dismissed on that ground, thus limiting
the trustee's recovery to two years at best.  Judge Rakoff's
opinion appears to mean that perpetrators of brokerage Ponzi
schemes can manipulate the system to profit customers while making
them immune from being required to disgorge some false profits.

The Wilpon suit in district court is Picard v. Katz, 11-03605,
U.S. District Court, Southern District New York.

                      About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L. MADOFF: Trustee Trims $245MM Clawback Suit vs. Plaza
---------------------------------------------------------------
Mandi Woodruff at Bankruptcy Law360 reports that the trustee
leading bankruptcy recovery efforts for victims of Bernard
Madoff's $65 billion Ponzi scheme dropped some claims Monday in
his $245 million clawback suit against feeder fund Plaza
Investments International Ltd., saying he will only pursue claims
filed on behalf of Madoff's estate.

In a joint stipulation of dismissal filed in New York federal
court, Irving H. Picard agreed to drop common law claims for
conversion and unjust enrichment against co-defendants Plaza
Investments and its asset manager, Notz Stucki Bermuda, according
to Law360.

Separately, Bankruptcy Law360 reports that the New York federal
judge handling Mr. Picard's suit against the owners of the New
York Mets said Wednesday that the most the trustee can hope to
recover from his action is about $386 million.

"It may be a lot less than that," U.S. District Judge Jed S.
Rakoff said at a scheduling hearing in the case, clarifying the
effect of a dismissal order issued Tuesday.

                      About Bernard L. Madoff

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

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

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

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

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

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


BIOZONE PHARMACEUTICALS: Issues $500,000 Convert. Promissory Note
-----------------------------------------------------------------
Biozone Pharmaceuticals, Inc., on Sept. 22, 2011, issued a 10%
convertible promissory note with a principal amount of $500,000,
due on March 22, 2012, and a warrant to purchase certain
securities of the Company in the PIPE Offering, pursuant to a
Securities Purchase Agreement entered into on that date.  The Note
and Warrant were issued to an accredited investor in reliance upon
the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended and Rule 506 promulgated by the
Securities and Exchange Commission thereunder.

As set forth in the Securities Purchase Agreement, the Company
intends to close a private placement of its common stock, par
value $0.001 per share, or other securities yielding gross
proceeds to the Company of at least $8,000,000; within 120 days
from the issuance date of the Note.

                    Convertible Promissory Note

The Note is unsecured, has a principal amount of $500,000 and
matures on the earlier of March 22, 2012, or the closing date of
the PIPE Offering.  The Note bears interest at the rate of 10% per
annum.  The entire principal amount and all accrued and unpaid
interest is due and payable on the earlier of the Maturity Date
and the occurrence of an Event of Default.

The principal and interest may not be prepaid except in connection
with the consummation of the PIPE Offering, in which case the
holder may elect either to convert all of the principal and
accrued and unpaid interest then outstanding into the securities
offered in the PIPE Offering at a price per share or unit, as the
case may be, equal to 70% of the price at which such securities
are sold or require the Company to repay the principal amount then
outstanding and any accrued and unpaid interest in cash.

                              Warrant

The Warrant is immediately exercisable and expires five years
after the date of issue.  The Warrant has an initial exercise
price of the lower of $1.80 and 120% of the PIPE Share Price.  The
Warrant entitles the Buyer to purchase the number of shares of
Common Stock or other securities, including units of securities,
sold in the PIPE Offering equal to the principal amount of the
Note issued pursuant to the Securities Purchase Agreement, divided
by the lower of $1.50 and the PIPE Share Price. The Warrant is
exercisable in cash or, while a registration statement covering
the shares of Common Stock or other securities issuable upon
exercise of the Warrant, or an exemption from registration, is not
available, by way of a "cashless exercise".  The exercise price of
the Warrant is subject to a "ratchet" anti-dilution adjustment for
a period of one year from the issue date of the Warrant.  This
adjustment provides that, in the event that the Company issues
certain securities at a price lower than the then applicable
exercise price, the exercise price of the Warrant shall be
immediately reduced to equal the price at which the Company issued
the securities.

                          About Biozone

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 website
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.

The Company's balance sheet at June 30, 2011, showed $11.1 million
in total assets, $10.7 million in total liabilities, and
stockholders' equity of $366,000.


BLUEKNIGHT ENERGY: Files Supplement to Rights Offering
------------------------------------------------------
Blueknight Energy Partners, L.P., filed a prospectus supplement in
connection with the Partnership's rights offering with the
Securities Exchange Commission.  Additional exhibits are filed in
connection with the Rights Offering under the Partnership's
Registration Statement on Form S-3 previously filed with the SEC.

A full-text copy of the Subscription Agent Agreement with American
Stock Transfer & Trust Company, LLC, is available at no charge at:

                        http://is.gd/qHeXt1

A full-text copy of the Transferable Subscription Rights
Certificate is available for free at http://is.gd/HcPgGu

A full-text copy of the Certificate Evidencing Series A Preferred
Units is available for free at http://is.gd/AAEuTm

                      About Blueknight Energy

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

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

The Company's balance sheet at June 30, 2011, showed
$327.44 million in total assets, $372.97 million in total
liabilities, and a $45.52 million total partners' deficit.


BPP TEXAS: Court Approves New Chapter 11 Plan After Creditor Deal
-----------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that a Texas
bankruptcy court approved BPP LLC's second reorganization plan on
Wednesday after the Company reached a consensus with Citizens Bank
of Pennsylvania, which had objected to the first Chapter 11 plan.

"Although we were confident in our legal position, we reached a
resolution acceptable to both sides that we think produced an
excellent result for our clients," Joseph Wielebinski of Munsch
Hardt Kopf & Harr PC, one of BPP's attorneys, told Law360 on
Wednesday.

As reported in the Troubled Company Reporter on Aug. 4, 2011,
Citizens Bank of Pennsylvania, a creditor of BPP Texas, LLC, et
al., asked the bankruptcy court deny confirmation of the
Debtors' Second Amended Joint Consolidated Plan Of Reorganization
dated June 14.

In a document filed July 19, Citizens Bank told the Court that the
Debtors fail to carry their burden of proving that the Plan meets
all the requirements of Section 1129 of title 11 of the U.S. Code
(as amended).  The Plan, according to the creditor, fails to meet
the Code's requirements, among other things:

   1. The Plan violates the absolute priority rule and is
   otherwise not "fair and equitable."

   2. If the Debtors do have assets of a value sufficient to now
   distribute to Citizens about $70.8 million on the Effective
   Date (and another $2,000,000 or so to distribute on the
   Effective Date to the other holders of claims and
   administrative expenses), Citizens is entitled to pendency
   interest and its reasonable fees, costs and other charges, here
   totaling more than $5.0 million.  The Plan fails to provide
   for that sum in any way.

   3. Even if, by some calculation, the Debtors' delivery to
   Citizens on the Effective Date of a new cram-down note secured
   by assets worth at most  $55 million is deemed to constitute
   the delivery of $70.8 million of value on the Effective Date,
   the interest rate paid on the deferred payments called for by
   that note does not fairly compensate Citizens for the time
   value of money plus the risk of default.

   4. The Debtors admittedly need to generate about $74 million of
   sales proceeds to make the required Plan payments, but allow
   their insiders to buy the Properties (together, or one by one)
   for release prices equal to a fraction of that.

   5. The Plan discriminates against Citizens' deficiency claim.

   6. The Plan fails to make clear whether the many other
   customary covenants and other provisions that protect
   Citizens's credit and collateral will be retained, stripped
   away or somehow modified. The Plan is therefore not fair and
   equitable in this additional respect.

                          About BPP Texas

Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP
Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota,
LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in
Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin.

BPP Texas and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21,
2010.  Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at
Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' bankruptcy
counsel.  In its schedules, BPP Texas disclosed $3,731,144 in
assets and $65,892,831 in liabilities as of the petition date.

Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota,
and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions.
BPP Wisconsin estimated its assets at $10 million to $50 million
and debts at $50 million to $100 million.


BROADSTRIPE LLC: Sets Oct. 20 for Sale Under Plan
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Broadstripe LLC scheduled an Oct. 20 auction where
the business will be offered for sale to test if a $95 million bid
from a consortium of buyers is the best price to underlay a
liquidating Chapter 11 plan.

Mr. Rochelle relates that the disclosure statement explaining the
plan, as revised, comes to the bankruptcy court in Delaware for
approval at an Oct. 26 hearing.  The sale will be completed as
part of the process of implementing a confirmed plan.

According to Mr. Rochelle, one of the buyers is WaveDivision
Holdings LLC. The first-lien secured lenders have consented to the
sale even though it pays less than half their debt and financing
for the Chapter 11 case, a court filing says.

The bankruptcy court in December approved a settlement with first-
and second-lien lenders. The settlement is to be implemented in
the plan.

The first-lien debt is $181 million while second-lien debt now
owed to Highland Capital Management LP is $91.9 million.  There is
another $10.3 million of second-lien debt owed to other creditors.
Highland is to receive nothing on its portion of the second-lien
debt. General unsecured claims amount to about $54.4 million.
Should Highland choose, the settlement allows it to use its
secured debt to bid at the auction.

                       About Broadstripe LLC

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/ --provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-10006)
on Jan. 2, 2009.  Attorneys at Ashby & Geddes, and Gardere Wynne
Sewell LLP represent the Debtors in their restructuring efforts.
The Debtors tapped FTI Consulting Inc. as their restructuring
consultant, and Epiq Bankruptcy Consultants LLC as their claims
agent.  In its petition, Broadstripe estimated assets and debts
between $100 million and $500 million.

An Official Committee of Unsecured Creditors has been appointed in
the case.

Broadstripe has been in Chapter 11 more than 18 months thus any
creditor can file a plan.


BROWNSTONE LOFTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Brownstone Lofts, LLC
        911 N. Amphlett Boulevard
        San Mateo, CA 94401

Bankruptcy Case No.: 11-33495

Chapter 11 Petition Date: September 26, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Gregory A. Rougeau, Esq.
                  LAW OFFICES OF MANASIAN AND ROUGEAU
                  400 Montgomery Street, #1000
                  San Francisco, CA 94104
                  Tel: (415) 291-8425
                  E-mail: rougeau@mrlawsf.com

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

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

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

The petition was signed by Monica Hujazi, managing member.


CFRI/GREENLAW DYER: Has Until Nov. 18 to Propose Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended CFRI/Greenlaw Dyer Road, L.L.C.'s exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until Nov. 18, 2011, and Jan. 20, 2012, respectively.

The Court also ordered that by Nov. 18, the Debtor will serve
notice to prepetition creditors advising of the bar date.  The
date by which prepetition creditors will file claims against the
estate will be 60 days after the date Debtor's counsel serves
notice to creditors advising of the bar date.

                About CFRI/Greenlaw Dyer Road, LLC

Santa Ana, California-based CFRI/Greenlaw Dyer Road, LLC, is a
Delaware limited liability company that was formed on June 25,
2007.  Its principal asset is a commercial building located at
2001 East Dyer Road, Santa Ana, CA 92705, which consists of
approximately 366,471 square feet of industrial space, including
office and data center uses, located on 19.1 acres of land.

CFRI/Greenlaw filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 10-19345) on July 8, 2010.  Howard J.
Weg, Esq., David B. Shemano, Esq., and Lorie Ball, Esq., at
Peitzman, Weg & Kempinsky LLP, in Los Angeles, serve as the
Debtor's bankruptcy counsel.  The Debtor disclosed $30,101,904 in
total assets and $33,610,022 in total liabilities.


CHINA RENEWABLE: Shareholders OK Increase of Board Members to 7
---------------------------------------------------------------
The shareholders of China Renewable Energy Holdings, Inc.,
approved the expansion of the Board of Directors from four members
to seven members pursuant to Article II, Section 2 of the
Company's Bylaws.  As a result, the Board, pursuant to Article II,
Section 3 of the Company's Bylaws, authorized, effective as of
Sept. 26, 2011, the appointment of Don Mitchell, George Livingston
and Geoff Hampson as directors to fill the vacancies created by
the increase in the size of the Board.  At this time, neither of
Messrs. Mitchell, Livingston nor Hampson have been appointed to
any committee of the Board.

Mr. Mitchell will not receive any remuneration for serving on the
Board.  Mr. Mitchell is eligible to participate in the Company's
2007 Stock Option and Stock Award Plan and may receive equity
awards in the future.

Mr. Livingston will not receive any remuneration for serving on
the Board.  Mr. Livingston is eligible to participate in the
Company's 2007 Stock Option and Stock Aware Plan and may receive
equity awards in the future.

Mr. Hampson will not receive any remuneration for serving on the
Board.  Mr. Hampson is eligible to participate in the Company's
2007 Stock Option and Stock Award Plan and may receive equity
awards in the future

There have been no transactions since the beginning of the
Company's last fiscal year, or any currently proposed transaction,
or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $120,000 and
in which Messrs. Mitchell, Livingston and Hampson had or will have
a direct or indirect material interest.  There are no family
relationships between Messrs. Mitchell, Livingston and Hampson and
any other officer or director of the Company.  As of Sept. 27,
2011, Messrs. Mitchell, Livingston and Hampson are considered to
be independent directors as defined by NASDAQ rules.  There are no
arrangements or understandings between Messrs. Mitchell,
Livingston and Hampson and any other person, pursuant to which
Messrs. Mitchell, Livingston and Hampson were selected as
directors.

On Sept. 26, 2011, the Company filed an Articles of Amendment
to the Articles of Incorporation of the Company to change the
Company's name to "Green Global Investments, Inc."

                        About China Renewable

Based in Wanchai, Hong Kong, China Renewable Energy Holdings,
Inc., was incorporated under the laws of the State of Florida on
Dec. 17, 1999.  The Company was originally organized to provide
business services and financing to emerging growth entities, and
later redirected its business focus to market and to distribute
energy-efficient products in China.

De Leon & Company, P.A., in Pembroke Pines, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations, net capital deficiencies, and negative
cash flows from operations.

The Company's balance sheet at June 30, 2011, showed $954,496 in
total assets, $1.43 million in total liabilities and a
$474,600 total stockholders' deficit.


CMP SUSQUEHANNA: S&P Removes 'B' Corporate From CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services removed the 'B' corporate
credit rating on Atlanta-based CMP Susquehanna Radio Holding Corp.
from CreditWatch, and withdrew all ratings, including its recovery
ratings on the company's debt issues. "We withdrew the ratings
after the company repaid its rated debt," S&P said.


COMMUNITY TOWERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Community Towers I, LLC
        111 W. Saint John Street, Suite 705
        San Jose, CA 95113

Bankruptcy Case No.: 11-58944

Affiliates that simultaneously filed for Chapter 11 protection:

        Entity                        Case No.
        ------                        --------
Community Towers II, LLC              11-58945
Community Towers III, LLC             11-58948
Community Towers IV, LLC              11-58949

Chapter 11 Petition Date: September 26, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtors' Counsel: John Walshe Murray, Esq.
                  LAW OFFICES OF MURRAY AND MURRAY
                  19400 Stevens Creek Boulevard, #200
                  Cupertino, CA 95014-2548
                  Tel: (650) 852-9000
                  E-mail: jwmurray@murraylaw.com

Community Towers I's
Estimated Assets: $10,000,001 to $50,000,000

Community Towers I's
Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by John Feece, president.

Community Towers I's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Dependency Advocacy Center         Deposit/Prepaid Rent    $68,309
111 W. Saint John Street, Suite 333
San Jose, CA 95113

Talesun Solar USA Ltd              Deposit/Prepaid Rent    $65,468
111 W. Saint John Street, Suite 900
San Jose, CA 95113

Child Development, Inc.            Deposit                 $28,150
4340 Stevens Creek Boulevard, Suite 260
San Jose, CA 95129

Law Offices of Eric Mogensen       Trade                   $25,747

James Jeffrey and Sons Painting    Trade                   $21,950

Manriquez Construction, Inc.       Trade                   $20,488

ACFN Franchised, Inc.              Deposit                 $18,000

VirtualPBX.com                     Deposit                 $16,509

RBF Consulting                     Deposit/Prepaid Rent    $15,596

SunWize Technologies, Inc.         Deposit                 $14,781

Keiro Technologies, Inc.           Deposit                 $13,549

Lautze and Lautze                  Deposit                 $13,214

Law Offices of BJ Fadem            Deposit                  $9,749

Opportunity Fund                   Deposit                  $9,415

Habitec                            Deposit                  $9,002

Havey Crumb                        Deposit/Prepaid Rent     $8,713

Rockwell Automation                Prepaid Rent             $8,347

Exit Certified                     Deposit                  $7,941

Anatomage, Inc.                    Deposit                  $7,264

Ryzen Solutions                    Deposit                  $6,647


CRYOPORT INC: Stockholders Approve 2011 Stock Incentive Plan
------------------------------------------------------------
At the 2011 Annual Meeting of Stockholders of CryoPort, Inc., the
Company's stockholders adopted and approved the CryoPort, Inc.,
2011 Stock Incentive Plan, which previously had been approved by
the Compensation Committee of the Company's Board of Directors on
July 19, 2011, subject to stockholder approval.  The 2011
Incentive Plan provides for the grant of incentive stock options,
nonqualified stock options and stock grant awards to employees,
officers, non-employee directors and consultants of the Company.
The Company's Compensation Committee has the authority to
determine the type of Award as well as the amount, terms and
conditions of each Award under the 2011 Incentive Plan, subject to
the limitations and other provisions of the 2011 Incentive Plan.

A total of 2,300,000 shares of the Company's common stock are
authorized for the granting of Awards under the 2011 Incentive
Plan.  The number of shares available for Awards, as well as the
terms of outstanding Awards, is subject to adjustment as provided
in the 2011 Incentive Plan for stock splits, stock dividends,
recapitalizations and other similar events.

Awards may be granted under the 2011 Incentive Plan until
Sept. 21, 2021, or until all shares available for Awards under the
2011 Incentive Plan have been purchased or acquired unless the
stockholders of the Company vote to approve an extension of the
2011 Incentive Plan prior to such expiration date.

                        About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

The Company's balance sheet at June 30, 2011, showed $8.68 million
in total assets, $4.59 million in total liabilities, and
$4.08 million in total stockholders' equity.

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's fiscal 2009 results.  The firm noted that the
Company has incurred recurring losses and negative cash flows from
operations since inception.


CUMULUS MEDIA: S. Schwarzman Owns 2.8% of Class A Common Shares
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Stephen A. Schwarzman and his affiliates
disclosed that they beneficially own 3,315,238 shares of Class A
common stock of Cumulus Media Inc. representing 2.8% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/d0NjcH

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

The Company's balance sheet at June 30, 2011, showed
$367.20 million in total assets, $689.67 million in total
liabilities, and a $322.47 million total stockholders' deficit.

                          *     *     *

Standard & Poor's Ratings Services said April it raised its
corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B'
from 'B-'.  "The rating remains on CreditWatch, where we placed it
with positive implications Feb. 18, 2011," S&P stated.

Moody's Investors Service in April upgraded Cumulus Media's
Corporate Family Rating to 'B1' from 'Caa1' due to the company's
pending acquisition of CMP Susquehanna Corp. in the second quarter
of 2011 followed by the announced $2.4 billion acquisition of
Citadel Broadcasting Corporation later this year.


CUMULUS MEDIA: S&P Affirms 'B' Corporate Credit Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit ratings on Cumulus Media Inc. and subsidiary Cumulus Media
Holdings Inc. "We analyze Cumulus Media Holdings on a consolidated
basis with Cumulus Media," S&P said.

"At the same time, we assigned a 'BB-' issue-level rating to
Cumulus' $1.625 billion first-lien credit facilities, with a
recovery rating of '1', indicating our expectation of very high
(90% to 100%) recovery for lenders in the event of a payment
default. The facilities consist of a $1.325 billion first-lien
term loan B due 2018 and a $300 million revolver due 2016. We
assigned a 'CCC+' issue-level rating to Cumulus' $790 million
second-lien term loan, with a recovery rating of '6', indicating
our expectation of negligible (0% to 10%) recovery for lenders in
the event of a payment default," S&P said.

"We affirmed all existing ratings and removed them from
CreditWatch, where they were placed with positive implications on
Feb. 18, 2011. The outlook is positive," S&P said.

"The ratings reflect continued economic weakness and higher post
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."

"The combination will create a new company with pro forma revenues
(assuming no major divestitures) of roughly $1.2 billion as of
June 30, 2011, which we believe is moderately less than revenues
of the second-largest U.S. radio broadcaster, CBS Corp. Our
assessment of Cumulus' business risk profile as weak stems from
the industry's exposure to competition from alternative media,
risks to ad rate integrity, and obstacles to significant growth in
digital contribution, which currently only accounts for 4% of
total industry revenue. The consolidated company's good geographic
diversity and competitive position in midsize and large markets,
as well as its high EBITDA margin, do not offset these risks," S&P
noted.

"Under our base case scenario, we expect revenue could be flat to
down in the low-single-digit area over the next 12 months,
depending on the state of the economy. However, we expect EBITDA
could increase at a low-double-digit percent rate over the coming
year as the combined company begins to realize synergies. As a
result, we expect the EBITDA margin to expand by up to 500 basis
points, to the high-20% to low-30% area, better than most peers.
Longer term, we see further risks to radio advertising from
tradition and nontraditional media, which could put downward
pressure on ad rates and margins," S&P stated.

"The rating outlook is positive, reflecting Cumulus' adequate
liquidity, despite risks surrounding longer-term secular trends in
radio. We expect Cumulus will reduce and then maintain adjusted
debt leverage in the high-6x area over the next couple of years,"
S&P added.


DARLING INT'L: Moody's Raises CFR to 'Ba2'; Outlook Positive
------------------------------------------------------------
Moody's Investors Service upgraded Darling International Inc.'s
Corporate Family and Probability of Default ratings to Ba2,
upgraded the senior secured bank credit facilities to Ba1 from
Ba2; the senior unsecured notes to Ba3 from B2, and assigned a
positive rating outlook. This action was based on the significant
improvement in the company's debt capital structure, and the
attractive operating environment for most of Darling's products.
The upgrade also reflects Moody's recognition that the relatively
smooth integration of the Griffin Industries acquisition has led
to a stronger market position for the company and good
efficiencies. The positive outlook reflects Moody's view regarding
the likely sustainability of Darling's improved credit metrics,
including modest debt-to-EBITDA leverage, which should permit the
company to absorb small debt financed acquisitions in the future
and/or volatility in the company's core business. In addition,
Moody's affirmed Darling's SGL-1 Speculative Grade Liquidity
rating acknowledging the company's very good liquidity.

Ratings Upgraded:

Darling International Inc.

Corporate Family rating to Ba2 from Ba3

Probability of Default rating to Ba2 from Ba3

$415 million revolving credit facility expiring 2015 to Ba1 (LGD
2, 29%) from Ba2;

$60 million senior secured term loan B due 2016 to Ba1 (LGD 2,
29%) from Ba2;

$250 million senior unsecured notes due 2018 to Ba3 (LGD 5, 80%)
from B2;

Rating Affirmed:

SGL-1 Speculative Grade Liquidity Rating

The outlook is positive.

RATINGS RATIONALE

The Ba2 Corporate Family Rating reflects Darling's attractive
profitability and cash flow operating performance despite
volatility from commodity prices and fluctuations in raw
materials; significant scale in rendering and recycling for the
food industry, and its critical role in the waste handling
process. End products are in mostly mature markets (pet food,
animal feed, and fertilizer) thus only modest growth is expected.
Opportunities for growth will be greater in bio-fuels, a small
portion of Darling's revenues but an area of new capital
investment. The acquisition of Griffin Industries about doubled
Darling's revenues and EBITDA and improved the company's scale and
raw material diversification. Synergies include better route
efficiency and some higher margin products. The integration is
nearly complete and has resulted in better than expected margin
improvement. In addition, the company's use of equity proceeds to
repay debt has meaningfully improved debt-to EBITDA leverage
(about 1.5 times as of June 30, 2011 and per Moody's adjustments)
and reflects a more conservative financial policy than considered
at the time of the debt financed acquisition of Griffin in
December 2010.

The Ba2 rating also incorporates risks associated with the
extraordinary volatility in related commodities, changes in raw
material volumes, as well as the price of finished products.
Notably, flexible pricing mechanisms offset some of the company's
commodity exposure (over 50% of the company's raw material volumes
are subject to fixed margin contracts). However, Darling's
business can be adversely impacted by several factors outside its
control including animal disease, weather, regulation, and trade
disputes. Importantly, Moody's anticipates a conservative
financial policy from the company, including modest leverage,
albeit as the company positions itself for future acquisition
opportunities and investments.

Moody's could upgrade Darling's Corporate Family rating if the
company establishes a track record of operating with its current
relatively strong credit profile. Moody's anticipates modest
acquisitions and the potential for some dividend or share
repurchases given the company's capacity for significant free cash
flow relative to its total debt.

Darling's ratings could be lowered if changes in the commodity
markets challenge Darling's cash flow stability or liquidity.
Moody's could also review the ratings for downgrade if dividends
or a large acquisition lead to credit metrics with debt-to-EBITDA
leverage approaching 3 times.

Darling's SGL-1 Speculative Grade Liquidity rating reflects the
company's sizable cash balance, anticipated positive free cash
over the next 12 months, availability under its revolving credit
facility, and the absence of covenant pressure.

The principal methodology used in rating Darling International,
Inc. was the Global Food - Protein and Agriculture Industry
Methodology, published September 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA, published June 2009.

Darling International, Inc. is a leading provider of rendering,
recycling and recovery solutions to the US food industry. Finished
products, sold to producers of livestock, feed, oleo-chemicals,
bio-fuels, soaps and pet foods, include meat and bone meal,
bleachable fancy tallow, cookie meal, and yellow grease. Pro forma
revenues for the combined company for the twelve months ended June
30, 2011 were $1.3 billion. The company is listed on the NYSE,
symbol DAR.


DEL MONTE: S&P Lowers Corp. Credit Rating to 'B'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Francisco-based Del Monte Corp. to 'B' from 'B+'. At
the same time, Standard & Poor's lowered the issue-level rating on
Del Monte's senior secured term loan B to 'B' from 'B+'. "The
recovery rating remains '3', which indicates our expectation of
meaningful (50% to 70%) recovery for debtholders in the event
of payment default. We also lowered the issue-level rating on Del
Monte's senior unsecured notes to 'CCC+' from 'B-'. The recovery
rating remains '6', which indicates our expectation of negligible
(0% to 10%) recovery for debtholders in the event of payment
default. The outlook is stable. As of July 31, 2011, Del Monte had
about $4 billion of debt outstanding," S&P stated.

"The downgrade reflects weaker-than-expected financial results in
Del Monte's first fiscal quarter, ended July 31, 2011," said
Standard & Poor's credit analyst Alison Sullivan. "We believe
near-term improvement is limited by input cost inflation,
competitive promotional activity, and weak consumer sentiment."

"In the first fiscal quarter, Standard & Poor's estimates adjusted
EBITDA (excluding LBO-related costs) declined about 33% from lower
sales, higher costs, and a time lag to implement price increases.
As a result, we estimate credit measures remain weak, with about
7x leverage and an 8% ratio of funds from operations (FFO) to
total debt for the 12 months ended July 31, 2011. We believe the
company will not meet our prior expectations for fiscal year-end
2012, including reducing leverage to 6x or below," S&P said.

"Our rating outlook on Del Monte is stable, and we expect credit
measures will remain near current levels for the remainder of the
fiscal year. Although unlikely in the near term, we could consider
an upgrade if leverage improves to 6x or below and financial
policies are consistent with a higher rating. We estimate this
could occur in a scenario of low-single-digit sales growth, a
100 basis point EBITDA margin expansion relative to the 12 months
ending July 31, 2011, and if adjusted debt is reduced by 10%. We
could consider a downgrade if the company's financial policies
become more aggressive, leverage increases to near 8.5x, and/or if
liquidity becomes constrained," S&P added.


