TCR_Public/111007.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, October 7, 2011, Vol. 15, No. 278

                            Headlines

10 MAPLE ASSOCIATES: Case Summary & 21 Largest Unsecured Creditors
155 EAST TROPICANA: Says Dispute Could Affect Bondholders' Rights
6000 LLC: Case Summary & 8 Largest Unsecured Creditors
AERIE RESORT: Court OKs Resort Sale for $3.1 Million
ALLEN FAMILY: Court OKs Deal on Sale Proceeds, Causes of Action

AMACORE GROUP: To Settle Fla. & Texas Litigations for $380,000
AMERICAN SCIENTIFIC: Issues $150,000 Convertible Note to Lanktree
AMR CORP: Inks $725.6-Mil. Note Purchase Agreement with U.S. Bank
AMR CORP: S&P Says 2011-2 Certs Won't be Rejected in Ch. 11
AMRAN PROPERTIES: Case Summary & 2 Largest Unsecured Creditors

ANGARAKA LIMITED: Modified Plan of Reorganization Confirmed
APPLEJACK ART: Court Approves Building Sale to WCW for $3 Million
ARLINGTON HOSPITALITY: Court Dismisses Chapter 11 Case
ASHAPURA MINECHEM: Seeks Chapter 15 Protection in U.S.
ASHAPURA MINECHEM: Chapter 15 Case Summary

AUTOMASTERS LLC: Case Summary & 20 Largest Unsecured Creditors
B&G GROUP: Owner Puts Biz in Ch. 11, Files Personal Bankruptcy
BALDWIN TECHNOLOGY: Delays Report Amid Refinancing Talks
BANK OF AMERICA: May Face Fraud Claims for Defective Loans
BARBETTA LLC: Can Access Cash Collateral Until Nov. 29

BERNARD L. MADOFF: Picard Fights Bid to Dismiss Suit v. Kohn
BERNARD L. MADOFF: UniCredit Wants to Nix Racketeering Claims
BESO LLC: Court Approves Sale to Landry's Restaurant for $1 Mil.
BLAKELY PARTNERS: Voluntary Chapter 11 Case Summary
C&D TECHNOLOGIES: Angelo Gordon Buys Business for $9.75 Per Share

CABI SMA: Court Approves Berman Rennert as Property Tax Counsel
CASCADE BANCORP: LaMont Keen Elected to Board of Directors
CAVIATA ATTACHED: U.S. Bank Wants Stay Relief or Case Dismissal
CCS MEDICAL: Moody's Affirms 'B3' Corporate Family Rating
CDC CORP: Legal Judgment Prompts Chapter 11

CHEF SOLUTIONS: Judge Clears $9-Million DIP Loan
CHUKCHANSI ECONOMIC: Moody's Lowers CFR to Caa2; Outlook Negative
CITY LOFT HOTEL: Files for Chapter 11 to Restructure Debt
CITY LOFT HOTEL: Case Summary & 20 Largest Unsecured Creditors
CITY LOFT, LLC: Case Summary & 20 Largest Unsecured Creditors

CLEAN BURN: Court Ends Cash Collateral Use as of July 18
CLINTON COURT: Brooklyn Mixed-Use Building Files for Ch. 11
COMPETITIVE TECHNOLOGIES: Signs Factoring Agreement with Versant
CONSYS CONCRETE: Case Summary & 20 Largest Unsecured Creditors
CROSSOVER FINANCIAL: Bank Wants Chapter 11 Case Dismissed

DALLAS STARS: Seeks to Employ KPMG as Auditors
DECORATOR INDUSTRIES: Won't Seek DIP Loan to Fund Bankruptcy
DEE ALLEN RANDALL: Says Ponzi Scheme Was "Legal"
DUTCH RUN-MAYS: Case Summary & 5 Largest Unsecured Creditors
EAST HARLEM: Meeting of Creditors Scheduled for Oct. 24

ENERGY FUTURE: Change in Executive Officers' Compensation Okayed
EQK BRIDGEVIEW: Third Amended Plan of Reorganization Confirmed
FILI ENTERPRISES: Court Dismisses Chapter 11 Reorganization Case
FOXCHASE LLLP: Case Summary & 8 Largest Unsecured Creditors
FPD LLC: Three Debtors Seek Dismissal of Chapter 11 Cases

FPD LLC: Court OKs Pact Settling Clearview Property Sale Dispute
F.Q. PARTNERS: Case Summary & 10 Largest Unsecured Creditors
FRIENDLY ICE CREAM: Court Approves First Day Motions
GALP CNA: Court Dismisses Case of GALP Cypress & Wentwood
GENERAL MARITIME: Moves Closer to Formal Restructuring

GENERAL MARITIME: S&P Cuts Corporate Credit Rating to 'SD'
GENERAL MOTORS: Fitch Upgrades Issuer Default Rating to 'BB'
GLOBAL CROSSING: Common Shares Delisted from NASDAQ
GLOBAL CROSSING: Moody's Raises Corporate Family Rating to 'B3'
GRACEWAY PHARMACEUTICALS: S&P Revises Corp. Credit Rating to 'D'

GREAT ATLANTIC: Evicts Grocery Haulers From Avenel Warehouse
GSC GROUP: Trustee Files Amended Ch. 11 Plan After $235MM Sale
GSI HOLDINGS: Moody's Says B2 CFR Unaffected by Acquisition
HOFMEISTER'S PERSONAL: Intends to Sell Inventory in November
HORIZON LINES: Exchange Offer Expires; 99.3% of Notes Tendered

HRAF HOLDINGS: U.S. Trustee Wants Case Dismissed or Converted
HRAF HOLDINGS: Bank Paid in Full From Liquidation of Property
IMR CONTRACTOR: Bankruptcy Case Delays Campus Projects
INNER CITY MEDIA: Meeting of Creditors Set for Oct. 25
J.C. EVANS: Can Hire Tittle Advisory Group as Financial Advisors

KILEY RANCH: Asks Court to Dismiss Chapter 11 Case
KINGSBURY CORP: Files for Bankruptcy After Reaching Financing Deal
KT SPEARS: Can Access RBC Cash; Excess Funds to be Paid to RBC
LEED CORP: Court Approves Maynes Taggart as Bankruptcy Counsel
LEHMAN BROTHERS: Mason Capital Seeks Rejection of Plan

LEHMAN BROTHERS: Proposes to Settle Dispute on $500-Mil. Setoff
LEHMAN BROTHERS: Proposes 2012 Incentive Program
LEHMAN BROTHERS: Endurance, 4 Other Insurers to Pay D&O Defenses
LEHMAN BROTHERS: Has Settlement With Arch Insurance
LESARRA ATTACHED: Bankruptcy Converted to Chapter 7

LEVEL 3 COMMS: Fitch Lifts Issuer Default Rating to 'B'
LEVEL 3: Assumes Awards Under the Global Crossing Plan
LEVEL 3: Completes Acquisition of Global Crossing Limited
LIBERTY MUTUAL: S&P Affirms 'BB' Junior Subordinated Debt Rating
LIBERTY TIRE: Moody's Lowers CFR to 'B3'; Outlook Negative

LKQ CORPORATION: Moody's Affirms 'Ba2' Corporate Family Rating
LOCATION BASED TECHNOLOGIES: Launches PocketFinder in Apple Stores
LONE EAGLE: Voluntary Chapter 11 Case Summary
LONGYEAR PROPERTIES: Reorganization Case Converted to Liquidation
LOS ANGELES DODGERS: Judge May Limit Probe About MLB's Other Teams

LOUISVILLE ORCHESTRA: Management Rejects Contract Proposal
LYDIAN SF: Files Schedules of Assets and Liabilities
LYMAN LUMBER: Court Okayed Cash Access Until Sept. 22
LYMAN LUMBER: Term of Hilco Industrial Engagement Modified
LYNN SQUARE: Case Summary & 3 Largest Unsecured Creditors

M WAIKIKI: Section 341 Meeting Continues After Filing of Schedules
M WAIKIKI: Court Approves Neligan Foley as Counsel
METROPARK USA: Seeks Stay of Bench Ruling on Cash Collateral Use
MODA HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
MORNINGSIDE HEIGHTS: Terrace in the Sky Restaurant Closes Doors

MSR RESORT: Court Extends Plan Filing Deadline to Oct. 14
NEWPAGE CORP: Receives Final Approval for $600-Mil. Financing
NORTH COVE: Voluntary Chapter 11 Case Summary
NUMBER ONE: Case Summary & 5 Largest Unsecured Creditors
OLSEN AGRICULTURAL: Court Approves R.J. & L as Real Estate Broker

PAUL BRENNEKE: Case Dismissal, Conversion Hearing Set for Oct. 26
PDSS PARTNERS: Voluntary Chapter 11 Case Summary
PENINSULA HOSPITAL: Hires Alvarez & Marsal as Financial Advisors
PENINSULA HOSPITAL: Seeks to Hire Abrams Fensterman as Counsel
POLYONE CORPORATION: Moody's Affirms 'Ba2' Corp. Family Rating

PONCE DE LEON: Hearing Today on Further Cash Use Access
PONCE DE LEON: Meeting of Creditors Scheduled for Oct. 24
PONCE DE LEON: Wants to Hire RSM ROC as Accountant
PONCE DE LEON: Wants to Hire Carmen Torres as Attorney
POWER RECEIVABLE: S&P Affirms 'BB+' Rating on Subordinate Notes

PREGIS CORP: S&P Puts B- Corp. Credit Rating on Watch Developing
PURE BEAUTY: Returns to Chapter 11 in Delaware
PURE BEAUTY: Case Summary & 20 Largest Unsecured Creditors
QUALTEQ INC: Bank of America Seeks to Transfer Venue of Cases
QUINCY MEDICAL: Court Sets Nov. 10 as Claims Bar Date

QWEST COMMUNICATIONS: Sells $950 Million of 6.75% Notes Due 2021
RADIATION THERAPY: Moody's Says B2 CFR Unaffected by Amendments
REAL MEX: Moody's Cuts Probability of Default Rating to 'D'
REGAL PLAZA: Court Dismisses Chapter 11 Cases
RIVIERA HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating

ROAM DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors
SAGAMORE PARTNERS: In Chapter 11 to Address Dispute With Servicer
SCOTTO RESTAURANT: Court Sets Oct. 12 Final Hearing on Cash Use
SEAHAWK DRILLING: Court Confirms First Amended Joint Plan
SEQUOIA VILLAGE: Case Summary & 16 Largest Unsecured Creditors

SITHE/INDEPENDENCE: Moody's Withdraws B2 Rating & Stable Outlook
SOLYNDRA LLC: Watchdog Wants Trustee or Chapter 7 Conversion
SPECIALTY PRODUCTS: Judge Won't Review Discovery Denial
STRATEGIC AMERICAN: C.W. Navigation Discloses 17.9% Equity Stake
SUPERIOR PROPERTY: Files Schedules of Assets and Liabilities

TELESAT CANADA: Moody's Affirms 'B2' Corporate Family Rating
TELTRONICS INC: To Sell Off Assets Under Exit Plan
TEMPLE OF PRAYER: Case Summary & Largest Unsecured Creditor
TIRES UNLIMITED: Files for Chapter 11 Bankruptcy Protection
TIRES UNLIMITED: Case Summary & 20 Largest Unsecured Creditors

TITAN SPECIALTIES: S&P Raises Corporate Credit Rating to 'B'
TOUSA INC: Can Access Prepetition Lenders' Cash Until Jan. 31
TOWNSEND CORP: Hires McQueen & Ashman as Special Counsel
TOWNSEND CORP: Taps Levene Neale as Bankruptcy Counsel
TOWNSENDS INC: Chapter 11 Switched on Consent to Chapter 7

TRI-STATE SIGNAL: Files for Chapter 11 Bankruptcy Protection
TRI-STATE SIGNAL: Voluntary Chapter 11 Case Summary
TRIBUNE CO: Bar Date Order Excluded D&O Indemnification Claims
TRIBUNE CO: Late D&O Indemnification Claims Deemed Timely Filed
TROPICANA ENT: Hearing on Tropicana Trademark on Nov. 22

UNITED ENERGY: Chief Executive Officer Ronald Wilen Dies
U.S. DRY CLEANING: Completes Chapter 11 Reorganization
VEGA CRESCENT: Voluntary Chapter 11 Case Summary
WAHE GURU: Case Summary & 10 Largest Unsecured Creditors
WESTERN COMMUNICATIONS: Oregon Papers Have Nod for Cash Use

WILLIAM LYON: Fails to Pay $7.4 Million of Senior Notes Interest
WINDRUSH SCHOOL: Gets Court's Interim OK to Use Operating Case
YEHUD-MONOSSON USA: 8th Circ. Approves Forced Chapter 7
ZAIS INVESTMENT: Anchorage Capital Amends Prepackaged Plan
ZOGENIX INC: Domain Partners Discloses 15.4% Equity Stake

* U.S. Supreme Court Won't Settle Split on Auto Loan Case
* Homestead Limit Doesn't Make Judgment Enforceable
* False Invoice Not Equivalent to False Financials

* Oaktree Capital Nears Final Close for European Distress Fund
* Siguler Guff & Co Raises $1.3 Billion for Distressed Debt Fund

* SNR Denton Expands Bankruptcy Practice with Sam Alberts
* Akin Gump Grabs Haynes and Boone Pro for Texas Office

* BOOK REVIEW: Legal Aspects of Health Care Reimbursement



                            *********

10 MAPLE ASSOCIATES: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: 10 Maple Associates LLC
        651 Broadway
        Sonoma, CA 95476

Bankruptcy Case No.: 11-13639

Chapter 11 Petition Date: September 30, 2011

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael St. James, Esq.
                  ST. JAMES LAW P.C.
                  155 Montgomery St. #1004
                  San Francisco, CA 94104
                  Tel: (415) 391-7566
                  E-mail: ecf@stjames-law.com

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

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

A list of the Company's 21 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-13639.pdf

The petition was signed by Leslie B. Seely, III, co-managing
member.


155 EAST TROPICANA: Says Dispute Could Affect Bondholders' Rights
-----------------------------------------------------------------
Steve Green at Vegas Inc. reports that Hooters Las Vegas said an
effort by creditor Canpartners Realty Holding Company IV LLC to
narrow the bankruptcy case to a Canpartners-Hooters dispute could
jeopardize the rights of third parties -- some 80 holders of
$3 million in Hooters' bond debt.

"Such conduct should be of concern to U.S. Bank (agent for the
bond holders) as the entity responsible for protecting the rights
and interests of all the holders of the senior secured notes,"
Hooters' filing said in what appeared to be an invitation for U.S.
Bank, Vegas Inc. notes.

The report says the Hooters filing on Oct. 3, 2011, was in
response to an unusual request to U.S. Bankruptcy Judge Bruce
Markell by Canpartners on Sept. 20 that he narrow the bankruptcy
case to a Canpartners v. Hooters showdown.  Canpartners asked that
Hooters be required to set aside $2 million so small trade
creditors and individuals could get paid immediately, rather than
having to wait for the bankruptcy case to run its course.  That
could take months or years.

Mr. Green notes Canpartners says it holds all but $3 million of
Hooters' bank and bond debt.  That debt is worth $181 million on
paper, but Hooters has complained that Canpartners picked up most
of the debt for just 22 cents on the dollar.

The report says attorneys for Hooters, besides arguing that
Canpartners' plan jeopardizes the rights of holders of the
$3 million in debt not held by Canpartners, called Canpartners'
motion "manipulative" and its legal theories a "perverse
misconstruction" of the bankruptcy law.

Hooters complained Canpartners is attempting an end-run around the
bankruptcy law that gives Hooters a 120-day period since its
bankruptcy filing in which it exclusively can propose a plan of
reorganization, says Mr. Green.

                     About 155 East Tropicana

155 East Tropicana LLC owns the world's first Hooters Casino
Hotel, a 696-room and 4-suite hotel located one block from the Las
Vegas Strip and across Tropicana Blvd. from MGM Grand.

155 East Tropicana, along with an affiliate, sought Chapter 11
protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.
155 East sought bankruptcy protection to stop a scheduled Aug. 8
foreclosure of the second-lien debt.  The two secured credit
facilities were accelerated early this year.

Canpartners Realty Holding Co. IV LLC acquired 98.4% of the $130
million in 8.75% second-lien senior secured notes.  An additional
$32.2 million of interest is owing on the second-lien debt.  US
Bank NA is the indenture trustee.  Holders of the $14.5 million in
first-lien debt have Wells Fargo Capital Finance Inc. as their
agent.  The first-lien obligation is fully secured.  Interest has
been paid at the default rate.

Brigid M. Higgins, Esq., at Gordon & Silver, Ltd., in Las Vegas,
Nevada, serves as counsel to the Debtors.  Garden City Group,
Inc., is the claims agent.  William G. Kimmel & Associates has
been hired to provide an appraisal of the Debtors' casino
hotel/property.  Alvarez & Marsal serves as financial and
restructuring advisor.  Innovation Capital LLC serves as financial
advisor for capital raising transactions and M&A transactions.

155 East Tropicana disclosed $62,236,842 in total assets and
$177,806,045 in total liabilities in its schedules.


6000 LLC: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 6000, LLC
        6000 W. Touhy, Ste. 200
        Chicago, IL 60646

Bankruptcy Case No.: 11-40368

Chapter 11 Petition Date: October 3, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Konstantine T. Sparagis, Esq.
                  LAW OFFICES OF KONSTANTINE SPARAGIS P.C.
                  8 S Michigan Ave 27th Fl
                  Chicago, IL 60603
                  Tel: (312) 753-6956
                  Fax: (866) 333-1840
                  E-mail: gsparagi@yahoo.com

Scheduled Assets: $2,700,000

Scheduled Debts: $10,659,065

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-40368.pdf

The petition was signed by Gus Tountas, member.


AERIE RESORT: Court OKs Resort Sale for $3.1 Million
------------------------------------------------------
Andrew A. Duffy at Canada-based The Victoria Times Colonist
reports that the Aerie Resort now officially belongs to 0919097
B.C. Ltd.

The B.C. Supreme Court has signed off on the sale of the once
high-end resort for $3.1 million, the price offered by the
numbered company, according to the report.  The report notes that
there was plenty of interest in the resort.  The Times Colonist
discloses that the trustee overseeing the sale estimated more than
100 would-be buyers took tours over the last two years.

According to the report, there were more than a dozen people in
court for the sale proceeding.  But no competing offer was
presented to the judge.

"No one came forward ... I was surprised there were no other
bids," said trustee Ken Glover, who has been overseeing the resort
since it was placed into receivership in the winter of 2009, The
Times Colonist says.

The court ruled that 0919097 B.C. Ltd., which lists Harvey Simons
of Shawnigan Lake as its lone director, now has 30 days to close
the sale, the report notes.

The $3.1 million price, below the asking price of $3.95 million,
is expected to net the Aerie's largest creditor, Island Savings
Credit Union, just under $2.4 million, The Times Colonist notes.
The credit union was owed $4.7 million as of this month, the
report says.

The Times Colonist relates that of the $3.1-million sale price,
the trustee is owed about $650,000 for various expenses, including
two years of caretaking and listing the property for sale with DTZ
Barnicke.  Another $100,000 is set aside for other creditors who
have security through chattel, the report discloses.

There are no more court dates set, and Mr. Glover said they now
will just wait for the money to come through, the report adds.


ALLEN FAMILY: Court OKs Deal on Sale Proceeds, Causes of Action
---------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved a stipulation entered by Allen
Family Foods, Inc., et al., in connection with the sale of the
Debtors' assets.

The stipulation was entered among the Debtors, MidAtlantic Farm
Credit, ACA, for itself and as the agent/nominee for the lenders
who made senior prepetition secured loans to the Debtors (the
prepetition lenders), Harim USA, Ltd. (the purchaser), and the
Official Committee of Unsecured Creditors.

The stipulation dated Aug. 31, 2011, provides for, among other
things:

   1. Nothing contained in the sale order will in a way waive or
   impair the right of the Committee to assert claims and assert
   claims and causes of action under Chapter 5 of the Bankruptcy
   Code against the prepetition lenders, and any and all claims
   and causes of action against the prepetition lenders are hereby
   expressly reserved by the Committee.

   2. The closing payment to be made to the prepetition lender on
   the closing date will not include those sale proceeds necessary
   to pay all outstanding accounts payable that have been incurred
   but not paid as of the date of closing of the sale.

   3. The stipulation may be executed in one or more counterparts
   and by facsimile or e-mail, all of which will be considered one
   and the same agreement, and will become effective on the date
   that (a) one or more counterparts have been signed by each of
   the parties and delivered to all parties and (b) the Bankruptcy
   Court has entered a final non-appealable order approving the
   stipulation.

As reported in the Troubled Company Reporter on Sept. 15, 2011,
the unsecured creditors of the Debtors filed a lawsuit to:

     (1) block the Debtor's biggest lender -- a group led by
         MidAtlantic Farm Credit ACA -- from taking what
         remains of the proceeds from the $45.2 million sale of
         the company to cover the liens the lender had on
         nearly all of the company's assets before it sought
         Chapter 11 bankruptcy protection; and

     (2) demand that the lender group prove the validity of the
         liens they claim to have on Allen Family Foods-owned
         properties, which unsecured creditors have questioned.

The TCR reported that the lawsuit is a step taken by the unsecured
creditors to ensure that they recover something from the
struggling company's sale.  The remaining pool of sale money would
barely pay off the lender's higher-ranking pre-bankruptcy loans --
a sum that tops $80 million --- before lower-ranking creditors
have a chance to be paid, according to court papers.

The TCR reported on July 29, 2011, the Debtor won the bankruptcy
judge's approval to sell its assets to a U.S. affiliate of Korean
poultry producer Harim Co. Ltd.  The sale was approved despite
creditors' questions about the administrative solvency of the
case.

Harim USA, Ltd. is represented by:

         Richard A. Robinson, Esq.
         REED SMITH LLP
         1201 N. Market Street, Suite 1500
         Wilmington, DE 19801
         Tel: (302) 778-7500
         Fax: (302) 778-7575

MidAtlantic Farm is represented by:

         Joseph J. Bodnar, Esq.
         LAW OFFICES OF JOSEPH J. BODNAR
         P.O. Box 1022
         Wilmington, DE 19899-1022
         Tel: (302) 449-4572
         Fax: (302) 397-2093
         E-mail: jbodnar@bodnarlaw.net

               - and -

         Julio E. Mendoza, Jr., Esq.
         NEXSEN PRUET, LLC
         1230 Main Street, Suit 700
         P.O. Drawer 2426
         Columbia, SC 29202
         Tel: (803) 771-8900
         Fax: (803) 253-8277

The Committee is represented by:

         Steven K. Kortanek, Esq.
         Thomas M. Horan, Esq.
         WOMBLE CARLYLE SANDRIDGE & RICE, PLLC
         222 Delaware Avenue, Suite 1501
         Wilmington, DE 19801
         Tel: (302) 252-4320
         Fax: (302) 252-4330

               - and -

         Jeffrey D. Prol, Esq.
         Bruce Nathan, Esq.
         Timothy R. Wheeler, Esq.
         LOWENSTEIN SANDLER PC
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400

                    About Allen Family Foods

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

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

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


AMACORE GROUP: To Settle Fla. & Texas Litigations for $380,000
--------------------------------------------------------------
The Amacore Group, Inc., on Sept. 26, 2011, entered into a
Settlement and Mutual Release Agreement with all parties to the
pending litigation in (i) the Middle District of Florida, Tampa
Division Case No. 2:09-cv-02562-JAG-MCA; and (ii) Tarrant County,
Texas, Cause No. 153 238622 09.

The material terms of the Settlement Agreement are:

   * The plaintiffs and defendants of the Pending Litigation
     mutually released, waived and forever discharged all parties
     to the Settlement Agreement;
  
   * The Company, together with the Company's insurer, on behalf
     of the insured individual defendants, agreed to pay or cause
     to be paid US$380,000 to plaintiffs;

   * The plaintiffs and defendants of the Pending Litigation
     agreed to file a stipulated dismissal of all Pending
     Litigation;

   * The Settlement Agreement is not and may not be used as an
     admission of infringement or liability by anyone and does not
     constitute any acquiescence, acknowledgement, or agreement as
     to the merit of any matter related to the Pending Litigation.

                      About The Amacore Group

Based in Maitland, Florida, The Amacore Group, Inc., (OTC BB:
ACGI) -- http://www.amacoregroup.com/-- is primarily a provider
and marketer of healthcare related products, including healthcare
benefits, vision and dental networks, and administrative services
such as billing, fulfillment, patient advocacy, claims
administration and servicing.

                         *     *     *

In its March 31, 2010 report, McGladrey & Pullen, LLP in Orlando,
Florida, raised substantial doubt about the Company's ability to
continue as a going concern.  The auditor said the Company has
suffered recurring losses from operations and has not generated
sufficient cash flows from operations to meet its needs.

The Company's balance sheet at June 30, 2010, showed $8,595,986 in
total assets, $25,985,443 in total liabilities, and a $17,147,252
stockholders' deficit.


AMERICAN SCIENTIFIC: Issues $150,000 Convertible Note to Lanktree
-----------------------------------------------------------------
American Scientific Resources, Incorporated, on Sept. 26, 2011,
issued a $150,000 six-month convertible note in favor of Lanktree
Consulting Corporation.  The principal amount due under the Note
is due and payable on March 26, 2012.  Further, interest on the
unpaid principal balance of the Note will accrue at a rate of 12%
per annum commencing on the Issuance Date.

At the option of the Holder, the Holder has the right to convert
all or a portion of the outstanding principal balance and accrued
interest into fully paid and non-assessable shares of the
Company's common stock at a conversion price of $0.10.  Further,
if any other noteholder of the Company converts a note according
to its terms at a conversion price of less than $0.10, then the
Holder will be able to convert the Note at that lower conversion
price.

The Company has the option to prepay the Note in whole or in part
at any time without penalty, provided that the Company notifies
the Holder thirty days prior to a prepayment.

In accordance with the terms of the Note, the Company issued to
the Holder 1,500,000 shares of the Company's common stock, par
value $0.0001 per share.

                     About American Scientific

Weston, Fla.-bases American Scientific Resources, Inc., provides
healthcare and medical products.  The Company develops,
manufactures and distributes healthcare and medical products
primarily to retail drug chains, retail stores specializing in
sales of products for babies and medical supply dealers.  The
Company does sub-component assembly and packaging for the
Disintegrator product line.  All of the Company's other products
are manufactured by third parties.  The Company was comprised of
three subsidiaries: (i) Kidz-Med, Inc., (ii) HeartSmart, Inc., and
(iii) Ulster Scientific, Inc., of which only Kidz-Med was active
until Dec. 31, 2010.  All subsidiaries are currently inactive.

The Company's balance sheet at June 30, 2011, showed $1.38 million
in total assets, $9.28 million in total liabilities, and a
$7.90 million total shareholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about American Scientific Resources'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
suffered recurring losses, its current liabilities exceed its
current assets and it is in default with certain of its
obligations.


AMR CORP: Inks $725.6-Mil. Note Purchase Agreement with U.S. Bank
-----------------------------------------------------------------
American Airlines, Inc., a wholly-owned subsidiary of AMR
Corporation, and U.S. Bank Trust National Association, as
subordination agent and as pass through trustee under the pass
through trust newly formed by American, U.S. Bank National
Association, as escrow agent under the Escrow Agreement, and U.S.
Bank Trust National Association, as paying agent under the Escrow
Agreement, entered into a Note Purchase Agreement.  The Note
Purchase Agreement, subject to certain terms and conditions,
provides for the future issuance by American of equipment notes
in the aggregate principal amount of $725,694,000 to be secured by
43 Boeing aircraft owned by American as specified in the Note
Purchase Agreement.

Pursuant to the Note Purchase Agreement and the form of
Participation Agreement and form of Indenture and Security
Agreement, upon the financing of each Aircraft, the Trustee will
enter into a Participation Agreement substantially in the form of
the Form of Participation Agreement and will purchase the Series A
Equipment Notes to be issued by American under an Indenture and
Security Agreement substantially in the form of the Form of
Indenture to be entered into by American and U.S. Bank Trust
National Association, as loan trustee, with respect to such
Aircraft.  The payment obligations of American under the Series A
Equipment Notes will be fully and unconditionally guaranteed by
AMR.

Each Indenture contemplates the issuance of Series A Equipment
Notes bearing interest at the rate of 8.625% per annum, in the
aggregate principal amount equal to $725,694,000.  The Series A
Equipment Notes will be purchased by the Trustee, using the
proceeds from the sale of American Airlines Class A Pass Through
Certificates, Series 2011-2.

Pending the purchase of the Series A Equipment Notes, the proceeds
from the sale of the Class A Certificates were placed in escrow by
the Trustee pursuant to the Escrow and Paying Agent Agreement,
dated as of Oct. 4, 2011, among the Escrow Agent, the Paying
Agent, the Underwriters and the Trustee.  The escrowed funds were
deposited with The Bank of New York Mellon pursuant to the Deposit
Agreement, dated as of Oct. 4, 2011, between the Escrow Agent and
the Depositary.

The interest on the Series A Equipment Notes and the escrowed
funds is payable semi-annually on each April 15 and October 15,
beginning on April 15, 2012.  The principal payments on the Series
A Equipment Notes are scheduled for payment on April 15 and
October 15 in certain years, beginning on April 15, 2012.  Final
payment with respect to each Series A Equipment Note will be due,
depending on the Aircraft relating to such Series A Equipment
Note, on Oct. 15, 2017, Oct. 15, 2019, or Oct. 15, 2021.  Maturity
of the Series A Equipment Notes may be accelerated upon the
occurrence of certain events of default, including failure by
American to make payments under the applicable Indenture when due
or to comply with certain covenants, as well as certain bankruptcy
events involving American.  The Series A Equipment Notes issued
with respect to each Aircraft will be secured by a lien on such
Aircraft and also will be cross-collateralized by the other
Aircraft financed pursuant to the Note Purchase Agreement.

The Class A Certificates were registered for offer and sale
pursuant to the Securities Act of 1933, as amended, under
American's and AMR's shelf registration statement on Form S-3.
The Class A Certificates were sold pursuant to the Underwriting
Agreement, dated as of Sept. 27, 2011, among American, AMR and
Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., Goldman,
Sachs & Co., Credit Suisse Securities (USA) LLC and Citigroup
Global Markets Inc., as representatives of the underwriters.

                      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 Says 2011-2 Certs Won't be Rejected in Ch. 11
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'A- (sf)' rating
to American Airlines Inc.'s 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.

The 'A- (sf') rating reflects American's credit quality,
substantial collateral coverage 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," S&P related.

The pass-through certificates are a form of enhanced equipment
trust certificates (EETC) and benefit from legal protections
afforded under Section 1110 of the U.S. 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 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 related.

"We consider the collateral pool overall to be of mostly good
quality. The largest proportion of initial appraised value (about
56%) comprises 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 B777-200ERs would be. Most of the
B777 aircraft that Boeing is delivering currently are the larger
B777-300ERs," S&P related.

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 view the resale
liquidity of the B737-800s that are 10-12 years old as somewhat
less favorable than for newer models," S&P related.

The balance of value, about 19%, is made up of 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 international service over oceans (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
trans-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 LTV that's
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 initial LTV is
higher, at 51.2%. "Our analysis also considered that a full draw
of the liquidity facility, plus interest on those draws,
represents a claim senior to the certificates. We factored that
added priority claim in our deliberations. 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. In that case, we would review our rating on the class A
certificates. In the past, airlines have structured follow-on
certificates in such a way as to not affect the rating of the
outstanding senior certificates," S&P related.

On Oct. 3, 2011, American's parent, AMR Corp., suffered a
substantial decline in its common share price, apparently reacting
to negative media reports. "We believe that AMR and American face
significant operating challenges arising from relatively high
labor costs and revenue underperformance compared with
competitors, and that the company will report a substantial loss
this year. However, we see liquidity, bolstered by the proceeds
from the series 2011-2 class A certificates, as still adequate.
AMR had $5.2 billion of unrestricted cash and short-term
investments as of June 30, 2011, which we expect to fall
below $4 billion by year-end due to normal seasonal working
capital patterns, ongoing losses, and heavy debt maturities. We
could lower our ratings if the company's unrestricted cash and
short-term investments fall consistently below $3 billion," S&P
noted.

Ratings List

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

New Rating
American Airlines Inc.
Series 2011-2 class A pass-thru certs   A- (sf)


AMRAN PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Amran Properties, Inc.
        1160 Ormewood Avenue
        Atlanta, GA 30316

Bankruptcy Case No.: 11-78228

Chapter 11 Petition Date: September 30, 2011

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

Debtor's Counsel: Joel M. Haber, Esq.
                  LAW OFFICE OF JOEL M. HABER
                  2365 Wall Street, Suite 120
                  Conyers, GA 30013
                  Tel: (770) 922-9080
                  E-mail: joel@joelhaber.com

Scheduled Assets: $1,250,000

Scheduled Debts: $1,245,779

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-78228.pdf

The petition was signed by Gobind Madan, president.


ANGARAKA LIMITED: Modified Plan of Reorganization Confirmed
-----------------------------------------------------------
Judge Stacey G. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas has confirmed the modified plan of
reorganization filed by Angakara Limited Partnership dated
Sept. 28, 2010.  The Modified Plan and each of its provisions
are approved and confirmed under section 1129 of the Bankruptcy
Code.

The classification and treatment of claims under the plan are:

     A. Administrative claims will be paid in full in cash.

     B. Class 1 (Lender Claims) will receive a note in the amount
        due on the Petition Date after application of the escrows
        held by the Lender, payable over 24 months from the
        Distribution Date, and bearing interest at a rate of 4.35%
        per year.  Reorganized Debtor will make monthly payments
        on the note equal to its excess cash flow.  All
        outstanding principal and interest will be due and payable
        at the end of the 24-month term provided that the
        Reorganized Debtor will have the ability to liquidate one
        or more of the Properties prior to the end of the 24-month
        term, and upon doing so, will be required to remit to
        Lender a minimum of 70% of the net proceeds from the sale
        to be applied to the principal balance outstanding on the
        note.  Reorganized Debtor may retain up to 30% of the net
        proceeds of the sale, to be used solely for the purpose
        of improving the remaining Properties through deferred
        maintenance and capital improvement rehabilitation
        projects.  The Lender will retain all of its liens to the
        same extent, validity and priority as existed prepetition.

     C. Class 2 (Other Secured Claims) will receive (i) payments
        under the same terms and conditions as existed between the
        Debtor and holder prior to the Commencement Date; (ii)
        other treatment as may be agreed upon in writing by holder
        and Debtor; or (iii) the Collateral securing Allowed Other
        Secured Claim.

     D. Class 3 (Unsecured Claims) will receive over a period of
        six months from the Effective Date, two equal payments
        payable on each Quarterly Distribution Date until the
        Claim is paid in full.

     E. Class 4 (Old Equity Interests) will be cancelled and the
        holder will receive equity interests in the Reorganized
        Debtor equal to the holder's Old Equity Interest.

A copy of the Plan of Reorganization is available for free at:
http://bankrupt.com/misc/ANGARAKA_plan.pdf

                About Angaraka Limited Partnership

Newport Beach, California-based Angaraka Limited Partnership, in
November 2005, acquired and assumed indebtedness secured by, among
other things, a Deed of Trust on four, Class B/C, garden-apartment
properties located in the Dallas/Fort-Worth Metroplex.  The
Properties -- Woodchase, Clarendon, Keller Oaks, and Sycamore
Hills -- total 750 units and range in date of construction from
1979 to 1983.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 10-33868) on May 31, 2010.
Vincent P. Slusher, Esq., and J. Seth Moore, Esq. at DLA Piper LLP
US, in Dallas, Texas, assist the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million
to $50 million.


APPLEJACK ART: Court Approves Building Sale to WCW for $3 Million
-----------------------------------------------------------------
Keith Whitcomb, Jr., at Bennington (Vt.) Banner reports that Judge
Colleen Brown has approved the sale of the Applejack Art Partners
building to WCW Inc. for $3 million on Oct. 3, 2011.

According to the report, in August, WCW Inc., a mattress
manufacturer based in Hoosick Falls, N.Y., announced it would be
moving its operations there, as well as a call center in
Bennington, to the Applejack Art building in the coming months,
pending the completion of a sale agreement.

The report notes that Applejack in September filed an updated
payment plan for its creditors in U.S. Bankruptcy Court.  Under
the plan filed by Applejack's attorney Jennifer Emens-Butler, Esq.
-- jennifer@oeblaw.com -- at Obuchowski & Emens-Butler, the
$3 million will be used to pay Wachovia (Wells Fargo) on a $2.99
million debt.  Applejack doesn't anticipate there being funds left
over for the Vermont Economic Development Authority, which had
loaned Applejack $1.2 million to purchase the building.

VEDA Chief Executive Officer Jo Bradley said Monday that doesn't
mean VEDA will not get its money back.  She said the sale doesn't
negate the loan, but she wouldn't comment further as the case is
pending in bankruptcy court.

The report notes WCW employs 106 people and plans to have those
employees based in Manchester by the end of February 2012.

                   About Applejack Art Partners

Applejack Art Partners, Inc., manufactures fine art prints and
sells sports memorabilia.  It acquired Bruce McGaw Graphics in
August 2009, gaining the exclusive rights to images from the Walt
Disney Co., the Museum of Modern Art and Andy Warhol.

Applejack Art Partners sought Chapter 11 protection (Bankr. D.
Vermont Case No. 10-10911) on July 6, 2010.  Applejack is
represented by the Bethel law firm of Obuchowski and Emens-Butler.

The Debtor estimated assets of $1 million to $10 million and debts
under $50 million as of the Chapter 11 filing.  Berkshire Bank
holds a secured note dated March 2007, totaling about $628,124,
and a second secured loan at $102,521.


ARLINGTON HOSPITALITY: Court Dismisses Chapter 11 Case
------------------------------------------------------
The Hon. Bruce W. Black of the U.S. Bankruptcy Court for the
Northern District of Illinois dismissed the Chapter 11 case of
Arlington Hospitality, Inc.

As reported in the Troubled Company Reporter on Aug. 10, 2011, the
Debtor explained that they filed their bankruptcy cases with the
intent of conducting a going concern sale of their business
pursuant to 11 U.S.C. Sec. 363(f).  The Debtor has sold its assets
for $8 million in cash (including a settlement payment made by
Cendant Corporation as part of the sale) and the assumption of the
Debtors' mortgage liabilities totaling approximately $36 million.

The Debtor added, "During the sale process, the Debtors
post-petition lender, Arlington L.F, LLC refused to fund its
obligations under its loan agreement.  Although the Debtor repaid
the principal balance of the loan with interest upon the closing
of the Section 363 sale, Arlington L.F., LLC demanded additional
fees and expenses.  This dispute resulted in two appeals to the
District Court and an appeal to the Seventh Circuit, preventing
the closing of this case.  On March 3, 2011, the United States
Court of Appeals for the Seventh Circuit entered a final judgment
in favor of the Debtors and ruling that Arlington L.F., LLC had no
right to recovery from the bankruptcy estate.  Throughout this
dispute, the Debtors and the Committee attempted on multiple
occasions to reach a settlement with Arlington L.F., LLC to put an
end to the dispute but to no avail."

The Company concluded, "Dismissal of the case as opposed to
conversion is in the best interests of the estate and its
creditors as there is nothing left for a chapter 7 trustee do.
The Committee supports conversion of the case."

                   About Arlington Hospitality

Based in Arlington Heights, Illinois, Arlington Hospitality, Inc.,
dba Amerihost Properties, Inc., and its affiliates developed and
constructed limited service hotels and owned, operated, managed
and sold those hotels.  The Company operated 15 AmeriHost Inn
Hotels under leases from PMC Commercial Trust.  Arlington
Hospitality, Inc., serves as a guarantor under these leases.

Arlington Inns Inc., an affiliate, filed for bankruptcy protection
(Bankr. N.D. Ill. Case No. 05-24749) on June 22, 2005, the
Honorable A. Benjamin Goldgar presiding.  Arlington Hospitality
and additional debtor-affiliates filed for chapter 11 protection
on (Bankr. N.D. Ill. Lead Case No. 05-34885) Aug. 31, 2005,
represented by Catherine L. Steege, Esq., at Jenner & Block LLP.
Chanin Capital LLC served as the company's investment banker.
David W. Wirt, Esq., at Winston & Strawn, represented the Official
Committee of Unsecured Creditors.  As of March 31, 2005, Arlington
Hospitality reported $99 million in total assets and $94 million
in total debts.  The Debtors proposed a Joint Plan of Orderly
Liquidation in August 2007.


ASHAPURA MINECHEM: Seeks Chapter 15 Protection in U.S.
------------------------------------------------------
Dow Jones' DBR Small Cap reports that India mining giant Ashapura
Minechem Ltd. filed for Chapter 15 bankruptcy protection Tuesday
in U.S. Bankruptcy Court in Manhattan in a move to block foreign
shipping companies that won a $125 million legal judgment against
it from raiding the company's U.S. bank accounts.

Ashapura Minechem Ltd. is an India mining giant company.


ASHAPURA MINECHEM: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Petitioner: Chetah Shah

Chapter 15 Debtor: Ashapura Minechem Ltd.
                   c/o Baker & McKenzie LLP
                   1114 Avenue of the Americas
                   New York, NY 10036
                   Tel: (212) 626-4100

Chapter 15 Case No.: 11-14668

Type of Business: The debtor is a mine owner and exporter of
                  bentonite. It is based in India and has
                  activation, milling and processing plants all
                  over the country.

