TCR_Public/111011.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 11, 2011, Vol. 15, No. 282

                            Headlines

18 WEST: Voluntary Chapter 11 Case Summary
AABACUS INDUSTRIAL: Case Summary & 4 Largest Unsecured Creditors
AE BIOFUELS: L. Cagan Converts $1.4MM Debt Into Shares
ALCOMA GOLF: Case Summary & 34 Largest Unsecured Creditors
ALERE, INC: Moody's Says Axis Bid Has No Impact on B1 Corporate

ALEXANDER GALLO: Auction on Nov. 7 to Test Bayside Bid
ALLTRUST REALTY: Case Summary & 11 Largest Unsecured Creditors
AMBAC FINANCIAL: To Present Plan for Confirmation Dec. 8
AMBAC FINANCIAL: Wins Nod to Tap KCC as Plan Voting Agent
AMERICAN APPAREL: Reports 3% Q3 Increase in Store Sales

AMR CORP: Experts See Merger With USAir in Bankruptcy
ANOINTED WORD: Case Summary & 9 Largest Unsecured Creditors
APPLETON PAPERS: VP Macdonald Leaves Due to "Job Elimination"
APPLIED MINERALS: Amends Annual and Quarterly Reports
BIOVEST INTERNATIONAL: To Seek Regulatory Approval for BiovaxID

BLOCKBUSTER INC: Canadian Unit's Chapter 15 Case Dismissed
BMB MUNAI: Deregisters Convertible Senior Notes Due 2012
BORDERS GROUP: Disclosure Statement Hearing on Nov. 10
BORDERS GROUP: Asks for Plan Filing Exclusivity Until Jan. 12
BORDERS GROUP: CP Ombudsman Report Hearing Moved to Oct. 18

BOYD BROTHERS: Voluntary Chapter 11 Case Summary
CARESTREAM HEALTH: Bank Debt Trades at 18% Off in Secondary Market
CASCADE BANCORP: Names Terry Zink as Chief Executive Officer
CATASYS INC: Inks $680,000 Securities Purchase Pact with D. Smith
CLAIRE'S STORES: Bank Debt Trades at 16% Off in Secondary Market

CLEAR CHANNEL: Bob Pittman Named Chief Executive Officer
COLINA MORROW: Case Summary & 4 Largest Unsecured Creditors
COMSTOCK MINING: Granted Exploration Drilling Permit
CRYSTALLEX INT'L: Common Stock Delisted from NYSE Amex
CRYSTALLEX INT'L: Updates Shareholders on ICSID Case Status

CYBEX INTERNATIONAL: Requests Hearing Before Nasdaq Panel
DAIRY PRODUCTION: Competing Plan Outlines Hearing Set for Nov. 3
DEX MEDIA EAST: Bank Debt Trades at 48% Off in Secondary Market
DOT VN: Incurs $899,000 Net Loss in July 31 Quarter
DUNE ENERGY: Strikes Bondholder Deal on Debt-For-Equity Swap

ELEPHANT TALK: Registers 18 Million Shares Under Incentive Plan
EMDEON INC: Moody's Rates Proposed Unsecured Notes at 'Caa1'
EMISPHERE TECHNOLOGIES: Amends 7.3-Mil. Common Shares Offering
ENCORIUM GROUP: Sees $1.5-$1.9-Mil. Net Loss for Half Year 2011
ESTERLINE: Moody's Affirms 'Ba1' Corporate Family Rating

EVER LLC: Case Summary & 20 Largest Unsecured Creditors
EVERGREEN SOLAR: Gov't Wants Tech Patents Exclude From Auction
EVERGREEN SOLAR: Judge Rejects $4MM Flat Fee for UBS Securities
EXCO RESOURCES: Moody's Affirms 'B1' Corporate Family Rating
FIRSTBANK PUERTO RICO: Moody's Upgrades Issuer Rating to 'B3'

FLINT TELECOM: Suspending Filing of Reports with SEC
FNB UNITED: Receives Regulatory OK to Acquire Bank of Granite
FONAR CORP: Diagnostic Breakthrough in MS Achieved with MRI
FRC LLC: Case Summary & 20 Largest Unsecured Creditors
GAMETECH INT'L: Common Stock Delisted from NASDAQ

GARLOCK SEALING: Wants Plea to Reopen 2 Cases Addressed
GENTA INC: RA Capital Discloses 9.9% Equity Stake
GENTA INC: Has 686.7 Million Outstanding Common Shares
GENTIVA HEALTH: Moody's Says Senate Report No Impact on 'B1' CFR
GEORGIA-PACIFIC: Fitch Withdraws BB+ Rating on Sr. Unsec. Bonds

GRIFFIN SAND: Case Summary & 11 Largest Unsecured Creditors
HAMPTON ROADS: Three Directors Elected at Annual Meeting
HARRY & DAVID: Highly Rated by Consumer Reports
HAWKER BEECHCRAFT: Bank Debt Trades at 33% Off in Secondary Market
HELLER EHRMAN: Fraudulent Transfer Suits Are 'Core'

HILL INTERNATIONAL: Extends Forbearance Pact with BoA to Oct. 17
HOMELAND SECURITY: Incurs $3.9 Million Net Loss in Fiscal 2011
HOMER CITY: Moody's Lowers Rating on Pass Through Bonds to 'B2'
HORIZON LINES: Completes Comprehensive Refinancing
HORIZON LINES: Moody's Revises PDR to 'Caa2\LD'; Outlook Stable

HUSSEY COPPER: Lowenstein Sandler Representing Creditors
INNKEEPERS USA: Cerberus in Advanced Talks on Lower Price
IRED ELMHURST: Case Summary & Largest Unsecured Creditor
J. CREW: Bank Debt Trades at 13% Off in Secondary Market
JAMES RIVER: Steelhead Partners Discloses 9.9% Equity Stake

JGWPT HOLDINGS: Moody's Assigns 'B3' Corporate Family Rating
JJR REALTY: Voluntary Chapter 11 Case Summary
JK HARRIS: Case Summary & 20 Largest Unsecured Creditors
JMR DEVELOPMENT: Section 341(a) Meeting Scheduled for Oct. 21
KINETIC CONCEPT: Moody's Assigns Caa1 Rating to Sr. Unsec. Notes

KL ENERGY: Alan Rae Resigns as Board of Directors Chairman
KOLORFUSION INT'L: Wins Confirmation of Bootstrap Chapter 11 Plan
LAZARD GROUP: Moody's Assigns 'Ba2' Corporate Family Rating
LEHMAN BROTHERS: Wants to Enter Into Bond Safeguard Settlement
LEHMAN BROTHERS: Asks Approval of ESP Funding Settlement

LEHMAN BROTHERS: Wants to Terminate Spruce CCS Securitization
LEHMAN BROTHERS: Proposes to Restructure Zwinger Loan Facility
LEHMAN BROTHERS: Hawaii Borrowers Drop Motion to Compel
LOCATION BASED TECH: PocketFinder 2.0 Now in Apple's App Store
LOS ANGELES DODGERS: Loses Again on Treatment of Other Clubs

LOS ANGELES DODGERS: Season Ticket Holders Want Own Committee
LOS ANGELES DODGERS: Court Authorizes Employment of Blackstone
LOTHIAN OIL: Bankruptcy Deal Survives Shareholder Challenge
M. M ORION: Voluntary Chapter 11 Case Summary
MACROSOLVE INC: Enters Into Subscription Agreement with Investors

MID-VALLEY INC: Garlock Wants Plea to Reopen 2 Cases Addressed
MMRGLOBAL INC: Hector Barreto Resigns from Board of Directors
MOHAWK TRAVELER: Case Summary & 20 Largest Unsecured Creditors
MOHEGAN TRIBAL: Bruce Bozsum to Continue to Serve as Chairman
MONACO COACH: ICOP Can't Dodge Damages in Moldy RV Suit

MOUNTAIN PROVINCE: Commences Tuzo Deep Drill Program
NASSAU BROADCASTING: Fights Liquidation, Aims to Reorganize
NASSAU BROADCASTING: Wants Involuntary Ch.7 Converted to Ch.11
NATIONAL ENVELOPE: Wants Until Dec. 10 for Liquidating Plan
NCO GROUP: Marc Simon Appointed to Board of Directors

NEIMAN MARCUS: Bank Debt Trades at 9% Off in Secondary Market
NEOMEDIA TECHNOLOGIES: Names iSherpa's P. Mannetti to Board
NEWPAGE CORPORATION: Moody's Assigns Ba2 to $350-Mil. DIP Loan
NORTEL NETWORKS: Prepares to Battle U.K., Irish, French Units
NORTH AMERICAN PETROLEUM: Exits Chapter 11 Protection

NYTEX ENERGY: Inks Forbearance Agreement with WayPoint
ONE 14: Atlas Partners Auctions Auto Dealerships
ORAGENICS INC: Draws $1 Million Under Revolving Credit Facility
ORGERON BROS: Case Summary & 16 Largest Unsecured Creditors
OWENS CORNING: Garlock Wants Plea to Reopen Cases Addressed

PALMS OF BELLEAIR: Case Summary & 8 Largest Unsecured Creditors
PARTSEARCH TECH: Best Buy Acquires Biz Under Confirmed Plan
PHILADELPHIA ORCHESTRA: Reaches Tentative Deal With Musician Union
PICKWICK SQUARE: Voluntary Chapter 11 Case Summary
PS LODGING: Case Summary & 4 Largest Unsecured Creditors

PJ FINANCE: Withdraws Motion for Financing in Relation to Plan
PLATINUM PROPERTIES: Wants to Amend Cash Collateral Stipulation
POINT BLANK: Judge Approves Gores-Led Auction Process
POWER EFFICIENCY: Earns $1 Million from Securities Offering
PRECISION OPTICS: Maturity of $600,000 Notes Extended to Oct. 31

PROVADA INSURANCE: Case Summary & 13 Largest Unsecured Creditors
PURE BEAUTY: Has Green Light to Use Regis Cash Collateral
PURE BEAUTY: Hearing on Sale Procedures Motion Set for Nov. 1
PURE BEAUTY: Sec. 341 Creditors' Meeting Set for Nov. 10
PURE BEAUTY: To Reject Leases for Unprofitable Outlets

QUINCY MEDICAL: Court Approves Assets Sale to Steward Medical
RADIOSHACK CORP: Moody's Affirms 'Ba1' Corporate Family Rating
REAL MEX: Can Borrow $25MM Under DIP Facility on Interim
REAL MEX: Sec. 341 Creditors' Meeting Set for Nov. 2
REAL MEX: Seeks to Immediately Pay Claims for Perishable Goods

REALOGY CORP: Bank Debt Trades at 20% Off in Secondary Market
S-SI RIO: Case Summary & 12 Largest Unsecured Creditors
SCOTT DEGRAFF: Files for Chapter 11 Protection in Denver
SEAGOVILLE VENTURE: Case Summary & 9 Largest Unsecured Creditors
SEAHAWK DRILLING: Consummates Full-Payment Chapter 11

SIGNATURE STYLES: Working with Committee on Wind Down, Plan Draft
SIGNATURE STYLES: Taps Delaware Claims Agency as Noticing Agent
SLAVERY MUSEUM: Files Schedules of Assets and Liabilities
SOLYNDRA LLC: House Republicans Seek DOE Loan Documents
SOUTH EDGE: Investors Settle $26MM Development Funds Dispute

SOUTH EDGE: Owner Settles Dispute With Focus Property Affiliate
ST. VINCENT'S: Sells Former Main Campus to Rudin for $260 Million
SUMMERFIELD DEVELOPMENT : Voluntary Chapter 11 Case Summary
TC GLOBAL: Expects to Report $1.1-Mil. Net Loss in Fiscal 2012
TELETOUCH COMMUNICATIONS: Amends Form S-1 Registration Statement

TEN X CAPITAL: Court Dismisses Chapter 11 Reorganization Case
TENGION INC: Gets Nasdaq Minimum Bid Price Non-Compliance Notice
TENSAR LEASE: Moody's Rates Proposed Term Loan B at '(P)B1'
TESORO CORP: Fitch Withdraws 'BB' Rating on Sr. Unsec. Notes
TEXAS RANGERS: Stern v. Marshall Interpreted Narrowly

THIRD STREET: Case Summary & Largest Unsecured Creditor
TRAILER BRIDGE: Deutsche Bank Appointed Notes Indenture Trustee
TRAVELPORT HOLDINGS: Inks 4th Amended Credit Agreement with UBS
TRAVELPORT INC: Bank Debt Trades at 17% Off in Secondary Market
TRIBUNE CO: Bank Debt Trades at 48% Off in Secondary Market

TXU CORP: Bank Debt Trades at 35% Off in Secondary Market
TXU CORP: Bank Debt Trades at 30% Off in Secondary Market
UNIGENE LABORATORIES: Inks Joint Development Pact with Nordic
UNIGENE LABORATORIES: Claus Christiansen Buys $1.5-Mil. Shares
UNITED STATES OIL: Sells Subsidiary to Jeff Turnbull

UNIVISION COMMS: Bank Debt Trades at 19% Off in Secondary Market
USEC INC: Amends Form S-3 Registration Statement
VILLA D'ESTE: BofA Doesn't Consent to Cash Collateral Use
VITRO SAB: Bank of America Opposes Release of $2.4 Million
WES CONSULTING: Plans to Sell Web Merchants to Fred Petrenko

WINDRUSH SCHOOL: Wells Fargo Wants Case Converted or Dismissed
WINDRUSH SCHOOL: Sec. 341 Creditors' Meeting Set for Oct. 24
YELLOWSTONE MOUNTAIN: Trustee Loses Bid to Raise $40MM Judgment
YRC WORLDWIDE: DBD Cayman Discloses 14.1% Equity Stake

* Bankruptcies and Junk-Bond Defaults Continue to Fall
* Bill Signed to Limit California Municipal Bankruptcy Filings

* Labor Deals at Ford, GM Returning Some Production From Abroad
* Banks Use Small Business-Earmarked Funds to Repay TARP
* Officials, Lenders Move Forward With Foreclosure Talks
* Baum Law Firm to Pay $2 Million Over Foreclosure Practices

* WL Ross Tries to Buy Time for Newest Investment Fund

* Large Companies With Insolvent Balance Sheets



                            *********



18 WEST: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: 18 West, L.L.C.
        3510 Turtle Creek Blvd., PH 18B
        Dallas, TX 75219

Bankruptcy Case No.: 11-36419

Chapter 11 Petition Date: October 4, 2011

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: William F. Kunofsky, Esq.
                  LAW OFFICE OF WILLIAM F. KUNOFSKY
                  10300 N. Central Expwy., Suite 252
                  Dallas, TX 75231
                  Tel: (214) 369-1040
                  E-mail: ecffilings@debtfighters.com

Estimated Assets: $0 to $50,000

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 Jennifer Price, president/owner.


AABACUS INDUSTRIAL: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Aabacus Industrial Park, Inc.
        3240 West Sunset Road
        Las Vegas, NV 89118

Bankruptcy Case No.: 11-25895

Chapter 11 Petition Date: October 7, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: H. Stan Johnson, Esq.
                  CJD LAW GROUP, LLC
                  6293 Dean Martin Drive, Suite G
                  Las Vegas, NV 89118
                  Tel: (702) 823-3500
                  Fax: (702) 823-3400
                  E-mail: sjohnson@cohenjohnson.com

Scheduled Assets: $566,037

Scheduled Debts: $1,827,610

The Company?s list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb11-25895.pdf

The petition was signed by David Morgan, president.


AE BIOFUELS: L. Cagan Converts $1.4MM Debt Into Shares
------------------------------------------------------
Energy Enzymes, Inc., a wholly-owned subsidiary of AE Biofuels,
Inc., on Feb. 8, 2008, entered into a Revolving Line of Credit
Agreement with Laird Q. Cagan for up to $3,000,000.  On Aug. 17,
2009, International Biodiesel, Inc., a wholly owned subsidiary of
AE Biofuels, Inc., assumed the Credit Agreement with Mr. Cagan and
increased the principal amount up to $5,000,000.  The $5,000,000
Credit Agreement is secured by accounts, investments, intellectual
property, securities and other collateral of AE Biofuels, Inc.,
excluding or subordinated to the collateral securing the Company's
obligations under the Note and Warrant Purchase Agreement with
Third Eye Capital Corporation and Third Eye Capital ABL
Opportunities Fund, and the collateral securing the Company's
obligations under the Secured Term Loan with the State Bank of
India.  The $5,000,000 Credit Agreement bears interest at the rate
of 10% per annum and was extended by election of the Company on
July 1, 2011, for an additional year until July 1, 2012.

By actions of the Board of Directors of the Company on Sept. 2,
2010, in consideration for the noteholder (i) agreeing to
subordinate the Credit Agreement to the Third Eye Capital
Corporation Note Purchase Agreement dated Oct. 29, 2010, and (ii)
extending the maturity date of the Revolving Line when due on
July 1, 2011, the Board of Directors agreed:

   (a) to grant Mr. Cagan the option to convert a portion of the
       outstanding principal under the Credit Agreement into
       shares of the Company's common stock at a conversion price
       equal to the prevailing common stock price immediately
       prior to the Sept. 2, 2010, board meeting; and

   (b) to pay Mr. Cagan a fee of 5% of the outstanding balance of
       the Revolving Line, payable in cash or stock at the same
       conversion price and terms.  Upon exercise by the Company
       of the one year extension of the Credit Agreement maturity
       to July 1, 2012, an additional 5% fee was incurred.

On Sept. 30, 2011, Mr. Cagan provided the Company a Notice of
Principal Conversion under the Credit Agreement, converting all of
the outstanding principal eligible for conversion as of Sept. 30,
2011, into AE Biofuels common shares in the amount of $1,452,818.
Mr. Cagan also provided the Company notice that the Credit
Agreement was owned by four note holders: Laird Q. Cagan (27%);
McAfee Capital, LLC (62%); Clyde Berg (6%) and Mougins Capital
(5%).  Pursuant to this conversion of promissory note principal
into common equity, the Company issued approximately 24% of its
outstanding shares (29,056,356 shares) in the form of common stock
of the Company.  The Shares are being issued in a transaction
exempt from registration under the Securities Act of 1933, as
amended, by reason of Regulation D, Rule 506 promulgated
thereunder.

After the conversion of all of the eligible convertible principal
under the Credit Agreement into equity on Sept. 30, 2011, the
remaining principal, interest and fees balance under the Credit
Agreement is $5,165,206.  Future conversions of principal are
specifically limited to (i) a conversion price equal to the
average daily closing AE Biofuels stock price for the 22 trading
days prior to the date of conversion, and (ii) a conversion amount
not to exceed the amount of future interest and fees incurred
under the Credit Agreement, which bears interest at 10% per year.

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs.  The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks.  Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt
about AE Biofuels' ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring losses, and has a
working capital deficit and total stockholders' deficit as of
December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed $20.23
million in total assets, $29.03 million in total liabilities, all
current, and a stockholders' deficit of $8.80 million.


ALCOMA GOLF: Case Summary & 34 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Alcoma Golf, L.P.
        4114 Old William Penn Highway
        Monroeville, PA 15146

Bankruptcy Case No.: 11-26246

Chapter 11 Petition Date: October 6, 2011

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  CALAIARO & CORBETT, P.C.
                  310 Grant Street, Suite 1105
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  E-mail: dcalaiaro@calaiarocorbett.com

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

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

The Company?s list of its 34 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/pawb11-26246.pdf

The petition was signed by Arthur F. Hawk, president.


ALERE, INC: Moody's Says Axis Bid Has No Impact on B1 Corporate
---------------------------------------------------------------
Moody's Investors Service said, Alere's recent announcement that
it intends to buy Axis-Shield PLC is a modest credit positive but
does not have any immediate impact on its B1 Corporate Family
Rating or stable outlook.

RATINGS RATIONALE

The last rating action on Alere was on June 16, 2011, when Moody's
assigned a Ba2 rating to the company's senior secured credit
facilities.

The principal methodology used in rating Alere was the Global
Medical Products & Device Industry Methodology published in August
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.

Alere, Inc., headquartered in Waltham, Massachusetts, operates in
health management, and professional and consumer diagnostics. The
health management business includes disease management, maternity
management, and wellness. Diagnostic products focus on infectious
disease, cardiology, oncology, drugs of abuse and women's health.


ALEXANDER GALLO: Auction on Nov. 7 to Test Bayside Bid
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the sale of Alexander Gallo Holdings LLC, a provider
of court-reporting and litigation-support services, is proceeding
on schedule.

The report relates that the bankruptcy judge in Manhattan
authorized holding an auction on Nov. 7, followed the next day by
a hearing to approve the sale.  Anyone intending to compete with
an affiliate of Bayside Capital Inc. must initially submit a bid
by Nov. 4.

The bankruptcy judge also gave final approval this week for
$20 million in financing from a Bayside affiliate.  Bayside
is obligated to buy the business under a contract valued at
$88 million. The buyer will pay off first-lien debt, forgive
second-lien obligations, and forgive $20 million in financing for
the Chapter 11 case.  Bayside also will pay the cost of curing
contract defaults.  Before bankruptcy, Bayside acquired the
$22 million in second-lien debt.