DYNEGY INC: Hit With Another Bondholder Suit Over Restructuring
---------------------------------------------------------------
Daily Bankruptcy Review reports that bondholders have filed a
second legal challenge to Dynegy Inc.'s restructuring, accusing
big shareholder Carl Icahn of engineering deals that took
"hundreds of millions of dollars" out of their pockets and putting
it into the pockets of shareholders.

                         About Dynegy Inc.

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

                           Failed Sale

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Carl Icahn and investment fund Seneca's
efforts, shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.

                        Bankruptcy Warning

Dynegy warned shareholders in March it might be forced into
bankruptcy if it is unable to renegotiate the terms of its
existing debt.

The Company's balance sheet at March 31, 2011, showed $9.82
billion in total assets, $7.15 billion in total liabilities and
$2.67 billion in total stockholders' equity.

Ernst & Young LLP, in Houston, said Dynegy projects that it is
likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

                           *     *     *

In July 2011, Moody's downgraded Dynegy Holdings' probability of
default rating to 'Ca' from 'Caa3'.  "The downgrade of DHI's PDR
and senior unsecured notes to Ca reflects the increased likelihood
of a distressed debt exchange transaction occurring within the
next several months following announcement of a corporate
reorganization that seeks to modify asset ownership within DHI
through the formation of several wholly-owned subsidiaries", said
A.J. Sabatelle, Senior Vice President of Moody's. "Separate
financing arrangements being established at these subsidiaries
will have annual limits placed on the amount of cash flow that can
be paid to their indirect parent, which Moody's believes raises
default prospects for DHI's senior unsecured notes and the
company's lease", added Mr. Sabatelle.


EASTMAN KODAK: Moody's Lowers CFR to 'Caa2'; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service lowered all ratings of Eastman Kodak
Company, including: the corporate family and probability of
default to Caa2 from Caa1, the senior unsecured to Caa3 from Caa2,
the senior secured to B3 from B1 and the Speculative Grade
Liquidity rating to SGL-3 frm SGL-2. The outlook remains negative.

The rating downgrade reflects Moody's expectations that "ongoing
weakness in the company's core business operations in addition to
a softening demand environment will pressure operating performance
and liquidity over the foreseeable future," said Moody's senior
vice president, Richard Lane. Kodak's decision on September 23,
2011 to draw down $160 million from its $400 million secured
revolving credit facility signals weaker cash flow prospects, as
the draw was just prior to what is usually Kodak's strongest cash
flow quarter (the 4th quarter).

Although Kodak had $957 million of cash balances at June 30, 2011
and no material debt maturities until November 2013, "we
anticipate that Kodak will consume cash over the next year, thus
weakening its liquidity profile," said Lane.

RATINGS RATIONALE

The Caa2 corporate family rating reflects the company's weak
financial performance and the challenges Kodak faces in achieving
sustained profitability and positive cash flow over the
intermediate term. There is intense competitive pressures in its
broad digital portfolio and secular decline in its traditional
film business. Moody's expects that Kodak will continue to operate
at a loss over the intermediate term.

The negative outlook reflects the likely weakening in Kodak's
liquidity position over the intermediate term. Kodak continues to
rely on intellectual property (IP) licensing income to fund the
company's transformation from legacy, analog technology products
to a digital portfolio. The timing or amount, if any, of cash
received from IP licensing negotiations, litigation (notably with
Apple and Research in Motion), or outright sales (the company is
currently looking to sell 10% of its digital patent portfolio) is
speculative to predict or quantify.

Absent material IP licensing income and the successful execution
of non-strategic assets sales "we believe Kodak could see its cash
balance decline to below $700 million during 2012", said Lane
(management estimated asset sales to approximate $300 million to
$400 million for the 2011). Moody's has previously noted that the
company's rating could come under pressure if its businesses were
to deteriorate such that loses would be expected on a sustained
basis or if quarterly cash balances are expected to fall below
$800 million over the next year.

Rating lowered include:

Corporate family rating to Caa2 from Caa1;

Probability of default to Caa2 from Caa1;

$500 million Senior Secured Notes due 2018, to B3 from B1; LGD2,
27%;

$2500 million Senior Secured Notes due 2019, to B3 from B1; LGD2,
27%;

$3 million Senior Unsecured Notes due 2018, to Caa3 from Caa2;
LGD5, 73%;

$10 million Senior Unsecured Notes due 2021, to Caa3 from Caa2;
LGD5, 73%;

$250 million Senior Unsecured Global Notes due 2013, to Caa3 from
Caa2; LGD5, 73%;

Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

Eastman Kodak Company, headquartered in Rochester, N.Y., provides
imaging technology products and services to the photographic,
graphic arts commercial printing, consumer digital, and
entertainment imaging market. Kodak reported $6.6 billion in
revenue for the twelve months ended June 2011.


EASTMAN KODAK: Fitch Downgrades Issuer Default Rating to 'CC'
------------------------------------------------------------
Fitch Ratings has downgraded Eastman Kodak Company's ratings as
follows:

  -- Issuer Default Rating (IDR) to 'CC' from 'CCC';
  -- Senior secured revolving credit facility (RCF) to 'B/RR1'
     from 'B+/RR1';
  -- Senior secured second priority debt to 'B-/RR1' from
     'B+/RR1';
  -- Senior unsecured debt to 'C/RR5' from 'CC/RR5'.

The Rating Outlook is Negative.  Fitch's actions affect
approximately $1.5 billion in total debt.

The rating downgrades and Negative Outlook reflect the company's
recent draw on its credit facility which likely signifies weaker
than expected cash flow in the second-half of 2011.  Fitch
believes a weak macro-environment, insufficient scale in the
company's key growth initiatives, continued secular decline in
traditional film and moderating, but still elevated component
costs, will adversely affect the company's seasonally strong
second-half, resulting in cash flows below historical levels.  A
'CC' rating signifies that default of some kind appears probable.

Fitch believes potential proceeds from the sale of a portion of
the company's patent portfolio in the absence of an improvement in
free cash flow will not materially improve the company's credit
profile.  Fitch believes that Kodak has existing licensing
agreements with the majority of leading mobile handset makers
other than the pending lawsuits against Apple Inc. and Research in
Motion Limited.  This reduces the number of potential licensees
and related intellectual property (IP) income derived from these
patents in the future.  Furthermore, Fitch believes Kodak has
limited liquidity to withstand continued extensions of these IP
lawsuits due to its material annual free cash flow usage, which
gives potential buyers greater leverage in negotiating the value
of the IP.

The Recovery Ratings (RR) reflect Fitch's belief that Kodak's
enterprise value would be maximized in liquidation, rather than a
going-concern scenario.  In estimating a liquidation value, Fitch
applies advance rates of 80%, 20%, and 10% to Kodak's accounts
receivables, inventories, and property, plant, and equipment
balances, respectively.  As is standard with Fitch's recovery
analysis, the revolving credit facility is assumed to be fully
drawn (up to its borrowing base) and cash balances fully depleted
to reflect a stress event.  Fitch arrives at an adjusted
reorganization value of $1.4 billion after subtracting
administrative claims.  Based upon these assumptions, the 'RR1'
for Kodak's secured bank facility and senior secured second-lien
debt reflects Fitch's belief that 100% recovery is realistic.

Fitch has lowered the ratings of the senior secured second-lien
notes by one notch to further differentiate the second lien
security package from the first lien secured credit facility.  As
a result of Kodak's guarantee of $830 million of aggregate
payments remaining to its United Kingdom defined benefit pension
fund through 2022, Fitch includes this liability in the total
senior unsecured claims.  Therefore, Fitch estimates that the
senior unsecured claims would recover approximately 18% in the
event of default, supporting the 'RR5' (11% - 30% recovery) for
the senior unsecured debt.

Total debt was approximately $1.5 billion as of June 30, 2011,
consisting principally of:

  -- $250 million of senior notes due 2013;
  -- $400 million of senior unsecured convertible notes due 2017;
  -- $500 million of senior secured second-lien notes due 2018;
  -- $250 million of senior secured second-lien notes due 2019;
  -- Approximately $150 million of various term notes with
     maturities from 2010 - 2013.


ELITE PHARMACEUTICALS: Launches Lodrane D Allergy Product
---------------------------------------------------------
Elite Pharmaceutical, Inc.'s and ECR Pharmaceuticals, a wholly
owned subsidiary of Hi-Tech Pharmacal (Hi-Tech) announced the
launch of Lodrane D.  Lodrane D is an immediate release
formulation of brompheniramine maleate and pseudoephedrine HCl, an
effective, low-sedating antihistamine combined with a
decongestant.

Lodrane D will be promoted and distributed in the US by ECR, Hi
Tech's branded division.  The product will be available over-the
counter but will also have physician promotion.  Lodrane D is one
of the only adult brompheniramine containing products available to
the consumer.

Elite will manufacture the product for ECR and will receive
revenues for the manufacturing, packaging, and laboratory
stability study services for this product, as well as royalties on
sales.  The current U.S. allergy market exceeds $3.5 billion.

"ECR and Elite have continued to work diligently to provide a
Lodrane product to US consumers.  With this launch, we have
accomplished this and look forward, in conjunction with our
partner ECR, to rebuilding this important allergy-relief
franchise," said Jerry Treppel, Chairman and CEO at Elite.  "We
also look to continue to build and leverage Elite's technologies
through our product pipeline, partnerships and ventures as we
continue to systematically meet the milestones we have set for
ourselves."

                    About Elite Pharmaceuticals

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

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

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

The Company's balance sheet at June 30, 2011, showed
$11.49 million in total assets, $50.33 million in total
liabilities, and a $38.84 million total stockholders' deficit.


ENER1 INC: Appoints C. Cowger as New Chief Executive Officer
------------------------------------------------------------
The Board of Directors of Ener1, Inc., on Sept. 26, 2011,
terminated Charles Gassenheimer's employment as Chief Executive
Officer and Chairman of Ener1, Inc., effective immediately.  Under
Mr. Gassenheimer's Employment Agreement with the Company dated as
of June 22, 2010, he is obligated to offer to resign from the
Board within thirty days of Sept. 27, 2011.

In addition, on Sept. 26, 2011, the Board appointed Thomas J.
Snyder as non-executive Chairman of the Board, effective
immediately.  Mr. Snyder has served as a director of Ener1 since
July 2007.

On Sept. 26, 2011, the Board appointed Christopher L. Cowger as
Chief Executive Officer of Ener1, effective immediately.  The
Board concluded that a change in leadership would enhance the
Company's ability to execute its business and financial plans in
the current economic environment.  The Board believes that the
Company's newly appointed Chief Executive Officer is in the best
possible position to do so.

Mr. Cowger, age 40, has served as President of the Company and
Chief Executive Officer of EnerDel, Inc., a subsidiary of the
Company, since March 2011.  From January 2009 until joining the
Company, Mr. Cowger served as Corporate Vice President and General
Manager, Americas Mega-Region with Advanced Micro Devices.  At
AMD, Mr. Cowger was responsible for AMD's $2 billion business and
oversaw the executive management in numerous areas, including
Consumer Relations, Components, Public Sales and Marketing, Field
Engineering and Business Management across North, Central and
South America.  Prior to working at AMD, Mr. Cowger worked at
Dell, Inc., for over ten years.  From June 2008 through December
2008, Mr. Cowger served as Vice President and General Manager of
the Global Consumer Software and Peripherals Division of Dell,
where Mr. Cowger oversaw Dell's $1 billion Software and Peripheral
Business within Dell's Global Consumer Group.  From March 2007
through December 2008, Mr. Cowger was Vice President of Planning
and Operations for Dell's Global Consumer Group, where he was
responsible for all pricing, short and long term financial
forecasting/planning, demand/supply management, new product
introduction, divisional infrastructure and investment planning.
From February 2006 through March 2007, Mr. Cowger was Vice
President of the Americas Transactional Marketing division of
Dell, where he was responsible for all pricing, forecasting,
demand/supply management and product line management for the
Dimension/XPS desktop and Inspiron/XPS notebook lines of business
in the Americas region.  From October 2004 through February 2006,
Mr. Cowger was General Manager of the Consumer Division for Dell's
Japanese business.  Mr. Cowger holds a Bachelor of Science degree
in Electrical Engineering from Duke University and a Master of
Business Administration and Master of Science in Electrical
Engineering from Massachusetts Institute of Technology.

Mr. Cowger will continue to serve as Chief Executive Officer of
EnerDel, Inc.

There are no family relationships between Mr. Cowger and any
director or executive officer of the Company.

As of Sept. 27, 2011, no new compensatory arrangements have been
entered into with Mr. Cowger in connection with his appointment as
Chief Executive Officer of the Company.

On Sept. 26, 2011, the Board voted to increase the number of
directors of the Board from nine to ten and to fill the vacancy
created by such increase by appointing Mr. Cowger as a director.

As of Sept. 27, 2011, any committees of the Board to which
Mr. Cowger will be named are not known.

                            About Ener1

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

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

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

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


ENTELOS INC: Simulations Bid for All Assets Not Selected
--------------------------------------------------------
Simulations Plus, Inc. that its bid to purchase substantially all
of the assets of Entelos, Inc., in an auction supervised by and in
accordance with certain bidding procedures approved by the United
States Bankruptcy Court for the District of Delaware and pursuant
to the provisions of Section 363 of the U.S. Bankruptcy Code was
not selected as the winning bid.

Walt Woltosz, chairman and chief executive officer of Simulations
Plus, said, "Although we believed we would be able to secure the
bid at a price Simulations Plus could afford, it became clear at
the auction in Delaware on September 21 that we would have had to
far exceed any amount the board of directors had approved as our
maximum bid.  We were not prepared to risk substantially all of
our cash to complete this acquisition."

                      About Simulations Plus

Simulations Plus, Inc. -- http://www.simulations-plus.com/-- is a
premier developer of groundbreaking drug discovery and development
simulation software, which is licensed to and used in the conduct
of drug research by major pharmaceutical and biotechnology
companies worldwide.  Our wholly owned subsidiary, Words+, Inc.,
provides assistive technologies to persons with disabilities,
including the computerized communication system used by world
famous theoretical astrophysicist Professor Stephen Hawking.

                       About Entelos Inc.

Entelos Inc., a developer of software for computer simulation of
clinical trials for new drugs, filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-12329) on July 25, 2011, the same day
the landlord of the head office was going to court in California
seeking eviction.  Timothy P. Reiley, Esq., at Reed Smith LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.  The Debtor
estimated assets of up to $10 million and debts of $10 million to
$50 million.


EVOLUTION ACADEMY: S&P Lowers Rating on Revenue Bonds to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB+'
from 'BBB-' on Texas Public Finance Authority Charter School
Finance Corporation's series 2010A and 2010B education revenue
bonds and series 2010Q taxable education revenue bonds (qualified
school construction bonds, or QSCBs -- direct pay), all issued for
Evolution Academy Charter School. The outlook is stable.

"Bond proceeds were exhausted before the buildout of the new
campus was completed, thus necessitating the use of internal
resources to complete the buildout, resulting in significantly
weakened balance sheet metrics," said Standard & Poor's credit
analyst Robert Dobbins.

The rating reflects S&P's view of the credit risks associated with
Evolution Academy:

    Weak maximum annual debt service coverage of 0.8x as of fiscal
    2010, with further deterioration expected based on unaudited
    fiscal 2011 results;

    Decreasing operational performance resulting from delays in
    opening the new campus and one-time, internally financed
    expenses required to complete the buildout of the new campus;

    High student turnover; and

    The general credit risk of charter revocation or nonrenewal
    associated with all charter schools that are subject to
    charter renewal.

Partially mitigating the preceding credit factors is S&P's view of
Evolution Academy's:

    Good liquidity, with 67 days' cash on hand for fiscal 2010;

    Growing demand, as evidenced by a growing waitlist;

    Successful renewal of the charter for 10 years to July 31,
    2019.

As of Aug. 31, 2011, Evolution Academy had $6.0 million in debt
outstanding.


FALLS AT TOWNE: Lift Stay, Dismissal Deferred to Oct. 31 Hearing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
approved the stipulation with respect to the July 27, 2011 motions
of Broadstone Towne Crossing Property Owner LLC for (i) relief
from the automatic stay and (ii) to dismiss The Falls at Towne
Crossing, LLC's Chapter 11 case.

At the Aug. 17, 2011 hearing concerning the motions, the Lender
and the Debtor agreed to continue the hearing on the motions,
which agreement was read into the record at the hearing.
On Aug. 30, 2011, the parties reduced the agreement to writing
pursuant to this stipulation.

As ordered, the hearing on the motions is continued to Oct. 31,
2011, at 1:30 p.m., which hearing will be an evidentiary hearing.

On or before 5:00 p.m. Central Standard Time on Oct. 17, 2011, the
Debtor will file with the Bankruptcy Court and serve upon counsel
to the Lender a fully executed and complete copy of an agreement
for the sale of the Property, which agreement will include terms
and conditions that are customary for agreements governing the
sale of commercial real property of similar use and type as the
Property.

The Debtor will provide the Lender with a written status report
describing its efforts to sell the Property.  The status report
will include a description of (a) the identity of each potential
third party bidder contacted by the Debtor, its advisors and/or
sales brokers, (b) which bidder(s) are conducting and/or have
completed due diligence concerning the Property, (c) which
bidder(s) have submitted bids for the purchase of the Property and
the amount of such bids, and (d) any material contingencies
included in the bids, including financing and due diligence
contingencies.

If the Debtor does not file the APA on or before the APA Deadline,
the automatic stay governed by Section 362(a) of title 11 of the
Bankruptcy Code will, without further order of this Court, be
lifted at 5:00 p.m. Central Standard Time on the date that is one
day after the filing of an affidavit by counsel to the Lender,
which affidavit will be served contemporaneously upon counsel to
the Debtor, stating that the APA was not filed on or before the
APA Deadline, and the Lender will thereafter be permitted to
exercise all rights and remedies under the Loan Documents and
applicable law with respect to the Debtor and the Collateral.

As adequate protection for the interests of the Lender in the
Collateral, the Lender is permitted to sweep all rents and any
other income generated by the Property in excess of amounts
necessary to pay (a) ordinary operating expenses of the Property
(to the extent the Manager is authorized to pay those expenses
pursuant to the Lockbox Agreement and the Management Agreement) in
accordance with the Lockbox Agreement, plus (b) any statutory fees
payable to the U.S. Trustee pursuant to 28 U.S.C. Section 1930(a
(6), and to hold or apply the rents and any other income in
reduction of all indebtedness, obligations and other amounts owing
by the Debtor from time to time pursuant to the Note and the other
Loan Documents, including, without limitation, regular interest,
default interest, and/or tax and insurance impound amounts (the
"Adequate Protection Payments").  In addition, the Debtor reserves
all rights with respect to the manner in which the Adequate
Protection Payments are applied to the indebtedness.

A copy of the stipulation is available for free at:

Counsel for the Lender may be reached at:

         Steven H. Mayer, Esq.
         OPPENHEIMER WOLFF & DONNELLY LLP
         Plaza VII, Suite 3300
         Minneapolis, MN 55402
         Tel: (612) 607-7411
         Fax: (662) 607-7100
         E-mail: smeyer@oppenheimer.com

              - and -

         Brian W. Harvey, Esq.
         GOODWIN PROCTER LLP
         The New York Times Building
         620 Eighth Avenue
         New York, NY 10018
         Tel: (212) 813-8800
         Fax: (212) 355-3333
         E-mail: bharvey@goodwinprocter.com

               About The Falls at Towne Crossing and
                 Geneva Multi-Family Exchange XIV

Geneva Multi-Family Exchange XIV, LLC, owns the 336-unit Falls at
Towne Crossing apartment project in Mansfield, Texas.  Geneva
Multi-Family Exchange XIV and affiliate The Falls at Towne
Crossing, LLC, c/o Exchange Realty Inc., based in Minneapolis,
Minnesota, filed separate Chapter 11 bankruptcy petitions (Bankr.
D. Minn. Case Nos. 11-44562 and 11-44563) on July 5, 2011.  Judge
Dennis D. O'Brien presides over the case.

Geneva Multi-Family Exchange XIV LLC disclosed $25.5 million in
assets and $24.3 million in debts in its petition.  The Falls at
Towne Crossing estimated assets and debts of $10 million to $50
million.  The petitions were signed by Duane H. Lund, chief
manager.

Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman &
Tansey, at Minneapolis, Minnesota, represents the Debtor as
counsel.

As reported in the TCR on Sept. 14, 2011, the U.S. Bankruptcy
Court for the District of Minnesota dismissed on Aug. 22, 2011,
the Chapter 11 case of Geneva Multi-Family Exchange XIV, LLC.  Any
proof of claim filed in the Debtor's case will be deemed filed in
the case of The Falls at Towne Crossing, LLC, Case No. 11-44563
without further action by the claim holder.


FERTINITRO FINANCE: Fitch Affirms 'CCC' Rating on $250MM Bonds
--------------------------------------------------------------
Fitch Ratings affirms FertiNitro Finance Inc.'s US$250 million
8.29% secured bonds due 2020 at 'CCC'.  The anticipated timely
payment of $44.7 million due Oct. 1 prevents further decline to
the rating.

Removal of the Rating Watch Negative reflects that the Venezuelan
government's expropriation of the project's assets last October
thus far has not interfered with timely debt payment.

Reduced debt burden: Total annual debt service will decline from
$91 million to $35 million in 2012 rising to a high of $50 million
before the bonds mature in 2020.

Revenue Volatility: Both urea and ammonia prices are higher than
2009 and 2010 levels but are lower than highs reached in 2008.
Fitch believes that consistently high operating performance is key
to mitigating the impact of lower-price periods.

Improving but unstable operating performance: The below-budget
capacity factor for the urea plant does not raise an immediate
credit concern for debt payment in 2011.  However, the rating is
constrained by Fitch's concern about the potential for
insufficient cashflow to support debt obligations in the years in
which extended planned outages would occur due to lower capacity
factors.

Continued sovereign and regulatory risks: The project has
demonstrated an ability and willingness to meet debt obligations,
although nationalization of the FertiNitro assets remains a
concern. Requirements to sell fertilizer domestically at a
fraction of global prices have not had an adverse impact to cash
flow due to the low volume of local sales.

What could trigger a rating change

  -- Continued and sustained improvement in plant production
     levels and minimization of forced outages;

  -- Replenishment of the debt service reserve fund to equal six
     months of debt service;

  -- Domestic sales remain an insignificant portion of total
     sales;

  -- Changes to the offtake agreements; and

  -- Any further adverse impacts of government intervention.

Security:

Offshore accounts, project agreements, some real property and some
real shares in FertiNitro.

Credit Update

FertiNitro's reduced debt burden provides needed financial relief
given the project's exposure to volatile fertilizer prices,
operating challenges, and government interventions.

Product Prices: Average annual ammonia and urea prices have varied
substantially since 2006, underscoring the importance of
mitigating this risk with stable operating performance.  Ammonia
prices have ranged from $216/Metric Ton (MT) to $506/MT (averaging
$348/MT) with annual variations ranging from 75% to -57%.  Urea
prices show a similar pattern of volatility ranging from $223/MT
to $416/MT (averaging $306/MT) with annual variations of 49% to
-46%.

Operating Performance: Management has dedicated 2011 to investing
resources to improve plant operating performance, after
substantially reducing capital expenditures in 2010 to support
debt obligations.  FertiNitro reports it has invested in routine
maintenance, overhaul activities, and acquisition of spare parts
to reduce the duration of forced outages.  Favorably, the capacity
factor for the ammonia plant through July remains high at 90%,
higher than the 77% average for the prior three years.  The
capacity factor for the urea plant is below the 79% budget level
at 76%, but slightly higher than the 74% factored into Fitch's
financial analysis.  Fitch will look for progress toward higher
and more stable capacity factors to support stable operations for
both the urea and ammonia plants.

Nationalization: Fitch is concerned that subject to lenders'
approval, long-term offtake contracts, with affiliates of Koch and
Pequiven can be renegotiated or terminated prior to the expiration
date if sponsor ownership interest is reduced to less than the 20%
minimum.  FertiNitro has previously reported no change to the
existing offtake agreements.

FertiNitro, located in the Jose Petrochemical Complex in
Venezuela, ranks as one of the world's largest nitrogen-based
fertilizer plants, with nameplate daily production capacity of 1.2
million MT of ammonia and 1.5 million MT of urea.  Of total
revenues, 80% are derived from urea sales and the remainder from
ammonia.  FertiNitro was structured as 35% owned by a Koch
Industries, Inc. subsidiary, 35% by Pequiven, 20% by a
Snamprogetti S.p. subsidiary, and 10% by a Cerveceria Polar, C.A.
subsidiary.


FIRST MARINER: Amends Securities Purchase Pact with Priam
---------------------------------------------------------
1st Mariner Bancorp entered into an agreement with Priam Capital
Fund I, LP, to amend the terms of their existing Securities
Purchase Agreement dated April 19, 2011.  As part of the
amendment, the parties have agreed to extend the date on which
termination rights become available until Nov. 30, 2011.

The amendment does not change the amount of the investment by
Priam Capital Fund I, LP, which would invest approximately $36.4
million in the Company as part of its Securities Purchase
Agreement with 1st Mariner Bancorp, subject to the Company raising
another $123.6 million from other investors and the satisfaction
of the other conditions contained in such agreement.

Edwin F. Hale, Sr., chairman and chief executive officer, said,
"We are continuing to work with Priam Capital and our advisors to
complete our recapitalization efforts.  Extending our agreement
was a necessary step in that process."

Howard Feinglass, Managing Partner of Priam Capital, said, "We
remain fully committed to the transaction."

                        About First Mariner

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

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

The Company's balance sheet at June 30, 2011, showed $1.16 billion
in total assets, $1.17 billion in total liabilities, and a
$13.42 million total stockholders' deficit.

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

                        Bankruptcy Warning

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

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

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

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


FIRSTPLUS FIN'L: Ch. 11 Trustee Amends Liquidating Plan
-------------------------------------------------------
Matthew D. Orwig, as the Chapter 11 Trustee of FirstPlus Financial
Group, Inc., filed a disclosure statement for the Chapter 11
Trustee's first amended plan of liquidation on Sept. 8, 2011.

On the Effective Date, the liquidating trust assets, expressly
including the litigation and all other causes of action, will be
deemed to have been transferred by the Debtor or the Chapter 11
Trustee to the Liquidating Trust, free and clear of all liens,
claims, and encumbrances, but subject to any obligations imposed
by the Plan.

On or after the Effective Date, the Liquidating Trust will remit
to the respective holders of all remaining and unpaid allowed
administrative expense claims, allowed priority claims, an amount
in cash equal to 100% of the amount of the allowed claim.  On and
after the Effective Date, the Liquidating Trust will make
payments to the holders of all allowed Class 3 and 4 claims in the
time and manner, and to the extent, set forth in the Plan.

After the Effective Date, all remaining allowed administrative
claims (including professional fee claims), and any and all
allowed priority claims against the Debtor that were not paid in
full on the Effective Date will be paid by the Liquidating Trust
pursuant to the terms of the Plan.

The treatment of certain classes of claims under the Liquidating
Plan are:

     A. Administrative Claims and Priority Tax Claims - Each
        holder of an Allowed Administrative Claim and Priority Tax
        Claim will be paid by the Liquidating Trustee in full in
        cash by the later of (i) within 7 days the Effective Date
        or (ii) the date that is 15 days after the date upon which
        the claim becomes an Allowed Administrative Claim.

     B. Class 1 (Priority Non-Tax Claims) - Each holder of an
        Allowed Priority Claim will receive in exchange for and in
        full satisfaction of the Claim: (a) the amount of Allowed
        Priority Claim, in cash, on the latest of (i) 7 days after
        the Effective Date, or (ii) the date that is 15 days after
        the Claim becomes an Allowed Priority Claim; or (b) the
        time as may be agreed upon in writing by the holder of the
        Claim and the Chapter 11 Trustee or the Liquidating
        Trustee.