Chapter 15 Petition Date: October 4, 2011

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

Chapter 15
Petitioner's
Counsel:          Ira A. Reid, Esq.
                  BAKER & MCKENZIE
                  1114 Avenue of the Americas
                  New York, NY 10036
                  Tel: (212) 891-3976
                  Fax: (212) 310-1600
                  E-mail: ira.a.reid@bakernet.com

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

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

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


AUTOMASTERS LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Automasters, LLC
        dba Autolife
        dba Tuneup Masters
        10700 Civic Center Dr. Suite 100B
        Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 11-16492

Chapter 11 Petition Date: October 3, 2011

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Michael T. O'Halloran, Esq.
                  LAW OFFICE OF MICHAEL T. O'HALLORAN
                  1010 Second Avenue, Ste. 1727
                  San Diego, CA 92101
                  Tel: (619) 233-1727
                  Fax: (619) 233-6526
                  E-mail: mto@debtsd.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb11-16492.pdf

The petition was signed by P. Moore, manager.


B&G GROUP: Owner Puts Biz in Ch. 11, Files Personal Bankruptcy
--------------------------------------------------------------
Robert Digitale at the Press Democrat reports that Healdsburg,
California real estate investor Lukhbir Gill has filed bankruptcy
before the U.S. Bankruptcy Court in Santa Rosa, California, to
restructure his debts.

Mr. Digitale notes the cracks in Mr. Gill's business empire began
to appear this summer.  The Gills filed personal bankruptcy
(Bankr. N.D. Calif. Case No. 11-12703) on July 18, 2011.  One week
later, Fast Lane Central Valley LLC (Bankr. N.D. Calif. Case No.
11-12780) filed for Chapter 11.  B&G Group Inc. (Bankr. N.D.
Calif. Case No. 11-13481) followed suit on Sept. 20, 2011.

B&G owes at least $12.9 million to its 20 largest creditors, and
reported assets of between $1 million to $10 million.  Fast Lane
listed nearly $8 million in debts and $3.5 million in assets.  Mr.
Gill and his wife, Christina, listed debts of $25.8 million and
assets of nearly $2.8 million.

The report notes some lenders appear as creditors in all three
cases.

Judge Alan Jaroslovsky presides over the case.  John H.
MacConaghy, Esq., at MacConaghy and Barnier, PLC, represents the
Gills and B&G.  The Law Offices of Michael C. Fallon, Esq.,
represents Fast Lane.


BALDWIN TECHNOLOGY: Delays Report Amid Refinancing Talks
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that Baldwin Technology Co. is
delaying an annual regulatory filing because of ongoing
refinancing negotiations.

                      About Baldwin Technology

Baldwin Technology Company, Inc. -- http://www.baldwintech.com/--
is an international supplier of process automation equipment for
the printing and publishing industries.  Baldwin offers its
customers a broad range of market-leading technologies, products
and systems that enhance the quality of printed products and
improve the economic and environmental efficiency of printing
presses.  Headquartered in Shelton, Connecticut, the company has
operations strategically located in the major print markets and
distributes its products via a global sales and service
infrastructure.  Baldwin's technology and products include
cleaning systems, fluid management and ink control systems, web
press protection systems and drying systems and the related
consumables.

                              Waiver

As reported in the May 20, 2011 edition of the TCR, Baldwin
Technology disclosed it has negotiated an amendment and
waiver to its credit facility with Bank of America.

An exec. said that as part of the deal, the parties jointly
established new appropriate covenant targets extending through the
remainder of the term of the credit facility.

CEO Mark Becker said Baldwin is on track to successfully refinance
its existing credit facility prior to its maturity in November.


BANK OF AMERICA: May Face Fraud Claims for Defective Loans
----------------------------------------------------------
Bank of America Corp. should face fraud claims after its
Countrywide unit submitted faulty borrower data for federally
insured mortgages, according to a Sept. 30 report from the Office
of the Inspector General for the Department of Housing and Urban
Development.

                       About Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions.  The Company serves more than 59 million
consumer and small business relationships with more than 6,100
retail banking offices, nearly 18,700 ATMs and online banking with
nearly 29 million active users.  Following the acquisition of
Merrill Lynch in January 2009, BofA is among the world's leading
wealth management companies and is a global leader in corporate
and investment banking and trading across a broad range of asset
classes serving corporations, governments, institutions and
individuals around the world.  Bank of America offers support to
more than 4 million small business owners.  The Company serves
clients in more than 150 countries.  Bank of America Corporation
stock is a component of the Dow Jones Industrial Average and is
listed on the New York Stock Exchange.

BofA sought government backing in completing its acquisition of
Merrill Lynch.  Merrill Lynch & Co. Inc. -- http://www.ml.com/--
is a wealth management, capital markets and advisory companies
with offices in 40 countries and territories.

During the economic collapse in 2008, BofA received a $45 billion
bailout from the U.S. government.

On June 17, 2011, 34 individuals sought to place Bank of America
N.A. in bankruptcy by filing an involuntary Chapter 11 petition
(Bankr. D. Colo. Case No. 11-24503).  The petitioners claimed to
be owed roughly $60 million in the aggregate.  The petitioners
identified themselves in the signature pages of the Chapter 11
petition as members of either the "Independent Rights Political
Party" or the "Independent Rights Party."  The petition was
dismissed later that month.

The New York Times reported in September 2011 that lawsuits
against Bank of America related to its acquisition of Merrill
Lynch are quietly advancing in the Federal District Court in
Manhattan.  The actions were commenced by the New York attorney
general's office and by some of the largest class-action law firms
seeking about $50 billion.


BARBETTA LLC: Can Access Cash Collateral Until Nov. 29
------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized, in a fourth interim
order, Barbetta, LLC, to use its creditors' cash collateral.

The Court will consider the Debtor's access to the cash collateral
beyond the fourth interim period, at a hearing on Nov. 29, at
10:00 a.m.

Each creditor asserts that rental income and other cash proceeds
generated by the Debtor's properties securing the claims of the
creditor constitutes the cash collateral of the creditor.

The Debtor will use the cash collateral to fund the operating
expenses of owning, operating, managing and maintaining the
Debtor's properties.

The Court also ordered that the Debtor (a) will maintain at least
one Debtor-in-Possession bank account for each creditor, into
which they will deposit all cash, checks, and other cash items
generated by the Debtor's properties securing the claims of  the
creditor, and (b) will segregate and hold separate the cash
collateral of each creditor in each separate DIP account
maintained for each creditor.

The Debtor's tenants are directed to pay all future rent payments
directly to the Debtor.

                       About Barbetta, LLC

Based in Selma, North Carolina, Barbetta, LLC -- formerly doing
business as Hester 1996 Family Limited Partnership, South Pollock
Street Development & Sign Co., LLC, Hester 5, LLC, and Hester 8,
LLC -- filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No.
11-04370) on June 6, 2011.

Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr. and Stubbs & Perdue, P.A., represents the Debtor in its
restructuring efforts.  The Debtor tapped Charles E. Hester, as
member-manager of the Debtor, and the accounting firm of David J.
Bradley, CPA, as accountants.  In its schedules filed together
with the petition, the Debtor disclosed $24,889,321 in total
assets and $12,855,596 in total liabilities.  The petition was
signed by Charles E. Hester, member manager.

Charles and Barbetta Hester also filed a separate Chapter 11
petition (Bankr. E.D.N.C. Case No. 11-04375) on June 6, 2011


BERNARD L. MADOFF: Picard Fights Bid to Dismiss Suit v. Kohn
------------------------------------------------------------
Michael Rothfeld, writing for The Wall Street Journal, reports
that a lawyer for Bernard L. Madoff trustee Irving Picard tried to
convince U.S. District Judge Jed Rakoff in Manhattan on Wednesday
not to toss out claims Mr. Picard has made in a nearly $59 billion
civil suit against Austrian banker Sonja Kohn and dozens of others
under a federal law normally used against traditional criminal
organizations such as the Mafia and drug gangs.

Mr. Picard has alleged that Mrs. Kohn, a longtime associate of Mr.
Madoff who created Bank Medici AG, and others conspired beginning
in 1985 to funnel $9 billion to Mr. Madoff through six foreign
feeder funds in a secret illegal scheme the trustee dubbed "the
Medici Enterprise."  The Journal says the lawsuit against Mrs.
Kohn is seeking the extraordinary amount based on a provision in
the Racketeer Influenced and Corrupt Organizations Act that allows
plaintiffs to seek triple the damages they claim -- in this case
the entire $19.6 billion the trustee had earlier said investors
lost in Mr. Madoff's scheme.  Mr. Picard has since reduced his
estimate to $17.3 billion.

According to the Journal, some of the defendants who had business
relationships with Mrs. Kohn, including Italian bank UniCredit
SpA, its subsidiaries and others, have accused Mr. Picard of
overreaching and asked that his claims filed under the RICO Act be
dismissed.  They cited various court precedents they said barred
him from bringing the case.

The report relates David Sheehan, Esq., Mr. Picard's counsel, told
the judge that he knew he faced significant legal obstacles in
defending the trustee's use of the law. But Mr. Sheehan said
employing it against what Mr. Picard alleges was the enterprise
masterminded by Mrs. Kohn is consistent with what Congress
intended, and he should be allowed at least to continue with the
case.  "We should at least have an opportunity to develop these
facts, these very strong and compelling facts," Mr. Sheehan said.

According to the Journal, Mrs. Kohn hasn't formally responded to
the lawsuit in court.  The report relates a lawyer representing
her in Vienna, Clemens Trauttenberg, said Mr. Picard "doesn't
offer any single piece of evidence that Mrs. Kohn had either
knowledge or was part of the Ponzi scheme, and he will never be
able to find something because it doesn't exist."

The Journal also reports that UniCredit and others have contended
Mr. Picard's RICO claims should be dismissed in light of a Supreme
Court decision last year saying the law can't be used to target a
primarily foreign enterprise; many of Mrs. Kohn's associates were
in Europe.  They also cited a Congressional amendment barring RICO
from being applied to securities-fraud allegations, and a legal
principle that says one bad actor can't sue another.  The
defendants' lawyers said Mr. Picard, because he is the trustee for
the investment firm where the Ponzi scheme took place, in effect
represents Mr. Madoff.

The Journal recounts that since July, Judge Rakoff has thrown out
two other legal theories -- and billions of dollars in claims --
in lawsuits filed by the trustee:

     -- In September, Judge Rakoff ruled in a case involving the
owners of baseball's New York Mets that Mr. Picard was only
permitted to recover allegedly false profits withdrawn by former
Madoff customers in the two years prior to the end of the Ponzi
scheme, not the prior six years as Mr. Picard had attempted.  He
also said the trustee couldn't take principal investors withdrew
within the last 90 days of the scheme.  According to the Journal,
Mr. Picard's representatives have said those findings, if applied
to other lawsuits, would eliminate $6.2 billion of his claims.

     -- In July, Judge Rakoff threw out a total of $8.6 billion in
claims Mr. Picard made against HSBC Bank PLC, Unicredit and other
defendants using common law, or law based on past court decisions.
He ruled that only former customers of Mr. Madoff could make those
claims. The trustee has indicated he may try to appeal the
unfavorable decisions.

                       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: UniCredit Wants to Nix Racketeering Claims
-------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that UniCredit SpA
and an affiliate on Wednesday pressed a New York federal judge to
throw out racketeering claims in the $59 billion suit filed by
Bernard L. Madoff's bankruptcy trustee, saying they didn't
participate in the fraud.

According to Law360, lawyers for UniCredit SpA and affiliate
UniCredit Bank Austria AG contend that claims Irving Picard
brought against them under the Racketeer Influenced and Corrupt
Organizations Act for allegedly helping Austrian banker Sonja Kohn
funnel investors' money into Madoff's Ponzi scheme are far-fetched
and should be thrown out.

                      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.


BESO LLC: Court Approves Sale to Landry's Restaurant for $1 Mil.
----------------------------------------------------------------
Tim O'Reiley at Las Vegas Review-Journal reports that the
influence exerted by Crystals retail mall management proved
decisive in gaining U.S. Bankruptcy Court approval on Oct. 3,
2011, to sell Beso restaurant to a group headed by Landry's
Restaurants for $1 million.

The report says the half-interest that will go to Landry's, which
also owns the Golden Nugget, did not trigger any objections.
Instead, the inclusion of a 30% interest to actress Eva Longoria
and 20% to Jonas Lowrance, both part of the current ownership,
triggered the wrath of two other minority owners who will be
frozen out, the report adds.

However, the report continues, in the written ruling that approved
the Landry's deal, U.S. Bankruptcy Court Judge Mike Nakagawa noted
that none of this mattered nearly as much as "the proverbial
elephant in the courtroom: Crystal's ability to demand Beso's
immediate surrender of the premises."  Under bankruptcy law, the
original lease had terminated during the case, so Crystals could
have shut down Beso at any time.

                          About Beso LLC

Beso LLC, co-owned by "Desperate Housewives" star Eva Longoria,
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-10202) on Jan. 6, 2011.  Beso LLC runs a Las Vegas
restaurant that opened two years ago.  It disclosed assets of
$2,512,007 and liabilities of $5,680,339 in the schedules attached
to the Chapter 11 petition.  Lenard E. Schwartzer, Esq., at
Schwartzer & McPherson Law Firm, in Las Vegas, Nevada, serves as
counsel to the Debtor.  The petition was signed by William M.
Braden, manager.


BLAKELY PARTNERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Blakely Partners LLC, Debtor
        Suite 275, 5887 Glenridge Drive
        Atlanta, GA 30328

Bankruptcy Case No.: 11-78898

Chapter 11 Petition Date: October 3, 2011

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

Debtor's Counsel: David G Bisbee, Esq.
                  LAW OFFICE OF DAVID G. BISBEE
                  2929 Tall Pines Way
                  Atlanta, GA 30345
                  Tel: (770) 939-4881
                  Fax: (770) 783-8595
                  E-mail: bisbeed@bellsouth.net

Scheduled Assets: $8,517,900

Scheduled Debts: $4,446,751

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

The petition was signed by Eric Nathan, manager.


C&D TECHNOLOGIES: Angelo Gordon Buys Business for $9.75 Per Share
-----------------------------------------------------------------
C&D Technologies, Inc., announced the signing of a definitive
merger agreement, pursuant to which C&D will be acquired by an
affiliate of Angelo, Gordon & Co., in an all-cash transaction for
$9.75 per share.  The deal is expected to close in the fourth
quarter of this calendar year.  The transaction is not subject to
a financing condition.

Under the terms of the merger agreement, each outstanding share of
C&D common stock not owned by Angelo, Gordon & Co., or its
affiliates will be converted into the right to receive $9.75 in
cash, subject to the terms and conditions of the merger agreement.

Shareholders affiliated with Angelo, Gordon & Co., who hold
approximately 65% of the outstanding shares of C&D's common stock
have executed a written consent to approve the transaction,
thereby providing the required stockholder approval for this
transaction.  As a result, no further action by other stockholders
of C&D is required to approve the transaction, but consummation of
the transaction remains subject to certain closing conditions as
set forth in the merger agreement.

The merger agreement was unanimously recommended by a special
committee of the C&D Board of Directors and was then approved by
C&D's full Board of Directors.

Potter Anderson & Corroon LLP serves as legal counsel and Perella
Weinberg Partners LP acts as financial advisor to the special
committee of the Board of Directors of C&D.  Willkie Farr &
Gallagher LLP serves as legal counsel to C&D.  Simpson Thacher &
Bartlett LLP serves as legal counsel and Houlihan Lokey serves as
financial advisor to Angelo, Gordon & Co.

                       About C&D Technologies

C&D Technologies, Inc., is a manufacturer, marketer and
distributor of electrical power storage systems for the standby
power storage market.  The Company makes lead acid batteries and
standby power systems that integrate lead acid batteries with
other electronic components, which are used to provide backup or
standby power for electrical equipment in the event of power loss
from the primary power source.

The Company reported a net loss of $55.55 million on
$354.83 million of net sales for the fiscal year ended Jan. 31,
2011, compared with a net loss of $25.78 million on
$335.71 million of net sales during the prior fiscal year.

The Company's balance sheet at July 31, 2011, showed
$251.29 million in total assets, $156.23 million in total
liabilities, and $95.05 million in total equity.

C&D Technologies in December 2010 escaped a bankruptcy filing
after completing an out-of-court restructuring that reduced the
Company's total debt from approximately $175 million to
$50 million.  The Company in September had entered into a
restructuring support agreement with noteholders to a
restructuring that will be effected through (i) an offer to
exchange the Company's outstanding notes for up to 95% of the
Company's common stock, or (ii) a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code, if
the exchange offer fails to get the requisite support.  C&D
Technologies elected not to make a semi-annual interest
payment due on its 5.25% Convertible Senior Notes due 2025 on
Nov. 1, 2010.


CABI SMA: Court Approves Berman Rennert as Property Tax Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Cabi SMA Tower I, LLLP, to employ Jeffrey L. Mandler
and his firm Berman Rennert Vogel & Mandler, P.A., as its property
tax counsel.

According to the Troubled Company Reporter on Sept. 6, 2011, as
the Debtor's property tax counsel, Berman Rennert will prosecute
previously-filed petitions regarding the 2009 and 2010 property
tax assessments issued by the Miami-Dade Property Tax Appraiser's
Office, and prosecute 2011 Abatement Petitions challenging tax
assessments issued by the Property Tax Appraiser's Office.

Berman Rennert will be paid for its services relating to tax years
2009, 2010, and 2011 on a contingent basis in the amount of one-
third (33.33%) of the actual property tax savings realized by the
Debtor.  Berman Rennert will not earn any compensation for its
work unless and until a "benefit" is received by the Debtor.  The
term "Tax Savings" will mean the difference between taxes payable
after the reduction in assessment of a particular property and the
taxes that would have been payable had no reduction been achieved,
plus any interest, any penalties, and any costs awarded with
respect thereto.

The fee arrangement encompasses any services rendered in
connection with representing the Debtor for the submission of the
Debtor's Abatement Petitions pursuant to the Property Tax
Appraiser's Office's established formal or informal procedures,
but does not include representation for any potential
administrative appeals of the Value Adjustment Board's
determinations.  If the Debtor asks that Berman Rennert either
prosecute or defend an appeal to the Circuit Court of a Value
Adjustment Board result, Berman Rennert will be paid an additional
fee, which is yet to be determined when the payment becomes
necessary.

Jeffrey L. Mandler, Esq., a shareholder at Berman Rennert Vogel &
Mandler, P.A., in Miami, Florida -- jmandler@brvmlaw.com --
disclosed that Berman Rennert performed prepetition property tax
services with respect to the 2009 real property taxes of an
affiliate of the Debtor, Cabi New River, LLC.  Cabi New River has
also filed for Chapter 11 bankruptcy relief and its case is
pending before the Court as Case Number 10-49013.  Berman Rennert
also has provided, or may provide, property tax services to
affiliates of the Debtor, including, but not limited to, Chapter
11 Debtor Cabi Downtown LLC, whose post-confirmation bankruptcy
case is still pending before the Court as Case No. 09-27168, and
Cabi New River.  Berman Rennert received a pro rata distribution
in the Cabi Downtown bankruptcy case on account of its general
unsecured claim for property tax services rendered prepetition to
Cabi Downtown, he relates.

Despite those disclosures, Berman Rennert is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, Mr. Mandler insists.

                      About Cabi SMA Tower I

Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010.  Mindy A.
Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.

No creditor's committee has been appointed in Cabi SMA Tower I,
LLLP's Chapter 11 case.

On April 27, 2011, Cabi SMA Tower I, LLLP filed its First Amended
Plan of Reorganization and an accompanying disclosure statement.


CASCADE BANCORP: LaMont Keen Elected to Board of Directors
----------------------------------------------------------
Patricia L. Moss, president and chief executive officer of Cascade
Bancorp and Bank of the Cascades, announced that J. LaMont Keen
has been elected to the Board of Directors of the Cascade Bancorp
and Bank of the Cascades, subject to regulatory approval.

LaMont Keen has been President and Chief Executive Officer of
IDACORP, a holding company of Idaho Power Company, since July of
2006.  His past experience for IDACORP and Idaho Power Company
includes serving as Chief Executive Officer, President, Chief
Operating Officer, and Chief Financial Officer.

Keen joined Idaho Power in 1974 and, over the course of his
career, was actively involved at either the officer or director
level in the company's diversified business ventures and played a
vital role in developing IDACORP's and Idaho Power's subsidiaries.

In addition to his professional responsibilities, LaMont Keen is
involved in several civic and professional activities in Boise,
Idaho.  He has served on the Board of Directors of IDACORP and
Idaho Power since July 2004.  He also is a board member of the
Edison Electric Institute and is a board member and former
chairman of the Western Energy Institute and the Idaho Association
of Commerce and Industry.  In the community, Keen currently serves
as a board member on the St. Luke's Hospital System Treasure
Valley Board and is a former board member of Community House,
serving the indigent population.  He is also a board member of the
Arid Club in Boise.

Keen holds a BBA in Accounting from the College of Idaho and
completed the Harvard Graduate School of Business Advanced
Management Program.

Patricia L. Moss commented, "We are very pleased to add J. LaMont
Keen to our Board of Directors.  The scope and depth of his board
experience, as well as his executive, operational and fiscal
management experience, will provide valuable insight and guidance
for our Company.  In addition, his extensive involvement with and
deep understanding of Idaho's business landscape and markets will
provide unique perspective as we continue to develop ways in which
to better serve our Company's communities in Idaho's Treasure
Valley region."

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.

The Company reported a net loss of $13.65 million on
$84.98 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $114.83 million
on $106.81 million of total interest and dividend income during
the prior year.

The Company's balance sheet at June 30, 2011, showed $1.56 billion
in total assets, $1.35 billion in total liabilities, and
$212.61 million of stockholders' equity.


CAVIATA ATTACHED: U.S. Bank Wants Stay Relief or Case Dismissal
---------------------------------------------------------------
U.S. Bank National Association, as successor-in-interest to the
Federal Deposit Insurance Corporation, receiver for California
National Bank -- the Senior Lender -- asks the U.S. Bankruptcy
Court for the District of Nevada for relief from the automatic
stay or, in the alternative, for the dismissal of the Chapter 11
case of Caviata Attached Homes LLC.

This is the second Chapter 11 cases filed by the Debtor in the
last two years and comes just seven months after the order
approving the Debtor's Chapter 11 plan became a final order.  The
Debtor's first Chapter 11 case, Case No. 09-52786, was never
closed and remains pending before the Court, Amy N. Tirre, Esq.,
at Law Offices of Amy N. Tirre, PC, in Reno, Nevada, notes.

This second filing is an improper and backdoor attempt by the
Debtor to circumvent the Bankruptcy Code's prohibition on
modifying a substantially consummated plan, Ms. Tirre contends.
Moreover, as admitted by the Debtor, the Senior Lender's
collateral has deteriorated in value since the first Chapter 11
bankruptcy case and continues to deteriorate.  The Debtor is not
adequately protecting the Senior Lender's interests, she tells the
Court.

The Senior Lender has been prevented from foreclosing on its
collateral for the last two years while the Debtor has permitted
the collateral to deteriorate in value and has not made any
progress in alleviating its financial struggles, Ms. Tirre
complains.

Ms. Tirre asserts that cause exists to grant the Senior Lender
relief from the automatic stay because (i) Senior Lender's
interest in its collateral is not adequately protected and (ii)
the Debtor does not have any equity in that property, and the
property is not necessary to an effective reorganization.

The Debtor's games should not be condoned and Senior Lender should
be granted relief from the automatic stay or, in the alternative,
the second Chapter 11 case should be dismissed, Ms. Tirre says.

                   About Caviata Attached Homes

Reno, Nevada-based Caviata Attached Homes LLC filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-52458) on Aug. 1, 2011.
Judge Bruce T. Beesley presides over the case.  The Law Offices of
Alan R. Smith, Esq., serves as bankruptcy counsel.  According to
its schedules, the Debtor disclosed $22,775,701 in total assets
and $42,322,448 in total debts.  The petition was signed by
William D. Pennington, II, member of Caviata 184, LLC.

There was a prior bankruptcy filing by Caviata Attached Homes
(Bankr. D. Nev. Case No. 09-52786) on Aug. 18, 2009, also
estimating $10 million to $50 million in both assets and debts.
Alan R. Smith, Esq., also represented the 2009 Debtor.


CCS MEDICAL: Moody's Affirms 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed CCS Medical, Inc.'s B3
corporate family and probability of default ratings. Moody's also
affirmed the B3 rating on the first lien senior secured term loan
due 2015 and the Caa2 rating on the paid-in-kind ("PIK") second
lien senior secured term loan due 2015. The ratings outlook was
revised to negative from stable.

Ratings affirmed:

Corporate family rating at B3;

Probability of default rating at B3;

$149 million first lien senior secured term loan due 2015 at B3.
Point estimate revised to (LGD3, 44%) from (LGD3, 47%);

$55 million PIK second lien senior secured term loan due 2015 at
Caa2. Point estimate revised to (LGD5, 87%) from (LGD5, 88%).

RATINGS RATIONALE

The outlook revision reflects CCS Medical's weaker than expected
operating performance (relative to Moody's expectations) since its
emergence from bankruptcy in early 2010 due to a lack of growth in
the patient base. In addition, revenue and EBITDA have
deteriorated on a year-over-year basis in recent periods. However,
the rating derives support from the company's efforts to reduce
cost and bad debt expense, and exit unprofitable product
categories that have partially offset the impact of lower sales.
In addition, while Moody's views covenant cushion as modest, an
amendment completed in June 2011 did increase flexibility under
the maximum net leverage ratio that governs the first lien term
loan.

The B3 corporate family rating reflects CCS Medical's high
leverage with debt to EBITDA exceeding 5.0 times, weak coverage of
interest expense, and expectations for limited free cash flow
generation medium-term. The rating also considers the company's
relatively high reliance on governmental payors, as well as
longer-term uncertainty surrounding the future impact of Centers
for Medicare and Medicaid Services ("CMS") expanded competitive
bidding process. Notwithstanding these concerns, the rating is
supported by its business position as a large-scale provider of
diabetes and chronic care supplies, good product diversification,
the recurring nature of its revenues, ongoing cost reduction
efforts, and favorable long-term demographics.

The negative outlook reflects Moody's concern over CCS Medical's
ability to improve its operating performance, and thus credit
metrics, given challenges growing its patient base and continued
reimbursement pressure.

The ratings could be downgraded if CCS Medical's operating
performance continues to weaken such that debt to EBITDA reaches
6.0 times, interest coverage metrics deteriorate, and/or a
financial covenant breach appears likely. Sustained negative free
cash flow could also result in a ratings downgrade.

Moody's could revise CCS Medical's ratings outlook to stable if it
generates a track-record of improved operating performance while
maintaining an adequate liquidity profile.

For further detail, refer to Moody's credit opinion for CCS
Medical.

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

CCS Medical, Inc., based in Clearwater, Florida, is a leading
mail-order provider of medical supplies to diabetes and other
chronically ill patients. The company reported revenues of $434
million for the twelve months ended June 30, 2011.


CDC CORP: Legal Judgment Prompts Chapter 11
-------------------------------------------
Dow Jones' DBR Small Cap reports that CDC Corp. filed for Chapter
11 bankruptcy protection after a hedge fund investor won a $65.4
million judgment against it.

Headquartered in Hong Kong, CDC Corp is a technology firm.  CDC s
a global provider of enterprise software, online games, and
Internet and media services.

CDC Corporation, doing business as Chinadotcom, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  The Debtor estimated
assets and debts at $100 million to $500 million.


CHEF SOLUTIONS: Judge Clears $9-Million DIP Loan
------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Kevin Gross on Wednesday cleared Chef Solutions Holdings LLC
to borrow $9M to fund operations as the Company gears up to sell
its assets to a joint venture between a private equity firm and
rival Reser's Fine Foods Inc.

According to Law360, Judge Gross approved two debtor-in-possession
loans -- which could be worth up to $38 million in final approval
-- along with a slew of customary first-day motions at the
hearing.

                       About Chef Solutions

Chef Solutions Inc., through subsidiary Orval Kent, is the second
largest manufacturer in North America of fresh prepared foods for
retail, foodservice and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011, in Delaware
with the aim of selling the business to a joint venture between
Mistral Capital Management LLC and Reser's Fine Foods Inc.
The Debtor estimated assets and debts both exceeding $100 million.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PriceWaterHousecoopers
serves as financial advisor.


CHUKCHANSI ECONOMIC: Moody's Lowers CFR to Caa2; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded Chukchansi Economic
Development Authority's corporate family rating and senior
unsecured notes rating to Caa2 from B3. Moody's also lowered the
probability of default rating to Caa1 from B2. The rating outlook
remains negative.

Ratings downgraded:

-- Corporate Family Rating to Caa2 from B3

-- Probability of Default Rating to Caa1 from B2

-- $110 million Floating Rate Senior Notes due November 2012
   rating to Caa2 (LGD4, 66%) from B3 (LGD4, 68%)

-- $200 million 8% Senior Notes due November 2013 rating to Caa2
   (LGD4, 66%) from B3 (LGD4, 68%)

RATINGS RATIONALE

The rating action is prompted by Moody's expectation that the
Authority will face significant challenges in refinancing its
senior notes that will mature in November 2012 and 2013,
particularly in light of its high leverage and limited near-term
prospects for improvement in business conditions and operating
performance. If difficult credit market conditions persist, there
is also a heightened risk that interest costs could increase
materially from currently low levels, which would significantly
dampen the Authority's free cash flow generation. Chukchansi also
faces the increasing possibility of new competition, an on-going
threat that could materialize in the near-to-medium term after the
recent approval by the Bureau of Indian Affairs of a land-into-
trust application for gaming purpose by the North Fork Rancheria
Tribe for its site in Madera County, CA, which is approximately 30
miles away from Chukchansi's existing casino. "The Caa2 CFR and
negative outlook reflect a high default probability due to
increasing uncertainty surrounding Chukchansi's ability to
refinance on a timely basis," commented Moody's lead analyst, John
Zhao.

Moody's views Chukchansi's short-term liquidity as weak because of
its significant near-term debt maturities. Absent the maturities,
liquidity is mainly supported by positive free cash flow
generation which is benefiting in part from the low cost of
interest afforded by the Authority's current capital structure.

Ratings would likely be lowered if the Authority is unable to
refinance in the near term or it pursues a recapitalization that
Moody's considers to be a distressed exchange. A higher rating is
unlikely at this time. An outlook revision to stable, however,
would require that Chukchansi refinance timely and on economical
terms, as well as maintain stable operating performance and
sufficient liquidity.

The Chukchansi Economic Development Authority ("Chukchansi" or
"the Authority") was formed in June 2001 as a wholly owned
enterprise of the Picayune Rancheria of Chukchansi Indians (the
"Tribe"), a federally-recognized Indian tribe with approximately
1,250 enrolled members. Chukchansi has operated since June 2003
the Chukchansi Gold Resort & Casino, a facility located 35 miles
north of Fresno, California. The facility features a 404-room
hotel, 2,000 class III slot machines, approximately 42 class III
table games and seven restaurants.

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


CITY LOFT HOTEL: Files for Chapter 11 to Restructure Debt
---------------------------------------------------------
Erin Moody at the Beaufort (S.C.) Gazette reports that City Loft
Hotel filed for Chapter 11 bankruptcy on Sept. 30, 2011, so it can
restructure its debt.  The hotel remains open for business.

The report relates owner Matt McAlhaney said he took out a loan
with a local bank that failed in 2010, and the debt has been
shuttled to various out-of-state lenders since then.  "For quite
some time now, City Loft has made repeated offers to service debt
under reasonable terms, including offers of escrowed money to the
banks' favor, with no success," Mr. Williams said.  The hotel has
no cash-flow problems, he added.

According to the report, Mr. Williams declined to name the banks
involved, but the bankruptcy filings show the largest loan, for
$4.2 million, is held by Bank of the Ozarks in Arkansas.


CITY LOFT HOTEL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: City Loft Hotel, LLC
        301 Carteret Street
        Beaufort, SC 29902

Bankruptcy Case No.: 11-06127

Chapter 11 Petition Date: September 30, 2011

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Michael W. Mogil, Esq.
                  LAW OFFICE OF MICHAEL W. MOGIL, P.A.
                  2 Corpus Christie Place, Ste. 303
                  Hilton Head Island, SC 29928
                  Tel: (843) 785-8110
                  Fax: (843) 785-9676
                  E-mail: mwmogil@aol.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/scb11-06127.pdf

The petition was signed by Matthew S. McAlhaney, president.


CITY LOFT, LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: City Loft, LLC
        P.O. Box 1539
        Beaufort, SC 29902

Bankruptcy Case No.: 11-06160

Chapter 11 Petition Date: October 3, 2011

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Robert G. Sable, Esq.
                  LAW OFFICE OF MICHAEL W. MOGIL, PA
                  2 Corpus Christie Place, Suite 303
                  Hilton Head Island, SC 29928
                  Tel: (843) 785-8110
                  E-mail: rsable@mogillaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/scb11-06160.pdf

The petition was signed by Matthew S. McAlhaney, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
City Loft Hotel, LLC                   11-06127   09/30/11


CLEAN BURN: Court Ends Cash Collateral Use as of July 18
--------------------------------------------------------
Judge Thomas Waldrep of the U.S. Bankruptcy Court for the Middle
District of North Carolina rules that the use of Cash Collateral
as authorized in prior orders terminated as of July 18, 2011,
except (i) to the extent authorized by the prior orders for
payment of "permitted trailing expenses", (ii) for the retention
of  $250,000 by the Debtor pursuant to the compromise and
settlement, and (iii) for the retention of $67,403 by the Debtor
for payment of ABTV pursuant to the surcharge granted under
Section 506(c) of the Bankruptcy Code.

Judge Waldrep also orders that no further use of cash collateral
is authorized.

                         About Clean Burn

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., represents the Debtor.

In its schedules of assets and liabilities, the Company disclosed
$79,516,062 in assets and $79,218,681 in liabilities.  The
schedules valued its ethanol plant at $72,000,000, securing at
$66,225,571 claim by a lender.

The Official Committee of Unsecured Creditors is represented by
Charles M. Ivey, III, Esq., at Ivey McClellan Gatton & Talcott,
LLP, in Greensboro, North Carolina.


CLINTON COURT: Brooklyn Mixed-Use Building Files for Ch. 11
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Clinton Court Development LLC, the owner of a
13-story mixed-use building on Clinton Avenue in Brooklyn filed
for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 11-14673) on
Oct. 5 in Manhattan, claiming the property is worth about
$17 million.  Mortgages total roughly $42.3 million.  The primary
secured creditor is TD Banknorth.  The bankrupt company also owns
a two-story commercial building on Waverly Avenue in Brooklyn.


COMPETITIVE TECHNOLOGIES: Signs Factoring Agreement with Versant
----------------------------------------------------------------
Competitive Technologies, Inc., on Sept. 28, 2011, entered into a
Factoring Agreement with Versant Funding LLC.  Under the Factoring
Agreement CTTC will sell to Versant certain of CTTC's accounts
receivables.  For those accounts receivable CTTC tenders to
Versant and Versant chooses to purchase, Versant will advance 75%
of the face value to CTTC, and will submit a percentage of the
remainder to CTTC upon collection on the account based on the
delinquency of the account.

As part of the Factoring Agreement, CTTC and Versant entered into
a Security Agreement whereby CTTC granted Versant a security
interest in certain of CTTC's assets to secure CTTC's performance
of the representations made with respect to the purchase of the
accounts receivable.  The agreements were fully executed on
Sept. 28, 2011, and effective as of Sept. 9, 2011.

                  About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

The Company's balance sheet at June 30, 2011, showed $5.27 million
in total assets, $5.29 million in total liabilities, all current,
and a stockholders' deficit of $16,629.

As reported in the Troubled Company Reporter on Nov. 2, 2010,
Mayer Hoffman McCann CPAs, in New York, expressed substantial
doubt about Competitive Technologies' ability to continue as a
going concern, following the Company's results for the fiscal year
ended July 31, 2010.  The independent auditors noted that at
July 31, 2010, the Company has incurred operating losses since
fiscal year 2006.


CONSYS CONCRETE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Consys Concrete Corp.
        11010 Switzer Ave., Ste. 104
        Dallas, TX 75238

Bankruptcy Case No.: 11-36156

Chapter 11 Petition Date: September 30, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Darryl V. Pratt, Esq.
                  2595 Dallas Parkway, Ste 105
                  Frisco, TX 75034
                  Tel: (972) 712-1515
                  Fax: (972) 712-2832
                  E-mail: dpratt@dprattlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-36156.pdf

The petition was signed by Darold J. Molix, president.


CROSSOVER FINANCIAL: Bank Wants Chapter 11 Case Dismissed
---------------------------------------------------------
First Regional Bank asks the U.S. Bankruptcy Court for the
District of Colorado to dismiss the Chapter 11 case of Crossover
Financial LLC, citing that the Debtor has no employees, no ongoing
business operations, and minimal, if any, monthly income.

The bank adds that the Debtor has not filed its monthly operating
reports for June and July 2011 and has not provided these reports
to the U.S. Trustee.

William A. Richey, Esq., at Weinman & Associates P.C. represents
the bank.

Crossover Financial I, LLC, based in Elizabeth, Colorado, filed
for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-24257) on
June 15, 2011.  Judge Sidney B. Brooks presides over the case.
Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., serves
as bankruptcy counsel.  In its petition, the Debtor estimated
assets and debts of $10 million to $50 million.  The petition was
signed by Mitchell B. Yellen.

Charles F. Mcvay, The United States Trustee for Region 19, said
that a committee under 11 U.S.C. Sec. 1102 has not been appointed
because an insufficient number of persons holding unsecured claims
against Crossover Financial I, LLC have expressed interest in
serving on a committee.


DALLAS STARS: Seeks to Employ KPMG as Auditors
----------------------------------------------
Dallas Stars, L.P., and its debtor affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
KPMG LLP as their auditor, tax advisor, and bankruptcy
administration consultant, nunc pro tunc to the Petition Date.

Pursuant to the engagement letters, KPMG will provide these
services:

   (a) Audit Services:

       * Audit the consolidated financial statements of the
         Debtors and related consolidated statements of
         operations, partners' deficit and cash flows;

       * Perform tests of the accounting records and other
         procedures; and

       * Assess the accounting principles used and significant
         estimates made by management, and evaluate the overall
         consolidated financial statement presentation;

   (b) Hockey Related Revenue Reporting Package Services:

       * Apply the agreed-upon procedures in the Hockey Related
         Revenue Reporting Package to the indicated accounts of
         the Debtors; and

       * Assist the Debtors in connection with the HRR Reporting
         Package requirements;

   (c) Tax Compliance Services:

       * Prepare state and local partnership tax returns and
         supporting schedules for the Debtors' 2010 tax year;

       * Plan activities related to the tax returns for the
         immediately succeeding 2011 tax year;

       * Prepare pro-forma federal partnership tax returns and
         supporting schedules for Dallas Stars, Dallas Arena, and
         StarCenters for the 2010 tax year; and

       * Prepare federal corporate tax return and supporting
         schedules for U.S. Holdings, for the 2010 tax year;

   (d) Tax Consulting Services:

       * Work with the Debtors to resolve the Texas State
         Comptroller's examination for the 2007 and 2008 report
         years;

       * Work with the Debtors to develop strategy for best
         handling the Examination;

       * Assist the Debtors in preparing submissions in response
         to the Comptroller's inquiries; and

       * Provide general tax consulting services that may arise
         for which the Debtors seek KPMG's advice; and

   (e) Bankruptcy Administration Services:

       * Provide advice, recommendations, and insight into
         leading practices based on KPMG's experience to assist
         management in its preparation of information required to
         prepare motions to be filed with the bankruptcy court
         and with its operational protocols for bankruptcy
         reporting;

       * Lead the development and preparation of the Statement of
         Financial Affairs, the Schedule of Assets and
         Liabilities, Monthly Operating Reports, and other
         reporting to the court, as necessary; and

       * Provide advice and recommendations to assist management
         in the preparation of information required in the
         disclosure statement and plan of reorganization, among
         other services.

KPMG will be paid based on its standard hourly rates and will be
reimbursed for its necessary expenses.  The hourly rates for
audit, tax compliance, tax consulting, and bankruptcy
administration consulting services to be rendered by KPMG are:

      Tax Compliance and Tax Consulting Services
      ------------------------------------------
      Partners               $540 - $565
      Senior Managers        $475
      Managers               $370 - $400
      Senior Associates      $265 - $300
      Associates             $210 - $225

      Bankruptcy Administration Services
      ----------------------------------
      Partners/Principals/   $500 - $600
      Managing Directors

      Managers/Directors     $350 - $500

      Senior Associates/     $200 - $350
      Associates

      Para-Professionals     $100 - $200

Professional fees for bankruptcy administration services will not
exceed a blended hourly rate of $425, tested on a monthly basis.

The Debtors paid KPMG $378,152 in the 90-day period prior to the
Petition Date.  As of the Petition Date, KPMG did not hold a
prepetition claim against the Debtors for services rendered in
connection with the Engagement Letters, if any.

G. R. Christon, a managing director of KPMG, attests that KPMG is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

A hearing will be held on Oct. 17, 2011, to consider the
application.  Objections are due on Oct. 11.