                    About Alexander Gallo Holdings

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

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

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

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

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


ALLTRUST REALTY: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Alltrust Realty, LLC
        801 Hillen Road
        Towson, MD 21286

Bankruptcy Case No.: 11-29919

Chapter 11 Petition Date: October 5, 2011

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Curtis C. Coon, Esq.
                  COON & COLE, LLC
                  Suite 501
                  401 Washington Avenue
                  Towson, MD 21204
                  Tel: (410) 244-8800
                  Fax: (410) 244-8801
                  E-mail: cccoon@ccclaw.net

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

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

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb11-29919.pdf

The petition was signed by Richard Klemkowski, authorized member.


AMBAC FINANCIAL: To Present Plan for Confirmation Dec. 8
--------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York on Oct. 5, 2011, the Disclosure
Statement explaining the Second Amended Plan of Reorganization of
Ambac Financial Group, Inc.

Judge Chapman held that the Disclosure Statement contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code to enable creditors to make an informed judgment
with respect to the Plan.

In related matters, AFG bankruptcy counsel, Peter A. Ivanick,
Esq., at Dewey & LeBoeuf LLP, in New York, told Judge Chapman
that the company is close to resolving its dispute with the U.S.
Internal Revenue Service over the $7.3 billion net operating
losses or NOLs, Tiffany Kary of Bloomberg News reported.  AFG
would sit down with mediators next week if there's still a
difference between "the bid and the ask" on a settlement, the
lawyer added, according to Bloomberg.

"This is the largest, one of the most complex and complicated
cases I've been involved in," Mr. Ivanick was quoted at the
hearing as saying by Bloomberg.  Mr. Ivanick also congratulated
Anthony Princi, Esq., at Morrison & Foerster LLP, in New York,
counsel for the Official Committee of Unsecured Creditors, for
helping the Debtor negotiate the key terms to the Plan, including
the resolution of the New York Finance Department's tax claim,
Bloomberg related.

                Judge Chapman Overruled Objections,
                    Debtor Files Omnibus Reply

Any objections to the adequacy of the information contained in
the Disclosure Statement to the extent not withdrawn or otherwise
consensually resolved are overruled, Judge Chapman ruled.

Before entry of the Disclosure Statement Order, three pro se
creditors lodged objections to the Disclosure Statement.

In renewed objections, Mrs. Frederick Sam complained that the
Disclosure Statement lacked a full and good faith disclosure of
the valuation of Ambac Assurance Corporation.  The creditor
asserted that AAC has contingent assets that are part of this
value of the estate since the Debtor had an interest in these
contingent assets as of the Petition Date.

Anthony S. Cammarano contended that the new documents in the
Disclosure Statement did not provide any financial information or
other data to allow stockholders to make a judgment about the
Plan or Disclosure Statement.  There is no financial information
about the Debtor's assets, method of establishing accruals or
valuing assets especially those whose values are hard to compare
with similar assets, he stressed.

Wolfgang Drogis alleged that the Plan works against the interests
of equity holders, who fully owned AFG.  A reorganization is not
necessary, he asserted, for the Debtor has much more value than
liabilities.  At this time the best solution for all parties is a
liquidation of AFG under Chapter 7, he proposed.

In an omnibus reply, the Debtor insisted that the Disclosure
Statement contained adequate information pursuant to Section
1125.

Mr. Ivanick asserted that the Second Amended Plan and Second
Amended Disclosure Statement were filed with extensive input from
the Creditors' Committee, AAC, the Office of the Commissioner of
Insurance for the State of Wisconsin, and the rehabilitator for
the segregated account of AAC.  This input pertained to both the
structure and contents of the Second Amended Plan as well as the
information to be included in the Second Amended Disclosure
Statement, he said.

The Debtor has received five objections and one reservation of
rights with respect to the Disclosure Statement.  Notably,
none of the Objections came from a creditor of the Debtor's
estate, Mr. Ivanick pointed out.

With respect to the Reservation of Rights filed by the Securities
Plaintiffs, the U.S. District Court for the Southern District of
New York approved the Stipulation of Settlement, as will be
reflected in the version of the Second Amended Disclosure
Statement distributed for the purpose of soliciting votes on the
Second Amended Plan.  Regardless of the District Court approval,
however, the Reservation of Rights does not raise any concerns
with respect to the adequacy of the Debtor's disclosure that
might prevent the Bankruptcy Court from approving the Second
Amended Disclosure Statement, Mr. Ivanick averred.

The Debtor asserted specific responses to each Objection:

(1) Mrs. Frederick Sam.  Since the filing of Mrs. Sam's objection
   in July 2011, the Debtor has filed two amended disclosure
   statements and exhibits, all of which contain additional
   information.  To address the second Sam Objection, the
   Debtor's financial advisors have already considered AAC's
   potential recovery in these actions and included a
   contraliability in AAC's balance sheet in excess of $2
   billion.  AAC's current value according to generally accepted
   accounting principles is negative and the future recovery of
   the Debtor's creditors through a future residual equity value
   of AAC is uncertain, said Mr. Ivanick.  The Second Amended
   Disclosure Statement discusses the issues critical to AAC's
   residual equity value, as well other risk factors associated
   with creditor recovery.  The disclosure contained therein is
   adequate and does not indicate any possibility of recovery
   for the Debtor's equity, he asserted.

(2) Edward Hosinger.  Contrary to Mr. Hosinger's assertions, the
   Second Amended Disclosure Statement contains financial
   projections and a valuation of the Reorganized Debtor,
   including a discussion of the methodologies and assumptions
   used by the Debtor's financial advisors, Mr. Ivanick pointed
   out.  The current Liquidation Analysis shows the value
   that could be obtained by the Debtor's creditors if the
   Debtor were liquidated and its assets "auctioned in the
   marketplace," as suggested by Mr. Hosinger.  The Second
   Amended Disclosure Statement also outlines the various
   sources of income the Reorganized Debtor will have as it
   exits Chapter 11 and details the various crucial issues
   related to the Debtor's financial position, including the
   status of negotiations with the IRS regarding the NOLs and
   other important settlements between the Debtor and claimants
   or creditors.  Mr. Ivanick also clarified that nothing in the
   Debtor's Schedules of Assets and Liabilities filed on
   December 22, 2010 has changed that would affect the adequacy
   of the Debtor's disclosure, nor is it a requirement that the
   Debtor attach its schedules of assets and liabilities to any
   disclosure statement filed.  The financial analyses performed
   by the Debtor's financial advisors and set forth in the
   Second Amended Disclosure Statement estimate a recovery by
   unsecured creditors of well below 100%.

(3) Wolfgang Drogis.  The Drogis Objections are not objections to
   the adequacy of information contained in the Second Amended
   Disclosure Statement.  Rather, leveling multiple unsupported
   and spurious accusations at the Debtor and its management,
   the Drogis Objections can only be characterized as objections
   to the Plan, not the Disclosure Statement, Mr. Ivanick
   argued.  The Drogis Objections fail to adequately plead the
   assertions leveled, Mr. Ivanick added.

                       Solicitation Schedule

In light of the approval of the Disclosure Statement for Ambac
Financial Group, Inc.'s Second Amended Plan of Reorganization,
Judge Chapman permitted the Debtor to commence solicitation on
the Plan in accordance with approved plan solicitation procedures
and schedule.

The Court fix October 5, 2011, as the record date to determine
for the purposes of determining the creditors and equity interest
holders entitled holders entitled to receive a solicitation
package or a non-voting status notice and to vote on the Amended
Plan.

In order to be counted, each Ballot must be properly executed,
completed, and delivered to Kurtzman Carson Consultants LLC, the
Debtor's voting agent by first-class mail, overnight delivery, or
personal delivery prior to November 23, 2011, at 5:00 p.m.
prevailing Pacific Time.

The Debtor will file its vote certification at least seven days
before the December 8, 2011, confirmation hearing.

The Debtor will publish the Confirmation Hearing Notice, modified
as necessary, in the national edition of the Wall Street Journal
no later than October 12, 2011.

                     Confirmation Hearing

Judge Chapman will convene a hearing to consider confirmation of
the Plan on December 8, 2011.

Objections, if any, to confirmation of the Plan, must be in
writing; state with particularity the legal and factual basis for
the objection; and be filed with the Court, so as to be actually
received before November 23, 2011, at 4:00 p.m.

In the event one or more objections to confirmation of the Plan
are filed, the Debtor may file a single, omnibus reply to those
objections on or before December 2, 2011.

                   Additional Plan Exhibits

In separate filings dated October 4 and 5, 2011, the Debtor
submitted to the Bankruptcy Court exhibits to the Plan,
containing the amended and restated tax sharing agreement and
warrant agreement.

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

  http://bankrupt.com/misc/Ambac_AmTSA.pdf
  http://bankrupt.com/misc/Ambac_WarrantPact.pdf

A full-text copy of the Disclosure Statement Order dated
October 5, 2011, is available for free at:

        http://bankrupt.com/misc/Ambac_Oct5DSOrder.pdf

                        The Chapter 11 Plan

The Debtor filed an amended bankruptcy plan after reaching a
settlement with its Wisconsin regulator, which could avert a
liquidation for what was once the second-largest U.S. bond
insurer.  The amended plan followed an agreement with Wisconsin's
insurance commissioner to resolve tax and other disputes involving
the Ambac Assurance Corp operating unit.

In a statement, the Wisconsin regulator said its accord with Ambac
"recognizes the advantages of reducing uncertainty and avoiding
unnecessary litigation," and allows it to focus on rehabilitating
the segregated account.

Under Ambac's amended bankruptcy plan, holders of secured claims
would be paid in full.  Holders of general unsecured claims would
recover 8.5 cents to 13.2 cents on the dollar, and holders of
$1.25 billion of senior notes would get 11.4 cents to 17.6 cents
on the dollar.  These two groups of creditors would get stock and
warrants in a reorganized Ambac.  If the noteholders accept the
plan, holders of $444.2 million of subordinated notes would get
1.5% of the stock, as well as warrants.

Still unresolved is an Ambac dispute with the Internal Revenue
Service over who gets net operating losses, estimated to total
$6.8 billion as of June 30, to use for tax benefits.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Wins Nod to Tap KCC as Plan Voting Agent
---------------------------------------------------------
Ambac Financial Group, Inc., sought and obtained the bankruptcy
court's permission to employ Kurtzman Carson Consultants LLC as
its voting agent in connection with the solicitation and
confirmation of its Chapter 11 Plan of Reorganization.

As the Debtor's Voting Agent, KCC will perform all tasks relating
to the solicitation of votes and the performance of related
services, as appropriate, including noticing, balloting, and
tabulation services, in furtherance of confirmation of a chapter
11 plan.

As previously reported, KCC also serves as claims and noticing
agent to the Debtor.  KCC will coordinate its personnel to avoid
the duplication of effort and prevent the Debtor's estate from
incurring needless expense.

The fees and expenses of KKC incurred as Voting Agent would be
treated as administrative expense priority claims against the
Debtor's estates and will be paid by the Debtor after the 10th
day after each KCC invoice has been received by the Debtor unless
an objection to the invoice is filed.  In that case, the Debtor
would remit to KKC only the disputed portion of the invoice, and
if applicable, would pay the remainder to KKC upon resolution of
the disputed portion.

Albert Kass, vice president of corporate restructuring services
for KCC -- akass@kccllc.com -- maintains that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN APPAREL: Reports 3% Q3 Increase in Store Sales
-------------------------------------------------------
American Apparel, Inc., reported its comparable store sales
increased 3% for its third quarter ended Sept. 30, 2011, when
compared to the third quarter last year.  Wholesale net sales
increased 10% between the periods.  Total net sales increased 5%
to $141 million in this year's third quarter as compared to net
sales of $134 million in the third quarter last year.  The
increase in total net sales was achieved despite a decline in the
number of stores in operation between the quarterly periods.  At
Sept. 30, 2011, the Company operated 247 stores in 20 countries
compared to 278 stores at the end of the third quarter last year.

Dov Charney, chairman and chief executive officer stated: "We are
pleased with our sales performance this quarter and are encouraged
with the overall strength of our retail, wholesale and online
businesses.  Comparable store sales were positive in both our
store and online channels and we saw a return to solid sales
growth in our wholesale channel.  As we enter what is historically
our strongest quarter of the year, we are optimistic that if
current sales trends continue we will continue to see substantial
improvement in our overall financial performance."

As previously disclosed, beginning this quarter the Company
computes its comparable store sales change by including sales
associated with stores open for over one year together with sales
from its online consumer business.

                       About American Apparel

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

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

The Company's balance sheet at June 30, 2011, showed
$331.66 million in total assets, $279.41 million in total
liabilities, and $52.25 million in total stockholders' equity.

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

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

                        Going Concern Doubt

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

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

The Company incurred a loss from operations of $13,091,000 for the
three months ended March 31, 2011, compared to a loss from
operations of $21,556,000 for the three months ended March 31,
2010.  The current operating plan indicates that losses from
operations may be incurred for all of fiscal 2011.

"If we are not able to timely, successfully or efficiently
implement the strategies that we are pursuing to improve our
operating performance and financial position, obtain alternative
sources of capital or otherwise meet our liquidity needs, we may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code," the Company said following its first quarter
results.


AMR CORP: Experts See Merger With USAir in Bankruptcy
-----------------------------------------------------
Reuters' Kyle Peterson and John Crawley report that troubles at
American Airlines, a unit of AMR Corp, could bring the airline
closer to a merger with US Airways, especially if American opts to
restructure in bankruptcy someday, experts say.  Although most
analysts do not expect the third-largest U.S. carrier to
restructure in court, some said a speedy, prepackaged bankruptcy
could slash AMR's labor costs and position it for consolidation,
even if that is not the carrier's intention.

Four of the six carriers involved in the last three big U.S.
airline mergers were in bankruptcy or used it to position
themselves for deals.

Reuters relates American declined to comment on potential mergers
and said that bankruptcy was "not our goal," but the No. 3 U.S.
carrier did not explicitly rule out a Chapter 11 filing or even
distance itself much from the possibility.

Reuters also notes US Airways declined to talk about how problems
at American might impact a strategic outlook framed by
consolidation. But the company's pro-consolidation stance is well-
documented.

                       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.


ANOINTED WORD: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Anointed Word International Ministries
        3434 West 159th Street
        Markham, IL 60428

Bankruptcy Case No.: 11-40574

Chapter 11 Petition Date: October 5, 2011

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Thomas W. Goedert, Esq.
                  NEAL & LEROY LLC
                  203 N. LaSalle Street, Suite 2300
                  Chicago, IL 60601
                  Tel: (312) 641-7144
                  Fax: (312) 641-5137
                  E-mail: tgoedert@nealandleroy.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 nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-40574.pdf

The petition was signed by Rev. Dr. Jacqueline E. Anderson,
founder/CEO/pastor.


APPLETON PAPERS: VP Macdonald Leaves Due to "Job Elimination"
-------------------------------------------------------------
Appleton Papers Inc. announced that Sarah T. Macdonald, vice
president and general manager - Carbonless/Security, will be
leaving the Company as a result of job elimination.
Ms. Macdonald's departure is effective Oct. 3, 2011.

                       About Appleton Papers

Appleton Papers Inc. is a 100%-owned subsidiary of Paperweight
Development Corp.  Appleton Papers Inc. --
http://www.appletonideas.com/-- headquartered in Appleton,
Wisconsin, produces carbonless, thermal, security and performance
packaging products.  Appleton has manufacturing operations in
Wisconsin, Ohio, Pennsylvania, and Massachusetts, employs
approximately 2,200 people and is 100% employee-owned.

The Company's balance sheet at July 3, 2010, showed
$633.02 million in total assets, $782.05 million in total
liabilities, $102.52 million in redeemable common stock,
a $159.39 million in accumulated deficit, and a $92.16 million
accumulated other comprehensive loss.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating from
Standard & Poor's.


APPLIED MINERALS: Amends Annual and Quarterly Reports
-----------------------------------------------------
Applied Minerals, Inc., filed amendments to its annual report and
quarterly reports to include the reclassification of debt discount
to deferred financing and the reclassification of other
liabilities to long-term liabilities.  The Company filed the
amendments to include correct certifications required by Rule 13a-
14(a).

The Company's restated balance sheet at Dec. 31, 2010, showed
$4.21 million in total assets, $5.77 million in total liabilities
and a $1.56 million total stockholders' deficit, compared with
$4.07 million in total assets, $5.63 million in total liabilities,
and stockholders' deficit of $1.56 million.

A full-text copy of amended Annual Report for the year ended
Dec. 31, 2010, is available for free at http://is.gd/r9w94v

A full-text copy of the amended March 31 Quarterly Report is
available for free at http://is.gd/0Dcmix

A full-text copy of the amended June 30 Quarterly Report is
available for free at http://is.gd/LzCLL1

                       About Applied Minerals

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

The Company reported a net loss of $4.77 million for 2010,
compared with a net loss of $6.77 million for 2009.  The Dragon
Mine property has yet to produce any significant revenue and, as
such, the Company generated no gross profit for the twelve months
ended Dec. 31, 2010, and 2009.

As reported by the TCR on April 28, 2011, PMB Helin Donovan, LLP,
in Spokane, Washington, after auditing the Company's financial
statements for the year ended Dec. 31, 2010, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has an accumulated
deficit from operations and a net deficiency in working capital.

Applied Minerals in its Form 10-Q acknowledged that it has
incurred material recurring losses from operations.  At March 31,
2011, the Company had aggregate accumulated deficits prior to and
during the exploration stage of $33,239,435, in addition to
limited cash and unprofitable operations.  For the period ended
March 31, 2011 and 2010, the Company sustained net losses before
discontinued operations of $1,343,240 and $1,084,299,
respectively.  These factors indicate that the Company may be
unable to continue as a going concern for a reasonable period of
time, according to the quarterly report.


BIOVEST INTERNATIONAL: To Seek Regulatory Approval for BiovaxID
---------------------------------------------------------------
Biovest International, Inc., a majority-owned subsidiary of
Accentia Biopharmaceuticals, Inc., announced that it has started
the process to conduct clinical pre-filing discussions with
various regulatory agencies including Health Canada, the U.S. Food
& Drug Administration and the European Medicines Agency.  The
first agency meeting is confirmed and on the calendar with other
meetings expected to follow.  The meetings will focus on the
Company's plans to seek regulatory approval for BiovaxID,
Biovest's personalized cancer vaccine initially targeting
follicular lymphoma, and will help determine the next steps and
requirements in the process.  The Company expects to discuss
various regulatory approaches to facilitate the submission of
marketing applications at the earliest possible date.

To further discuss this strategy, Biovest is scheduled to present
at the MD Becker Partners Cancer Immunotherapy Conference at the
New York Academy of Medicine at 9:00 a.m. EDT, and the
presentation will be webcast with the live and archived versions
of the broadcast available at the Media Center on Biovest's
corporate Web site at http://www.Biovest.com.

Biovest's President, Mr. Samuel S. Duffey, stated, "As a highly-
personalized active immunotherapeutic, BiovaxID does not induce
immunosuppression, and spares patients from the serious potential
side effects related to extended immunosuppression or radiation
exposure.  BiovaxID represents a potentially novel option for
consolidation therapy that in our Phase 3 clinical trial was
demonstrated to be safe and effective in treated patients.
Utilizing a protein present only on cancerous B-cells, the
effectiveness of BiovaxID is unlikely to be compromised when tumor
cells become resistant to, or escape from existing therapies.
Because of its mode of action, safety, efficacy and targeted
nature, BiovaxID may indeed be a nearly ideal consolidation agent
for follicular lymphoma.  We anticipate that these upcoming pre-
filing clinical meetings will prelude additional manufacturing
(CMC) meetings with the respective agencies. We look forward to
each agency's collective feedback, as their input and guidance
will be critical to our regulatory strategy."

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

                       http://is.gd/4dz4w1

                    About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection on Nov. 10, 2008 (Bankr. M.D. Fla. Case
No. 08-17796).

As reported in the Troubled Company Reporter on Nov. 19, 2010,
Biovest emerged from Chapter 11 protection, and its reorganization
plan became effective, on Nov. 17, 2010.

The Company's balance sheet at June 30, 2011, showed $6.7 million
in total assets, $37.9 million in total liabilities, and a
stockholders' deficit of $31.2 million.

As of June 30, 2011, the Company had an accumulated deficit of
approximately $159.3 million and working capital of approximately
$1.2 million.  This figure does not include those liabilities
which are subject to compromise through the Company's Chapter 11
proceedings, the ultimate outcome of which is expected to be
determined by the Court prior to the quarter ending March 31,
2012.

As reported in the Troubled Company Reporter on Dec. 20, 2010,
Cherry, Bekaert & Holland, L.L.P., in Tampa, Fla., expressed
substantial doubt about Biovest International's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Sept. 30, 2010.  The independent auditors
noted that the Company incurred cumulative net losses since
inception of roughly $149 million and cash used in operating
activities of roughly $2.7 million during the two years ended
Sept. 30, 2010, and had a working capital deficiency of roughly
$79.6 million at Sept. 30, 2010.


BLOCKBUSTER INC: Canadian Unit's Chapter 15 Case Dismissed
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. side of the unsuccessful reorganization of
the Canadian affiliate of Blockbuster Inc. ended last week when
the Chapter 15 case was dismissed by the bankruptcy judge in New
York.  Where the U.S. company sold assets in April to Dish Network
Corp. under a contract with a $320 million sticker price, the
Canadian affiliate couldn't even find a liquidator to run going-
out-of-business sales.  Consequently, the Canadian company self-
liquidated.  The reason for having a Chapter 15 case for the
Canadian side evaporated when the Canadian receiver was able to
work out arrangements to use Blockbuster trademarks while the
liquidation proceeded.  Dish didn't buy the Canadian operation,
although it did keep 1,500 U.S. stores in operation.