     C. Class 2 (Secured Claims) - Each holder will receive the
        amount of Allowed Secured Claim, in cash, on the later of
        (i) 7 days after the Effective Date, or (ii) 15 days after
        the Claim becomes an Allowed Secured Claim, but only to
        the extent allowed as a Secured Claim; or all collateral
        securing the allowed secured claim; or other treatment as
        may be agreed upon in writing by the holder of the Claim
        and the Chapter 11 Trustee or the Liquidating Trustee.

     D. Class 3a (Unsecured Claims) - Each holder will receive in
        full satisfaction, settlement, and release of the allowed
        claim, the holder's Pro Rata Share of cash distributed by
        the Liquidating Trust in the time and manner as set forth
        in the Plan and the Liquidating Trust Agreement.

     E. Class 3b (Unsecured Claims of Shareholders) - The Chapter
        11 Trustee is proposing and seeking approval of a
        settlement with certain shareholders, who the Chapter 11
        Trustee believes constitute the majority of these
        claimants.

      F. Class 4 (Subordinated Claims) - The holders of
         subordinated claims will most likely not receive or
         retain any Property.

      H. Class 5 (Equity Interests) - Upon the Effective Date, all
         Equity Interests in the Debtor will be cancelled, voided
         and of no further force or effect whatsoever.  No
         distributions will be made on account of any Equity
         Interest in the Debtor.

A copy of the Disclosure Statement is available for free at:
http://ResearchArchives.com/t/s?770c

                  About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection (Bankr. N.D. Tex. Case
No. 09-33918) on June 23, 2009.  Aaron Michael Kaufman, Esq., and
George H. Tarpley, Esq., at Cox Smith Matthews Incorporated,
serves as counsel.  The Debtor has total assets of $15,503,125 and
total debts of $4,539,063 as of June 30, 2008.  FirstPLUS
Financial Group disclosed $1,264,637 in assets and $10,347,448 in
liabilities as of the Chapter 11 filing.

Matthew D. Orwig is appointed as the Chapter 11 trustee in the
Debtors cases.  The trustee is represented by Peter A. Franklin,
Esq., and Erin K. Lovall, Esq., at Franklin Skierski Lovall
Hayward LLP.

                          *     *     *

The Trustee notified the Court that Peter Franklin and the law
firm of Franklin Skierski Lovall Hayward, LLP, which firm
presently represents the Trustee as local counsel, will be
substituted as lead counsel for the Trustee in the stead of Jo
Christine Reed and SNR Denton US, LLP, due to the maternity leave
of Ms. Reed.

The firm may be reached at:

          Peter Franklin, Esq.
          FRANKLIN SKIERSKI LOVALL HAYWARD LLP
          10501 N. Central Expy., Suite 106
          Dallas Texas 75231
          Tel: 972-755-7100
          Fax: 972-755-7110
          E-mail: pfranklin@fslhlaw.com


FRIENDLY ICE CREAM: May File for Chapter 11 as Soon as Next Week
----------------------------------------------------------------
The Wall Street Journal's Mike Spector reports that people
familiar with the matter said Friendly Ice Cream Corp. -- which
employs roughly 10,000 people and operates more than 500
Friendly's restaurants known for sundaes and hamburgers -- could
seek bankruptcy protection from creditors as soon as next week.
The sources said the Wilbraham, Mass.-based company would then try
to sell itself through a bankruptcy auction.

The sources told the Journal Friendly's hired law firm Kirkland &
Ellis and Zolfo Cooper, a turnaround advisory firm, to negotiate
with creditors and prepare its bankruptcy filing.

The Journal's sources said the company is in talks with Wells
Fargo & Co. for about $70 million in DIP financing.  The DIP
financing would consist of about $25 million in new funds and
other existing debt that would "roll up" into the new loan.

The sources also said Sun Capital Partners Inc., which acquired
the Company in 2007, could put in a "credit bid" by forgiving debt
in exchange for retaining ownership.  Boca Raton, Fla.-based Sun
Capital paid $130.81 million in cash for all of Friendly's stock
and is also a creditor.

According to the Journal's sources, declining sales have triggered
a condition in a Wells Fargo credit line that prevents Friendly's
from borrowing as much as it would like. Friendly's has about $3.5
million in available cash between its borrowing abilities and cash
on hand, one of these people said.  That is enough for Friendly's
to operate in the near term, this person said.

The Journal relates Friendly's already owes another $30 million or
so to Wells Fargo.  Separately, it also carries roughly $225
million in secured bond debt owed to Sun Capital.

The Journal notes Wells Fargo declined to comment.  A Friendly's
spokeswoman didn't provide a comment. Sun Capital didn't respond
to requests for comment.


GARNEAU INC: Shareholders to Vote on Liquidation and Dissolution
----------------------------------------------------------------
Garneau Inc. announced on Sept. 28, 2011, that a special meeting
of shareholders of the Corporation will be held on Nov. 7, 2011,
to consider and, if thought advisable, pass, a resolution which
would approve: (i) the liquidation of the Corporation; (ii) the
distribution of the remaining assets of the Corporation, which is
expected to be a small amount of cash; and (iii) the dissolution
of the Corporation, all in accordance with the requirements of the
Business Corporations Act (Alberta) and pursuant to a plan of
liquidation and dissolution.  The Resolution must be approved by
two-thirds of the votes cast at the Meeting.  Completion of the
transactions to be approved at the Meeting also remains subject to
stock exchange and other applicable regulatory approvals.

Garneau has ceased its active business operations. The decision to
put the Resolution to the shareholders of Garneau at the Meeting
resulted from a review of the alternatives available to the
Corporation by the board of directors of the Corporation in its
continuing efforts to preserve shareholder value in the context of
no business prospects and a small remaining amount of cash that
will continue to be depleted with the stock exchange and reporting
issuer compliance requirements that Garneau is bound by. In this
context and considering the fact that the implementation of the
Plan presents the possibility that the shareholders may receive a
liquidating distribution of cash, the board of directors of
Garneau unanimously recommends that shareholders vote in favor of
the Resolution.

Garneau anticipates that a proxy and information circular for the
Meeting, which will provide greater detail on the transactions
referenced in this press release, will be mailed to shareholders
very shortly and will be available at http://www.sedar.com


GLAZIER GROUP: Plan Confirmation Hearing Set for Oct. 13
--------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York approved the disclosure statement
explaining the Chapter 11 plan of reorganization of The Glazier
Group, Inc.

The Court will hold a hearing to consider confirmation of the Plan
on Oct. 13, 2011 at 11:00 a.m.  Objections are due Oct. 1.

The Plan provides for the reorganization and recapitalization of
the Debtor.  Under the Plan, the Debtor will be reorganized and
emerge from Chapter 11 with a de-levered capital structure.  The
Debtor believes that the Plan will enable it to emerge from
Chapter 11 as a viable business in concert with the remaining
restaurant affiliates.

General Electric Credit Corporation's allowed secured claim will
be paid in full in cash from the proceeds of the sale agreement
entered entered into between Striphouse Restaurants, LLC, as
buyer, and T-Bone Restaurant LLC, Big Bones Limited Partnership,
Big Bones Liquor, Inc., and Strip House Las Vegas, LLC, as
sellers.

Holders of Joint Legacy Claims will be paid in accordance with the
terms set forth in the respective stipulations settling such
Claims entered into by and between the Debtor and/or Restaurant
Affiliates and each holder of a Joint Legacy Claim.

Holders of Allowed Unsecured Claims will receive a cash
distribution equal to 20% of the amount of those Claims, payable
in two equal installments commencing on the Effective Date, and
the final payment to be made within 30 days of the end of calendar
year 2011.  This recovery is a significantly greater recovery than
such creditors would receive if the Debtor was liquidated under
Chapter 7 of the Bankruptcy Code (where it is projected that
Allowed Unsecured Claims would receive a 0% recovery on account of
their Claims).

Allowed Administrative Claims, Priority Tax Claims and Non-Tax
Priority Tax Claims will be paid in full as required by the
Bankruptcy Code, unless otherwise agreed to by the holders of such
Claims.

Old Equity Interests in the Debtor will be cancelled, and holders
of Equity Interests will receive no Distributions on account of
their Equity Interests under the Plan.

On the Effective Date, the Equity Holders, as holders of 100% of
the membership interests in the Restaurant Affiliates, shall
transfer all membership interests to the reorganized Debtor,
Glazier Holdings, LLC. In consideration thereof, and in further
consideration of the waiver of distributions on account of claims
held by the Restaurant Affiliates, the Equity Holders will receive
new equity interests comprising 100% of the Equity Interests in
Glazier Holdings, LLC.

A full-text copy of the Modified First Amended Disclosure
Statement, dated Sept. 8, is available for free at:

             http://ResearchArchives.com/t/s?7714

                     About The Glazier Group

New York-based The Glazier Group, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-16099) on
Nov. 15, 2010.  Frederick E. Schmidt, Esq., Joshua Joseph Angel,
Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP,
represent the Debtor in its restructuring effort.  John Dunne of
Renewal Ventures, LLC, is the Debtor's Chief Restructuring
Officer.  The Company disclosed assets of $15.2 million and
liabilities of $26.8 million as of the Petition Date.

Ronald J. Friedman, Esq., Katina Brountzas, Esq., and Sheryl P.
Busell, Esq., at SilvermanAcampora LLP, in Jericho, New York,
represent the Official Committee of Unsecured Creditors.  FTI
Consulting, Inc., serves as the Official Committee of Unsecured
Creditors' financial advisor.


GRACEWAY PHARMACEUTICALS: Plans Bankruptcy, Sale to Galderma
------------------------------------------------------------
On Sept. 29, 2011, Graceway Pharmaceuticals, LLC, and several of
its affiliated companies, filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Delaware.

Graceway intends to sell essentially all of its assets through an
asset sale under Section 363 of the Bankruptcy Code.  Galderma has
been selected as a stalking horse bidder, but the final buyer will
be determined through an auction process and, ultimately, by the
Bankruptcy Court over the course of the next few months.

Graceway is generally prohibited by the Bankruptcy Code from
making payments on account of claims arising prior to the
bankruptcy filing except in connection with a plan of
reorganization.  During the pendency of the bankruptcy proceeding,
however, Graceway is authorized by the Bankruptcy Code to continue
its normal operations and has ample cash on hand to pay its post
bankruptcy filing obligations when due and in the ordinary course
of business.

Dow Jones' DBR Small Cap earlier reported on Graceway
Pharmaceuticals' plans to seek bankruptcy protection and sell its
assets to Galderma S.A., subject to higher bids at auction.

Dermatological drugmaker Galderma Pharma SA reached a deal
Wednesday to buy almost all the U.S. and Canadian assets of
Graceway Pharmaceuticals LLC, including intellectual property
rights and vendor contracts, in a bankruptcy-assisted sale,
according to Alex Ortolani at Bankruptcy Law360.

Graceway did not disclose the price of the deal, Law360 notes.

Based in Bristol, Tennessee, Graceway Pharmaceuticals, LLC engages
in pharmaceutical development.  The company offers dermatology,
respiratory, and women's health products. Its Zyclara Cream is
used for the treatment of external genital and perianal warts
(EGW) in patients 12 years of age and older. The company offers
products for the treatment of dermatology conditions, such as
actinic keratosis, superficial basal cell carcinoma, external
genital warts, atopic dermatitis, and acne; and respiratory
conditions, such as asthma.


GRACEWAY PHARMACEUTICALS: Reaches Deal to Sell Assets to Galderma
-----------------------------------------------------------------
Graceway Pharmaceuticals, LLC and Galderma S.A have entered into a
definitive agreement for Galderma to acquire substantially all of
Graceway's U.S. and Canadian assets.

Under the terms of the agreement, Galderma will acquire
substantially all of Graceway's assets including inventory and
intellectual property rights and will assume the majority of
Graceway's contract manufacturing, contract research and other
vendor contracts related to the acquired assets.  To implement the
transaction, Graceway will seek authority to sell its assets under
Section 363 of the United States Bankruptcy Code and through a
concurrent receivership proceeding in Canada.  Other parties will
have an opportunity to submit higher and better offers to purchase
the Company's assets under this Court-supervised process and
Graceway anticipates the sale transaction will be completed by the
end of January with minimal disruption to the business.

Lazard is acting as financial advisor to Graceway, Latham &
Watkins LLP is serving as legal advisor and Alvarez & Marsal North
America, LLC is serving as restructuring advisor.  Credit Suisse
is acting as financial advisor and Debevoise & Plimpton is acting
as legal advisor to Galderma.

                  About Graceway Pharmaceuticals

Headquartered in Bristol, TN, Graceway Pharmaceuticals, LLC --
http://www.gracewaypharma.com/-- is a pharmaceutical company
focused on acquiring, in-licensing, and developing branded
prescription pharmaceutical products.  Current prescription
products marketed by Graceway include Zyclara(R) (imiquimod)
Cream, 3.75%, Aldara(R) (imiquimod) Cream, 5%, Maxair(R)
Autohaler(R) (pirbuterol acetate inhalation aerosol),
Atopiclair(R) Nonsteroidal Cream, and Estrasorb(R) (estradiol
topical emulsion).  Zyclara(R), Aldara(R), Maxair(R) Autohaler(R),
Atopiclair(R), and Estrasorb(R) are trademarks owned by or
licensed to Graceway.


HARRIS INTERACTIVE: Receives Waiver of Non-Compliance Under Loan
----------------------------------------------------------------
Harris Interactive Inc. said that as of June 30, 2011, it was not
in compliance with certain financial covenants under its credit
agreement.  On Sept. 27, 2011, Harris Interactive amended its
credit agreement and received a permanent waiver of such non
compliance.  For additional information regarding the waiver and
amended credit agreement see the Form 8-K filed with the
Securities and Exchange Commission.

Al Angrisani, Interim Chief Executive Officer of Harris
Interactive commented, "It has been approximately 100 days since I
assumed the role of Interim CEO and initiated a turnaround
program. The financial results below are the product of a previous
turnaround effort that was not successful. Putting this
disappointing fiscal 2011 behind us, we are now focused on
remedying the major challenges that face the Company as we attempt
to restore the Company's business model back to viability and
begin the process of creating shareholder value. Unfortunately,
this is not going to be a quick or easy fix."

The Company reported a net loss of $8.5 million on $165.3 million
of revenue for 12 months ended June 30, 2011, compared with a net
loss of $2.2 million on $168.4 million of revenue in 2010.

The Company's balance sheet at June 30, 2011, showed
$71.85 million in total assets, $60.4 million in liabilities, and
$11.5 million of stockholders' deficit.

A full text copy of the Company's fourth quarter and full year
fiscal 2011 results is available free at:

              http://ResearchArchives.com/t/s?770f

                      About Harris Interactive

Based in Rochester, New York, Harris Interactive (NASDAQ:HPOL) --
http://www.harrisinteractive.com/ --provides custom market
research.  Harris Interactive serves clients globally through our
North American, European and Asian offices and a network of
independent market research firms.

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


HARRISBURG, PA: House Backs Harrisburg Receivership Bill
--------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that the Pennsylvania
House of Representatives on Wednesday overwhelmingly approved a
scheme that could put Harrisburg, on the brink of bankruptcy,
under a state-appointed receiver's control if its city council
doesn't approve a plan to handle a $300 million debt crisis.

According to Law360, the lower house of the Pennsylvania General
Assembly voted 185-9 to approve the course of action, which gives
the state capital's city leaders one month to approve their own
debt crisis plan after the failure of several previous efforts.

                       About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The Harrisburg City Council voted 5-2 on Sept. 28, 2010 to seek
professional advice on bankruptcy or state oversight.  Harrisburg
needed state aid to avoid default on $3.3 million of bond payments
this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.


HCA HOLDINGS: To Offer $500 Million of 8% Senior Notes
------------------------------------------------------
HCA Inc. filed with the U.S. Securities and Exchange Commission a
free writing prospectus regarding the issue of $500,000,000 of 8%
senior notes due 2018.  The Notes have maturity date of Oct. 1,
2018.  Joint Book-Running Managers of the Offering are Barclays
Capital Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co.
Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and
Wells Fargo Securities, LLC.

The Company estimates that the net proceeds from the Offering,
after deducting underwriter discounts and commissions and
estimated offering expenses, will be approximately $492,000,000.
The Company intends to use the net proceeds from the notes for
general corporate purposes, which may include funding a portion of
the acquisition of the remaining ownership interest in our HCA
HealthONE LLC joint venture currently owned by the Colorado Health
Foundation and to pay related fees and expenses.

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

                        http://is.gd/xDLmmW

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the 12 months ended
Sept. 30, 2010, the company recognized revenue in excess of
$30 billion.

The Company's balance sheet at June 30, 2011, showed
$23.87 billion in total assets, $31.41 billion in total
liabilities, and a $7.53 billion stockholders' deficit.

                           *     *     *

In May 2011, Moody's Investors Service upgraded the Corporate
Family and Probability of Default Ratings of HCA Inc. (HCA) to B1
from B2.  "The upgrade of HCA's rating reflects the considerable
progress the company has made in improving financial metrics and
managing the company's maturity profile since the November 2006
LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the
funding of distributions to shareholders at the end of 2010
increased debt levels, the growth in EBITDA and debt repayment
since the LBO have improved leverage metrics considerably from the
high levels seen just after the company went private," continued
Diaz.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011, edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HCA INC: Moody's Assigns 'B3' Rating to Senior Unsecured Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 5, 85%) rating to HCA
Inc.'s (HCA) offering of senior unsecured notes due 2018. Moody's
understands that proceeds from the offering will be used for
general corporate purposes, which may include funding a portion of
the previously announced acquisition of the remaining ownership
interest in the company's HCA-HealthOne LLC joint venture. Moody's
also believes the proceeds could be used to repay amounts drawn
under the company's revolving credit facilities to fund the recent
repurchase of equity shares from Bank of America. Therefore, while
the acquisition and share repurchase results in a modest increase
in leverage, HCA's note issuance is in line with Moody's
expectations around the funding of these transactions. HCA's B1
Corporate Family and Probability of Default Ratings remain
unchanged. The outlook for the ratings is stable.

Ratings assigned:

Senior unsecured notes due 2018, B3 (LGD 5, 85%)

Ratings unchanged:

Corporate Family Rating, B1

Probability of Default Rating, B1

ABL revolver expiring 2012, Ba1 (LGD 1, 1%)

Revolving credit facility expiring 2015, Ba3 (LGD 3, 32%)

Senior secured term loan A-1 due 2012, Ba3 (LGD 3, 32%)

Senior secured term loan A-2 due 2016, Ba3 (LGD 3, 32%)

Senior secured term loan B-1 due 2013, Ba3 (LGD 3, 32%)

Senior secured term loan B-2 due 2017, Ba3 (LGD 3, 32%)

Senior secured term loan B-3 due 2018, Ba3 (LGD 3, 32%)

Euro term loan due 2013, Ba3 (LGD 3, 32%)

$1,500 million first lien secured notes due 2019, Ba3 (LGD 3, 32%)

$1,250 million first lien secured notes due 2020, Ba3 (LGD 3, 32%)

$1,400 million first lien secured notes due 2020, Ba3 (LGD 3, 32%)

$3,000 million first lien secured notes due 2020, Ba3 (LGD 3, 32%)

$201.5 million second lien notes due 2017, B2 (LGD 4, 67%)

Senior unsecured notes (various), B3 (LGD 5, 85%)

Senior unsecured HoldCo notes due 2021, B3 (LGD 6, 95%)

Speculative Grade Liquidity Rating, SGL-2

First lien senior secured shelf, (P)Ba3

Senior unsecured shelf, (P)B3

RATINGS RATIONALE

HCA's B1 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with significant leverage.
Furthermore, HCA has large debt maturities in future periods,
although the company has continued to make progress to push those
maturities out. The rating also reflects Moody's consideration of
HCA's scale and position as the largest for-profit hospital
operator, which should aid in providing access to resources needed
in adapting to changes in the sector brought on by healthcare
reform legislation and aid in the company's ability to weather
industry pressures. Finally, the rating incorporates Moody's
expectation that the company will take a more conservative
approach to the use of additional debt for shareholder initiatives
and continue to improve credit metrics through both EBITDA growth
and debt repayment.

Given the continuing private equity sponsorship of HCA, Moody's
would have to become more comfortable that the company will
maintain a conservative financial profile, consistent with that
expected of the Ba3 rating, prior to it considering an upgrade of
the rating to that level. Additionally, Moody's would have to
expect a continuation of positive operating trends such that the
company is able to grow earnings or repay debt so that free cash
flow to debt reaches a sustainable level above 5% and debt/EBITDA
is maintained below 4.5 times.

If the company experiences a deterioration of operating trends,
for example, negative trends in same-facility adjusted admissions
or same-facility revenue per adjusted admission, Moody's could
downgrade the rating. Additionally, Moody's could downgrade the
ratings if the company were to incur additional debt to fund
shareholder distributions or acquisitions so that it expects
adjusted debt/EBITDA to be sustained at or above 5.0 times.
Moody's previously noted that the funding of the recent share
repurchase and expected closing of the HCA-HealthOne transaction
will temporarily push leverage above 5.0 times and, therefore,
diminishes the company's ability to absorb further negative
developments at the current rating level.

The principal methodology used in rating HCA was the Global For
Profit Hospital Industry Methodology, published September 2008.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 164 hospitals and 111
freestanding surgery centers (including seven hospitals and 13
freestanding surgery centers that are accounted for using the
equity method) as of June 30, 2011. For the twelve months ended
June 30, 2011, the company recognized revenue in excess of $31
billion.


HCA INC: S&P Assigns 'B-' Rating to $500-Mil. Sr. Unsec. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Nashville-based HCA
Inc.'s proposed $500 million senior unsecured notes due 2018 its
'B-' issue-level rating (two notches lower than the 'B+' corporate
credit rating on the company). "We also assigned the notes a
recovery rating of '6', indicating our expectation of negligible
(0% to 10%) recovery for lenders in the event of a payment
default. The company plans to use the proceeds for general
corporate purposes," S&P stated.

The corporate credit rating on HCA is 'B+' and the rating outlook
is stable. The rating reflects the company's uncertain prospects
for third-party reimbursement, its highly leveraged financial risk
profile, and its historically aggressive financial policies. It
also reflects recent weakness in earnings, influenced by an
adverse shift in service mix to less acute medical cases. Still,
the company's relatively diversified portfolio of 164 hospitals
and 111 ambulatory surgery centers, generally favorable positions
in its competitive markets, and experienced management team
partially mitigate these risks and contribute to our assessment
that HCA has a "fair" business risk profile. These factors help
protect the company from conditions that confront several of its
far smaller peers. (For the latest complete corporate credit
rating rationale, see Standard & Poor's research report on HCA
published May 25, 2011.)

Ratings List

HCA Inc.
Corporate Credit Rating        B+/Stable/--

New Ratings

HCA Inc.
Senior Unsecured
  $500 mil notes due 2018       B-
   Recovery Rating              6


HD SUPPLY: Moody's Affirms 'Caa2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service upgraded HD Supply's Senior Secured Term
Loan to A3 from Baa1, since Moody's recently upgraded the senior
unsecured rating of The Home Depot, the guarantor of HD Supply's
Term Loan, to A3 from Baa1. In a related rating action, Moody's
affirmed HDS' Corporate Family and Probability of Default Ratings
at Caa2. The rating outlook is negative.

These ratings/assessments were affected by this action:

Corporate Family Rating affirmed at Caa2;

Probability Default Rating affirmed at Caa2;

$73 million Senior Secured Term Loan due 2012 upgraded to A3 from
Baa1, reflecting the guarantee provided by The Home Depot, Inc.;

$860 million Senior Secured Term Loan due 2014 upgraded to A3 from
Baa1, reflecting the guarantee provided by The Home Depot, Inc.;

$304 million Asset-Based Senior Secured Revolving Credit Facility
due 2012 affirmed at B1 (LGD1, 6%);

$1.8 billion Asset-Based Senior Secured Revolving Credit Facility
due 2014 affirmed at B1 (LGD1, 6%);

$200 million Senior Secured Revolving Credit Facility due 2013
affirmed at B3 (LGD2, 24%);

$2.5 billion Senior Unsecured Notes due 2014 affirmed at Caa2
(LGD4, 59%); and

$1.7 billion Senior Subordinated PIK Notes due 2015 affirmed at Ca
(LGD6, 90%)

The company's speculative grade liquidity rating remains SGL-3.

RATINGS RATIONALE

The upgrade of HDS' Senior Secured Term Loan due 2012 and Senior
Secured Term Loan due 2014 to A3 from Baa1 results from Moody's
recent rating action upgrading the Senior Unsecured Rating of The
Home Depot to A3 from Baa1. The Home Depot guarantees each of the
term loans. Moody's views the risk of loss associated with each of
the term loans to be compatible to the credit worthiness of The
Home Depot.

HDS' Caa2 Corporate Family Rating reflects the company's highly
leveraged capital structure. Its debt-to-EBITDA was 10.7 times at
2Q11 (July 31, 2011) and EBITA-to-interest expense was 0.6 times
through the twelve months ended July 31, 2011 (all ratios
incorporate Moody's adjustments). Although HDS' operating
performance improved in its second quarter due to higher volumes,
improving operating efficiencies and ongoing cost reductions
(sales in 2Q11 increased by 10% compared to 2Q10 and adjusted
EBITA margin was 7.1% for 2Q11 versus 5.6% for 2Q10), the company
will still have difficulty in generating significant levels of
earnings and free cash flow relative to its debt. The construction
industry, a key driver of HDS' revenues, is facing anemic growth
prospects. Additionally, the company's ability to build cash and
to reduce refinancing risks in 2014 is hindered by its Senior
Subordinated Notes due 2015 converting to cash pay from PIK
beginning March 1, 2012, thereby reducing free cash flow by about
$245 million based on the projected outstanding balance. Moody's
believes that HDS will not internally generate sufficient free
cash flow to address its looming maturities, resulting in an
untenable capital structure with about $5 billion of committed
credit facilities maturing in 2014.

Developments that could lead to a downgrade include any erosion in
the company's financial performance due to continued weakness in
its end markets. Also, indications that the company is not
benefiting from its restructuring programs, or deterioration in
its liquidity profile could pressure the rating. Additionally,
further stress on the ratings, including the speculative grade
liquidity rating, could result if HDS is unable to substantially
improve its funds from operations so that it can fund its internal
operations and pay its entire interest expense once the company's
subordinated PIK notes go cash-pay. Redemption of debt at deep
discounts or conversion of debt for equity could negatively impact
the ratings, as well.

A stabilization of the ratings is unlikely to occur until HDS
addresses its capital structure or demonstrates a significant
improvement in operations, which is unlikely considering the
current state of the domestic construction industry.

The principal methodology used in rating HD Supply, Inc. was the
Global Manufacturing Industry Methodology published in December
2007. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling. HDS also
provides maintenance, repair and operations ("MRO") services. Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction. HDS operates throughout the U.S. and Canada serving
contractors, government entities, maintenance professionals, home
builders and professional businesses. The Carlyle Group, Bain
Capital, and Clayton, Dubilier & Rice, through their respective
affiliates, are the primary owners of HDS. The Home Depot, Inc.
retains a 12.5% minority ownership in HDS. Revenues for twelve
months through July 30, 2011 totaled approximately $7.8 billion.


HEALTHSPRING INC: S&P Raises Counterparty Credit Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on HealthSpring Inc. by one notch to
'BB-' from 'B+'. The outlook is stable.

"The upgrade reflects our view that HealthSpring's credit profile
has steadily strengthened as a result of strong business growth
driven by organic growth and acquisitions, earnings that have
consistently met or exceeded our expectations, and credit metrics
that have improved as a result of debt repayment," said Standard &
Poor's credit analyst James Sung. "We believe the company is well
positioned for the post-reform Medicare environment because of key
competitive competencies such as its focused coordinated-care plan
strategy, good physician-engagement capabilities (facilitated by
its management of independent physician associations), and an
expanding clinical footprint. The upgrade also reflects our view
that the company has managed its Bravo integration fairly well so
far, and we do not foresee any operational disruptions at this
time."