                       About Dallas Stars

Frisco, Texas-based Dallas Stars, L.P. -- http://stars.nhl.com/--
operates as a professional men's ice hockey team.  The company was
formerly known as Minnesota North Stars and changed its name to
Dallas Stars, L.P. in 1993.

Dallas Stars and three affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 11-12935 to 11-12938) on Sept. 15, 2011.
The affiliates are Dallas Arena LLC, Dallas Stars U.S. Holdings
Corporation, and StarCenters LLC.  Judge Peter J. Walsh presides
over the cases.  Martin A. Sosland, Esq., and Ronit J. Berkovich,
Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel
to the Debtors.  John H. Knight, Esq., at Richards Layton &
Finger, P.A., serves as the Debtors' Delaware counsel.  The Garden
City Group, Inc., as their notice, claims, and solicitation agent.

Dallas Stars estimated $100 million to $500 million in assets and
debts in its petition.  The petitions were signed by Robert L.
Hutson, chief financial officer.

The team is owned by Dallas businessman Thomas O. Hicks' HSG
Sports Group.  Mr. Hicks was the former owner of the Texas
Rangers.  The Texas Rangers were sold in a bankruptcy court-
supervised auction to a group led by Hall of Fame pitcher Nolan
Ryan for $593 million.

The Stars are the second NHL team to file for bankruptcy since
2009, after the Phoenix Coyotes.

Counsel to JP Morgan Chase Bank, N.A., as Prepetition First Lien
Agent, is Mitchell A. Seider, Esq., and Joseph Fabiani, Esq., at
Latham & Watkins LLP.  Its Delaware counsel is Michael R.
Lastowski, Esq., at Duane Morris LLP.

First lien lender Monarch Alternative Capital LLC is represented
by Andrew M. Leblanc, Esq., at Milbank Tweed Hadley and McCloy
LLP.

Counsel to the NHL are Thomas W. Gowan, Esq., and J. Gregory
Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.

Counsel to GSP Finance LLC, as successor in interest to Barclays
Bank PLC, as Prepetition Second Lien Agent, is Jason Young, Esq.,
at Clifford Chance US LLP.


DECORATOR INDUSTRIES: Won't Seek DIP Loan to Fund Bankruptcy
------------------------------------------------------------
The South Florida Business Journal reports that Decorator
Industries    filed for Chapter 11 bankruptcy protection on Oct.
3, 2011, in Florida, Miami.  The Company intends to continue
operating while in bankruptcy.

The company declared between $1 million and $10 million in debt,
between $10 million and $50 million in assets, and a long list of
creditors nationwide.  "Our company made significant cost
reductions over the last three years to adjust to the declining
sales," President and CEO William Johnson said in a news release.
"Despite these efforts, management and the board of directors have
decided to utilize the Chapter 11 restructuring process to address
certain costs in a timely and orderly fashion that could not be
dealt with outside of Chapter 11."

The company also said it does not intend to seek costly debtor-
in-possession financing to fund its bankruptcy.  Decorator
Industries' sales volume had dropped in recent years, prompting
cutbacks.

Decorator Industries (Pinksheets: DINI) supplies interior
furnishings for the hospitality and RV industries.

Decorator Industries, doing business as Specialty Window Coverings
and Superior Drapery, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 11-37641) on Oct. 3, 2011.  Paul J.
Battista, Esq. and Mariaelena Gayo-Guitian, Esq., at Genovese
Joblove & Battista, P.A., serve as counsel to the Debtor.
The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.


DEE ALLEN RANDALL: Says Ponzi Scheme Was "Legal"
------------------------------------------------
Tom Harvey at the Salt Lake Tribune reports that Dee Allen
Randall, the owner of Horizon Mortgage & Investment, Horizon
Financial & Insurance Group and Horizon Auto Funding, claims he
was conducting a "legal Ponzi scheme," but authorities are
investigating him for possible violations of the law in an
operation that took in $65 million from 700 or so investors, some
of whom lost their retirement savings.

According to the report, Mr. Randall is suspected by a U.S.
bankruptcy official of running a Ponzi scheme in which monies from
new investors were used to pay earlier investors to make it appear
the businesses were profitable.  Mr. Randall said he had promised
returns of up to 14% and to safeguard retirement monies with
investments in real estate, auto leases or through insurance
products.

Attorney Steven Bailey in Ogden, Utah, who represents several
investors, said Mr. Randall has said in court he took in about
$65 million from about 700 investors.

Based in Kaysville, Utah, Dee Allen Randall filed for Chapter 11
protection (Bankr. D. Ut. Case No. 10-37546) on Dec. 20, 2010,
seeking to forestall creditors while he reorganized his finances.
Judge R. Kimball Mosier presides over the case.  Andres Diaz,
Esq., at 1 on 1 Legal Services, represents the Debtor.  The Debtor
estimated assets of $10 million and $50 million, and debts of
between $1 million and $10 million.

Laurie Cayton, of the U.S. Trustee Office, sought appointment of a
bankruptcy trustee to take charge of Mr. Randall's financial
affairs and conduct an investigation.


DUTCH RUN-MAYS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dutch Run-Mays Draft, LLC
        1280 West Newport Center Drive
        Deerfield Beach, FL 33442

Bankruptcy Case No.: 11-37471

Chapter 11 Petition Date: September 30, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Chad P Pugatch, Esq.
                  RICE PUGATCH ROBINSON & SCHILLER, P.A.
                  101 NE 3 Ave Suite 1800
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 462-8000
                  E-mail: cpugatch.ecf@rprslaw.com

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

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-37471.pdf

The petition was signed by William F. Ring, Jr., vice president of
Terra Equities, Inc.


EAST HARLEM: Meeting of Creditors Scheduled for Oct. 24
-------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in East Harlem Property Holdings, LP's Chapter 11 case on Oct. 24,
2011, at 2:30 p.m.  The hearing will be held at the Office of the
U.S. Trustee, 80 Broad Street, Fourth Floor, New York City.

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 East Harlem

East Harlem Property Holdings, LP, filed for Chapter 11 relief
(Bankr. S.D.N.Y. Case No. 11-14368) on Sept. 15, 2011.  Judge
James M. Peck presides over the bankruptcy case.  Adam P. Wofse,
Esq., at Lamonica Herbst & Maniscalco, LLP, in Wantagh, New York,
represents the Debtor as counsel.  In its petition, the Debtor
listed assets of between $100 million and $500 million and debts
of between $10 million and $50 million.  The petition was signed
by Linda Greenfield, vice president of Harlem Housing, LLC, sole
and managing member of East Harlem GP, LLC, general partner.


ENERGY FUTURE: Change in Executive Officers' Compensation Okayed
----------------------------------------------------------------
The organization and compensation committee of the board of
directors of Energy Future Holdings Corp. approved a modification
to the Company's executive officers' compensation arrangements.
The modification provides that their restricted stock units will
be subject to accelerated pro-rated vesting in the event of an
applicable executive officer's termination without "cause" or
resignation for "good reason," or in the event of the executive
officer's death or "disability".

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at June 30, 2011, showed $45.07
billion in total assets, $52.01 billion in total liabilities and a
$6.94 billion total deficit.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2011,
Fitch Ratings affirmed TCEH's Issuer Default Rating (IDR) at
'CCC'.  Due to inter-company linkages, Fitch has also affirmed the
IDRs of Energy Future Holdings Corp (EFH), Energy Future
Intermediate Holding Company LLC (EFIH) and Energy Future
Competitive Holdings Company (EFCH) at 'CCC'.


EQK BRIDGEVIEW: Third Amended Plan of Reorganization Confirmed
--------------------------------------------------------------
Judge Stacey G. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas approved EQK Bridgeview Plaza, Inc.'s
Third Amended Plan of Reorganization after determining that the
explanatory documents contain "adequate information" as defined
under Section 1125 of the Bankruptcy Code.

The Plan provides for the Debtor to continue to manage and operate
the Bridgeview Plaza shopping center located at 2420 Rose Street
in La Crosse, Wisconsin, and the approximately 2,928.441 acres of
undeveloped land in Kaufman County, Texas, and for the Debtor to
either sell the Dunes Plaza shopping center located at 104
Franklin Street in Michigan City, Indiana, pursuant to a pending
sale agreement or deed the Dunes Plaza Property to Grand Pacific
Finance Corp.

Under the Plan, the Debtor will use the Net Operating Income of
the Properties, funds currently on hand, funds to be contributed
by the Reorganized Debtor's equity holder, and proceeds from sales
of the Properties to enable the Debtor to meet operating expense
and to pay creditors.  Until and unless the Properties are sold or
refinanced, or until operating revenues are increased to a
sufficient level, Transcontinental Realty Investors, Inc., the
entity or its designee acquiring the equity of the Debtor, will
need to contribute funds to fund the initial payments to be made
under the Plan and to enable the Debtor to meet its obligations
under the Plan with respect to the Windmill Farms Property, and
TCI has agreed to contribute those funds.

The perfected liens and security interests held by the Prepetition
Lenders will be continued, preserved and retained to secure the
unpaid balance of their respective Allowed Secured Claims.  TCI or
its designee will receive 100% of the equity interests in the
Reorganized Debtor on account of its contributions and the new
value it is providing in funding the Plan.

A full-text copy of the approved Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?76cb

                        About EQK Bridgeview

Based in Dallas, Tex., EQK Bridgeview Plaza, Inc., sought chapter
11 protection (Bankr. N.D. Tex. Case No. 10-37054) on Oct. 4,
2010, and is represented by Melissa S. Hayward, Esq. --
MHayward@FSLHlaw.com -- at Franklin Skierski Lovall Hayward LLP in
Dallas, Tex.  The Debtor owns four parcels of real estate that it
values at $74 million.

In its schedules, the Debtor disclosed total assets of $76,458,815
and total liabilities of $74,763,048.


FILI ENTERPRISES: Court Dismisses Chapter 11 Reorganization Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
dismissed the Chapter 11 case of Fili Enterprises Inc.

According to the Troubled Company Reporter on July 21, 2011, upon
consummating the 11 U.S.C. Sec. 363 sale of all of its assets in
August last year, the Debtor transferred to Wreath Equity LLC all
of its property and business operations in exchange for Wreath
Equity LLC assuming certain liabilities, contributing certain
cash, and allowing the Debtor to retain other cash that was earned
during the course of the Debtor's business operations prior to the
sale.  That left the Debtor with approximately $2.5 million in
proceeds, but no assets and no ability to either function any
longer as a going concern, or meaningfully reorganize.

As part of the sale process, the Debtor negotiated with Wreath
Equity and the Official Committee of Unsecured Creditors for an
allocation of the Sale proceeds to fully pay all non-professional
administrative claims and Committee professional fees; set aside
an agreed "carve-out" to distribute to unsecured creditors; and
apply the remainder of the cash to pay a portion of the fees and
costs owing to the Debtor's professionals.

The Debtor currently has $1,950,930 in sale proceeds remaining.

To resolve all remaining claims, the Debtor proposes this fund
distribution:

     a. U.S. Trustee Fees of $11,375 will be paid in full.

     b. The Debtor has reduced the amount of general unsecured
        claims against the estate from $10.5 million to
        $4.3 million.  Recovery for unsecured creditors is
        increased from 1.9 cents on the dollar to 4.3 cents.

     c. The Debtor intends to fully pay all allowed priority tax
        claims aggregating $25,676.

     d. The Debtor has reduced the amount of non-professional
        administrative claims from $1.6 million to $890,000 and
        intends to fully pay these claims.

     e. The outstanding amounts currently owed to the Debtor's
        professionals total $1,344,333.  The Debtor intends to pay
        all fees awarded by the Court to Debtor's professionals on
        a pari passu basis.  The Debtor projects that the Debtor's
        professionals will be paid 77.2 cents on the dollar.

Brendan P. Collins, Esq., at Brownstein Hyatt Farber Schreck LLP,
told the Court that following the sale, the Debtor no longer has
an operational business, has no employees, has no prospects for
rehabilitation, and can't effectuate a plan of reorganization.

The U.S. Trustee agreed that dismissal better serves the interests
of creditors rather than conversion to Chapter 7.

The U.S. Trustee, however, proposed pre-conditions to dismissal.
The pre-conditions include that all monthly operating reports of
the Debtor should be brought current and all proposed payments to
creditors occur prior to the entry of any dismissal order.

                      About Fili Enterprises

Fili Enterprises Inc., which owns the Daphne's Greek Cafe, filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
in San Diego, California (Bankr. S.D. Calif. Case No. 10-00324),
listing assets and liabilities of between $10 million and
$50 million.

Fili Enterprises operates 67 Greek restaurants mostly in Southern
California.  Fili also does business under the names Daphne's
Greek Express.

Unsecured and priority creditors are owed $3.7 million. U.S.
Foodservice Inc., owed $1.1 million, is the unsecured creditor
with the largest listed claim.

Chief Executive George Katakalidis, a former professional soccer
player, founded the company in 1988.


FOXCHASE LLLP: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Foxchase, LLLP
        237 Day Lake Drive
        Midland, GA 31820

Bankruptcy Case No.: 11-41057

Chapter 11 Petition Date: September 30, 2011

Court: United States Bankruptcy Court
       Middle District of Georgia (Columbus)

Debtor's Counsel: Thomas F. Tierney, Esq.
                  THOMAS F. TIERNEY P.C.
                  1401 Georgian Park, Suite 110
                  Peachtree City, GA 30269
                  Tel: (770) 631-1100
                  Fax: (770) 631-7055
                  E-mail: tierneylawyer@yahoo.com

Scheduled Assets: $7,776,550

Scheduled Debts: $8,035,857

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/gamb11-41057.pdf

The petition was signed by Leonard Bilberry, general partner.


FPD LLC: Three Debtors Seek Dismissal of Chapter 11 Cases
---------------------------------------------------------
NC Development, LLC, Shadow Brook Farm, LLC, and 7800 Philadelphia
Road, LLC, ask the U.S. Bankruptcy Court for the District of
Maryland to dismiss their Chapter 11 cases because no asset
remains for distribution.  The Moving Debtors filed their
voluntary bankruptcy petitions on Feb. 25, 2011.

On Feb. 25, 2011, the Debtors filed motions for orders (i)
approving sale procedures related to the sale of all of the real
properties subject to the liens of Wells Fargo Bank, N.A.,
successor-by-merger to Wachovia Bank, N.A., free and clear of
liens, claims and interests; and (ii) approving the sale of the
Properties free and clear of liens, claims and interests.  The
Court granted the Sale Motion on May 26, 2011.

Pursuant to the Sale Order, the Moving Debtors proceeded with the
process of consummating the sale of their Properties to certain
Buyers.  As of Aug. 17, 2011, the closing on all of the Moving
Debtors' Properties was completed.  The net proceeds of the sales
of the Moving Debtors' Properties were paid to Wells Fargo.
However, the purchase prices of these Properties were insufficient
to provide funds for the payment of any of the Moving Debtors'
other creditors, Aryeh E. Stein, Esq., at Meridian Law, LLC, in
Baltimore, Maryland, relates.

The Moving Debtors' assets consisted primarily of its real
properties.  The only other asset listed on the Schedules filed by
any of the Moving Debtors was a checking account held by NC
Development, LLC at Bank of Annapolis with a balance of $39.
Those funds have been disbursed to pay expenses of the Chapter 11
case and the account has been closed, according to Mr. Stein.

The Moving Debtors' Chapter 11 cases were filed in order to permit
a well-advertised and promoted auction sale of their Properties,
so as to maximize the payment to creditors.  The Moving Debtors'
attempt to generate funds for payment to creditors other than
Wells Fargo was not successful.  The Moving Debtors' Properties
have been sold and they have no assets with which to formulate and
confirm a plan, Mr. Stein says.  He notes that Section 112(b) of
the Bankruptcy Code provides that the Court may dismiss a Chapter
11 case for "cause."

Here, there is no likelihood of rehabilitation, Mr. Stein tells
the Court.  This is demonstrated by the Moving Debtors' lack of
assets and inability to make a distribution to unsecured
creditors.  Given the circumstances, there can be no question that
"cause" for dismissal exists under Section 1112(b).

                         About FPD, LLC

Prince Frederick, Maryland-based FPD, LLC, is a land development
company formed to acquire and develop property in Calvert County,
Maryland.  FPD owns a community known as Oaktree Landing in Prince
Frederick, Maryland.  The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. D. Md. Case No. 10-30424) on Sept. 3, 2010.  G.
David Dean, II, Esq., Gary H. Leibowitz, Esq., and Irving Edward
Walker, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in
Baltimore, assist the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $1 million to $10
million.

Alan M. Grochal, Esq., Christopher David Heagy, Esq., Maria Ellena
Chavez-Ruark, Esq., and Stephen M. Goldberg, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, represent the official committee of
unsecured creditors.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.

As reported in the TCR on Feb. 9, 2011, the Hon. Paul Mannes of
the U.S. Bankruptcy Court for the District of Maryland extended
FPD, LLC, et al.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until April 4, 2011,
and May 31, respectively.


FPD LLC: Court OKs Pact Settling Clearview Property Sale Dispute
----------------------------------------------------------------
The Honorable Paul Mannes approved an agreement among Debtor First
Development Group, LLC; Wells Fargo Bank, N.A.; Ian Cohen; DE
Assessments, LLC; BankAnnapolis; and First American Title Company
to settle the controversy among them arising from that certain
Purchase and Sale Contract, dated May 19, 2011, with respect to
the sale of certain real properties of the Debtors.

By a sale motion, the Debtors asked the Court for authority to
sell the real properties owned by them that were subject to liens
held by Wells Fargo to secure loans obtained by the Debtors before
the Petition Date.  One of the properties is a real property known
as Clearview Meadow subdivision in Dover, Delaware, consisting of
242 recorded building lots plus common areas, excluding completed
townhomes sold to other buyers at the auction.

Pursuant to the Court's Mar. 16, 2011 sales procedure order, an
auction was held on May 19, 2011, for the Debtors' Maryland and
Delaware properties covered by the sale.  Mr. Cohen was the
successful bidder for the Clearview Property.  At the auction, Mr.
Cohen and First Development signed the Contract.

The Court granted the Sale Motion on May 23, 2011, approving,
among other things, the sale of the Clearview Property to Mr.
Cohen.  Closing of the sale was postponed from June 30, 2011 to
July 15, 2011.  However, due to a dispute between First
Development and Mr. Cohen, Mr. Cohen did not close on the sale,
and litigation ensued between the parties.

On July 18, 2011, Mr. Cohen filed a complaint for declaratory
relief, designated as Adversary Proceeding No. 11-00571, against
First Development, DEA, Wells Fargo, BankAnnapolis, and First
American, seeking a determination that he was not in default under
the Contract and that the Contract entitled him to receive title
to the Clearview Property free and clear of a certain Amended
Declaration of Restrictions, which, among other things,
established certain front foot benefit and capital improvement
assessment rights with respect to each lot in the Clearview
Property.

First Development, DEA, Wells Fargo, BankAnnapolis, and First
American asserted that Mr. Cohen in fact was in breach of the
Contract for his failure to close, and that the Contract expressly
provides that Mr. Cohen agreed to accept title to the Clearview
Property subject to the Amended Declaration and the Front Foot
Benefits.

On July 21, 2011, First Development Group and the other Debtors
filed their motion to enforce the order approving the Debtors'
sale of Clearview Meadow by directing release of defaulting
buyer's earnest money deposit for the benefit of the Debtor, to
Wells Fargo, in accordance with the terms of the Contract.  By
their Motion to Enforce, the Debtors ask the Court to enforce the
Contract and to direct First American to pay Mr. Cohen's deposit
under the Contract to Wells Fargo, and to award the Debtors'
reasonable attorneys' fees incurred in connection with their
litigation with Mr. Cohen.

The Parties, after extensive negotiations, reached an agreement to
settle the controversy among them.  The terms and conditions of
the Contract are amended and supplemented by certain terms and
conditions, including:

     * In addition to the Purchase Price of $2,247,000, Mr. Cohen
       will pay the sum of $125,000 at Closing, for a total
       purchase price of $2,372,000.  Sheldon Good & Company's
       commission for the sale of the Clearview Property will
       continue to be based on the High Bid Price of $2,100,000;

     * The Seller will deliver title to the Clearview Property
       free and clear of liens, claims and encumbrances, as set
       forth in the Sale Order, provided that Mr. Cohen will take
       title to the property subject to the Amended Declaration
       and the Front Foot Benefits;

     * BankAnnapolis will be paid from the sale proceeds the sum
       of $150,000;

     * After deducting from the sale proceeds the required and
       appropriate Seller closing expense, the net sale proceeds
       remaining after payment to BankAnnapolis will be paid to
       Wells Fargo;

     * Upon completion of Closing, the Debtors' Motion to Enforce
       will automatically be deemed to be settled and withdrawn
       without the need for any further action by any of the
       Parties;

     * All Parties will execute and deliver to the settlement
       agent a stipulation of dismissal with prejudice of the
       Adversary Proceeding.  The Parties each will bear their
       own attorneys' fees and costs;

     * The Seller and DEA will execute and deliver certain
       assignments and amendments as may be necessary to confirm
       that Mr. Cohen will possess all rights of the Seller as
       the "declarant" with respect to the Clearview Meadow
       Subdivision.  However, the amendments will clearly and
       expressly provide that Mr. Cohen will not be permitted to
       amend the Declaration of Restrictions for the Clearview
       Meadow Subdivision, as amended, or to take any actions
       that would amend the Declaration or Amended Declaration to
       transfer, eliminate, or impair the rights of DEA or
       BankAnnapolis with respect to the Front Foot Benefits for
       the 61 lots within the subdivision that the Seller sold to
       purchasers other than Mr. Cohen;

     * Wells Fargo and BankAnnapolis will deliver the documents
       necessary to release the lenders' respective liens and
       security interests on the Clearview Property and the Front
       Foot Benefits appurtenant thereto, provided that DEA and
       BankAnnapolis will retain all of their respective rights
       to the Front Foot Benefits on the 61 Lots;

     * In lieu of complying with paragraph 44 of the Contract, by
       Sept. 30, 2011, Mr. Cohen will procure a release of the
       letter of credit obtained by First Development Group to
       secure First Development's obligations to the Delaware
       Department of Transportation to complete certain work on
       the Clearview Property; otherwise, Mr. Cohen will comply
       with paragraph 44.  First Development relies on e-mails
       provided by Mr. Cohen, which indicate that Mr. Cohen has
       an agreement with DelDOT for replacement of the letter of
       credit for which First Development currently is liable by
       a bond for which Mr. Cohen and his designee will be
       liable; and

     * Each Party releases all of its respective claims and
       causes of action against each other that relate in any way
       to the Contract, the Cohen Complaint, and the Debtors'
       Motion to Enforce.

Except as expressly modified by the Stipulation and Order, all
terms and conditions of the Sale Order will remain in full force
and effect.

                         About FPD, LLC

Prince Frederick, Maryland-based FPD, LLC, is a land development
company formed to acquire and develop property in Calvert County,
Maryland.  FPD owns a community known as Oaktree Landing in Prince
Frederick, Maryland.  The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. D. Md. Case No. 10-30424) on Sept. 3, 2010.  G.
David Dean, II, Esq., Gary H. Leibowitz, Esq., and Irving Edward
Walker, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in
Baltimore, assist the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $1 million to $10
million.

Alan M. Grochal, Esq., Christopher David Heagy, Esq., Maria Ellena
Chavez-Ruark, Esq., and Stephen M. Goldberg, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, represent the official committee of
unsecured creditors.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.

As reported in the TCR on Feb. 9, 2011, the Hon. Paul Mannes of
the U.S. Bankruptcy Court for the District of Maryland extended
FPD, LLC, et al.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until April 4, 2011,
and May 31, respectively.


F.Q. PARTNERS: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: F.Q. Partners, LLC
        432 Hwy 72 West, Suite 3
        Collierville, TN 38017

Bankruptcy Case No.: 11-30226

Chapter 11 Petition Date: September 30, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Michael P. Coury, Esq.
                  BUTLER, SNOW, O'MARA, STEVENS & CANNADA
                  Suite 500, 6075 Poplar Avenue
                  Memphis, TN 38119
                  Tel: (901) 680-7200
                  Fax: (901) 680-7201
                  E-mail: mike.coury@butlersnow.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tnwb11-30226.pdf

The petition was signed by Thomas W. Hart, chief manager.


FRIENDLY ICE CREAM: Court Approves First Day Motions
----------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that Judge Kevin Gross on Thursday signed off on a variety
of first day motions filed by the Friendly?s restaurant chain to
continue operations while in bankruptcy, including one request to
uphold customer programs like gift cards and discounts.

?I think it?s clear that these customer programs are particularly
significant in this case,? Judge Gross said, according to the
report. ?We don?t want to disappoint any parents or children.?

DBR also relates the Debtors' restructuring lawyer Ross M.
Kwasteniet, Esq., told the Bankruptcy Court at Thursday's hearing
that Friendly's ?is a company that I think a lot of people have
deep connections to.?  He also said people would tell him, ?A
visit home isn?t complete without a visit to Friendly?s.?

DBR also reports that Robert L. LeHane, Esq., at

          KELLEY DRYE & WARREN
          101 Park Avenue
          New York, NY 10178
          Tel: (212) 808-7573
          Fax: (212) 808-7897
          E-mail: rlehane@kelleydrye.com

who?s representing a group of landlords in the case, said he had
received a very personal plea -- from his daughter.

?My daughter . . . urged me to make sure that Friendly?s stay
open,? he told the Court, adding that his clients, too, would
?certainly like to see a healthy Friendly?s survive this
bankruptcy process.?

Private equity firm Sun Capital Partners Inc., in Boca Raton,
Fla., has created Sundae Group Holdings II LLC to acquire the
company out of bankruptcy.

?They?ve chosen a good name,? Judge Gross said, according to the
report.

?It is appropriate,? Mr. Kwasteniet concurred.

                          About Friendly's

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as the Debtors' claims and notice agent.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Sundae Group Holdings proposes to pay about $120 million for the
business.  The price includes enough cash to pay first-lien debt
and an amount of cash for unsecured creditors to be negotiated
with the official creditors' committee.  Aside from cash, Sun
Capital will make a credit bid from the $267.7 million in second-
lien, pay-in-kind notes.

The bid from Sun Capital is subject to higher and better offers
at an auction.  Under the proposed time-line, bids would be due
Nov. 24, followed by an auction on Dec. 1.  A competing bid must
be at least $122.6 million in cash.

Friendly's is the second company under Sun Capital's portfolio to
file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Wilmington, Delaware bankruptcy court on Oct. 3, 2011.


GALP CNA: Court Dismisses Case of GALP Cypress & Wentwood
---------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas, at the behest of U.S. Trustee for Region 18,
dismissed the Chapter 11 cases of GALP Cypress Limited Partnership
and Wentwood Woodside I LP because the companies are severed from
the joint administration case.

                          About GALP CNA

Houston, Texas-based GALP CNA Limited Partnership filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 10-
38975) on Oct. 4, 2010.  The Debtor estimated its assets and
debts at $1 million to $10 million at the Petition Date.

GALP CNA's case is jointly administered with that of Wentwood
Woodside I, L.P., Wentwood Roundhill I, L.P., Wentwood
Rollingbrook, L.P., and GALP Cypress Limited Partnership.  GALP
CNA is the lead case.

Houston, Texas-based GALP CNA Limited Partnership filed for
Chapter 11 bankruptcy protection on Oct. 4, 2010 (Bankr. S.D.
Tex. Case No. 10-38975).  The Debtor estimated its assets and
debts at $1 million to $10 million at the Petition Date.

Houston, Texas-based Wentwood Woodside filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 10-38981) on
Oct. 4, 2010.  It estimated its assets at $10 million to $50
million and debts at $1 million to $10 million at the Petition
Date.  Three affiliates -- Wentwood Roundhill, Wentwood
Rollingbrook, and GALP Cypress (Case No. 10-38991) -- also filed
for Chapter 11 bankruptcy protection on Oct. 4, 2010.

Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman,
P.C., assists the Debtors in their restructuring efforts.


GENERAL MARITIME: Moves Closer to Formal Restructuring
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that General Maritime Corp. moved closer to a
restructuring when it signed a standstill agreement on Sept. 30
with affiliates of Oaktree Capital Management LP, lenders on three
credits totaling $1.12 billion.

The report relates that the agreement requires delivering an
acceptable restructuring proposal.  The standstill expires
Nov. 10.  Moody's Investors Service said in September there is an
"increasing prospect" for "a restructuring of the terms of certain
of its credit facilities, if not the entirety of its debt."  The
majority of General Maritime's charter agreements expire in the
next 15 months.

For the six months ended June 30, New York-based General Maritime
reported a $55.5 million net loss on revenue of $208.1 million.
The operating loss in the period was $20.2 million.

The report relates that the $300 million in 12% senior unsecured
notes due in 2017 traded Oct. 4 at 23.3 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The shares closed Oct. 4
at 18.5 cents, down 1.5 cents in New York Stock Exchange composite
trading.  The three-year closing high was $12.94 in December 2008.

                    About General Maritime Corp.

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

The Company reported a net loss of $216.66 million on $387.16
million of voyage revenue for the year ended Dec. 31, 2010,
compared with a net loss of $11.99 million on $350.52 million of
voyage revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.78 billion
in total assets, $1.44 billion in total liabilities, and
$339.32 million in total shareholders' equity.

Deloitte & Touche LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditor noted that the Company requires additional
financing in order to meet its debt obligations that will come due
over the next year.  In addition, the Company has current losses
from operations, a working capital deficit and the expectation
that certain of its loan covenants will not be achieved during
2011 without additional capital being raised, debt being
refinanced or covenants waived or amended.

                         *     *     *

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.

In the Sept. 6, 2011, edition of the TCR, Moody's Investors
Service lowered its probability of default rating of General
Maritime to 'Caa3' from 'Caa1' and corporate family rating to
'Caa3' from 'B3'.  The outlook is negative.

The downgrade of the ratings to Caa3 reflects GenMar's still
tightening liquidity notwithstanding the recent issuance of junior
debt capital and relaxation of the minimum liquidity covenant of
its various debt facilities.  Moody's believes that seasonal
freight rates will remain close to current levels through most of
2012, because growth in ton-mile demand is unlikely to absorb
continuing excess vessel supply.  With the majority of the
company's current time-charter out contracts expiring in the next
12 to 15 months, GenMar will face increasing exposure to the
mainly lower spot market freight rates.  Moody's expects the
company to continue to have a difficult time achieving positive
operating cash flow, which could threaten its ability to make cash
interest payments.  The resultant overreliance on its cash
balance, which stood at almost $59 million at June 30, 2011 to
meet its operating and debt service requirements, could cause it
to fall out of compliance with the minimum liquidity covenant,
which the lenders recently agreed to lower to $35 million through
Dec. 31, 2011.


GENERAL MARITIME: S&P Cuts Corporate Credit Rating to 'SD'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
rating on New York City-based General Maritime Corp. to 'SD' from
'CCC+'. "At the same time, we lowered our ratings on the company's
senior unsecured notes to 'C' from 'CCC-' and placed those ratings
on CreditWatch with negative implications. The recovery rating of
'6', which indicates our expectation that lenders will receive a
negligible (0% to 10%) recovery in a payment default scenario,
remains unchanged," S&P related.

The rating action on General Maritime follow the Sept. 30, 2011,
amendment to the company's credit agreement that allowed it to pay
down the revolver sublimit of its 2010 credit facility, in lieu of
a scheduled principal amortization on the term loan portion of the
facility. "Under our criteria, we view failure to make the
scheduled principal payment as a selective default ('SD'), even
though the nonpayment was permitted by an amendment to the credit
agreement and the payment was applied to the revolving credit
portion of the facility," S&P related.

General Maritime provides international shipping of crude oil. The
company owns a fleet of 31 double-hull vessels, including seven
very large crude carriers, 12 Suezmax tankers, nine Aframax, two
Panamax, and one Handymax product tankers, with a total carrying
capacity of 5.2 million deadweight tons. The company also operates
three chartered-in Handymax vessels.

The company stated that it is considering various alternatives
including seeking additional waivers, offerings of debt or equity,
vessel sales, sale of all or a portion of its business, and
potentially a reorganization under Chapter 11 of the bankruptcy
code. "If General Maritime completes its debt restructuring, we
will reassess its credit quality and assign new ratings reflecting
our view of the company's operating prospects, capital structure,
and liquidity position," S&P related.


GENERAL MOTORS: Fitch Upgrades Issuer Default Rating to 'BB'
------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings (IDRs) of
General Motors Company (GM), General Motors Holdings LLC (GM
Holdings) and General Motors Financial Company, Inc. (GMF) to 'BB'
from 'BB-'.  The Rating Outlook for GM, GM Holdings and GMF is
being revised to Positive from Stable.

The upgrade of GM's ratings reflects the strengthening of the
company's credit profile over the past year as global light-
vehicle production volume has grown, net pricing has improved and
additional cost efficiencies have taken hold.  In addition, with a
relatively low debt load and a very strong liquidity position, GM
has significant financial flexibility that will help it manage
through a potential deterioration in global auto market
conditions.  The ratings above were solicited by, or on behalf of,
the issuer, and therefore, Fitch has been compensated for the
provision of the ratings.  It also could use a portion of its
liquidity to further shore up the underfunded position of its
defined benefit (DB) pension plans.  The new labor agreement with
the United Auto Workers (UAW) appears largely to have maintained
GM's financial and operational flexibility.

Despite the continued improvements to the company's credit
profile, a number of meaningful risks remain. GM has more work to
do on increasing the efficiency of its operations to the level of
its strongest global competitors.  It will also need to continue
making meaningful discretionary cash contributions to its DB
pension plans to meet its objective of fully funding the plans.
This contribution could be increased as a result of the decline in
both interest rates and asset values experienced by the capital
markets over the past several months.  In addition, broader
industry risks have not abated, including the likelihood of rising
gasoline prices over time, volatile raw material costs, worldwide
manufacturing overcapacity, aggressive competition and tightening
global fuel economy and emission regulations.  Meeting these
challenges will require ongoing significant cash investments in
both products and operations.

The ratings for GMF are linked to GM, reflecting Fitch's belief
that the company is of strategic importance to its parent and that
there is an implicit level of support between the entities.  GMF
was acquired to help improve GM's penetration rates in subprime
retail, full-spectrum leasing, and eventually, wholesale
financing.  Still, GMF's ratings also reflect its solid market
position in the auto finance space, seasoned management team,
strong asset quality, improved funding flexibility, sound
capitalization, and its ability to manage liquidity and
economically access the ABS markets throughout the economic
downturn.

The Positive Outlook for all three entities reflects Fitch's
expectation that GM's credit profile will improve gradually over
the next several years, provided automotive market conditions do
not materially weaken.  Fitch anticipates leverage will decline
modestly and free cash flow will strengthen, both due to a
continuation of the same factors that have contributed to the
marked improvement seen over the past two years.  Fitch notes,
however, that with balance sheet debt likely to decline only
slightly over the intermediate term, leverage reduction will be
largely dependent upon increased EBITDA.  Positive free cash flow
will allow the company to maintain a strong automotive cash
liquidity position, although the current level is well above the
$20 billion that Fitch believes is the minimum needed for GM to
operate its business. Given the excess automotive cash on GM's
balance sheet, Fitch believes management could make additional,
and potentially large, voluntary pension contributions later this
year, further reducing the plans' underfunded position.  Fitch
does not expect the company to return cash to shareholders through
common dividends or share buybacks until it has made further
progress on funding its pension plans.

Fitch could consider a positive action on GM's ratings in the
intermediate term if the company makes further progress on
reducing its substantial pension obligations, while continuing to
update its product portfolio and increase the cost efficiency of
its operations.  A continued ability to maintain or increase both
market share and net pricing in the company's key global markets
would also be a factor in a positive rating action.  Importantly,
Fitch also would look for the company to maintain a cash, cash
equivalents, and marketable securities balance of about $20
billion or higher on a sustained basis.

On the other hand, Fitch could undertake a negative rating action
on GM if external market conditions weaken significantly,
resulting in a reduction in free cash flow, a decline in liquidity
and an increase in leverage.  This situation would require a
significant reversal of current market trends.  Fitch could also
take a negative rating action on the company if management changes
its philosophy about keeping debt low and de-risking the company's
DB pension plans.

While GMF's current Rating Outlook is linked to GM, a de-linking
of the financial subsidiary's ratings or Outlook from those of the
parent company could occur with a change in the perceived
relationship between GM and the subsidiary.  This could result in
a negative rating action on GMF if Fitch believes that the unit
has become less core to the parent's strategic operations or
adequate financial support is not provided in a time of crisis.
Additionally, the recognition of consistent operating losses, an
increase in leverage beyond historical levels, and/or
deterioration in the company's liquidity profile could yield
negative rating action.

Despite the significant positive change seen in GM's credit
profile since its bankruptcy filing two years ago, many risks
remain. Company-specific risks include significant pension and
other post employment benefit (OPEB) obligations, although the
latter was reduced heavily in 2009 with the transfer of
obligations tied to UAW-represented employees to a union-sponsored
voluntary employee benefits association (VEBA).  OPEB also is
likely to decline once the company and the Canadian Auto Workers
Union are able to set up the anticipated Health Care Trust, which
will be similar to the VEBA. As of year-end 2010, GM's global
pension plans (including certain unfunded non-U.S. plans) were
underfunded by $22 billion, including a $12 billion underfunded
position for the U.S. plans.  During 2010, the company contributed
$4.9 billion to its global plans, including $4.1 billion to its
U.S. plans. Notably, the figures above do not include a common
stock contribution made to the U.S. plans in January 2011 that was
valued at $2.2 billion.  GM is not required to make any
contributions to its U.S. plans in 2011, although management has
indicated that the company could potentially make additional
contributions to the plans later this year, depending on actual
and projected plan performance.  This could result in some tension
with the equity investors, however, as the company's balance sheet
focus appears more oriented to the benefit of fixed income
investors, at least in the near term.

The underfunded position of the global pension plans could rise
significantly at the next measurement date of Dec. 31, 2011, if
long-term interest rates stay near current levels and asset values
remain depressed.  Demonstrating the sensitivity of the plans to
interest rates and asset values, Fitch estimates that, for
illustrative purposes only, a 30-basis point (bp) decline in
interest rates, combined with a 10% decline in asset values (both
compared to year-end 2010 levels), would increase the underfunded
status of GM's global pension plans by about $13 billion versus
year-end 2010.  This would result in a global underfunded
position, including certain unfunded plans, of $35 billion.
Although a reduction in interest rates and asset values of this
magnitude would significantly increase the level of cash
contributions needed to fully fund the plans, GM's substantial
excess cash liquidity position would provide it with the means to
offset much of the decline.  Fitch emphasizes that the above
calculation is only to frame a scenario and is not meant to be an
estimate of GM's current funded status.

Also considered in Fitch's ratings of GM is the heightened
uncertainty as to the strength and pace of the global economic
recovery. Although Fitch's base case forecast assumes the U.S.
economic recovery continues for the next several years, the rate
of improvement is expected to be slower than earlier estimates, as
continued high unemployment, ongoing housing weakness, reduced
consumer confidence and volatile stock prices are likely to
constrain the rate of growth through at least the near term.
Conditions in the highly fragmented Western European auto market
also are uncertain, as concerns regarding the fiscal stability of
the Euro zone countries could weigh heavily on auto demand in the
region.  Access to customer financing could become an issue in
Europe as well, given GM customers' reliance on bank financing,
which could become constrained as Euro zone fiscal pressures
increase.  Developing countries are also seeing a slowing in the
pace of demand growth, with, for example, government efforts to
curtail the pace of new car sales in China resulting in slower
demand growth in a key country.

Fitch's 2011 industry forecast calls for full-year U.S. auto sales
of 12.5 million, which represents about an 8% increase from the
11.6 million sales seen in 2010.  Although the U.S. seasonally
adjusted annual rate (SAAR) of sales appears to have hit the 13
million level in September, Fitch believes maintaining that level
through the remainder of the year will require heavy marketplace
incentives, driven, in part, by Japanese manufacturers making up
for market share shortfalls experienced following the earthquake
and tsunami earlier this year.  This could depress the strong
industry net pricing that was seen through the summer of 2011.
Assuming the U.S. does not fall back into recession, Fitch expects
U.S. sales to continue rising in 2012 and beyond, although sales
growth is likely to be milder in those years than earlier
expectations due to the current projections for a slower rate of
improvement.

GM's product portfolio in the U.S. performed relatively well
through the first eight months of 2011, with its U.S. light
vehicle sales up 16%, leading to a 100 bp increase in market share
to 20.1% from 19.1%.  GM has seen particular strength in sales of
the new Chevrolet Cruze, as well as the Chevrolet Equinox,
Cadillac CTS and Buick Regal.  In addition, sales of its large
pickups, the Chevrolet Silverado and GMC Sierra, generally have
held up despite higher fuel prices and significant competition
from Ford's new V6-powered F-150 variants.  Through August,
Silverado sales were up 7.3% and Sierra sales were up 18% year
over year.  A continued rollout of new models should further
strengthen GM's U.S. lineup, with upcoming vehicles such as the
compact Chevrolet Sonic, Buick Verano small sedan and redesigned
Chevrolet Malibu further updating the company's product offerings.