                     About Blockbuster Canada

Blockbuster Canada Co., an indirect subsidiary of Blockbuster
Inc., has operated video rental stores in Canada using the
Blockbuster trademarks since 1990.  It employs roughly 4,000
employees in more than 400 stores across 10 Canadian provinces.
Blockbuster Canada's corporate head office is located in
Etobicoke, Ontario.

Blockbuster Canada went into receivership in Canada on May 3,
2011.  Grant Thornton Limited was appointed by the Ontario
Superior Court of Justice.

Michael Creber, on behalf of Grant Thornton Ltd., commenced a
Chapter 15 case for Blockbuster Canada (Bankr. S.D.N.Y. Case No.
11-12433) in Manhattan on May 20, 2011, to seek the U.S. court's
recognition of the receivership proceedings in Canada.  Robert J.
Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as
counsel for Grant Thornton.  Blockbuster Canada is estimated to
have $50 million to $100 million in assets and liabilities.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  "Old" Blockbuster changed
its name to BB Liquidating Inc. following the sale.


BMB MUNAI: Deregisters Convertible Senior Notes Due 2012
--------------------------------------------------------
BMB Munai, Inc., filed with the U.S. Securities and Exchange
Commission a Post-Effective Amendment No. 1 to its Form S-3
registration statement, which was declared effective by the SEC on
Jan. 25, 2008.  The Registration Statement registered for resale
by the selling security holders the Company's $60,000,000 5.0%
Convertible Senior Notes Due 2012, which were subsequently amended
and designated as the Company's $61,399,800 10.75% Convertible
Senior Notes Due 2013, and the shares of the Company's common
stock, $0.001 par value per share, into which the Notes were
convertible.

The Notes have been repaid and redeemed in full prior to any
conversion of the Notes into Common Stock.  As a result, the
offering contemplated by the Registration Statement has terminated
and the Company's obligation to maintain effective with the SEC
the Registration Statement covering the resale of the Notes and
the underlying Common Stock has terminated.

In accordance with the undertaking of the Company in the
Registration Statement to remove from registration, by means of a
post-effective amendment, any and all of the securities which
remained unsold at the termination of the offering, the Company
filed the Post-Effective Amendment to remove from registration the
Notes and the Common Stock registered under the Registration
Statement which remained unsold at the termination of the
offering.

                          About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.

The Company realized a loss from continuing operations of
$15.1 million during fiscal year 2011 compared to $10.7 million
during fiscal year 2010.  This 41% increase in loss from
continuing operations was primarily attributable to increased
general and administrative and interest expense and the foreign
exchange loss of $415,803 incurred during fiscal year 2011.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, said that as a
result of the pending sale of Emir Oil LLP, BMB Munai will have no
continuing operations that result in positive cash flow, which
raise substantial doubt about its ability to continue as a going
concern.

The Company did not generate any revenue during the fiscal years
ended March 31, 2011, and 2010, except from oil and gas sales
through Emir Oil.

The Company's balance sheet at June 30, 2011, showed
$326.89 million in total assets, $103.95 million in total
liabilities, and $222.93 million in stockholders' equity.

                        Bankruptcy Warning

The Company has disclosed that if it does not complete the sale,
it will not have sufficient funds to retire the restructured
Senior Notes when they become due.  "In this event, we would
likely be required to consider liquidation alternatives, including
the liquidation of our business under bankruptcy
protection," the Company said.


BORDERS GROUP: Disclosure Statement Hearing on Nov. 10
------------------------------------------------------
Borders Group, Inc. and its debtor affiliates ask Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York to approve the disclosure statement accompanying the
Joint Plan of Liquidation filed by the Debtors and the Official
Committee of Unsecured Creditors.

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, insists that the Disclosure Statement provides
holders of Claims and Interests in the Plan with adequate
information to allow them to make an informed judgment to accept
or reject the Plan.

The Court will consider approval of the Disclosure Statement on
Nov. 10, 2011.

Objections to the Disclosure Statement must be in writing and
must be filed with the Court so as to be received no later than
Nov. 3, 2011 by these parties:

  * Counsel for the Debtor
    KASOWITZ, BENSON, TORRES & FRIEDMAN LLP
    Attn: David M. Friedman, Esq.,
          Andrew K. Glenn, Esq.,
          Jeffrey R. Gleit, Esq.
    1633 Broadway
    New York, New York 10019

  * The Office of the United States Trustee for Region 2
    Attn: Tracy Davis, Esq.
          Linda Riffkin, Esq.
    33 Whitehall Street
    21st Floor
    New York, New York 10004

  * Counsel for the Official Committee of Unsecured Creditors
    LOWENSTEIN SANDLER PC
    Attn: Bruce D. Buechler, Esq.
          Paul Kizel, Esq.
    65 Livingston Avenue
    Roseland, New Jersey 07068
    Attn: Bruce S. Nathan, Esq.
    1251 Avenue of the Americas
    New York, New York 10020

The Debtors also seek permission from the Court to commence
solicitation of the Joint Plan of Liquidation pursuant to a
proposed schedule and protocol.

The Debtors ask the Court to fix November 10, 2011 as the record
date for purposes of determining which creditors and equity
security holders are entitled to receive solicitation materials
and ballots for voting on the Plan.

The Debtors propose to mail or cause to be mailed on or before
November 16, 2011 to all holders of claims and equity interests
entitled to vote on the Plan solicitation packages containing:

  (1) a notice of hearing with respect to confirmation of the
      Plan, scheduled for December 19, 2011; and

  (2) a Ballot with a pre-addressed return envelope.

Each Ballot must be properly executed, completed, and delivered
to the Voting Agent, so as to be received by the Voting Agent no
later than 5:00 p.m. (prevailing Eastern Time) on
December 9, 2011, at either of these addresses:

  Via first class mail:

  The Garden City Group, Inc.
  Attn: Borders Group, Inc.
  P.O. Box 9690
  Dublin, Ohio 43017-4990

  Via overnight courier or hand-delivery:

  The Garden City Group, Inc.
  Attn: Borders Group, Inc.
  5151 Blazer Parkway, Suite A
  Dublin, Ohio 43017-4887

                       The Liquidating Plan

As reported in the Troubled Company Reporter  on Oct. 6, 2011,
Borders Group, Inc. and its debtor affiliates and the Official
Committee of Unsecured Creditors submitted to Judge Martin Glenn
of the U.S. Bankruptcy Court for the Southern District of New York
a Joint Plan of Liquidation and accompanying disclosure statement
on October 3, 2011.

BGI President Holly Felder Etlin relates that the purpose of the
Plan is to liquidate, collect, and maximize the Cash value of the
remaining assets of the Debtors and make distributions in respect
of any Allowed Claims against the Debtors' estates.  The Plan is
premised on the satisfaction of Claims through creation of a
Liquidating Trust and distribution of the proceeds raised from
the sale and liquidation of the Debtors' remaining assets, claims
and causes of action, she says.

The Plan designates five classes of claims and interests in the
Debtors' case and provides for the treatment of each claim class:

             Claim/Equity          Entitled to    Estimated
  Class      Interest                 Vote        Recovery
  -----   ---------------------    -----------    ----------
  N/A     Administrative Claims        No           100%
  N/A     Priority Tax Claims          No           100%
   1      Priority Non-Tax Claims      No           100%
   2      Secured Claims               No           100%
   3      General Unsecured Claims     Yes         [___%]
   4      Equity Interests             No             0%
   5      Intercompany Claims          No             0%

Full-text copies of the Plan and Disclosure Statement are
available for free at:

        http://bankrupt.com/misc/Borders_Oct3Plan.pdf
         http://bankrupt.com/misc/Borders_Oct3DS.pdf

                      Liquidating Trust Pact

The Debtors and the Official Committee of Unsecured Creditors
filed with the Court on October 4, 2011, an exhibit to the Joint
Plan of Liquidation, containing the liquidating trust agreement.

Pursuant to the Plan, the trust is established for the purpose of
collecting, distributing and liquidating the assets of the
Debtors for the benefit of the beneficiaries in accordance with
this agreement and the Plan with no objective to continue or
engage in the conduct of a trade or business, except to the
extent reasonably necessary to, and consistent with, the
liquidating purpose of the Trust.

A full-text copy of the Liquidating Trust Agreement is available
for free at:

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

                       About Borders Group

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BORDERS GROUP: Asks for Plan Filing Exclusivity Until Jan. 12
-------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Borders Group
Inc. and its affiliates ask the Court to extend:

(i) their exclusive deadline to file a Chapter 11 plan through
     and including Jan. 12, 2012, and

(ii) their exclusive period to solicit acceptances of that plan
     through and including March 12, 2011.

After extensive negotiations with the Official Committee of
Unsecured Creditors, on Oct. 3, 2011, the Debtors and the
Creditors' Committee filed their Chapter 11 Plan of Liquidation.
The hearing on the Disclosure Statement is scheduled for
November 10, 2011 and the proposed confirmation hearing is
scheduled for December 19, 2011.  Because the Debtors and
Creditors' Committee have already filed their Chapter 11 Plan
prior to the expiration of the Exclusive Filing Period, which is
on October 14, 2011, the Debtors are filing this request out of
an abundance of caution.

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, relates that the Debtors have made significant
progress in the administration of these Chapter 11 cases since
the Petition Date, including:

  (1) The Debtors sought Court approval of a sale of their
      business as a going concern to a stalking horse bidder or,
      in the alternative, approval of an agency agreement with a
      third party liquidator to conduct going out of business
      sales at all of the Debtors' remaining store locations.
      On July 21, 2011, the Court entered an order approving the
      Agency Agreement among the Debtors and Hilco Merchant
      Resources, LLC, Gordon Brothers Retail Partners, LLC, SB
      Capital Group, LLC, Tiger Capital Group, LLC and Great
      American Group, LLC.  Pursuant to the Agency Agreement,
      the Agent has held store closing sales at all of the
      Debtors' remaining locations.  These sales were all
      completed on or about September 21, 2011.

  (2) The Debtors received Court approval of bidding procedures
      and conducted auctions for their remaining leases and
      certain of their intellectual property assets.  Beginning
      on September 8, 2011, the Court entered multiple orders
      approving the sale or termination of multiple of the
      Debtors' unexpired non-residential real property leases
      for $220,000, plus the waiver of certain claims against
      the Debtors.  Beginning on September 22, 2011, the Court
      entered further orders approving the sale or termination
      of additional unexpired non-residential real property
      leases, plus the waiver of certain claims against the
      Debtors.  On September 14, 2011, the Debtors held a
      successful auction and sold many of their most valuable
      intellectual property assets, primarily to Barnes & Noble,
      Inc.  The Court approved the sale of these assets on
      September 27, 2011.

  (3) The Debtors worked cooperatively with their creditors in
      formulating the Chapter 11 Plan, which they filed jointly
      with the Creditors' Committee on Oct. 3.  The Debtors will
      continue to fine-tune the Chapter 11 Plan and solicit
      feedback from the key parties in these Chapter 11 cases
      prior to the confirmation hearing.  Moreover, the Debtors
      are still in the process of winding down their businesses
      and selling their remaining assets.

Although the Debtors filed the Chapter 11 Plan on October 3,
2011, the current confirmation hearing is outside of the Debtor's
Solicitation Period, which will expire on December 13, 2011.  A
party may file a competing plan after the current Solicitation
Period, Mr. Friedman states.  "The filing of plans by third
parties, or even the mere threat of such a filing, would serve no
purpose other than to introduce delay and additional
administrative expenses to these cases without any commensurate
benefits.

Borders Senior Vice President for Restructuring, Holly Felder
Etlin, added in an accompanying declaration, "Any such plan or
plans could not realistically offer a greater return to creditors
than that which the Debtors propose under the Chapter 11 Plan."

Thus, "It is crucial to preserve the Debtors' exclusive right to
file a plan because if a competing plan were to be filed in close
proximity to the confirmation hearing, it would certainly delay
and possibly derail the Plan Proponents' efforts to solicit
support for the Chapter 11 Plan," Mr. Friedman avers.

Mr. Friedman clarifies that granting an extension of the
Exclusive Periods will not give the Debtors unfair leverage over
creditor constituencies and indeed is being used to address their
preferences.  On the contrary, the extension will afford the
Debtors an opportunity to maximize the recovery to all creditors,
he stresses.  Because processes are still unfolding which will be
key to the confirmation of the Chapter 11 Plan, the Debtors
require more time to focus substantially all of their efforts on
confirmation of the Chapter 11 Plan, he says.  He assures the
Court the Debtors are current on their administrative obligations
and continue to pay their bills as they come due.

Judge Glenn will consider the Debtors' request on October 18,
2011.  Objections are due no later than Oct. 11

Judge Glenn entered a bridge order extending the Debtors'
Exclusive Periods until the time as the Court has entered an
order determining the proposed extension.

                       About Borders Group

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BORDERS GROUP: CP Ombudsman Report Hearing Moved to Oct. 18
-----------------------------------------------------------
Bankruptcy Judge Martin Glenn rescheduled a hearing from Oct. 11,
2011 to Oct. 18, 2011 concerning the supplemental report filed by
Michael St. Patrick Baxter, the court-approved consumer privacy
ombudsman.  Borders Group, Barnes & Noble, Inc., or any other
party in interest, may file a written response to the Supplemental
Report on or before October 14, 2011.

The Consumer Privacy Ombudsman and any party-in-interest that
files a written response will be heard at the hearing.  The
Consumer Privacy Ombudsman may appear at the hearing by
telephone.  Counsel for the Debtors will make telephonic
arrangements for the hearing.  The Court will consider at the
hearing whether any further communications should be required
with persons for whom personally identifiable information or PII
was transferred to Barnes & Noble.

In an October 7, 2011 letter, Barnes & Noble's counsel, Paul H.
Zumbro, Esq., at Cravath, Swaine & Moore LLP, in New York,
informed the Court that certain technical, operational and other
difficulties have precluded Barnes & Noble from complying with
one of the requirements of the IP Assets Sale Order dated
Sept. 27, 2011.

Mr. Zumbro disclosed that the database containing the e-mail
addresses of those Borders customers who had previously opted out
of receiving marketing materials from Borders is separate from
the database containing the e-mail addresses of the Borders
customers who have not opted out.  He stated that the databases
for the Marketing Opt-Out Customer e-mail addresses and for the
Non-Marketing Opt-Out Customer e-mail addresses are maintained by
two separate vendors of Borders.  Despite repeated requests by
Barnes & Noble, new hardware purchases by B&N to allow the
transfer and other efforts by B&N to facilitate the transfer, the
database containing the e-mail addresses of the Marketing Opt-Out
Customers has not yet been transferred to B&N, he pointed out.
Accordingly, Barnes & Noble remains unable to send to the
Marketing Opt-Out Customers the e-mail opt-out notice that the
Order requires to be sent by after the closing date of the sale
of the Borders IP assets to Barnes & Noble (which occurred on
September 30, 2011), he said.  The opt-out notice however was
timely sent to the Non-Marketing Opt-Out Customers, whose e-mail
addresses were transferred to Barnes & Noble at the closing, he
told Judge Glenn.

In addition, Barnes & Noble has been informed by the e-mail
service provider that transmits the opt-out notice that certain
industry self-regulatory protocols and related operational
constraints may make it impractical to send a nonpermission-based
e-mail to customers, including the Marketing Opt-Out Customers
who have elected not to receive those e-mails, Mr. Zumbro
related.  Thus, it may be necessary to treat the Marketing Opt-
Out Customers in the same manner as Borders customers whose e-
mail address is not live are treated under the Sale Order or to
implement some other mechanism to address this problem, he said.

The interested parties are working to resolve the issues and
other concerns that have been raised in a mutually satisfactory
manner, Mr. Zumbro told the Court.  Barnes & Noble expects to
notify the Court once that has occurred and to seek any
appropriate relief at that time.

                       About Borders Group

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BOYD BROTHERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Boyd Brothers, Inc.
        425 East 15th Street
        Panama City, FL 32405

Bankruptcy Case No.: 11-50536

Chapter 11 Petition Date: October 7, 2011

Court: U.S. Bankruptcy Court
       Northern District of Florida (Panama City)

Debtor's Counsel: Edward J. Peterson, III, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 E. Madison St., #200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: epeterson.ecf@srbp.com

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

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

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

The petition was signed by James A. Boyd, Jr., president.


CARESTREAM HEALTH: Bank Debt Trades at 18% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Carestream Health,
Inc., is a borrower traded in the secondary market at 81.80 cents-
on-the-dollar during the week ended Friday, Oct. 7, 2011, a drop
of 2.58 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 22, 2017, and
carries Moody's B1 rating.  The loan is one of the biggest gainers
and losers among 96 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

                      About Carestream Health

Carestream Health, Inc., headquartered in Rochester, New York is a
supplier of imaging and IT systems to the medical and dental
communities and, also, to other markets.  Formerly operating as
the Health Group division of Eastman Kodak, the company was
acquired by Toronto-based Onex Corporation and Onex Partners II LP
in early 2007.  For the twelve months ended Sept. 30, 2010,
Carestream had revenues of $2.3 billion.

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's affirmed the 'B1' corporate family rating of Carestream
Health, Inc.  Concurrently, Moody's assigned a 'B1' to the
proposed $2 billion credit facility including a $150 million first
lien senior secured revolver and a $1.85 billion first lien term
loan.  Proceeds of the proposed credit facility will be used to
retire the existing first and second lien credit agreements and
pay a $200 million dividend to equity sponsor, Onex.  The outlook
for the ratings is stable.

The 'B1' corporate family rating is supported by the company's
leading market position, large revenue base and diversified global
operations.  The ratings outlook could improve if the company is
able to more than offset the decline in the film business with
growth in its other businesses such that the company demonstrates
sustained revenue and profitability growth.

The TCR also reported that Standard & Poor's assigned its 'BB-'
issue-level rating (one notch above the company's corporate credit
rating) to Rochester, N.Y.-based Carestream Health, Inc.'s
proposed new $2 billion senior secured credit facility.  The
recovery rating is '2', indicating S&P's expectation of
substantial (70%-90%) recovery in the event of a default scenario.
S&P expects the company to use the proceeds to refinance existing
debt and pay a $200 million dividend to sponsor Onex Corp.  The
proposed facility includes a $150 million revolver.  At the same
time, S&P affirmed Carestream's 'B+' corporate credit rating.  The
outlook is stable.

"The ratings on Carestream reflect S&P's expectation that the
company is likely to maintain its operating margin of around 20%
despite the challenging long-term outlook for the analog medical
imaging industry," said Standard & Poor's credit analyst Sarah
Wyeth.  S&P believes modest capital expenditures will enable the
company to continue to generate good free cash flow and gradually
pay down debt.


CASCADE BANCORP: Names Terry Zink as Chief Executive Officer
------------------------------------------------------------
Cascade Bancorp and Bank of the Cascades, a wholly-owned
subsidiary of Bancorp, named Terry E. Zink Chief Executive Officer
effective Jan. 1, 2012, subject to regulatory approval.

Zink most recently served as President and Chief Executive Officer
of Fifth Third Bank Chicago, an affiliate of the Fifth Third
Bancorp network.  He was also responsible for the oversight of the
other 18 affiliates within the Bank network and the strategic
oversight of the Retail and Small Business Banking lines.  Prior
to joining Fifth Third Bank, Zink served nearly 17 years with
Wells Fargo & Company in several senior management positions in
California and Arizona.

As President and Chief Executive Officer of Fifth Third Bank
Chicago, Zink managed the Bank's strategic growth throughout
Chicago and Northern Indiana.  This role included overseeing
operations of approximately 1,900 employees, 190 branches, and
more than $12 billion in assets.  His experience also includes
oversight of commercial and retail banking, small business,
mortgage and private banking.

Throughout his career Zink has maintained a commitment to
supporting the development of strong communities.  In support of
this commitment, he has been instrumental in implementing banking
programs designed to make a positive impact on the people and
neighborhoods they serve.

Mr. Zink's acceptance of the Chief Executive Officer position
concludes an extensive nationwide search to succeed Patricia L.
Moss, the Company's current Chief Executive Officer.  Moss
announced in July 2011 her intent to retire in July 2012.  After
Zink assumes the responsibilities of Chief Executive Officer, Moss
will continue to serve on the Company's Board of Directors, will
remain active in the community and will assist Zink in providing a
smooth transition period for customers, shareholders and employees
until her retirement.

Cascade Bancorp Chairman Gary Hoffman commented, "We are very
pleased to have Terry Zink join our company in this leadership
role.  His experience, strengths and expertise will provide valued
leadership as we continue to grow our company while responding to
financial needs and opportunities in our markets."  Hoffman
continued, "We remain very appreciative of Patricia Moss's
leadership as CEO for the past thirteen years and recognize her
achievements and contribution on behalf of Bank of the Cascades.
Additionally, we are pleased she will be available to work
together with Mr. Zink until her retirement date to ensure a
successful transition."

Zink earned his Bachelor of Arts degree in business management
from Saint Mary's College of California in Moraga, California.
His long history of community commitment and involvement have most
recently included Chairman of the Metro Chicago Heart Walk
(American Heart Association),  Board of Trustees for Adler
Planetarium and Advocate Charitable Foundation, as well as the
Board of Directors of Chicago Chamber of Commerce.