Long-term rating upside will continue to be constrained by the
company's concentration in government-funded business. The company
has managed its business well through various legislative and
economic cycles affecting the private Medicare market, but it
still faces significant Medicare-related risks including: the
unpredictable Medicare Advantage (MA) rate reimbursement
environment, the planned implementation of a Medicare-specific
medical loss ratio minimum in 2014, the still uncertain outcome of
the Centers of Medicare and Medicaid Services' risk-adjustment
data validation audits, and a bipartisan deficit commission that
could look to make significant changes to the Medicare program. In
addition, given the consolidating nature of the private Medicare
market, HealthSpring will be challenged to maintain growth and
compete for acquisition targets as it increasingly competes
against larger, better-capitalized peers. Several execution risks
with the Bravo integration remain, including the gradual
integration of physician-engagement practices and the
consolidation of claims systems and drug formularies.

"The stable outlook reflects our expectation that HealthSpring
will continue to manage its growth initiatives prudently and
maintain its solid earnings profile. In the long term, we expect
further credit strengthening if the company is successful in
expanding its business scale and diversity. However, we believe
that one of the company's key challenges is whether it can
replicate its coordinated-care and physician-engagement model more
broadly to new geographies and product lines (such as Medicaid and
potentially the commercial space)," S&P stated.

"Although unlikely based on results through June 2011, we could
lower the ratings if the company's 2011 or 2012 operating results
fall below expectations, or if key credit ratios deteriorate
significantly. This would mean, outside of qualitative factors, a
deterioration of the company's credit ratios to beyond what would
be appropriate for the current rating. For example, our 'BB'
rating category incorporates baseline target ranges of debt-to
capital of 45%-65% and EBITDA interest coverage of at least 2x
3x," S&P said.


HELLER EHRMAN: 8 Firms Agree to Pay $2.3MM Over Atty. Transfers
---------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that eight law firms
agreed Tuesday to pay Heller Ehrman LLP $2.3 million to settle
allegations that they benefited from improper business transfers
when they snapped up attorneys from the defunct firm, which is
currently in the process of liquidation in California bankruptcy
court.

Arnold & Porter LLP, Cooley LLP, Pillsbury Winthrop Shaw Pittman
LLP, Proskauer Rose LLP, Hogan Lovells, WilmerHale, Patton Boggs
LLP and Hafetz Necheles & Rocco agreed to pay a combined $2.26
million to resolve adversary actions that accused them of
fraudulent transfer, according to Law360.

                         About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HORIZON LINES: Amends Docs for $330MM Notes Exchange Offer
----------------------------------------------------------
Horizon Lines, Inc., filed on Sept. 26, 2011, an amendment to its
Registration Statement on Form S-4 and an amendment to Schedule TO
relating to its previously announced exchange offer and consent
solicitation for its $330.0 million of existing unsecured 4.25%
convertible senior notes.  The exchange offer documents were
revised in response to comments received by the Securities and
Exchange Commission to (i) further clarify what exchange
consideration holders of the 2012 convertible notes who are non
U.S. citizens will receive and (ii) make other updating and
conforming changes.  The SEC is continuing to review the Company's
Registration Statement on Form S-4 relating to the exchange offer
and consent solicitation and has not yet declared the Registration
Statement effective, which is a condition of the exchange offer,
among others.

As part of the exchange offer, the Company is also seeking
consents from all holders of the 2012 convertible notes to remove
substantially all of the restrictive covenants and certain events
of default from the indenture governing the 2012 convertible
notes.

The Company and its advisors continue to work with the financial
and legal advisors to the informal committee of noteholders to
finalize the documentation and terms of the recapitalization plan,
of which the exchange offer and consent solicitation are an
integral part.  The Company intends to complete the exchange offer
of the existing 2012 convertible notes by the end of September, at
which time it expects to close the entire refinancing.

As discussed in the exchange offer documents, each participating
holder in the exchange offer must state their U.S. citizenship by
completing a questionnaire and certifying whether such holder is a
U.S. citizen prior to the company accepting such holder's tender
and consent of its 2012 convertible notes in the exchange offer.
Each holder must provide the DTC Account Number of its custodian,
the principal amount of notes tendered and the VOI number that
relates to its tendering instructions.  A holder can obtain the
VOI number from its custodian.  The completed questionnaire and
any additional information, correspondence or requests for
reconsideration of citizenship determination may be sent to the
attention of Michael F. Zendan II, Senior Vice President, General
Counsel and Secretary of Horizon Lines, Inc., who may be contacted
by telephone at 704-973-7029, by fax at 704-973-7010, or by e-mail
at MZendan@HorizonLines.com.  The information and exchange agent
for the exchange offer and consent solicitation is Global
Bondholder Services Corporation.

                        About Horizon Lines

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

The Company's balance sheet at June 26, 2011, showed
$794.96 million in total assets, $793.45 million in total
liabilities, and a stockholders' deficit of $1.51 million.

The Company expects to experience a covenant breach under the
Senior Credit Facility in connection with the amended financial
covenants upon the close of the third fiscal quarter of 2011.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt Horizon
Lines' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 26, 2010.  The
independent auditors noted that there is uncertainty that Horizon
Lines will remain in compliance with certain debt covenants
throughout 2011 and will be able to cure the acceleration clause
contained in the convertible notes.

                           *     *     *

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

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


HORIZON LINES: Extends Notes Exchange Offer to Oct. 3
-----------------------------------------------------
Horizon Lines, Inc., extended the expiration date for its
previously announced exchange offer and consent solicitation until
5:00 p.m., New York City time, on Oct. 3, 2011.

The offer is being extended in order to allow sufficient time to
address certain important administrative matters.  Additional time
is needed for the company to verify the completed U.S. citizenship
questionnaires it has received and to assist noteholders that have
tendered their respective notes in fully completing the required
U.S. citizenship questionnaires.

The company intends to complete the exchange offer of the existing
4.25% Convertible Senior Notes due 2012 on or before Oct. 6, 2011,
at which time it expects to close the entire refinancing.

The exchange offer and consent solicitation had been scheduled to
expire at 5:00 p.m., New York City time, on Sept. 27, 2011.  As of
the prior expiration date on Sept. 27, 2011, 99.3% of the $330.0
million aggregate principal amount of the 2012 convertible notes
had been tendered into the exchange offer and consent
solicitation.

As part of the exchange offer, the company is also seeking
consents from all holders of the existing 2012 convertible notes
to remove substantially all of the restrictive covenants and
certain events of default from the indenture governing the 2012
convertible notes.

The company and its advisors continue to work with the financial
and legal advisors to the informal committee of noteholders to
finalize the documentation and terms of the recapitalization plan,
of which the exchange offer and consent solicitation are an
integral part.

                        About Horizon Lines

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

The Company's balance sheet at June 26, 2011, showed
$794.96 million in total assets, $793.45 million in total
liabilities, and a stockholders' deficit of $1.51 million.

The Company expects to experience a covenant breach under the
Senior Credit Facility in connection with the amended financial
covenants upon the close of the third fiscal quarter of 2011.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt Horizon
Lines' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 26, 2010.  The
independent auditors noted that there is uncertainty that Horizon
Lines will remain in compliance with certain debt covenants
throughout 2011 and will be able to cure the acceleration clause
contained in the convertible notes.

                          *    *      *

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

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


HOTEL NEVADA: Joint-Client Privilege Not Applicable to Trustee
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a lawyer who represented a company that went bankrupt
and its non-bankrupt affiliates was compelled to turn over
communications with the company's non-bankrupt principal.

U.S. Bankruptcy Judge Bruce A. Markell from Las Vegas wrote a
24-page opinion this month in the Chapter 7 liquidation of Hotels
Nevada LLC.

Mr. Rochelle recounts that a year ago, Judge Markell cut the
bankruptcy lawyers' fees by 95%, concluding that the bankruptcy
lawyers' services primarily benefited non-bankrupt affiliates.

The report relates that in the new case, the law firm that
represented the company prior to bankruptcy refused to turn over
communications with the bankrupt company, contending that the
joint-client privilege precluded disclosure.  In compelling the
law firm to turn over communications with the non-bankrupt
principal, Judge Markell said that the privilege didn't "override
the responsibilities owed by the attorney to each client."

Even if the trustee didn't succeed to the rights of the company
itself to obtain communications with the lawyers, Judge Markell,
according to the report, also ruled that the adversary exception
applied, also requiring turnover.  Judge Markell said that "when
there is a contest between the parties who jointly received the
communication, there is no confidentiality."

                          About Hotels Nevada

Hotels Nevada LLC sought Chapter 11 protection in 2009 (Bankr. D.
Nev. Case No. 09-31131) after the company and a controlling
officer were hit with a $141 million arbitration award.  Quarles &
Brady prepared the Chapter 11 petition.

Less than four months after the filing, the judge switched the
case to Chapter 7.  In the course of converting the case, Judge
Bruce Markell concluded that the Chapter 11 petition had not been
filed in good faith.


INNKEEPERS USA: Offers New Theory Forcing Cerberus to Buy
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Innkeepers USA Trust isn't giving up on the hope it
can persuade the bankruptcy judge in New York to compel Cerberus
Capital Management LP and Chatham Lodging Trust to complete a
$1.12 billion acquisition of 64 hotels.  If the sale isn't
finished, Innkeeper's Chapter 11 reorganization plan may unravel,
even though it was approved in a June confirmation order.

Mr. Rochelle relates that Innkeepers sued at the end of August,
asking the bankruptcy judge to compel the buyers to purchase the
64 hotels.  In addition to contending they have an escape clause
in the contract, Cerberus and Chatham point to a so-called
liquidated damages clause, which they believe makes them liable
for nothing beyond the loss of their $20 million deposit.  From
the outset of the lawsuit, Innkeepers has contended the judge can
either compel the buyers to complete the sale or assess damages in
excess of $20 million.  In a revised complaint filed Wednesday,
Innkeepers argued that the judge has the right to compel
compliance with a confirmation order and thus may force the buyers
to finish the acquisition.  Absent settlement, a trial is set to
be held Oct. 10 through 12.

                      Cerberus Sale Collapses

In June 2011, the Bankruptcy Court confirmed Innkeepers' chapter
11 plan of reorganization.  The Plan is premised on the sale of
the Company's hotel portfolio.

A joint venture between the private-equity firm Cerberus Capital
Management, L.P. and the real estate investment trust Chatham
Lodging agreed to purchase for roughly $1.12 billion the equity in
entities that own and operate 65 of the Company's hotels.
Cerberus and Chatham agreed to pay $400.5 million cash and assume
about $723.8 million mortgage debt for the hotels.  Chatham
Lodging also agreed to purchase for $195 million, five of the
Company's hotels that serve as collateral for loan trusts serviced
by LNR Partners LLC.  The deal for the five hotels closed in July
2011.

Cerberus and Chatham on Aug. 19 terminated a deal to acquire a
portfolio of Innkeepers USA Trust's hotels.  In a statement,
Cerberus and Chatham said they had abandoned the deal "as a result
of the occurrence of a condition, change or development that could
reasonably be expected to have a material adverse effect" on
Innkeepers' business, operations or financial condition, among
other things.

The deal had a Sept. 15, 2011 deadline to close.  Cerberus and
Chatham are required to pay a $20 million termination fee under
the bankruptcy court-approved asset purchase agreement.

Innkeepers insists that no changes have occurred to the hotel
owner's business that would trigger the "material adverse effect"
clause in the buyout's contract.

The Debtors have filed a complaint against Cerberus, Chatham
Lodging Trust and other related defendants for breach of contract
and other claims for reneging on their commitment to acquire 64
hotels from Innkeepers.  The lawsuit is Innkeepers USA Trust v.
Cerberus Four Holdings LLC (In re Innkeepers USA Trust), 11-02557,
U.S. Bankruptcy Court, Southern District New York (Manhattan).

The two sides and Judge Shelley C. Chapman have agreed that a
trial of the lawsuit could start on Oct. 10, which would
necessitate the opening of the courthouse during the Columbus Day
holiday.

Innkeepers USA has won an extension until Nov. 10 of its
exclusivity periods to file a plan free from the threat of a rival
proposal.  Originally, Innkeepers was going to ask for an
extension until Jan. 12 to file a plan and March 19 to solicit
credit or votes on the proposal, but a lawyer said the company had
scaled the request back to Nov. 10 and would come to court just
before that if it needs more time.

The lawsuit is INNKEEPERS USA TRUST, et al., v. CERBERUS SERIES
FOUR HOLDINGS, LLC, CHATHAM LODGING TRUST, INK ACQUISITION LLC,
AND INK ACQUISITION II LLC, Adv. Proc. No. Case No. 11-02557
(Bankr. S.D.N.Y.).

Cerberus is represented by attorneys at Schulte Roth & Zabel LLP,
in New York.  Chatham is represented by Wachtell, Lipton, Rosen &
Katz, in New York.

                    About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred $1.29 billion of secured debt.

Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.


JELD-WEN INC: Moody's Assigns B3 Rating to $450MM Secured Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$450 million secured note offering of JELD-WEN, Inc., proceeds of
which will be used to refinance existing debt. The B3 rating on
these notes, which have been downsized from a previously proposed
$575 million, will replace the previous B3 rating assigned to the
company's earlier-proposed note offering. Moody's also affirmed
the company's B3 corporate family rating. The rating outlook is
stable.

These rating actions were taken:

B3 corporate family rating affirmed

B3 probability of default rating affirmed

B3 (LGD3, 47%) on the $450 million, second-lien senior secured
notes due 2017 assigned

B3 (LGD3, 45%) rating on previously announced second-lien senior
secured notes due 2018 withdrawn

RATINGS RATIONALE

The B3 corporate family rating reflects JELD-WEN's weak end
markets, elevated debt leverage, exposure to volatile raw
materials' costs, and uncertainty with regard to its divestiture
of non-core assets. At the same time, JELD-WEN's ratings
acknowledge the company's strong worldwide market positions in
doors and windows, its renewed focus on core operations, equity
infusion from Onex Corporation, and extended maturity schedule.

The stable rating outlook considers that end markets will probably
bounce along the bottom rather than deteriorate, debt leverage
will gradually be worked down, and that a successful divestiture
of non-core assets will occur within the next one to two years,
thereby freeing up management time and expense.

The rating and/or outlook could come under pressure if end markets
weaken further, liquidity becomes constrained, adjusted debt
leverage and EBITA interest coverage remain over 7.0x and below
1.0x, respectively, for an extended period of time, and/or non
core assets remain on the books for longer than two years.

The rating and/or outlook could benefit if the company delevers
rapidly, getting adjusted debt leverage below 5.0x and EBITA
interest coverage above 2.0x; non-core asset disposition occurs
rapidly and proceeds (before debt payment) exceed $200 million;
and/or end markets begin to strengthen significantly.

The senior secured notes due in 2016 are rated B3, the same as the
corporate family rating. The notes will be fully and
unconditionally guaranteed, jointly and severally, on a senior
secured basis by JELD-WEN Holdings, inc. (the company's parent)
and by the company's existing and future domestic wholly owned
restricted subsidiaries that guarantee the company's obligations
under its new revolving credit facility. The guarantees of JW
International Holdings, Inc. and JW Real Estate, Inc., and any
future domestic subsidiaries that are holding companies of the
company's foreign subsidiaries, will be limited to 65.0% of their
assets. As at July 2, 2011, the company's nonguarantor
subsidiaries accounted for approximately 61% of consolidated net
sales and for approximately 61% of consolidated assets. The notes
will also be secured by a second priority lien on substantially
all of the assets of the company and its guarantor subsidiaries
(other than non-core assets). In addition, the notes benefit from
loss absorption provided by the company's junior capital,
principally its $189 million bridge facility and its $700 million
convertible preferred shares, funding for which comes from Onex
Partners III LP, the proposed new equity investor in JELD-WEN. The
notes are, however, junior to the new $300 million revolving
credit facility, which Moody's does not rate, and to the debt and
obligations of the company's nonguarantor subsidiaries.

The principal methodology used in rating JELD-WEN was the Global
Manufacturing Industry Methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009. Please see the Credit Policy page on
www.moodys.com for a copy of these methodologies.


JELD-WEN INC: S&P Raises Prelim. Corp. Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services upgraded Klamath Falls, Ore.
based JELD-WEN Inc. to preliminary 'B' from preliminary 'B-'. The
rating outlook is stable. "At the same time, we assigned a
preliminary 'B-' issue-level rating (one notch below the corporate
credit rating) to JELD-WEN's proposed $450 million senior secured
notes due 2017, based on preliminary terms and conditions. The
recovery rating is preliminary '5', indicating our expectation for
modest (10% to 30%) recovery for lenders in the event of a payment
default. At the same time we withdrew our preliminary ratings on
JELD-WEN's previously proposed $575 million of senior secured
notes," S&P related.

The company intends to use the proceeds of the proposed notes to
partially refinance its existing debts. In conjunction with this
transaction, private equity firm Onex Corp. plans to invest $700
million in convertible preferred stock and $189 million in an 18
month bridge loan (also convertible into preferred convertible
stock if not repaid before maturity) to complete the refinancing
of existing debt of approximately $1.2 billion.

"The rating and outlook incorporates our expectation that demand
for JELD-WEN's window and door products, which the company sells
primarily to residential end markets and account for approximately
90% of sales, will continue to face difficulties over the next
several quarters as housing and remodeling markets remain near
cyclically low levels," said Standard & Poor's credit analyst
Thomas Nadramia. "We believe repair and replacement markets, which
account for about 47% of JELD-WEN's sales, will be flat for the
remainder of 2011. Weak housing markets in both the U.S. and
Europe will likely continue to affect new residential
construction, which accounts for 41% of JELD-WEN's worldwide
sales."

In the U.S., Standard & Poor's economists expect approximately
590,000 total housing starts for 2011, roughly the same as 2010
and still well below historical averages. The weakness in U.S.
markets will be partially offset by better market conditions in
Canada, Europe, and Australia, where JELD-WEN derives over 50% of
its revenues. "We expect sales of the company's products related
to commercial end markets in Europe, which represent about 12% of
recent sales, to remain flat for the remainder of 2011 and into
2012," S&P stated.

"Given these assumptions, we believe net sales could modestly
increase in the low- to mid–single-digit area from the $3.1
billion realized for the year ended Dec. 31, 2010. We are
forecasting adjusted EBITDA for 2011 will total about $150 million
compared with adjusted EBITDA of about $170 million in 2010.
Assuming some very modest recovery in housing starts, and
achievement of cost cutting measures, we think EBITDA could
increase to $175 million in 2012. Based on our 2012 forecast and
assuming JELD-WEN completes it asset sales to retire the Asset
Sale Bridge loan, leverage (including the convertible preferred
stock) could be reduced to about 8x by 2013 while senior leverage
could be reduced to about 4x or less. For this to occur, market
conditions, particularly housing starts in the U.S., will need to
improve well above current levels," S&P related.

Since 2007 JELD-WEN's operating margins have been less than 5%,
while free operating cash flow has been modest relative to sales
levels. In response to the difficult operating conditions, JELD
WEN has undertaken significant restructuring efforts to reduce
costs and improve profitability, including reducing headcount by
25% and closing 21 facilities over the past three years.

"The stable rating outlook reflects our expectation that JELD
WEN's operating performance during the next several quarters will
likely be flat to showing modest improvement, primarily thanks to
internal cost saving measures, as we expect market conditions to
remain weak. As a result, we expect credit measures to remain in
line with the ratings given the company's weak business risk
profile. We expect adjusted leverage to be about 10x over the next
year based on adjusted EBITDA of about $150 million and cash
interest coverage of about 2x. The stable rating outlook also
reflects our expectation that liquidity will be adequate to meet
all of the company's obligations over the next year, given the
expected $50 million in pro forma cash as well as nearly full
availability under its proposed $300 million revolving credit
facility," S&P related.


KOREA TECHNOLOGY: Proposes Durham Jones as Counsel
--------------------------------------------------
Korea Technology Industry America Inc. and its debtor-affiliates
ask the Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for
the District of Utah for permission to employ Durham Jones &
Pinegar as their counsel.

Steven J. McCardell, Esq., and Kenneth L. Cannon II, Esq., will
each bill $360 per hour for this engagement.

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

Korea Technology Industry America, Inc., is a subsidiary of Seoul-
based Korea Technology Industry Co. that tried to squeeze crude
oil from Utah's sandy ridges.  Korea Technology Industry America,
Uintah Basin Resources LLC, and Crown Asphalt Ridge L.L.C., filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Utah Case Nos.
11-32259, 11-32261, and 11-32264) on Aug. 22, 2011.  The cases are
jointly administered under KTIA's case.  Steven J. McCardell,
Esq., and Kenneth L. Cannon II, Esq., at Durham Jones & Pinegar,
in Salt Lake City, serve as the Debtors' counsel.  The Debtors
listed US$35,246,360 in assets and US$38,751,528 in debts.

Proofs of claim are due by Oct. 15 and government proofs of claim
are due by Feb. 18, 2012.


KOREA TECHNOLOGY: Has Deal on Sale of Mining Property
-----------------------------------------------------
Korea Technology Industry America, Inc. et al., ask the U.S.
Bankruptcy Court for the District of Utah to approve a stipulation
regarding the turnover of certain property; approval of DIP
financing and sale of the "mining property."

The stipulation was entered among the Debtors, Tar Sands Holdings,
LLC, Western Energy Partners, LLC, and Elgin Services Company,
Inc., which provides for, among other things:

   -- sale of the Mining Property, and other property of the
   Debtors to Rutter and Wilbanks Corporation, with the intent
   that the sale close not later than June 30, 2012, subject to
   force majeure;

   -- an observation committee will be established in cooperation
   with Rutter and Wilbanks Corporation, including representatives
   of R&W and creditors, to observe and review the ongoing status
   of work by R&W on the Mining Property;

   -- the parties will submit to the Court a motion seeking the
   appointment of an examiner selected by TSH, with fees and costs
   of the examiner approved by the Court to be advanced by Western
   and Elgin, and directing the examiner to file with the Court a
   report not later than 60 days from the date of the examiner's
   appointment;

   -- TSH will file with the Court and the U.S. Trustee, and
   submit to the examiner, a complete list of receipts and
   disbursements made by TSH at any time;

   -- the Debtors will submit to the Court a motion for the sale
   of the sale property, on notice to parties-in-interest seeking
   approval of the sale of property of the Debtors by the closing
   date;

   -- as part of its due diligence and as a condition to closing
   any sale, R&W intends to advance funds in the amount of
   approximately $5 million for the completion and commissioning
   of the Debtors' facility on the Mining Property;

In the event the turnover motion has not been mooted by
reconveyance by TSH, the Parties request that the Court hear the
turnover motion on Sept. 29, at 2:00 p.m.  The Parties further
request that the Court schedule the DIP Financing Motion for
immediately after conclusion of the hearing on the turnover
motion.

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

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

Tar Sands Holdings, LLC and Western Energy Partners, LLC are
represented by:

         Robert S. Prince, Esq.
         KIRTON & McCONKIE
         60 E. South Temple, Suite 1800
         Salt Lake City, UT 84111
         Tel: (801) 328-3600
         Fax: (801) 321-4893
         E-mail: rprince@kmclaw.com

Tar Sands Holdings, LLC and Elgin Services Company, Inc. are
represented by:

         Darwin H. Bingham, Esq.
         SCALLEY READING BATES HANSEN & RASMUSSEN
         15 West South Temple, Suite 600
         Salt Lake City, Utah 84101
         Tel: (801) 531-7870
         Fax: (801) 326-4669

                      About KTIA, UBR and CAR

Korea Technology Industry America, Inc., is a subsidiary of Seoul-
based Korea Technology Industry Co. that tried to squeeze crude
oil from Utah's sandy ridges.  Korea Technology Industry America,
Uintah Basin Resources LLC, and Crown Asphalt Ridge L.L.C., filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Utah Case Nos.
11-32259, 11-32261, and 11-32264) on Aug. 22, 2011.  The cases are
jointly administered under KTIA's case.  Steven J. McCardell,
Esq., and Kenneth L. Cannon II, Esq., at Durham Jones & Pinegar,
in Salt Lake City, serve as the Debtors' counsel.  Each of the
Debtors estimated assets and debts of $10 million to $50 million.
Korea Technology disclosed $35,246,360 in assets and $38,751,528
in liabilities as of the Chapter 11 filing.

Proofs of claim are due by Oct. 15 and government proofs of claim
are due by Feb. 18, 2012.


L-3 COMMS: Fitch Affirm Rating on Sr. Subordinated Debt at 'BB+'
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB-' Issuer Default Ratings (IDR)
and debt ratings for L-3 Communications Holdings, Inc. (L-3) and
L-3 Communications Corporation.  The Rating Outlook is Stable.
Approximately $4.1 billion of outstanding debt is covered by these
ratings.  The senior subordinated ratings remain one notch below
L-3's IDR and senior unsecured debt due to contractual
subordination.

Key factors that support the ratings include L-3's solid credit
metrics, liquidity position, and Fitch's expectation of steady
operating margins and substantial free cash flow (FCF; cash from
operations less capital expenditures and dividends) which totaled
$1 billion for the last 12 months (LTM) ended July 1, 2011.  Other
positive factors include high levels of defense spending; L-3's
diverse portfolio of products and services that are in line with
the Department of Defense (DoD) requirements; and a balanced
contract mix.

Fitch's concerns include L-3's cash deployment strategy, which
includes a focus on acquisitions and share repurchases; Fitch's
expectation that L-3's credit metrics will slightly deteriorate
following the completion of the previously announced spin-off of a
part of its Government Services businesses; and U.S. government
budget deficits and the potential impact on defense spending after
fiscal year (FY) 2012.  Fitch's other concerns include the
underfunded pension position totaling $780 million (67% funded
status) as of Dec. 31, 2010, most of which will stay with L-3
after the spin-off.  The longer-term outlook for supplemental DoD
budgets related to operations in Iraq and Afghanistan remain a
modest concern, but will lessen because of the amount of related
revenues that will be a part of the spin-off.

Future Rating Actions:

Fitch may consider a positive rating action should L-3 improve
its credit profile by moderating its acquisition and shareholder
friendly cash deployment strategies in the form of share
repurchases and dividends.  A negative rating action may be
considered if L-3 completes a large debt-funded acquisition which
results in weakening of L-3's credit profile.  A negative action
is also possible should there be a dramatic change in U.S. defense
spending policies.

Announced Spin-off:

On July 28, 2011, L-3 announced plans to spin-off a part of its
Government Services segment.  Fitch believes the spin-off will be
neutral to L-3's ratings despite a modest deterioration in the pro
forma credit metrics.  L-3 could receive a sizable dividend from
the transaction, and some concerns about exposure to declining DoD
supplemental budgets will be lessened.  The spin-off, to be named
Engility, represents approximately $2 billion of estimated 2011
revenues or approximately 55% of the Government Services segment,
and the transaction should be completed in the first half of 2012.

Engility's business is expected to account for less than 13% of L
3's revenues and approximately 9%-11% of EBITDA and FCF in 2011.
Although Fitch expects a slight deterioration of L-3's credit
metrics after the spin-off, the company's credit profile will
still be solid for the existing 'BBB-' rating, with leverage
(gross debt to EBITDA) estimated to be in the range of 2.1 times
(x) - 2.3x compared to leverage of approximately 1.9x as of July
1, 2010.  The deterioration in leverage is expected to be offset
by an increase in liquidity as L-3 will receive a cash
distribution which the company initially estimates could be in the
$500 million to $650 million range.

Liquidity:

The company's liquidity as of July 1, 2011 was $1.5 billion,
consisting of $989 million of credit facility availability
(expiring in October 2012) and $548 million in cash and short-term
investments.  The company has no debt maturities from 2011 to
2014. The next material debt maturity is $1 billion in 2015.

Leverage:

L-3's leverage for the LTM at the end of the first half 2011 was
approximately 1.9x. As of Dec. 31, 2010, L-3's leverage was 1.9x
compared to 2.0x and 2.3x in 2009 and 2008, respectively.
Interest coverage increased from 7.5x in 2009 to 8.2x in 2010 due
to 5.7% growth in EBITDA as EBITDA margins rose in 2010 to 14.1%
from 13.4% in 2009.  Fitch expects leverage to slightly increase
in 2012, following the spin-off of Engility, however, the
company's credit metrics will remain solid for the ratings.