Outside the U.S., GM's unit sales have grown this year despite
pressure on industry demand in key markets, such as China and
Western Europe.  Through the first half of 2011, unit sales in the
company's European segment increased 8.7%, despite the ongoing
malaise in the region's auto market, supported by several new Opel
models, including the redesigned Meriva and Astra.  In the South
America segment, unit sales were up 20% in the first half of the
year (1H'11) on improving economic conditions in much of the
region, while the International Operations segment experienced an
8.9% increase in unit sales (including joint venture sales) in
1H'11, driven by growth in developing markets.  Overall, GM's
global unit sales were up 11% in 1H'11, more than twice the 5.1%
increase seen in global industry sales during the same period,
further demonstrating the progress the company is making in
growing its substantial presence in virtually all major global
markets.

Strong net pricing and a lower cost base contributed to a Fitch-
calculated automotive EBITDA margin of 8.4% in the last 12 months
(LTM) ended June 30, 2011, up from only 4.3% in the LTM ended June
30, 2010.  Despite the relatively strong EBITDA margin, free cash
flow in the LTM ended June 30, 2011 was negative $898 million,
largely due to $4 billion of discretionary pension contributions
made in late 2010 and the negative working capital impact of 1Q'11
termination of an in-transit financing program with Ally
Financial.  Absent these non-recurring items, Fitch estimates free
cash flow would have been positive in the LTM ended June 30, 2011.
Over the intermediate term, Fitch expects margins to rise somewhat
from current levels and remain strong by historical standards.
However, maintaining sustained margins above 10% could be
challenging, given the heavy competition of the global auto
market, which continues to be characterized by a focus on market
share.

For the full year 2011, Fitch expects GM to produce positive free
cash flow, excluding any additional significant pension
contributions that the company might voluntarily make late in the
year.  Negatively affecting free cash flow in 2H'11 will be an
expected steep rise in capital spending, which the company
estimates will total about $7 billion for the full year.  After
spending only $2.5 billion in 1H'11, GM's forecast suggests 2H'11
capital expenditures could be about $2 billion higher than
spending in 1H'11.  Also likely contributing free cash flow
pressure will be typical seasonal factors, such as plant shutdowns
for the model year changeover and higher structural costs to
support new model rollouts.  Longer term, the company expects to
keep capital expenditures near current levels, regardless of
changes in market demand.  Although this will put additional
pressure on free cash flow during times of market weakness,
consistent capital spending will help to ensure that the company
keeps its product lineup fresh and competitive.

GM exited bankruptcy in 2009 with a dramatically reduced debt
load, and over the course of 2010, the company reduced its debt by
a further $11 billion, ending the year with $4.6 billion of
automotive debt.  As of June 30, 2011, automotive debt totaled
$4.7 billion, and Fitch expects the company's automotive debt to
remain in the $4 billion to $5 billion range over at least the
intermediate term.  The majority of GM's automotive debt is
associated with non-U.S. subsidiaries and is non-recourse to the
parent company.  Late last year, GM withdrew its application for
loans from the U.S. Department of Energy's (DOE) Advanced
Technology Vehicle Manufacturing (ATVM) program, which at the time
had not yet been approved, as management believed borrowing from
the program would have been inconsistent with its plans to
minimize debt.  With GM's very substantial cash liquidity balance,
and with management's continued plan to operate the company with
minimal debt, Fitch does not expect debt to rise meaningfully for
at least the next several years.

Fitch calculates that GM ended 2Q'11 with EBITDA leverage (total
debt/ Fitch-calculated EBITDA) of 0.4 times (x), the same as at
year-end 2010 and down from 1.5x at June 30, 2010.  Fixed charge
coverage (Fitch-calculated EBITDAR/gross interest expense plus
rent) was 9.0x at June 30, 2011, up from 7.3x at year-end 2010 and
2.2x at the end of 2Q'10. The company ended 2Q'11 with a very
strong unrestricted automotive cash, cash equivalents and
marketable securities balance of $33 billion, up from $27 billion
at year-end 2010, and total liquidity, which includes the $5
billion of availability on the company's primary revolving credit
facility, increased to $38 billion versus $32 billion.  The
company also had availability on a number of committed and
uncommitted lines of credit outside the U.S. Liquidity in the LTM
ended June 30, 2011, was bolstered by GM's sales of its interest
in Delphi for $3.8 billion and its preferred stock in Ally
Financial for $1 billion earlier this year, as well as its sale of
Nexteer for $426 million late last year.

On Sept. 28, 2011, the UAW announced that its members had ratified
the new four-year labor agreement reached between GM and union
leadership 12 days earlier.  Fitch has reviewed the terms of the
new agreement and the implications on GM's financial performance
over the next several years.  In general, the new agreement
appears to provide the company with sufficient financial and
operational flexibility to allow a continuation of the positive
progress it has made since emerging from bankruptcy in 2009.
Unlike earlier UAW agreements, the new agreement has not increased
pension benefits for union-represented employees, and,
importantly, it has capped the employee population covered by the
DB plans, with new-hire employees covered by a defined
contribution (DC) plan instead.  Average compensation will decline
over time as workers earning entry-level wages make up an
increasing proportion of the employee population, and a greater
percentage of compensation will be tied the company's financial
and quality performance.  Although the agreement brings some
vehicle production that had been slated for Mexico back to the
U.S., it appears overall that it has met management's objective of
maintaining the company's breakeven level at a U.S. light-vehicle
SAAR of about 10.5 million.

GM Holdings' senior secured revolving credit facility is rated
'BBB-', two notches above the subsidiary's IDR of 'BB' to reflect
the substantial collateral coverage backing the facility,
including most of the company's hard assets in the U.S. GM's
Series B preferred stock rating of 'B+' is rated two notches below
GM's IDR of 'BB', reflecting its relatively low priority position
in a distressed scenario.

GM's ratings apply to 100 million shares of 4.75% Series B
mandatory convertible junior preferred stock.  GM Holdings'
ratings apply to a $5 billion secured revolving credit facility.
GMF's ratings apply to $500 million of unsecured debt.

Fitch has upgraded the following ratings, all with a Positive
Outlook:

GM

  -- IDR to 'BB' from 'BB-';
  -- Preferred stock rating to 'B+' from 'B-'.

GM Holdings

  -- IDR to 'BB' from 'BB-';
  -- Secured revolving credit facility rating to 'BBB-' from
'BB+'.

GMF

  -- IDR to 'BB' from 'BB-';
  -- Senior unsecured rating to 'BB' from 'BB-'.


GLOBAL CROSSING: Common Shares Delisted from NASDAQ
---------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Global Crossing Ltd's common stock.

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

Global Crossing Limited reported a consolidated net loss of
$172 million on $2.609 billion of consolidated revenue for the
twelve months ended Dec. 31, 2010, compared with a net loss of
$141 million on $2.159 billion of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.28 billion
in total assets, $2.83 billion in total liabilities and a $548
million total shareholders' deficit.

                          *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.  S&P assigned its 'CCC+' issue-level
rating and '6' recovery rating to Global Crossing's proposed $150
million of senior unsecured notes due 2019.  The '6' recovery
rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.


GLOBAL CROSSING: Moody's Raises Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service upgraded Level 3 Communications, Inc.'s
(Level 3) corporate family and probability of default ratings (CFR
and PDR respectively) to B3 from Caa1 on expectations that net
synergies from the just-closed acquisition of Global Crossing Ltd.
(GCL) will allow the company to become modestly cash flow positive
on a sustained basis within two years. In the interim, the company
has a large cash position, estimated at $850 million, with which
to fund synergy-related initiatives and Level 3's speculative
grade liquidity rating remains unchanged at SGL-1 (very good). As
part of the action, ratings for the company's debt instruments
were adjusted to account for the upgraded CFR/PDR and loss given
default (LGD) assessments were revised given debt incurred to
refinance CGL's debt (refer to ratings listing below). The actions
also include a new $650 million senior secured term loan B at
Level 3's wholly-owned subsidiary, Level 3 Financing, Inc.
(Financing) and the assumption by Financing of senior unsecured
notes originally issued in the name of another wholly-owned
subsidiary, Level 3 Escrow, Inc. (Escrow). The rating action
concludes a review initiated on April 11, 2011 when the
acquisition was announced; the rating outlook is now stable
(Ratings for GCL will be withdrawn in due course).

These summarizes the rating actions and Level 3's ratings:

   Issuer: Level 3 Communications, Inc.

   -- Corporate Family Rating, Upgraded to B3 from Caa1

   -- Probability of Default Rating, Upgraded to B3 from Caa1

   -- Outlook changed to Stable from on Review for Possible
      Upgrade

   -- Senior Unsecured Conv./Exch. Bond/Debenture, upgraded to
      Caa2 (LGD6, 91%) from Caa3 (LGD6, 90%)

   -- Senior Unsecured Bond/Debenture, upgraded to Caa2 (LGD6,
      91%) from Caa3 (LGD6, 90%)

Level 3 Financing

   -- Senior Secured Bank Credit Facility, upgraded to Ba3 (LGD1,
      9%) from B1 (LGD1, 6%)

   -- Senior Unsecured Regular Bond/Debenture, upgraded to B3
      (LGD4, 58%) from Caa1 (LGD4, 54%)

Level 3 Escrow (assumed by Level 3 Financing)

   -- Senior Unsecured Regular Bond/Debenture, upgraded to B3
      (LGD4, 58%) from Caa1 (LGD4, 54%)

RATINGS RATIONALE

Level 3 has a reasonable business proposition but margins are
relatively poor because of over-supply and with the interest carry
on the company's sizeable debt burden, there has been little
capacity to amortize debt. The company's B3 CFR/PDR are based on
expectations that net synergies from the just-closed acquisition
of Global Crossing Ltd. (GCL) will change this dynamic and allow
Level 3 to become modestly cash flow positive on a sustained basis
within two years, and that there is sufficient liquidity at
closing to fund both investments in synergy-related initiatives
and near term debt maturities. The rating also presumes that the
company's improving credit profile will facilitate repayment
and/or roll-over of 2013 and 2014 debt maturities.

Rating Outlook

The stable ratings outlook is premised on net synergies from the
just-closed acquisition of GCL allowing Level 3 to become modestly
cash flow positive on a sustained basis within two years.

What Could Change the Rating - Up

As the existing B3 CFR/PDR anticipates the benefit of future
performance, it is unlikely that the rating would be upgraded over
the near term. Once execution risks are substantially addressed
and presuming solid industry conditions and solid liquidity
arrangements, in the event that Debt/EBITDA declines towards 5.0x
and (RCF-CapEx)/Debt advances beyond 5%, positive ratings actions
may be warranted.

What Could Change the Rating - Down

Whether the result of execution mis-steps or adverse industry
conditions, should it appear that the company is not cash flow
self-sufficient, or in the event of adverse liquidity developments
or significant debt-financed acquisition activity, negative
ratings activity may be considered.

The principal methodology used in rating Level 3 Communications
was the Global Communications Infrastructure Rating Methodology,
published June 2011.

Corporate Profile

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


GRACEWAY PHARMACEUTICALS: S&P Revises Corp. Credit Rating to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services changed its corporate credit
rating on Bristol, Tenn.-based Graceway Pharmaceuticals LLC to 'D'
from 'SD' following the company's filing for Chapter 11 bankruptcy
protection on Sept. 29, 2011.

"At the same time, we lowered the issue-level rating on the
company's first-lien secured debt to 'D' from 'CC' and removed it
from CreditWatch developing, where it was placed on Sept. 17,
2010. The 'D' issue-level rating on Graceway's second-lien debt,
and the existing recovery ratings, remain unchanged," S&P said.

"The first-lien recovery rating is '4', indicating our expectation
of average (30%-50%) recovery in the event of payment default. The
second lien recovery rating is '6' indicating our expectation of
negligible (0-10%) recovery in the event of payment default. The
issue-level rating on both the first-lien and second-lien debt is
'D' (the same as the corporate credit rating)," S&P related.

"Standard & Poor's view of the lender's recovery has not changed
following the bankruptcy announcement," said Standard & Poor's
credit analyst Michael Berrian.


GREAT ATLANTIC: Evicts Grocery Haulers From Avenel Warehouse
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co. won the first round
in its effort at evicting Grocery Haulers Inc. from a warehouse in
Avenel, New Jersey.  Grocery Haulers provided trucking services
for A&P's Pathmark brand stores.  As part of the arrangement,
Grocery Haulers rented the Avenel warehouse for $1 a year.

The report recounts that early in the Chapter 11 case A&P rejected
the contract with Grocery Haulers.  When Grocery Haulers refused
to vacate the warehouse, A&P sued, seeking a declaration that
there was a violation of the so-called automatic stay in
bankruptcy.  Grocery Haulers responded by arguing that rejection
of a lease doesn't oust a tenant from the right to occupy the
premises for the remainder of the term of the lease.

According to the report, U.S. Bankruptcy Judge Robert D. Drain
didn't buy Grocery Haulers' argument.  In an Oct. 3 ruling, Judge
Drain said it wasn't a "true lease." He directed Grocery Haulers
to "vacate the premises as promptly as practicable."  Judge Drain
said he would hold a hearing later to decide if damages should be
imposed for violation of the automatic stay.

A&P said it intends to lease or monetize the value of the
warehouse once Grocery Haulers is gone.

                  About Great Atlantic & Pacific

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

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

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

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

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


GSC GROUP: Trustee Files Amended Ch. 11 Plan After $235MM Sale
--------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that the trustee for
GSC Group Inc. on Tuesday filed an amended Chapter 11 plan calling
for all GSC equity interests to be canceled, and for the company
to reorganize as part of its $235 million sale to Black Diamond
Capital Management LLC.

U.S. Bankruptcy Judge Arthur Gonzalez had approved the sale of the
company's assets in July to Black Diamond, to whom it had owed
$209 million when it filed for Chapter 11 protection in August
2010, according to Law360.

                           About GSC Group

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

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

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  No committee
of unsecured creditors has been appointed in the Chapter 11 Cases.


GSI HOLDINGS: Moody's Says B2 CFR Unaffected by Acquisition
-----------------------------------------------------------
Moody's Investors Service said that the announcement that AGCO
(rated Ba1 by Moody's) has agreed to acquire GSI Holdings Corp.,
(the entity that wholly owns GSI Holdings, LLC) from affiliates of
Centerbridge Partners, L.P. does not affect GSI Holdings, LLC
("GSI")'s B2 corporate family rating, B2 probability of default
rating, or existing debt instrument ratings. The ratings outlook
remains stable. The transaction is expected to close before the
end of 2011, subject to regulatory approval. GSI's debt is
expected to be repaid upon closing of the acquisition. Upon
consummation of the acquisition and full repayment of rated debt,
Moody's expects to withdraw all of GSI's ratings.

These summarizes the current ratings:

Corporate family rating at B2;

Probability of default rating at B2.

$50 million first lien revolver due 2013 at B1 (LGD-3, 36%)

$305 million first lien term loan due 2014 at B1 (LGD-3, 36%)

The principal methodology used in rating GSI Holdings, LLC was the
Global Heavy Manufacturing Rating 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.

GSI Holdings Corp. headquartered in Assumption, IL, is a
manufacturer and supplier of agricultural equipment. Roughly 70%
of GSI's revenues are to the North American market. The company's
products include grain storage systems, and swine and poultry
production equipment. Revenues during the last twelve months ended
June 30, 2011 totaled over $700 million.


HOFMEISTER'S PERSONAL: Intends to Sell Inventory in November
------------------------------------------------------------
Scott Olson at the Indianapolis Business Journal reports that
Hofmeister's Personal Jewelers Inc. plans to begin an aggressive
sale of its inventory next month in an attempt to pay down debt
and move a step closer to emerging from bankruptcy protection.

The report relates the Company said it isn't liquidating the store
and plans to stay in business, but is asking the court to let it
use "bankruptcy," "Chapter 11," "reorganization" and "inventory
reduction" wording in its advertisements to help spur sales.

According to the report, the store at 3809 E. 82nd St. said in a
court filing that, pending court approval, the sale will begin on
Nov. 2, 2012, and continue until Feb. 14, 2012.  The intent is to
sell as much merchandise as possible during the Christmas shopping
season and through Valentine's Day.

The report says Hofmeister's wants to hire Pittsburgh-based LFS
Consultants to help it move merchandise and plans to pay it a
sales commission of 4.5%, according to court documents.  The
commission will decline to 2.5% on jewelry items priced at $20,000
and above.

The report relates that Hofmeister's is asking the court to
authorize the sale without obtaining various state and local
licenses and without observing state and local waiting periods.

Hofmeister's Personal Jewelers Inc., operates jewelry stores under
the Hofmeister's Keepsake Diamond Center name.  It was founded by
Gary Hofmeister in 1973 in downtown Indianapolis. Mr. Gary's son,
Carter, owns 85% of the business and manages operations.

Hofmeister's filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Ind. Case No. 11-04451) on April 13, 2011.  Judge Basil H.
Lorch, III, presides over the case.  Eric C. Redman, Esq., at
Redman Ludwig PC, represents the Debtor.  The Debtor disclosed
$3,799,696 in assets, and $5,483,014 in debts.


HORIZON LINES: Exchange Offer Expires; 99.3% of Notes Tendered
--------------------------------------------------------------
Horizon Lines, Inc.'s previously announced exchange offer and
consent solicitation expired on Oct. 3, 2011, at 5:00 p.m., New
York City time.  As of the expiration of the exchange offer, 99.3%
of the $330.0 million aggregate principal amount of the 4.25%
Convertible Senior Notes due 2012 had been tendered into the
exchange offer and consent solicitation.

As part of the exchange offer, the Company has also secured
consents from participating 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 Securities and Exchange Commission has also declared the
Registration Statement on Form S-4, as amended, effective.  The
Company intends to complete the exchange offer as soon as
possible, but in no event later than Oct. 6, 2011, at which time
it expects to close the entire refinancing.

                        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.


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

                     About HRAF Holdings, LLC

Midvale, Utah-based HRAF Holdings, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Utah Case No. 10-32433) on Sept.
9, 2010.  HRAF disclosed $18,423,000 in assets and $10,989,436 in
liabilities as of the Chapter 11 filing.

Affiliate Harbor Real Asset Fund L.P. filed for Chapter 11
bankruptcy protection (Bankr. D. Utah Case No. 10-32436) on Sept.
9, 2010.

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

George B. Hofmann, Esq., at Parsons Kinghorn & Harris, assists the
Debtors in their restructuring efforts.  The Debtors estimated
their assets and debts at $10 million to $50 million.


HRAF HOLDINGS: Bank Paid in Full From Liquidation of Property
-------------------------------------------------------------
HRAF Holdings, LLC, and Harbor Real Asset Fund, LP, filed on
Sept. 26, 2011, a First Amended Plan of Reorganization that
contemplates the continuation of business operations and the
revesting of all of the separate assets of the Debtors' estates to
the Reorganized Debtor as of the Effective Date.

Pursuant to the Plan, filed Sept. 26, 2011, the Reorganized Debtor
will conduct an orderly liquidation of the remaining property of
the consolidated estate.  The Reorganized Debtor will use its
best efforts to sell as much of the Real Property and Water Stock
and other assets of the estate, if any, as is necessary to satisfy
the Allowed Claims of Loan Acquisitions Group, LLC, which is the
successor-in-interest to Bank of America, N.A. (the ?Bank?), and
to satisfy the Allowed Claims of other creditors.

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

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

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

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

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

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

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

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

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

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

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

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

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

                     About HRAF Holdings, LLC

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

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

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

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


IMR CONTRACTOR: Bankruptcy Case Delays Campus Projects
------------------------------------------------------
Vanessa Rancano at Laney Tower reports that construction on the
Laney College campus has reached a standstill after the original
contractor, IMR Contractor Corporation, filed for Chapter 11
bankruptcy.  The report says the bankruptcy is likely connected to
a longstanding anti-discrimination lawsuit against the company.

According to the report, a new contractor has been assigned to the
stagnating project, and work is set to resume, but students can
expect another three to four months of disruption.

The stalled work consists of the Barrier Removal Implementation
Project (BRIP) and a series of Americans with Disabilities Act
(ADA) compliance renovations.  This $2.3 million overhaul of Laney
facilities is funded by Measure A, a $390 million bond measure
passed by Alameda County, California, voters in 2006.

The project includes renovations to the theater, library, and
women's locker room restrooms, among other sites; and the
construction of two new elevators and an inclined lift.

Ms. Rancano says the issue came to Peralta officials' attention
when they received "stop notices" from subcontractors under IMR
who had not been paid.  Officials questioned IMR, and both the
bankruptcy and a related lawsuit surfaced, according to Project
Facilities Manager for the BRIP Jeffrey Cook.

Based in Haryward, California, IMR Contractor Corporation filed
for Chapter 11 protection (Bank. N.D. Calif. Case No. 11-45500) on
May 20, 2011.  Judge William J. Lafferty presides over the case.
Chris D. Kuhner, Esq., at Kornfield, Nyberg, Bendes and Kuhner,
represents the Debtor.  The Debtor estimated both assets and debts
between $1 million and $10 million.


INNER CITY MEDIA: Meeting of Creditors Set for Oct. 25
------------------------------------------------------
On Sept. 8, 2011, the U.S. Bankruptcy Court for the Southern
District of New York entered orders for relief commending Chapter
11 proceedings for Inner City Media Corporation and its debtor-
affiliates.

The meeting of creditors is set for Oct. 25, 2011, at 2:00 p.m.,
prevailing Eastern Time, at the Office of the U.S. Trustee,
located at 80 Broad Street, 4th Floor, New York.  During the
meeting, a representative of the Debtors will appear for the
purpose of being examined under oath.  Creditors are welcome to
attend.  The meeting may be continued and concluded at a later
date without further notice.

Creditors may file proofs of claim in these Chapter 11 cases.  The
Court has not yet set a deadline for the filing of proofs of
claim.  Separate notice of the deadlines to file as well as the
forms and instructions regarding proofs of claim will be provided
to the Debtors' known creditors.  A secured creditor retains
rights in its collateral regardless of whether it files a proof of
claim.

Proof of claim forms are available from the Court's website at
http://www.nysb.uscourts.govor from the Debtors' claims agent in
these cases, GCG, Inc. at:

          ICB Case Administration
          c/o GCG, Inc.
          P.O. Box 9809
          Dublin, Ohio 43017-5709

Confirmation of a Chapter 11 plan may result in a discharge of
debts, which may include all or a part of a debt.  A discharge
means that a creditor may never try to collect the debt from the
Debtors, except as provided in the plan.  If a creditor believes
that a debt owed to it is not dischargeable under Section
1141(d)(6)(A) of the Bankruptcy Code, it must start a lawsuit by
filing a complaint in the bankruptcy clerk's office.  The deadline
to file a complaint to determine dischargeability of certain debts
has not yet been yet.

Akin Gump Strauss Hauver & Feld LLP represents the Debtors.

          Ira S. Dizengoff, Esq.
          Shaya Rochester, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          One Bryant Park
          New York, New York 10036
          Tel: (212) 872-1000
          Fax: (212) 872-1002

                      - and -

          Scott L. Alberino, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          Robert S. Strauss Building
          1333 New Hampshire Avenue, N.W.
          Washington, DC 20036-1564
          Tel: (202) 887-4000
          Fax: (202) 887-4288

                         About Inner City

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

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

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

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


J.C. EVANS: Can Hire Tittle Advisory Group as Financial Advisors
----------------------------------------------------------------
JCE Delaware, Inc. and its five debtor affiliates sought and
obtained the approval of the Honorable Craig A. Gargotta to employ
Tittle Advisory Group, Inc., to provide financial advisory
services with regard to debtor-in-possession financing
arrangements.

Specifically, Tittle Advisory Group will:

     * advise the Debtors in obtaining DIP financing;

     * solicit DIP financing on behalf of the Debtors; and

     * evaluate DIP financing offers.

Tittle Advisory Group will be paid on an hourly basis up to a
maximum fee of $10,000, and reimbursed for reasonable expenses.
The Firm will also receive a $10,000 retainer to secure its
employment.  The current hourly rates of the professionals tasked
to perform the services are:

               John Tittle, Jr.                $350
               Other professionals      $150 - $250

The Debtors believe that Tittle Advisory Group has no adverse or
otherwise a conflict of interest or connection with the Debtors
that would disqualify it from providing services for the Debtors
in these cases.  Tittle Advisory Group is a disinterested person
as the term is defined in Section 101(14) of the Bankruptcy Code.

                  About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.
Through Adkins Land Development, L.P., a Texas limited
partnership, the Company owns a 700-acre quarry, which produces
aggregate for use in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.


KILEY RANCH: Asks Court to Dismiss Chapter 11 Case
--------------------------------------------------
Kiley Ranch Communities asks the U.S. Bankruptcy Court for the
District of Nevada to dismiss its Chapter 11 case because it does
not have any remaining real and personal property assets after
BB&T conducts its trustee's foreclosure sale and any related
default sales.

The Debtor laments that it will continue to incur administrative
fees and costs associated with its Chapter 11 proceeding if it
remains in a Chapter 11 proceeding.  The Debtor says the dismissal
is in the best interest of its estate and creditors.

Kiley Ranch Communities is a "live-work community" in progress in
the Spanish Springs Valley of Sparks.

Reno, Nevada-based Kiley Ranch Communities filed for Chapter 11
protection (Bankr. D. Nev. Case No. 10-53393) on Aug. 26, 2010.
Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$50 million to $100 million.


KINGSBURY CORP: Files for Bankruptcy After Reaching Financing Deal
------------------------------------------------------------------
Jeff Feingold at New Hampshire Business Review reports that
Kingsbury Corp. filed for Chapter 11 bankruptcy protection on
Sept. 30, 2011, after reaching agreement with Diamond Business
Credit LLC for new financing that the company said will provide
"needed and continued working capital" that will be key in
allowing the company to continue operations as it reorganizes.

"Chapter 11 will provide Kingsbury an opportunity to restructure
for the benefit of our valued customers and vendors, and, most
important, our valued employees," the report quotes Iris
Mitropoulis, president of Kingsbury, as saying.

Mr. Feingold says Kingsbury was hard-hit by the collapse of the
U.S. auto industry in 2009, when it was hurt not only by declining
orders but cancellations as well.  By March 2009, Kingsbury said
it was forced to furlough many of its employees and to freeze
payments to vendors.

Kingsbury's major lenders showed temporary patience, but by early
2011, Kingsbury faced increasing pressure, particularly from its
major equipment lender, Utica Leaseco, LLC.

The report says, faced with Utica's potential repossession and
auction of equipment necessary for Kingsbury's continued
operation, Kingsbury and its affiliates, two holding companies,
filed for Chapter 11 relief.

Kingsbury Corp. -- http://www.kingsburycorp.com-- makes and
assembles machine systems.

Kingsbury Corporation and affiliate Ventura Industries, LLC, filed
Chapter 11 petition (Bankr. D. N.H. Case Nos. 11-13671 and 11-
13687) on Sept. 30, 2011.  Jennifer Rood, Esq., and Robert J.
Keach, Esq., at Berstein, Shur, Sawyer & Nelson, server as counsel
to the Debtors.   Kingsbury estimated assets and debts of up to
$50 million in its Chapter 11 petition.


KT SPEARS: Can Access RBC Cash; Excess Funds to be Paid to RBC
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District South Carolina has
authorized KT Spears Creek, LLC, to use cash collateral of RBC
Bank to pay expenses, so long as all disbursements by the Debtor
will be made in strict compliance with the terms of the order and
the budget.  Any and all surplus funds, after paying expenses will
be paid to RBC Bank as adequate protection payments.  No funds
will be paid to Kyle Tauch, the principal of the Debtor or any
affiliate of the Debtor or Kyle Tauch without further order of the
Court.

RBC Bank, owed $23,092,333 according to RBC Bank's Amended Proof
of Claim, has agreed to pay the taxes and insurance as it relates
to the property located in Richland County, South Carolina,
including the Greenhill Parrish Apartments, from the proceeds from
the budget and any funds RBC Bank has accepted from the Debtor.

RBC Bank will have a continuing replacement lien in the same
priority and extent as existed pre-petition.

As reported in the TCR on Sept. 7, 2011, RBC Bank asserts that it
has a perfected first priority pre-petition security interest in
the Debtor's rents derived from the Apartment Complex.

                         About KT Spears

KT Spears Creek, LLC, in Houston, Texas, is a South Carolina
limited liability company that owns three parcels of property.
The Debtor has already developed Phase 1 of of a planned two-phase
apartment community.  The other two parcels are in the
planning/marketing stages of development.  The Company filed for
Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 11-33991) on May
3, 2011, Judge Letitia Z. Paul presiding.  The Debtor estimated
$10 million to $50 million in both assets and debts.  The petition
was signed by Kyle D. Tauch, sole member.

The Hon. Letitia Z. Paul transferred the Debtor's Chapter 11 case
to the Bankruptcy Court for the District of South Carolina.  The
Case No. is 11-04241.  The case was assigned to Chief Judge John
E. Waites.  G. William McCarthy, Jr., Esq., Daniel J. Reynolds,
Jr., Esq., and Sean P. Markham, Esq., at McCarthy Law Firm, LLC,
in Columbia, S.C., represent the Debtor as counsel.


LEED CORP: Court Approves Maynes Taggart as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Idaho authorized
Leed Corporation to employ Robert J. Maynes and Steven L. Taggart
of Maynes Taggart PLLC as counsel.

According to the Troubled Company Reporter on Aug. 22, 2011, the
Debtor related that the Court has approved the employment of
Mr. Maynes as its counsel, however, Mr. Maynes, and Mr. Taggart,
formed the firm of Maynes Taggart PLLC.  Given the size and
complexity of Debtor's case, the Debtor desires to engage the
services of both Messrs. Maynes and Taggart of Maynes Taggart
PLLC.

As counsel, Messrs. Maynes and Taggart will, among other things:

   a. give the Debtor legal advice with respect to his powers and
   duties under Chapter 11;

   b. take the necessary action to avoid liens as required, and
   assist the Debtor in performing his other statutory duties; and

   c. prepare on behalf of your applicant all necessary
   applications, answers, orders, reports, and any other legal
   papers required by the Court.

The hourly rates of the firms' personnel are:

          Mr. Maynes                $180
          Mr. Taggart               $170
          Staff                      $75

To the best of Debtor's knowledge, Messrs. Maynes and Taggart are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.

The Company filed for Chapter 11 protection (Bankr. D. Idaho Case
No. 10-40743) on April 29, 2010.  The Debtor estimated $10 million
to $50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


LEHMAN BROTHERS: Mason Capital Seeks Rejection of Plan
------------------------------------------------------
Mason Capital Management LLC asks Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to deny
confirmation of the proposed Chapter 11 plan of Lehman Brothers
Holdings Inc. and its affiliated debtors.

Mason Capital complains that the proposed plan favors two classes
of creditors of LBHI.  It points out that some creditors have to
give up 20% of the value of their claims for the benefit of the
holders of senior unsecured claims and general unsecured claims
against the parent company.

"The plan proposes to take about $1 billion of wealth from the
pockets of a disfavored class of creditors and send it directly
into the pockets of favored classes of creditors," says Mason
Capital's lawyer, Drew Hansen, Esq., at Susman Godfrey LLP, in
New York.

Mason Capital manages investment funds and accounts that own
about $380 million of notes issued by Netherlands-based Lehman
Brothers Treasury Co., B.V., and guaranteed by LBHI.  Its claims
are treated under Class 5 of the plan.

Mr. Hansen further argues that the plan's liquidation and
recovery analysis "does not sufficiently demonstrate" that
dissenting creditors such as Mason Capital would receive at least
as much under the plan as under a Chapter 7 liquidation.

Earlier, Judge James Peck approved an outline of the proposed
plan, giving Lehman the go-signal to start soliciting votes from
creditors.  Lehman needs to obtain a majority of votes accepting
the plan and a court order confirming the plan to finally emerge
from bankruptcy protection.

The proposed plan would enable LBHI and its affiliated debtors to
pay an estimated $65 billion to their creditors.

Under the plan, LBHI's senior unsecured creditors which have an
estimated $83.724 billion in claims would recover 21.1% of their
claims, down from 21.4% in the previous proposal filed by the
company early this year.  Meanwhile, the company's general
unsecured creditors, which have an estimated $11.39 billion in
claims, would recover 19.9% of their claims, up from 19.8% in the
prior proposal.

Judge Peck is set to hold a hearing on December 6, 2011, to
consider confirmation of the plan.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

Judge James Peck  on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's $65
billion liquidation plan.  The proposed plan would enable LBHI and
its affiliated debtors to pay an estimated $65 billion to their
creditors.  Voting on the Plan ends on Nov. 4, 2011.  A hearing to
consider confirmation of the Plan is set for Dec. 6, 2011.

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


LEHMAN BROTHERS: Proposes to Settle Dispute on $500-Mil. Setoff
---------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors filed a
motion to settle a dispute with Bank of America N.A. over a $500
million setoff.

The company previously sued Bank of America for improperly
setting off against a Lehman account in violation of the
automatic stay, an injunction that halts actions by creditors
against a company in bankruptcy protection.  Bank of America set
off more than $500 million against LBHI's alleged debt to the
bank weeks before the company's bankruptcy filing.

Late last year, the U.S. Bankruptcy Court for the Southern
District of New York ordered Bank of America to pay $501.8
million plus interest for violating the stay.  The bank, however,
appealed the decision.

The proposed settlement requires Bank of America to drop its
appeal and pay LBHI about 71% or $356 million plus interest.  The
bank will also reduce its derivatives claims against the company
by $2.4 billion and its guarantee claims by another $2.1 billion.

The motion also seeks approval of a settlement between LBHI and
Merrill Lynch International, a subsidiary of Bank of America.
The settlement calls for the reduction of Merrill's derivatives
claims by $3 billion.

Full-text copies of the agreements are available for free at:

  http://bankrupt.com/misc/LBHI_BofASettlement092811.pdf
  http://bankrupt.com/misc/LBHI_MerrillSettlement092811.pdf

The Court will hold a hearing on October 19, 2011, to consider
approval of the proposed settlements.  The deadline for filing
objections is October 12, 2011.

                    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.

Judge James Peck  on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's $65
billion liquidation plan.  The proposed plan would enable LBHI and
its affiliated debtors to pay an estimated $65 billion to their
creditors.  Voting on the Plan ends on Nov. 4, 2011.  A hearing to
consider confirmation of the Plan is set for Dec. 6, 2011.

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


LEHMAN BROTHERS: Proposes 2012 Incentive Program
------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to create a $12 million incentive plan for
employees working to unwind their derivatives business.

About 170 workers were hired this year to wind down the
derivatives business.  They are directly employed by LAMCO
Holdings LLC, the entity created to manage Lehman assets.

The employees participating under the proposed incentive plan are
tasked to review and reconcile claims remaining from the more
than 8,000 derivatives claims totaling more than $75 billion.

As of August 30, 2011, Lehman recovered about $1.4 billion in
cash from its derivatives assets, bringing the total amount of
cash recovered to more than $13.6 billion since its bankruptcy
filing.  Valuation of Lehman derivatives contracts has also been
substantially completed and 70% of the contracts with third-
parties are considered to be "final settled," according to court
filings.

Last year, Judge James Peck approved an incentive plan, which
offered a performance-based bonus pool of up to $15 million.
Payments made under the 2012 incentive plan will also be based on
the performance of the employees.

A table comparing the 2011 and 2012 incentive plans is available
for free at http://bankrupt.com/misc/LBHI_2012IncentivePlan.pdf

Lehman also proposed to change certain aspects of the court-
approved retention and recruitment program, including the
criteria for the payment of contractual bonus to employees
involved in the derivatives business.

Judge Peck will hold a hearing on October 19, 2011, to consider
approval of the 2012 incentive plan.  The deadline for filing
objections is October 12, 2011.

                    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.

Judge James Peck  on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's $65
billion liquidation plan.  The proposed plan would enable LBHI and
its affiliated debtors to pay an estimated $65 billion to their
creditors.  Voting on the Plan ends on Nov. 4, 2011.  A hearing to
consider confirmation of the Plan is set for Dec. 6, 2011.

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


LEHMAN BROTHERS: Endurance, 4 Other Insurers to Pay D&O Defenses
----------------------------------------------------------------
Lehman Brothers Holdings Inc. seeks court order authorizing
Endurance Specialty Insurance Ltd. and four other insurance firms
to pay the defense costs of current and former officers and
employees.

The insurance policies of Endurance Specialty, certain
underwriters at Lloyd's London, Illinois National Insurance
Company, Chartis Excess Limited, and Axis Specialty Limited
Bermuda cover the defense costs of Lehman officers and employees
who are facing a number of lawsuits that stemmed from the
company's bankruptcy filing.

Collectively, the insurance firms provide $70 million in coverage
for the 2007-2008 policy year.

LBHI also seeks court approval of an agreement, which grants ACE
Bermuda Insurance Ltd. and six other insurance firms a limited
release of claims in connection with their payment of $90 million
to settle a shareholder lawsuit in New York.

A full-text copy of the agreement is available without charge
at http://bankrupt.com/misc/LBHI_DebtReleaseDeal.pdf

Earlier, Richard Fuld Jr., former Lehman chief executive, and 13
other officials entered into a deal with a group of investors to
settle the lawsuit.  The investors previously accused the
officials of misleading them about the company's financial
condition prior to its bankruptcy.

Meanwhile, in connection with the $8.25 million settlement of the
lawsuit filed by the state of New Jersey, ACE Bermuda and the
Lehman officials reached an agreement granting the insurance firm
a similar release of claims.  The agreement is also subject to
bankruptcy court approval.

A full-text copy of the agreement is available without charge at
http://bankrupt.com/misc/LBHI_ACEDebtReleaseDeal.pdf

In a related development, Mr. Fuld and other Lehman officials ask
Judge James Peck to authorize Certain Underwriters at Lloyd's and
seven other insurers to pay $1.05 million to settle the lawsuits
filed by city officials in California.

Judge Peck will consider approval of the requests at the hearing
scheduled for October 19, 2011.  The deadline for filing
objections is October 12, 2011.

                    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.

Judge James Peck  on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's $65
billion liquidation plan.  The proposed plan would enable LBHI and
its affiliated debtors to pay an estimated $65 billion to their
creditors.  Voting on the Plan ends on Nov. 4, 2011.  A hearing to
consider confirmation of the Plan is set for Dec. 6, 2011.

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


LEHMAN BROTHERS: Has Settlement With Arch Insurance
---------------------------------------------------
Lehman Brothers Holdings Inc. seeks court approval of an
agreement to settle the claims of Arch Insurance Company against
SCC Acquisitions Inc.'s subsidiaries.

The settlement was reached as part of the SCC entities' effort to
have their Chapter 11 plans confirmed by a bankruptcy court in
California, which oversees their bankruptcy cases.

Arch Insurance Company, a creditor of the SCC entities, and two
other insurance companies hold more than $200 million in claims
on account of the surety bonds they issued in connection with the
SCC entities' real estate projects.

Earlier, Arch Insurance intervened as plaintiff in the lawsuit
filed by the SCC entities to "equitably subordinate" the claims
of Lehman Commercial Paper Inc. and three other Lehman creditors.
The insurance company demanded that the Lehman claims be
subordinated to its claims.

The Lehman creditors, together with the court-appointed trustee
Steven Speier, proposed the Chapter 11 plans for the SCC
entities.  The hearing on the confirmation of those plans is
scheduled for October 24, 2011.

The proposed agreement calls for the settlement of Arch
Insurance's claims against the SCC entities, and the waiver,
release or assignment of those claims to the Lehman units
including LBHI.  The insurance company also agreed to forego
certain distributions on its claims under the plans and dismiss
its claims in the lawsuit.

The settlement is memorialized in two separate agreements, copies
of which are available without charge at:

  http://bankrupt.com/misc/LBHI_ArchIDSettlement.pdf
  http://bankrupt.com/misc/LBHI_ArchVDSettlement.pdf

One agreement settles Arch Insurance's claims against the SCC
entities that filed a voluntary petition while the other resolves
claims against those SCC entities that were placed in bankruptcy
protection through involuntary petition.

The Court will hold a hearing on October 19, 2011, to consider
approval of the agreements.  The deadline for filing objections
is October 12, 2011.

                    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.

Judge James Peck  on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's $65
billion liquidation plan.  The proposed plan would enable LBHI and
its affiliated debtors to pay an estimated $65 billion to their
creditors.  Voting on the Plan ends on Nov. 4, 2011.  A hearing to
consider confirmation of the Plan is set for Dec. 6, 2011.

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)


LESARRA ATTACHED: Bankruptcy Converted to Chapter 7
---------------------------------------------------
American Bankruptcy Institute reports that Lesarra Attached Homes
LP will be liquidated under the management of a trustee now that a
secured creditor foreclosed on its property.

As reported in the Troubled Company Reporter on July 22, 2011, the
Debtor cited that it has no unencumbered assets left and there is
no chance for a successful reorganization.

Reno, Nevada-based Lesarra Attached Homes, L.P., filed for Chapter
11 bankruptcy protection (Bankr. D. Nev. Case No. 10-50808) on
March 12, 2010.  Stephen R. Harris, Esq., at Harris-Petroni, Ltd.,
in Reno, Nevada, represents the Debtor as counsel.  The Company
estimated its assets and liabilities at $10 million to
$50 million.