                       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.


CATASYS INC: Inks $680,000 Securities Purchase Pact with D. Smith
-----------------------------------------------------------------
Catasys, Inc., on Oct. 5, 2011, entered into a Securities Purchase
Agreement with David E. Smith, for $680,000 and issued a senior
secured convertible note and a warrant to purchase an aggregate of
2,615,385 shares of the Company's common stock, par value $0.0001
per share, at an exercise price of $0.32 per share.  The exercise
price and number of shares of Common Stock of the Warrant are
subject to adjustment for financings and share issuances below the
initial exercise price.

The Agreement contains customary affirmative covenants for
facilities of this type, including covenants pertaining to
financial information, notices of default, maintenance of business
and insurance, collateral matters, and compliance with laws, as
well as customary negative covenants for facilities of this type,
including restrictions on the disposition of assets.

The Note matures on Jan. 5, 2012, and bears interest at an annual
rate of 12% payable in cash at maturity, prepayment or conversion.
The Note and any accrued interest are convertible at the holder's
option into common stock or the next financing the Company enters
into in an amount of at least $2,000,000.  The conversion price
for the Note is equal to the lower of (i) $0.26 per share of
Common Stock, and (ii) the lowest price per share of Common Stock
into which any security is convertible in any Qualified Financing.
The Note is secured by a first priority security interest in all
assets of the Company on a pari passu basis with the holder of the
secured note issued by the Company on Aug. 17, 2011.

Effective Oct. 5, 2011, the Company entered into a Consent
Agreement with Socius Capital Group, LLC, an affiliate of Terren
S. Peizer, chairman and chief executive officer of the Company,
and David E. Smith.  The Consent Agreement provided that the
maturity date of the the Socius note be extended to Jan. 5, 2011,
and provided that consent to the Socius Note and the Note be
secured by a first priority security interest in all assets of the
Company on a pari passu basis.

                        About Hythiam, Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

The Company reported a net loss of $19.99 million on $448,000 of
total revenues for the twelve months ended Dec. 31, 2010, compared
with a net loss of $9.15 million on $1.53 million of total
revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed $3.48 million
in total assets, $4.13 million in total liabilities, and a
$652,000 total stockholders' deficit.

Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2010.


CLAIRE'S STORES: Bank Debt Trades at 16% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 83.82 cents-
on-the-dollar during the week ended Friday, Oct. 7, 2011, a drop
of 1.40 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 29, 2014, and
carries Moody's B3 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 96 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Claire's Stores

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

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

                          *     *     *

Claire's Stores, Inc., reported a net loss of $29.74 million on
$704.99 million of net sales for the six months ended July 30,
2011, compared with a net loss of $20.64 million on $656.31
million of net sales for the same period a year ago.

The Company's balance sheet at July 30, 2011, showed $2.83 billion
in total assets, $2.87 billion in total liabilities, and a $40.81
million stockholders' deficit.

                          *     *     *

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

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


CLEAR CHANNEL: Bob Pittman Named Chief Executive Officer
--------------------------------------------------------
CC Media Holdings, Inc., announced that Bob Pittman will become
its Chief Executive Officer.  Mr. Pittman joined Clear Channel in
November 2010 as an investor and the Company's Chairman of Media
and Entertainment Platforms.  MR. Pittman will join the Board of
Directors of CC Media Holdings, Inc., and Clear Channel
Communications, Inc.; in addition, he will join the Board of
Directors of Clear Channel Outdoor Holdings, Inc., as its
Executive Chairman.  These appointments are effective immediately.

"On behalf of the Board of Directors, I want to express how
delighted I am that Bob has accepted this position," said Mark
Mays, Chairman of Clear Channel Media Holdings.  "He has been an
invaluable contributor to Clear Channel Radio since last November,
and he is the perfect person to take Clear Channel to the next
level.  I look forward to his leadership of our company."

"Bob Pittman brings a long history as a brilliant innovator and
brand builder - from his days as a very successful radio
programmer, creator of MTV and CEO of MTV Networks to his work
helping to drive the phenomenal growth of AOL and his successful
investments in other digital, media and technology companies.  He
has already generated a renewed sense of confidence and direction
not only at Clear Channel, but across the entire radio and media
landscape," said Scott Sperling, Co-President of THL Partners.

"I'm thrilled we were able recruit Bob into the CEO role at Clear
Channel.  He is the perfect fit to lead this incredibly powerful
media platform.  He embraces creativity, and has given employees
the motivation and freedom to innovate, take risks and succeed,"
said John Connaughton, Managing Director of Bain Capital.  "He
thinks big, is not afraid of change and is intensely focused on
driving new businesses, expanding our creative talent and
maximizing the full value of Clear Channel's extraordinary assets,
ideas and people."

Mr. Pittman's appointment comes on the heels of several industry-
leading achievements by Clear Channel Radio this past year.  In
March, the company acquired digital music company Thumbplay for
its state-of-the-art technologies as well as its technology and
product teams.  Last week, Clear Channel hosted the iHeartRadio
Music Festival, the largest live concert event in radio history,
which marked the official launch of the New iHeartRadio, which
combines more than 850 of the nation's most popular live broadcast
and digital-only radio stations from 150 cities with user-created
Custom Stations.  iHeartRadio was one of the few highlighted new
products at Facebook's f8 conference on September 22nd, where it
was recognized for its technology and cutting-edge social
integration.

Additionally, Clear Channel has demonstrated its unique national
promotional capabilities through significant relationships with
record labels and social media leaders, and forging relationships
with partners like Microsoft, Facebook, Zynga, Toyota and HP that
reach further and deeper than advertising.

"Over the past year, I've had the unique opportunity to look at
the Clear Channel people and assets up close and have found myself
increasingly drawn to the company, to the point where the chance
to get even more deeply involved has just become irresistible,"
said Pittman.  "I know first-hand that we have great people and
the assets that allow them to do great things.  We are so much
more than just transmitters and broadcast towers - we leverage our
local brands, personalities, strategic relationships and
programming expertise to create unique experiences that forge real
connections with consumers across our multiple platforms."

Mr. Pittman continued, "I look forward to continuing to work
closely with John Hogan and the Clear Channel Radio team to grow
our company as we strengthen relationships with our consumers,
advertisers, artists, labels and partners, nationally and locally
- and I'm excited by the opportunity to work with Ron Cooper and
William Eccleshare to help them make the most of our outdoor
advertising potential by tapping into Clear Channel's assets as a
whole.  I believe we have the technologies, the physical
infrastructure, the content and, most importantly, the people to
market to consumers better than any other media company in the
world."

A full-text copy of the Form 8-K announcing the appointment is
available for free at http://is.gd/0Nyizr

                   About CC Media and Clear Channel

San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO)
-- http://www.ccmediaholdings.com/-- is the parent company of
Clear Channel Communications, Inc.  CC Media Holdings is a global
media and entertainment company specializing in mobile and on-
demand entertainment and information services for local
communities and premier opportunities for advertisers.  The
Company's businesses include radio and outdoor displays.

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

The Company reported a net loss of $462.8 million on
$5.866 billion of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $4.049 billion on $5.552 billion of
revenue for the fiscal year ended Dec. 31, 2009.

The Company's balance sheet at June 30, 2011, showed
$16.88 billion in total assets, $24.15 billion in total
liabilities, and a shareholders' deficit of $7.27 billion.

                          *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.  The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.

In February 2011, Standard & Poor's affirmed it 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.

S&P said the 'CCC+' corporate credit rating on CC Media Holdings
Inc. reflects the risks surrounding the longer-term viability of
the company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


COLINA MORROW: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Colina Morrow Properties, LLC
        c/o Tri Group Properties, Inc.
        Manager, Colina Morrow Properties, LLC
        2001 Salvio Street, Suite 8
        Concord, CA 94520

Bankruptcy Case No.: 11-70700

Chapter 11 Petition Date: October 7, 2011

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

Judge: Roger L. Efremsky

Debtor's Counsel: Karl-Fredric J. Seligman, Esq.
                  LAW OFFICES OF KARL-FREDRIC SELIGMAN
                  610 Georgia Street
                  Vallejo, CA 94590
                  Tel: (888)558-0519 Ext 705
                  Fax: (415) 236-6106
                  E-mail: kfjs@trustthelaw.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/canb11-70700.pdf

The petition was signed by Robert Burton, president of Tri Griup
Properties, Inc., manager.


COMSTOCK MINING: Granted Exploration Drilling Permit
----------------------------------------------------
Comstock Mining Inc. received a unanimous approval from the Storey
County Board of Commissioners passing Special Use Permit 2011-016
that grants the Company authorization to further develop its
exploration drilling in the southern portion of the county.  Under
a previous mining permit in the county, the Company is already
permitted for its Lucerne starter-mine operation.  This approval
affirms the unanimous recommendation from the Storey County
Planning Commission on Aug. 16, 2011.

"We appreciate Storey County's strong support.  This permit
enables expanded drilling, primarily in the broader Lucerne
Resource Area, currently our largest target area," said Corrado De
Gasperis, President and CEO of Comstock Mining Inc.  "Our team
worked hard with all constituents in an effort to make this happen
with a strong emphasis on environmental protection."

Conditions in the SUP define operational protocols designed to
accommodate the unique nature of the Comstock Historic District.
The Company invested significant effort in cooperation with the
Storey County Planning Department, the Planning Commission and the
greater community to define a number of critical stipulations that
prioritize public safety, value community resources and provide
additional environmental protections to our uniquely historic
mining district.

Storey County is the only county in Nevada that, under certain
circumstances, requires a Special Use Permit for mineral
exploration drilling.  A separate drilling Plan of Operation
permit request has been submitted to the Nevada Department of
Environmental Protection for expanded exploration drilling of the
Company's mining properties in Lyon County.  Receipt of that
permit is expected next month.  Together, these two permits
authorize the next phases of drilling in the Lucerne, Dayton and
Spring Valley Resource Areas.

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $60.32 million for the year
ended Dec. 31, 2010, compared with a net loss of $6.06 million
during the prior year.  The Company had no revenues from
operations for the years ended Dec. 31, 2010 and 2009.

The Company's balance sheet at June 30, 2011, showed
$29.85 million in total assets, $11.33 million in total
liabilities, and $18.51 million in total stockholders' equity.


CRYSTALLEX INT'L: Common Stock Delisted from NYSE Amex
------------------------------------------------------
The NYSE Amex notified the U.S. Securities and Exchange Commission
regarding the removal from listing or registration of Crystallex
International Corp.'s common stock under Section 12(b) of the
Securities Exchange Act.

                    About Crystallex International

Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.

The Company's balance sheet at June 30, 2011, showed
US$33.56 million in total assets, US$120.24 million in total
liabilities, and a $86.68 million total shareholders' deficiency.

As at June 30, 2011, the Company had negative working capital of
$86.4 million, including cash and cash equivalents of $18.4
million.  Management estimates that its existing cash and cash
equivalents will be sufficient to meet its on-going requirements
in 2011; however, without receipt of additional sources of
financing, will not be sufficient to pay the principal amount of
the $100 million notes payable due on Dec. 23, 2011.  The
unilateral cancellation of the Mine Operating Contract by the
Corporacion Venezolana de Guayana and the subsequent arbitration
claim may impact on the Company's ability to raise financing. The
Company said these material uncertainties raise substantial doubt
as to its ability to meet its obligations as they come due and,
accordingly, as to the appropriateness of the use of accounting
principles applicable to a going concern.


CRYSTALLEX INT'L: Updates Shareholders on ICSID Case Status
-----------------------------------------------------------
Crystallex International Corporation updated shareholders on
several activities including the status of its ICSID case, the
decision by the Ontario Court regarding the June 2011 Noteholder
Action, the ongoing Debt Refinancing Initiative and a TSX Review
and Letter to the Company.

                            ICSID Case

On Oct. 5, 2011, Crystallex was advised by the International
Centre for Settlement of Investment Disputes that the Arbitral
Tribunal for its claim against the Bolivarian Republic of
Venezuela has been constituted and the formal proceedings have
commenced.

Mr. Laurent Levy, a Swiss and Brazilian national, has been
appointed the President of the Tribunal.  Mr. Levy frequently
serves as presiding arbitrator in investment arbitrations brought
on the basis of bilateral or multilateral treaties conducted under
the ICSID Convention, UNCITRAL Arbitration Rules, or less
frequently also under the Arbitration Institute of the Stockholm
Chamber of Commerce, ICC and LCIA arbitration rules.  The two
other members of the Tribunal are Professor John Gotanda, a US
national and the Dean of the Villanova University School of Law
and Judge Florentino P. Feliciano, a national of the Philippines
and a former Member and Chairman of the Appellate Body of the
World Trade Organization.

Crystallex's arbitration claim seeks the restitution by Venezuela
of its investments including the Mine Operating Contract, and the
issuance of the Permit, and compensation for interim losses
suffered, or, alternatively full compensation for the value of its
investment in an amount in excess of US$3.8 billion.

                   June 2011 Noteholder Action

Justice Newbould dismissed the Noteholders' claim for a
declaration that a Project Change of Control had occurred, which
would have entitled the Noteholders to redemption of their notes
at 102% of face value.  Justice Newbould also awarded Crystallex
its costs of the proceeding.  The Noteholders have 30 days to
consider whether they wish to appeal Justice Newbould's decision
to the Ontario Court of Appeal.  Although the question of an
appeal is never entirely free from doubt, Crystallex is of the
opinion that if an appeal were launched, Justice Newbould's
decision should be upheld.

                       Refinancing Initiative

Earlier this year the Company stated that it was launching a debt
refinancing initiative in order to secure the necessary capital
required to retire the existing US$100 million notes due Dec. 23,
2011.  The Company has been diligently advancing this initiative
with Advisors and Counsel and expects to have more detailed
information to report in the coming weeks.

                       TSX Review and Letter

On Oct. 5, 2011, Crystallex received a letter from the Compliance
& Disclosure Department of Toronto Stock Exchange requesting that
the Company provide information to the TSX regarding its current
operating activities as part of a fact gathering process related
to meeting the TSX's continuous listing requirements.

The letter stated that if the TSX determines that the Company has
discontinued a substantial portion of its business, the Company
will be required to meet the original listing requirements of the
TSX.  The TSX may provide the Company with up to 120 days from the
date of the letter, to meet the OLRs.  If the Company fails to
provide an acceptable plan to the TSX of how it intends to meet
the OLRs in the short term, the TSX will initiate a delisting
review.

The Company and Board of Directors are reviewing the Letter from
the TSX and expect to respond to the request for information in a
timely manner.

                   About Crystallex International

Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.

The Company's balance sheet at June 30, 2011, showed
US$33.56 million in total assets, US$120.24 million in total
liabilities, and a $86.68 million total shareholders' deficiency.

As at June 30, 2011, the Company had negative working capital of
$86.4 million, including cash and cash equivalents of $18.4
million.  Management estimates that its existing cash and cash
equivalents will be sufficient to meet its on-going requirements
in 2011; however, without receipt of additional sources of
financing, will not be sufficient to pay the principal amount of
the $100 million notes payable due on Dec. 23, 2011.  The
unilateral cancellation of the Mine Operating Contract by the
Corporacion Venezolana de Guayana and the subsequent arbitration
claim may impact on the Company's ability to raise financing. The
Company said these material uncertainties raise substantial doubt
as to its ability to meet its obligations as they come due and,
accordingly, as to the appropriateness of the use of accounting
principles applicable to a going concern.


CYBEX INTERNATIONAL: Requests Hearing Before Nasdaq Panel
---------------------------------------------------------
Cybex International, Inc., on Oct. 4, 2011, received a
determination letter from the Nasdaq Stock Market indicating that
the Company has not timely regained compliance with the minimum
stockholders' equity requirement of $10 million for continued
listing on the Nasdaq Global Market, as set forth in Nasdaq
Listing Rule 5450(b)(1)(A), during the 180 day period provided by
Nasdaq to the Company in April 2011.  The Determination Letter
further indicated that, based upon the Company's non-compliance
with the minimum stockholders' equity requirement, the Company's
common stock is subject to delisting on Oct. 13, 2011, unless the
Company requests a hearing before a Nasdaq Hearings Panel.  The
Company has timely requested a hearing before the Panel, which
such request has stayed the delisting action pending the issuance
of a final decision by the Panel.  The hearing is scheduled for
Nov. 10, 2011.

At the Panel hearing, the Company will present a plan to regain
compliance with the Listing Rule.  The Panel has the discretion to
grant Cybex a period of up to 180 calendar days from the date of
the Determination Letter, or April 1, 2012, to regain compliance
with the Listing Rule.  There can be no assurance that the Panel
will grant the Company's request for continued listing on the
Nasdaq Global Market.

The Company's failure to comply with the Listing Rule is caused
solely by an accounting charge relating to the previously reported
judgment in the product liability litigation, Barnhard v. Cybex
International, Inc.  The Company believes the Barnhard verdict was
wrongly decided and is currently pursuing an appeal of the
judgment which, if successful, will result in the Company
regaining full compliance with the Listing Rule.

As previously reported, Cybex on June 16, 2011, received a letter
from NASDAQ notifying Cybex that it does not comply with the
minimum bid price requirement of $1 per share for continued
listing on the NASDAQ Global Market and affording Cybex 180
calendar days, or until Dec. 13, 2011, to regain compliance with
the minimum bid price continued listing requirement.

                     About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.

The Company reported a net loss of $58.2 million on $123.0 million
of sales for 2010, compared with a net loss of $2.4 million on
$120.5 million of sales for 2009.

The Company's balance sheet at June 25, 2011, showed $83.93
million in total assets, $99.00 million in total liabilities and a
$15.07 million total stockholders' deficit.

KPMG LLP, in Pittsburgh, Pa., expressed substantial doubt about
Cybex International's ability to continue as a going concern.  The
independent auditors noted that a December 2010 jury verdict in a
product liability suit apportions a significant amount of
liability to the Company.  "The Company does not have the
resources to satisfy a judgment in this matter that has not been
substantially reduced from the jury verdict, which raises
substantial doubt about the Company's ability to continue as a
going concern."


DAIRY PRODUCTION: Competing Plan Outlines Hearing Set for Nov. 3
----------------------------------------------------------------
The Hon. James D. Walker, Jr., of the U.S. Bankruptcy Court for
the Middle District of Georgia will consider on Nov. 3, 2011, at
10:00 a.m., adequacy of the Disclosure Statements explaining two
competing Plans of Reorganization for Dairy Production Systems
Georgia, LLC, et al.  Objections, if any, are due Oct. 27 for the
the Plan proposed by Agricultural Funding; and Oct. 28 for the
Plan proposed by the Committee.

The Plans were proposed by (i) Agricultural Funding Solutions,
LLC, on Sept. 8; and (ii) the Official Committee of Unsecured
Creditors on Sept. 20.

In a memorandum dated Aug. 31, 2011, the Hon. Carolyn V. James
terminated the deadline for filing Chapter 11 Plan and Disclosure
Statement because as of Aug. 29, the Debtor has not filed these
documents.

The Plan Proponents will begin soliciting votes on the Plan
following approval of the adequacy of the information in the
Disclosure Statement.

                 The Agricultural Funding's Plan

The Agricultural Funding Plan provides for, among other things,
(a) the transfer of substantially all of the assets of each of the
Debtors to various acquiring entities, which will be 100% owned by
AFS or its designee(s); (b) a settlement with AFS of the AFS
Causes of Action in exchange for funding of the Plan; and (c)
establishment and implementation of a Liquidation Trust for the
purposes of (i) evaluating, prosecuting and resolving all Disputed
Claims against the Debtors' Estates; (ii) prosecution of the
Avoidance Actions, to the extent not settled or resolved prior to
the Effective Date of the Plan; (iii) holding and liquidating any
Estate Assets not transferred to DairyCo; and (iv) the making of
distributions under the Plan.

The DairyCo Liquidation Trust Contribution is a $250,000 cash
contribution made by DairyCo to the Liquidation Trust.  The
DairyCo Liquidation Trust Contribution will be used to pay any
Allowed Convenience Class Claims and expenses of the Liquidation
Trust, and, after payment of Allowed Convenience Class Claims and
expenses, all other Holders of Allowed Unsecured Claims against
all Debtors, other than Holders of the AFS Deficiency Claim and
Allowed Claims of Sumrall, will be entitled to their Pro Rata
Share of the balance of the DairyCo Liquidation Trust
Contribution.  If the Liquidation Trustee makes a Distribution
from assets of the Liquidation Trust to Holders of Class 4 Claims
other than from the DairyCo Liquidation Trust Contribution, then
all Holders of Allowed Class 4 Claims, including Holders of the
AFS Deficiency Claim and the Allowed Claims of Sumrall, will be
entitled to their Pro Rata Share of the distribution.

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

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

Agricultural Funding is represented by:

         David B. Kurzweil, Esq.
         John J. Dyer, Esq.
         GREENBERG TRAURIG, LLP
         3290 Northside Parkway, Suite 400
         Atlanta, GA 30327
         Tel: (678) 553-2100
         Fax: (678) 553-2400
         E-mail: kurzweild@gtlaw.com
                 dyerj@gtlaw.com

                       The Committee's Plan

Through the Committee Plan, the Dairies will continue operations,
and payments to Allowed Claims in the case will be made out of the
operating revenues of the Reorganized Debtors pursuant to the
terms of the Committee Plan.  The Committee Plan provides that the
Trustee will liquidate HH following confirmation and use the
proceeds to purchase producing cows on the market, with the
replacements to remain subject to any lien of AFS.  The Committee
Plan provides that the trustee will manage the Dairies' assets
during the Participation Period.