Cash Flows:

L-3 has generated strong FCF through strong operating performance,
working capital management, and acquisitions.  In the LTM, ending
in the second quarter of 2011, the company generated $1 billion of
FCF.  L-3 also reported $1.1 billion FCF in both 2010 and 2009. L
3's FCF benefits from low capital expenditures as a percentage of
sales; it has averaged 1.3% of sales between 2006 and 2010.  Fitch
expects 2011 FCF after dividends to be approximately $1.1 billion.

Cash Deployment:

Historically, the company has directed cash to acquisitions, share
repurchases and dividends. Fitch's rating and Outlook incorporate
Fitch's expectations of small- to medium-sized acquisitions and
meaningful cash deployment toward shareholders which totaled
approximately $541 million in the first half of 2011 with $15
million utilized for acquisitions, $429 million for share
repurchases and $97 million in dividend payments. Fitch expects to
see a total of $800 million and $190 million spent on share
repurchases and dividends in 2011, respectively.

Over the past three years, L-3 contributed $415 million to its
pension plans, with $186 million contributed in 2010.  The company
expects to contribute approximately $185 million to its pension
plans in 2011.  Fitch does not expect to see debt reduction become
a priority for L-3, although the company has indicated it is
committed to maintaining its investment grade credit rating.

Pension Analysis:

At the end of 2010, L-3's pension plan was 67% funded, or $780
million underfunded.  Its other post-employment benefit (OPEB)
plan is small (only $203 million benefit obligation) and was
underfunded by $164 million.  Fitch considers future pension
contributions to be manageable due to strong FCF.

Defense Spending:

L-3 generated 83.4% of its revenues in 2010 from the U.S.
Government including 76.1% from the DoD, and the company is highly
exposed to the DoD budget.  High levels of defense spending
currently support L-3's ratings, however, the DoD budget is highly
uncertain after FY2012 because of large U.S. government budget
deficits and their potential impact on defense spending.

The FY2012 DOD budget request earlier this year showed continued
growth in the base budget (excluding war spending), but there are
recent indications that the actual budget enacted could be flat
compared to FY2011. There have been several deficit reduction
plans proposed this year for spending beyond FY2012, most of which
include $350 billion -$400 billion of reduced DoD growth over 10
11 years.  The potential for up to $600 billion of additional
automatic cuts to security expenditures as part of the recent
Budget Control Act of 2011 adds to the spending uncertainty.

Fitch estimates that $350 billion-$400 billion of reductions over
10-11 years would reduce DoD base spending by several percentage
points on an inflation-adjusted basis, a level Fitch believes
would not affect L-3's credit quality unless its cash deployment
policies became more aggressive.

Additional cuts well beyond the $350 billion-$400 billion level
could affect L-3's credit profile, but the actual impact would
depend on the timing and magnitude of the cuts, as well as the
amount of growth realized in non-US markets.  If cuts were spread
out or weighted toward the end of the period, L-3 would likely
have time to adjust its cost base to the lower revenue levels.  In
addition, L-3 is well positioned to reduce its debt and pension
obligations if necessary to maintain its investment grade credit
rating.

Fitch affirms L-3's ratings as follows:

L-3 Communications Holdings, Inc.

  -- Issuer Default Rating (IDR) at 'BBB-';
  -- Contingent convertible subordinated notes at 'BB+'.

L-3 Communications Corporation

  -- IDR 'BBB-';
  -- Senior unsecured notes at 'BBB-';
  -- Senior unsecured revolving credit facility at 'BBB-';
  -- Senior subordinated debt at 'BB+'.


LACKAWANNA COUNTY: Moody's Cuts General Obligation Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Baa1 the
rating on Lackawanna County's (PA) $202.7 million of outstanding
general obligation bonds. The rating remains under review for
downgrade or withdrawal. The county's outstanding general
obligation bonds are secured by an unlimited property tax pledge.

SUMMARY RATING RATIONALE

The downgrade to Ba3 from Baa1 reflects significant and rapid
deterioration in the county's financial position, resulting in
growing fiscal distress that will require deficit financing to
cure a steeply growing negative General Fund balance following
several years of persistent operating deficits. The county faces
additional risk in its ability to refinance outstanding general
obligation tax and revenue anticipation notes (TRANs) maturing in
December 2011 requiring market access to secure deficit financing
necessary for repayment of the TRANs. Moody's ongoing review will
focus on the viability of the county's deficit recovery plan, the
sizeable near-term deficit finance borrowing, as well as
management's success in attaining revenue increases and
expenditure cuts. The review will also focus on the county's
ability to manage counterparty and liquidity risks related to its
single remaining series of variable rate demand bonds and
associated basis swap.

Moody's is also reviewing the county's rating for possible
withdrawal due to insufficient information, given a history of
delayed financial reporting and inaccurate estimates, including
severe negative discrepancies between county unaudited reporting
of its fiscal 2009 results and audited financial statements
released in late July 2011. The county expects to release its
fiscal 2010 audited financial statements in October; further delay
in the audited results, or inability of the county to verify cash
balances as the TRAN repayment date rapidly approaches, is likely
to result in Moody's withdrawal of the rating due to lack of
information.

STRENGTHS:

- Large and diverse $8.7 billion tax base

- Wealth levels that approximate the national averages

CHALLENGES:

- Strained financial condition reflected in negative General Fund
  balance

- Persistent, multi-year trend of structural imbalance

- Weak near-term liquidity position

- Above-average debt burden and debt servicing costs

- Execution challenges of deficit recovery plan and near-term note
  maturity

WHAT COULD MOVE THE RATING - UP (Unlikely given the review for
possible downgrade):

- Stabilization of the county's financial position and achievement
  of structural balance

- Steady and sustained improvement in the county's reserve and
  liquidity position

- Ending reliance on one-time revenue sources and improved
  financial reporting

WHAT COULD MOVE THE RATING -- DOWN:

- Inability to secure deficit funding necessary to repay cash flow
  borrowing

- Failure to stabilize the county's financial position and achieve
  structural balance

- Failure to mitigate significant expenditure pressures and
  generate higher recurring revenues

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


LEHMAN BROTHERS: Former Exces Look to Settle California Lawsuit
---------------------------------------------------------------
Daily Bankruptcy Review reports that Former Chief Executive Dick
Fuld and other ex-Lehman Brothers Holdings Inc. executives struck
a deal to settle securities fraud lawsuit brought by six
California municipalities who pumped $35 million into the
investment bank in the two years leading up to its failure.

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LIBBEY INC: Won't Renew Exec. Officers' Employment Agreements
-------------------------------------------------------------
Pursuant to the terms of the Amended and Restated Employment
Agreements, dated as of Dec. 31, 2008, between Libbey Inc. and
certain individuals, including Gregory T. Geswein, Daniel P.
Ibele, Richard I. Reynolds and Roberto B. Rubio, the Company
provided notice of non-renewal of the Employment Agreements, and,
consequently, the term of the Employment Agreements will expire on
Dec. 31, 2011.

In addition, on Sept. 22, 2011, pursuant to the terms of the
amended and restated change in control agreements, dated as of
Dec. 31, 2008, between the Company and certain individuals,
including the Named Executive Officers, the Company provided
notice of non-renewal of the Change in Control Agreements, and,
consequently, the term of the Change in Control Agreements will
expire on Dec. 31, 2011.

The Company intends to enter into a new form of employment
agreement, which will include change in control provisions, with
those officers of the Company who are currently parties to the
Employment Agreements, including the Named Executive Officers, and
a new form of change in control agreement with those individuals
who are currently parties to the Change in Control Agreements, but
are not parties to the Employment Agreements.  The new employment
agreements and change in control agreements will be effective
Jan. 1, 2012.

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

The Company's balance sheet at June 30, 2011, showed $815.25
million in total assets, $767.39 million in total liabilities and
$47.85 million in total shareholders' equity.

                           *     *     *

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.

As reported by the TCR on Aug. 9, 2011, Standard & Poor's Ratings
Services raised its corporate and senior secured debt ratings on
Toledo, Ohio-based Libbey Inc. to 'B+' from 'B'.  The rating
outlook is stable.  "The upgrade and stable outlook reflect our
belief that Libbey will sustain its improved profitability and
credit measures and maintain its adequate liquidity position,"
said Standard & Poor's credit analyst Rick Joy.


LOS ANGELES DODGERS: Fox Files Lawsuit to Block TV Rights Sale
--------------------------------------------------------------
Fox Sports moved to upend the Los Angeles Dodgers' plan to sell
the team's future broadcast rights to pay off creditors.

Fox Sports Net West 2 LLC, which operates as FSN Prime Ticket,
launched an adversary proceeding against the Major League Baseball
team seeking an injunction under the terms of a 2001 telecast
rights agreement, According to Bankruptcy Law360.

The Dodgers also asked a Delaware bankruptcy judge to postpone a
hearing on a motion by Major League Baseball aimed at forcing a
sale of the team, Randall Chase at The Associated Press reports.

In asking for an Oct. 12 hearing on their motion to end the
Debtors' exclusive rights to propose a plan, MLB league attorneys
said Mr. McCourt was driving the team to destruction and using the
Chapter 11 case to try to resolve his own personal financial
problems.  They simultaneously filed court papers seeking to
disqualify the Dodgers' bankruptcy attorneys, saying they have
been working to advance the interests of McCourt instead of the
interests of the team, the report relates.

The report says attorneys for the Dodgers fired back, accusing the
league of engaging in "heavy handed" and "abusive" litigation
tactics to try to cripple the team's reorganization efforts, which
center on an auction of the television rights to future games.

The Dodgers' attorneys asked the judge to hold a telephone
conference Sept. 28, 2011, on their request to postpone a hearing
on the league's motion to force a sale.  They argued that the
hearing should be delayed until after the judge hears arguments on
MLB's motion to disqualify the Dodgers attorneys and after the
team gets the information it needs from the league to challenge
the arguments MLB is making in trying to force a sale.

The report says Bruce Bennett, Esq., an attorney for the Dodgers,
said the team has been trying to work cooperatively with the
league, including in filing its motion for approval of a media
rights sale process. That motion is also scheduled to be heard at
the Oct. 12 hearing.

                           TV Rights Sale

Bud Selig, the commissioner of Major League Baseball, filed a
request to disqualify Dodgers' two law firms -- Dewey & LeBoeuf
LLP and Young Conaway Stargatt & Taylor LLP -- due to conflict of
interest.  In addition, he wants the right to file a Chapter 11
plan and sell the team out from underneath the current owner,
Frank McCourt, whom he characterizes as "cash strapped."  Both
requests are scheduled for hearing on Oct. 12, the same day the
team has a motion on the bankruptcy court's calendar to sell
broadcast rights for the 2014 season and beyond.

The Los Angeles Dodgers baseball club announced mid-September
that the team is abandoning the pre-bankruptcy agreement for a 14
year extension of the existing television rights contract with Fox
Entertainment Group Inc.  The Debtors are asking permission from
the court to auction rights to broadcast 150 games beginning with
the 2014 season.

Mr. Selig is asking the bankruptcy court to force Los Angeles
Dodgers Inc. owner Frank McCourt to sell the team, saying Mr.
McCourt's plan to keep the team and raise money by auctioning
television rights would harm all MLB clubs.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
listed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC listed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.  Deloitte & Touche LLP serve as
independent auditors.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

Ticket holders are seeking the appointment of their own committee.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LOS ANGELES DODGERS: Asks for Delay on MLB Plea vs. Exclusivity
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Los Angeles Dodgers baseball club is asking the
bankruptcy judge to delay a hearing on the motion by Major League
Baseball Commissioner Bud Selig for permission to file a Chapter
11 plan so the team could be sold out from underneath the current
owner, Frank McCourt.  Mr. Selig filed two motions on Sept. 23,
the first to end the team's exclusive right to file a plan and the
second to disqualify the two law firms representing the Dodgers.

The report relates that on Sept. 27, the team responded with a
request to delay the exclusivity motion until 60 days after he
rules on whether the laws firms should be disqualified.
Currently, the commissioner's motions are both on the bankruptcy
court calendar for hearing on Oct. 12.  The team says they need
time to perform an investigation into the commissioner's grounds
for attempting to end the Dodgers' plan-filing exclusivity.

According to the report, turning the tables on the commissioner,
the team intends on investigating whether Mr. Selig was in good
faith when he says he would disapprove any sale of television
broadcasting rights beginning with the 2014 season.  Similarly,
the Dodgers intend to investigate whether the commissioner
violated the team's rights when he nixed an extension of the
television agreement before the Chapter 11 filing.

The Dodgers, the report discloses, also want time to investigate
whether the commissioner is correct in contending that the
existing franchise with Major League Baseball is incapable of
being assumed on account of breaches that allegedly can't be
cured.

In mid-September the team filed papers designed to set up an
auction and sale procedure for telecasting rights beginning in
2014.  The hearing on the sale-procedure motion is set for
Oct. 12, the same day when the commissioner has his motions on
the calendar to end exclusivity and disqualify the team's two
law firms, Dewey & LeBoeuf LLP and Young Conaway Stargatt &
Taylor LLP.

                   About the Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
listed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC listed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

Ticket holders are seeking the appointment of their own committee.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LOWER BUCKS: Amends Plan, Bondholders to Recover 35% of Claims
--------------------------------------------------------------
Lower Bucks Hospital and Lower Bucks Health Enterprises, Inc.,
filed with the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania a first amended plan of reorganization and an
accompanying disclosure statement on Sept. 27.

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

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

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

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

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

                   About Lower Bucks Hospital

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

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


M3 ENERGY: North American Resumes Operations at Gem #2 Mine
-----------------------------------------------------------
North American Gem Inc. reports that it has resumed mining
operations at the North American Gem #2 Mine.  Reclamation and
production equipment is currently being mobilized to the mine
site.

Under an Agreed Order with the U.S. Bankruptcy Court, NAG has
recently been granted relief to replace M3 Energy Resources, LLC,
who were listed as operators at the North American Gem #2 Mine in
December 2010.

"We are pleased to finally be able to move past the operating
complications that were inhibiting production at the North
American Gem #2 Mine," stated Charles Desjardins, President of
North American Gem Inc.  "We are looking forward to concentrating
on maximizing the Company's assets in Kentucky."

North American Gem Inc. is a Junior Exploration Company based in
Western Canada.  The Company's primary goal is to explore for Coal
in North America, currently the focus is in Kentucky,
Saskatchewan, and West Virginia.  In addition to Coal exploration,
the Company also has interests in Uranium, Copper, Gold,
Molybdenum and other base metals in Canada.

M3 Energy Resources LLC filed for Chapter 11 protection (Bankr.
E.D. Ky. Case No. 11-60480) on March 31, 2011, in London,
Kentucky.  M3, based in San Diego, produces coal near Manchester,
Kentucky.  It was formed in July through asset acquisitions from
four sellers.


M WAIKIKI: Marriott Supports Panel's Cash Collateral Objection
--------------------------------------------------------------
Marriott Hotel Services, Inc., a creditor of M Waikiki LLC
notifies the U.S. Bankruptcy Court for the District of Hawaii
that it joins in the Official Committee of Unsecured Creditors'
objection to Debtor's emergency motion for authorization to obtain
postpetition secured indebtedness.

As reported in the Troubled Company Reporter on Sept. 28, 2011,
the Official Committee of Unsecured Creditors opposed the Debtor's
motion for postpetition financing.  The Committee said, among
others, that the Debtor's unsecured creditors will benefit little
if at all, and "face the daunting prospect of being primed by an
ever increasing DIP Facility that will undoubtedly be required to
finance this case even for the short term."

A copy of the Committee's opposition to the Debtor's motion is
available for free at:

         http://bankrupt.com/misc/mwaikiki.dktno.103.pdf

Marriot relates that the Debtor, in its DIP Motion, failed to make
the requisite evidentiary showing under Section 364 of the
Bankruptcy Code that, among other things, it was unable to obtain
alternative sources of postpetition financing on more favorable
terms.

Marriott also seeks clarification with respect to the replacement
liens, the Debtor seeks to grant to the Indenture trustee and the
subordinated lender in connection with Debtor's proposed use of
cash collateral.

Marriott requests that the Court continue the final hearing so
that Marriott and other creditors will have an opportunity to
conduct discovery with respect to the issues disputed herein, or,
in the alternative, condition the approval of the DIP Motion.

According to the minutes of hearing held on Sept. 26, 2011:

   -- the Court, at Marriott's request and agreed to by the
   Debtor's counsel, moved the Oct. 3 hearing to Oct. 5, with
   briefing schedule to move with the new hearing date; and

   -- the hearing on the Debtor's request for authority to pay
   prepetition GE taxes and transient accommodation taxes is
   continued until Oct. 13, at 2:00 p.m., pursuant to an
   agreement.

                         About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley, LLP, in Dallas; and Simon Klevansky, Esq.,
Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at Klevansky
Piper, LLP, in Honolulu, Hawaii, represent the Debtor.   The
Debtor estimated $100 million to $500 million in both assets and
debts.

Modern Management is represented by Christopher J. Muzzi, Esq., at
Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.

The Official Committee of Unsecured Creditors retained Wagner Choi
& Verbrugge as its counsel.


MANISTIQUE PAPERS: Court Approves Tilly Virchow as Accountant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Manistique Papers Inc. to employ Baker Tilly Virchow Krause, LLC,
as its accountant.

As reported in the Troubled Company Reporter on Sept. 21, 2011,
the Debtor needs Baker Till to:

   -- work with the Debtor on preparation of tax returns and
      related materials;

   -- assist the Debtor in connection with any audits;

   -- advise the Debtor in connection with valuation of its
      assets; and

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

The Debtor disclosed that it last paid Baker Tilly $1,500 in
connection with its work.  The Debtor says it is not indebted to
Baker Tilly for any prepetition work; however, Baker Tilly has
performed $6,596 of work which remains in progress and will come
due in the course of the Debtor's bankruptcy case.

Baker Tilly will charge the Debtor for its consulting services on
an hourly basis in accordance with its ordinary and customary
hourly rates in effect on the date that the services are rendered.
Baker Tilly employees bill their services at rates currently
ranging from $125 to $310 per hour.  The hourly rate of Chad
O'Brien and William Wong, who will serve as the principals on this
engagement, is $310.  In addition, the Debtor asks that approval
to reimburse Baker Tilly for its out-of-pocket expenses for
rendering its services.

The Debtor asserted that Baker Tilly is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  Manistique Papers filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.
Daniel B. Butz, Esq., and Eric D. Schwartz, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, serves as the Debtor's bankruptcy
counsel.  Manistique Papers estimated assets of $10 million to
$50 million and debts of $50 million to $100 million in its
Chapter 11 petition.


MANISTIQUE PAPERS: Committee Taps Ashby & Geddes as Del. Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Manistique Papers
Inc. asks the U.S. Bankruptcy Court for the District of Delaware
for permission to retain Ashby & Geddes P.A. as its Delaware
counsel.

The firm will charge the Debtor's estates based on the hourly
rates of its professionals:

  Professional           Position        Hourly Rate
  ------------           --------        -----------
  William P. Bowden      Member          $620
  Amanda M. Winfree      Associate       $375
  Leigh-Anne M. Raport   Associate       $290
  Cathie McCloskey       Paralegal       $180

The Committee assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  Manistique Papers filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.
Daniel B. Butz, Esq., and Eric D. Schwartz, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, serves as the Debtor's bankruptcy
counsel.  Manistique Papers estimated assets of $10 million to
$50 million and debts of $50 million to $100 million in its
Chapter 11 petition.


MANISTIQUE PAPERS: Court Okays Vector Consulting as Fin'l Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Manistique Papers Inc. to employ Vector Consulting, L.L.C., as its
financial advisor.

As the Debtor's financial advisor, Vector Consulting will:

   (a) assist the Debtor in preparation of cash flow and financial
       projections;

   (b) advise the Debtor in connection with any disposition of its
       assets;

   (c) advise the Debtor with respect to its financial
       relationship with creditors; and

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

The Debtor will pay Michael Baratta, who will serve as the
principal on this engagement, his hourly rate of $285.  The Debtor
will also reimburse Vector Consulting for expenses incurred.

The Debtor disclosed that it paid Vector Consulting a prepetition
retainer of $18,000 for consulting services in connection with
the Chapter 11 case.  In August 2011, Vector Consulting returned
$13,317 of the advance after an invoice totaling $4,682 for
payment of services rendered and expenses incurred up to the
Petition Date.  The Debtor has also paid Vector Consulting after
the Petition Date $13,317.

Mr. Baratta insisted that Vector Consulting is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code.

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  Manistique Papers filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.
Daniel B. Butz, Esq., and Eric D. Schwartz, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, serves as the Debtor's bankruptcy
counsel.  Manistique Papers estimated assets of $10 million to
$50 million and debts of $50 million to $100 million in its
Chapter 11 petition.


MANISTIQUE PAPERS: Seeks Permission to Access $5-Mil. DIP Loan
--------------------------------------------------------------
Manistique Papers, Inc., seeks permission from the U.S. Bankruptcy
Court for the District of Delaware to enter into a first priority
senior secured multiple draw term credit facility in an aggregate
principal amount of $5 million, bearing an interest rate of The
Wall Street Journal Prime Rate, plus 1.00%.

The DIP loan will be provided by mBank, with participation by the
State of Michigan's Michigan Strategic Fund.  Upon interim
authority from the Court, the Debtor is entitled to draw up to $2
million under the DIP Facility and the remaining amounts available
upon final authority from the Court.

The DIP Lender will be granted postpetition first priority liens
on unencumbered assets of the Debtor, priming liens on collateral
securing the Debtor's $1.1 million Prepetition Loan from RBS
Citizens National Association, and superpriority administrative
expense claims.

The Debtor tells the Court that it needs the DIP financing to
prevent the conversion of its bankruptcy case to Chapter 7, and to
fund a restart of its manufacturing operations.  Without the DIP
Facility, the Debtor does not have access to sufficient capital to
operate.

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  Manistique Papers filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.
Daniel B. Butz, Esq., and Eric D. Schwartz, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, and Timothy F. Nixon, Esq., and
Carla O. Andres, Esq., at Godfrey & Kahn, S.C., serve as the
Debtor's bankruptcy counsel.  Manistique Papers estimated assets
of $10 million to $50 million and debts of $50 million to $100
million in its Chapter 11 petition.


MANISTIQUE PAPERS: Has Authority to Use Cash Collateral
-------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Manistique Papers, Inc., to use cash
collateral securing its prepetition indebtedness.

The Debtor will make interest payments calculated at the highest
stated Wall Street Journal prime rate plus 1% (with a floor of
4.25%) calculated based on actual/360-day year.

A full-text copy of the Cash Collateral Order is available for
free at http://ResearchArchives.com/t/s?7712

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  Manistique Papers filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.
Daniel B. Butz, Esq., and Eric D. Schwartz, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, and Timothy F. Nixon, Esq., and
Carla O. Andres, Esq., at Godfrey & Kahn, S.C., serve as the
Debtor's bankruptcy counsel.  Manistique Papers estimated assets
of $10 million to $50 million and debts of $50 million to $100
million in its Chapter 11 petition.


MICROSEMI CORP: Moody's Lowers CFR to 'Ba2'; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded Microsemi Corporation's
Corporate Family (CFR) and existing senior secured credit
facilities ratings to Ba2 from Ba1, the Probability of Default
Rating (PDR) to Ba3 from Ba2 and the Speculative Grade Liquidity
Rating to SGL-2 from SGL-1. The rating outlook is stable.

RATINGS RATIONALE

The rating revision to Ba2 primarily reflects Microsemi's more
aggressive use of debt to pursue a comparatively large-sized
acquisition. Microsemi's financial risk profile has increased,
reflected by the company's willingness to aggressively use debt to
acquire all of the outstanding shares of Zarlink Semiconductor
Inc. ("Zarlink") for approximately $617 million (includes
Zarlink's cash of about $107 million). Microsemi will fund the
$617 million purchase price ($510 million, net of Zarlink's cash)
by upsizing its existing term loan to $800 million (from $375
million) and using about half of its cash. Moody's estimates
Microsemi's pro forma total debt to EBITDA (Moody's adjusted) will
increase to roughly 4.2x (from 2.5x as of July 3, 2011), which
should then decline to the 3.5x level by the end of fiscal 2012
from expansion in Microsemi's EBITDA.

Zarlink's products are complementary to Micorsemi's portfolio and
diversify its product offering in timing and synchronization
semiconductors for wireless communication networks as well as
wireless medical devices.

Nonetheless, Microsemi is adding $425 million of debt to finance
the Zarlink purchase, very shortly after incurring $375 million of
debt to purchase Actel last November. The company seems to have
effectively met its financial targets for the Actel acquisition
and the integration appears to be progressing on plan. However,
Zarlink occupies different end markets and is somewhat larger,
which could make its integration more complex. Moody's believes
Microsemi could seek other sizable targets to expand into higher
growth semiconductor end markets, which may result in future debt
funded acquisitions and increased integration risk. Prior to
Zarlink and Actel (which together will more than double
Microsemi's revenue base), most of Microsemi's acquisitions were
relatively small and funded entirely with cash, which facilitated
a debt-free balance sheet. The Ba2 rating level reflects
Microsemi's revised acquisition and financing strategy, along with
the competitive challenges and volatility associated with the
semiconductor business.

Microsemi's Ba2 CFR takes into account the company's strong market
position across its high-performance analog (HPA) and mixed-signal
portfolio, plus its high-margin business model and robust cash
flow generation from its mostly fabless operating model. Microsemi
focuses on long product life-cycle HPA semiconductors, and has
well-diversified IC portfolio in which the company is the only (or
principal) supplier.

The stable rating outlook reflects Microsemi's increasing end
market diversification, and Moody's expectation that the company
will continue to move up the value chain by increasing board-level
and system-level IC content in its customers' electronic system
platforms.

The revision of the Speculative Grade Liquidity Rating to SGL-2 is
driven by a relatively modest amount of committed bank revolver, a
$50 million revolving credit facility maturing 2015. The revolver
is small relative to potential seasonal working capital needs
given the company's increasing size. The SGL-2 is supported by
Moody's expectation of free cash flow generation in the range of
$80 to $100 million over the next twelve months and cash balances
of at least $150 million.

It is unlikely Microsemi's ratings could be upgraded over the
near-to-intermediate term given the company's increasingly
aggressive financial posture. However, longer-term an upgrade
could occur if Microsemi exhibited more prudent financial policies
(i.e., avoided debt-funded acquisitions) combined with free cash
flow to debt (Moody's adjusted) of at least 20% and adjusted total
debt to EBITDA below 2.5x on a sustained basis.

Ratings could be downgraded if Microsemi experienced market share
erosion, revenue contraction or average selling price pressure as
a result of loss of technological leadership, integration
challenges from acquisitions, as well as reduced profitability
resulting in adjusted EBITDA margins below 20% on a sustained
basis. Adjusted free cash flow to debt below 10% or adjusted total
debt to EBITDA above 4x for an extended episode could also result
in negative ratings pressure.

Rating Actions:

Corporate Family Rating to Ba2 from Ba1

Probability of Default Rating to Ba3 from Ba2

$50 Million Senior Secured Revolver due November 2015 to Ba2 (LGD
3, 34%) from Ba1 (LGD-3, 32%)

$800 Million Senior Secured Term Loan B due February 2018 to Ba2
(LGD-3, 34%) from Ba1 (LGD-3, 32%)

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

Microsemi upsized its term loan to $800 million (from $375
million) and extended the maturity three months to February 2018
(from November 2017). Term loan proceeds will be used to finance
the purchase of Canadian-based Zarlink for $617 million. With LTM
6/30/2011 revenues and EBITDA of $227 million and $38 million,
respectively, Zarlink supplies chips to the wireless
communications network and medical markets. The assigned ratings
are subject to review of final documentation and no material
change in the terms and conditions of the transaction as advised
to Moody's.

The principal methodology used in rating Microsemi Corporation was
the Global Semiconductor Industry Methodology published in
November 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 (and/or) the Government-Related
Issuers methodology published in July 2010.