LEVEL 3 COMMS: Fitch Lifts Issuer Default Rating to 'B'
-------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR)
assigned to Level 3 Communications, Inc. (LVLT) and its wholly
owned subsidiary Level 3 Financing, Inc. to 'B' from 'B-'.  In
addition, Fitch has upgraded the ratings assigned to the various
debt securities issued by LVLT and Level 3 Financing by one notch
as summarized at the end of this release.  Fitch has assigned a
'BB-/RR2' rating to the 8.125% senior unsecured notes due 2019
assumed by Level 3 Financing. Fitch has removed LVLT's ratings
from Rating Watch Positive and has assigned a Positive Rating
Outlook for all of LVLT's ratings.  Approximately $7.2 billion of
debt as of June 30, 2011 is affected by Fitch's action.

The rating actions follow LVLT's announcement that the company
closed on its previously announced agreement to acquire Global
Crossing Limited (GLBC) in a tax free, stock for stock
transaction.

The upgrade of LVLT's ratings recognizes, in part, the de-
leveraging of the company's balance sheet resulting from its
acquisition of GLBC.  Pro forma for the acquisition, LVLT's
leverage declines to 6.5 times (x) for the latest 12 month (LTM)
period ended June 30, 2011 compared with the company's actual
leverage of 8.1x as of June 30, 2011 and 7.5x as of Dec. 31, 2010.
Moreover, based on the company's ability to realize anticipated
operating cost synergies, the GLBC acquisition positions LVLT to
further improve its credit profile and generate consistent levels
of free cash flow.  The transaction accelerates LVLT's progress in
achieving its target leverage ratio of 3.0x to 5.0x.

The Positive Rating Outlook reflects Fitch's belief that LVLT's
credit profile will strengthen as the company achieves the cost
synergies associated with the GLBC acquisition.  Fitch anticipates
that LVLT's credit protection metrics during 2012 will remain
relatively consistent with year end 2011 metrics as integration
costs will largely offset positive operating momentum.  Fitch
expects LVLT's leverage as of year end 2011 (on a pro forma basis)
will approximate 6.2x and dip below 6.2x as of year end 2012.
Fitch expects to observe the strengthening of LVLT's credit
metrics during 2013 as cost synergies begin to take effect.

From Fitch's perspective the GLBC acquisition strengthens LVLT's
competitive position.  In addition to increasing LVLT's scale, the
acquisition enhances the breadth and depth of LVLT's service
offering and permits the company to expand into new markets.
Importantly, the acquisition broadens the spectrum of customers
LVLT serves including large multi-national enterprise customers.
GLBC's network complements LVLT's existing network and the
combined network positions LVLT as a global network operator
enabling the company to expand existing customer relationships and
capture new customer opportunities.

Achievement of expected cost synergies is reasonable from Fitch's
viewpoint. LVLT anticipates the transaction will yield annualized
cost synergies of approximately $340 million including annualized
capital expenditure reduction of $40 million. Over 50% of the
expected cost synergies are coming from network expense and
capital expense savings.  Fitch anticipates that network cost
synergies will be realized as GLBC network traffic is migrated to
LVLT's network and the company leverages the collective 'on-net'
footprint to reduce third-party network access costs. Additional
cost synergies will be realized as LVLT rationalizes its combined
network and eliminates duplicate circuits.  LVLT expects to
achieve two-thirds of the run rate cost synergies within 18 months
of the closing of the transaction.  The cost of synergies is
expected to range between $200 million and $225 million, and half
of the costs will be spent during the first year following the
close of the transaction.

Fitch believes LVLT's ability to manage the integration process
and limit the disruption to the company's overall operations is
key to the success of the transaction.  The integration of the
networks is primarily focused on long haul assets.  LVLT has a
successful history of integrating long haul assets with the
company's acquisition of Genuity, WilTel and the long haul portion
of the Broadwing acquisition.

LVLT's liquidity position is adequate given the rating and is
primarily supported by cash carried on its balance sheet, which as
of June 30, 2011 totaled approximately $584 million.  The company
does not maintain a revolver and relies on capital market access
to replenish cash reserves, which when combined with the lack of
positive free cash flow generation limits the company's financial
flexibility in Fitch's opinion.  However, after considering the
effects of the GLBC acquisition, LVLT's cash balance should
increase to over $1.1 billion (calculation includes LVLT and GLBC
cash as of June 30 as well as net cash generated from financing
activities related to the close of the GLBC acquisition) as of
June 30, 2011 on a pro forma basis.  Fitch believes LVLT's cash
position is sufficient to address scheduled maturities during 2012
and 2013 (totaling $566 million) while funding anticipated free
cash flow deficits.  LVLT's next significant maturity tower is in
2014 when approximately $2.5 billion ($3.2 billion pro forma for
the transaction) of debt is scheduled to mature.

Positive rating actions will likely occur as the company
demonstrates that it is successfully integrating GLBC without
material disruption to its operations.  Equal consideration will
be given to the company's ability to attain cost synergies while
maintaining positive operational momentum.  Evidence of positive
operating momentum includes stable to expanding gross margins and
revenue growth within the company Core Network Services segment.
Fitch would expect LVLT to be generating consistent positive free
cash flow and reduce leverage to 5.5x before taking a positive
rating action.

A stabilization of the Rating Outlook at the current rating level
would coincide with LVLT experiencing difficulty or delay in fully
integrating GLBC and achieving anticipated cost synergies.  A
weakening of LVLT's operating profile, as signaled by
deteriorating margins and revenue erosion brought on by difficult
economic conditions or competitive pressure will likely lead to
negative rating action.

Overall, Fitch's ratings incorporate LVLT's highly levered balance
sheet, its weaker competitive position and lack of scale relative
to larger and better capitalized market participants.  The ratings
for LVLT reflect the company's strong metropolitan network
facilities position relative to alternative carriers, as well as
the diversity of its customer base and service offering, and a
relatively stable pricing environment for a significant portion of
LVLT's service portfolio.

Based largely on LVLT's strategy to invest in metropolitan
facilities and carry more communications traffic on its network,
the company derives strong operating leverage from its cost
structure and network, enabling it to enhance margins and rapidly
increase cash flows once revenue growth returns.  Additionally,
Fitch expects that the company can further strengthen its
operating leverage as it continues to migrate its revenue mix to
more margin rich data services and away from lower margin voice
services.

Fitch has upgraded the following ratings with a Positive Outlook:

LVLT:

  -- IDR to 'B' from 'B-';
  -- Senior unsecured notes to 'B-/RR5 from 'CCC/RR5'.

Level 3 Financing, Inc.:

  -- IDR to 'B' from 'B-';
  -- Senior secured term loan to 'BB/RR1' from 'BB-/RR1';
  -- Senior unsecured notes to 'BB-/RR2' from 'B+/RR2'.

Fitch has assigned the following ratings with a Positive Outlook:

Level 3 Financing, Inc.:

  -- Senior unsecured notes due 2019 'BB-/RR2'.


LEVEL 3: Assumes Awards Under the Global Crossing Plan
------------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No.1 on Form S-8 to
Form S-4 registration statement in connection with up to
13,921,536 shares of the Company's common stock, par value $0.01
per share that are reserved for issuance by the Company upon the
exercise of outstanding stock options granted under the 2003
Global Crossing Limited Stock Incentive Plan to individuals who
are employed by or directors of Global Crossing Limited at the
effective time of the Amalgamation, as well as 44,865,376 shares
of Common Stock issuable pursuant to restricted stock units
granted under the Global Crossing Plan, which will be withheld by
the Company upon settlement in connection with the Amalgamation
for purposes of satisfying the award holders' withholding tax
obligations and returned to the available share reserve for future
issuance under the Global Crossing Plan.  All those shares of
Common Stock were originally registered on the Form S-4.

On Oct. 4, 2011, Global Crossing will have amalgamated with a
wholly owned subsidiary of the Company.  Pursuant to the terms of
the Amalgamation, at the effective time of the Amalgamation, all
outstanding awards issued under the Global Crossing Plan will have
been assumed by the Company and converted into awards with respect
to the Company's Common Stock, based on a formula described in the
Form S-4.

                   About Level 3 Communications

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

The Company's balance sheet at June 30, 2011, showed $8.86 billion
in total assets, $9.29 billion in total liabilities, and a
$432 million total stockholders' deficit.

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


LEVEL 3: Completes Acquisition of Global Crossing Limited
---------------------------------------------------------
Level 3 Communications, Inc., completed its acquisition of Global
Crossing Limited.  The transaction was structured as a tax-free,
stock-for-stock exchange.  The company also announced that it will
conduct its business on a worldwide basis using the Level 3
Communications name with a new brand identity that incorporates
elements from both companies, representing their combined
strengths.  In addition, the company announced plans to transfer
the listing of its common stock to the New York Stock Exchange,
and expects to begin trading on the NYSE on Oct. 20, 2011, under
its current ticker symbol "LVLT".  The company will continue to
trade on the NASDAQ Global Select Market until the transfer is
completed.  In conjunction with listing on NYSE, the Company will
implement a 1-for-15 reverse stock split of the Level 3 common
stock.

Level 3 now will operate a services platform for medium to large
enterprise, wholesale, content and government customers, anchored
by extensive owned fiber networks on three continents in more than
45 countries as well as substantial undersea facilities.

"Our enterprise is now a global, state-of-the-art communications
company that is substantially bigger and financially stronger,
with an unrivaled IP/optical network and global reach, and an
entrepreneurial culture singularly focused on the customer
experience," said James Q. Crowe, chief executive officer of Level
3.  "We believe the rapidly evolving communications market
represents an extraordinary opportunity for us, and we are well
positioned to capitalize on it."

            Listing of Common Stock on New York Stock
                  Exchange and Reverse Stock Split

The Company anticipates that the reverse stock split will be
effective after the close of trading on Oct. 19, 2011, and that
Level 3 common stock will begin trading on a split adjusted basis
on the NYSE at the opening of trading on Oct. 20, 2011.  At Level
3's annual meeting of stockholders held on May 19, 2011, the
stockholders approved a reverse stock split, at the discretion of
the board.

"With the closing of our acquisition of Global Crossing, Level 3
is a very different company, delivering advanced IP-optical
services over an expanded global footprint," said Crowe.  "The
NYSE is the world's largest stock exchange and market innovator,
and we believe the NYSE is an ideal platform for the continued
growth of our company."

"We congratulate Level 3 on closing its acquisition of Global
Crossing and look forward to welcoming the company to the NYSE
family," said Duncan L. Niederauer, CEO, NYSE Euronext.  "With
this transaction Level 3 affirms its position as a leading
communications provider, and with its listing on the NYSE, we are
proud to add Level 3 to our unparalleled community of issuers and
our ever-growing population of top technology companies.  NYSE
Euronext is committed to providing Level 3 and its shareholders
with the highest levels of market quality, global brand visibility
and issuer services."

"Level 3 is a key provider of infrastructure based on the high
quality services they provide, their ability to scale, and their
network reach," said Andy Bach, senior vice president and Global
Head of Network Services, NYSE Euronext.  "Level 3 has played a
valuable role by providing us with reliable connectivity
throughout our SFTI network and to the Internet."

When the reverse stock split becomes effective, every 15 shares of
issued and outstanding Level 3 common stock will be automatically
combined into one issued and outstanding share of Level 3 common
stock without any change in the par value per share.  This will
reduce the number of outstanding shares of Level 3 common stock
from approximately 3.1 billion to approximately 207 million and
the number of authorized shares of Level 3 common stock from
approximately 4.4 billion to 293 million.  Proportional
adjustments will be made to Level 3's outstanding convertible
debt, warrant, equity awards and to its equity compensation plan
to reflect the reverse stock split.

Prior to the Oct. 20, 2011, NYSE listing date, Level 3
stockholders holding certificated shares will receive instructions
from Wells Fargo Shareowner Services, the Company's transfer
agent, regarding the exchange of outstanding pre?split stock
certificates for book-entry shares of Level 3 common stock
reflecting the reverse stock split.  No fractional shares will be
issued in connection with the reverse stock split.  Following the
completion of the reverse stock split, Level 3's transfer agent
will aggregate all fractional shares that otherwise would have
been issued as a result of the reverse stock split and those
shares will be sold by the transfer agent into the market.
Stockholders who would otherwise hold a fractional share of Level
3 common stock will receive a cash payment from the proceeds of
that sale in lieu of that fractional share.

                 Combination Creates Company with
                  Significant Financial Resources

The combined business had pro forma 2010 revenues of $6.2 billion
and pro forma 2010 Adjusted EBITDA of $1.3 billion before
synergies and $1.6 billion after expected synergies.  Total
synergies are expected to be approximately $300 million of run-
rate EBITDA, of which the company expects to realize the
substantial majority within 18 months.  As a result of the
completed transaction, Level 3 expects the combination to be
accretive to Level 3 on a Free Cash Flow per share basis in 2013.
The transaction improves Level 3's credit profile and reduces the
Company's financial leverage from approximately 6.8x net debt to
Consolidated Adjusted EBITDA for 2010 to approximately 4.4x after
realization of expected synergies.

As part of the closing of the transaction, Level 3 is redeeming
and discharging approximately $1.35 billion of Global Crossing's
outstanding consolidated debt.  Approximately $430 million of
Global Crossing (UK) Finance PLC Senior Secured notes due 2014
will be redeemed on Nov. 3, 2011, at the current redemption
premiums outlined in its indenture dated Dec. 23, 2004.

All of the aggregate principal amount of the $750 million of
Global Crossing Limited's outstanding 12% senior notes due 2015
and all of the outstanding $150 million of 9% senior notes due
2019 will be redeemed in early November 2011. Of the outstanding
principal of each of the Global Crossing Limited senior notes, 35
percent first will be redeemed on Nov. 3, 2011, as a result of a
qualified "Equity Offering" to its new corporate parent.  The
remaining 65 percent of the outstanding principal of each issue of
the Global Crossing senior notes will be redeemed subsequently on
Nov. 4, 2011 at "make-whole" prices calculated using the rate of
the comparable U.S. Treasury security plus 50 basis points.

"The company has an improved balance sheet and credit profile
immediately at closing, with further improvement as we achieve the
expected synergy benefits," said Sunit Patel, executive vice
president and chief financial officer of Level 3.  "As a result of
potential revenue growth and synergies, over the longer term, we
expect to have significant Free Cash Flow available for investment
in high-return opportunities, including U.S. and international
network expansions.  We continue to feel good about our business
for the remainder of the year, and have improved confidence around
our synergy targets."

                    Organizational Announcements

The Company will operate through three geographically organized
business units in EMEA (Europe, the Middle East and Africa), Latin
America and North America, and each business unit will have one
leader accountable for sales, operations and marketing for that
region.  Corporate functions will be centralized in North America
and will support the company globally.  The corporate headquarters
of the company will remain in Broomfield, Colo.

"I'm particularly pleased with the management team we've put in
place to lead the company going forward," said Crowe.  "We have
brought a number of senior executives from Global Crossing onto
the team in leadership roles.  I think we have an exceptionally
strong group of senior executives."

"I want to thank John Legere, CEO of Global Crossing, for his
leadership, support and advice during the integration planning
period.  On behalf of all of the employees of the new company he
helped create, I wish him all the best in his new endeavors," said
Crowe.

Further information regarding the combined Company's executive
leadership is available at www.level3.com/About-Us/Company-
Information/Management-Team.aspx.

           Both Companies Represented on Board of Directors

The Company's board of directors includes members of each
Company's boards, including Walter Scott, Jr. (Chairman), James Q.
Crowe, Admiral Archie Clemins, Admiral James O. Ellis, Peter Seah
Lim Huat, Richard R. Jaros, Lee Theng Kiat, Michael J. Mahoney,
Charles C. Miller III, John T. Reed and Dr. Albert C. Yates.

                       Terms of Transaction

Under the terms and subject conditions of the acquisition
agreement, Global Crossing shareholders are receiving 16 shares of
Level 3 common stock for each share of Global Crossing common
stock or preferred stock that is owned at closing.  Level 3 will
issue approximately 1.3 billion shares for this transaction, and
on a pro forma basis and before the implementation of the reverse
stock split will have approximately 3.1 billion shares outstanding
as of July 29, 2011.

                  Integration Planning Progress

"The integration planning effort has been very productive, and we
are ready to begin integrating our operations today," said Jeff
Storey, president and chief operating officer of Level 3.
"Business remains strong across both companies, and we continue to
feel confident about the synergy targets we identified when we
announced this transaction.  Our number one objective is to
maintain our focus on providing an industry-leading customer
experience, while also achieving our expected synergies."

For more information on the benefits of the transaction, view the
press release announcing the transaction at
www.level3globalcrossingacquisition.com.

For more information on Level 3's advanced network and service
offerings, visit www.level3.com.

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

                   About Level 3 Communications

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

The Company's balance sheet at June 30, 2011, showed $8.86 billion
in total assets, $9.29 billion in total liabilities, and a
$432 million total stockholders' deficit.

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


LIBERTY MUTUAL: S&P Affirms 'BB' Junior Subordinated Debt Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on LMGI and
the members of the Liberty Mutual Intercompany Pool, the Peerless
Intercompany Pool, and other rated insurance affiliates
(collectively, Liberty) to positive from stable. "At the same
time, we affirmed our 'BBB-' long-term counterparty credit and
senior unsecured debt ratings and our 'BB' junior subordinated
debt rating on LMGI, our 'A-' long-term counterparty credit and
insurer financial strength ratings on Liberty, and our 'BBB'
surplus notes rating on Liberty Mutual Insurance Co. In addition,
we affirmed the 'A-2' short-term counterparty credit and
commercial paper ratings on LMGI," S&P) .

"The outlook revision reflects our view that LMGI's results
improved in 2010, and that the first six months of 2011
performance compares favorably with peers' and the P/C
industry's," said Standard & Poor's credit analyst Birgitte
Arendal. "Catastrophe volatility has reduced the industry's
overall operating results. We believe and expect Liberty's
workers' compensation book to exert moderate downward pressure on
operating profitability, but we expect other lines of business to
perform substantially better, with a combined ratio of less than
100%. Strong net investment income remains a significant source of
earnings for Liberty."

"The rating affirmations reflect our view of Liberty's leading
market presence in the U.S. and select international markets, and
its well-diversified business mix by product and geographic
region. The ratings also reflect our view of the group's strong
investments, very strong liquidity, and favorable expense
differentiation," S&P related.

The outlook is positive. Management has been shifting its business
allocation, and its earnings streams are more diversified. "We
expect this to support better operating performance
prospectively," S&P said.

"The positive outlook reflects our view that if Liberty continues
to improve its operating performance during the next two years,
including management's efforts to improve workers' compensation
earnings, we could raise our holding company and operating company
ratings by one notch. We also expect Liberty to perform similarly
to the industry overall, and better excluding workers'
compensation, to continue to enhance its risk management and ECM
practices, to maintain its strong competitive position, and
demonstrate capital adequacy above the rating level. However, the
ratings could come under pressure if Liberty's overall operating
performance deteriorates significantly with a combined ratio of
more than 110%, including three to four percentage points of
normalized catastrophe losses, and workers' compensation
profitability declines with performance worse than the industry's
and peers'. In addition, if its strong enterprise risk management
capabilities deteriorate, or if its capital adequacy declines
below the rating level, we could lower the ratings," S&P added.


LIBERTY TIRE: Moody's Lowers CFR to 'B3'; Outlook Negative
----------------------------------------------------------
Moody's Investors Service has lowered all the ratings of Liberty
Tire Recycling Holdco, LLC, including the corporate family rating
to B3 from B2. The rating outlook has been revised to negative
from stable.

The rating changes are:

Corporate family, to B3 from B2

Probability of default, to B3 from B2

$200 million senior unsecured notes to Caa1 LGD4, 64% from B3
LGD4, 64%

Rating outlook, Negative

RATINGS RATIONALE

The downgrade reflects a high expansion spending level and low
operating profits, which have resulted in credit metrics that are
below the levels that Moody's anticipated when the rating was
initially assigned, in September 2010. A portion of the
performance shortfall stems from delayed ramp-up at a new-build
tire processing facility, in Ontario, Canada, where project scope
has grown. Without the facility yet operational, Liberty Tire has
been re-routing used tires from Canada to an alternate plant in
New York, incurring extra storage and transportation expenses.
Beyond the Ontario plant project, Liberty Tire undertook four
acquisitions in 2011 and acquisitions often entail integration
costs, and follow-on capital spending to boost equipment
capabilities. Further, working capital grew notably in H1-2011, in
part due to customer order delays. About half of the company's
(unrated) $60 million revolving credit facility has been drawn
thus far in 2011 due to soft earnings, working capital growth and
expansion spending.

A recently hired Chief Operating Officer may help boost efficiency
levels and the company plans to ratchet down the acquisition
spending pace, but Moody's anticipates an EBIT to interest ratio
below 1x (Moody's adjusted basis) across 2012. At the current
earnings level Moody's does not anticipate much in the way of
sustainable free cash flow generation, though working capital
could decline near-term with better inventory management and
collections. This performance is more consistent with the B3
rating category. Adequate headroom presently exists under the
revolving credit facility's financial ratio tests. Assuming
stabilization of working capital and no further margin erosion,
covenant headroom should continue near-term. Additionally, if the
Ontario plant comes fully online, interest coverage metrics could
rise to levels on par with the rating, from low levels currently.

The negative rating outlook acknowledges that economic weakness
could depress sales of higher margin, processed tire end products-
- such as crumb rubber whose demand is partly correlated with
construction end markets. As well, Moody's does not anticipate
coal market prices rising from current levels and thereby raising
demand for tire-derived fuel (a substitute for coal in some
industrial applications). Without higher demand for Liberty Tire's
end products, net losses could continue. Should the performance
trend continue, revolver borrowings could further rise and weaken
the liquidity profile.

Stabilization of the rating outlook would depend on the Ontario,
Canada plant becoming operational and expectation of EBIT to
interest of approximately 1x, debt to EBITDA of 6x or less and
sustained liquidity profile adequacy. The ratings could be
downgraded if Moody's were to expect a weak liquidity profile,
EBIT to interest continuing below 0.8x, or negative free cash
flow. Upward rating momentum, not currently anticipated, would
depend on EBIT to interest above 1.2x with debt to EBITDA at or
below 5x.

The principal methodology used in rating Liberty Tire Recycling
Holdco, LLC 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.

Liberty Tire Recycling Holdco, LLC., headquartered in Pittsburgh,
PA is a scrap tire collector and recycler in the United States.
Revenues in 2010 were just under $250 million. The company is
majority-owned by American Securities, LLC.


LKQ CORPORATION: Moody's Affirms 'Ba2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of LKQ
Corporation's (LKQ) -- Corporate Family and Probability of Default
ratings at Ba2. In a related action Moody's affirmed the ratings
of LKQ's upsized $950 million senior secured revolver and existing
senior secured term loan at Ba2, and assigned a Ba2 rating to the
new $200 million delayed draw senior secured term loan. The
upsized senior secured revolver will be used to fund LKQ's
recently announced acquisition of Euro Car Parts, Ltd. for an
initial purchase price of $347 million. The purchase agreement
provides that the purchase price could increase by up to $85
million if Euro Car Parts meets certain growth targets in 2012 and
2013. LKQ's Speculative Rating of SGL-2 also was affirmed. LKQ's
rating outlook remains stable.

Euro Car Parts Ltd., based in the United Kingdom, is a leading
distributor of parts for all makes of cars and light commercial
vehicles. The company carries over 114,000 stocked part numbers
and serves more than 120,000 commercial customers. LKQ estimates
Euro Car Parts' revenues in the fourth quarter of 2011 to
approximate $120 - $125 million.

Ratings Assigned:

Ba2 (LGD4, 50%) to the new $200 million delayed draw senior
secured term loan;

Ratings Affirmed:

Corporate Family Rating, Ba2;

Probability of Default, Ba2;

Ba2 (LGD4, 50%) to the upsized $950 million senior secured
revolving credit facility;

Ba2 (LGD4, 50%) to the existing $247 million (remaining amount)
senior secured term loan;

Speculative Grade Liquidity Rating: SGL-2

RATINGS RATIONALE

LKQ's Ba2 Corporate Family Rating reflects Moody's expectation
that the company's credit metrics will continue to support the
assigned rating following the acquisition of Euro Car Parts Ltd.
Pro forma for the transaction, Debt/EBITDA is expected to
approximate 2.9x (including Moody's standard adjustments) compared
to 2.3x for LKQ's LTM period ending June 30, 2011. LKQ has a
strong history of successfully acquiring and integrating "bolt-on"
acquisitions, which have increased the company's geographic reach
and product offerings. However, the Euro Car Parts transaction
will pose some challenges. It will be LKQ's second-largest
acquisition after acquiring Keystone Automotive in 2007, it will
be the company's first acquisition in Europe, and the transaction
will be completely debt financed. Partially mitigating the risks
involved with this transaction is Moody's expectation that the
operations of Euro Car Parts will remain largely separate over the
near-term, posing modest downside risk to LKQ's North American
operations. Over time, the transaction is expected to support
cross selling opportunities for LKQ and Euro Car Parts.

The stable outlook considers LKQ strong metrics for the Ba2 rating
level and Moody's expectation that LKQ will successfully integrate
the Euro Car Part business, consistent with the company's past
experience. The outlook also incorporates the risk that this
transaction provides an entry point for additional European debt
financed acquisitions. The company's good liquidity profile should
provide sufficient financial flexibility to offset integration
risk. As of June 30, 2011, LKQ maintained strong credit metrics
(as adjusted by Moody's) with EBIT/Interest approximating 7.0x and
Debt/EBITDA approximating 2.3x.

Future events that have the potential to drive LKQ's outlook or
ratings higher include: successful integration of the Euro Car
Parts acquisition along with continued growth and penetration in
LKQ's domestic markets; sustained operating performance including
EBIT margins (as adjusted by Moody's) of over 10%, EBIT/Interest
at or above 5x, and Debt/Revenues approaching 30%.

Future events that have the potential to drive LKQ's outlook or
ratings lower include: significant key customer attrition,
complications in the integration of acquisitions, or a significant
deterioration in liquidity. Consideration for a lower outlook or
rating could arise if any combination of these factors results in
leverage being maintained at 3.5x or EBIT/interest coverage below
3.0x.

LKQ is expected to continue to have a good liquidity profile
following the acquisition supported by revolver availability and
free cash flow generation. Pro forma for the close of the
acquisition, the upsized $950 million revolving credit facility
will have about $445 million of availability. In addition, the
amended senior secured credit facilities will also included a
delayed draw term loan of $200 million which will be unfunded at
closing. LKQ is expected to generate positive free cash flow over
the next twelve months after required term loan amortization,
consistent with the company's historical performance. The primary
financial covenants under the senior secured facilities will
continue to be a maximum net debt/EBITDA test and a minimum
interest coverage test. LKQ should remain in compliance with these
covenants over the near-term. Alternative liquidity is limited as
essentially all of the company's domestic assets secure the bank
credit facilities.

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

LKQ Corporation is the largest nationwide provider of aftermarket
and recycled collision replacement parts and refurbished collision
replacement products such as wheels, bumper covers and lights, and
a leading provider of mechanical replacement parts including
remanufactured engines, all in connection with the repair of
automobiles and other vehicles. LKQ also has operations in Canada,
Mexico, Central America, and the United Kingdom. LKQ operates more
than 340 facilities, offering its customers a broad range of
replacement systems, components and parts to repair automobiles
and light, medium and heavy-duty trucks. Revenues in 2010 were
approximately $2.5 billion.


LOCATION BASED TECHNOLOGIES: Launches PocketFinder in Apple Stores
------------------------------------------------------------------
Location Based Technologies, Inc., announced the launch of its
unique and easy to use PocketFinder GPS Personal Locator and GPS
Vehicle Locator devices for purchase throughout the United States
and Canada exclusively from all Apple Retail Stores and the Online
Apple Store.  Sales are expected to begin this month.

PocketFinder's Personal Locator fits easily in a pocket, purse or
backpack and provides real-time information that allows users to
locate the devices online at any time from almost anywhere.  The
portable GPS Personal Locators are especially useful in locating
children and elderly seniors who might get lost.  The devices are
as easy to recharge as a cell phone.

PocketFinder Vehicle attaches to automobiles, recreational
vehicles, motorcycles, boats, snowmobiles, jet skis?virtually any
powered vehicle.  It allows users to pinpoint the location of the
vehicles as well as their speeds-capabilities especially welcomed
by parents of teenage drivers.  The compact GPS Vehicle Locator
can also help authorities to quickly find a lost or stolen
vehicle.

"Just because you are on the move doesn't mean that you have to be
out of touch with the most important elements of business or life.
We optimize the way technology allows you to know the "location"
of what you value, even when you cannot be there," stated Dave
Morse, CEO of Location Based Technologies.  "Selling our products
through Apple Online and Retail stores fits perfectly with our
focus on quality and service as we provide customers with peace of
mind in knowing where people, pets and things that are most
important to them are located at all times."

The heart of the PocketFinder system is the online PocketFinder
GPS User Interface and an iOS App for the iPod touch, iPhone, and
iPad which can also be accessed via a web browser.

The online PocketFinder GPS Mapping Application pinpoints the
location of all selected PocketFinder GPS Personal and Vehicle
Locators.  Users can customize the map application by establishing
zones that automatically send alerts if a loved one enters or
leaves a zone on foot or in a vehicle.  In addition, speed alerts
can be set that notify users if a vehicle exceeds set speed
limits.  Alerts are sent instantly via email, SMS text, and push
notification.

MSRP for the PocketFinder GPS Personal Locator is $149.  The
PocketFinder GPS Vehicle Locator is $189.  Both include two months
of activation.  Ongoing monthly wireless connectivity charges are
$12.95.

                 About Location Based Technologies

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

As reported in the Troubled Company Reporter on Dec. 22, 2010,
Comiskey & Company, in Denver, Colo., expressed substantial doubt
about Location Based Technologies' ability to continue as a going
concern following its results for the fiscal year ended August 31,
2010.  The independent auditors noted that the Company has
incurred recurring losses since inception and has an accumulated
deficit in excess of $28,800,000 and a working capital deficit in
excess of $5,900,000.

The Company's balance sheet at May 31, 2011, showed $1.77 million
in total assets, $7.70 million in total liabilities and a $5.93
million in total stockholders' deficit.


LONE EAGLE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Lone Eagle Resorts, Inc.
        dba Pybus Point Lodge
        P.O. Box 33497
        Juneau, AK 99803

Bankruptcy Case No.: 11-34315

Chapter 11 Petition Date: September 30, 2011

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Anna W. Drake, Esq.
                  ANNA W. DRAKE, P.C.
                  175 South Main Street, Suite 300
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 413-1620
                  E-mail: annadrake@att.net

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

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

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

The petition was signed by Scott L. Jorgensen, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
North Cove Adventures, LLC             11-34304   09/30/11


LONGYEAR PROPERTIES: Reorganization Case Converted to Liquidation
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
converted the Chapter 11 case of Longyear Properties, LLC, to one
under Chapter 7 of the Bankruptcy Code.

The creditor trustees of Longyear at Fisher Hill Condominium
Trust, in their renewed request, requested that the Court convert
the Debtor's case and require the Debtor to: (i) pay the municipal
taxes on all five units within 30 days; (2) stay current with the
postpetition taxes; (3) timely pay the common area charges to the
Condominium Trust; and (4) pay the postpetition common fess for
all five units within 90 days.

As reported in the Troubled Company Reporter on July 26, 2011, the
Court denied the trustee's motion to convert the Debtor's case.

The TCR reported on June 27, 2011, the Condominium Trust pointed
out that in the nine months it has been in bankruptcy, the Debtor
has failed to provide any evidence of a viable business as its
only assets consist of five condominium units which it has been
unable to sell.  The Debtor has also failed to remain current with
any of its postpetition debt obligations, the Condominium Trust
cites.  No equity in the units exist, and extensive administrative
costs from professional fees are accumulating, the Condominium
Trust adds.  "All these factors establish a substantial and
continuing loss to and diminution of the estates."

On Sept. 29, 2011, William K. Harrington, the U.S. Trustee for
Region 1 appointed:

         Harold B. Murphy
         Murphy & King, P.C.
         One Beacon Street
         Boston, MA 02108?3107
         E-mail:

as interim trustee and is designated to preside at the meeting of
creditors.  The Court approved the trustee's bond under the
general blanket bond.  The trustee will notify the U.S. Trustee
immediately in the event that the liquid assets exceed $1,000,000.

                  About Longyear Properties, LLC

Norwood, Massachusetts-based Longyear Properties, LLC, was formed
in 1996 for the purpose of developing residential property known
as "Longyear at Fisher Hill" located at 120 Seaver Street, in
Brookline, Massachusetts, from a single-family home to a
residential condominium comprising forty three units.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case
No. 10-20326) on Sept. 22, 2010.  Stewart F. Grossman, Esq.,
Pamela A. Harbeson, Esq., and Heather Zelevinsky, Esq., at Looney
& Grossman LLP, in Boston, represented the Debtor.  In its
schedules, the Debtor disclosed $14,790,980 in assets and
$13,576,208 in liabilities as of the Petition Date.


LOS ANGELES DODGERS: Judge May Limit Probe About MLB's Other Teams
------------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Judge Kevin Gross said Wednesday he is inclined to
turn down a bid by the Los Angeles Dodgers to probe Major League
Baseball's dealings with other MLB members for proof Commissioner
Bud Selig is treating the ball club unfairly.

Lance Duroni at Bankruptcy Law360 relates such ruling potentially
denies owner Frank McCourt ammunition in the parties' upcoming
showdown over control of the franchise.

"To open this up at this point to all of baseball, to all of the
29 teams" would be "burdensome," Judge Gross said Wednesday at the
conclusion of nearly two hours of arguments on the issue in the
U.S. Bankruptcy Court in Wilmington, Del., according to DBR.

Judge Gross will start hearing evidence Oct. 31 in a battle
between the Dodgers and owner Frank McCourt and Mr. Selig over
McCourt's plan to sell media rights to pay the team's bills.

According to DBR, Judge Gross said he will release a formal
decision later and could change his mind.

"In my mind the power of the commissioner is akin to, but far
greater than, what we would call the business judgment rule,"
Judge Gross said.

DBR notes that Delaware's "business judgment rule" limits judicial
second-guessing of corporate decisions, requiring courts to bow to
business decisions that are not tainted with self-interest.  In
the Dodgers bankruptcy case, that could mean the team will have to
prove Mr. Selig perpetrated a wrong on the Dodgers when he turned
down the broadcast rights sale that would have eased a liquidity
crunch.

DBR recounts MLB attorneys say there's no comparison between the
Dodgers, who have been caught up in Mr. McCourt's divorce
proceedings, and other teams, and no rules for Mr. Selig's
decisions when it comes to what's best for baseball.

                     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.

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.


LOUISVILLE ORCHESTRA: Management Rejects Contract Proposal
----------------------------------------------------------
Elizabeth Kramer at the Courier-Journal reports that the
Louisville Orchestra's management rejected a contract proposal
from its musicians on Oct. 3, 2011.  The moves came as the two
sides were locked in intense negotiations that may determine the
future of the city's professional orchestra.

According to the report, the musicians said their proposal would
have cut $750,000 from the previous contract's musician costs,
then maintained a pay freeze for the next five years.  It also
would have cut the number of weeks in the orchestra's season and
the number of full-time orchestra musicians, all terms management
demanded in its contract proposal.

The report says the musicians' proposal would have cut the number
of players to 57 from the 71 required under their previous
contract, which expired in May and cut the number of weeks in the
2011-12 season to 30 from the 37 in the expired contract.  The
musicians said their proposal also agreed to freeze pay at 2010-11
weekly pay levels for five years for the 60 full-time musicians
who staffed the orchestra from September 2012 through May 2016.

The cost difference between the musicians' and management's
proposals is less than $190,000 for the contract's first year and
a total projected budget of more than $5 million, the report
quotes the musicians as saying.

                    About Louisville Orchestra

Based in Louisville, Kentucky, Louisville Orchestra, Inc. filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Case No.
10-36321) on Dec. 3, 2010.  Judge David T. Stosberg presides over
the case.  Daniel T. Albers, Jr., Esq., Mark A. Robinson, Esq.,
and Robert Wagner, Esq., at Valenti Hanley & Robinson PLLC,
represent the Debtor.  In its schedules, Louisville Orchestra
disclosed it had $412,000 in assets and $1.4 million in
liabilities.

The Louisville Symphony Orchestra won confirmation of its Chapter
11 plan on Aug. 17, 2011.  The reorganization plan resulted from
negotiations with JPMorgan Chase Bank NA and Fifth Third Bank, the
two principal secured lenders.  The non-profit symphony was
founded in 1937 and filed for Chapter 11 relief last December in
its hometown.

In August, the Debtor announced the cancellation of concerts
scheduled for September and October 2011.  The symphony said that
the musicians' union threatened to fine members who worked so long
as there is no new contract.  The symphony said it was offering
musicians $925 a week plus benefits, the same as last season's
wages.


LYDIAN SF: Files Schedules of Assets and Liabilities
----------------------------------------------------
Lydian SF Holdings LLC filed with the U.S. Bankruptcy Court for
the Northern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $83,170,692
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $80,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $140,422
                                 -----------      -----------
        TOTAL                    $83,170,692      $80,140,422

              About Lydian and First Street Holdings

Lydian SF Holdings LLC and First Street Holdings NV LLC, in
Oakland, California, filed separate Chapter 11 petitions (Bankr.
N.D. Calif. Case Nos. 11-49301 and 11-49300) on Aug. 30, 2011.
Judge Roger L. Efremsky presides over the First Street case while
Judge Edward D. Jellen oversees the Lydian case.  Iain A.
Macdonald, Esq., at MacDonald and Associates, serves as the
Debtors' counsel.

Both Lydian and First Street estimated $50 million to $100 million
in assets and $10 million to $50 million in debts.  The petitions
were signed by Graham Seel, SVP of CMR Capital, LLC,
manager.


LYMAN LUMBER: Court Okayed Cash Access Until Sept. 22
-----------------------------------------------------
The Honorable Dennis D. O'Brien has authorized Lyman Holding
Company, et al., on a final basis to use cash collateral
commencing on Sept. 2, 2011 and ending on Sept. 22, 2011, subject
to certain conditions and limitations.  The cash collateral use
period may be extended without further order of the Court by
stipulation of the Debtors and the Prepetition Lenders with an
attached budged filed with the Court.  All other parties will have
the right to object to an extension and put the matter on for an
expedited hearing.

The Debtors may use the Cash Collateral during the Cash Collateral
Use Period only for ordinary and reasonable disbursements
substantially consistent with the budget, which budget may be
amended from time to time with the consent of both the Debtors and
the Agent, U.S. Bank National Association.

Any amended Budget will be filed with the Court and will be in
effect when filed, subject to the right of any party-in-interest
to object.  The objecting party may then seek an expedited
hearing.  However, the amended Budget will remain in full force
and effect until the Court orders otherwise.

In the event that the Debtors and Agent are not able to agree to
an amended Budget, either one is authorized to move the Court for
a new expedited hearing on the Cash Collateral Motion, and both
the Debtors and the Agent will have their respective rights to
either seek or oppose the use of Cash Collateral.

In addition, at any time that, based on a "Budget Reconciliation"
(i) the Debtors' actual net operating cash flow on a cumulative
basis is more than 7.5% below the net operating cash flow
reflected in the Budget, or (ii) there will be a change that has a
material adverse effect on the use, value or condition of the
Debtors, their assets or the legal or financial status or business
operations, taken as a whole, the Agent may bring a motion seeking
the termination of the Debtors' right to use Cash Collateral.  In
that event, both the Debtors and the Agent will have all rights to
either seek or oppose the use of Cash Collateral.

As adequate protection, the Prepetition Lenders will receive:

     * Replacement liens on and security interests in all of the
       Debtors' rights in, to , and under all present and after-
       acquired property and assets of the type that would
       constitute the Prepetition Collateral in accordance with
       applicable Prepetition Loan Documents.  However, the
       Replacement Liens will not attach to any claims and causes
       of action possessed by the Debtors under Sections 544,
       545, 547, 548, 549, or 550 of the Bankruptcy Code, or any
       proceeds thereof.  The Replacement Liens will be subject
       only to the "Carve Out" and any valid, enforceable and
       non-avoidable liens and security interests senior to the
       Prepetition Lenders; liens and security interests as of
       the Petition Date;

     * Periodic payments of (i) all accrued but unpaid
       postpetition interest in the amounts and on the dates set
       forth in that certain Credit Agreement, and any interest
       not yet paid in accordance with the Interim Order, and
       (ii) certain payments to be applied to the principal
       balance due on the Prepetition Obligations as of the
       Petition Date;

     * The Debtors will pay to the Agent the reasonable,
       documented out-of-pocket fees and expenses of attorneys
       and other professional advisors retained by the
       Prepetition Lenders in connection with matters relating to
       the bankruptcy cases.  The Debtors and the Creditors'
       Committee may object to the reasonableness of the fees and
       expenses included in any professional fee invoices;

     * To the extent that the adequate protection granted to the
       Prepetition Lenders proves to be inadequate to assure the
       full repayment to the Prepetition Lenders of all Cash
       Collateral used by the Debtors, the Prepetition Lenders
       will have an administrative expense claim against the
       Debtors under Section 507(b) of the Bankruptcy Code, with
       priority over all other administrative expense claims and
       unsecured claims against the Debtors, subject only to the
       Carve Out;

     * During the Cash Collateral Use Period, the Debtors will
       deliver to the Agent and the Creditors' Committee all
       items required to be delivered pursuant to the Interim
       Order;

     * The Debtors will permit the Agent to inspect the
       Collateral during normal business hours upon reasonable
       advance notice.  The Debtors will also allow the Agent to
       periodically inspect and audit the books, records, and
       account statements of the Debtors in order to confirm
       their compliance with the Final Order and the Budget;

     * All Cash Collateral of the Prepetition Lenders collected
       by the Debtors will be immediately deposited with the
       Agent; and

     * The Prepetition Lenders will have the right to credit bid
       their claims to the fullest extent permitted by law in
       connection to any sale, auction or other disposition of
       the Collateral pursuant to Section 363(k) of the
       Bankruptcy Code and be treated as a "Qualified Bidder"
       without the necessity of making any deposits required of
       buyers under any sales procedures order or bidding
       procedures.  However, (i) to the extent that any other
       right of the Prepetition Lenders to credit bid must be
       established, the terms will be established by the Debtors
       and the Prepetition Lenders or under terms established by
       Court order, and (ii) the right to credit bid will not
       preclude the Debtors from seeking an order to limit for
       cause the credit bid of an assignee of or other successor
       to the Prepetition Lenders' claims.