The Committee Plan contemplates substantive consolidation of the
Debtors for all purposes.  The trustee will cause the
incorporation of a new corporate entity which will be organized
under the laws of the State of Georgia as a Statutory Close
Corporation, unless AFS has exercised the Stock Option, in which
event the choice of venue for the incorporation will pass to the
holders of the shares.  The New Stock will be distributed on the
Effective Date as provided in the Plan.

Pursuant to the Plan, the trustee may establish out of the
operating revenues of the Reorganized Debtors an Administrative
Expense Reserve and a Committee Plan Expense Reserve for the
purpose of funding and implementing the Administrative Expenses
which will be paid on the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/DAIRYPRODUCTION_DSbyCommittee.pdf

The Committee is represented by:

         Ward Stone, Jr., Esq.
         Jerome L. Kaplan, Esq.
         David L. Bury, Jr., Esq.
         Matthew S. Cathey, Esq.
         STONE & BAXTER, LLP
         Suite 800, 577 Mulberry Street
         Macon, GA 31201
         E-mail: wstone@stoneandbaxter.com
                 jkaplan@stoneandbaxter.com
                 dbury@stoneandbaxter.com
                 mcathey@stoneandbaxter.com

                     About Dairy Production

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Ga. Case No. 10-11752) on Oct. 7, 2010.  Neil C. Gordon,
Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall
Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's
bankruptcy counsel.  Morgan Joseph TriArtisan LLC serves as their
financial advisor and investment banker. DPS Georgia disclosed
assets of $6,178,324 and debts of $19,182,907 as of the Petition
Date.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.

Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP,
in Macon, Ga., serve as the official committee of unsecured
creditors' bankruptcy counsel.


DEX MEDIA EAST: Bank Debt Trades at 48% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 52.00 cents-on-
the-dollar during the week ended Friday, Oct. 7, 2011, a drop of
7.00 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 96 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.  The Official Committee of Unsecured
Creditors tapped Ropes & Gray LLP as its counsel, Cozen O'Connor
as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its financial
advisor and forensic accountant, and The Blackstone Group, LP, as
its financial and restructuring advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DOT VN: Incurs $899,000 Net Loss in July 31 Quarter
---------------------------------------------------
DOT VN, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $899,424 on $239,512 of revenue for the three months ended
July 31, 2011, compared with a net loss of $1.96 million on
$333,508 of revenue for the same period during the prior year.

The Company's balance sheet at July 31, 2011, showed $2.55 million
in total assets, $9.05 million in total liabilities, and a
$6.50 million shareholders' deficit.

The Company reported a net loss of $5 million on $1.01 million of
revenue for the year ended April 30, 2011, compared with a net
loss of $7.32 million on $1.12 million of revenue during the prior
year.

PLS CPA, in San Diego, Calif., noted that the Company's losses
from operations raise substantial doubt about its ability to
continue as a going concern.

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

                        http://is.gd/fNDjKf

                           About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
www.INFO.VN.  The Company is the "exclusive online global domain
name registrar for .VN (Vietnam)."  Dot VN is the sole distributor
of Micro-Modular Data Centers(TM) solutions and E-Link 1000EXR
Wireless Gigabit Radios to Vietnam and Southeast Asia region.  Dot
VN is headquartered in San Diego, California with offices in
Hanoi, Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.


DUNE ENERGY: Strikes Bondholder Deal on Debt-For-Equity Swap
------------------------------------------------------------
Dune Energy, Inc., entered into a restructuring plan support
agreement with noteholders who together hold approximately 90% of
the aggregate principal amount of Dune's outstanding 10-1/2%
Senior Secured Notes due 2012 as well as a similar restructuring
plan support agreement with a holder of approximately 64% of
Dune's issued and outstanding 10% Senior Redeemable Convertible
Preferred Stock.  Pursuant to the support agreement, which sets
forth the terms of Dune's capital restructuring plan, Dune intends
to seek to eliminate all of the notes and the related cash
interest expense, through consummation of an exchange offer to
acquire all the notes in exchange for a combination of Dune equity
securities, and either cash or new debt securities in an aggregate
amount of $50 million.  If fully subscribed, the exchange offer
would result in the ownership of 97.25% of Dune's common stock on
a post-restructuring basis by the noteholders.  The support
agreements also contemplate conversion of all of the outstanding
preferred stock into $4.0 million in cash and 1.5% of Dune's
common stock on a post-restructuring basis.  In addition, the
contemplated restructuring would result in Dune's current common
stockholders holding 1.25% of Dune's common stock on a post-
restructuring basis.  Dune plans to launch this out-of-court
exchange offer as soon as practical, but no later than Nov. 1,
2011.

As an alternative to the out-of-court exchange offer, Dune has
also agreed in the support agreements to solicit consents from its
noteholders to approve a prepackaged plan of reorganization in a
bankruptcy proceeding.  In the event certain conditions to the
exchange offer are not satisfied, Dune intends to pursue the
prepackaged plan.  If confirmed, the prepackaged plan would have
principally the same effect as if 100% of the noteholders had
tendered their notes in the exchange offer.  If all conditions to
consummating the exchange offer are satisfied, Dune will cease
seeking support for the prepackaged plan.

Dune does not anticipate any business interruption in its
operations during the restructuring process, regardless of whether
the restructuring is completed out of court or in court.  Under
the proposed plan, Dune will continue its operations in the normal
course.  All vendors and suppliers will continue to be paid in
full under normal terms in the ordinary course of business.  The
proposed plan contemplates a refinancing of Dune's senior secured
term loan, and provides that all of Dune's creditor classes,
including general unsecured creditors, will be "unimpaired".
Implementation of the transactions contemplated by the support
agreements are dependent on a number of factors and approvals.

Pursuant to their support agreement, the supporting noteholders
have agreed to, among other things, (1) support and use
commercially reasonable efforts to complete the capital
restructuring plan, including by tendering their notes into the
exchange offer and voting in favor of the prepackaged plan; and
(2) not exercise remedies or direct the trustee to exercise
remedies under the indenture governing the notes for any default
or event of default that has occurred or may occur thereunder.
However, the support agreement may be terminated upon the
occurrence or failure to occur of certain events generally related
to progress towards consummation of the restructuring.

In the event the capital restructuring plan is implemented
pursuant to the prepackaged plan, that restructuring plan is
dependent upon a number of factors, including: the filing of the
prepackaged plan, the approval of a disclosure statement, and the
confirmation and consummation of the prepackaged plan in
accordance with the provisions of the Bankruptcy Code.

James A. Watt, Dune's President and Chief Executive Officer,
stated, "We have been negotiating with our noteholders and
preferred stockholders since 2008 to allow for restructuring of
our balance sheet in a manner that would provide us the ability to
access the upside of our asset base.  This agreement will allow us
that option post the restructuring."

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $75.53 million on $64.18
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $59.13 million on $52.24 million of revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed
$274.23 million in total assets, $369.71 million in total
liabilities, $151.29 million in redeemable convertible preferred
stock, and a $246.78 million total stockholders' deficit.

                           *     *     *

Dune Energy carries a 'CCC-' corporate credit rating, with
negative outlook, from Standard & Poor's, and 'Ca' corporate
family and probability of default ratings, with negative outlook,
from Moody's Investors Service.

S&P said in April 2010, "[T]he company's heavy debt burden makes
the prospects of a distressed exchange or bankruptcy a distinct
possibility."


ELEPHANT TALK: Registers 18 Million Shares Under Incentive Plan
---------------------------------------------------------------
Elephant Talk Communications, Corp., filed with the U.S.
Securities and Exchange Commission a Form S-8 statement
registering 18 million shares of common stock issuable under the
Company's Amended and Restated 2008 Long-Term Incentive
Compensation Plan.  A full-text copy of the filing is available
for free at http://is.gd/GEbcxj

                        About Elephant Talk

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

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

The Company's balance sheet at June 30, 2011, showed
$51.24 million in total assets, $14.14 million in total
liabilities, and $37.09 million in total stockholders' equity.

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


EMDEON INC: Moody's Rates Proposed Unsecured Notes at 'Caa1'
------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Emdeon Inc.'s
proposed $375 million unsecured notes. Concurrently, Moody's
affirmed all of the company's existing ratings including its B2
corporate family rating. The proceeds from the unsecured notes, a
$1,200 million term loan (affirmed at Ba3), $375 million of other
unsecured debt (not rated by Moody's) and an approximate $1,200
million equity contribution by financial sponsors will be used to
fund the acquisition of the company by Blackstone Capital Partners
VI ("Blackstone") for approximately $3,300 million. The ratings
outlook is stable.

These ratings were assigned:

Emdeon Inc.:

$375 million unsecured notes, due 2019, assigned Caa1 (LGD5, 83%).

The following ratings were affirmed: :

Emdeon Inc.:

Corporate Family Rating, affirmed at B2;

Probability of Default Rating, affirmed at B2;

$1,200 million senior secured term loan, affirmed at Ba3 (LGD2,
29%) and (P) indicator removed;

$125 million senior secured revolving credit facility, affirmed at
Ba3 (LGD2, 29%) and (P) indicator removed.

Upon the close of the transaction, Moody's will withdraw the
ratings of Emdeon Business Services, a subsidiary of Emdeon Inc.,
as the proposed debt securities are expected to reside at the
parent level.

RATINGS RATIONALE

The B2 corporate family rating reflects the company's high pro
forma debt leverage of 6.5 times that will result from an increase
in debt levels by almost $1 billion to close to $2 billion
following the buyout by Blackstone. The rating also reflects the
extremely competitive landscape of the healthcare technology
industry that may result in pricing pressure that could negatively
impact the company's margins. Also, according to Moody's Analyst
Tiina Siilaberg, "the company's high debt and interest burden will
limit the extent to which it can grow through acquisitions, which
could result in slower revenue and EBITDA growth when compared to
the historical trend."

The B2 corporate family rating is supported by Emdeon's stable and
recurring revenue base and by its position as one of the leading
providers of revenue and payment cycle management services, with
revenues of approximately $1.1 billion. The rating also considers
attractive growth prospects for the healthcare transaction
processing industry over the next several years. The number of
transactions the company processes is expected to benefit from
higher service utilization as more individuals enter the U.S.
healthcare system as a result of health care reform. Increased
focus by the healthcare industry on capturing operational
efficiencies will also offer growth opportunities as companies are
anticipated to increase their utilization of information
technology for revenue and payment cycle management and reduce
paper based transactions. Emdeon's ability to cross-sell services
is also expected to increase revenue growth and expand margins.
These factors should support the company's ability to continue to
generate positive free cash flow.

The company is expected to have a good liquidity profile over the
next twelve months. Moody's anticipates the company to generate
around $80-$120 million of annual free cash flow over the next two
years. The company is also expected to have access to a proposed
$125 million revolving credit facility that will be governed by
net leverage covenant and interest coverage covenant that are
expected to be set with good headroom. The term loan is expected
to be governed by the same covenants.

The stable outlook reflects Emdeon's good liquidity position and
recurring revenue base as well as management's intention to reduce
leverage through debt repayment to below 6.5 times.

The rating could be downgraded or the outlook changed to negative
if the company's adjusted debt leverage is sustained at or above
6.5 times and/or if the company's liquidity profile deteriorates.
In addition, the ratings could be negatively impacted if the
company pursues debt funded acquisitions that do not result in an
improvement in pro forma credit metrics or engages in shareholder
friendly initiatives. Further, the rating could be downgraded
and/or outlook changed to negative if the company faces
substantial pricing pressures and/or if it begins to experience
declines in its customer base.

While not likely over the near term, the ratings could be upgraded
or the outlook changed to positive if the company meaningfully
reduces debt leverage resulting in a sustainable improvement of
key credit metrics including adjusted debt-to-EBITDA below 4.5
times and free cash flow-to-debt above 7 percent.

The principal methodology used in rating Emdeon was Moody's rating
methodology for Global Business and Consumer Service Industry,
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Emdeon Inc. provides healthcare transaction processing services to
health benefits payers, healthcare providers (hospitals,
physicians, physician practices), and pharmacies. The company
generated approximately $1.1 billion of revenues for the trailing
twelve months ended June 30, 2011.


EMISPHERE TECHNOLOGIES: Amends 7.3-Mil. Common Shares Offering
--------------------------------------------------------------
Emisphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission amendment no.1 to Form S-1 registration
statement relating to the offer for sale by Bai Ye Feng, EOS
Holdings LLC, Anson Investments Master Fund LP, et al., of the
Company's common stock $0.01 par value per share, of 7,310,744
shares of the Company's common stock including 3,010,306 shares of
the Company's common stock issuable upon exercise of the warrants
held by the selling security holders.

All of the shares of common stock offered by the prospectus are
being sold by the selling security holders.  It is anticipated
that the selling security holders will sell these shares of common
stock from time to time in one or more transactions, in negotiated
transactions or otherwise, at prevailing market prices or at
prices otherwise negotiated.  The Company will not receive any
proceeds from the sales of shares of common stock by the selling
security holders.  The Company has agreed to pay all fees and
expenses it incurred incident to the registration of the Company's
common stock, including SEC filing fees.  Each selling security
holder will be responsible for all costs and expenses in
connection with the sale of their shares of common stock,
including brokerage commissions or dealer discounts.

The Company's common stock is currently traded on the Over-The-
Counter Bulletin Board, commonly known as the OTC Bulletin Board,
under the symbol "EMIS."  As of Sept. 30, 2011, the closing sale
price of the Company's common stock was $1.95 per share.

A full-text copy of the amended prospectus is available at no
charge at http://is.gd/2lOPxy

                    About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

The Company reported a net loss of $56.91 million on $100,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $16.82 million on $92,000 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $3.23 million
in total assets, $72.19 million in total liabilities and a $68.95
million total stockholders' deficit.

As reported by the TCR on April 5, 2011, PricewaterhouseCoopers
LLP, in New York, noted that the Company has experienced recurring
operating losses, has limited capital resources and has
significant future commitments that raise substantial doubt about
its ability to continue as a going concern.


ENCORIUM GROUP: Sees $1.5-$1.9-Mil. Net Loss for Half Year 2011
---------------------------------------------------------------
Encorium Group, Inc., announced its financial results for 2010,
preliminary financial results for the first six months of 2011 and
its amount of new business awards for the first six months of
2011.

According to the regulatory filing, the year 2010 was challenging
for the Company.  The difficulties in the financial markets were
reflected in the ability of the biotechnological drug development
companies to finance their clinical development.  Also, the policy
of the large pharmaceutical companies to increasingly use large
CRO companies as preferred providers had a detrimental effect on
the Company's business.  The net revenue for 2010 decreased $5.0
million to $12.9 million as compared to $17.9 million for 2009, a
28% decrease.  The decline in net revenue for 2010 was due
primarily to a decrease in the number of contracts and related
contract values of active clinical studies being conducted by the
Company along with an $881 thousand unfavorable foreign currency
fluctuation.  The net loss from continuing operations for the year
ended Dec. 31, 2010, increased to $9.1 million, or $(2.40) per
diluted share, as compared to $3.1 million, or $(1.16) per diluted
share for the year ended Dec. 31, 2009, primarily due to a
decreased number of contracts and related contract values.
Impairment losses for the year ended Dec. 31, 2010, totaled $3.6
million compared to $0 for the year ended Dec. 31, 2009.

The Company believes that financial results for the first six
months of 2011 will show a significant improvement in the
Company's financial performance.  Although the Company expects
that net revenues for the first six months of 2011 will decrease
5% to $6.4 million compared to net revenues of $6.8 million for
the first six months of 2010, the net loss is estimated to range
from $1.5 ? $1.9 million, compared to the net loss of $2.7 million
for the first six months of 2010.  The Company believes that the
expected reduction in the net loss is mainly due to our cost
savings and downsizing initiatives, which resulted in the
reduction of total operating expenses from $9.5 million to about
$7.7 million during the six months ended June.

These results are unaudited and preliminary.  The Company has not
yet completed the preparation of its financial statements for the
fiscal quarters ended March 31, 2011, and June 30, 2011.  There
can be no assurance that the foregoing results for the first six
months of 2011 will not be subject to further adjustments upon the
completion of such financial statements.

The Company was awarded new business contracts worth $13.1 million
during the first six months of 2011.  The contracts represented a
wide array of different therapeutic fields, but CNS, diabetes and
oncology studies constituted, volume-wise, the most important
indications.

The signed contract based back log was $16 million at June 30,
2011.  The average revenue recognition roll-out period of these
contracts is expected to be about 18 months.

Dr. Kai Lindevall, CEO of the Company, stated, "Year 2010 was the
most challenging year in the history of the Company.  However,
starting from the first quarter 2011, the Company experienced a
significant flow of new business awards.  The amount of new
business wins in the second quarter continued to be good.
Furthermore, the business awards for Latin America have continued
to grow. We see a substantial traction towards our business in the
emerging markets, especially Latin America.  This means that our
acquisition of Progenitor International Research is starting to
provide return on investment.  The losses during the past two
years have created substantial strains on the liquidity of the
Company.  Consequently, the Board of Directors has decided to seek
suitable financial and strategic partners to help the Company
improve its liquidity and to be able to use its full potential in
the market place.  However, the Company does not intend to
disclose any developments regarding its exploration of strategic
alternatives, unless and until its Board of Directors has approved
a specific transaction.  There can be no assurance that a
transaction will result from this process."

                        About Encorium Group

Encorium Group, Inc., is a clinical research organization that
engages in the design and management of complex clinical trials
for the pharmaceutical, biotechnology and medical device
industries.  The Company was initially incorporated in August 1998
in Nevada.  In June 2002, the Company changed its state of
incorporation to Delaware.  In November 2006, it expanded its
international operations with the acquisition of its wholly-owned
subsidiary, Encorium Oy, a clinical research organization founded
in 1996 in Finland, which offers clinical trial services to the
pharmaceutical and medical device industries.  Since 2006 the
Company has conducted substantially all of its European operations
through Encorium Oy and its wholly-owned subsidiaries located in
Denmark, Estonia, Sweden, Lithuania, Romania, Germany and Poland.

On July 16, 2009 the Company sold substantially all of the assets
relating to the Company's US line of business to Pierrel Research
USA, Inc., the result of which the Company no longer has any
employees or significant operations in the United States. Due to
this sale, for the three and nine months ended Sept. 30, 2010 and
2009, the results of the U.S. business have been presented as
discontinued operations in the consolidated condensed financial
statements.

The Company reported a net loss of $9.08 million on $15.37 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $3.87 million on $21.16 million of total revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $7.97 million
in total assets, $11.73 million in total liabilities and a $3.76
million total stockholders' deficit.

Asher & Company, LTD, in Philadelphia, Pennsylvania, noted that
the Company's recurring losses from operations, current available
cash, and anticipated level of capital requirements necessary to
fund its current operations raise substantial doubt about its
ability to continue as a going concern.


ESTERLINE: Moody's Affirms 'Ba1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has assigned Esterline a speculative
grade liquidity rating of SGL-2 reflecting a good liquidity
profile. Concurrently, all of Esterline's ratings, including the
Ba2 corporate family rating, were also affirmed. The positive
rating outlook remains unchanged.

Ratings affirmed (with updated Loss Given Default assessments):

Corporate family rating at Ba2

Probability of default rating at Ba2

$250 million senior unsecured notes due 2020 at Ba3 (LGD-5, 77%
(from LGD-4, 69%))

$175 million senior unsecured notes due 2017 at Ba3 (LGD -5, 77%
(from LGD-4, 69%))

Rating assigned:

SGL-2 Speculative Grade Liquidity

RATINGS RATIONALE

Esterline's good liquidity profile, denoted by the SGL-2 liquidity
rating, is characterized by anticipated continued healthy free
cash flow generation, roughly $200 million of cash on the balance
sheet and ample covenant headroom anticipated over the next four
quarters. The rating also incorporates limited availability under
the $460 million revolver put in place in March of this year with
$395 million outstanding at July 29, 2011 and minimal letters of
credit usage, reducing effective availability to approximately $65
million. Moody's notes that the drawings are not related to
working capital reasons. Roughly $285 - $290 million were used to
finance the Souriau acquisition with the remainder related to the
US term loan paid down earlier this year. Greater revolver
availability stemming from the use of free cash flow to pay-down a
large portion of the drawn amount of the revolver could further
improve the company's liquidity profile. The company's ability to
sell certain unpledged assets as a source of liquidity also
support the rating.

In affirming the debt ratings, Moody's noted that while the recent
acquisition of the Souriau Group resulted in a meaningful increase
in financial leverage, it is reflective of the current Ba2
corporate family rating. On a Moody's adjusted basis, proforma
debt/EBITDA is roughly 3.2 times and EBIT/interest is 5.3 times.
Some of the risk factors considered in affirming the ratings also
included the fiscal budget pressures on defense spending both in
the U.S. and Europe, overall global macroeconomic uncertainty as
well as acquisition integration risk. The company has a good track
record of integrating acquisitions. However, it is noted that the
France based Souriau acquisition is the largest in the company's
history.