Microsemi, headquartered in Aliso Viejo, CA, is a global supplier
of high-performance analog (HPA) and mixed signal integrated
circuits as well as high-reliability discrete semiconductors
targeted to the defense & security, aerospace, enterprise &
communication and industrial & alternative energy end markets.
Revenues and EBITDA (Moody's adjusted) for the twelve months ended
July 3, 2011 were $760 million and $167 million, respectively.


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

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

The firm's rates are:

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

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

                  About Nebraska Book Company

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

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

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

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

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


NEUROLOGIX INC: Extends M. During Consulting Pact to 2012
---------------------------------------------------------
Neurologix, Inc., on Sept. 26, 2011, entered into a letter
agreement with Matthew J. During, M.D., D.Sc.  The Letter
Agreement amends that certain Consulting Agreement, dated as of
Oct. 1, 1999, by and between the Company and During, as amended.
The Letter Agreement extends the term of the Consulting Agreement
from Sept. 30, 2011, to Sept. 30, 2012.  Dr. During is one of the
Company's scientific co-founders and a member of its Scientific
Advisory Board.

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

                        http://is.gd/ZG4ARL

                       About Neurologix, Inc.

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

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

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

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


NEWFIELD EXPLORATION: Moody's Assigns Ba1 Rating to Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the $500
million of senior notes being offered by Newfield Exploration
Company (Newfield). The proceeds of the note offering are expected
to be used to initially pay down a portion of the debt outstanding
under the company's senior unsecured credit agreement. In
addition, Moody's affirmed the Corporate Family Rating of Ba1, the
Probability of Default Rating of Ba1, and the senior subordinated
note rating of Ba2. A Speculative Grade Liquidity Rating of SGL-2
was assigned. The rating outlook remains stable.

RATING RATIONALE

Newfield's credit fundamentals remain unchanged after the senior
note offering. The company has a good mix of producing properties,
low-risk development locations, and exploration potential. The
company is positioned for sustained organic growth supported by a
diverse portfolio of investment opportunities. The transition to
becoming a more oily company appears to be on track although cost
inflation in 2011 has contributed to weaker operating margins than
what was originally anticipated.

In addition, debt financed investments have out-paced production
increases in the first half of 2011, which has led to an increase
in debt to proved developed reserves and debt to average daily
production. As of June 30, 2011, the ratio of debt to proved
developed reserves stood at $8.40 per BOE and debt to average
daily production totaled $23,100 per BOE. However, Moody's expects
this increase in leverage to be temporary and should reverse once
the drilling results for 2011 begin to get reflected in Newfield's
reported production and in reserve bookings.

"Overall, we believe Newfield's credit position continues to
improve," said Stuart Miller, Moody's Vice President - Senior
Analyst. "However, a material increase in scale, or a meaningful
reduction in leverage is necessary before we believe Newfield
merits a rating upgrade from its current level."

While Newfield's credit is on an improving trend, Moody's stable
outlook reflects an expectation that its leverage and scale will
likely not improve sufficiently to warrant a rating upgrade in the
next 12 to 18 months. Given the scale of Newfield, a positive
rating action would require leverage below $6 per BOE of proved
developed reserves and debt to average daily production under
$17,000 per BOE. A negative rating action is possible if debt to
average daily production approaches $30,000 per BOE or debt to
proved developed reserves increases to $11 per BOE.

To arrive at the Ba1 rating for the new notes, Moody's elected to
override Moody's Loss Given Default Methodology which would assign
a Baa3 rating to the senior notes driven by the credit support
provided by the company's existing senior subordinated notes.
However, over time Moody's believes that Newfield will refinance
the senior subordinated notes with senior notes eliminating this
credit support. Therefore, looking forward, Moody's believes it is
more appropriate to assign a Ba1 rating to the senior notes, a
level that is consistent with Newfield's Corporate Family Rating.

Newfield has good liquidity, and therefore Moody's has assigned a
Speculative Grade Liquidity Rating of SGL-2. Moody's expects
Newfield to fund most, if not all, of its capital expenditures out
of internally generated cash flow through mid-2012. Asset sales
and availability under a $1.25 billion unsecured revolving credit
facility, estimated to be at least $675 million after the senior
note offering, could be used to cover any shortfall.

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

Newfield Exploration Company is based in The Woodlands, Texas.


NEWFIELD EXPLORATION: S&P Assigns Rating to Sr. Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating (same as the corporate credit rating) to Newfield
Exploration Co.'s proposed $500 million senior unsecured
notes due 2022.

The notes will be senior to the company's existing senior
subordinated notes, but will be structurally subordinated to all
obligations at the subsidiary level. "Newfield's subsidiaries
currently carry no debt, and we do not believe their priority
liabilities (primarily trade receivables) create a material
disadvantage for the issuer," S&P stated.

Newfield plans to use proceeds from the proposed notes offering to
partially repay outstanding balances under its revolving credit
facility. As of June 30, 2011, the company had $720 million drawn
on its revolver.

The 'BBB-' corporate credit rating and stable outlook on Houston
based crude oil and natural gas exploration and production company
Newfield reflect the company's intermediate financial profile and
satisfactory business profile. "The ratings also reflect our view
that natural gas prices will remain weak over the next six to 12
months because of the significant growth in supply combined with
flat demand. For the complete corporate credit rating rationale,
see our full analysis on Newfield published June 30, 2011," S&P
stated.

Ratings List
Newfield Exploration Co.
Corporate Credit Rating           BBB-/Stable/--
Subordinated                      BB+

New Rating
$500 mil sr unsecd nts due 2022  BBB-


NEWLEAD HOLDINGS: Engages in Constructive Dialogue With Lenders
---------------------------------------------------------------
Given the "going concern" considerations, NewLead Holdings Ltd.
has commenced efforts to restructure our debt and capital
structure.  NewLead is engaged in a constructive dialogue with its
lenders aimed at developing a plan to improve the Company's
liquidity and operating flexibility while developing a sustainable
capital structure in view of the prolonged challenging market
conditions.  The Company appointed Moelis & Company and Fried,
Frank, Harris, Shriver & Jacobson LLP as its advisors to assist in
this restructuring process.

The Company is seeking waivers from its lenders to various
restrictive covenants and an agreement that they will forbear from
exercising remedies under their respective debt arrangements. The
Company is optimistic that it will reach an agreement with its
lenders on the waivers of defaults and on the terms of the
restructuring of the Company's indebtedness, but no assurances can
be provided that these agreements will be successfully concluded
or at all.

A full text copy of the company's financial results is available
free at:

               http://ResearchArchives.com/t/s?7710

                    About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.


NORTHCORE TECHNOLOGIES: Launches 'Discount This' Platform
---------------------------------------------------------
Northcore Technologies Inc. and Discount This Holdings Inc.
announced the launch of the Discount This social commerce
platform.

The debut of the Discount This group buying platform marks
Northcore's initial entry into the burgeoning social commerce
arena.  It also represents a significant new deployment of the
proprietary and patent protected Dutch Auction process and
associated technology.

In a market segment pioneered by companies like Groupon and Living
Social and crowded with a series of "me too" offerings, this
launch signifies an important evolution of the model.
Participants become members who are rewarded for "socializing the
deal" and will ultimately increase the value proposition for all
purchasers.  Subscribers are also able to take part in exciting
Dutch Auction events where prices descend as the deal time
expires.

"We are excited about the launch of the Discount This platform,"
said Amit Monga, CEO of Northcore Technologies.  "We consider this
a key milestone in our thrust to solidify our position as a
leading provider of social commerce environments."

Companies interested in exploring opportunities in social commerce
should contact Northcore at 416-640-0400 or 1-888-287-7467,
extension 395 or via email at GoSocial@northcore.com.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

Northcore reported a net loss for the first quarter of C$574,000.
This compares with a net loss of C$677,000 in the fourth quarter
of 2010.  In the first quarter of 2010, Northcore reported a net
loss of $713,000.

Northcore reported consolidated revenues of C$183,000 for the
first quarter, an increase of 4% over the C$176,000 reported in
the fourth quarter of 2010.  In the same period of 2010, Northcore
reported consolidated revenues of C$150,000.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."

The Company's balance sheet at June 30, 2011, showed C$1.39
million in total assets, C$1.33 million in total liabilities and
C$61,000 in total shareholders' equity.


PALM HARBOR: Plan Set for Nov. 17 Confirmation
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Palm Harbor Homes Inc. sold the assets to Fleetwood
Enterprises Inc. in April for $83.9 million and scheduled a
Nov. 17 confirmation hearing to approve a Chapter 11 plan.  The
bankruptcy court in Delaware approved the explanatory disclosure
statement on Sept. 27.  The disclosure statement projects that
holders of 3.25% convertible senior notes will recognize a
recovery between 16.7% and 21% on their $54.8 million in claims.
General unsecured creditors with $36.4 million to $47.3 million in
claims will receive an identical recovery.

BankruptcyData.com reports that Palm Harbor Homes filed with the
U.S. Bankruptcy Court a Second Amended Disclosure Statement
related to its Chapter 11 Plan of Liquidation, filed Aug. 5, 2011.

According to the Disclosure Statement, "Because substantially all
of the Debtors' assets were sold as part of the Sale Transaction
to the Purchaser, the Plan provides for the formation of the Post
Consummation Trust that will administer the Post-Consummation
Trust Assets in accordance with the terms of the Plan. The
Proponents believe that the Plan provides the best recoveries
possible for Holders of Allowed Claims and strongly recommend
that, if such Holders are entitled to vote, they vote to accept
the Plan."

                      About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/ --manufactured and marketed factory-
built homes.  The Company marketed nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to $55
million in secured financing for Palm Harbor's reorganization.


PAT & OSCAR'S: Declining Sale Cues Chapter 7 Bankruptcy Filing
--------------------------------------------------------------
Nation Restaurant News reports that Pat & Oscar's filed for
Chapter 7 bankruptcy, closing the three remaining corporate
locations on Friday.

According to the report, the San Diego area-based fast-casual
chain has struggled with declining sales for several years,
despite attempts to revive the brand, including the debut of a
new prototype location last year.

Company officials stated that management has been working very
hard to streamline operations in recent months in an attempt to
return to profitability.  "However, we discovered that, while
these efforts were important and necessary, they were not going to
be sufficient to save our parent company," the Company said.

The report notes that the Sept. 21 filing comes only two years
after Pat & Oscar's was acquired in a management buyout lead by
industry veterans John Kaufman and Tim Foley in 2009.

Pat & Oscar's -- http://www.breadstick.com/-- operates chain of
restaurants in Southern California.


PERKINS & MARIE: Court Approves Causes of Action Motion
-------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Perkins & Marie Callender's official committee of unsecured
creditors' motion for an order authorizing the committee to
initiate, prosecute and settle any claims or causes of action on
behalf of and for the benefit of the Debtors' estates against
certain parties who hold claims against the Debtors.

The Company had previously filed with the Court a response to the
motion: "Accordingly, the Debtors have no objection to the relief
requested by the Committee, and believe that it is in the best
interests of the Debtors, their creditors and estates, and within
the equitable powers of this Court, that this Court permit the
committee the relieve requested in the UCC Motion."

                  About Perkins & Marie Callender's

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.  Deloitte Tax LLPserves  as tax services provider.

DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors in the Debtors' cases.  Ropes & Gray LLP
represents the Committee.


POINT BLANK: Gores Group Cuts Offer for Body-Armor Business
-----------------------------------------------------------
The lead bidder for Point Blank Solutions Inc.'s assets is
dropping its offer by one-third after taking a closer look at the
body-armor business.

BankruptcyData.com reports that Point Blank filed with the U.S.
Bankruptcy Court an amended motion for an order approving bid
procedures for the sale of substantially all of the Debtors'
assets related to the operation of their bullet, fragmentation and
stab resistant apparel manufacturing business.

The Debtor has a deal to sell the business to Gores' Barrier
Acquisition, absent higher and better bids at an auction.

According to BankruptcyData, the material changes to the terms in
the original agreement are a reduction in the amount of the
purchase price (before working capital adjustments) from
$30 million to $20 million, a reduction of the benchmark for the
working capital adjustment from $30 million to $25 million, a
decrease in the amount of the break-up fee from $750,000 to
$500,000 and the amount of the expense reimbursement from $350,000
to $250,000 and the elimination of the requirement that the sale
order be a final order as a condition to closing of the proposed
sale.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and Brian
L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel.


POINT BLANK: Proposes to Sell Non-Bullet Proof Fabric
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Point Blank Solutions Inc. is selling 155,000 pounds
of Zylon, a fiber used to make bullet-proof vests that didn't stop
bullets.  If the bankruptcy judge in Delaware goes along with the
idea at an Oct. 12 hearing, company will sell the material to
whomever makes an acceptable offer, assuming the creditors'
committee doesn't object.  Point Blank is selling the material
"without representations or warranties of any kind."

Mr. Rochelle relates that the Company is stuck in Chapter 11 given
an inability to reach agreement with the official equity committee
on a plan. To break the log jam, Point Blank filed papers in
August for authority to sell the business for $30 million, subject
to adjustment for working capital, assuming no better offer turns
up at auction.  The so-called stalking horse buyer is an affiliate
of the Gores Group LLC from Boulder, Colorado.

The bankruptcy court originally scheduled a hearing in mid
September to consider approving bidding procedures.  The hearing
has been pushed back and is currently on the calendar for Oct. 5.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.


The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as co
counsel.


QUIGLEY CO: Asbestos Plaintiffs Pursue Pfizer for $10 Million
-------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that a law firm
for people suffering asbestos-related injuries on Wednesday asked
the Second Circuit to let them pursue about $10 million in claims
against Pfizer Inc., whose bankrupt subsidiary Quigley Co. made
asbestos-laden insulation.

Attorney Jeffrey Jonas, who represents the firm Law Offices of
Peter G. Angelos, told the appeals panel that Pfizer can be held
liable for Quigley's wrongdoing under a Pennsylvania tort law
called Section 400 that says plaintiffs can bring product
liability suits against any company that places its logo on a
defective product, Law360 relates.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s. In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection on Sept. 3,
2004 (Bankr. S.D.N.Y. Case No. 04-15739) to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.


QWEST CORP: S&P Keeps 'BB' Corp. Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to Qwest Corp.'s $950 million of
senior notes due 2021. "The '1' recovery rating indicates our
expectation for very high (90% to 100%) recovery in the event of
payment default. The company intends to use proceeds from the
notes, along with net proceeds of $557 million from its recent
issuance of notes due 2051, to redeem the $1.5 billion of notes
due 2012. Qwest Corp. is a subsidiary of Monroe, La.-based
telecommunications carrier CenturyLink Inc.," S&P said.

The long-term corporate credit rating on CenturyLink is unchanged
at 'BB' and the rating outlook remains stable. The rating reflects
significant competition in its core consumer wireline phone
business from cable telephony and wireless substitution; Standard
& Poor's expectation for continued revenue declines because of
ongoing access-line losses, which were about 7.4% annually during
the second quarter of 2011, pro forma for the Qwest acquisition;
integration risk related to the Qwest and Savvis acquisitions; and
an aggressive shareholder-oriented financial policy with a
substantial dividend payout, which limits debt reduction.

Tempering factors include a favorable market position as the
third-largest incumbent wireline carrier in the U.S., solid
operating margins and free cash flow generation, modest growth in
high-speed data services, which helps mitigate revenue declines
from access-line losses, and geographic diversity. "We consider
the financial risk profile significant, with pro forma adjusted
leverage of about 3x as of June 30, 2011. Our leverage calculation
includes the pending acquisition of Savvis and other adjustments,
including the present value of operating leases and unfunded
postretirement obligations. (For the complete corporate credit
rating rationale, see the research update on CenturyLink,
published June 9, 2011, on RatingsDirect on the Global Credit
Portal.)," S&P said

Ratings List

CenturyLink Inc.
Corporate Credit Rating        BB/Stable/--

New Ratings

Qwest Corp.
Senior Secured
  $950 mil. nts due 2021        BBB-
   Recovery Rating              1


R&G FINANCIAL: Court Approves Disclosure Statement
--------------------------------------------------
Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for
the U.S. Bankruptcy Court for the District of Puerto Rico approved
the disclosure statement explaining R&G Financial Corporation's
Chapter 11 plan of liquidation.

The Plan provides that all of the Debtor's assets will be
transferred to, and vest in, Liquidating RGFC.  The Plan provides
for the appointment of Clifford Zucker, CPA, as the plan
administrator and Wilmington Trust Company as the plan consultant
to oversee the activities of liquidating RGFC.

Under the Plan, holders of general unsecured claims, which claims
are estimated to range between $10.9 and $15.4 million, will
recover 0.30% to 2.3% of their allowed claim.  Holders of
Subordinated note claims, which claims are estimated at
approximately $385 million, will also recover 0.30% to 2.3% of
their allowed claim.  Secured claims and priority claims not filed
by the Federal Deposit Insurance Corporation will get 100% of
their total allowed amount.  Non-FDIC Priority Claims are
estimated to range between $350,000 and $900,000.

A full-text copy of the Disclosure Statement, dated Sept. 6, is
available for free at http://ResearchArchives.com/t/s?770e

                        About R&G Financial

San Juan, Puerto Rico-based R&G Financial Corporation was the
direct parent of R-G Premier Bank of Puerto Rico, a state-
chartered nonmember bank, through which RGFC primarily conducted
its business.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 10-04124) on May 14, 2010.
Brent R. McIlwain, Esq., Robert W. Jones, Esq., Esq., at Patton
Boggs LLP, in Dallas; and Jorge I. Peirats, Esq., at Pietrantoni,
Mendez & Alvarez, in Hato Rey, P.R., serve as the Debtor's
bankruptcy counsel.  The Debtor disclosed US$40,213,356 in assets
and US$420,687,694 in debts as of the Petition Date.


REDDY ICE: Receives Non-Compliance Notice from NYSE
---------------------------------------------------
Reddy Ice Holdings, Inc., had been notified by NYSE Regulations,
Inc., that it is not in compliance with one of the continued
listing standards of the New York Stock Exchange.

Reddy Ice is considered below the continued listing criteria
established by the NYSE because the Company's total market
capitalization has been less than $50 million over a consecutive
30 trading-day period and its last reported shareholders' equity
was less than $50 million.

In accordance with NYSE procedures, Reddy Ice has 45 days from the
receipt of the notice to submit a plan to the NYSE demonstrating
how it intends to comply with the NYSE's continued listing
standards within 18 months.  Upon receipt of the Company's plan,
the NYSE will review and determine whether the Company has made a
reasonable demonstration of its ability to come into conformity
with the relevant standards within the 18 month period.  The NYSE
will either accept the plan, at which time the Company will be
subject to ongoing monitoring for compliance with this plan, or
the NYSE will not accept the plan and the Company will be subject
to suspension and delisting proceedings.  As required by the
NYSE's rules, the Company plans to notify the NYSE within 10 days
of receipt of the non-compliance notice of the Company's intent to
submit a plan to remedy its non-compliance.

The Company's common stock remains listed on the NYSE under the
symbol "FRZ," but will be assigned a ".BC" indicator by the NYSE
to signify that the Company is not currently in compliance with
the NYSE's continued listing standards.  The Company is required
to maintain compliance with other applicable NYSE continued
listing requirements, including the minimum global market
capitalization standard, which requires the Company to maintain an
average global market capitalization of at least $15 million over
a consecutive 30 trading-day period.  Failure to maintain
compliance with this requirement would result in the NYSE promptly
initiating suspension and delisting procedures.  On Sept. 26,
2011, Reddy Ice's common stock had a closing price of $1.63 per
share, equating to a market capitalization of approximately
$38.1 million.

                          About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

Reddy Ice reported a net loss of $32.50 million on $315.45 million
of revenue for the year ended Dec. 31, 2010, compared with net
income of $14.30 million on $312.33 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $476.62
million in total assets, $546.36 million in total liabilities and
a $69.73 million total stockholders' deficit.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the Troubled Company Reporter on Aug. 17, 2010,
Moody's Investors Service lowered Reddy Ice Holdings' corporate
family and probability-of-default ratings to B3 from B2, and its
$12 million senior discount notes due 2012 to Caa2 from Caa1.
Moody's also lowered the rating on Reddy Ice Corporations' $300
million first lien senior secured notes due 2015 to B2 from B1 and
the $139 million second lien notes due 2015 to Caa2 from Caa1.
The ratings outlook remains negative.  The speculative grade
liquidity rating was affirmed at SGL-3.

The ratings downgrade was prompted by Reddy Ice's elevated
financial leverage through the first half of 2010 due to weaker
than expected operating performance and the expectation that
leverage will remain elevated.  The B3 corporate family rating
considers ongoing operational risks related to weather as well as
increasing acquisition activity.


SEA TRAIL: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Wayne Faulkner at StarNews Online reports that Sea Trail Corp.
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for Eastern North Carolina on Sept. 27, 2011.

The Brunswick County resort will continue to operate its golf,
resort and convention business while it seeks to reorganize its
debts, the report quotes attorney Trawick Stubbs, Esq., of Stubbs
& Perdue in New Bern, as saying.

The Company listed assets of more than $34 million -- most of that
in real property.  The company owns parcels within the Sea Trail
community.  It listed debts of more than $22 million, including a
total of nearly $15.5 million to Waccamaw Bank.  Also among the
debts are more than $461,000 in unpaid property taxes to Brunswick
County.

Mr. Stubbs blamed Sea Trail's problems on a decline in
discretionary spending by consumers, particularly in the golf and
resort markets.  The company "has been attempting to work out a
plan to restructure its debts with Waccamaw Bank, its primary
secured creditor," he said.  But the sides could not agree, which
prompted the Chapter 11 filing.

Resort manager Charlestowne Hotels is leaving Sea Trail at the end
of this month, the report quotes Michael Tall, vice president of
the company, based in Mt. Pleasant, S.C., as saying.  It was not
known whether Charlestowne's exit was related to Sea Trail's
financial problems.

Sea Trail Corp. owns the Sea Trail Golf Resort and Convention
Center in Sunset Beach.


SEAHAWK DRILLING: Wins Approval of Full-Payment Chapter 11 Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Seahawk Drilling Inc. sold its 20 shallow-water
jackup rigs for $155 million, resolved objections to the Chapter
11 plan, and received a commitment from the U.S. Bankruptcy Judge
in Corpus Christi, Texas, to sign a confirmation order this week
approving the plan, court records say.

Mr. Rochelle reports that Hercules Offshore Inc. bought the
business in April for $25 million cash plus 22.3 million of its
shares.  Based on the closing price for the stock at the time, the
total came to $155 million.  Unsecured creditors with claims up to
$18 million will be paid in full with pre- and post-bankruptcy
interest.  Litigation claimants, with claims up to $4.5 million,
will likewise be paid in full, the disclosure statement said.

Mr. Rochelle relates that the excess after creditors are paid will
go to shareholders.  Because they will receive a distribution,
shareholders voted on the plan.  The stock closed Sept. 28 at
$2.77, down 7 cents a share in over-the-counter trading.

                       About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for
Region 7, appointed three creditors to serve on an Official
Committee of Unsecured Creditors of Seahawk Drilling Inc. and its
debtor-affiliates.  Heller, Draper, Hayden, Patrick & Horn,
L.L.C., represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.  The deal was valued at about $176
million when it received court approval.

The purchase price for the acquisition will be funded by the
issuance of roughly 22.3 million shares of Hercules Offshore
common stock and cash consideration of $25 million, which will be
used primarily to pay off Seahawk's Debtor-in-Possession
loan.  The number of shares of Hercules Offshore common stock to
be issued will be proportionally reduced at closing, based on a
fixed price of $3.36 per share, if the outstanding amount of the
DIP loan exceeds $25 million, with the total cash consideration
not to exceed $45 million.  The deal closed on April 27, 2011.


SEALY CORP: Reports $6.6 Million Net Income in Aug. 28 Quarter
--------------------------------------------------------------
Sealy Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $6.59 million on $334.06 million of net sales for the three
months ended Aug. 28, 2011, compared with a net loss of $15.82
million on $320.50 million of net sales for the three months ended
Aug. 29, 2010.

The Company also reported net income of $5.32 million on $960.89
million of net sales for the nine months ended Aug. 28, 2011,
compared with a net loss of $9.26 million on $922.91 million of
net sales for the nine months ended Aug. 29, 2010.

The Company's balance sheet at Aug. 28, 2011, showed $947.85
million in total assets, $1 billion in total liabilities and a
$57.10 million total stockholders' deficit.

"We continued to reap the benefits of both our recent Next
Generation Posturepedic launch and our new advertising campaign in
the third quarter, as we delivered year over year sales growth;
sequential gross margin improvement; year over year US gross
margin improvement; and year over year Adjusted EBITDA growth,"
stated Larry Rogers, Sealy's President and Chief Executive
Officer.  "These results were achieved despite a more challenging
macroeconomic environment as well as volatility and increases in
the costs of our raw materials."

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

                        http://is.gd/DXgFgN

                          About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $902,000 on $305.53 million of
net sales for the three months ended Feb. 27, 2011, compared with
net income of $5.71 million on $311.88 million of net sales for
the three months ended Feb. 28, 2010.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SEARCHMEDIA HOLDINGS: To Offer 3MM Shares Under Incentive Plan
--------------------------------------------------------------
Searchmedia Holdings Limited filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement registering
3 million ordinary shares, $0.0001 par value per share, to be
offered under the SearchMedia Holdings Limited Amended and
Restated 2008 Share Incentive Plan.  The Offering has a proposed
maximum aggregate offering price of $3.69 million.  A full-text
copy of the Form S-8 prospectus is available for free at:

                        http://is.gd/32oQOM

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $86.9 million
in total assets, $86.4 million in total liabilities, and
stockholders' equity of $463,000.


SEQUOIA PARTNERS: Court Approves Mark Schmitz as Capital Broker
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
Sequoia Partners LLC to employ Mark Esko Schmitz as capital broker
to provide assistance in obtaining financing for its Chapter 11
plan.

Mr. Schmitz said he will work with real estate firms, investment
professionals and loan and capital investors to ensure
the Debtor investigates potential sources of financing to generate
replacement capital and new capital funding sufficient for the
Debtor to reorganize.

The Debtor has agreed to compensate Mr. Schmitz on the basis of
his ordinary fee for this type of engagement, which is a total
commission/fee of 3.5% of the capital amount obtained through the
efforts of Mr. Schmitz in the form of debt, equity infusion or
sale of assets or interest in the Debtor in a court-approved
transaction, subject to review and approval by the Court.

Mr. Schmitz said he charges 2.4% of the capital amount obtained as
a commission and an additional 1.1% as a fee for consulting
services provided for the total commission/fee of 3.5% for
services provided in conjunction with financing ultimately
obtained by the debtor and approved by the court.

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

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  Beowulf
Consulting, LLC, serves as accountant.  CPM Real Estate Services,
Inc., serves as loan broker.  The Debtor estimated assets at $50
million to $100 million and debts at $10 million to
$50 million.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
members to the official committee of unsecured creditors.   The
Committee tapped Douglas R. Schultz and Cassie K. Jones and the
law firm of Gleaves Swearingen Potter & Scott LLP as its counsel.


SHILO INN: Court Approves Dismissal of Killeen's Chapter 11 Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
dismissed the Chapter 11 case of Shilo Inn, Killeen, LLC, a debtor
affiliate of Shilo Inn, Diamond Bar, LLC.

Debtor Killeen's motion sought approval, in part, of a settlement
agreement and related transactions.

The Debtor Killeen related that it has paid in full all quarterly
fees to the U.S. Trustee, in compliance to the Court's directive
to pay all quarterly fees as a condition of dismissal of the case.

                         About Shilo Inn

Portland, Oregon-based Shilo Inn, Killeen, LLC, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 10-62057) on
Dec. 6, 2010.  David B. Golubchik, Esq., and John-Patrick M.
Fritz, Esq., at Levene Neale Bender Rankin and Brill LLP, in Los
Angeles, served as bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Affiliate Shilo Inn, Diamond Bar, LLC (Bankr. C.D. Calif. Case No.
10-60884) filed separate Chapter 11 petition on Nov. 29, 2010.