Subject to any objections timely filed by the Official Committee
of Unsecured Creditors, the Debtors' Cash Collateral Motion is
granted in its entirety on a final basis, and all objections that
have not been withdrawn or resolved are overruled on their merits.

                        About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


LYMAN LUMBER: Term of Hilco Industrial Engagement Modified
----------------------------------------------------------
Lyman Holding Company, et al. sought and obtained the approval of
the Honorable Dennis D. O'Brien to employ the professional
auctioneering firm of Hilco Industrial, LLC as their
auctioneer/liquidator with respect to certain non-real property
assets of Woodinville Lumber, Inc. and Woodinville Construction,
LLC, and to supplement that application.

The Debtors filed a supplement to the joint employment application
to address a concern raised by the U.S. Trustee about a term in
the engagement agreement.  Hilco Industrial has modified that term
and the Debtors have executed an Amendment to the Agreement.  The
Debtors believe that the Amendment has been reviewed and accepted
by the U.S. Trustee and that it satisfies his objections.

The Court finds that Hilco Industrial does not hold or represent
an interest adverse to the estate and that it is disinterested
within the meaning of Section 327(a) of the Bankruptcy Code.

Upon conclusion of the auction, the Debtors will be authorized to
immediately pay in full Hilco Industrial's commission of 10%
buyer's premium and its expenses, as set forth in the Agreement,
as amended, and no further application for fees will be made by
the auctioneering firm.

                        About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


LYNN SQUARE: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lynn Square, Ltd.
        P.O. Box 579
        McKinney, TX 75070

Bankruptcy Case No.: 11-43045

Chapter 11 Petition Date: October 3, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Christopher J. Moser, Esq.
                  QUILLING, SELANDER, CUMMISKEY & LOWNDS
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201-3005
                  Tel: (214) 871-2100
                  E-mail: cmoser@qsclpc.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txeb11-43045.pdf

The petition was signed by David D. Blaylock, manager of general
partner, Lynn Square GP, LLP.


M WAIKIKI: Section 341 Meeting Continues After Filing of Schedules
------------------------------------------------------------------
The U.S. Trustee for Region 15 has rescheduled the meeting of
creditors in Chapter 11 case of M Waikiki LLC from Oct. 3, 2011,
to Nov. 1, 2011, at 2:00 p.m.  The meeting will be held at the
U.S. Trustee Hearing Room, 1132 Bishop Street, Suite 606,
Honolulu, Hawaii.

The U.S. Trustee explained that the Debtor's Bankruptcy schedules,
statement of financial affairs and related documents are due by
Oct. 12, and by the extension, the creditors to review of
documents filed.

                         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, and Young Conaway Stargatt & Taylor,
LLP as special counsel.

Tiffany L. Carrol, the acting United States Trustee for Southern
California, Hawaii, Guam, and Northern Mariana Islands, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed five unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of M Waikiki LLC.


M WAIKIKI: Court Approves Neligan Foley as Counsel
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii authorized
M Waikiki LLC to employ Neligan Foley LLP as counsel.

According to the Troubled Company Reporter on Sept. 26, 2011,
Patrick J. Neligan, Jr., a partner at Neligan Foley, tells the
Court the prior to the Petition Date, Neligan Foley received
$339,686 from the Debtor to represent the Debtor in preparation
for and in the Chapter 11 proceeding.  Neligan Foley applied
$14,709 to prepetition fees and expenses and forwarded $100,000 of
the funds to Klevansky Piper LLP as retainer to applied to
postpetition fees and expenses as approved by the Court.

The hourly rates of Neligan Foley's personnel are:

         Partners                         $395 - $550
         Paralegals and Associates        $130 - $275

Mr. Neligan assured the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                          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., at Neligan Foley LLP,
and Simon Klevansky, Esq., at Klevansky Piper, LLP, 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.


METROPARK USA: Seeks Stay of Bench Ruling on Cash Collateral Use
----------------------------------------------------------------
Bricoleur Capital Partners, LP, as second lien agent on behalf of
itself and Cynthia T. Harris, Jon E. Bortz, Ellen E. Bortz, Jay A.
Johnson, Robert M. Poole, Orval D. Madden as Trustee of the Madden
Family Trust UTD 3/27/98 as amended, and LeAnn Madden as Trustee
of the Madden Family Trust UTD 3/27/98 as amended, asks the U.S.
Bankruptcy Court for the Southern District of New York to stay and
rehear its Aug. 31, 2011 bench ruling (i) allowing Metropark USA,
Inc.'s continued use of cash collateral, and (ii) sustaining the
late-filed limited objection of the Official Committee of
Unsecured Creditors to the Debtor's use of cash collateral.

As of the Petition Date, the Debtor owed the Second Lien Lenders
approximately $825,000 secured by security interests in, and liens
on substantially all of the personal property of the Debtor, which
liens are expressly subordinated to the security interests of the
Prepetition Secured Parties pursuant to a Security Agreement dated
March 21, 2011.

The obligation to the Senior Secured Parties, owed approximately
$2,555,353 as of the Petition Date, has just recently been paid.

As a result, the Second Lien Lenders now hold the first priority
lien on the Collateral, including cash collateral.

On June 27, 2011, the Bankruptcy Court entered its Fourth Interim
Agreed Order authorizing the limited use of cash collateral.  The
authorization to use cash collateral under the Order expired on
Aug. 31, 2011.

On Aug. 25, 2011, the Debtor filed a hearing agenda regarding a
hearing before the Court on Aug. 29, 2011 (the Fifth Cash
Collateral Hearing?) regarding the Debtor's continued use of cash
collateral and the entry of a fifth interim cash collateral order,
which indicated that no opposition has been filed regarding either
the Debtor's continued use of cash collateral, or, importantly,
the Revised Budget.

On Aug. 26, 2011, the Debtor filed a notice of adjournment
regarding the Fifth Cash Collateral Hearing, from Aug. 29, 2011,
to Aug. 31, 2011.

During the evening of Aug. 30, 2011, -- approximately 14 hours
before the Fifth Cash Collateral Hearing, and with disregard for
the requirements of Local Bankruptcy Rule 9006-1(b) and the fact
that the Committee had notice of the Amended Budget 25 days
beforehand -- the Committee filed its limited opposition to the
Debtor's interim use of cash collateral.

The Committee asserted that the Revised Budget violates Local
Bankruptcy Rule 4001-2(a)(9) and 4001-2(h) due to its exclusion of
the Committee.  The Revised Budget, filed by Debtor, on Aug. 5,
2011, reflected no amount for the Committee, as the Committee has
not agreed to any reduction in their fees and the Agent and the
Committee have yet to reach an agreement to resolve the
Committee's threatened litigation.  Fees of counsel for the Debtor
and the Debtor's financial advisor, who agreed to a 20% reduction
of their fees, were included in the revised budget.

Notwithstanding the fact that the objection was untimely and no
representative of the Agent or the Second Lien Lenders was present
at the Fifth Cash Collateral Hearing, the Court sustained the
objection and directed that all professional fees of the Debtor's
estate be paid in full.

As a result of this fundamental change to the agreed terms for the
continued use of cash collateral between the Debtor and the Agent,
the Agent has withdrawn its consent to the Debtor's continued use
of cash collateral.

In support of its motion for rehearing, the Agent and the Second
Lien Lenders state:

  -- The Court cannot authorize the Debtor's continued use of cash
     collateral without providing the Agent and Second Lien
     Lenders with adequate protection.

  -- The Committee induced the Court -- likely unintentionally --
     into considering its late-filed objection, which resulted in
     a material change to the terms agreed upon between the Debtor
     resulting in the consensual use of cash collateral, without
     providing any meaningful notice of the objection to any of
     the parties, least of all the Agent or the Second Lien
     Lenders.

  -- The Agent and Second Lien Lenders should not be prejudiced by
     material changes to the circumstances underlying their
     agreements due to late-filed objections by parties such as
     the Committee who have more than sufficient notice that their
     rights may be affected by those agreements.  To allow the
     Court's Aug. 31, 2011 bench ruling to stand and the proposed
     fifth interim cash collateral order to take effect would
     render those notice requirements and due process meaningless
     and clearly violatge the requirements of Section 363(e) of
     the Bankruptcy Code.

                       About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site are located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., and Jeffrey L. Cohen, Esq., at Cooley LLP, in New York,
N.Y., serve as the Debtor's bankruptcy counsel.  CRG Partners
Group, LLC, is the Debtor's financial advisor.  The Debtor also
tapped Great American Group Real Estate, LLC doing business as GA
Keen Realty Advisors as special real estate advisor.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.

Ronald A. Clifford, Esq., at Blakeley & Blakeley LLP, in Irvine,
Calif., represents the Official Committee of Unsecured Creditors.

Sandra E. Mayerson, Esq., and Peter A. Zisser, Esq. at Squire,
Sanders & Dempsey (US) LLP, in New York, N.Y., represent Bricoleur
Capital Partners L.P. as agent on behalf of itself and certain
Second Lien Lenders.


MODA HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Moda Hospitality SPE, LLC
        500 North State College Boulevard
        Suite 1270
        Orange, CA 92868

Bankruptcy Case No.: 11-78794

Chapter 11 Petition Date: October 3, 2011

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

Debtor's Counsel: William A. Rountree, Esq.
                  MACEY, WILENSKY, KESSLER & HENNINGS LLC
                  Suite 2700
                  230 Peachtree Street, NW
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: mharris@maceywilensky.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-78794.pdf

The petition was signed by Hitesh Bhakta, corporate designee.


MORNINGSIDE HEIGHTS: Terrace in the Sky Restaurant Closes Doors
---------------------------------------------------------------
Abby Mitchell at Columbia Spectator reports that facilities
spokesperson Dan Held confirmed on Oct. 3, 2011, that Terrace in
the Sky has finally shut its doors, and is no longer operating
from 119th Street and Morningside Drive.

According to the report, the move follows months of legal woes for
the restaurant.  The Morningside Heights Restaurant Corporation,
which operates the restaurant, filed for Chapter 11 bankruptcy in
March, citing the general decline in the restaurant business from
the economic crisis.

Ms. Mitchell, citing court documents submitted to the New York
Bankruptcy Court, says the restaurant owes the University $87,000,
and the University Trustees sued the restaurant for failure to pay
rent.

Under the Chapter 11 reorganization plan, the restaurant was able
to stay open. But in May, the trustees filed a motion to force the
restaurant to vacate the property, claiming that Terrace in the
Sky was occupying "valuable commercial space," adding that it was
"unfair and prejudicial . . . for the debtor to continue to occupy
the premises and conduct its popular restaurant and catering
business without paying rent."

Morningside Heights Restaurant Corp., doing business as Terrace in
the Sky, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-10731) in Manhattan on Feb. 22, 2011.  The Debtor is
represented by Lawrence F. Morrison, Esq.  The Debtor estimated
assets at up to $50,000 and debts of up to $500,000 as of the
Chapter 11 filing.


MSR RESORT: Court Extends Plan Filing Deadline to Oct. 14
---------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive periods of
MSR Resort Golf Course LLC and its debtor-affiliates to file a
Chapter 11 plan until Oct. 14, 2011, and solicit acceptances of
that plan until Dec. 13, 2011.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by
the Paulson and Winthrop joint venture affiliates.  MSR Resort
Golf Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.



NEWPAGE CORP: Receives Final Approval for $600-Mil. Financing
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NewPage Corp. prevailed over most objections from the
official creditors' committee and won agreement from the
bankruptcy judge this week on final approval for $600 million in
secured financing.

According to the report, the Committee didn't want liens placed on
the Company's few unencumbered assets.  During the hearing, U.S.
Bankruptcy Judge Kevin Gross complimented the company and
creditors for cooperating toward the goal of keeping the company
operating.  Judge Gross said he is committed to helping find a way
to save 6,000 manufacturing jobs.

                       The DIP Financing

As reported in Troubled Company Reporter on Sept. 26, 2011, the
$600 million postpetition financing is being provided by JPMorgan
Chase Bank, N.A., Barclays Bank PLC, Wells Fargo Capital Finance,
LLC, and any future syndicate of financial institutions.

The DIP Facility consists of (i) a $350 million superpriority
senior secured DIP revolving credit facility, and (ii) a
$250 million superpriority senior secured term loan facility.

The Debtors told the Court that they intend to preserve and
enhance their business as a going concern through the use of cash
collateral and a postpetition credit facility consisting of (i) a
revolver, and (ii) a term loan.  The revolver is a $350 million
superpriority senior secured DIP revolving credit facility.  The
term loan is a $250 million superpriority senior secured term loan
facility.  The DIP Credit Facility and use of Cash Collateral will
provide the Debtors ample liquidity to fund their operations,
capital expenditures, and corporate overhead during the course of
their Chapter 11 cases, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware --
ljones@pszjlaw.com -- asserted.

                     About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

Attorneys at Young Conaway Stargatt & Taylor, LLP, and Paul,
Hastings, Janofsky & Walker LLP, represent the Official Committee
of Unsecured Creditors.


NORTH COVE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: North Cove Adventures, LLC
        a Utah limited liability company
        P.O. Box 33497
        Juneau, AK 99803

Bankruptcy Case No.: 11-34304

Chapter 11 Petition Date: September 30, 2011

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Anna W. Drake, Esq.
                  ANNA W. DRAKE, P.C.
                  175 South Main Street, Suite 300
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 413-1620
                  E-mail: annadrake@att.net

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

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

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

The petition was signed by Scott L. Jorgensen, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Lone Eagle Resorts                     11-34315   09/30/11


NUMBER ONE: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Number One Eastchase Ltd
        aka Woods of East Chase
        East Chase Gen Par LLC
        6036 Frontier
        Plano, TX 75023

Bankruptcy Case No.: 11-43023

Chapter 11 Petition Date: October 3, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Mark A. Weisbart, Esq.
                  THE LAW OFFICES OF MARK A. WEISBART
                  12770 Coit Road, Suite 541
                  Dallas, TX 75251
                  Tel: (972) 628-3694
                  Fax: (972) 628-3687
                  E-mail: weisbartm@earthlink.net

Estimated Assets: $0 to $50,000

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txeb11-43023.pdf

The petition was signed by Billy J. Roberts, member of East Chase
Gen Par LLC.


OLSEN AGRICULTURAL: Court Approves R.J. & L as Real Estate Broker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
Olsen Agricultural Enterprises LLC and Oregon Limited Liability
Company to employ R.J. & L. Enterprises Inc. dba Realty
Marketing/Northwest as real estate broker.

The firm will sell:

   a) the real property and improvements located in Linn County,
      Oregon, consisting of about 156.2 acres and commonly known
      as Koos Farm;

   b) the real property and improvements located in Linn County,
      Oregon, consisting of about 373.58 acres and commonly known
      as Koos Brownsville Farm;

   c) the unimproved residential development site located in Linn
      County, Oregon, consisting of about 20.88 acres and commonly
      referred to as the Brownsville development site; and

   d) the residential homesite located in the Puakea Bay Ranch
      subdivision in Hawi, Hawaii, consisting of three lots that
      total about 10 acres.

The firm will get a commission fee of:

   -- 6% of the purchase price for Brownsville Development Site.
   -- 5% of the purchase price for Koos Farm.
   -- 7% for Hawaii to be split equally with affiliate broker.

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

               About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC
operates an agricultural enterprise on roughly 7,762 acres of
owned and leased land located in Benton, Linn and Polk Counties.
Its business is comprised principally of three divisions: (a)
Olsen Seed Company, which produces and sells a variety of
grass seed and grains on 5,934 acres; (b) Olsen Agriculture, which
grows and sells peppermint, nursery stock, squash, hazelnuts and
blueberries on 1,334 acres; and (c) Olsen Family Vineyards, which
grows a variety of grapes on 494 acres and produces and sells
quality wines under the "Viridian" label as well as private
labels.

Olsen Agricultural Enterprises is the surviving entity of a merger
transaction that was consummated on June 1, 2011.  In the merger
transaction, Olsen Agricultural Company, Inc., an Oregon
corporation, Jenks-Olsen Land Co., an Oregon general partnership,
Olsen Vineyard Company, LLC, an Oregon limited liability company
and The Olsen Farms Family Limited Partnership were merged with
and into Olsen Agricultural Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  Greene & Markley, P.C., acts
as the Debtor's bankruptcy counsel.  Clyde A. Hamstreet &
Associates, LLC, serves as the Debtor's restructuring consultant
and financial advisor.

An official committee of unsecured creditors has been appointed in
the case.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Robin G. Olsen,
operations director.

For the fiscal year ended Dec. 31, 2010, OAC reported total
revenues of $6,428,880 and a net loss of ($5,791,310). At the time
of the merger, on a consolidated basis, the books and records of
OAC, JOLC and OVC reflected assets totaling $29.8 million and
liabilities totaling $37.2 million.  The fair market value of the
Debtor's assets, on a going concern basis, is roughly $50 million.


PAUL BRENNEKE: Case Dismissal, Conversion Hearing Set for Oct. 26
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon will convene
a hearing on Oct. 26, 2011, at 1:30 p.m., to consider Robert D.
Miller Jr., the Region 18 U.S. Trustee's motion to dismiss or
convert the Chapter 11 case of Paul Brenneke Qualified Personal
Residence Trust UDT.

The U.S. Trustee is represented by:

         Carla G. McClurg, Esq.
         Office of the U.S. Trustee
         620 SW Main Street, Suite 213
         Portland, OR 97205
         Tel: (503) 326-7659

Z&A Irrevocable Trust UDT, Elene Dunavan, Jones Dave D&J
Remodeling, and Victor Le Nettoyeur LLC filed for Involuntary
Chapter 11 protection for Portland, Oregon-based Paul Brenneke
Qualified Personal Residence Trust UDT (Bankr. D. Ore. Case No.
11-31975) on March 14, 2011.  Judge Trish M. Brown presides over
the case.  The petitioners are represented by Robert S. Simon,
Esq. at Robert S. Simon P.C.

The U.S. Trustee for Region 18 notified the U.S. Bankruptcy Court
for the District of Oregon that he is unable to appoint an
official committee of unsecured creditors in the Chapter 11 case
of Paul Brenneke Qualified Personal Residence Trust UDT.

The U.S. Trustee explains that he has not received a sufficient
number of creditors willing to serve on a committee.


PDSS PARTNERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: PDSS Partners, LP
        616 Roanoke Dr.
        Allen, TX 75013

Bankruptcy Case No.: 11-43039

Chapter 11 Petition Date: October 3, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

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

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

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

The petition was signed by Pankerj Pragji, limited partner.


PENINSULA HOSPITAL: Hires Alvarez & Marsal as Financial Advisors
----------------------------------------------------------------
Peninsula Hospital Center and Peninsula General Nursing Home
Corp., doing business as Peninsula Center for Extended Care &
Rehabilitation, seek authority from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Alvarez & Marsal
Healthcare Industry Group, LLC, together with employees of its
affiliates, its wholly owned subsidiaries and independent
contractors, to serve as the Debtors' financial advisors, nunc pro
tunc to the Petition Date.

Among other things, A&M will provide assistance to the Debtors
with respect to management of the overall restructuring process,
the development of ongoing business and financial plans, and
supporting restructuring negotiations among the Debtors, their
advisors and their creditors with respect to an overall exit
strategy for their Chapter 11 cases.  A&M will also support the
Debtors' financial function, assist in developing and implementing
cash management planning and processes and assist in coordinating
and providing administrative support for the development of the
Debtors' plan of reorganization/liquidation, among other services.

In accordance with the terms of the parties' engagement letter,
A&M will be paid for its professionals' services at $160,000 per
month.  A&M will also be reimbursed for the reasonable out-of-
pocket expenses incurred in connection with its engagement.

As a material part of the consideration for which the A&M
Professionals have agreed to provide services, the Debtors have
agreed to certain indemnification provisions in the Engagement
Letter.

A&M received $125,000 as a retainer in connection with preparing
for and conducting the filing of the Debtors' Chapter 11 cases.
In the 90 days prior to the bankruptcy filing, A&M received
retainers from and on behalf of the Debtors and payments totaling
$175,000 in the aggregate for services performed or to be
performed for the Debtors.  The payments were received as follows:
$50,000 directly from the Debtors and $125,000 on behalf of the
Debtors from Nutovic & Associates, Counsel to Revival Funding Co.,
LLC.  A&M has applied these funds to amounts due for services
rendered and expenses incurred prior to the Petition Date.

Ronald M. Winters, managing director of A&M, assures the Court
that A&M is a "disinterested person" as defined by Section 101(14)
of the Bankruptcy Code.

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center in the U.S. Bankruptcy Court for the Eastern
District of New York (Case No. 11-47056) on Aug. 16, 2011.  Judge
Elizabeth S. Stong presides over the case.  Marilyn Cowhey Macron,
Esq., Macron & Cowhey, represents the petitioners.


PENINSULA HOSPITAL: Seeks to Hire Abrams Fensterman as Counsel
--------------------------------------------------------------
Peninsula Hospital Center and Peninsula General Nursing Home
Corp., doing business as Peninsula Center for Extended Care &
Rehabilitation, ask permission from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Abrams Fensterman et
al. as their attorneys, nunc pro tunc to the Petition Date.

As counsel, Abrams Fensterman's services will include assisting,
advising and representing the Debtors with respect to these
matters:

   (a) The administration of these cases and the exercise of
       oversight with respect to the Debtors' affairs;

   (b) The preparation on behalf of the Debtors of necessary
       applications, motions, memoranda, orders, reports and
       other legal pleadings;

   (c) Appearances in Court and at various meetings to represent
       the interests of the Debtors;

   (d) Negotiating with the Debtors' secured lenders, as well as
       any creditors' committee appointed in the cases, other
       creditors, and third parties, for the benefit of the
       Debtors' estates; and

   (e) Communication with creditors and others as the Debtors may
       consider desirable or necessary.

The Debtors will compensate Abrams Fensterman in accordance with
its standard hourly billing rates, and will reimburse the Firm's
expenses incurred on behalf of the Debtors.  The hourly rate for
various attorneys and paraprofessionals, who will be rendering
services on behalf of the Debtors during the pendency of the
cases, ranges from $90 to $600 per hour.  Hourly rates for (i)
attorneys currently range from $250 to $600, and (ii)
paraprofessionals range from $90 to $225.

Deborah J. Piazza, a partner at Abrams Fensterman, attests that
the Firm is a "disinterested person" as defined by Section 101(14)
of the Bankruptcy Code.

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center in the U.S. Bankruptcy Court for the Eastern
District of New York (Case No. 11-47056) on Aug. 16, 2011.  Judge
Elizabeth S. Stong presides over the case.  Marilyn Cowhey Macron,
Esq., Macron & Cowhey, represents the petitioners.


POLYONE CORPORATION: Moody's Affirms 'Ba2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the long term debt ratings
(Corporate Family Rating of Ba2 (CFR)) of PolyOne Corporation
(PolyOne). The affirmation (see list below) reflects the proposed
friendly acquisition agreement to acquire ColorMatrix Group, Inc.
(ColorMatrix), a leading global innovator in liquid colorants,
additives and fluoropolymers for a purchase price of $486 million.
ColorMatrix achieved sales and EBITDA of $196.8 million and $43.6
million respectively for the 12 months ended June 30, 2011. This
puts the EBITDA multiple for the purchase price at approximately
11 times not including any potential synergies. PolyOne intends to
finance the purchase price of $486 million, which includes
transaction tax benefits of $10 million, with a combination of
cash on hand and the addition of approximately $300 million of
long term debt. Proforma for the acquisition Debt to EBITDA for
the LTM period ending June 30, 2011 would be 3.2X up from 2.6X for
PolyOne on a standalone basis (excluding the EBITDA from Sunbelt).
A 3.2X leverage ratio maps to a Ba1 credit metric per Moody's
chemical methodology. The acquisition is subject to regulatory
approvals and is expected to close late in 2011. Depending on the
terms of the proposed acquisition related debt the existing
ratings on PolyOne's public debt may be lowered if viewed as
subordinate.

RATINGS RATIONALE

PolyOne's Ba2 CFR reflects the prospect of a continued sustainable
operating income generated by its Global Specialty Engineered
Materials and Performance Products and Solutions segments as well
as the Distribution segment over the next several years. PolyOne's
performance has been aided by successful restructuring programs,
economic recovery and demand increases, and product mix
improvements. Moody's constructive view of PolyOne's performance
is supported by the significant gains demonstrated since mid-2009.
Moody's expects that PolyOne will generate free cash flow in 2011
and 2012. PolyOne's good liquidity was boosted by cash from
earnings and the sale of its SunBelt joint venture, which brought
the cash balance to $417 million as of June 30, 2011. However,
some of PolyOne's cash will be utilized to execute the October 3,
2011 announced acquisition of ColorMatrix - a transaction which is
supportive of PolyOne's global expansion strategy and focus on
value-added product initiatives.

Ratings Affirmed:

Issuer: PolyOne Corporation

Corporate Family Rating Ba2

Probability of Default Rating Ba2

8.75% Senior Notes due 2012 Ba2 LGD4, 57%

7.5% Debentures due 2015 Ba2 LGD4, 57%

7.375% Senior Notes due 2020 Ba2 LGD4, 57%

Senior Unsecured Shelf (P)Ba2

Preferred Shelf (P)B1

Speculative Grade Liquidity Rating at SGL-2

Outlook Stable

PolyOne's Speculative Grade Liquidity Rating of SGL-2 is a result
of their good liquidity position which includes a significant cash
balance, no significant near-term maturities, and no covenant
concerns.

There is limited upside to the ratings at this time. Should
PolyOne achieve sustainable EBITDA margins above 10%, maintain
Retained Cash Flow / Debt of above 25%, and reliably achieve
Debt/EBITDA of less than 3.0X on an adjusted basis, Moody's could
consider the appropriateness of a higher rating. Moody's could
reassess the appropriateness of the rating and outlook if annual
EBITDA falls below $100 million such that Debt / EBITDA rises
above 4.5X on a sustainable basis or if the company's excess
liquidity declines below $50 million. Moody's assessment would
also consider the impact of anticipated acquisitions as well as
further dividend and share repurchase programs.

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

PolyOne Corporation, (PolyOne) headquartered in Avon Lake, Ohio,
is a leading global provider of specialized polymer materials,
services and solutions with revenues of $2.8 billion for the LTM
ending June 30, 2011.


PONCE DE LEON: Hearing Today on Further Cash Use Access
-------------------------------------------------------
Judge Enrique S. Lamoutte of the U.S. Bankruptcy Court for the
District of Puerto Rico granted approval to Ponce De Leon 1403,
Inc., to use the cash collateral of Banco Popular de Puerto Rico
on an interim basis.

The Debtor was authorized to use Lender's cash collateral only for
operating expenses provided for in the Budget approved by Lender,
pending a final hearing.  The Debtor has prepared a budget
reflecting anticipated operating expenses for the Debtor in the
amount of $26,750 for 15 days.

Prior to the Petition Date, Banco Popular de Puerto Rico made
certain loans and extended certain financial accommodations to the
Debtor.  As of the Petition Date, $14.6 Million was outstanding
under the prepetition debt.  To secure the Prepetition Debt, the
Debtor granted to Lender liens on and security interests in the
Debtor's real property and accounts receivable.

All of the Debtor's cash represents either proceeds of financing
provided by Lender or proceeds of prepetition collateral.
Accordingly, all of the Debtor's cash is Lender's cash collateral.

Carmen D. Conde Torres, Esq., at C. Conde & Associates, tells the
Court that an immediate and critical need exists for the Debtor to
obtain access to funds in order to continue the operation of its
business.  Without these funds, the Debtor will not be able to pay
its payroll and other operating expenses and obtain goods and
services needed to carry on its business.

As adequate protection for the use of its cash collateral, the
Lender is granted valid, binding, enforceable and perfected liens
on all property of the Debtor's estate to secure an amount of
Prepetition Debt equal to any decrease in the value of Lender's
interest in the Prepetition Collateral occurring subsequent to the
Petition Date, including decreases resulting from the Debtor's use
of cash collateral hereunder, depreciation, use, sale, loss,
passage of time, decline in the market value of Prepetition
Collateral or otherwise.

A final hearing on the Motion is set for Oct. 7, 2011 at 9:30 A.M.

                     About Ponce De Leon 1403

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and
retail space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available
for lease.  The common areas of the project include a swimming
pool, a gym, gardens and a gazebo.

Ponce De Leon 1403, Inc., disclosed assets between $10,000,001 to
$50,000,000, and debts between $1,000,001 to $10,000,000.

Ponce De Leon 1403, Inc., filed voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. Puerto Rico Case No. 11-07920) on Sept. 19, 2011.

Carmen D. Conde Torres, Esq., at C. Conde & Associates, in
San Juan, P.R., represents Ponce De Leon 1403.


PONCE DE LEON: Meeting of Creditors Scheduled for Oct. 24
---------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Ponce De Leon 1403 Inc's Chapter 11 case on Oct. 24, 2011, at
10:30 a.m.  The meeting will be held at the 341 Meeting Room,
Ochoa Building, 500 Tanca Street, First Floor, San Juan, Puerto
Rico.

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.

Individual or entities has until Jan. 22, 2012, to file proofs of
claim against the Debtor.  Government proofs of claim are due
March 18, 2012.

                     About Ponce De Leon 1403

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and
retail space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available
for lease.  The common areas of the project include a swimming
pool, a gym, gardens and a gazebo.

San Juan, Puerto Rico-based, Ponce De Leon 1403, Inc., filed for
Chapter 11 protection (Bankr. D. P.R. Case No. 11-07920) on
Sept. 19, 2011.  The Debtor estimated assets and debts at
$10 million to $50 million.  The petition was signed by Ruben A.
Jordan, president.

The Debtor is represented by:

         Carmen D. Conde Torres, Esq.
         C. CONDE & ASSOCIATES
         254 San Jose Street, 5th Floor
         San Juan, PR 00901-1523
         Tel: (787) 729-2900
         Fax: (787) 729-2203
         E-mail: notices@condelaw.com


PONCE DE LEON: Wants to Hire RSM ROC as Accountant
--------------------------------------------------
Ponce De Leon 1403 Inc. asks the U.S. Bankruptcy Court for the
District of Puerto Rico for permission to employ RSM ROC & Company
as accountant.

The firm will, among other things:

  a) prepare or review of bankruptcy court required monthly
     operating reports;

  b) reconcile proof of claims;

  c) prepare or review Debtor's projections;

  d) analyze profitability of the Debtor's operations; and

  e) assist in the development or review of plan of reorganization
     or disclosure statements.

The firms professionals and their compensation rates:

     Partner                    $160-$300
     Managers and Supervisors   $100-$150
     Semi-Seniors and Seniors   $75-$80

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

Based in San Juan, Puerto Rico, Ponce De Leon 1403 Inc. filed for
Chapter 11 protection on Sept. 19, 2011 (Bank. D. P.R. Case No.
11-07920).  The Debtor estimated both assets and debts of between
$10 million and $50 million.


PONCE DE LEON: Wants to Hire Carmen Torres as Attorney
------------------------------------------------------
Ponce De Leon 1403 Inc. asks the U.S. Bankruptcy Court for the
District of Puerto Rico for permission to employ the Law Firm of
Carmen D. Conde Torres, Esq., as its attorney to advise the Debtor
with respect to its duties, powers and responsibilities.

Mr. Torres will charge $300 per hour for this engagement.

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

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and
retail space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available
for lease.  The common areas of the project include a swimming
pool, a gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between $10 million and $50 million.


POWER RECEIVABLE: S&P Affirms 'BB+' Rating on Subordinate Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Power Receivable Finance LLC's (PRF) $432 million
senior secured notes due in January 2012 ($35.8 million
outstanding as of Aug. 30, 2011) and $22.2 million subordinated
notes due in February 2012 ($7.8 million outstanding). "At the
same time, we affirmed the 'BBB' rating on the senior secured
notes and the 'BB+' rating on the subordinate notes," S&P related.

"The outlook revision on PRF's senior and subordinate notes
reflects the probability that the project will make its final debt
payments in January and February 2012," said Standard & Poor's
credit analyst Theodore Dewitt. The project will make the final
debt service payments in the amount of $18.23 million on the first
lien in January 2012 and $6.54 million on the second lien in
February 2012. The project will receive payments of approximately
$18.23 million for its last three power deliveries and has
approximately $6.6 million of cash on hand, which it will use to
make the final note payments. The project also has a six-month
debt service reserve backed by a letter of credit with the Goldman
Sachs Group Inc. (GSG; A/Negative/A-1), which wholly owns PRF.

The positive outlook reflects the increased likelihood that the
project will make its final debt payments in January and February
2012. The structure of the project has performed as expected and
will likely earn sufficient cash flow to meet its final
obligations. "PRF can also meet the final payment with its letter-
of-credit-backed debt service reserve; however, we think that
course of action is unlikely," S&P said.


PREGIS CORP: S&P Puts B- Corp. Credit Rating on Watch Developing
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Pregis
Corp., including the 'B-' corporate credit rating, on CreditWatch
with developing implications.

"The CreditWatch listing follows Pregis Corp.'s announcement that
it has agreed to divest its Hexacomb division, which produces
paper-based packaging, to an affiliate of paper and packaging
manufacturer Boise Inc. The agreement values the transaction at
approximately $125 million.  The transaction is the result
of Pregis' ongoing internal review of its business portfolio, in
an effort to optimize value and reduce leverage," said Standard &
Poor's credit analyst Ket Gondha.

"The developing implications of the listing indicate that we could
raise, lower, or affirm the ratings depending on future
developments including the details of the reorganization plan and
use of funds," he added.

Pregis, with annual sales of more than $900 million, was formed in
October 2005, when equity sponsor AEA Investors LLC acquired
substantially all of Pactiv Corp.'s North American and European
protective and specialty packaging businesses.


PURE BEAUTY: Returns to Chapter 11 in Delaware
----------------------------------------------
Pure Beauty Salons & Boutiques Inc. filed for bankruptcy (Bankr.
D. Del. Case No. 11-13159) a year after having been sold out of
Chapter 11.

In the new Chapter 11 case, the proposal is for former owner Regis
Corp. and an affiliate of a Luborsky family trust to purchase the
business in exchange for $32.5 million in debt held by Regis and
the assumption of liabilities.  The deal is subject to higher and
better offers at a court-sanctioned auction.

The Debtor, which filed for bankruptcy with an affiliate, has 436
mall-based locations operating beauty salons and retailing hair-
care products.  Franchisees are operating additional 22
BeautyFirst and 7 Trade Secret stores.  Trade names include Trade
Secret, Beauty Express, BeautyFirst, PureBeauty, and Winston's
Barber Shop.  About 2,330 people are employed by the Debtor.
The Debtor estimated assets and debts both at $10 million to
$50 million.  The Debtors currently owe $15 million to vendors and
landlords.

The two buyers were also involved in the prior Chapter 11 sale.
Regis Corp., bought the stores through a credit bid of $32.5
million and the assumption of $13 million debt.  An affiliate of a
Luborsky family trust was also involved in the purchase.  The
prior case, In re Trade Secret Inc. (Bankr. D. Del. Case No.
10-1215) was dismissed after the sale was completed.

CEO Brian Luborsky said in a court filing that many of the
purchased stores have not performed as well as the Debtors'
projected at the time they entered into the sale transaction.  The
Debtors projected EBIDTA of $6.7 million at the end of July 2011,
but actual results for the first nine months post-closing yielded
an EBITDA loss of $14.1 million.


PURE BEAUTY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pure Beauty Salons & Boutiques, Inc.
          aka Trade Secret
              Beauty Express
              Winston's Barber Shop
              BeautyFirst
              PureBeauty
        3762 14th Avenue, #200
        Markham L3R 0G7
        Canada

Bankruptcy Case No.: 11-13159

Chapter 11 Petition Date: October 4, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Andrew L. Magaziner, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  The Brandywine Building, 17th Floor
                  1000 N. West Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  E-mail: bankfilings@ycst.com

                         - and ?

                  Joseph M. Barry, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  The Brandywine Building, 17th Floor
                  1000 West Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  E-mail: bankfilings@ycst.com

Debtor's
Investment
Banker:           SSG Capital Advisors, LLC

Debtor's
Notice, Claims
Solicitation, and
Balloting Agent:  EPIQ BANKRUPTCY SOLUTIONS

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

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

The petition was signed by Brian Luborsky, chief executive
officer.

Affiliate that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
BeautyFirst Franchise Corp.           11-13160

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
PREIT Services, LLC                Litigation Claim     $2,426,722
c/o Klehr Harrison Harvey Branzburg
LLP
1835 Market Street, Suite 1400
Philadelphia, PA 19103

John Paul Mitchell Systems         Trade                $1,356,734
20705 Centre Pointe Park
Santa Clarita, CA 91350

OPI Products, Inc.                 Trade                  $945,139
13034 Saticoy Street
N. Hollywood, CA 91605

KPSS, Inc.                         Trade                  $430,904
981 Corporate Boulevard
Linthicum Heights, MD 21090

Farouk Systems                     Trade                  $402,829
250 Pennbright, Suite 150
Houston, TX 77090

Kenra Laboratories, Inc.           Trade                  $394,726
22 E. Washington Street, 5th Floor
Indianapolis, IN 46204

Houston BW, Inc. et al.            Litigation             $371,000
12 Corporate Woods
10975 Benson, Suite 550
Overland Park, KS 66210-2008

Beautymax/FHI Heat, Inc.           Trade                  $336,558
30575 Bainbridge Road, Suite 200
Solon, OH 44139

National City Commercial Capital   Trade                  $316,926
Co. LLC
995 Dalton Avenue
Cincinnati, OH 45203

Joico Laboratories                 Trade                  $299,500
300 Forge Road
Geneva, NY 14456

Helen of Troy Corporation          Trade                  $297,444
One Helen of Troy Plaza
El Paso, TX 79912

Beautopia LLC                      Trade                  $283,844
3939 E. 46th Street
Minneapolis, MN 55406

Tigi Linea Haircare                Trade                  $253,632
1655 Waters Ridge Drive
Lewisville, TX 75057

Macadamia Natural Oil LLC          Trade                  $132,528

Epiq Bankruptcy Solutions, LLC     Professional Fees      $130,000

Sexy Hair Concepts, LLC            Trade                  $124,288

Macerich ? Store No. 70025 ?       Lease Obligation       $111,682
Tysons Corner

Staples Contract & Commercial,     Trade                  $105,367
Inc.

Athena Cosmetics Inc./Revitalash   Trade                   $91,260

Federal Realty Invest Trust -      Lease Obligation        $91,152
Store No. 70053 ? Pike 7 Plaza


QUALTEQ INC: Bank of America Seeks to Transfer Venue of Cases
-------------------------------------------------------------
Bank of America, N.A. asks the U.S. Bankruptcy Court for the
District of Delaware for authority to file under seal its motion
to transfer venue of the Chapter 11 cases of QualTeq, Inc., d/b/a
VCT New Jersey, Inc., et al. to the U.S. Bankruptcy Court for the
Northern District of Illinois.

Bank of America also asks the Court to direct that until further
Court order, the Transfer Venue Motion will remain under seal and
confidential, and will not be made available to anyone other than
the Court and counsel to the Debtors.

Bank of America has also filed a motion to lift the automatic stay
for the limited purpose of permitting it to file a motion in the
Northern District of Illinois to modify certain protective orders
entered in litigation pending there so that, inter alia, the
Transfer Venue Motion and any subsequent filings referring to the
record in the Northern District may be filed in an unrestricted
manner in this Court.

According to Bank of America, filing the Transfer Venue Motion is
necessary because disclosure of material subject to the Protective
Order could be perceived as a breach.

                       About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Scouler & Company is the restructuring advisors.  QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of QualTeq, Inc.


QUINCY MEDICAL: Court Sets Nov. 10 as Claims Bar Date
-----------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts set Nov. 10, 2011, as the deadline for
creditors of Quincy Medical Center Inc. and its debtor-affiliates
to file proofs of claim.

Governmental units have until Dec. 28, 2011, to file their claims.

                       About Quincy Medical

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.

Quincy Medical Center, Inc. together with two affiliates, sought
Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16394) on
July 1, 2011.

John T. Morrier, Esq., at Casner & Edwards, LLP, in Boston, serves
as counsel to the Debtors.  Navigant Capital Advisor LLC and
Navigant Consulting Inc. serve as financial advisors.  Epiq
Bankruptcy Solutions LLC is the claims, noticing, and balloting
agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.