The positive outlook is supported by Esterline's intention and
ability to rapidly de-lever using free cash flow, the positive
medium-term prospects in the commercial aerospace segment due to
higher OEM build rates, likely substantial retrofit business on
key program platforms as well as the contribution from Souriau
partially offset by defense budget concerns and overall global
macroeconomic uncertainty.

The outlook could be stabilized at the current Ba2 rating level if
expected meaningful progress is not made towards partial debt
repayment over the near term, the company were to incur additional
debt or maintain debt/EBITDA at current levels and/or if positive
operating trends were to reverse.

The ratings could be downgraded if free cash flow becomes negative
in 2012, if cash balances fall below $100 million, or if the
company were to pursue more aggressive shareholder enhancement
strategies that utilized liquidity and/or deferred leverage
reduction.

Esterline Technologies Corporation, headquartered in Bellevue WA,
serves aerospace and defense customers with products for avionics,
propulsion and guidance systems. The company operates in three
business segments: Avionics and Controls, Sensors and Systems and
Advanced Materials. Revenues for the twelve months ending July 29,
2011 were approximately $1.6 billion. Proforma for the acquisition
of Souriau, revenues roughly approximate $2 billion.

The principal methodology used in rating Esterline Technologies
Corporation was the Global Aerospace and Defense Industry
Methodology published in June 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


EVER LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Ever, LLC
        3744 Fruitland Avenue
        Los Angeles, CA 90270

Bankruptcy Case No.: 11-51909

Chapter 11 Petition Date: October

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

Judge: Sandra R. Klein

Debtor's Counsel: William C. Beall, Esq.
                  BEALL AND BURKHARDT
                  1114 State St., Ste 200
                  Santa Barbara, CA 93101
                  Tel: (805) 966-6774
                  Fax: (805) 963-5988
                  E-mail: artyc@aol.com

Scheduled Assets: $2,618,274

Scheduled Debts: $2,486,553

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-51909.pdf

The petition was signed by Barry Perlman, member.


EVERGREEN SOLAR: Gov't Wants Tech Patents Exclude From Auction
--------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that the U.S. Department of Energy wants to place a legal
grip on Evergreen Solar Inc.?s patented technology, which is
destined for the bankruptcy auction block along with the rest of
the company?s factory equipment.  The agency, the report says,
wants to prevent one of Evergreen Solar's solar panel
manufacturing techniques from ending up in the hands of its
Chinese competitors.

The report relates federal attorneys on Friday asked the
Bankruptcy Court to clarify the government?s ownership rights,
arguing that those rights restrict Evergreen Solar?s ability to
sell off the technology.  The court documents noted that Evergreen
Solar researchers developed that patented method, which cut
manufacturing costs by 33%, using nearly $3 million of the
agency?s money and within a government-controlled lab.

According to DBR, UBS managing director Doug Lane told the court
at a hearing on Friday that the "the universe of buyers here has
really been dominated by parties in Asia, particularly in China.?

The bid deadline is Oct. 26. An auction is slated for Nov. 1.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a "stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.


EVERGREEN SOLAR: Judge Rejects $4MM Flat Fee for UBS Securities
---------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Friday declined to approve a $4 million flat
fee for UBS Securities LLC for its work drumming up bidders for
Evergreen Solar Inc.'s assets, saying the adviser should not
collect the entire tab if a prearranged credit bid prevails at
auction.

The official committee of unsecured creditors had objected to the
retention of UBS because the fee was locked in regardless of
whether the adviser succeeded in finding a cash bidder to top the
$60 million stalking horse bid, according to Law360.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Zolfo Cooper LLC is
the financial advisor.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a "stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.


EXCO RESOURCES: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service changed EXCO Resources, Inc.'s (EXCO)
outlook to stable from developing after the company concluded its
review of strategic alternatives. Moody's also affirmed the B1
Corporate Family Rating and Probability of Default Rating and
affirmed the company's senior note rating of B3 for its senior
unsecured notes. In addition, Moody's assigned a SGL-3 Speculative
Grade Liquidity Rating.

RATINGS RATIONALE

The change to a stable outlook from developing reflects EXCO's
termination of the review of strategic alternatives that was
initiated after members of senior management proposed to take the
company private in late 2010.

The B1 CFR is supported by EXCO's current credit metrics relative
to its peers, its exposure to the over-supplied natural gas
market, and the out-spending of cash flow that is expected through
the end of 2012.

EXCO's ramp up of production and reserves in 2010 and 2011 was
accomplished without an increase in leverage as the out-spending
of internally generated cash flow was financed with non-core asset
sales, as well as up-front payments and drilling carries from its
joint venture partner. However, with most of the drilling carries
invested, it is unlikely that EXCO will be able to maintain its
growth trajectory without an increase in debt. Continued weakness
in natural gas prices is expected to compound EXCO's need for
external capital.

"We expect EXCO's debt level to increase throughout 2012 unless
the company materially throttles back its pace of investment,"
said Stuart Miller, Moody's Vice President -- Senior Analyst.
"However, we believe leverage will only increase modestly as
reserve and production improvement will support the higher debt
balance."

Assuming that EXCO invests $1 billion in 2012, a level similar to
2011, Moody's projects a $400 million shortfall that is expected
to be financed with additional debt. The low development costs
associated with EXCO's resource plays should keep the ratio of
debt to proved developed reserves around $11 per Boe while debt to
average daily production should remain in a band between $18,000
and $20,000. Barring an issuance in the capital markets, EXCO has
sufficient availability under its $1.5 billion credit facility to
meet the 2012 funding needs. However, reliance solely on its
credit facility to finance the projected 2012 out-spend could
leave EXCO in a weakened liquidity position.

To consider an upgrade, EXCO would need to reduce leverage to less
than $8 per Boe of proved developed reserves and to less than
$15,000 of debt per average daily Boe produced. Alternatively, a
50% increase in scale to the range of 200 million Boe of proved
developed reserves could support a rating upgrade if leverage is
maintained at its current levels.

The ratings downgrade may be appropriate if the ratio of debt per
Boe of proved developed reserves increases above $14 or if debt to
average daily production increases and is sustained over $25,000
per Boe.

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

EXCO Resources, Inc. is based in Dallas, Texas.


FIRSTBANK PUERTO RICO: Moody's Upgrades Issuer Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings of
FirstBank Puerto Rico (FirstBank; long-term deposits to B2 from
B3, long-term issuer and OSO to B3 from Caa2). FirstBank's
standalone bank financial strength rating (BFSR) of E+ and short-
term rating of Not-Prime were affirmed. FirstBank's Baseline
Credit Assessment, which is the standalone BFSR mapped to the
long-term scale, was upgraded to B2 from B3. FirstBank is the
primary operating subsidiary of First BanCorp, which is unrated.
Following these rating changes, Moody's outlook on FirstBank is
stable. This rating action concludes the review for possible
upgrade that began June 30, 2011.

Upgrades:

   Issuer: FirstBank Puerto Rico

   -- Issuer Rating, Upgraded to B3 from Caa2

   -- OSO Senior Unsecured OSO Rating, Upgraded to B3 from Caa2

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to B3 from
      Caa2

   -- Senior Unsecured Deposit Rating, Upgraded to B2 from B3

Outlook Actions:

   Issuer: FirstBank Puerto Rico

   -- Outlook, Changed To Stable From Rating Under Review

RATINGS RATIONALE

The upgrade follows First BanCorp's announcement that it had
completed its previously announced capital raise of $525 million,
with Oaktree Capital Management and Thomas H. Lee Partners, L.P.
each purchasing $174.1 million of common stock and a group of
institutional investors and other private firms purchasing $176.8
million in aggregate. The successful consummation of the equity
raise also resulted in the conversion into common stock of the
$424.2 million of Series G Mandatorily Convertible Preferred Stock
("Series G Preferred") held by the United States Department of the
Treasury.

With the aforementioned increase in First BanCorp's capital base,
the rating agency noted that FirstBank's capital ratios will be
both in excess of the guidelines set by its regulator and the
well-capitalized minimums. However, while the equity raise and
resulting conversion of the Series G Preferred into common
significantly increase the company's tangible common equity, the
added capital by no means guarantees First BanCorp's long-term
success.

Puerto Rico's economy has been in recession for the past five
years, and remains challenged owing to a high unemployment rate, a
stressed public sector, and a decline in real estate values.
Moody's noted expected further credit costs in First BanCorp's
commercial real estate and C&I portfolios, given its heightened
level of nonperforming assets, will continue to impede the
company's ability to return to profitability.

Moody's further notes that First BanCorp will need to generate an
appropriate rate of return on the capital it received largely from
private equity investors. As the strategy under which that will
occur is not well defined, this presents risk in the form of
uncertainty for depositors and bondholders.

The stable outlook reflects Moody's view that First BanCorp's
capital position should be sufficient to withstand a more stressed
economic environment, which makes downward rating pressure less
likely in the intermediate-term.

Moody's last rating action on FirstBank was on June 30, 2011, when
Moody's placed FirstBank's long-term ratings under review for
possible upgrade.

The methodologies used in this rating were Bank Financial Strength
Ratings: Global Methodology published in February 2007,
Incorporation of Joint-Default Analysis into Moody's Bank Ratings:
A Refined Methodology published in March 2007, Moody's Guidelines
for Rating Bank Hybrid Securities and Subordinated Debt published
in November 2009.

First BanCorp, headquartered in San Juan, Puerto Rico, reported
total assets of $14.1 billion at June 30, 2011.


FLINT TELECOM: Suspending Filing of Reports with SEC
----------------------------------------------------
Flint Telecom Group, Inc., filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its common stock.  Pursuant to Rule 12h-3, the
Company is suspending reporting because there are currently less
than 300 holders of record of the common shares.  The holders of
the common shares as of Oct. 7, 2011, total 112.

                        About Flint Telecom

Overland Park, Kan.-based Flint Telecom Group, Inc. (OTC BB: FLTT)
-- http://www.flinttelecomgroup.com/-- operates its business
through six wholly-owned subsidiaries, Cable and Voice
Corporation, Phone House, Inc., Flint Prepaid, Inc. (previously
named Wize Communications, Inc.), Digital Phone Solutions, Inc.,
Ingedigit International, Inc. and Gotham Ingedigit Financial
Processing Corp. dba Power2Process.  The Company provides next
generation turnkey voice, data and wireless services through
partner channels primarily in the United States.

The Company's balance sheet at March 31, 2011, showed
$9.25 million in total assets, $18.22 million in total
liabilities, $5.06 million in redeemable equity securities,
$5.43 million in convertible preferred stock, and a $19.47 million
total stockholders' deficit.

                           Going Concern

As reported in the Troubled Company Reporter on Oct. 26, 2010,
L.L, Bradford & Company, LLC, in Las Vegas, Nev., expressed
substantial doubt about Flint Telecom's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has suffered losses from operations, negative cash flows
from operations and current liabilities exceed current assets.

In the Form 10-Q, Flint acknowledged that it had a net loss of
$6,463,091 for the nine months ended March 31, 2011, and
$28,865,778 for the year ended June 30, 2010, negative cash flow
from operating activities of $830,998 for the nine months ended
March 31, 2011, an accumulated stockholder's deficit of
$57,535,819 and a working capital deficit of $15,859,194 as of
March 31, 2011.  Also, as of March 31, 2011, the Company had
limited liquid and capital resources.  The Company is currently
largely dependent upon obtaining sufficient short and long term
financing in order to continue running our operations.

As of May 19, 2011, the Company has a total of approximately $3.7
million of loan principal that is past due from a total principal
balance of approximately $6.7 million, representing 14 individual
parties.  Under the terms of the loan agreements the $6.7 million
principal is payable.  In addition, approximately $2.1 million of
accumulated interest, preferred share dividends and related
penalties is past due on these loans.  The Company is in active
discussions with these parties about the outstanding debt and
rescheduling payments in the future based on the business progress
during 2010 and the ability of the Company to meet the new
arrangements from the Kodiak funding.  Of the 14 parties, five
have initiated legal proceedings, the remainder, including the
Company's secured lender, have not initiated legal proceedings.
Of the five that have taken legal steps, the Company believes that
suitable payment terms will be agreed upon over the duration of
the Kodiak funding.  In addition to these loans, the Company has
approximately $1.2 million of trade payables that are past due.
Four parties have received summary judgments, as reported in the
Company's Form 10-K for the year ended June 30, 2010, and in this
quarterly report, and the Company has been served with a pending
action from another.  Despite receiving these judgments, the
Company has agreed to terms to pay down one of the larger amounts
over two years.  Management is confident the Company will be
successful in satisfying these obligations prior to foreclosure or
bankruptcy.  However, there is no assurance that any additional
capital will be raised.

According to the Form 10-Q, the Company's ability to continue as a
going concern is dependent upon its ability to attract new sources
of capital, exploit the growing telecom and prepaid financial
services market in order to attain a reasonable threshold of
operating efficiency and achieve profitable operations.


FNB UNITED: Receives Regulatory OK to Acquire Bank of Granite
-------------------------------------------------------------
FNB United Corp. received regulatory approvals for its proposed
acquisition of Bank of Granite Corporation, parent company of Bank
of Granite.

The Federal Reserve Bank of Richmond has approved FNB's proposed
acquisition of Bank of Granite Corporation through a merger and
the exchange of preferred stock issued to the U.S. Treasury for
common stock.  FNB's primary bank subsidiary, CommunityONE Bank,
has also received approval from the Office of the Comptroller of
the Currency of its capital restoration plan and settlement of
certain debt and preferred stock securities held by SunTrust Bank.

Additionally, the proposed management team for FNB has received
clearance from the Federal Reserve to assume their new positions
with the Company.  These approvals were required in order to
consummate FNB's proposed $310 million capital raise and the
proposed acquisition of Bank of Granite Corporation.

The merger and recapitalization remain subject to approval by FNB
shareholders and Bank of Granite Corporation stockholders, who
were issued a joint proxy statement in September.  The Bank of
Granite Corporation's special meeting of stockholders is scheduled
for Tuesday, Oct. 18, 2011, and the FNB United Corp. annual
meeting of shareholders is scheduled for Wednesday, Oct. 19, 2011.

The proposed acquisition of Bank of Granite Corporation by FNB
will unite two 100-year-old institutions, creating a North
Carolina community banking organization with approximately $2.8
billion in assets, $2.4 billion in deposits and 63 full-service
banking offices located in some of the state's most robust
markets.

The merged organization will be led by Brian Simpson as CEO and
Bob Reid as president, with headquarters in Asheboro, N.C.,
Simpson and Reid led a successful $310 million capital raise by
FNB, which includes The Carlyle Group and Oak Hill Capital
Partners as lead investors, each having entered into definitive
agreements with FNB to invest $79 million, each subject to
conditions contained in the investment agreements.

The closing of the recapitalization and the merger remains subject
to these conditions, among others: satisfaction or waiver of the
closing conditions under the merger agreement with Bank of Granite
Corporation, the investment agreements with affiliates of The
Carlyle Group and Oak Hill Capital Partners and the subscription
agreements with additional investors; FNB shareholder approval of
certain proposals necessary for FNB to consummate the investments,
the merger and the related transactions; the shares of common
stock to be issued under the investment agreements being
authorized for listing on NASDAQ; the exchange of FNB's preferred
stock issued to the U.S. Department of the Treasury for common
stock; the satisfaction of conditions regarding minimum liquidity
and non-brokered deposits and the level of non-performing assets;
receipt of advice as to the absence of an Internal Revenue Code
Section 382 ownership change as a result of the private placement
investments; and neither FNB nor Bank of Granite Corporation
having experienced a material adverse effect.

                          About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

The Company incurred significant net losses in 2009, which
continued in 2010 and 2011, primarily from the higher provisions
for loan losses due to the significant level of nonperforming
assets and the write-off of goodwill.

Dixon Hughes PLLC, in Charlotte, North Carolina, in its
independent auditors' report dated March 14, 2011 and attached to
the financial statements, noted that the Company continued to
incur significant net losses in 2010, primarily from the higher
provisions for loan losses due to the significant level of non-
performing assets.  According to Dixon Hughes, the Company is
significantly undercapitalized per regulatory guidelines and has
failed to reach capital levels required in the Consent Order
issued by the Office of the Comptroller of the Currency in 2010.
These matters, the accounting firm maintains, raise substantial
doubt about the Company's ability to continue as a going concern.

Dixon Hughes also said that FNB United Corp. and Subsidiary has
not maintained effective internal control over financial reporting
as of Dec. 31, 2010, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

The Company's balance sheet at June 30, 2011, showed $1.72 billion
in total assets, $1.83 billion in total liabilities and a $113.71
million total shareholders' deficit.

                       Bankruptcy Warning

On April 26, 2011, FNB United entered into investment agreements
with The Carlyle Group and Oak Hill Capital Partners to
recapitalize the Company, as well as a merger agreement with Bank
of Granite Corporation.  On June 16 and Aug. 4, 2011, the Company
entered into subscription agreements with various accredited
investors for the purchase and sale of its common stock.
Together, the investment agreements with Carlyle and Oak Hill
Capital and the subscription agreements contemplate the issuance
of $310 million of common stock of the Company at $0.16 per share.

Completion of the recapitalization, including the sale of common
stock to The Carlyle Group and Oak Hill Capital Partners and the
other investors, is subject to various conditions, certain of
which are outside of the Company's control and may not be
satisfied.  The closing conditions to the recapitalization include
receipt of requisite regulatory approvals and other customary
closing conditions.  No assurance can be given that all conditions
will be satisfied timely or at all.  The Company said if it fails
to consummate the recapitalization, it is expected it will not be
able to continue as a going concern, it may file for bankruptcy
and the Bank may be placed into FDIC receivership.  The equity
financing transaction, if completed, will result in substantial
dilution to the Company's current shareholders and could adversely
affect the market price of the Company's common stock.


FONAR CORP: Diagnostic Breakthrough in MS Achieved with MRI
-----------------------------------------------------------
In a newly published paper, medical researchers at FONAR
Corporation report a diagnostic breakthrough in multiple
sclerosis (MS), based on observations made possible by the
Company's unique FONAR UPRIGHT Multi-Position MRI.  The findings
reveal that the cause of multiple sclerosis may be biomechanical
and related to earlier trauma to the neck, which can result in
obstruction of the flow of cerebrospinal fluid (CSF), which is
produced and stored in the central anatomic structures of the
brain known as the ventricles.  Since the ventricles produce a
large volume of CSF each day (500 cc), the obstruction can result
in a build up of pressure within the ventricles, resulting in
leakage of the CSF into the surrounding brain tissue.  This
leakage could be responsible for generating the brain lesions of
multiple sclerosis.

The paper, titled "The Possible Role of Cranio-Cervical Trauma and
Abnormal CSF Hydrodynamics in the Genesis of Multiple Sclerosis,"
has just been published and appears in the latest issue of the
journal Physiological Chemistry and Physics and Medical NMR
(Sept. 20, 2011, 41: 1-17).  It is co-authored by MRI
researchers Raymond V. Damadian and David Chu.

Commenting on the study, the lead researcher and president of
FONAR, Raymond V. Damadian stated, "These new observations have
uncovered biomechanical barriers that appear to give rise to
multiple sclerosis, and, even more excitingly, these barriers may
be therapeutically addressable."  Damadian is the medical
doctor who discovered the abnormal signals from tissue that are
the basis of every MRI image made today and who went on to invent
the MRI and build the world's first MRI by hand at New York's
Downstate Medical Center.

The findings are based on viewing the real-time flow of
cerebrospinal fluid in a series of eight randomly chosen patients
with multiple sclerosis.

The cerebrospinal fluid, known as CSF, lubricates the brain and
spinal cord.  Utilizing FONAR's patented Advanced UPRIGHT(R)
Multi-Position(R) MRI technology, the team was able to view the
flow of cerebrospinal fluid in and out of the brain with the
patients lying down and upright.  These invaluable dual
observations have only been possible since the invention of an MRI
capable of imaging the patient upright.

Damadian and co-researcher, Chu, discovered obstructions of the
CSF flow in all eight patients in the study and, in seven out of
eight patients, the obstruction was more pronounced when the
patient was in the upright position.  The UPRIGHT(R) MRI also
revealed that these obstructions were the result of structural
deformities of the cervical spine, induced by trauma earlier in
life.

The research was initiated when Damadian and Chu scanned a patient
with multiple sclerosis.  In reviewing the MRI scans, Damadian
noted that one of the MS lesions in the patient's brain was
directly connected with the CSF within the ventricles of the
brain, which are the structures in which the body continuously
produces CSF fluid.  It does so through a network of blood vessels
within the ventricles known as the choroid plexus.  This network
generates a large volume of CSF daily, approximately 500 cc.

Damadian knew that in multiple sclerosis the lesions are typically
concentrated adjacent to the ventricles and are peri-ventricular
in distribution.  He had also determined that the patient had a
history of severe trauma to the cervical spine.  When a careful
history of subsequent patients in the study was taken, it revealed
that all but one had also experienced some form of serious
traumatic injury to the cervical spine.

When viewing MRI scans of the first patient, Damadian hypothesized
that any obstructions of the continuous circulation of the daily
volume of CSF out of the brain to the spinal cord and back could
cause increased pressure within the ventricles, which could result
in leakage of the fluid into the brain tissue surrounding the
ventricles.