The case is jointly administered with Shilo Inn Killeen.


SILVERSUN TECHNOLOGIES: Signs Stock Purchase Agreement with CEO
---------------------------------------------------------------
SilverSun Technologies, Inc., on Sept. 23, 2011, entered into a
Series B Preferred Stock Purchase Agreement with the Company's
Chief Executive Officer, Mr. Mark Meller, pursuant to which the
Series B Holder was issued the only one authorized share of Series
B Preferred Stock, par value $0.001 per share.  The Series B
Holder was issued one share of Series B Preferred Stock as partial
consideration for such Series B Holder's agreement to personally
guarantee the repayment of two promissory notes, dated April 11,
2011, each in the principal face amount of $275,000, for an
aggregate principal sum of $550,000.

The Series B Preferred Stock has the rights, privileges,
preferences and restrictions set for in the Certificate of
Designation filed by the Corporation with the Secretary of State
of the State of Delaware on Sept. 23, 2011.

Each one share of the Series B Preferred will have voting rights
equal to (x) the total issued and outstanding Common Stock
eligible to vote at the time of the respective vote divided by (y)
forty nine one-hundredths (0.49) minus (z) the total issued and
outstanding Common Stock eligible to vote at the time of the
respective vote.  For the avoidance of doubt, if the total issued
and outstanding Common Stock eligible to vote at the time of the
respective vote is 5,000,000, the voting rights of the Series B
Preferred Stock will be equal to 5,204,082.

The Certificate of Incorporation of the Corporation authorizes the
issuance of up to 1,000,000 shares of preferred stock and further
authorizes the Board of Directors of the Corporation to fix and
determine the designation, preferences, conversion rights, or
other rights, including voting rights, qualifications,
limitations, or restrictions of the preferred stock.  However, so
long as any shares of Series A Convertible Preferred Stock are
outstanding, the Company will not, without first obtaining the
unanimous written consent of the holders of Series A Preferred,
alter or change the rights, preferences or privileges of the
Series A Preferred so as to affect adversely the holders of Series
A Preferred Stock.  On Sept. 14, 2011, the Board approved by
unanimous written consent an amendment to the Corporation's
Certificate of Incorporation to designate the rights and
preferences of Series B Preferred Stock.  On Sept. 14, 2011, the
holders of Series A Preferred approved by unanimous written
consent an amendment to the Corporation's Certificate of
incorporation to designate the rights and preferences of Series B
Preferred Stock.

On September 23, 2011, the Corporation filed the Certificate of
Designation with the Delaware Secretary of State.

                   About SilverSun Technologies

Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry.  SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software.  SWK  Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC."  SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.

The Company's balance sheet at June 30, 2011, showed $1.68 million
in total assets, $2.47 million in total liabilities, all current,
and a stockholders' deficit of $790,392.

As reported in the TCR on April 2, 2011, Friedman LLP, in East
Hanover, NJ, expressed substantial doubt about Trey Resources,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial accumulated deficits and
operating losses, and at Dec. 31, 2010, has a working capital
deficiency of approximately $5.1 million.


SOLYNDRA INC: Judge Rejects Committee's Request to Extend Sale
--------------------------------------------------------------
The Kansas City Star reports that Delaware bankruptcy judge Mary
Walrath has refused to extend the sale timeline for Solyndra LLC.

According to the report, Solyndra is now eyeing an Oct. 27 auction
of its assets, assuming that more than one potential buyer
emerges.  But the official committee of Solyndra's unsecured
creditors argued that the sale process should be extended at least
four weeks to drum up as much interest as possible and maximize
the return for creditors.  "We are concerned that there is a rush
to sale here," the report quotes Bonnie Glantz Fatell, Esq., an
attorney for the creditors committee, as saying.

Judge Walrath rejected the committee's request to extend the
sale, but she ordered Solyndra to send a representative to an
international solar energy industry trade show in Dallas next
month.  She agreed with the creditors committee that the
conference could be a good venue for marketing Solyndra's assets.

Judge Walrath authorized up to $4 million in debtor-in-possession
financing for Solyndra, but the company and its secured lenders,
including the Department of Energy, argued that it does not have
enough cash to devote four more weeks to lining up potential
buyers.  Given the political firestorm and headlines surrounding
Solyndra, anyone interested in the company already knows it's for
sale, they suggested.

"The company has been searching for money for a long time.  People
know about this," said Michael Rosenthal, Esq., an attorney
representing private investors including Argonaut Ventures I,
which holds a 39 percent stake in Solyndra's parent company and is
providing bankruptcy financing for Solyndra.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  Lawyers at Blank Rome LLP
represent the Committee.


SOLYNDRA LLC: To Auction Non-Core Assets on Nov. 2
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC overcame opposition from the creditors'
committee which sought more time for marketing the shuttered
business.  At a hearing Sept. 27, the bankruptcy judge sided
with the maker of solar energy panels and scheduled a sale of
the business on Oct. 27.

According to the report, the Debtor filed a separate set of papers
Sept. 27 aiming to hold an auction on Nov. 2 for what it calls
"non-core assets" that wouldn't be needed by anyone who purchases
the business a whole.  Solyndra says that the non-core asset sale
should generate somewhere in the neighborhood of $5 million. The
auction would be conducted by Heritage Global Partners, if the
bankruptcy judge in Delaware agrees with the proposal at an
Oct. 17 hearing.

The report relates that having the main auction in late October
will allow the successful bidder to pick up additional equipment
at the noncore auction.  Solyndra is proposing that successful
bidders at the noncore auction pay Heritage an additional 15%
buyer's premium.  Heritage would also receive a 5% commission.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.


SOLYNDRA LLC: Imperial Capital Approved as Financial Advisor
------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Solyndra LLC, et al., to employ
Imperial Capital LLC as financial advisor and investment banker.

As reported in the Troubled Company Reporter on Sept. 20, 2011,
Imperial Capital is expected to negotiate a sale or financing.
The firm would also put values on the Company either in
liquidation or through reorganization.

The firm would receive a monthly fee of $150,000.  In addition
there would be $1 million paid if Solyndra confirms a Chapter 11
plan.  The fee is cut in half to $500,000 if the plan results from
liquidation.  If there is a sale, Imperial would earn a fee equal
to the greater of $1 million or 2% of the purchase price.  Should
Solyndra attract new debt or equity capital, there would be a 1%
fee for secured debt, 3% of subordinated debt, and 5% of any
equity investment.

The Court also ordered that after the six month, 50% of the
monthly advisory fee will be credited against either the Plan
confirmation fee or the sale transaction fee.

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

                       About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.

Roberta A. DeAngelis, U.S. Trustee for Region 3 appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.


SOLYNDRA LLC: DOE Loan Guarantee Program the Problem, CAGW Says
---------------------------------------------------------------
Citizens Against Government Waste (CAGW) issued a call for a full
and open investigation of the Energy Department's (DOE) $38.5
billion loan guarantee program (LGP).  The program has been the
subject of four Government Accountability Office (GAO) reports
detailing its management weaknesses, arbitrary selection
processes, and vulnerabilities to manipulation and politicization.
The scandal surrounding solar panel manufacturer Solyndra, which
laid off 1,100 workers and filed for bankruptcy in early September
after receiving a $535 million loan guarantee from the DOE serves
as a catalyst for a complete audit of this LGP and similar loan
programs in other agencies.

The GAO practically predicted a Solyndra-like flame out.  The LGP
was a poorly-crafted program that lacked robust internal
management controls, clearly delineated performance benchmarks,
transparent eligibility requirements, and operated with little
accountability.  Nonetheless, it received large amounts of
stimulus money in the Recovery Act.

The GAO presciently predicted in July, 2008 that the "Risks
inherent to the LGP will make it difficult for DOE to estimate
subsidy costs, which could lead to financial losses and may
introduce biases in the projects that receive guarantees...The
likelihood that DOE will misestimate costs, along with the
practice of charging fees to cover the estimated costs, may lead
to biases in the projects that receive guarantees...To the extent
that DOE underestimates the costs and does not collect sufficient
fees from borrowers to cover the full costs, taxpayers will
ultimately bear the costs of shortfalls."  Further, GAO stated
that "Expanding the LGP at this juncture, when the program's risks
and costs are not well understood, could unnecessarily result in
significant financial losses to the government."

A September 27, 2011 Los Angeles Times story reports that "At a
White House meeting in late October, Lawrence H. Summers, then
director of the National Economic Council, and Timothy F.
Geithner, the Treasury secretary, expressed concerns that the
selection process for federal loan guarantees wasn't rigorous
enough and raised the risk that funds could be going to the wrong
companies, including ones that didn't need the help."

"The federal government operates more than 120 direct or indirect
loan programs," said CAGW President Tom Schatz.  "The Energy
Department's program has now come under the spotlight only because
of Solyndra's spectacular implosion.  The government's loan
guarantee programs must be subject to greater oversight and it is
time for a full audit of their activities, their management, and
their results.  Candidly, it might be time for the federal
government to rethink the whole idea of loan programs. The
government has a lousy track record of either funding risky
ventures and losing taxpayer money or funding companies and
industries which are mature and profitable and don't need the
money.  Transferring taxpayer funds to emerging technologies and
industries poses too many financial risk to taxpayers, and those
companies should raise money on the capital markets, which are
better positioned to take those risks. Conversely, any business
project that is mature and financially stable doesn't need
taxpayer money anyway," concluded Schatz.

Citizens Against Government Waste is a nonpartisan, nonprofit
organization dedicated to eliminating waste, fraud, mismanagement
and abuse in government.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.


SOLYNDRA LLC: Section 341(a) Meeting Scheduled for Oct. 18
----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Solyndra LLC on Oct. 18, 2011, at 10:00 a.m.  The meeting will
be held at J. Caleb Boggs Federal Courthouse, 844 King Street,
21nd Floor, Room 5209, in Wilmington, Delaware.

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

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

                      About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.


SPANISH INN: Palm Springs Resort for Celebs in Chapter 11
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Spanish Inn & Villas, a resort in Palm Springs,
California, that once catered to movie stars, filed for Chapter 11
protection in Riverside, California.  Debt is more than $10
million, while assets are less than $10 million, the petition
says.  The property, near the Palm Springs airport, has 59 rooms,
according to the Web site.

Spanish Inn Inc., also known as Spanish Inn & Villas, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 11-39840) on
Sept. 22, 2011.  B. Kwaku Duren, Esq., at B. Kwaku Duren &
Associates, PC, in Los Angeles, California, serves as counsel.


SPECTRAWATT INC: Court Approves Heritage, et al., as Sale Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Spectrawatt Inc. to employ Heritage Global Partners,
Counsel RB Capital, and Silicon Valley Disposition Inc. as sales
agent to conduct a sale of the Debtor's assets.

The parties have entered into the sales agent agreement, which
governs the relationship between the sales agent and the Debtor.
The terms and conditions of the sales agent agreement were
carefully negotiated, and reflect the parties' mutual agreement as
to the efforts that will be required to liquidate the Debtor's
assets at auction.  The material terms of the proposed engagement
include:

   -- The Sales Agent will charge a buyer's premium of fifteen
      percent (15%) of the aggregate gross proceeds for the sale
      of an Asset, or a lot of Assets, payable by the buyers of
      the asset or assets.  The Debtor's estate is not responsible
      for any unpaid portion of the Buyer's Premium.

   -- The Sales Agent is not charging the Debtor any seller's
      commission.

   -- The Debtor shall be responsible for maintaining adequate
      insurance coverage for the Assets.

   -- The Sales Agent has a right of reimbursement of actually
      incurred marketing expenses up to $50,000.

   -- None of HGP, Counsel RB or SVD have any rights of
      compensation, or reimbursement of expenses from the Debtor's
      estate, except as stated above.

   -- Debtor agrees to defend and indemnify sales agent and hold
      Sales Agent harmless from and against any claim or liability
      asserted against Sales Agent by any third party based
      on the alleged existence or breach of any alleged
      warranties, or from or against any fees or expenses
      incurred by sales agent in defending against any such claim
      or liability.

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

                       About SpectraWatt

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company has a manufacturing facility in Hopewell Junction
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.

SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.

Mark W. Wege, Esq., and Scott Davidson, Esq., at King & Spalding
LLP, in Houston, Texas, is the proposed counsel for the Debtor.


STIRLING ENERGY: Another Solar Company Bites the Dust
-----------------------------------------------------
Dow Jones Newswires' Cassandra Sweet reports that Solar-power
equipment manufacturer Stirling Energy Systems Inc. filed for
Chapter 11 bankruptcy protection last Friday, after it failed to
find a buyer for the company, according to documents filed with
the U.S. Bankruptcy Court in Delaware.

Scottsdale, Ariz.-based Stirling Energy developed equipment that
converts heat from the sun into electricity.

Dow Jones relates signs of trouble at Stirling emerged in
December, after its largest investor, Dublin-based NTR PLC, said
that troubles at Stirling and another of its renewable-energy
units led to a EUR148 million ($201 million) write-down.  Also in
December, NTR unit Tessera Solar lost a key contract with Edison
International's southern California utility to sell the output
from a 663-megawatt solar-power plant that was designed to use
Stirling's technology.  Tessera sold that project, called Calico
Solar, to developer K Road Power, which redesigned the project to
use primarily solar panels to generate electricity, but also
included a portion that would use Stirling's technology. An
amended license to build the facility was still pending at the
California Energy Commission.

In February, Tessera sold a second solar-power project designed to
use Stirling technology to AES Solar, a joint venture owned by AES
Corp. and private equity firm Riverstone Holdings LLC. Sempra
Energy's San Diego Gas & Electric utility, which had signed a
contract to purchase the output from the facility, transferred the
contract to AES.  But that project, called Imperial Valley Solar,
appeared abandoned after the California Energy Commission
terminated its construction license in August and after San Diego
Gas & Electric terminated its power-purchase agreement with AES
Solar, according to the California Public Utilities Commission.

Dow Jones relates telephone calls to Stirling and NTR weren't
immediately returned.

Stirling is at least the fourth solar company to seek court
protection from creditors since August 2011, after Solyndra Inc.,
which filed early in September, and Evergreen Solar Inc. and
start-up Spectrawatt Inc., both of which filed in August.


TALON THERAPEUTICS: NDA for Marqibo Accepted for Filing by FDA
--------------------------------------------------------------
Talon Therapeutics, Inc., announced its new drug application
seeking accelerated approval of Marqibo (vincristine sulfate
liposomes injection) has been accepted for filing by the FDA.
Marqibo will be reviewed by the FDA under Subpart H - Accelerated
Approval of New Drugs for Serious or Life Threatening Illnesses,
for the treatment of adult Philadelphia chromosome-negative (Ph-)
acute lymphoblastic leukemia (ALL) in second or greater relapse or
that has progressed following two or more lines of anti-leukemia
therapy.

"Two important hurdles have been crossed with the acceptance for
filing of the Marqibo NDA and affirmation of the accelerated
approval review path.  We remain 100% focused on our goal of an
FDA approval of Marqibo," stated Steven R. Deitcher, president,
chief executive officer and board member of Talon Therapeutics.
"The patients we are seeking to treat represent a rare hematologic
malignancy and have a grave prognosis.  The accelerated approval
path has the potential to provide access to a new, well-tolerated,
and effective treatment more quickly for these patients.  We aim
to initiate and commence enrollment in the Phase 3 confirmatory
trial, that recently received an SPA, prior to the May PDUFA
date," Dr. Deitcher added.

In August 2011, Talon received Special Protocol Assessment
agreement from the FDA for its proposed Phase 3 confirmatory
study, named HALLMARQ, for the treatment of adults ? 60 years old
with newly diagnosed ALL.  In addition to the Phase 3 adult,
front-line ALL study, Talon is developing Marqibo for pediatric
cancers (solid tumors and hematologic malignancies) in a Phase 1-2
clinical study conducted by the National Cancer Institute and for
newly diagnosed aggressive Non-Hodgkin's Lymphoma to be conducted
by the German High Grade Non-Hodgkin's Lymphoma Study Group.

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company's balance sheet at June 30, 2011, showed
$11.58 million in total assets, $38.08 million in total
liabilities, $30.64 million in redeemable convertible preferred
stock, and a $57.14 million total stockholders' deficit.

The Company reported a net loss of $25.98 million for the year
ended Dec. 31, 2010, compared with a net loss of $24.14 million
during the prior year.  The Company does not generate any
recurring revenue and will require substantial additional capital
before it will generate cash flow from its operating activities,
if ever.  The Company does not currently have sufficient capital
to fund its entire development plan beyond 2011.

As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.


TAO-SAHI LP: Use of S2 Acquisition's Cash Collateral Expires Today
------------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas authorized, on an interim basis, Tao
Sahi, LP, to use the cash collateral of S2 Acquisition LLC until
Sept. 30, 2011.

Pursuant to an agreed order, S2 Acquisition consented to use of
the cash collateral to fund the Debtor's business operations
postpetition.

As reported in the Troubled Company Reporter on Aug. 30, 2011, S2
Acquisition LLC asserted claims against the Debtor in the amount
of approximately $19,554,569 (exclusive of pre- and post-petition
attorney fees, costs and expenses, late charges and other costs
chargeable under the Loan Documents.

The TCR reported on Aug 3, 2011, that as adequate protection, the
Debtor will make a monthly payment of $40,170 to S2 Acquisition,
and a monthly payment of up to $10,000 of S2 Acquisition's fees
and expenses until the effective date of a confirmed plan.

S2 Acquisition is also granted a first replacement liens and
additional lien on all assets of the Debtor and an allowed
superpriority administrative claim.

The collateral and superpriority claims is subject to a carve out
for professional fees and fees to be paid to the Clerk of the
Court and the U.S. Trustee.

The Debtor did not disclose is a hearing for continued use of the
cash collateral is set.

                        About Tao-Sahi LP

Tao-Sahi LP owns the Holiday Inn NW - Seaworld in San Antonio,
Texas.  Tao-Sahi has no employees.  The Hotel is managed under
contract with an independent management company.  Tao-Sahi filed
for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-52027) on
June 7, 2011, to stay foreclosure of the hotel and restructure its
debts.  Judge Ronald B. King presides over the case.  Marvin E.
Sprouse, III, Esq., and Jack Skaggs, Esq., at Jackson Walker LLP,
in Austin, Tex., serve as bankruptcy counsel.  Bolton Real Estate
Consultants, Ltd., serves as the Debtor's appraiser.  In its
Schedules, the Debtor disclosed $24,735,728 in assets and
$20,584,065 in debts.  The petition was signed by Clayton Isom,
CEO of Tao Development Group, LLC, general partner.

S2 Acquisition LLC, an opportunity fund associated with Square
Mile Capital Management in New York, acquired the hotel debt from
the failed Silverton Bank.  S2 Acquisition is represented by Tom
Rogers, Esq., and Shari L. Heyan, Esq., at Greenberg Traurig.


TAVERN ON THE GREEN: Sells Trademark for International Use
----------------------------------------------------------
Tavern International LLC, a recently formed licensing sales and
marketing concern with a philanthropic sensibility, announced
today it has acquired the use of the name of arguably the world's
most famous independent restaurant brand, Tavern on the Green,
valued at $19 million in 2008.  The acquisition took the form of a
$1.3 million purchase which entitles Tavern International to
license the name "Tavern on the Green" for restaurants and
products such as food, home furnishings, apparel and accessories.
The licenses issued by Tavern International will require some of
all sales by the licensees be donated to the National Center for
Missing & Exploited Children (NCMEC), the private nonprofit
organization which serves as the nation's resource on the issues
of missing and sexually exploited children.  It is a charity with
which New York City's fabled Tavern on the Green had an
association from 2008 until it was forced to close on January 1,
2010, having lost its lease with the city despite its status as a
globally renowned attraction and one of highest grossing
restaurants in the world.

Under the terms of the agreement that Tavern International will
execute with New York City, Tavern International will be able to
license or open Tavern on the Green restaurants, except in the
states of New York, New Jersey and Connecticut, as well as parts
of Pennsylvania, so long as any Tavern International licensed
restaurant uses the Tavern on the Green name with a location or
geographical identifier.

"The acquisition of the Tavern on the Green name by Tavern
International will enable us to recreate the beloved, iconic
Manhattan restaurant nationally and internationally and tie it to
products people can enjoy at home.  Restaurants and products that
will also enable diners and consumers to help save one child at a
time by the contributions made to the National Center for Missing
& Exploited Children," states Lou Bivona, managing member of
Tavern International and the founder and chairman of NCMEC's New
York Chapter.

Bivona is also the owner and managing director of TavernDirect,
which produces a line of Tavern on the Green specialty food
products sold online and at retail. A portion of the products'
sale is donated to NCMEC.  TavernDirect's operation came into
being under a licensing agreement with Tavern on the Green,
negotiated by its former COO, Michael Desiderio -- now the vice
president of restaurant licensing for Tavern International,
charged with protecting the integrity of a brand with which he
worked for 13 years.  In fact, his restaurant management career,
which has included overseeing three of New York City's most famous
restaurants -- The Rainbow Room and Russian Tea Room, in addition
to Tavern -- began at Tavern on the Green.

"Tavern on the Green as an entity and as a brand has been a big
part of my professional life. And I credit much of my success to
the mentoring of Warner LeRoy, who made Tavern on the Green such a
world renowned, legendary restaurant.  So I am thrilled to be part
of a team that will realize Warner's vision for the expansion of
the brand, while supporting an organization that has become the
nation's leading non-profit organization working with law
enforcement to help abducted and sexually exploited children,"
notes Desiderio.

Bivona and Desiderio are currently engaged in preliminary
discussions with organizations in the United Kingdom, Las Vegas,
California and Asia interested in Tavern on the Green licenses.

The purchase of the use of the "Tavern on the Green" name was from
the bankruptcy trustee for Tavern on the Green and was executed
under the terms of a settlement between the trustee and the City
of New York with regard to the disputed ownership of the name
which had been trademarked by LeRoy Adventures, the operator of
Tavern on the Green from 1975 to 2010.

                     About Tavern on the Green

Tavern on the Green LP was the operator of the 75-year-old
restaurant in New York's Central Park.  Tavern on the Green was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.  The
Company filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-15450)
on Sept. 9, 2009, estimating up to $50 million each in assets and
debts. The restaurant closed New Year's Eve 2010.

New York City -- the Tavern's landlord -- and the Debtor both
claimed ownership of the "Tavern on the Green" trademark.

In March 2010, the city of New York City won the right to the
trade name.  Following the trademark ruling, the bankruptcy judge
converted the case to Chapter 7.  Jil Mazer-Marino, appointed
Chapter 7 trustee, appealed the ruling.  The parties put the
appeal on ice while they negotiated settlement.


TELEFONICA FINANCE: Fitch Lowers Rating on Pref. Shares to 'BB+'
----------------------------------------------------------------
Fitch Ratings has downgraded Telefonica SA's (Telefonica) and its
subsidiary O2's Long-term Issuer Default Ratings (IDRs) to 'BBB+'
from 'A-'.  At the same time, the agency has downgraded the senior
unsecured rating of the bonds issued by Telefonica Europe BV to
'BBB+' and Telefonica Finance USA LLC's preference shares to
'BB+'.  The agency has affirmed Telefonica's Short-term IDR s at
'F2'.  The Outlooks on the IDRs are Stable.

"The combination of the EUR7.5 billion cash price paid for Vivo,
the impact of economic conditions and the public targets set for
dividends per share (DPS), suggest that Telefonica's leverage will
remain elevated for sometime.  Both at end-2010 and at end-H111,
leverage adjusted for commitments was 2.5x. Fitch expects it will
remain at or close to this level through 2012," says Stuart Reid,
a Senior Director in Fitch's European TMT team.  "Most 'A-' rated
incumbents have unadjusted leverage close to 2.0x.  Fitch
considers a metric for Telefonica towards the lower end of its
public target of 2.0x-2.5x of net debt plus commitments to EBITDA
as commensurate with a 'A- 'rating and at a minimum a metric
towards the mid-point of this range," Reid continued.

Telefonica is unlikely to be able to reduce capex over the coming
years. Spectrum acquisition continues to weigh on investment plans
- notably the auction in the UK expected in 2012, and in Latin
America and Spain in 2011.  The company has publicly stated its
commitment to network investment in Latin America.  In Fitch's
view, this is significant, given the competitive environment in
markets like Brazil where market growth in both mobile and fixed
broadband remains available for those operators with the best
network quality.

While the company continues to deliver growth in Europe and Latin
America, its European businesses are likely to be affected by
growing economic uncertainties.  The domestic Spanish operations
have exhibited material negative growth and are likely to continue
to do so given the economic environment and in particular one of
the highest rates of unemployment in the euro zone.

While pre-dividend free cash flow is expected to remain relatively
strong in Fitch's rating case, (FCF margin to revenues close to
15% when excluding spectrum acquisition), the company's tendency
to commit to forward-looking DPS targets provides little scope for
distributions to be adjusted to suit other pressures in the cash
flow statement.  Limited scope to adjust either capex budgets or
dividend plans, therefore remove two of the principle levers
usually available to incumbent operators where cash flow and
leverage metrics are otherwise under pressure.

The Stable Outlook reflects that Telefonica's financial metrics
are more comfortably in line with the 'BBB+' peer group, with
unadjusted leverage of 2.4x-2.5x consistent for an incumbent with
Telefonica's breadth and business diversification.  Free cash flow
margin on a pre-dividend, pre-spectrum acquisition basis,
approaching 15% is considered relatively strong, while FFO net
leverage around 3.0x in line with the 'BBB' category peer group.

The three-notch differential between the IDR and the instrument
rating of the preference shares remains unchanged and is in line
with Fitch's methodology on hybrid instruments.


TEKNI-PLEX INC: Moody's Lowers CFR to Caa1; Outlook to Negative
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
for Tekni-Plex Inc to Caa1 from B3 and revised the ratings outlook
to negative from stable. Moody's also downgraded the rating on
senior secured term loan to B3 from B1. The downgrade reflects a
decline in operating performance, weak credit metrics and limited
cushion under financial covenants that leaves little headroom for
negative variance in operating performance.

Moody's took these rating actions:

- Downgraded CFR to Caa1 from B3

- Downgraded PDR to Caa1 from B3

- Revised outlook to negative from stable

- Downgraded $285 million senior secured notes due 2013 to B3 (LGD
  3-34%) from B1 (LGD 3-32%)

RATINGS RATIONALE

The Caa1 Corporate Family Rating and negative outlook reflect
lower-than-expected earnings and free cash flow due to weakness in
certain business segments and lack of pricing power and long-term
contracts with cost pass-through provisions. Tekni-Plex has
limited percentage of business under contract with cost pass
through provisions, exposing the company to resin and other raw
material cost volatility. Any negative variance in unit volumes or
operating performance could adversely impact credit metrics and
may strain liquidity due to the limited cushion under financial
covenants.

The rating is supported by the high concentration of sales in the
less cyclical food and healthcare markets, completed and ongoing
cost-cutting and footprint rationalization initiatives, and long
term customer relationships. The company also benefits from some
custom pharmaceutical and medical products that increase switching
costs for customers. Despite these strengths, significant
improvement in credit metrics is uncertain due to the lack of
pricing power and limited business under long-term contracts with
cost-pass through provision.

The ratings could be downgraded further if operating performance
and liquidity decline further and credit metrics deteriorate.
Specifically, the ratings could be downgraded if free cash flow to
debt remains negative, debt to EBITDA increases above 7.0 times,
EBIT/Interest fails to improve above 0.8 times and EBIT margin
remains below 5%.

The outlook could be stabilized or ratings could be upgraded if
Tekni-Plex improves credit metrics. An upgrade would also be
contingent upon the maintenance of adequate liquidity and
stability in the operating and competitive environment.
Specifically, the ratings could be upgraded if free cash flow to
debt increases above 3%, debt to EBITDA declines to below 6.5
times, the EBIT margin increases to the high single digits, and
EBIT/Interest increases to 1.0 time.