On July 12, 2011, the U.S. Trustee for the District of
Massachusetts appointed the Official Committee of Unsecured
Creditors.  Counsel to the Creditors' Committee is Jeffrey D.
Sternklar, Esq., at Duane Morris LLP, in Boston, Massachusetts.
Deloitte Financial Advisory Services LLC is the financial advisor
to the Creditors' Committee.


QWEST COMMUNICATIONS: Sells $950 Million of 6.75% Notes Due 2021
----------------------------------------------------------------
Qwest Corporation, an indirect wholly owned subsidiary of both
CenturyLink, Inc., and CenturyLink's wholly owned subsidiary,
Qwest Communications International Inc., publicly sold
$950,000,000 aggregate principal amount of its 6.75% Notes due
2021.

The public offering price of the Notes was 98.181% of the
principal amount. After deducting the underwriting discount and
QC's estimated expenses, QC expects to receive approximately $926
million of net proceeds from the sale of the Notes.  QC expects to
use the net proceeds from this offering, together with the $557
million of net proceeds it received on Sept. 21, 2011, in
connection with the sale of its 7.50% Notes due 2051 and cash on
hand, to redeem in October 2011 the $1.5 billion aggregate
principal amount of QC's outstanding 8.875% Notes due March 15,
2012, and to pay all related fees and expenses.

QC sold the Notes pursuant to an underwriting agreement dated
Sept. 27, 2011, among QC and the underwriters, and a related price
determination agreement dated Sept. 27, 2011, among the same
parties.  The Notes have been registered under the Securities Act
of 1933, as amended, pursuant to an automatic shelf registration
statement on Form S-3, filed by QCII, QC, and certain of their
affiliates with the Securities and Exchange Commission on Dec. 12,
2008, as supplemented by a prospectus supplement dated Sept. 27,
2011.

QC issued the Notes pursuant to an indenture dated as of Oct. 15,
1999, between QC and Bank of New York Trust Company, National
Association, as amended and supplemented, including by the Ninth
Supplemental Indenture between QC and U.S. Bank National
Association, as trustee, dated as of Oct. 4, 2011.  QC will pay
interest on the Notes semi-annually in arrears on June 1 and
December 1 of each year, beginning June 1, 2012.  QC may redeem
the Notes, at any time in whole or from time to time in part, at
its option, at a redemption price equal to the greater of (i) 100%
of the principal amount of the Notes to be redeemed or (ii) the
sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed, discounted to
the date of redemption on a semi-annual basis at the then current
Treasury Rate applicable to the Notes plus 50 basis points.  The
Notes are QC's senior unsecured obligations and will rank senior
to any of its future subordinated debt and rank equally in right
of payment with all of its existing and future unsecured and
unsubordinated debt.

                     About Qwest Communications

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95% of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

The Company's balance sheet at June 30, 2011, showed $31.28
billion in total assets, $19.06 billion in total liabilities and
$12.22 billion in total stockholders' equity.

                           *     *     *

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after Nov. 20, 2010 and holders may require the
Company to repurchase for cash on Nov. 15, 2010.

Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.


RADIATION THERAPY: Moody's Says B2 CFR Unaffected by Amendments
---------------------------------------------------------------
Moody's Investors Service said that the B2 corporate family and
probability of default ratings and negative outlook of Radiation
Therapy Services, Inc. ("RTS") are unaffected by recent credit
agreement amendments. Further, the Ba2 ratings on the term loan
and revolving credit facility as well as the B3 rating on the
Senior Subordinated Notes are unchanged. RTS entered into the
amendments on September 29, 2011 and September 30, 2011.

The amendments include an increase in RTS' revolving credit
facility's total capacity to $125 million from $75 million. Other
changes in the amendment include, but are not limited to,
modification to permitted investment baskets, permitted
indebtedness basket, and 50 basis point increase in interest rate.
The increase in interest rate to LIBOR+475 basis points from LIBOR
+ 425 basis points is anticipated to increase interest expense
approximately $4 million or 5-6%.

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

Radiation Therapy Services owns and operates radiation treatment
facilities in the US and Latin America. The company's revenues for
the last twelve months ended June 30, 2011 were approximately $593
million.



REAL MEX: Moody's Cuts Probability of Default Rating to 'D'
-----------------------------------------------------------
Moody's Investors Service downgraded Real Mex Restaurants, Inc.
("Real Mex")'s Probability of Default Rating to D from Ca. The
downgrade was prompted by the company's October 4, 2011
announcement that it filed for Chapter 11 bankruptcy protection.

These ratings were downgraded and will be withdrawn:

Probability of Default Rating downgraded to D from Ca

$130 million 2nd lien senior secured notes due 2013 to Caa3 (LGD
3, 30%) from Caa2 (LGD 2, 27%)

The following ratings will be withdrawn:

Corporate Family Rating at Ca

Speculative Grade Liquidity rating at SGL - 4

RATINGS RATIONALE

Subsequent to the actions, Moody's will withdraw the ratings
because Real Mex has entered bankruptcy. Please refer to Moody's
Withdrawal Policy on moodys.com

The principal methodology used in rating Real Mex Restaurants,
Inc. was the Global Restaurant Industry published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Real Mex Restaurants, Inc., headquartered in Cypress, California,
is a leading Mexican-themed restaurant chain operator that owns,
operates and franchises casual dining restaurants primarily under
the El Torito, Chevys Fresh Mex and Acapulco Mexican Restaurant
concepts. Total revenues for twelve months ended June 30, 2011
were approximately $471 million.


REGAL PLAZA: Court Dismisses Chapter 11 Cases
---------------------------------------------
The Honorable Mike K. Nakagawa entered a final order dismissing
the Chapter 11 case of Regal Plaza, LLC, with prejudice.

The Court, which previously entered a Conditional Order of
Dismissal of Chapter 11 cases, has been informed by Lenard E.
Schwartzer, Esq., of the law firm Schwartzer & McPherson Law Firm,
on behalf of Regal Plaza, LLC, and Brigid M. Higgins, Esq., of
Gordon Silver, on behalf of Nevada State Bank, that the conditions
for final dismissal have been met.

Until Nevada State Bank is paid $5,500,000, neither the Debtor nor
5831 W. Craig, LLC, nor any of their insiders or affiliates, will
file or cause to be filed another bankruptcy case of the Debtor or
a bankruptcy case under 5831 W. Craig under any chapter of the
Bankruptcy Code for 180 days.

In the event that a bankruptcy is filed in violation of this final
order, the Court will immediately enter an order lifting the
automatic stay for the benefit of Nevada State Bank by a motion
heard on shortened time, and the 14-day stay of that order is
waived.

If the property, real or personal, of the Debtor is transferred to
an entity other than 5831 W. Craig, until Nevada State Bank is
paid $5,500,000, neither that entity nor any of its insiders or
affiliates will file or cause to be filed a bankruptcy case of
that entity under any chapter of the Bankruptcy Code for 180 days.
If that entity, the Debtor, 5831 W. Craig, or any of their
insiders violate this final order, the Court will immediately
enter an order lifting the automatic stay for the benefit of
Nevada State Bank by a motion heard on shortened time, and the 14-
day stay of that order is waived.  The Debtor, 5831 W. Craig, that
entity and their insiders will not oppose that motion.

Las Vegas, Nevada-based Regal Plaza, LLC, owns a shopping center
in Las Vegas, Nevada.  The shopping center was originally
constructed in 2000 on 5.72 acres which are operated as the Regal
Plaza.  There is 56,097 square feet of rentable space,
approximately 22,510 square feet are currently occupied and 23,187
square feet are currently being improved for tenants with signed
leases.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. D. Nev. Case No. 10-26707) on Sept. 1, 2010.  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nev., represents the Debtor as counsel.  In its schedules,
the Debtor disclosed $10,815,564 in assets and $8,592,879 in
liabilities as of the Petition Date.


RIVIERA HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service changed Riviera Holdings Corporation's
rating outlook to negative from stable following the company's
announcement that it has entered into an agreement to sell the
Riviera Black Hawk casino -- one of Riviera's two owned casinos --
to Monarch Casino & Resort, Inc. for $76 million. The company's B3
Corporate Family Rating and other ratings were affirmed.

The transaction is expected to be completed in the second quarter
of 2012 and is subject to various closing conditions, including
Monarch obtaining a gaming license in Colorado.

Ratings affirmed and LGD assessments revised:

Corporate Family Rating at B3

Probability of Default Rating at B3

First Lien Series A $10 million revolver due 4/2016 at B2 (LGD 3,
35% from LGD 3, 36%)

First Lien Series A $50 million term loan due 4/2016 at B2 (LGD 3,
35% from LGD 3, 36%)

Second Lien Series B $20 million term loan due 4/2016 at Caa2 (LGD
5, 85% from LGD 5, 86%)

RATINGS RATIONALE

The change in the rating outlook to negative reflects the risk
that if this transaction closes, Riviera will be reliant upon one
remaining property -- the Riviera Hotel and Casino, located on the
Las Vegas Strip -- that generated negative EBITDA for the 12
months ended June 30, 2011. Additionally, this property is located
in a market that still faces a number of headwinds. Moody's
believes the recovery of the Las Vegas Riviera will be slow due to
the anemic pace of economic growth in the U.S. and Moody's
expectation that gaming budgets will not increase materially in
the near-term.

While Riviera will benefit from the cash flow of the Riviera Black
Hawk for the next 9 months until the transaction closes, the Las
Vegas Riviera alone is not likely to generate sufficient cash flow
to cover its interest expense and capital expenditure needs.
However, the sale of the Riviera Black Hawk could result in
improved near-term liquidity for Riviera because per the terms of
Riviera's credit agreement, the company is only required to repay
its bank debt in an amount that will bring it into compliance with
its leverage and interest coverage financial covenants on a pro
forma basis. Depending on the amount of debt Riviera elects to
repay, the company could have as much as $50 million of cash
following the close of the transaction. Under the terms of the
credit agreement, $15 million of Series B term loan proceeds is
restricted for capital expenditure projects at the Las Vegas
Riviera.

The affirmation of the B3 Corporate Family Rating reflects
Riviera's good liquidity which benefits from the cash flow
generation of the Black Hawk property at least until the second
quarter of 2012 when the transaction is expected to close, and
longer if the transaction does not close. The B3 rating also
reflects that if the transaction closes, Riviera will be in a
position to pay down the entirety of its bank debt.

Ratings would likely be downgraded if the Black Hawk transaction
were to close and Riviera did not pay down its bank debt in its
entirety. Even if the transaction were to not close, ratings could
be downgraded if the operating performance at the Las Vegas
Riviera does not improve and the company's liquidity position
deteriorates.

Given the negative outlook, ratings are not expected to be raised
in the near-term. A stable outlook would require that the Black
Hawk transaction does not close and operating performance at the
Las Vegas Riviera improves. Moody's would also need some comfort
that Riviera would not look for another opportunity to sell the
Black Hawk property.

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

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino in Las Vegas and the Riviera Black Hawk casino in
Colorado. The company generates approximately $120 million in net
revenues annually.


ROAM DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Roam Development Group, L.P.
        630 Trade Center Drive
        Las Vegas, NV 89119

Bankruptcy Case No.: 11-25703

Chapter 11 Petition Date: October 3, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Thomas H. Fell, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Pky 9th Flr
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666
                  E-mail: tfell@gordonsilver.com

Estimated Assets: $500,001 to $1,000,000

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-25703.pdf

The petition was signed by Tanya Amid, manager of Rodev G.P., as
general partner.


SAGAMORE PARTNERS: In Chapter 11 to Address Dispute With Servicer
-----------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Sagamore Partners Ltd., the Florida owner of Miami
Beach?s boutique Sagamore Hotel filed for Chapter 11 bankruptcy on
Thursday in Miami.

According to DBR, Sagamore Partners said in an e-mailed statement
that while its hotel is ?profitable,? it filed for Chapter 11 in a
bid to address difficulties with LNR Property, the special
servicer of its mortgage.

Special servicers are appointed to manage a loan when the borrower
defaults.

?The Sagamore has never been a troubled property,? the statement
read, according to DBR.  ?The owner?s goal is to reinstate the
property?s mortgage, apply $3.5 million currently being held by
our lender?s servicing agent, as well as approving several new
revenue-generating initiatives at the property, all of which have
been denied without explanation by the servicing agent.?

DBR relates that in April 2010, the Sun Sentinel reported on the
hotel?s legal battle with special servicer LNR Property over its
$30 million-plus mortgage.  The special servicer had taken over
managing the loan upon Sagamore?s default and sought to foreclose
on the 93-room hotel; Sagamore fired back with its own lawsuit to
stop the foreclosure, saying it had the money to keep up with its
obligations.  The bankruptcy filing automatically halts pending
litigation.

Sagamore Partners said it believes LNR is still the special
servicer on the mortgage.

According to DBR, owner Martin Taplin said the hotel will continue
operating in Chapter 11.  He said the hotel is ready to carry out
agreements with ?highly respected food and beverage organizations?
that would generate substantial revenues, but he said the special
servicer has ?constantly denied? the agreements.

DBR also relates that while LNR Property doesn?t comment on the
specifics of any case in litigation, it said in an e-mailed
statement that, ?Generally speaking, LNR Partners serves as the
agent of a securitization trust when a borrower is unable to live
up to the terms of its loan, including its scheduled payments,?
said David Levin, vice chairman of investor relations for LNR
Property. ?Our obligation is to protect the interests of the
bondholders of the trust which include public and private pension
funds, individuals and institutional investors.?

The Sagamore Hotel has hosted the Playboy Super Bowl party and
celebrities like Kate Moss, the report adds.


SCOTTO RESTAURANT: Court Sets Oct. 12 Final Hearing on Cash Use
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina has authorized Scotto Restaurant Group, LLC, on an
interim basis, to use cash collateral to pay the expense items in
accordance with a budget.

Any lender with a valid perfected lien on cash collateral is
granted a replacement lien (the "Post-Petition Liens") on the
Debtor's assets, to the same extent and priority as existed with
the pre-petition collateral.

A final hearing on the Debtor's motion for authorization to use
cash collateral will be held on Oct. 12, 2011, at 9:30 a.m.

A copy of the 2-week estimated budget is available for free at:

         http://bankrupt.com/misc/scotto.2-weekbudget.pdf

                     About Scotto Restaurant

Denver, North Carolina-based Scotto Restaurant Group, LLC, fka
Scotto Holdings, LLC, operates 7 Firehouse Subs franchise
locations and has approximately 100 employees.

Three creditors placed Scotto Restaurant Group, LLC, fka Scotto
Holdings LLC, in bankruptcy by filing an involuntary Chapter 11
petition (Bankr. W.D.N.C. Case No. 11-40506) on Aug. 11, 2011.
The petitioning creditors are Lester B. High, William Holmes and
Donald L. Myers.  They allege to be owed $1.85 million in the
aggregate on account of unsecured promissory notes.  The
petitioning creditors are represented by Kiah T. Ford, IV, Esq.,
at Parker, Poe, Adams & Bernstein LLP, as counsel.  Judge George
R. Hodges oversees the case.

James H. Henderson, Esq., at The Henderson Law Firm, in Charlotte,
N.C., represents the Debtor as counsel.


SEAHAWK DRILLING: Court Confirms First Amended Joint Plan
---------------------------------------------------------
On Sept. 28, 2011, the U.S. Bankruptcy Court for the Southern
District of Texas entered an order confirming Seahawk Drilling,
Inc., and its subsidiaries' First Amended Joint Plan of
Reorganization, filed July 6, 2011, as further modified and
supplemented through Sept. 27, 2011.

A copy of the Final Plan, as confirmed, is available for free at:

                       http://is.gd/ej4rHv

A copy of the Confirmation Order is available for free at:

                       http://is.gd/4helXo

The Final Plan provides for the resolution of outstanding claims
and interests in the Debtors.  As provided in the Final Plan, with
the exception of the payment of the DIP Loan, no distribution of
the approximately 22.3 million shares of common stock of Hercules
Offshore, Inc., which was received as part of the consideration
for the sale of substantially all of the Debtors' drilling and
other related assets will be made to holders of Allowed Claims or
to holders of Allowed Class 8 Interests until after the Initial
Distribution Date.  The Initial Distribution Date is generally
defined in the Final Plan to mean the date that is the later to
occur of (i) the termination of Pride International, Inc.'s
obligations to provide further credit support to the Debtors and
the expiration of currently outstanding letters of credit arranged
by Pride in favor of affiliates of the Debtors, (ii) the effective
date of an agreement settling all disputed claims among Pride and
the Debtors, or (iii) 20 days following the entry of an order by
the Bankruptcy Court resolving the disputed claims among Pride and
the Debtors.  In addition, no distributions will be made to any
holder of Allowed Class 8 Interests until after all allowed claims
against the Debtors have been paid in full or reserved in full in
accordance with the terms of the Final Plan.

As provided in the Final Plan, allowed administrative claims,
priority tax claims and secured tax claims will be paid in cash
from the Liquidating Trust.  The allowed administrative claim of
Hayman Capital Master Fund, L.P. will be paid in Hercules Common
Stock or cash in accordance with the terms of the Debtor-In-
Possession Loan, Security and Guaranty Agreement dated as of April
27, 2011, among the Company, as Borrower, the other Debtors, as
guarantors and Hayman, as lender.  The allowed (i) other secured
claims, (ii) priority non-tax claims, (iii) allowed general
unsecured claims, (iv) litigation and other contingent unsecured
claims, (v) disputed Pride International, Inc. claims and (vi)
subordinated claims will be paid in Hercules Common Stock in
accordance with the terms of the Final Plan.  The remaining
Hercules Common Stock and cash, if any, will be distributed to the
holders of allowed interests on a pro rata basis, as provided in
the Final Plan.

On the effective date of the Final Plan, all interests in the
Company consisting of outstanding shares of common stock of the
Company will be canceled and any certificated or electronic shares
representing such shares will become null, void and of no force or
effect.  In accordance with the terms of the Final Plan, on the
Effective Date, the Company will issue 100 new shares of common
stock to the Liquidating Trust to be held in accordance with the
terms of the Final Plan, at which time the Liquidating Trust will
be the sole stockholder of the Company.  On the Effective Date,
the trustee of the Liquidating Trust will be appointed the sole
officer and director of the Company.

The Company anticipates that the Effective Date will be on or
around Oct. 4, 2011.  The Effective Date will be designated on the
Notice of Effective Date filed in accordance with the Final Plan.
The Notice of Effective Date to be filed by the Debtors will (i)
state that all conditions to the occurrence of the Effective Date
have been satisfied or waived with the consent of the official
committees appointed pursuant to the Bankruptcy Code in the
Bankruptcy Case, (ii) specify the Effective Date and (iii) set
forth the name, address, email address and telephone number of the
Liquidating Trustee.

On the Effective Date, the Debtors will deliver all of the
Liquidating Trust Assets to the Liquidating Trust for the
beneficial interest of holders of allowed claims and interests
under the Final Plan.  Additionally, on the Effective Date, the
Hercules Common Stock will continue to be held pursuant to an
escrow agreement on behalf of the Debtors for later distribution
to holders of allowed claims and interests under the Final Plan.
Thereafter, (i) the Liquidating Trustee will make all
distributions of cash to the holders of allowed claims and
interests, as applicable, in accordance with the provisions of
this Final Plan and the Liquidating Trust Agreement and (ii) the
escrow agent, on behalf of the Debtors, will make all
distributions of Hercules Common Stock to the holders of allowed
claims and interests, as applicable, in accordance with the
provisions of the Final Plan.

As of the close of business on the Effective Date, the Interests
Register will be prepared.  The Company's transfer agent charged
with maintaining the record of registered holders of equity
interests in the Company will, in conjunction with the
cancellation of the outstanding equity interests of the Company,
prepare a list of all such holders, and the number of shares held
as of the Effective Date, and will forward that list to the Plan
Agent for inclusion in the Interests Register.  The listing of
such former registered holders of equity interests in the Company,
including former holders of the Company's common stock who held
equity interests in their own name, will represent only the right
of such holder to receive distributions in accordance with the
Final Plan on account of the canceled equity interests.  The
former holders of the Company's common stock who held equity
interests in their own name may transfer those rights by notifying
the Plan Agent of such transfer.

On the Effective Date, The Depository Trust Company (?DTC?), in
conjunction with the cancellation of the equity interests of the
Company, will prepare a list of all holders of such interests
shown on the records of DTC as of the Effective Date, forward that
list to the Plan Agent for inclusion in the Interests Register and
establish an ?escrow CUSIP? number or numbers representing the
shares held by the former holders of Interests which escrow CUSIP
number(s) will represent only the right of such holder to receive
distributions on account of the canceled Interests (an ?Escrow
CUSIP Interest?).  The holders of rights in the Escrow CUSIP
Interests, including former beneficial owners of the Company's
common stock, may transfer those rights.

As of September 29, 2011, the Company had 12,582,455 shares of
common stock issued and outstanding.  No shares are reserved for
future issuance in respect of claims and interests filed and
allowed under the Final Plan.

                      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.


SEQUOIA VILLAGE: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sequoia Village, LLC
        7000 Monument Drive
        Grants Pass, OR 97526

Bankruptcy Case No.: 11-64880

Chapter 11 Petition Date: October 3, 2011

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R Alley III

Debtor's Counsel: Christopher L. Parnell, Esq.
                  DUNN CARNEY ALLEN HIGGINS & TONGUE LLP
                  851 SW 6th Ave
                  Portland, OR 97204
                  Tel: (503) 224-6440
                  E-mail: cparnell@dunncarney.com

Scheduled Assets: $3,561,529

Scheduled Debts: $10,007,110

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/orb11-64880.pdf

The petition was signed by Daniel Charbonneau, president of
Carling of America, Ltd., member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Sequoia Partners, LLC                  10-67547   12/29/10


SITHE/INDEPENDENCE: Moody's Withdraws B2 Rating & Stable Outlook
----------------------------------------------------------------
Moody's Investors Service has withdrawn the B2 rating and stable
outlook for Sithe/Independence Funding Corporation.

RATINGS RATIONALE

The withdrawals follow a cash tender offer by Dynegy Inc., Sithe
Funding's ultimate parent, for Sithe Funding's 9% secured bonds
due 2013, and the subsequent repayment of approximately $191.1
million, or 99.7% of the bonds outstanding at the time of the
offer. The repayment was completed as of September 26, 2011.
Interest and principal due on the remaining $582,179 of bonds
outstanding will be repaid with funds currently on deposit with
the bond trustee.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.

Sithe Funding is a wholly owned subsidiary of Sithe/Independence
Power Partners, L.P. (Independence or the Project), which is a
1,064 MW natural gas fired cogeneration facility located in Oswego
County, New York. Independence is indirectly owned by Dynegy
Holdings, LLC (Caa3 CFR, negative).


SOLYNDRA LLC: Watchdog Wants Trustee or Chapter 7 Conversion
------------------------------------------------------------
Roberta DeAngelis, the U.S. Trustee for Region 3, has asked the
Bankruptcy Court to replace management of Solyndra LLC with a
Chapter 11 trustee or, in the alternative, convert the case into a
Chapter 7 liquidation.

Steve Korris at Legal Newsline reports that the U.S. Trustee
proposed to take over management of Solyndra if its leaders keep
pleading Fifth Amendment privilege against self incrimination.

"Management's invocation of the First Amendment does not excuse
them from performing their fundamental disclosure and reporting
duties under the bankruptcy code," staff trial attorney Jane
Leamy, Esq., wrote for Ms. DeAngelis, according to the report.  "A
debtor in possession has a duty to inform creditors, the United
States, and the court about its finances and the circumstances
leading to its bankruptcy," Ms. Leamy wrote.

The report says the motion throws a wrench into an auction
Solyndra plans to hold on Oct. 28.

Mr. Korris says Messrs. Harrison and Stover refused to answer
questions on Sept. 23, at a Congressional committee hearing on a
$535 million loan the Department of Energy guaranteed.

The report also relates Ms. Leamy wrote that the executives have
also refused to answer a number of other questions, including
whether they submitted accurate information to investors,
creditors and others.  According to Ms. Leamy, they refused to
answer when they realized Solyndra wasn't profitable.

Messrs. Harrison and Stover also refused to answer whether the
board discussed its unprofitability and whether they paid
management bonuses after they realized their poor financial
condition, Ms. Leamy alleges.  She also states that they refused
to answer whether they have a plan to repay the loan they obtained
from the government, notes the report.

The report adds Solyndra counsel Benjamin Schwartz refused to
answer similar questions at an initial bankruptcy interview on
Sept. 15, 2011.

                        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.


SPECIALTY PRODUCTS: Judge Won't Review Discovery Denial
-------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Tuesday refused to reconsider her decision
preventing Specialty Products Holding Corp. from obtaining
discovery from asbestos claims trusts, saying the data the
bankrupt chemical products company was seeking was irrelevant to
its liability calculations.

Law360 relates that Specialty Products had argued that information
about how much the asbestos trusts had given their claimants was a
vital gauge in its expert's methodology in calculating the
debtor's own liability.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.


STRATEGIC AMERICAN: C.W. Navigation Discloses 17.9% Equity Stake
----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, C.W. Navigation, Inc., disclosed that it beneficially
owns 48,366,667 shares of common stock of Strategic American Oil
Corporation representing 17.97% of the shares outstanding based on
269,208,736 shares of the Company's common stock issued and
outstanding as of Sept. 26, 2011.  A full-text copy of the filing
is available for free at http://is.gd/GNk5LA

In a separate Schedule 13D filing, K.W. Navigation, Inc.,
disclosed that it beneficially owns 48,366,666 shares of common
stock or 17.97% equity stake.  A full-text copy of the filing is
available for free at http://is.gd/udiib2

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

The Company's balance sheet at April 30, 2011, showed $17.51
million in total assets, $11.69 million in total liabilities and
$5.82 million in total stockholders' equity.

                           Going Concern

As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Strategic
American Oil's ability to continue as a going concern following
the Company's results for the fiscal year ended July 31, 2010.
The independent auditors noted that the Company has suffered
losses from operations and has a working capital deficit.

In the Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011.  The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.


SUPERIOR PROPERTY: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Superior Property of 10621 Sepulveda, LLC, filed with the U.S.
Bankruptcy Court for the Central District of California its
schedules of assets and liabilities, disclosing:

    Name of Schedule               Assets        Liabilities
    ----------------             ----------      -----------
A. Real Property                $8,000,000
B. Personal Property              $223,450
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $10,843,005
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                          $385,909
                                 ----------      -----------
       TOTAL                     $8,223,450      $11,228,914

                      About Superior Property

Based in Mission Hills, California, Superior Property of 10621
Sepulveda, LLC, filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 11-20305) on Aug. 29, 2011.  Judge Alan M. Ahart
presides over the case.  Michael S. Kogan, Esq., and Faye Rasch,
Esq., at Ervin, Cohen & Jessup LLP, serves as counsel to the
Debtor.


TELESAT CANADA: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service changed Telesat Canada's outlook to
developing from stable on expectations that the company is
investigating a dividend recapitalization transaction and that it
will be completed within a short time. At the same time, the
company's B2 corporate family and probability of default ratings
(CFR and PDR respectively) were affirmed as were all instrument
ratings (see ratings listing below). Despite the pending October
31, 2012 maturity of the company's liquidity facility, Telesat's
speculative grade liquidity rating remains unchanged at SGL-3
(adequate).

During the third quarter of 2010, Telesat's board authorized
management to explore an IPO and other strategic alternatives.
Despite recent regulatory changes that exempt satellite companies
from certain foreign ownership restrictions under both of Canada's
Telecommunications Act and Radiocommunications Act, an acceptable
transaction did not present itself. However, since the company's
revolving credit facility matures in October of 2012 and since
Moody's believes that a refinance or extension is impracticable
without ownership commitment to both the business and a given
capital structure, Moody's thinks that the advancing maturity date
will mandate that a conclusion be reached one way or the other.
Since recent management comments suggest that a recapitalization
accompanied by a special dividend is now the most likely outcome,
and given expectations of a near term resolution, Moody's has
revised the outlook to developing.

Despite the advancing maturity date of the company's revolving
credit facility, Telesat has adequate liquidity arrangements.
Moody's expects modest free cash flow over the next four quarters,
there was $142 million of cash on the balance sheet at June 30 and
there are no outstandings under the company's revolving credit
facility, and Moody's does not anticipate financial covenant
compliance difficulties. However, for a company in a capital
intensive business with significant satellite launches over the
next couple of years, the liquidity cushion is somewhat thin. The
outlook action signals Moody's view that an outcome will be
presented within the next couple of quarters.

These outlines Moody's ratings and outlook actions and summarizes
Telesat's current ratings:

Issuer: Telesat Canada

Outlook Actions:

   -- Outlook: Changed to Developing from Stable

Ratings Actions

   -- Corporate Family Rating: Affirmed at B2

   -- Probability of Default Rating: Affirmed at B2

   -- Speculative Grade Liquidity Rating: Unchanged at SGL-3

   -- Senior Secured Credit Facility: Affirmed at B1 with the loss
      given default assessment revised to LGD3, 32% from LGD3, 33%

   -- Senior Unsecured Regular Bond/Debenture: Affirmed at Caa1
      (LGD5, 83%)

   -- Senior Subordinated Bond/Debenture: Affirmed at Caa1 (LGD6,
      94%)

RATINGS RATIONALE

Telesat's B2 ratings are influenced primarily by two issues; a)
event risk stemming from an ongoing strategic alternatives
assessment that may result in a significant increase in debt; and
b) the potential for significant estimation error given the lack
of a clearly articulated plan for self-financing the company's
expanding satellite fleet. Despite ongoing financial performance
that generates signals from Moody's Communications Infrastructure
rating methodology that are superior to the company's B2 ratings,
these matters constrain the rating. For example, although smaller
than industry leaders Intelsat and SES (each has in excess of 50
satellites and revenue of +/- $2.5 billion), Telesat has
reasonable scale (12 satellites and +/- $820 million annual
revenues) and a solid business model. As well, industry-wide
growth prospects based on growing broadband demand are reasonable
and Telesat's financial profile has improved significantly in
recent periods given cash flow from new satellites and the
appreciation of the C$ vs. the U.S.$ (Debt/EBITDA at June 30 was
5.1x after having been 8.5x at the end of 2009). Telesat has
adequate liquidity, although the October 2012 maturity of its
revolving credit facility suggests that a refinance is pending.
Since it is difficult to conclude refinance activities until
strategic matters are resolved, this brings us full circle to
ongoing strategic alternatives initiatives -- Moody's anticipates
a conclusion shortly -- this causes the developing outlook.

Rating Outlook

Telesat's board originally authorized management to explore an IPO
and other strategic alternatives during the third quarter of 2010.
The Developing outlook signals Moody's view that an outcome will
be presented within the next couple of quarters.

What Could Change the Rating - Up

Until the company's ongoing strategic reassessment is concluded, a
ratings upgrade is not expected.

What Could Change the Rating - Down

The outcome of the company's strategic reassessment may cause the
facts to change and a downgrade may result. Unexpected liquidity
issues could also result in adverse ratings activity.

The principal methodology used in rating Telesat Canada was the
Global Communications Infrastructure Rating Methodology Industry
Methodology published in June 2011 and Probability of Default
Ratings and Loss Given Default Assessments Industry Methodology
published in June 2009.

Corporate Profile

Headquartered in Ottawa, Ontario, Canada, (Telesat) is the world's
fourth largest provider of fixed satellite services (FSS). The
company's twelve in-orbit satellites are concentrated in the
Americas. Telesat has interests in an additional two under-
construction satellites, has interests in the Canadian payload on
Viasat-1 (which is also under construction), and manages
operations of additional satellites for third parties.

Telesat is an indirect, wholly-owned subsidiary of Telesat
Holdings Inc. (Telesat Holdings); principal shareholders are
Canada's Public Sector Pension Investment Board and Loral Space &
Communications Inc. (NASDAQ: LORL). Other than its ownership
interest in Telesat, Telesat Holdings has no other material assets
or operations, and since Telesat Holdings guarantees Telesat
Canada's rated debts, Moody's relies on Telesat Holdings financial
statements in rating Telesat Canada.


TELTRONICS INC: To Sell Off Assets Under Exit Plan
--------------------------------------------------
Tampa Bay Bankruptcy Center reports that Teltronics Inc. has filed
a Chapter 11 bankruptcy exit plan that includes selling off its
assets.

According to the report, little has been revealed in the form of
details about the potential sale in the plan filed on Sept. 30,
2011, in U.S. Bankruptcy Court in Tampa, Florida.  There is no
information on possible buyers, an opening bid price and the
status of its marketing efforts so far.  The date of the close of
the sale, however, is known and expected to be before Dec. 6, 2011
-- the date Teltronics is due to repay the $3 million loan it took
from Wells Fargo & Co. to continue operations throughout its
bankruptcy.

The report, citing papers filed with the Court, says that the
estimated liability of the company topped $19.8 million while its
assets come up to a comparably smaller $9.1 million.  A summary of
the bankruptcy plan, if it is approved by the bankruptcy court,
will be sent to each of the company's creditors.  But the plan did
not estimate how much money other creditors could receive after
the profits company makes from the sale.

                      About Teltronics Inc.

Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT)
-- http://ww.teltronics.com/-- designs, installs, develops,
manufactures and markets electronic hardware and application
software products, and engages in electronic manufacturing
services primarily in the telecommunication industry.  Teltronics
has three wholly owned subsidiaries, Teltronics Limited, 36371
Yukon Inc., and TTG Acquisition Corp.

Teltronics filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 11-12150) on June 27, 2011.  Judge K. Rodney May presides over
the case.  Charles A. Postler, Esq., at Stichter, Riedel, Blain &
Prosser, serves as the Debtor's counsel.  The petition was signed
by Ewen R. Cameron, president.

The U.S. trustee has appointed an official committee of unsecured
creditors in the case.

Wells Fargo Capital Finance Inc., as DIP Lender, is represented by
Donald Kirk, Esq., at Fowler White Boggs P.A., and Pamela Kohlman,
Esq., at Webster, Buchalter Nemer, P.C.


TEMPLE OF PRAYER: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Temple of Prayer Christian Fellowship
        1377 Bar Harbor Drive
        Dallas, TX 75232

Bankruptcy Case No.: 11-36331

Chapter 11 Petition Date: October 3, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Daniel C. Durand, III, Esq.
                  DURAND AND ASSOCIATES
                  522 Edmonds Lane, Suite 101
                  Lewisville, TX 75067
                  Tel: (972) 221-5655
                  E-mail: durand@durandlaw.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
TXU Energy                Utility                $2,300

The petition was signed by Porter Perry, pastor.


TIRES UNLIMITED: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Dayton (Ohio) Daily News reports that Tires Unlimited Inc. sought
Chapter 11 protection in U.S. Bankruptcy Court on Sept. 30, 2011.

According to the company's petition, Tires Unlimited estimated its
assets at less than $50,000 and liabilities at between $1 million
and $10 million.  The 20 largest unsecured claims against Tires
Unlimited total about $1.76 million.

The report, citing records from Montgomery County Common Pleas
Court, says First Financial Bank recently won a judgment of nearly
$1.25 million against Tires Unlimited.

Ira H. Thomsen, Esq., is the company's bankruptcy attorney.

Tires Unlimited Inc. -- http://www.tiresunlimited.com/-- sells
Motorcycle tires, ATV tires, specialty tires, and tubes.


TIRES UNLIMITED: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tires Unlimited, Inc.
        4742 Wadsworth Road
        Dayton, OH 45414

Bankruptcy Case No.: 11-35315

Chapter 11 Petition Date: September 30, 2011

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Guy R. Humphrey

Debtor's Counsel: Ira H Thomsen, Esq.
                  LAW OFFICE OF IRA H. THOMSEN
                  140 North Main St., Suite A
                  P.O. Box 639
                  Springboro, OH 45066
                  Tel: (937) 748-5001
                  Fax: (937) 748-5003
                  E-mail: cornell76@aol.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohsb11-35315.pdf

The petition was signed by Rodney M. Gasvoda, president.


TITAN SPECIALTIES: S&P Raises Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Milford, Texas-based Titan Specialties Ltd. to 'B' from
'B-', and removed the ratings from CreditWatch with positive
implications, where S&P had placed them on Aug. 12, 2011.

"We subsequently withdrew the corporate credit and issue-level
ratings on Titan, reflecting the repayment of Titan's $160 million
first-lien credit facility and $45 million second-lien bank loan
following its acquisition by Hunting PLC," S&P related.

"The rating actions follow the announcement that London-based
Hunting PLC has acquired TSI Acquisition Holdings LLC and its
subsidiaries, including Titan Specialties Ltd., in a transaction
valued at approximately $775 million," said Standard & Poor's
credit analyst Stephen Scovotti.

Titan's upgrade reflects its acquisition and integration into
Hunting PLC, which, based on publicly available information, we
assess would have a stronger credit profile than Titan had prior
to its acquisition.

Hunting (not rated) is an international oilfield service and
equipment company that is listed on the London Stock Exchange.
Hunting has principal operations in the U.K., Canada, China, Hong
Kong, Indonesia, Mexico, Netherlands, Singapore, United Arab
Emirates, and the U.S. Hunting's well construction and well
completion businesses focus on high specification downhole tools
and equipment. Titan's perforating gun systems, charges, switches
and instrumentation will be complementary to Hunting's tools and
equipment.

"Following the upgrade and repayment of Titan's rated debt, we
withdrew the corporate credit rating on Titan," S&P said.


TOUSA INC: Can Access Prepetition Lenders' Cash Until Jan. 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
authorized TOUSA, Inc., and its debtor-affiliates, to access, on
an interim basis, the cash collateral of their prepetition first
and second lien lenders through Jan. 31, 2012, pursuant to a
budget for the period beginning Oct. 1, 2011, through Jan. 31,
2012.

The authorization to use cash collateral pursuant to this tenth
interim order, will terminate upon the earlier of (i) Jan. 31,
2012; and (ii) absent further order of the Court, the date that is
3 business days after the Revolver Agent delivers written notice
to the Debtors and the Creditors' Committee of the occurrence of a
Cash Collateral Termination Event.

A final hearing on the motion to use cash collateral will be held
on Oct. 27, 2011, at 9:30 a.m.  Parties in interest objecting to
the entry of the Final Order will file written objects with the
Court no later than 5:00 p.m. (EDT) on Oct. 21, 2011.

A copy of the tenth interim cash collateral order is available for
free at http://bankrupt.com/misc/tousainc.dktno.8314.pdf

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said that it no longer intends to pursue approval of its
liquidation plan because of the pending appeal of its fraudulent
transfer case in the U.S. Court of Appeals for the Eleventh
Circuit.  A district court in February 2011 held that the
bankruptcy judge was wrong in ruling that lenders who were paid
off received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture.  Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, N.Y., represent
the creditors committee.


TOWNSEND CORP: Hires McQueen & Ashman as Special Counsel
--------------------------------------------------------
Townsend Corporation, doing business as Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., doing business as Land Rover Jaguar
Cerritos, seek authority from the United States Bankruptcy Court
for the Central District of California to employ McQueen & Ashman
LLP as their special corporate and litigation counsel.

M&A and its attorneys have served as general outside counsel to
the Debtors since their inceptions and to the previous Land Rover
dealerships owned by the Debtors' principals.  As special counsel
to the Debtors, M&A will:

   -- continue to represent them in ongoing and recently filed
      litigation brought by consumers;

   -- continue to represent them in negotiations with potential
      purchasers of their dealerships;

   -- document any potential sale of their dealerships;

   -- continue to advise and represent them in connection with
      any employee issues that may arise;

   -- represent them in any adversary proceedings; and

   -- assist them and their general bankruptcy counsel in the
      formulation of a plan of reorganization and preparation of
      disclosure statement.

M&A will be paid according to its standard hourly billing rates
and will be reimbursed of its necessary expenses.  The Debtors
expect that Phillip Ashman, Esq., and Brian A. Kumamoto, Esq.,
will be the primary attorneys responsible for the representation
of the Debtors.  M&A's current hourly rates are:

         Partners                   Rate
         --------                   ----
         James A. McQueen           $400
         Phillip Ashman             $395
         Brian A. Kumamoto          $375

         Of Counsel
         ----------
         Sherry Bilbeisi            $350
         Gary A. Foltz              $325

         Paralegal
         ---------
         Bob Hackney                $195
         Mailei Bennett             $150

Mr. Ashman assures the Court that M&A is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                  About Townsend Corp. and LRJC

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  Judge Robert N. Kwan presides over
the cases.  Martin J. Brill, Esq., and Todd M. Arnold, Esq. --
mjb@lnbyb.com and tma@nbyb.com -- at Levene, Neale, Bender, Yoo &
Brill LLP, in Los Angeles, represent the Debtors.   Each of the
Debtors estimated $10 million to $50 million in both assets and
debts.  The petitions were signed by Ernest W. Townsend, IV, the
president.


TOWNSEND CORP: Taps Levene Neale as Bankruptcy Counsel
------------------------------------------------------
Townsend Corporation, doing business as Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., doing business as Land Rover Jaguar
Cerritos, seek permission from the United States Bankruptcy Court
for the Central District of California to employ Levene, Neale,
Bender, Yoo & Brill L.L.P. as their bankruptcy counsel, nunc pro
tunc to Petition Date.