Damadian knew that CSF fluid contains proteins, which are made up
of polypeptides, in fact, that the fluid contains more than 300
polypeptides.  Nine of the proteins they form are known to be
antigens that stimulate the production of antibodies.  He wondered
if these proteins, leaking into the brain tissue, could be
initiating the antigen-antibody complexes in the brain that cause
the pathology and symptoms of multiple sclerosis.

The disease results in the destruction of the coverings, or myelin
sheaths, that insulate the nerve fibers of the brain.  The
destruction prevents the nerves from functioning normally and
produces the symptoms of multiple sclerosis.  The destruction is
the origin of the multiple sclerosis lesions seen on the MRI
images.

But, unlike nerve tissue, the myelin sheaths can regenerate - once
the cause of their destruction is eliminated.  The paper
suggests that surgical or biomechanical remediation of the
obstruction of the flow of CSF in the cervical spine could relieve
the increased CSF pressure within the ventricles and eliminate the
resultant leakage of fluid into the surrounding brain tissue and
the inflammation of the myelin sheaths that it generates.  Once
the leakage has been stopped, the myelin sheaths could be repaired
by the body's myelogenesis process with the prospect of a return
to normal nerve function for these nerves.

                            About FONAR

FONAR was incorporated in 1978, making it the first, oldest and
most experienced MRI company in the industry.  FONAR introduced
the world's first commercial MRI in 1980, and went public in 1981.
Since its inception, nearly 300 recumbent-OPEN MRIs and 150
UPRIGHT(R) Multi-Position(TM) MRI scanners worldwide have been
installed.  FONAR's stellar product line includes the Upright(TM)
MRI (also known as the Stand-Up(TM) MRI), the only whole-body MRI
that performs Position(TM) imaging (pMRI(TM)) and scans patients
in numerous weight-bearing positions, i.e. standing, sitting, in
flexion and extension, as well as the conventional lie-down
position.

The Company reported net income of $3.31 million on $33.13 million
of total revenues for the fiscal year ended June 30, 2011,
compared with a net loss of $3.01 million on $31.81 million of
total revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed
$31.58 million in total assets, $25.71 million in total
liabilities, and $5.86 million in total stockholders' equity.

Marcum, LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has negative working capital at
June 30, 2011, and is dependent on asset sales to fund its
operations.


FRC LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: FRC, LLC
        One Faneuil Hall Market Place
        Boston, MA 02109

Bankruptcy Case No.: 11-19466

Chapter 11 Petition Date: October 4, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: John C. Elstad, Esq.
                  MURPHY & KING, P.C.
                  One Beacon Street
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617) 423-0498
                  E-mail: jce@murphyking.com

Estimated Assets: $500,001 to $1,000,000

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

A copy of the list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab11-19466.pdf

The petition was signed by Robert Hedges.


GAMETECH INT'L: Common Stock Delisted from NASDAQ
-------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Gametech International Inc.'s common stock.

                     About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with a
net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended Nov. 1, 2009.

Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed
substantial doubt about GameTech International, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered reoccurring losses from operations and
has been unable to extend the maturity of its debt, or raise
additional capital necessary to execute its business plan.

The Company's balance sheet at May 1, 2011, showed $40.19 million
in total assets, $32.33 million in total liabilities and $7.86
million in total stockholders' equity.


GARLOCK SEALING: Wants Plea to Reopen 2 Cases Addressed
-------------------------------------------------------
Garlock Sealing Technologies LLC asks two bankruptcy courts to
schedule and conduct a status conference in the Chapter 11 cases
of these debtors:

  Court                       Chap. 11 Debtors' cases
  -----                       -----------------------
  A. U.S. Bankruptcy Court    * Owens Corning
     for the District of      * ACandS, Inc.
     Delaware                 * Armstrong World Industries, Inc.
                              * Combustion Engineering, Inc.
                              * The Flintkote Company
                              * Kaiser Aluminum Corp.
                              * US Mineral Products Company
                              * USG Corp.
                              * W.R. Grace & Co.

B. U.S. Bankruptcy Court     * Mid-Valley, Inc.
    for the Western District  * North American Refractories Co.
    of Pennsylvania           * Pittsburgh Corning Corp.

Garlock Sealing asks the Courts to address its request to reopen
the Chapter 11 cases in order to access judicial records and
statements made pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure.

Garlock filed its Requests approximately seven months ago, and a
hearing was held approximately six months ago.

Gregory W. Werkheiser, Esq., at Morris Nichols Arsht & Tunnell
LP, in Wilmington, Delaware, notes that Garlock's statutory plan
exclusivity period in its own Chapter 11 bankruptcy case will
terminate in November 2011, and is not subject to further
extension.  He says that before the exclusivity ends, Garlock
intends to file both a plan of reorganization and a proposal for
pre-trial proceedings leading to an estimation of asbestos
claims.

"Further delay in the resolution of the Garlock Motions is likely
to introduce delay and instability into this schedule and
Garlock's reorganization process, which Garlock wishes to avoid,"
Mr. Werkheiser argues.

Mr. Werkheiser further contends that it is appropriate to revisit
the Garlock's Requests at this time because, since the Hearing,
public interest has intensified concerning potential
inconsistencies between plaintiffs' exposure allegations in tort
system discovery and their exposure allegations when pursuing
bankruptcy law remedies.

On September 9, 2011, the Subcommittee on the Constitution in the
Judiciary Committee of the U.S. House of Representatives convened
a hearing titled "How Fraud and Abuse in the Asbestos
Compensation System Affect Victims, Jobs, the Economy, and the
Legal System."  One of the topics aired at this hearing was
whether asbestos claimants are taking advantage of
confidentiality provisions in trust distribution procedures for
524(g) trusts to make inconsistent representations in the tort
system and before Trusts concerning their exposure history.

Garlock's Requests, Mr. Werkheiser explains, do not seek exposure
evidence submitted to Trusts, but rather documents filed in the
Courts containing evidence of claimants' claims and exposures but
the underlying issue is ultimately the same one aired in the
Congressional Hearing and in Mr. Stengel's written statement: Are
claimants taking inconsistent positions concerning their
exposures when pursuing their tort and bankruptcy law remedies,
and to what extent.

As of October 3, 2011, the Courts have not yet entered orders
granting or denying Garlock's Requests.  As a result and to
advance the expeditious consideration of matters critical to the
administration of Garlock's bankruptcy case, Garlock has filed a
request for a status conference at the Courts' earliest
convenience.

                     About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                         *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's Investors Service.

                     About Mid-Valley Inc.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown &
Root International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide
a wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case
No. 02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq.,
and Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent
the Debtors in their restructuring efforts.  On June 30, 2004,
the Debtors disclosed $6.255 billion in total assets and
$5.295 billion in total liabilities.

The Bankruptcy Court's July 17, 2004, confirmation of the Debtors'
Prepackaged Plan, and the District Court's affirmation order on
July 26, 2004, allowed the Debtors to emerge from bankruptcy
protection on Jan. 3, 2005.


GENTA INC: RA Capital Discloses 9.9% Equity Stake
-------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, RA Capital Management, LLC, and its affiliates
disclosed that they beneficially own 42,934,982 common shares of
Genta Incorporated representing 9.99% of the shares outstanding.
A full-text copy of the filing is available for free at:

                        http://is.gd/EYhV74

                      About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern
following the 2010 financial results.  The independent auditors
noted that of the Company's recurring losses from operations,
negative cash flows from operations and current maturities of
convertible notes payable.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not
include a going concern explanatory paragraph in its audit report
on the Company's financial statements for fiscal 2009.

The Company reported a net loss of $167.3 million on $257,000 of
sales for 2010, compared with a net loss of $86.3 million on
$218,000 for 2009.

The Company's balance sheet at June 30, 2011, showed $6.44 million
in total assets, $19.10 million in total liabilities, and a
$12.65 million total stockholders' deficit.

At June 30, 2011, Genta had cash and cash equivalents totaling
$5.2 million, compared with $12.8 million at Dec. 31, 2010.  Net
cash used in operating activities during the first six months of
2011 was $7.3 million, or approximately $1.2 million per month.

                      Bankruptcy Warning

Presently, with no further financing, the Company projects that it
will run out of funds during the third quarter of 2011.  The
Company currently does not have any additional financing in place.
If the Company is unable to raise additional funds, it could be
required to reduce its spending plans, reduce its workforce,
license one or more of its products or technologies that it would
otherwise seek to commercialize, sell certain assets, or even
declare bankruptcy.  The Company said there can be no assurance
that it can obtain financing, if at all, or raise such additional
funds, on terms acceptable to it.


GENTA INC: Has 686.7 Million Outstanding Common Shares
------------------------------------------------------
The number of outstanding shares of Genta Incorporated common
stock par value $0.001 as of Oct. 7, 2011, was 686,746,087.

                      About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern
following the 2010 financial results.  The independent auditors
noted that of the Company's recurring losses from operations,
negative cash flows from operations and current maturities of
convertible notes payable.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not
include a going concern explanatory paragraph in its audit report
on the Company's financial statements for fiscal 2009.

The Company reported a net loss of $167.3 million on $257,000 of
sales for 2010, compared with a net loss of $86.3 million on
$218,000 for 2009.

The Company's balance sheet at June 30, 2011, showed $6.44 million
in total assets, $19.10 million in total liabilities, and a
$12.65 million total stockholders' deficit.

At June 30, 2011, Genta had cash and cash equivalents totaling
$5.2 million, compared with $12.8 million at Dec. 31, 2010.  Net
cash used in operating activities during the first six months of
2011 was $7.3 million, or approximately $1.2 million per month.

                       Bankruptcy Warning

Presently, with no further financing, the Company projects that it
will run out of funds during the third quarter of 2011.  The
Company currently does not have any additional financing in place.
If the Company is unable to raise additional funds, it could be
required to reduce its spending plans, reduce its workforce,
license one or more of its products or technologies that it would
otherwise seek to commercialize, sell certain assets, or even
declare bankruptcy.  The Company said there can be no assurance
that it can obtain financing, if at all, or raise such additional
funds, on terms acceptable to it.


GENTIVA HEALTH: Moody's Says Senate Report No Impact on 'B1' CFR
----------------------------------------------------------------
According to Moody's Investors Service the Senate Fiance Committee
Report regarding the Home Health and Medicare Therapy Threshold
will not change Gentiva Health Services, Inc B1 Corporate Family
rating or review for downgrade.

Gentiva Health Services, Inc., a leading provider of home health
and hospice services in the US, has been under increasing scrutiny
as CMS (Centers for Medicare and Medicaid Services) and Congress
look for ways to reduce medical spending and reduce systemic
fraud. The most recent event to cast a shadow on GTIV's future was
the October 3rd release of a report from the Committee on Finance
of the United States Senate citing evidence of "abuse" of the
Medicare home health program by the largest publicly traded home
health care companies including GTIV. Amedysis and LHC Group were
also included and are unrated by Moody's. This investigation has
not changed Moody's current B1 Corporate Family rating or review
for downgrade although it highlights the level of uncertainty
around future compensation practices for the sector. The
conclusion of the report was a recommendation from the Senate
Finance Committee suggesting CMS embrace an alternative payment
model including the elimination of therapy thresholds and the
possible transition to a bundled payment system. That outcome
would not necessarily increase GTIV's credit risk profile although
it would likely require administrative changes.

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

Gentiva Health Services, Inc. offers direct home nursing and
therapies, including specialty programs, as well as hospice care
with over 450 locations in 42 states. Gentiva reported revenues of
over $1.7 billion for the twelve months ended June 30, 2011.


GEORGIA-PACIFIC: Fitch Withdraws BB+ Rating on Sr. Unsec. Bonds
---------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
ratings for Georgia-Pacific LLC as follows:

  -- Issuer Default Rating (IDR) at 'BBB-';
  -- Senior secured revolver and first lien term loans following
     their repayment at 'BBB';
  -- Guaranteed unsecured notes at 'BBB-';
  -- Senior unsecured bonds/notes at 'BB+'.

Fitch has withdrawn the aforementioned ratings for business
reasons.  The ratings are no longer relevant to the agency's
coverage.


GRIFFIN SAND: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Griffin Sand & Concrete Co., Inc.
        20301 NW Evans Avenue
        Blountstown, FL 32424

Bankruptcy Case No.: 11-40823

Chapter 11 Petition Date: October 7, 2011

Court: U.S. Bankruptcy Court
       Northern District of Florida (Tallahassee)

Debtor's Counsel: Allen Turnage, Esq.
                  LAW OFFICE OF ALLEN TURNAGE
                  P.O. Box 15219
                  2344 Centerville Road, Suite 101
                  Tallahassee, FL 32317
                  Tel: (850) 224-3231
                  Fax: (850) 224-2535
                  E-mail: service.attyallen@embarqmail.com

Estimated Assets: $500,001 to $1,000,000

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

The Company?s list of its 11 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flnb11-40823.pdf

The petition was signed by Lisa Griffin-Walden, president.


HAMPTON ROADS: Three Directors Elected at Annual Meeting
--------------------------------------------------------
The annual shareholders meeting of Hampton Roads Bankshares, Inc.,
was held on Oct. 4, 2011.  At the meeting, shareholders:

   (1) elected Robert B. Goldstein, Hal F. Goltz and Randal K.
       Quarles to the Board of Directors for a term of three years
       each, expiring at the 2014 annual meeting;

   (2) ratified the appointment of KPMG LLP as the Company's
       independent auditors for the fiscal year ending Dec. 31,
       2011;

   (3) approved the Company's 2011 Omnibus Incentive Plan; and

   (4) approved a proposal endorsing the compensation of the
       Company's named executive officers.

                  About Hampton Roads Bankshares

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

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

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

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The Company reported a net loss of $210.35 million on $122.20
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $201.45 million on $149.44 million of
total interest income during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.59 billion
in total assets, $2.43 billion in total liabilities, and
$161.64 million in total shareholders' equity.


HARRY & DAVID: Highly Rated by Consumer Reports
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a company with financial problems isn't necessarily
unpopular with customers.  Recently reorganized Harry & David
Holdings Inc. is a case in point.  The specialty-food retailer and
direct marketer had the third-highest-rated outlet store among the
58 surveyed in the November issue of Consumer Reports. Harry &
David was rated high for service.

                       About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.  Affiliates
Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David
Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear
Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed
separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

David G. Heiman, Esq., Brad B. Erens, Esq., and Timothy W.
Hoffman, Esq., at Jones Day, are the Debtors' lead counsel.
Daniel J. DeFranceschi, Esq., Paul Noble Heath, Esq., and Zachary
Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors'
local counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

The Debtor also tapped DJM Realty Services, LLC, as real estate
consultants; Alvarez & Marsal North America to provide the Debtors
an interim chief executive officer and chief restructuring officer
and certain additional officers; and McKinsey Recovery &
Transformation Services U.S. LLC as their management consultant.

The Company's bondholders are being advised by Stroock & Stroock &
Lavan LLP, as legal counsel, and Moelis & Company, as financial
advisor.  Lowenstein Sandler has been retained as counsel to the
unsecured creditors committee.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.

Harry & David in September 2011 implemented the Chapter 11
reorganization plan that the bankruptcy court approved in
August.


HAWKER BEECHCRAFT: Bank Debt Trades at 33% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 66.55 cents-on-
the-dollar during the week ended Friday, Oct. 7, 2011, a drop of
2.87 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa2 rating and Standard & Poor's CCC+ rating.
The loan is one of the biggest gainers and losers among 96 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.

The Company's balance sheet at June 30, 2011, showed $3.01 billion
in total assets, $3.33 billion in total liabilities, and a $317.30
million deficit.

Hawker Beechcraft reported a net loss of $304.3 million on $2.80
billion of total sales for 12 months ended Dec. 31, 2010.  Net
loss in 2009 and 2008 was $451.3 million and $157.2 million,
respectively.  The Company reported a net loss of $126 million on
$1.14 billion of total sales for the six months ended June 30,
2011, compared with a net loss of $120 million on $1.20 billion of
total sales for the six months ended June 27, 2010.

To reduce the cost of operations, in October 2010, the Company
announced it would implement a cost reduction and productivity
program.  The first part of the program consisted of the immediate
termination of approximately 8% of salaried employees while the
second part involves reducing the Company's factory and shop work
forces by approximately 800 employees by end of August 2011.

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HELLER EHRMAN: Fraudulent Transfer Suits Are 'Core'
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a fraudulent transfer suit, under either the
Bankruptcy Code or state law, is a core proceeding where the
bankruptcy court has authority to make final rulings, U.S.
Bankruptcy Judge Dennis Montali in San Francisco ruled Sept. 28.
Even if it is non-core and the bankruptcy court lacks
constitutional authority to issue final rulings, Judge Montali
said he should retain a fraudulent transfer case while making
final rulings on dispositive motions that don't require findings
on disputed facts.  If there's a right to a jury trial, Judge
Montali said he would send the case to U.S. District Court when
it's ready for trial.

Mr. Rochelle relates that the case involved the defunct law firm
Heller Ehrman LLC, which confirmed a Chapter 11 plan last year.
Creditors in effect are suing 16 law firms for profits on
unfinished business Heller Ehrman lawyers took with them when they
left for other firms.  Judge Montali wrote his 19-page opinion
recommending to the district court that it not withdraw the
reference by taking the suits out of bankruptcy court.

According to the report, disagreeing with some courts concluding
otherwise, Judge Montali said fraudulent transfer suits are core
proceedings because they don't exist outside bankruptcy.  He said
that the U.S. Supreme Court's decision this year in Stern v.
Marshall did not rule that bankruptcy judges can't make final
rulings in fraudulent transfer suits.

The report relates that even if he were wrong about core
jurisdiction, Judge Montali said the defendant law firms would not
be prejudiced.  If he were ultimately to find a law firm liable,
and if a district court on appeal were to decide the suit wasn't
core, the district judge could simply take the bankruptcy court's
decision as a recommended ruling.  Judge Montali said he is still
bound by a 1987 case from the U.S. Court of Appeals in San
Francisco called Mankin saying that fraudulent transfer suits are
core.

The lawsuit is Heller Ehrman LLP v. Arnold & Porter LLP (In
re Heller Ehrman LLP), 10-3203, U.S. Bankruptcy Court, Northern
District California (San Francisco).

                         About Heller Ehrman

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


HILL INTERNATIONAL: Extends Forbearance Pact with BoA to Oct. 17
----------------------------------------------------------------
As previously reported by the TCR on July 11, 2011, Hill
International, Inc., entered into a Forbearance Agreement with
Bank of America, N.A., Capital One, N.A., The PrivateBank and
Trust Company and PNC Bank N.A., as Lenders, and Bank of America,
N.A., as Administrative Agent, for the Secured Parties under the
Credit Agreement, dated June 30, 2009, among the Company, each
lender party thereto and the Administrative Agent.

As of Sept. 30, 2011, the Company, the Lenders and the
Administrative Agent entered into the Second Amendment to
Forbearance Agreement, amending the Forbearance Agreement, whereby
the Lenders agreed to forbear from enforcing their remedies
against the Company with respect to the Company's previously
disclosed failure to comply with financial covenants under the
Credit Agreement, specifically the Consolidated Leverage Ratio and
the Consolidated Fixed Charge Ratio, from Feb. 4, 2011, through
the earlier of (a) the date of the occurrence of any default or
event of default other than the Specified Defaults and (b)
Oct. 17, 2011.

The Company is negotiating with the Lenders to extend the term of
the Forbearance Agreement and expects to finalize those
negotiations by Oct. 16, 2011, although no assurances can be given
that such agreement will be reached before or after that date.

On Aug. 16, 2011, the Company, the Lenders and the Agent entered
into a First Amendment to Forbearance Agreement, also amending the
Forbearance Agreement.  The amendments set forth in the First
Amendment were not material.

A full-text copy of the Second Amendment to Forbearance Agreement
is available for free at http://is.gd/LcpS0k

                      About Hill International

Hill International, with 2,600 employees in 90 offices worldwide,
provides program management, project management, construction
management, real estate development, and construction claims and
consulting services.  Engineering News-Record magazine recently
ranked Hill as the 8th largest construction management firm in the
United States.  For more information on Hill, please visit the
Company's Web site at www.hillintl.com.


HOMELAND SECURITY: Incurs $3.9 Million Net Loss in Fiscal 2011
--------------------------------------------------------------
Homeland Security Capital Corporation filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
reporting a net loss of $3.98 million on $0 of revenue for the
year ended June 30, 2011, compared with net income of $2.04
million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $33.73
million in total assets, $40.35 million in total liabilities,
$169,768 in warrants payable, and a $6.79 million total
stockholders' deficit.

Coulter & Justus, P.C., in Knoxville, Tennessee, noted that
related party senior notes payable totaling $19,725,040 are due
and payable, the Company has incurred a loss from operations for
year ended June 30, 2011, and has a net capital deficiency in
addition to a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.

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

                        http://is.gd/Fks8GK

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

At Dec. 31, 2009, the Company had total assets of $35,815,519
against total liabilities of $38,018,448 and Warrants Payable --
Series H Preferred Stock of $169,768.  Stockholders' deficit was
$2,372,697 at December 31, 2009.

In March 2008, the Company entered into a stock purchase agreement
with YA Global Investments, L.P. pursuant to which the Company
sold to YA 10,000 shares of its Series H Convertible Preferred
Stock.  The Series H Stock is convertible into shares of Common
Stock at an initial ratio of 33,333 shares of Common Stock for
each share of Series H Stock, subject to adjustments -- including
the Company's wholly owned subsidiary, Safety & Ecology Holdings
Corporation, achieving certain earnings milestones, as defined,
for the calendar years ending December 31, 2009 and 2008.