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


TRAVELPORT HOLDINGS: Voting Deadline for Restructuring Expires
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Travelport
Holdings Ltd. Wednesday said it would extend the voting deadline
for holders of its unsecured payment-in-kind notes until 5 p.m.
Thursday, according to a regulatory filing.

                     About Traveloport 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 Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

Travelport Limited's balance sheet at June 30, 2011, showed
$3.680 billion in assets, $4.136 billion in total liabilities, and
a stockholders' deficit of $456 million.


TUBO DE PASTEJE: Reorganization Plan Took Effect Sept. 9
--------------------------------------------------------
Tubo de Pasteje, S.A., de C.V., informed Judge Kevin J. Carey of
the U.S. Bankruptcy Court for the District of Delaware that its
plan of reorganization became effective on Sept. 9, 2011.

Judge Carey confirmed the plan of reorganization of the Debtor on
August 25, 2011, after determining that it complies with the
confirmation requirements laid out under Section 1129(a) of the
Bankruptcy Code.

The Plan provides for restructuring transactions contemplating:

   (a) the cancellation of the Old 2016 Notes and the ESBDS I Loan
       and the Series B Eligible Debt; and

   (b) the issuance of new debt securities, which New Series A
       Notes will be guaranteed by Tubo and secured by the capital
       stock of CLH to the holders of the Old 2016 Notes and the
       ESBDS I Loan and new debt securities, which will be on
       substantially the same terms as the New Series A Notes but
       will not be secured by any assets of the Reorganized
       Debtors, to holders of the Copper Debt and holders of the
       Commercial Paper who elect to accept the New Series B Notes
       in exchange for their Series B Eligible Debt.

As reported in the Troubled Company Reporter-Latin America on
Aug. 29, 2011, Michael Bathon at Bloomberg News says holders of
US$200 million in 11.5% notes will get the new Series A notes in
the same amount plus interest, which will be secured by the stock
of Tubo's U.S. unit, Cambridge-Lee Holdings Inc.  Lenders that
extended about US$803,000 of credit will share in the Series A
notes.  Holders of more than US$145 million in so-called "copper
debt notes" and holders of US$24.5 million of commercial paper
will get unsecured Series B notes in exchange for their claims.
The company will reinstate about US$39.8 million in debt owed on a
Bank of America Corp. loan, as well as about US$62.3 million owed
on a General Electric Capital Corp. loan.

A full-text copy of the Confirmation Order is available for free
at http://ResearchArchives.com/t/s?76c5

                      About Tubo de Pasteje

Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc.
filed Chapter 11 petitions (Bankr. D. Del. Case No. 09-14353) on
Dec. 7, 2009, following a Nov. 15 payment default on US$200
million in 11.5% senior notes due 2016.  Tubo and its subsidiary
sought bankruptcy protection when the 30-day grace period was
nearing its end.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
Cambridge-Lee stock.


TWIN CITY: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Twin City Bagel, Inc.
          dba National Choice Bakery
        130 Hardman Avenue South
        South St Paul, MN 55075

Bankruptcy Case No.: 11-36042

Chapter 11 Petition Date: September 27, 2011

Court: U.S. Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: Michael L. Meyer, Esq.
                  RAVICH MEYER KIRKMAN MCGRATH NAUMAN
                  4545 IDS Center
                  80 South Eighth Street
                  Mineapolis, MN 55402
                  Tel: (612) 317-4745
                  E-mail: mlmeyer@ravichmeyer.com

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

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

The petition was signed by Shimon Harosh, president.

Debtor's List of Its 16 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Conagra                            Trade Debt             $443,779
P.O. Box 93462
Chicago, IL 60673

Northern Ingredients Co.           Trade Debt             $180,880
1260 Grey Fox Road
Arden Hills, MN 55112

Ristow Trucking                    Trade Debt              $73,517
P.O. Box 67
Hammond, WI 54015

Cargill Incorporated               Trade Debt              $64,431

Tilsner Carton                     Trade Debt              $40,284

CHP Blenders                       Trade Debt              $34,941

Cereal Ingredients                 Trade Debt              $31,360

Lesaffre Yeast Corporation         Trade Debt              $27,330

Bemis                              Trade Debt              $27,240

Xcel Energy                        Trade Debt              $23,931

Bakers Element                     Trade Debt              $21,788

Ellington Associates               Trade Debt              $20,968

AB Mauri                           Trade Debt              $17,975

Ingredients Company                Trade Debt              $13,197

Grain Millers                      Trade Debt              $12,176

Bearings & Power                   Trade Debt              $10,262


WASHINGTON LOOP: U.S. Trustee & Creditor Wants Ch. 7 Liquidation
----------------------------------------------------------------
Don Walton, the United States Trustee for Region 21, and Charles
A. Robinson Living Trust, creditor and interest holder against
Washington Loop LLC, filed separate requests to convert the
Debtor's Chapter 11 reorganization case to Chapter 7 liquidation.

According to the U.S. Trustee, the Debtor failed to comply with
the requirements of the Bankruptcy Code and Rules.  The U.S.
Trustee points out that there is neither an application to employ
an accountant nor authorizing the employment of an accountant.

Living Trust notes that the Debtor or its affiliates have been
unable to pay adequate protection to any of its secured creditors
since at least June or July, 2011.

                     About Washington Loop, LLC

Punta Gorda, Florida-based Washington Loop, LLC, a Limited
Liability Company, filed for Chapter 11 bankruptcy protection on
March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053).  Joel S.
Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves
as the Debtor's bankruptcy counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case, (Case
No. 9:10-27981) by order of the Court entered on March 17, 2011.
In the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

The Debtor now declares, under penalty of perjury, that all
Schedule F debts are unliquidated.  These schedules were filed no
less than two weeks after the dismissal of the prior Chapter 11
case, and only six weeks after the Debtor filed its Schedule F in
that case.


WASHINGTON LOOP: Court OKs Shumaker as Ch. 11 Trustee's Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Louis X. Amato, Chapter 11 Trustee for Washington Loop
LLC, to employ Shumaker, Loop & Kendrick, LLP as general counsel
to give the Chapter 11 Trustee legal advice with respect to its
duties and powers.

The Chapter 11 Trustee assured the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                     About Washington Loop, LLC

Punta Gorda, Florida-based Washington Loop, LLC, a Limited
Liability Company, filed for Chapter 11 bankruptcy protection on
March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053).  Joel S.
Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves
as the Debtor's bankruptcy counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case, (Case
No. 9:10-27981) by order of the Court entered on March 17, 2011.
In the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

The Debtor now declares, under penalty of perjury, that all
Schedule F debts are unliquidated.  These schedules were filed no
less than two weeks after the dismissal of the prior Chapter 11
case, and only six weeks after the Debtor filed its Schedule F in
that case.


WASHINGTON LOOP: Disclosure Statement Hearing on Oct. 20
--------------------------------------------------------
Washington Loop, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida an amended disclosure statement in
support of its Chapter 11 plan of reorganization on Sept. 8, 2011.

The Plan contemplates that post-confirmation, the Reorganized
Debtor will continue to be managed by Lovina Lehr, who has been
managing the Debtor for the past four years.

The Debtor's property located in Charlotte County, Florida, has a
current fair market value as a going concern of approximately
$41 million to $45 million based on an appraisal which was
conducted by Gillott Appraisal Services, Inc.  Accordingly, each
of the Mortgage Holders is fully secured and will be paid in full
on account of their Allowed Secured Claims as provided under the
Plan.

The Debtor's Plan also proposes payment on account of those claims
held by various taxing authorities, creditors whose claims are
secured by personal property of the Debtor, creditors whose claims
are unsecured, and insiders or affiliates of the Debtor.  After
the Bankruptcy Court's anticipated approval of a $3.25 million
postpetition credit facility, the Debtor will be able to purchase
equipment which will enable the Debtor to grow its monthly income
from operations from its current level of approximately $51,000
per month to an average of over $400,000 per month in the first
quarter of 2012.  As a result, the Debtor anticipates that it will
be readily able to satisfy its obligations in the Plan.

The plan contemplates the following treatment of claims:

     A. Administrative Claims consisting primarily of professional
        fees, totaling $200,000, will be paid in full on the
        effective date of the Plan.

     B. Class 1 Priority Creditors will be paid in full as of the
        Effective date of the Plan.

     C. Class 2 (Secured Claim of Charlotte County Tax Collector
        and Tax Lien Certificate Holders will be paid consistent
        with the allowed amount of the claim, or the principal
        amount as may be reflected on the face of the tax lien
        certificate, which will constitute its Allowed Claim
        amount in annual payments to be made over the course of
        five years from the Effective Date of this Plan along with
        interest at the rate reflected on the face of the tax lien
        certificate or at the rate of 8% per annum, whichever is
        lower, from Estate Assets.

     D. Class 3 - The Allowed Amount of the Allowed Secured Claims
        of the Mortgage Holders will each be paid on the basis of
        a 25-year amortization, with a 7 year balloon payment at
        an interest rate consisting of the Prime Rate of interest
        plus 2% interest, subject to an interest rate floor of
        3.75%.

     E. Class 4 (Secured Claims of Personal Property Lien Holders)
        Those creditors who hold properly perfected liens on
        personal property of the Debtor will each be paid in full
        on account of Allowed Amount of their Allowed Secured
        Claim over a period of 5 years with annual interest to
        accrue at the Prime Rate of interest plus 2% interest,
        subject to an interest rate floor of 3.75%.

     F. Class 5 - Non-Insider Unsecured Creditors will be paid
        through a series of distributions totaling 75% of their
        allowed claim, without interest, to be made on a quarterly
        basis, at a rate of 3.75% of the allowed claim per
        quarter, beginning on the effective date of the plan and
        continuing for a period of five years.

     G. Class 6 - Unsecured Creditors who are insiders or
        affiliates of the Debtor will be paid through a series of
        distributions totaling 75% of their allowed amount of
        their allowed claim, without interest, to be made on a
        quarterly basis, at a rate of 3.75% of the allowed amount
        of their allowed claim per quarter, beginning on the
        effective date of the Plan and continuing for a period of
        five years only after all Class 1-5 allowed claims have
        been paid in full.

     H. Class 7 (Equity Security Holders) - If any of the debt to
        equity conversions contemplated in the Class 3 and 6
        treatment sections are made, all of the Equity Security
        Holders' allowed interests will be cancelled and they
        will receive nothing on account of their pre-petition
        equity security interests.

The hearing on the Disclosure Statement is scheduled on Oct. 20,
2011, at 9:00 A.M.

A copy of the Disclosure Statement, as amended, is available for
free at http://ResearchArchives.com/t/s?770b

                     About Washington Loop, LLC

Punta Gorda, Florida-based Washington Loop, LLC, a Limited
Liability Company, filed for Chapter 11 bankruptcy protection on
March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053).  Joel S.
Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves
as the Debtor's bankruptcy counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case, (Case
No. 9:10-27981) by order of the Court entered on March 17, 2011.
In the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

The Debtor now declares, under penalty of perjury, that all
Schedule F debts are unliquidated.  These schedules were filed no
less than two weeks after the dismissal of the prior Chapter 11
case, and only six weeks after the Debtor filed its Schedule F in
that case.


WESTLAKE CHEMICAL: Moody's Raises Ratings to 'Baa3' From 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Westlake
Chemical Corporation to Baa3 from Ba1, concluding the review that
was undertaken on August 5, 2011. The upgrade reflects Westlake's
continued strong performance, improved profitability, access to
advantaged feedstocks, and the likelihood that the company's large
cash balance will be sustainable despite a significant increase in
capital spending over the next several years.

"The review of Westlake's ratings focused primarily on
management's plans for future capital spending and the ability to
maintain a sizable cash balance over time," stated John Rogers
Senior Vice President at Moody's. "The company's cash balance is
important as it reduces event risk and can be used to prefund
potential larger capital projects that may occur later this
decade."

RATINGS RATIONALE

Westlake's Baa3 senior unsecured rating reflects its strong
financial metrics and liquidity profile, disciplined investment
policy, vertical integration, and less commoditized downstream
plastics portfolio (large percentage of LDPE and more specialized
plastics relative to other producers). The ratings are tempered by
its exposure to volatile feedstock and selling prices, the large
capital requirements necessary to build new ethylene or chlor
alkali capacity, limited product diversity, its size relative to
other commodity plastics producers, the regional nature of its
operations, and the limited number and location of its production
facilities.

Westlake is constructing a new chlor alkali plant at Geismar, and
plans to expand both of its ethylene crackers in Lake Charles.
These three projects are expected to be completed by 2014.
Westlake may also expand its ethylene cracker in Calvert City if
it can access a proposed pipeline that would carry ethane from the
Marcellus shale to the Gulf Coast. Moody's believes that after
completion of these projects Westlake will still have in excess of
$500 million in cash on the balance sheet, which would greatly
reduce the risk of a future capital project that would result in a
large increase in debt.

Moody's also has a more positive view of North American ethylene
producers and expects their profitability to remain well above
their global competitors outside of the Middle East. Rapid growth
of shale gas production with high liquids content and the
corresponding expansion of related infrastructure in the US over
the next two to three years should allow ethane feedstock prices
to remain advantaged relative to other international feedstocks
and continue to enable the profitable growth of downstream exports
(polyethylene, PVC, etc.).

The stable outlook reflects Moody's expectation that Westlake will
continue to generate very strong financial metrics over the next
two to three years, despite heavy capital spending on new
capacity. Moody's is unlikely to examine a further improvement to
the company's ratings until the planned capacity expansions are
on-line and have demonstrated the projected improvement in
Westlake's financial performance, especially its Vinyls
operations. Conversely, if the company's cash balance declines
below $400 million prior to the completion of these expansions,
the company's investment grade rating could come under pressure.

Ratings upgraded:

Westlake Chemical Corporation

Guaranteed Senior Unsecured Debt at Baa3 from Ba2 (LGD4, 66%)

Ratings Withdrawn:

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1

Outlook: Stable

The principal methodology used in rating Westlake Chemical was the
Global Chemical Industry Methodology published in December 2009.

Westlake Chemical Corporation, headquartered in Houston, TX, is a
producer of commodity petrochemicals (ethylene and styrene),
plastics (polyvinyl chloride and polyethylene), as well as
compounded PVC resins and fabricated PVC products (window and door
profiles, siding, etc.). Revenues were $3.4 billion for the LTM
ended June 30, 2011.


XL GROUP: Moody's Affirms Ba1(hyb) Preferred Stock Rating
---------------------------------------------------------
Moody's Investors Service has affirmed the Baa2 senior debt rating
of XL Group Ltd. and the A2 insurance financial strength ratings
of its operating subsidiaries. Moody's has also assigned
provisional ratings to XL Group Ltd. (provisional senior debt at
(P)Baa2), a wholly-owned subsidiary of XL Group plc (NYSE: XL --
not rated) and debt issuer under an existing multi-seniority shelf
registration statement that was filed by XL Group plc on November
28, 2008, and amended on July 1, 2010 and September 27, 2011.

The registration statement includes various classes of debt and
preferred stock issuable by XL Group plc and XL Group Ltd. (as
well as ordinary shares, warrants and share purchase contracts by
XL Group plc). Debt securities issued by XL Group Ltd. will carry
a full and unconditional guarantee from XL Group plc. No ratings
were assigned to the provisional debt and provisional preferred
stock of XL Group plc.

Moody's also assigned a Baa2 rating to $400 million of ten year
senior notes to be issued by XL Group Ltd. The notes constitute a
drawdown on the shelf registration and are fully and
unconditionally guaranteed by XL Group plc on a senior unsecured
basis. Proceeds from the offering will be used as partial funding
for the repayment at maturity of the outstanding $600 million
principal amount of senior notes issued by XL Capital Finance
(Europe) plc. The outlook for the ratings is stable.

RATING RATIONALE

According to Moody's, XL Group's ratings reflect the overall good
market positions of the group's property and casualty insurance
and reinsurance operating units, as well as its diversified
earnings streams by geography and line of business. The ratings
also reflect the sound liquidity and capitalization of the
company's Bermuda operating subsidiaries, its moderating financial
leverage, as well as its solid core underwriting performance and
moderate catastrophe risk profile. These fundamental strengths are
tempered by the intrinsic volatility of XL's reinsurance
businesses and certain insurance lines, relatively moderate
profitability, exposure to natural and man-made catastrophes, and
its moderate coverage of interest and preference and ordinary
share dividends.

The rating agency noted that XL Group continues to make progress
in improving its balance sheet and strengthening its core property
& casualty insurance and reinsurance operations. These efforts
sustained a temporary setback during the first half of 2011, as
the company reported approximately $456 million in year-to-date
catastrophe losses, leading to a slight net loss attributable to
ordinary shareholders for the first six months of 2011. That said,
these catastrophe losses, which equate to approximately 4.5% of XL
Group's YE2010 shareholders' equity, compare favorably against
most of its peers. Going forward, with pricing appearing to be
stabilizing across both commercial lines insurance and
reinsurance, Moody's expects XL Group's core underwriting results
to gradually improve, though ultimate profitability may continue
to face headwinds due to persistent low investment yields.

These provisional ratings have been assigned with a stable
outlook:

XL Group Ltd. - provisional guaranteed senior unsecured debt at
(P)Baa2, provisional guaranteed subordinated debt at (P)Baa3.

These ratings have been affirmed with a stable outlook:

XL Group Ltd. -- senior unsecured debt at Baa2, preferred stock at
Ba1(hyb);

XL Capital Finance (Europe) plc -- backed senior unsecured debt at
Baa2;

Stoneheath Re -- preferred stock at Ba1(hyb);

XL Insurance (Bermuda) Ltd -- insurance financial strength at A2;

XL Re Ltd -- insurance financial strength at A2;

XL Insurance Switzerland -- insurance financial strength at A2;

XL Insurance Company Limited -- insurance financial strength at
A2;

XL Reinsurance America Inc. -- insurance financial strength at A2;

Greenwich Insurance Company -- insurance financial strength at A2;

Indian Harbor Insurance Company -- insurance financial strength at
A2;

XL Specialty Insurance Company -- insurance financial strength at
A2; and

XL Insurance Company of New York, Inc. -- insurance financial
strength at A2.

XL Group plc, domiciled in Ireland with executive offices in
Bermuda, is a leading provider of insurance and reinsurance
coverages through its operating subsidiaries to industrial,
commercial and professional service firms, insurance companies and
other enterprises on a worldwide basis. As of June 30, 2011, XL
Group plc reported total cash and invested assets of $36.1 billion
and shareholders' equity of $10.6 billion.

The last rating action on XL Group occurred on December 23, 2009,
when Moody's affirmed the debt and insurance financial strength
ratings of XL Group Ltd. and its subsidiaries with the outlook
changed to stable from negative.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Reinsurers published in July 2008.


YRC WORLDWIDE: Jeffrey Altman Discloses 17.4% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Jeffrey A. Altman and his affiliates disclosed that
they beneficially own 75,011,292 shares of common stock,
218,570,388 shares of common stock issuable upon conversion of
$13,507,650 in aggregate principal amount of Series B Notes, and
94,284,663 shares of common stock issuable either as Make-Whole
Shares or upon conversion of the PIK Notes.  The number of shares
represents 17.4% of the shares outstanding based upon a total of
1,910,884,994 shares of Common Stock outstanding as of Sept. 19,
2011, as reported by the Company in its Form S-1 filed with the
SEC on Sept. 23, 2011.  A full-text copy of the filing is
available for free at http://is.gd/KibkII

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at June 30, 2011, showed $2.59 billion
in total assets, $2.91 billion in total liabilities and a $328.79
million in shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


* Only $5 Billion of Junk Debt Remains to Mature This Year
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a Sept. 23 report by Moody's Investors
Service, junk-rated companies used favorable credit markets in the
first half 2011 to reduce debt maturities from 2011 to 2015 by
more than 30%.  Where $276 billion in junk debt would have matured
by 2015, the total has been reduced to $191 billion.  In the near
term, only $5 billion of junk debt remains to mature this year.
Including maturities in 2012, $24 billion in junk remains for
refinancing.  At the beginning of 2011, junk maturities through
2012 totaled $45 billion, Moody's said.  Junk-debt markets dried
up midyear. The issuance of $1.6 billion in junk corporate bonds
in August represented a 92% decline from the year before and a 90%
drop from July, Moody's said in a Sept. 16 report.


* Junk Defaults Predicted to Rise Only Fractionally
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the default rate by junk-rated companies should
barely rise in the next year, despite the threat of sovereign
default in Europe and a double-dip recession in the U.S., Moody's
Investors Service said in a Sept. 21 report.  Despite the August
plunge in junk debt issuance, Moody's predicts that the default
rate for speculative-grade companies will only rise from 2.1% at
present to 2.2% a year from now.  For companies with a B3 or lower
rating coupled with negative outlooks, Moody's predicts a 12
percent default rate in the next year.  During the peak of the
last recession, the default rate among similar companies was 45%.
There currently are 170 companies rated B3 or lower, along with a
negative outlook.  The predicted 2.2% junk default rate a year
from now compares with the 14.5% peak in November 2009.  The
issuance of $1.6 billion in junk corporate bonds in August
represented a 92% decline from the year before and a 90% drop from
July, Moody's said in a Sept. 16 report.


* Moody's Says Poor Market Conditions May Hit Lower-Rated Firms
---------------------------------------------------------------
While many speculative-grade companies have taken care of near
term maturities, some lower-rated companies could be challenged if
poor market conditions persist, according to a new report from
Moody's Investors Service.

"Since Moody's January 2011 report, US companies have refinanced
approximately $141 billion of investment grade ($56 billion) and
high-yield ($85 billion) debt due 2011-2015," said Kevin Cassidy,
a Moody's Vice President and Senior Credit Officer and one of the
authors of the report. "Approximately $191 billion of speculative
grade bonds will mature between now and the end of 2015—a 31%
reduction from the $276 billion Moody's identified in Moody's
annual speculative-grade refunding report published earlier this
year."

"Investment-grade companies primarily tackled near-term
maturities, while speculative-grade companies addressed both near
term and long-term maturities," said Tiina Siilaberg, a Moody's
analyst and co-author.

New bond issuance overall was robust in the first half of the
year, outpacing the last four years. "But the high level of
activity significantly slowed for speculative-grade companies in
July and August as macroeconomic uncertainty increased," Siilaberg
said. "However, in that two-month period, investment-grade
companies issued even more bonds than last year as investors fled
to quality."

Speculative-grade companies have been chipping away at the once
staggering maturity wall. Over half of the high-yield bonds issued
so far this year were used to refinance existing debt, with only
20% deployed for mergers and acquisitions, the report noted.

"While refinancing upcoming maturities should still be achievable
for most, some lower-rated companies could struggle as the risk of
a US double-dip recession increases, labor markets languish and
the sovereign-debt crisis in Europe continues," Cassidy warned.
"Many of the top 10 speculative-grade issuers with the largest
amount of debt rated B3 with a negative outlook or lower will face
challenges refinancing their debt and may need to revise their
capital structure in some way," he said. Alternatively, if
business fundamentals improve for these companies, they may be
able to refinance their debt.

The report features likely candidates for possible capital
structure revisions, including HD Supply Inc. (Caa2 negative),
with over $4.1 billion due in 2014-2015, and Texas Competitive
Electric Holdings Co. (Caa2 stable), with $3.2 billion due in
2015.


* Deepening Insolvency Claim Survives in Appeals Court
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Philadelphia ruled that
a creditors' committee laid out sufficient facts to justify a jury
trial on claims against former managers of a bankrupt nursing
home for breach of fiduciary duty and deepening insolvency.  The
Third Circuit appeals court reversed the district court, which had
dismissed the lawsuit using the business judgment rule and the in
pari delicto defense.  The appeals court, in an opinion by Thomas
I. Vanaskie, ruled that the business judgment rule wasn't a
sufficient defense because the committee produced enough
allegations to raise a question of fact as to whether the board
had a reasonable basis to believe that the top executives were
reliable and competent.  The case is Lemington Home for the Aged
v. Baldwin, 10-4456, U.S. Court of Appeals for the Third Circuit
(Philadelphia).


* Anchorage Capital Defends CDO Liquidation Plan Ahead of Hearing
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that hedge fund
Anchorage Capital Group is defending its liquidation plan for a
collateralized debt obligation that would wipe out the holders of
junior, or mezzanine, debt.


* Hedge Fund Rivals Scout Paulson Assets as Fortunes Turn
---------------------------------------------------------
Daily Bankruptcy Review reports that John Paulson already has lots
to worry about: turbulence in the stock market, a rocky economy
and volatile gold prices.


* Restructuring Opportunities for Some, A Wait for Others
---------------------------------------------------------
Daily Bankruptcy Review reports that with default rates and
bankruptcy filings earnestly sticking near their all-time lows but
loads of debt coming due very soon, finding distressed
opportunities is a two-pronged game of waiting while still
identifying sectors that need help now, three industry veterans.


* Electra Partners, Palamon Capital Sell SAV Credit
---------------------------------------------------
Daily Bankruptcy Review reports that Electra Partners, Palamon
Capital Partners and Morgan Stanley Alternative Investment
Partners said they have sold SAV Credit to Varde Partners, a
credit, distressed and special situations investor, in a deal
worth GBP472 million ($741 million).


* BOOK REVIEW: Learning Leadership
----------------------------------
Author: Abraham Zaleznik
Publisher: Beard Books
Hardcover: 548 pages
Listprice: $34.95
Review by Henry Berry

The lesson in Learning Leadership -- The Abuse of Power in
Organizations is to "use power so that substance leads process."
This is done, says the author, by keeping the "content of work at
the center of communication."

The premise of this intriguing book is that many managers,
executives, and other business leaders allow "forms of
communication [to become] the center of work."  As a result,
misguided and counterproductive leadership and management
practices have settled into many organizations.  A culprit is the
popular "how-to" leadership manuals that offer simple, superficial
principles that only skim the surface of leadership. Zaleznik
argues that the primary way to get work done is to put aside
personal agendas and deal directly with those who are involved in
the work.

With this emphasis on substance over process, the concept of
leadership lies not in techniques, but personal qualities.  The
essential personal qualities of leadership are captured by the
"three C's" of competence, character, and compassion.  The author
then delves more deeply into each of these C's.  We learn, for
example, that the three C's are not learned skills.  Competence
entails "building one's power base on talent."

Character and compassion are the two other qualities of a leader
that must be present before there is any talk about methods of
operation, lines of communication, definition of goals, structure
of a team, and the like.  There is more to character that the
common definition of the "quality of the person."  Character also
embraces, says the author, the "code of ethics that prevents the
corruption of power."  Compassion is defined as a "commitment to
use power for the benefit of others, where greed has no place."
This concept of a good leader is not idealized or unrealistic.  It
takes into account human nature and the troubling behavior of many
leaders.  Of course, any position of leadership brings with it
temptations and the potential to abuse power.  Effective leaders
are those who "take responsibility for [their] own neurotic
proclivities," says the author.  They do this out of a sense of
the true purpose of leadership, which is communal benefit.  The
power holder will "avoid the treacheries of an unreasonable sense
of guilt, while recognizing the omnipresence of unconscious
motivation."

Zaleznik's definition of the essentials of leadership comes from
his study of notable (and sometime notorious) leaders.  Some tales
are cautionary.  The Fashion Shoe Company illustrates the problems
that can occur when a leader allows action to overcome thought.
The Brandon Corporation illustrates the opposite leadership
failing -- allowing thought to inhibit action. Taken together, the
two examples suggest that balance is needed for good leadership.
Andrew Carnegie exemplifies the struggle between charisma and
guilt that affects some leaders.  Frederick Winslow Taylor is seen
by the author as an obsessed leader.  From his behavior in the
Sicilian campaign in World War II, General Patton is characterized
as a leader who violated the code binding leaders and those they
lead.

With his training in psychoanalysis and his experience in the
business field, Zaleznik's leadership dissections and discussions
are instructive.  The reader will find Learning Leadership -- The
Abuse of Power in Organizations to be an engaging text on the
human qualities and frailties of leaders.

Abraham Zaleznik is emeritus Konosuke Matsushita Professor of
Leadership at the Harvard Business School.  He is also a certified
psychoanalyst.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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