As counsel, LNBYB will:

   -- advise the Debtors with regard to the requirements of the
      Court, Bankruptcy Code, Bankruptcy Rules, and the Office of
      the United States Trustee as they pertain to the Debtors;

   -- advise the Debtors with regard to certain rights and
      remedies of their bankruptcy estates and the rights, claims
      and interests of creditors;

   -- represent the Debtors in any proceeding or hearing
      involving their estates unless the Debtors are represented
      in the proceeding or hearing by other special counsel;

   -- conduct examinations of witnesses, claimants or adverse
      parties and represent the Debtors in adversary proceedings;

   -- prepare and assist the Debtors in the preparation of
      reports, applications, pleadings and orders;

   -- represent the Debtors with regard to obtaining use of
      debtor in possession financing and cash collateral; and

   -- assist the Debtors in the negotiation, formulation,
      preparation and confirmation of plans of reorganization and
      the preparation and approval of disclosure statements in
      respect of the plans.

The Debtors will pay LNBYB for its representation of them in
accordance with the Firm's standard hourly billing rates.  The
Debtors will also reimburse LNBYB of its necessary expenses.  The
Debtors expect that Martin J. Brill, Esq., and Todd M. Arnold,
Esq., will be the primary attorneys at LNBYB responsible for the
Debtors' cases.  The Firm's 2011 hourly billing rates are:

         Attorneys                Rate
         ---------                ----
         David W. Levene          $595
         David L. Neale           $595
         Ron Bender               $595
         Martin J. Brill          $595
         Timothy J. Yoo           $595
         Edward M. Wolkowitz      $595
         David B. Golubchik       $575
         Monica Y. Kim            $550
         Beth Ann R. Young        $550
         Daniel H. Reiss          $550
         Irving M. Gross          $550
         Philip A. Gasteier       $550
         Jacqueline L. James      $495
         Juliet Y. Oh             $495
         Michelle S. Grimberg     $495
         Todd M. Arnold           $495
         Todd A. Frealy           $495
         Anthony A. Friedman      $435
         Carmela T. Pagay         $435
         Krikor J. Meshefejian    $375
         John-Patrick M. Fritz    $375
         Gwendolen D. Long        $345
         Lindsey L. Smith         $275
         Paraprofessionals        $195

During the one-year period prior to its Chapter 11 filing, LRJAH
paid an initial retainer of $20,000 subsequently followed by each
Debtor providing an additional retainer of $50,000 to LNBYB for
legal services in contemplation of and in connection with the
Debtors' cases, inclusive of the Debtors' two $1,039 Chapter 11
bankruptcy filing fees, Ernest W. Townsend IV, the Debtors'
president, disclosed.  He notes that the $98,480 Retainer balance
as of the Petition Date will remain on deposit in LNBYB's general
account.

Martin J. Brill, a partner at LNBYB, assures the Court that his
Firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                  About Townsend Corp. and LRJC

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  Judge Robert N. Kwan presides over
the cases.  Each of the Debtors estimated $10 million to $50
million in both assets and debts.  The petitions were signed by
Ernest W. Townsend, IV, the president.


TOWNSENDS INC: Chapter 11 Switched on Consent to Chapter 7
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Townsends Inc. was granted its wish when the
bankruptcy judge in Delaware signed an order on Oct. 4 converting
the Chapter 11 case to a liquidation in Chapter 7 where a trustee
will be appointed automatically.

The conversion is to take effect Oct. 13, according to the report.

Mr. Rochelle recounts that the asset sale was completed in
February for $76.4 million, not leaving enough behind to warrant
even an attempt at confirming a liquidating Chapter 11 plan, the
company said.

                      About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Specialty Foods -- and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-14092) on
Dec. 19, 2010.  As of Dec. 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.  No trustee or
examiner has been appointed in the Debtors' bankruptcy cases.

The Debtors sold virtually all of their assets in two asset sale
transactions which closed on Feb. 25, 2011.  The purchasers were
Omtron, Ltd., and Peco Foods, Inc.


TRI-STATE SIGNAL: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Boston Business Journal reports that Tri-State Signal Inc. filed
on Oct. 3, 2011, for protection under Chapter 11 of the Bankruptcy
Code.

According to the report, the Company listed assets in the range of
$1 million to $10 million and debts in the same range.  Creditor
Middlesex Savings Bank moved Oct. 4, 2011, to protect assets,
stating in a motion: "Tri-State's obligations to the bank,
exclusive of legal fees, costs of collection and other fees,
charges and expenses, currently exceed $2,200,285."

The motion continues: "The Debtor's accounts receivable are its
only real asset, as it has ceased operations and sold most if not
all of its vehicles and equipment."

Tri-State is represented in the Chapter 11 proceedings by attorney
Nina M. Parker, Esq., of Winchester, Massachusetts.  Middlesex
Savings is represented by attorney Richard A. Seils Jr., Esq., of
Worcester.

Based in Chelsea, Massachusetts, Tri-State Signal Inc. provides
services include installing and maintaining traffic lights.


TRI-STATE SIGNAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Tri-State Signal, Inc.
        111 Crescent Avenue
        Chelsea, MA 02150

Bankruptcy Case No.: 11-19453

Chapter 11 Petition Date: October 3, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Nina M. Parker, Esq.
                  PARKER & ASSOCIATES
                  10 Converse Place
                  Winchester, MA 01890
                  Tel: (781) 729-0005
                  Fax: (781) 729-0187
                  E-mail: nparker@ninaparker.com

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

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

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

The petition was signed by Robert B. Dawe, Jr., president,
treasurer and director.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Vega Crescent Avenue, LLC              11-19452   10/03/11


TRIBUNE CO: Bar Date Order Excluded D&O Indemnification Claims
--------------------------------------------------------------
Bankruptcy Judge Kevin Carey clarified that the March 25, 2009
Claims Bar Date Order does not require current or former officers
or director who remain employed by Tribune and its affiliates to
file claims for indemnification or contribution arising from or
related to the adversary proceedings commenced by the Official
Committee of Unsecured Creditors or the state law constructive
fraudulent conveyance claims actions by the Bar Date.

Any current or former directors and officers of the Debtors who
cease to be employed by the Debtors will have the longer of 60
days after (i) the last day of employment with the Debtors; and
(ii) in the case that directors and officers of the Debtors have
become disassociated from the Debtors postpetition but prior to
the entry of this order, entry of this order to timely file an
indemnification or contribution claim against the Debtors arising
from or related to the Adversary Proceedings or the SLCFC
Actions, Judge Carey ruled.

Judge Carey further ruled that this order will not affect the
underlying merits of any proof of claim but will only address the
timeliness for filing those claims.

Before entry of the order, counsel to the Creditors' Committee,
Kimberly A. Brown, Esq., at Landis Rath & Cobb LLP, in
Wilmington, Delaware, stated that the Debtors, the Creditors'
Committee and various parties engaged in additional negotiation
regarding the form of order with respect to the joint motion
clarifying the Claims Bar Date.

The Creditors' Committee submitted to the Court on September 30,
2011, a revised proposed order under a certification of counsel
in a manner consistent with the negotiation.  Following further
negotiation regarding the proposed order, the Creditors'
Committee withdrew the certification of counsel and attached
proposed order.

On October 3, 2011, the Creditors' Committee submitted to Judge
Carey a further revised proposed order, which is in a form
acceptable to all parties, according to Ms. Brown.

The revised proposed order provides that any former director or
officer of the Debtors who ceases to be employed by the Debtors
and who does not timely file an indemnification or contribution
claim and who did not previously file a proof of claim will not
be treated as a creditor in these Chapter 11 cases, and thus will
not be permitted to:

  (i) vote on any plan of reorganization or plan of liquidation
      with respect to a claim;

(ii) receive any distribution under any confirmed plan with
      respect to that claim.

Judge Carey signed the revised proposed order on October 3, 2011.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Two competing Chapter 11 plans are being pursued in the Chapter 11
cases of Tribune.  One plan is being co-proposed by the Debtors,
the Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase
Bank, N.A.  A second plan is being pursued by Aurelius Capital
Management LP, on behalf of its managed entities; Deutsche Bank
Trust Company Americas, in its capacity as successor indenture
trustee for certain series of senior notes; Law Debenture Trust
Company of New York, in its capacity as successor indenture
trustee for certain series of senior notes; and Wilmington Trust
Company, in its capacity as successor indenture for the PHONES
Notes.  Judge Kevin J. Carey has not issued a ruling on the plan.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Late D&O Indemnification Claims Deemed Timely Filed
---------------------------------------------------------------
Judge Kevin Carey approved the stipulation treating certain late-
filed indemnification claims of certain former directors and
officers of Tribune Co. as timely-filed.

The bankruptcy judge also approved the uniform procedures for
entry into identical stipulations with the Other Potential D&O
Claimants.

Before entry of the order, counsel to the Official Committee of
Unsecured Creditors, Kimberly A. Brown, Esq., at Landis Rath &
Cobb LLP, in Wilmington, Delaware, told the Court that the
Debtors, the Creditors' Committee and various parties engaged in
additional negotiation regarding the proposed order approving the
joint motion.

On September 30, 2011, the Creditors' Committee filed a revised
proposed order under certification of counsel in a manner
consistent with the negotiation. Following further negotiation
regarding the form of order, the Creditors' Committee withdrew
the certification of counsel and attached proposed order.

The Creditors' Committee filed with the Court on October 3, 2011
a further revised proposed order, which is in a form acceptable
to all parties, Ms. Brown stated.

The revised proposed order provides that any D&O Claimant or
Potential D&O Claimant who did not previously file a proof of
claim and does not timely file an indemnification or contribution
claim in accordance with the procedures set forth in the Joint
Motion or the D&O Stipulation will not be treated as a creditor
in these Chapter 11 cases, and thus will not be permitted to:

  (i) vote on any plan of reorganization or plan of liquidation
      with respect to a claim;

(ii) receive any distribution under any confirmed plan with
      respect to that claim.

Judge Carey signed the revised proposed order on October 3, 2011.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Two competing Chapter 11 plans are being pursued in the Chapter 11
cases of Tribune.  One plan is being co-proposed by the Debtors,
the Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase
Bank, N.A.  A second plan is being pursued by Aurelius Capital
Management LP, on behalf of its managed entities; Deutsche Bank
Trust Company Americas, in its capacity as successor indenture
trustee for certain series of senior notes; Law Debenture Trust
Company of New York, in its capacity as successor indenture
trustee for certain series of senior notes; and Wilmington Trust
Company, in its capacity as successor indenture for the PHONES
Notes.  Judge Kevin J. Carey has not issued a ruling on the plan.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Hearing on Tropicana Trademark on Nov. 22
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware's agenda
continued the hearing with respect to the adversary complaint
captioned Icahn, et al., vs. Tropicana Las Vegas, Inc. and Hotel
Ramada of Nevada, LLC, to November 22 2011, at 10:00 a.m., EST.

Originally filed in August 2010, the Icahn Plaintiffs, under the
Adversary Complaint, sought to enjoin the Tropicana LV Defendants
from asserting in a Nevada state court action that they are the
owners of the "TROPICANA" and "TROP" trademarks and service
marks.  By September 2010, the Defendants sought dismissal of the
Complaint.

A year after the Complaint was filed, the Tropicana LV Defendants
reached a trademark settlement agreement with the OpCo Debtors,
the OpCo-Related Entities, and the Liquidating LandCo Debtors
relating to the ownership of the "TROPICANA" and "TROP"
trademarks.  The Court approved the Trademark Settlement in mid-
September 2011.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UNITED ENERGY: Chief Executive Officer Ronald Wilen Dies
--------------------------------------------------------
Ronald Wilen, the chief executive officer, president and director
of United Energy Corp., passed away on Oct. 1, 2011.

                        About United Energy

United Energy Corp. -- http://www.unitedenergycorp.net/--
develops and distributes environmentally friendly specialty
chemical products with applications in several industries and
markets.

Through its wholly owned subsidiary, Green Globe Industries, Inc.,
the Company provides the U.S. military with a variety of solvents,
paint strippers and cleaners under its trade name "Qualchem."  The
Company is headquartered in Secaucus, New Jersey.

The Company's balance sheet at September 30, 2010, showed
$1.02 million in total assets, $1.08 million in total liabilities,
all current, and a stockholders' deficit of $69,308.

As reported in the Troubled Company Reporter on July 20, 2010,
Jewett, Schwartz, Wolfe & Associates, in Hollywood, Fla.,
expressed substantial doubt about the Company's ability to
continue as a going concern, following the Company's results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has operating and liquidity concerns, and
has incurred net losses of $23.55 million as of March 31, 2010.


U.S. DRY CLEANING: Completes Chapter 11 Reorganization
------------------------------------------------------ Pacific
Business News reports that U.S. Dry Cleaning Services Corp. said
on Oct. 4, 2011, that it has completed its Chapter 11 bankruptcy
reorganization.  According to the report, U.S. Dry Cleaning stated
that it converted about $17.7 million of debt into equity and
closed or relocated 12 unprofitable stores.

As reported in the Troubled Company Reporter, U.S. Dry Cleaning
and seven of its affiliates filed with the U.S. Bankruptcy Court
for the Central District of California on Jan. 3, 2011, a Chapter
11 Plan of Reorganization and a related disclosure statement.  On
Sept. 23, 2011, the Bankruptcy Court entered an order confirming
USDC's First Amended Joint Consolidated Chapter 11 Plan of
Reorganization dated Sept. 14, 2011, as further modified.  The
Modified Plan, filed on Sept. 21, was effective upon confirmation.

Pursuant to the Plan, on Sept. 23, 2011, Alex M. Bond was
appointed Chief Executive Officer of USDC.  From December 2007 to
June 2011, Mr. Bond was Managing Director of Wattles Capital
Management, where he was involved in a wide range of retail-
related investments.

Pursuant to the Plan, on Sept. 23, the Board of Directors of USDC
consisted of Robert Y. Lee, Michael Drace, Timothy Rand, Martin J.
Brill, Michael J. Smith and Alex M. Bond.  Messrs. Lee, Drace,
Rand and Brill were all members of USDC's Board prior to
confirmation of the Modified Plan.  Mr. Lee will serve as
Chairman.

The Plan provides for the Debtors' emergence from their Chapter 11
Cases as one consolidated entity under USDC.  The Reorganized
Debtor will own and operate the dry cleaning stores which are
currently owned collectively by the Debtors.

The Plan will be funded by the Exit Financing in the aggregate
amount of $8,800,000, plus the Debtors' Cash on hand of roughly
$200,000.  About $4.4 million of Exit Financing was to be raised
prior to confirmation, and the remainder would be raised after the
Effective Date.  The Debtor expects that on the Effective Date, it
will have $4.5 million with which to fund payments immediately due
under the Plan.  The Debtor expects to raise an additional $2.5
million to $3.5 million of Exit Financing, which will be used to
pay the Professional Notes.  The balance of Allowed Claims will be
satisfied by the issuance of the New Common Stock and/or payment
over time by the Reorganized Debtor.

A copy of the Modified Plan is available for free at:

                       http://is.gd/09okmO

                About U.S. Dry Cleaning Services

Newport Beach, California-based U.S. Dry Cleaning Services
Corporation (d/b/a US Dry Cleaning Corporation) owns and operates
71 dry cleaning stores and three processing plants in the United
States.  USDC and seven of its affiliates filed for Chapter 11
bankruptcy protection with the U.S. Bankruptcy Court for the
Central District of California on March 4, 2010.  Simon Aron,
Esq., and Susan K. Seflin, Esq., at Wolf, Rifkin, Shapiro,
Schulman & Rabkin, LLP, are the attorneys for the Debtors.  The
cases are jointly administered under Enivel, Inc., Case No.
10-12735.

Charles T. Moffitt is the Debtors' Chief Restructuring Officer.
The Company estimated its assets at $1 million to $10 million and
debts at $10 million to $50 million.


VEGA CRESCENT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Vega Crescent Avenue, LLC
        111 Crescent Avenue
        Chelsea, MA 02150

Bankruptcy Case No.: 11-19452

Chapter 11 Petition Date: October 3, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Nina M. Parker, Esq.
                  PARKER & ASSOCIATES
                  10 Converse Place
                  Winchester, MA 01890
                  Tel: (781) 729-0005
                  Fax: (781) 729-0187
                  E-mail: nparker@ninaparker.com

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

Estimated Debts: $0 to $50,000

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

The petition was signed by Robert B. Dawe, Jr. manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Tri-State Signal, Inc.                 11-19453   10/03/11


WAHE GURU: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Wahe Guru One LLC
        4550 W. Buckingham Rd
        Garland, TX 75042

Bankruptcy Case No.: 11-36282

Chapter 11 Petition Date: October 3, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Scheduled Assets: $1,802,000

Scheduled Debts: $3,475,962

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-36282.pdf

The petition was signed by Baldev Singh, managing member.


WESTERN COMMUNICATIONS: Oregon Papers Have Nod for Cash Use
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Western Communications Inc. received final
authorization from the bankruptcy judge on Oct. 5 to use cash
through May, unless there's a default in the meantime.  The cash
represents collateral for the secured lender Bank of America NA.

                   About Western Communications

Western Communications, Inc., is a family-owned corporation
founded by renowned editor Robert W. Chandler.  Headquartered in
Bend, Oregon, Western Communications is a small market newspaper,
niche publishing, printing and digital media company with
publications spread throughout Oregon (six publications) and
California (two publications).  The Company produces and publishes
the Bend Bulletin, the Baker City Herald, the La Grande Observer,
the Redmond Spokesman, the Brookings Curry Coastal Pilot, the
Crescent City Daily Triplicate, and the Sonora Union Democrat.
The Company also publishes the Central Oregon Nickel Ads in Bend,
Oregon.

Western Communications filed for Chapter 11 bankruptcy (Bankr.
Ore. Case No. 11-37319) on Aug. 23, 2011.  Albert N. Kennedy,
Esq., and Michael W. Fletcher, Esq., at Tonkon Torp LLP, in
Portland, Oregon, serve as the Debtor's bankruptcy counsel.  The
Zinser Law Firm, P.C., and Davis Wright Tremaine LLP serve as the
Debtor's special purpose counsel.  The petition was signed by
Gordon Black, president.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Western Communications
have expressed interest in serving on a committee.


WILLIAM LYON: Fails to Pay $7.4 Million of Senior Notes Interest
----------------------------------------------------------------
William Lyon Homes, Inc., a wholly-owned subsidiary of William
Lyon Homes, is the issuer of certain 10 3/4% Senior Notes due
2013, with an aggregate principal amount outstanding of
approximately $138,760,000.

A semi-annual interest payment on the Notes of $7,486,192 was due
on Oct. 1, 2011.  The Company did not make that interest payment
as scheduled and currently plans to make use of the thirty-day
grace period provided by the indenture governing the Notes.  Non-
payment of interest on the scheduled due date is not an event of
default under the Indenture unless the interest payment is not
made within such thirty-day grace period.  If the Company does not
make the interest payment by Oct. 31, 2011, however, the trustee
for the Notes would be permitted under the terms of the Indenture
to accelerate the Borrower's obligation to repay the Notes by
providing written notice of acceleration to the Borrower.

If the Company fails to make that interest payment by Oct. 31,
2011, and the trustee for the Notes provides a written notice of
acceleration, then any such acceleration under the Notes may also
constitute an event of default under the terms of the indentures
governing the Borrower's other outstanding senior notes.  In
addition, any such failure to make the scheduled interest payment
by Oct. 31, 2011, may constitute a default under:

   (i) the terms of a Senior Secured Term Loan Agreement, dated
       Oct. 20, 2009, by and among the Company, ColFin WLH
       Funding, LLC, and the other lenders party thereto, pursuant
       to which the Lenders have advanced $206,000,000 to the
       Company as a term loan; and

  (ii) the terms of a Loan Agreement dated Feb. 14, 2006, by and
       between Circle G at the Church Farm North Joint Venture,
       LLC, and U.S. Bank National Association, successor to
       CalNational Bank, pursuant to which there is an aggregate
       principal amount of $8,999,150 outstanding as a term loan.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

The Company's balance sheet at June 30, 2011, showed $611.15
million in total assets, $610.25 million in total liabilities and
$896,000 in equity.

                           *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."

Standard & Poor's Ratings Services raised its rating on William
Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from
'D' after the company repurchased $10.5 million of outstanding
principal for $9.0 million.  S&P lowered its rating on the notes
to 'D' because S&P considered the discounted repurchase to be
tantamount to default under its criteria for exchange offers and
similar restructurings.  In accordance with its criteria, S&P is
now raising its rating on these notes because the company
completed its repurchase, and S&P is not aware of additional
discounted repurchases at this time.

As reported by the TCR on Sept. 6, 2011, Moody's Investors Service
lowered the ratings of William Lyon Homes, including its corporate
family and probability of default ratings to Ca from Caa2 and the
ratings on its public senior unsecured notes to C from Caa3. The
rating outlook is negative.

These rating actions result from the company's recently missed
interest payment of $2.92 million on its 7.5% senior unsecured
notes due 2/15/2014.  Moody's will attempt to determine the
company's reasons for missing the coupon payment in light of its
apparent availability of funds to make the payment and its plans
to address what Moody's considers to be an untenable capital
structure.


WINDRUSH SCHOOL: Gets Court's Interim OK to Use Operating Case
--------------------------------------------------------------
ElCerritoPatch reports that Judge William Lafferty granted interim
approval on Oct. 4, 2011, to Windrush School to continue using its
operating cash to run the school.  Wells Fargo Bank claimed the
funds were concealed collateral on an overdue loan.

Judge Lafferty set a further hearing for Oct. 28, 2011, at 1:30
p.m.

According to the report, Windrush said that if the 35-year-old
school doesn't raise an additional $800,000 to $900,000 by this
Friday it will have to close Oct. 28.  If it does raise the funds,
it can complete the school year, the trustees said.

The total amount raised so far is $631,828, according to the
school Web site.  The amount stood at $575,650 on Monday,
according the Windrush Development Director Ann Root.

The report says the bank said the debt agreement established all
school property and gross revenues as collateral for the $13
million that Windrush borrowed through a bond issue in 2007 to
build its new library/middle school and refurbish the gym.

The court has yet to rule on whether Windrush can remain under
Chapter 11 protection, which allows it to continue operating
without paying creditors if it convinces the court that it has
a viable reorganization plan.

Based in El Cerrito, California, Windrush School is a private K-8
school.  The Company filed for Chapter 11 protection on Sept. 30,
2011 (Bankr. D. N.D. Calif. Case No. 11-70440).  Judge William J.
Lafferty presides over the case.  Merle C. Meyers, Esq., at Meyers
Law Group PC, represents the Debtor.  The Debtor estimated both
assets and debts of between $10 million and $50 million.


YEHUD-MONOSSON USA: 8th Circ. Approves Forced Chapter 7
-------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that the Eighth Circuit
on Wednesday affirmed the involuntary conversion of Yehud-Monosson
USA Inc.'s bankruptcy to Chapter 7, ruling that the company's four
previous filings under a different name were an abuse of the
system.

Law360 relates that the appeals court said Yehud-Monosson was
substantially the same entity as Midwest Oil of Minnesota LLC,
which has filed for bankruptcy four times in Delaware and
Minnesota since 2009 in an attempt to stall foreclosures and
circumvent a one-year filing ban.

Yehud-Monosson USA, Inc., for bankruptcy protection (Bankr.
D. New York Case No. 11-11278) on March 23, 2011.  Rebekah M.
Nett, Esq., at Westview Law Center, PLC, in St. Paul, MN, serve as
the Debtor's counsel.

The Company estimated its assets and debts at $1,000,001 to
$10,000,000.


ZAIS INVESTMENT: Anchorage Capital Amends Prepackaged Plan
----------------------------------------------------------
Anchorage Capital Master Offshore Ltd., Anchorage Illiquid
Opportunities Offshore Master L.P., and GRF Master Fund L.P.,
filed a first amended prepackaged Chapter 11 plan of
reorganization for Zais Investment Grade Limited VII on
Sept. 23, 2011.

Under the plan, on the Effective Date, the Plan Proponents will
form NewCo as an exempted limited partnership organized under the
laws of the Cayman Islands. On the Effective Date, the Debtor
will transfer title to the Designated Assets to NewCo free and
clear of all liens, Claims, Causes of Action, interests, security
interests and other encumbrances without further order of the
Bankruptcy Court. In exchange for the transfer of the assets,
NewCo will transfer to the Debtor (i) on the Effective Date, the
New LP Interest and (ii) on or after the Effective Date, cash
sufficient to fund the Debtor's senior obligations under the Plan,
but solely to the extent that the Debtor's Cash on the Effective
Date and projected cash distributions from the New LP Interest are
not sufficient to fund the obligations when due.

From and after the Effective Date, NewCo's operation will be
managed by the General Partner. The General Partner will delegate
to the Investment Manager the authority to liquidate the
designated assets and to distribute the corresponding proceeds
pursuant to the Limited Partnership Agreement.

On the Effective Date, the authority of the Debtor's directors,
officers and administrator will be terminated. The Plan
Administrator will succeed the Debtor's officers, directors,
administrator and shareholders; provided that the Plan
Administrator may continue to consult with the Debtor's directors
and administrator to the extent required to comply with applicable
law or other contractual provisions of the Debtor's or NewCo's
documents. The reasonable fees and expenses of the Debtor and its
directors and administrator incurred in connection with the
consultation by the Plan Administrator will be paid by NewCo on
terms agreed to by the Plan Administrator and the parties.

On the Termination Date, the Debtor will be deemed dissolved and
the Plan Administrator may take any actions required under
applicable law to accomplish the dissolution of the Debtor.

The classification and treatment of the claims under the plan are:

A. Allowed Administrative Claims - Each holder of an Allowed
Administrative Claim will receive (i) the amount of the
holder's Allowed Administrative Claim in one Cash payment
or (ii) other treatment as may be agreed upon in writing
by the Plan Administrator and the holder.

B. Allowed Tax Claims - Each holder of an Allowed Tax Claim
will receive (i) the amount of the holder's Allowed Tax
Claim in one cash payment, or (ii) other treatment as may
be agreed upon in writing by the Plan Administrator and
the holder.

C. Class 1 (Senior Indenture Administrative Expense Claims) ?
On each Quarterly Plan Distribution Date through the
Termination Date, each holder of an Allowed Senior
Indenture Administrative Expense Claim will receive Cash
in the amount of the holder's Allowed Senior Indenture
Administrative Expense Claim.

D. Class 2 (Indenture Priority Claims) - Each holder of an
Allowed Indenture Priority Claim shall receive the amount
of the holder's Allowed Indenture Priority Claim,
including any interest to which the holder is legally,
contractually or equitably entitled in one Cash payment.

E. Class 3 (Senior Note Claims) ? Each holder of an Allowed
Senior Note Claim will receive its Pro Rata Share of
available cash.

F. Class 4 (Junior A-2 Note Claims) - Each holder of a Junior
A-2 Note Claim is not entitled to any recovery under the
Plan.

G. Class 5 (Junior A-3 Note Claims) - Each holder of a Junior
A-3 Note Claim will not receive any property under the
Plan.

H. Class 6 (Junior B-1 Note Claims) - Each holder of a Junior
B-1 Note Claim will not receive any property under the
Plan.

I. Class 7 (Junior B-2 Note Claims) - Each holder of a Junior
B-2 Note Claim will not receive any property under the
Plan.

J. Class 8 (Subordinated Claims) - Each holder of a
Subordinated claim will not receive any property under the
Plan.

K. Class 9 (Income Note Claims) - Each holder of an Income
Note Claim will not receive any property under the Plan.

L. Class 10 (General Unsecured Claims) - Each holder of a
General Unsecured Claim will not receive any property under
the Plan.

M. Class 11 (Old Equity Interests) - Each holder of an Old
Equity Interest will not receive any property under the
Plan.

The plan proponents -- Anchorage Capital Master Offshore Ltd.,
Anchorage Illiquid Opportunities Offshore Master L.P., and GRF
Master Fund L.P., are represented by:

Gerard H. Uzzi, Esq.
WHITE & CASE LLP
1155 Avenue of Americas
New York, New York 10036-2787
Tel: (212) 819-8200
Fax: (212) 354-8113
E-mail: guzzi@whitecase.com

Richard M. Meth, Esq.
FOX ROTHSCIDLD LLP
75 Eisenhower Parkway, Suite 200
Roseland, New Jersey 07068
Tel: (973) 992-4800
Fax: (973) 992-9125
E-mail: rmeth@foxrothschild.com

A copy of the first amended prepackaged plan is available for free
at: http://bankrupt.com/misc/ZAIS_plan_amended.pdf

U.S. Trustee Objects to Plan

The U.S. Trustee objects to confirmation of the prepackaged
Chapter 11 Plan of Reorganization for Zais Investment Grade
Limited VII proposed by GRF Master Fund, L.P., Anchorage Illiquid
Opportunities Offshore Master, L.P. And Anchorage Capital Master
Offshore, Ltd., dated March 15, 2011.

Mitchell Hausman, Esq., representing the U.S. Trustee, states that
the Plan is not confirmable because it contains an overboard third
party release and exculpation clause, both of which are contrary
to applicable law in the Third Circuit. In addition, the Plan
provides for the reimbursement of all reasonable fees and expenses
of the Plan Proponents without providing a mechanism to determine
the reasonableness of the fees and expenses.

               About Zais Investment Grade Limited

Zais Investment Grade Limited VII is based in Grand Cayman.

On April 1, 2011, Anchorage Capital Master Offshore, Ltd., GRF
Master Fund, L.P., and Anchorage Illiquid Opportunities Offshore
Masters, L.P. filed an involuntary Chapter 11 petition against
Zais Investment Grade Limited VII. On April 26, 2011, the U.S.
Bankruptcy Court for the District of New Jersey entered an order
for relief under chapter 11 of the Bankruptcy Code.

The Debtor tapped Wollmuth Maher & Deutsch LLP as general
bankruptcy counsel, and Jones Day as special counsel.

The Debtor disclosed $365,771,549 in liabilities in its schedules.


ZOGENIX INC: Domain Partners Discloses 15.4% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Domain Partners VII, L.P., and its affiliates
disclosed that they beneficially own 9,923,335 shares of common
stock of Zogenix, Inc., representing 15.4% of the shares
outstanding.  The final prospectus filed with the SEC on Sept. 16,
2011, in connection with the Company's registered secondary
offering of 30,000,000 shares of Common Stock reported that there
would be 64,473,278 shares of Common Stock outstanding after the
completion that offering.  A full-text copy of the Schedule 13D is
available for free at http://is.gd/4qFjIz

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

The Company's balance sheet at June 30, 2011, showed
$51.4 million in total assets, $58.5 million in total liabilities,
and a stockholders' deficit of $7.1 million.

As reported in the TCR on March 8, 2011, Ernst & Young LLP, in San
Diego, Calif., expressed substantial doubt about Zogenix's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that of the Company's
recurring losses from operations and lack of sufficient working
capital.


* U.S. Supreme Court Won't Settle Split on Auto Loan Case
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether the so-called negative equity on a
previously-owned auto must be paid in full as a condition to
keeping the newer car after bankruptcy is an issue that won't be
decided this year by the U.S. Supreme Court.

According to the report, the high court in Washington decided on
Oct. 3 not to resolve a split among the circuit courts of appeal.
The U.S. Court of Appeals in San Francisco, departing from other
eight circuits to consider the issue, ruled in July 2010 that
negative equity on a previously owned auto is not part of a
purchase money security interest and need not be paid to retain
the newer auto.

Mr. Rochelle discloses that over a dissent by four circuit judges,
the entire Court of Appeals for the 9th Circuit in San Francisco
decided earlier this year not to rehear the case. The dissenters
argued that the majority on the circuit court interpreted the
Bankruptcy Code "to mean the exact opposite of what the plain
language says."

The lender, who lost in the court of appeals, filed a petition in
May for review by the Supreme Court.

The auto-loan case in the Supreme Court is AmeriCredit Financial
Services Inc. v. Penrod (In re Penrod), 10-1443, U.S. Supreme
Court. The Circuit Court's July 2010 opinion is AmeriCredit
Financial Services Inc. v. Penrod (In re Penrod), 08-60037, 9th
U.S. Circuit Court of Appeals (San Francisco).

The Supreme Court already accepted one bankruptcy case for the
term that began this month.  The case, called Hall v. U.S.,
involves the tax treatment of property sold after bankruptcy by
family farmers in Chapter 12.


* Homestead Limit Doesn't Make Judgment Enforceable
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a creditor with a pre-bankruptcy judgment lien
doesn't automatically have a secured claim in proceeds from the
sale of a homestead in excess of the homestead exemption, the U.S.
Court of Appeals in New Orleans ruled on Oct. 4.  The case
involved an individual saddled with a pre-bankruptcy judgment for
$538,000.  The case is Smith v. HD Smith Wholesale Drug Co. (In re
McCombs), 08-20171, U.S. 5th Circuit Court of Appeals (New
Orleans).


* False Invoice Not Equivalent to False Financials
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an arbitration award didn't make the underlying debt
automatically non-dischargeable under Section 522(a)(2)(B) of the
Bankruptcy Code, according to a Sept. 30 opinion by U.S. District
Judge Martin Reidinger from Asheville, North Carolina.  An
arbitrator made award against a contractor for issuing false
invoices. The arbitrator found that the contractor's conduct
amounted to "fraud and deceptive practices."  The district judge
ruled that the debt was dischargeable because it was based on the
issuance of false invoices.  The case is Green v. Bashor (In re
Bashor), 10-195, U.S. District Court, Western District North
Carolina (Asheville).


* Oaktree Capital Nears Final Close for European Distress Fund
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Oaktree Capital Management,
which is on the path to going public, is moving toward a final
close on its European distressed strategy vehicle at the EUR3
billion ($4.02 billion) hard cap, according to people familiar
with the situation.


* Siguler Guff & Co Raises $1.3 Billion for Distressed Debt Fund
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports Siguler Guff & Co. held
a final close on its fourth distressed-debt fund of funds at
roughly $1.3 billion, said a person familiar with the situation.


* SNR Denton Expands Bankruptcy Practice with Sam Alberts
---------------------------------------------------------
SNR Denton announced October 4 that Sam Alberts has joined as a
partner in its Restructuring and Insolvency practice in
Washington, DC.

"Sam is a respected restructuring lawyer, and his addition will
enhance our bankruptcy practice and the firm. Throughout his
career, he has established expertise in several key industries and
sectors, including health care and finance," said Fruman Jacobson,
chair of SNR Denton's Restructuring and Insolvency practice.
"Sam's representation of government agencies and strong industry
relationships will enable us to provide even more comprehensive
client service in our Public Policy and Regulation practice and
Government sector."

Mr. Alberts joins the firm from Dickstein Shapiro LLP, where he
was a partner.

Mr. Alberts has significant experience in complex domestic and
cross-border business and government-related restructurings and
bankruptcies. He has represented debtors, creditors, committees,
trustees, sovereigns, nongovernmental organizations, landlords and
purchasers of distressed assets in all phases of reorganization.
Alberts is an experienced litigator with trial experience in a
variety of business related matters in state and federal courts.

"I am eager to begin working with SNR Denton's first-class lawyers
and professionals," said Alberts. "The firm's global platform and
respected restructuring practice will improve the work I do for my
clients."

Mr. Alberts earned his J.D., with honors, from George Washington
University and his B.A., cum laude, from New York University.

Mr. Alberts complements a group of more than 70 new partners,
counsel, principals and senior advisors who have joined SNR Denton
worldwide since the combination that created the firm a year ago.


* Akin Gump Grabs Haynes and Boone Pro for Texas Office
-------------------------------------------------------
Brian Antweil has joined Akin Gump Strauss Hauer & Feld LLP's
Houston office as a partner in its litigation and alternative
dispute resolution practice.  Previously, Mr. Antweil was a
partner in the Houston office of a mid-sized, international law
firm where he led the firm's Business Litigation South Practice
Group.

A seasoned trial lawyer, Mr. Antweil is also an experienced
business advisor and a former business executive. He represents
clients in diverse industries in a wide array of commercial
disputes.

"We're very excited to welcome Brian to our team," stated Stephen
Baldini, head of Akin Gump's litigation practice. "His extensive
trial experience coupled with his business background allows Brian
to provide a unique perspective that our clients will find very
valuable."

Added Christine LaFollette, partner-in-charge of Akin Gump's
Houston office, "I'm thrilled to welcome Brian to our office. The
addition of such a talented trial lawyer and dynamic person will
be a tremendous benefit to our clients, both in Houston and across
the firm."

Mr. Antweil represents clients in a full range of business,
commercial and tort cases in state and federal courts and domestic
and international arbitrations. He has significant experience in
oil and gas, bankruptcy and insolvency litigation, energy,
insurance coverage, technology and intellectual property disputes.

"I'm eager for the opportunity to bring my practice to Akin Gump,
and look forward to helping the firm continue to grow its
litigation practice in Houston," remarked Mr. Antweil.

Mr. Antweil is a frequent speaker and writer, and is an adjunct
professor at the University of Houston Law Center, where he has
taught Trial Advocacy for almost a decade. He is also an
instrument-rated private pilot who flies missions for and serves
on the board of directors of the nonprofit charitable organization
Angel Flight.

Mr. Antweil received his J.D. from the University of Houston Law
Center in 1990, where he was a member of the Order of the Barons.
He received his B.B.A. in finance from the University of Texas at
Austin in 1977. He is licensed to practice in Texas and New York.


* BOOK REVIEW: Legal Aspects of Health Care Reimbursement
---------------------------------------------------------
Authors:  Robert J. Buchanan, Ph.D., and James D. Minor, J.D.
Publisher: Beard Books
Softcover: 300 pages
List Price: $34.95
Review by Henry Berry

With Legal Aspects of Health Care Reimbursement, Buchanan, a
professor in the School of Public Health at Texas A&M, and Minor,
an attorney, have come up with an invaluable resource for lawyers
and anyone else seeking an introduction to the legal and social
issues related to Medicare and Medicaid.  The administrative costs
of Medicare and Medicaid reimbursement have been a heated topic of
debate among public officials and administrators of provider
healthcare organizations, especially health maintenance
organizations.  Although inflation and the use of costly medical
technology are key factors in the rise in Medicare and Medicaid
costs, some control can be gained through appropriate compliance,
using more efficient procedures and better detection of fraud.
This work is a major guide on how to go about doing this.
Though mostly a legal treatise, Legal Aspects of Health Care
Reimbursement, first published in 1985, also offers commentary
through legislative and regulatory analyses, thereby explaining
how healthcare reimbursement policies affect the solvency and
effectiveness of the Medicare and Medicaid programs.
In discussing how legislation and regulations affect the solvency
and effectiveness of government-provided healthcare, the authors
offer insight into the much-publicized and much-discussed issue of
runaway healthcare costs.  Buchanan and Minor do not deny that
healthcare costs are out of control and are onerous for the
government and ruinous for many individuals.  But healthcare
reimbursement policies are not the cause of this, the authors
argue.  To make their case, they explain how the laws and
regulations in different areas of the Medicare and Medicaid
programs create processes that are largely invisible to the
public, but make the programs difficult to manage financially. The
processes are not well thought out nor subject to much quality
control, with the result that fraud is chronic and considerable.

The areas of Medicare covered in the book are inpatient hospital
reimbursement, long-term care, hospice care, and end-stage renal
disease.  The areas of Medicaid covered are inpatient hospital and
long-term care plus abortion and family planning services. For
each of these areas, the authors discuss the conditions for
receiving reimbursement, the legislation and regulations regarding
reimbursement, the procedures for being reimbursed, the major
areas of reimbursement (for example, capital-related costs,
dietetic services, rental expenses); and court cases, including
appeals.  Reimbursement practices of selected states are covered.
For each of the major areas of interest, the chapters are
organized in a manner that is similar to that found in reference
books and professional journals for attorneys and accountants.
Laws and regulations are summarized and occasionally quoted with
expert background and commentary supplied by the authors.  With
regard to court cases and rulings pertaining to Medicare and
Medicaid, passages from court papers are quoted, references to
legal records are supplied, and analysis is provided. Though the
text delves into legal issues, it is accessible to administrators
and other lay readers who have an interest in the subject matter.
Clear chapter and subchapter titles, a table of cases following
the text, and a detailed index enable readers to use this work as
a reference.

The value of this book is reflected in the authors' ability to
distill great amounts of data down to one readable text.  It
condenses libraries of government and legal documents into a
single work.  Answers to questions of fundamental importance to
healthcare providers -- those dealing with qualifications,
compliance, reimbursable costs, and appeals -- can be found in one
place. Timely reimbursement depends on proper application of the
rules, which is necessary for a provider's sound financial
standing. But the authors specify other reasons for writing this
book, to wit: "Providers should have a general knowledge of the
law and should not rely on manuals and regulations exclusively."
By summarizing, commenting on, and citing cases relating to
principal provisions of Medicare and Medicaid, the authors
accomplish this objective.

The authors also cover the topic of fraud with respect to both
Medicare and Medicaid, offering both a legal treatment and
commentary.  At the end of each chapter is a section titled
"Outlook," which contains a discussion of government studies,
changes in healthcare policy, or other developments that could
affect reimbursement.  Although this work was published over two
decades ago, much of this discussion is still relevant today.
Finally, the book is a call for change.  The authors remark in
their closing paragraph: "Given the increasing for-profit
orientation of the major segments of the health care industry,
proprietary providers should be particularly responsive to new
efficiency incentives" in reimbursement.  In relation to this,
"policymakers [should] develop reimbursement methods that will
encourage providers to become more efficient."

Robert J. Buchanan is currently a professor in the Department of
Health Policy and Management in the School of Rural Public Health
at the Texas A&M University System Health Sciences Center.  James
D. Minor, a former law professor at the University of Mississippi,
has his own law practice.


                           *********

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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