Safety operates its business on a fiscal year ending June 30.
Safety achieved the first milestone for the calendar year ending
December 31, 2008.  However, the second financial milestone for
the calendar year ended December 31, 2009, has not been satisfied,
resulting in a potential adjustment to the conversion ratio
yielding approximately 56,300 shares of Common Stock for each
share of Series H Stock, or approximately a potential additional
230,000,000 shares of the Company's Common Stock in the aggregate.

Management is discussing with YA the possibility of a waiver or
amendment of any adjustment to the Series H Stock conversion
ratio, however there can be no assurances YA will waive or amend
the adjustment, if any, to the Series H Stock conversion ratio.
YA has not exercised its conversion rights as of February 22,
2010.

In June 2009 the Company entered into an agreement YA extending
the due date on its senior notes payable, and accrued interest, to
YA from March 14, 2010, until October 1, 2010, for $2,500,000 and
April 1, 2011, for $10,560,000.  In exchange, the Company agreed
to an increase in the interest rate, from 13% to 15%, on the
senior notes payable and certain other debt due to YA, effective
January 1, 2010, if the Company failed to secure a certain
contract by March 2010.  In December 2009, the Company was
informed that it had been eliminated from the award process for
this contract. Accordingly, the Company will begin recording
interest expense at the increased rate effective Jan. 1, 2010.

As reported by the TCR on Aug. 10, 2011, Homeland Security entered
into a Forbearance Agreement by and among YA Global Investments,
L.P., as lender, Homeland Security Advisory Services, Inc.,
Celerity Systems, Inc., and Nexus Technology Group, Inc., pursuant
to which the Lender agreed to forbear from exercising its rights
and remedies under the Financing Documents and applicable law with
respect to one or more Events of Default that have occurred and
are continuing as a consequence of the Company having failed to
pay, when due at maturity, all outstanding principal and accrued
and unpaid interest under the Company's outstanding debt with the
Lender.


HOMER CITY: Moody's Lowers Rating on Pass Through Bonds to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded Homer City Funding LLC's
(Homer City or Project) pass through bonds to B2 from Ba3. The
outlook remains negative.

RATINGS RATIONALE

The rating action reflects the final Cross State Air Pollution
Rule (CSAPR) finalized in July 2011 that is likely to have a
substantial negative impact on Homer City starting in 2012 and
2013. Homer City expects to receive only 22% of the allowances it
requires for typical operations. Moody's estimates that the
incremental cost of emissions could be around $90 million based on
EPA's estimate of emission costs and assuming 'normal' operations
typical over the last several years. These additional costs could
result in significant deterioration in the project's senior rent
coverage ratio from the 1.7-1.8 times previously expected and to
potentially below 1.0 times in 2012. For 2013, Moody's expects
senior rent coverage above 1 times based on a decrease in senior
debt service and an increase in capacity revenues. That said, the
ultimate impact of CSAPR on the Project's financial metrics is
uncertain given potential changes to Homer City's operational
profile, final emission costs and changes in wholesale energy
prices. Additionally, Moody's acknowledges multiple legal
challenges to CSAPR and political pressure that could result in
delays or modification to CSAPR. On October 6, the US EPA proposed
modifications to CSAPR such as delaying the 'assurance penalty'
provision until 2014 instead of 2012. Moody's views these proposed
changes as a modest benefit to the Project.

The rating downgrade also incorporates the effective need for the
Project to install SO2 emissions control equipment by 2014 to meet
CSAPR requirements for two of the project's three units and
substantial uncertainty regarding the source and form of the
additional $600-700 million of capital needed by the Project. If
the Project is unable to source additional capital and install the
necessary emission equipment, Moody's incorporates the assumption
that Unit 1 and 2 would not be able to meet CSAPR's 2014 emissions
restrictions and would be retired. Additionally, Moody's
recognizes that the current financing structure allows for up to
$300 million of additional senior indebtedness subject to certain
conditions.

Further pressuring the project's rating is the major forced outage
for two of the project's units for roughly 2-3 months in early
2011, the deterioration of parent company Edison Mission Energy's
(EME) credit quality, the minimal energy hedging at the project
for the 2012-2013 time frame and 40% drop in capacity prices in
the most recent PJM capacity auction.

The negative outlook considers uncertainty regarding the Project's
credit deterioration if CSAPR is fully implemented under its
current form, the potential for below 1.0 times senior rent
coverage starting in 2012, and uncertainties on the source and
form of additional capital necessary to fund environmental capital
expenditures.

The rating could stabilize if Homer City is able to source the
additional required capital for environmental control equipment
while sustaining financial metrics in the high end of the 'B'
category, if Homer City is able to substantially extend its
hedging, if the Project improves its operating performance and if
EME's credit quality were to improve.

The rating could be downgraded if Homer City is unable to source
additional capital to fund its required environmental capital
expenditures or if Homer City is unable to maintain financial
metrics comfortably in the 'B' category after 2012.

Homer City Funding LLC is a Delaware limited liability company and
special purpose funding vehicle created for the purpose of
engaging in a sale-leaseback transaction involving 1,884 megawatts
(MW) leased by EME Homer City Generation L.P (EME Homer City). EME
Homer City is an indirect wholly-owned subsidiary of Edison
Mission Energy (EME: B3 Corporate Family Rating). EME, an
independent power producer, is a wholly owned subsidiary of Edison
International (EIX: Baa2 Issuer Rating).

The principal methodology used in this rating was Power Generation
Projects published in December 2008.

The last rating action was on February 3, 2011 when Homer City's
rating was downgraded to Ba3 from Ba2.


HORIZON LINES: Completes Comprehensive Refinancing
--------------------------------------------------
Horizon Lines, Inc., completed a comprehensive refinancing of the
Company's entire capital structure.  The new capital structure
addresses the Company's financial needs by providing adequate
liquidity to fund continuing operations and the ability to achieve
substantial additional debt reduction.

"We now have a new capital structure that eliminates the
refinancing uncertainty faced by our company over the past several
months and better positions us for the future," said Stephen H.
Fraser, president and chief executive officer.  "We have put in
place a solid financial foundation that affords us the opportunity
to grow our business and significantly reduce debt over time."

The terms of the recapitalization, which results in a $652.8
million financial restructuring, consist of the following:

   * Certain holders of the 4.25% convertible senior notes due
     2012 and certain other parties purchased $225.0 million of
     11.00% first-lien secured notes.  The notes mature in October
     2016, and are callable at 101.5% of the aggregate principal
     plus accrued and unpaid interest in year one, and at par plus
     accrued and unpaid interest thereafter.

   * Certain holders of the 2012 convertible notes and certain
     other parties also purchased $100.0 million of second-lien
     secured notes, maturing in October 2016.  The second-lien
     notes bear interest, payable semi-annually at a rate of
     13.00% per annum if paid in cash, 14.00% per annum if paid
     50% in cash and 50% in kind, and 15.00% per annum if paid in
     kind, at the Company's option.  The $100.0 million amount
     includes second-lien notes that were issued in exchange for a
     $25.0 million bridge loan that was entered into in September
     2011, with the remaining $75.0 million issued at par.  The
     new second-lien secured notes are non callable for two years.
     After that, they are callable at 106% of the aggregate
     principal plus accrued and unpaid interest in year three, at
     103% plus accrued and unpaid interest in year four, and at
     par plus accrued and unpaid interest thereafter.

   * Additionally, the Company and its subsidiaries entered into a
     new, $100.0 million, asset-based revolving credit facility
     arranged through Wells Fargo Capital Finance, LLC, to provide
     liquidity for continuing operations.  Availability under the
     ABL facility is based on a percentage of eligible accounts
     receivable, up to a maximum of $100.0 million.  The ABL
     facility matures in October 2016, although the maturity will
     accelerate by 90 days if the first-lien notes and second-lien
     notes have not been repaid, refinanced or defeased by that
     date.  The ABL facility bears interest at a floating rate
     based on a specified spread over LIBOR.  The initial rate
     will be LIBOR plus 3.25%.  No amounts were drawn at the
     closing date, although there were $19.1 million of
     outstanding letters of credit under the ABL facility, with
     $67.1 million available for borrowing.

   * The company also completed its exchange offer and consent
     solicitation, in which $178.8 million of new 6.00% Series A
     convertible senior secured notes due April 15, 2017, $99.3
     million of new 6.00% Series B mandatorily convertible senior
     secured notes, and $49.7 million of common stock and
     warrants, issued at $1.00 par value, were exchanged for the
     $327.8 million of 2012 convertible notes that were validly
     tendered in the exchange offer.  In total, 99.3% of the
     $330.0 million of 2012 convertible notes were validly
     tendered in the exchange offer.  Interest on the new notes is
     payable semi?annually in cash.  The Series A Notes are
     convertible at the option of the holders, and at the
     Company's option under certain circumstances beginning on the
     one-year anniversary of their issuance, into shares of common
     stock or warrants.  The Series B Notes are mandatorily
     convertible into shares of the Company's common stock or
     warrants in two equal installments of approximately $49.7
     million each on the three-month and nine-month anniversaries
     of the consummation of the exchange offer, subject to certain
     conditions.

"We greatly appreciate the support of our note holders, previous
lender group and the new lenders to facilitate this comprehensive
and complex refinancing in an orderly and timely manner," said
Michael T. Avara, executive vice president and chief financial
officer.  "We also are grateful to our teams of advisors from
Kirkland & Ellis LLP and Moelis & Company for their expert advice,
creativity and diligence through this arduous process.  Our thanks
further extends to Paul, Weiss, Rifkind, Wharton & Garrison LLP
and Houlihan Lokey, who were the legal and financial advisors,
respectively, to the holders of the 2012 convertible notes, for
their important contributions."

In the exchange offer, the Company issued 25.1 million shares of
common stock and 24.6 million warrants, based on the U.S.
citizenship verifications of the participating 2012 convertible
note holders.

Under terms of the new notes, and subject to certain conditions,
the Company has the right to convert the new Series B Notes into
$49.7 million of common stock or warrants at approximately $0.73
per share after Jan. 5, 2012, and another $49.7 million of common
stock or warrants at approximately $0.73 per share after July 5,
2012.  After Oct. 5, 2012, subject to certain conditions, the
Company has the right to convert into common stock or warrants the
new Series A Notes at its option, in whole or in part, and from
time to time, at approximately $0.45 per share, plus accrued and
unpaid interest, provided that the 30-trading-day, volume-weighted
average price of the common stock is at least $0.63 per share at
the conversion date.

Proceeds from the first-lien notes and the second-lien notes were
used, among other things, to satisfy in full the Company's
obligations outstanding under its previous first-lien revolving
credit facility and term loan, which totaled $265.0 in principal
and $1.4 million in accrued interest and fees.

In connection with the consent solicitation, holders of old notes
consented to amend the indenture related to the 2012 convertible
notes, and the Company and the trustee executed a supplemental
indenture, removing or amending substantially all of the
restrictive covenants, as well as modifying certain of the events
of default and various other provisions contained in the old
indenture.

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

                        http://is.gd/0Doe3E

                        About Horizon Lines

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

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

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

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

                          *     *     *

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

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


HORIZON LINES: Moody's Revises PDR to 'Caa2\LD'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service revised Horizon Lines, Inc.'s
Probability of Default Rating ("PDR") to Caa2\LD ("Limited
Default") from Caa3 in recognition of the completed debt
restructuring which will result in losses for the holders of its
existing $330 million of convertible senior unsecured notes due
2012. Moody's raised Horizon's Corporate Family Rating to Caa2
from Caa3 to reflect the company's somewhat improved credit
profile following the restructuring of its debt capital. Moody's
also assigned B2 and Caa2 ratings, respectively, to the company's
new first lien and second lien senior secured notes, each due in
2016. Moody's will remove the LD modifier on the PDR after three
business days. In addition, Moody's assigned a Speculative Grade
Liquidity Rating of SGL-3. The ratings outlook is stable. Moody's
will withdraw its ratings on the company's previously rated debt,
all of which have been settled in the restructuring.

Upgrades:

   Issuer: Horizon Lines, Inc.

   -- Probability of Default Rating, Upgraded to Caa2/LD from Caa3

   -- Corporate Family Rating, Upgraded to Caa2 from Caa3

Assignments:

   Issuer: Horizon Lines, Inc.

   -- Speculative Grade Liquidity Rating, Assigned SGL-3

   -- Senior Secured Regular Bond/Debenture, Assigned B2, 19 ?
      LGD2

   -- Senior Secured Regular Bond/Debenture, Assigned Caa2, 52 ?
      LGD4

Withdrawals:

   Issuer: Horizon Lines, Inc.

   -- Senior Secured Bank Credit Facility, Withdrawn, previously
      rated B3, LGD2, 19 %

   -- Senior Secured Bank Credit Facility, Withdrawn, previously
      rated B3, LGD2, 19 %

   -- Senior Unsecured Conv./Exch. Bond/Debenture, Withdrawn,
      previously rated Ca, LGD5, 83%

Outlook Actions:

   Issuer: Horizon Lines, Inc.

   -- Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The Caa2 Corporate Family rating considers post-refinancing credit
metrics that are indicative of the Caa rating category. Horizon
maintains leading positions in its core Jones Act markets and
provides a key link in its customers' distribution chains and the
geographic regions it serves. However, earnings and cash flows
remain exposed to the economic cycle and could face increasing
pressure in upcoming quarters as economic growth remains muted.
The losses on the company's fast service from Asia to the U.S.
West coast are significant and in Moody's view unsustainable.
Weakening demand for international freight, excess capacity in the
trans-Pacific liner trade and the small size of Horizon's fleet of
five vessels make this service untenable in Moody's view. The Caa2
rating considers the drag of the FSX service on cash flow
generation, including the $32 million of annual charterhire for
the five ships. Moody's believes the company will continue to be
hard pressed to profitably deploy these five vessels. Liquidity is
adequate and supports the rating assignment.

The Probability of Default rating of Caa2\LD reflects the
completion of an offer to exchange the company's existing $330
million of convertible unsecured notes for a new issue of $280
million of convertible secured notes due 2017 (not rated). Certain
of the existing convertible noteholders and other parties are
providing the new debt capital in the out-of-court restructuring
except for a new, syndicated $100 million ABL revolver due 2016
(not rated). The existing first lien credit facility was paid in
full with the proceeds of the new rated notes. The existing
noteholders will initially receive 50 million shares of Horizon
stock, with a stipulated value of $1.00 per share. The exchange of
the notes for less than $330 million in cash results in Moody's
deeming a default on this instrument for credit rating purposes.

The stable outlook reflects Moody's belief that growth in demand
in the company's traditional Jones Act markets will remain muted
throughout 2012. Moody's anticipates that these operations will
contribute positive earnings and cash flows; however, a
significant portion thereof will likely fund expenses related to
the FSX service rather than be available to reduce debt to
strengthen credit metrics. The stable outlook also considers the
benefits to leverage and interest expense in 2012 as $100 million
of the new unrated 6% convertible secured notes mandatorily
convert to equity within the first nine months of the refinancing.

The ratings could be upgraded if Horizon is able to mitigate the
losses of the FSX service, leading to the expansion of earnings
and return of positive free cash flow generation. Free cash flow
at levels that allows the company to meet payments due on
previously agreed legal settlements and potential future
settlements with the opt-out plaintiffs affected by the price-
fixing violations in the Puerto Rico trade lane and to repay debt
to de-lever the balance sheet could positively pressure the
ratings. Moody's does expect modest improvement in credit metrics
within the Caa rating category in 2012 because of the $100 million
of debt reduction due to the mandatory conversion of a portion of
the new convertible notes. However, Moody's will more heavily
weight improvements in operating results when considering
potential positive rating actions. Free cash flow of at least $25
million per year, an EBIT margin of at least 4.0%, Debt to EBITDA
sustained below 7.2 times or Funds from Operations + Interest to
Interest of at least 2.0 times could lead to an upgrade of the
ratings. The inability to reverse the negative earnings and
negative cash flow generation that has plagued the company since
the inception of its FSX service at the beginning of 2011 would
exert downwards pressure on the ratings. Debt to EBITDA that is
sustained above 8.5 times or FFO + Interest to Interest below 1.2
times could lead to a downgrade of the ratings.

The principal methodology used in rating Horizon was the Global
Shipping 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. Please see the Credit Policy page on
www.moodys.com for a copy of these methodologies.

Horizon Lines, Inc. ("Horizon") based in Charlotte, North
Carolina, through its wholly-owned indirect operating subsidiary,
Horizon Lines, LLC, currently operates 11 of its 15 Jones Act
qualified U.S. flag container ships in Jones Act liner services
between the continental United States and either Alaska, Hawaii,
or Puerto Rico and five U.S. flag container ships between the Far
East, U.S. West coast and Guam.


HUSSEY COPPER: Lowenstein Sandler Representing Creditors
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hussey Copper Corp. had an official creditors'
committee with seven members appointed last week.  The panel
selected Lowenstein Sandler PC, a law firm from Roseland, New
Jersey, to serve as committee counsel.  Members of the committee
include the steel workers' union and an affiliate of Sims Metal
Management Ltd.

Mr. Rochelle discloses that Hussey began relations with the
committee contentiously by filing a lawsuit in bankruptcy court on
Oct. 7 against the Sims affiliate.  The complaint contends that
Sims affiliate Metal Management Pittsburgh Inc. received payment
before bankruptcy for $840,000 in copper that wasn't shipped.
Mr. Rochelle notes that absent a better offer at auction, Hussey
is using Chapter 11 to sell the business for $84.7 million to a
buyer named KHC Acquisition Corp. under a contract worked out
before bankruptcy.  According to the sale contract, the buyer is
related to Kataman Metals LLC from St. Louis and Cobalt Ventures
from Louisville, Kentucky.  The hearing to approve sale procedures
is set for Oct. 18.

                        About Hussey Copper

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

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

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


INNKEEPERS USA: Cerberus in Advanced Talks on Lower Price
---------------------------------------------------------
The Wall Street Journal's Joseph Checkler reports that Cerberus
Capital Management LP and Innkeepers USA Trust are now in advanced
talks on a lower price for Innkeepers' portfolio of 64 hotels,
according to people familiar with the matter.

The Journal relates Innkeepers lawyers pushed back the start of
the proceeding until at least Tuesday as they try to work out a
lower price.

According to the Journal, one person familiar with the matter said
that discussions over a lower price heated up over the weekend,
and another person said the two sides hope to come to an agreement
by the end of the day Monday.

"The parties are in negotiations but no settlement has been
reached yet," said Marc Beilinson, Esq., chief restructuring
officer for Innkeepers, according to the Journal.  "The trial is
currently set to begin [Oct. 11] at 10 a.m., and Innkeepers will
be fully prepared to proceed with litigation if a settlement is
not reached [Mon]day."

The bankruptcy court was set to hold the three-day trial --
starting Monday -- over a lawsuit Innkeepers filed against
Cerberus and Chatham.

                      Cerberus Sale Collapses

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

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

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

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

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

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

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

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

Attorneys for Cerberus are Alan R. Glickman, Esq., Howard O.
Godnick, Esq., Adam C. Harris, Esq., and Michael E. Swartz, Esq.,
at Schulte Roth & Zabel LLP, in New York, serve as counsel.
Attorneys at Wachtell, Lipton, Rosen & Katz, serve as counsel to
Chatham.

The Wall Street Journal's Mike Spector and Eliot Brown reported in
September that people familiar with the matter said creditors Five
Mile Capital Partners LLC and a unit of Lehman Brothers Holdings
Inc. are in discussions to acquire the 64 remaining hotels in a
possible deal valued at more than $1 billion.

                    About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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


IRED ELMHURST: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: IRED Elmhurst, LLC
        111 W. 3rd Street
        Elmhurst, IL 60126

Bankruptcy Case No.: 11-40662

Chapter 11 Petition Date: October 5, 2011

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

Judge: Eugene R. Wedoff

Debtor's Counsel: James R. Irving, Esq.
                  DLA PIPER LLP US
                  203 North LaSalle Street
                  Chicago, IL 60611
                  Tel: (312) 368-4000
                  E-mail: jim.irving@dlapiper.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
First Midwest Bank        Bank Loan              $12,026,890
care of: Bayview Loan
Servicing, LLC
Attn: Andrew Ghezzi
4425 Ponce De Leon
Blvd., Suite 500
Coral Gables, FL 33146

The petition was signed by Anthony A. Casaccio, president of
manager and sole member of Debtor.


J. CREW: Bank Debt Trades at 13% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which J. Crew is a
borrower traded in the secondary market at 86.61cents-on-the-
dollar during the week ended Friday, Oct. 7, 2011, a drop of 2.92
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 10, 2018, and
carries Moody's B1 rating.  The loan is one of the biggest gainers
and losers among 96 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

                           About J. Crew

J. Crew -- http://www.jcrew.com/-- is a nationally recognized
apparel and accessories retailer that differentiates itself
through high standards of quality, style, design and fabrics with
consistent fits and authentic details.  J. Crew is an integrated
multi-channel, multi-brand specialty retailer that operates stores
and websites to consistently communicate with its customers.  The
Company designs, markets and sells its products, including those
under the J. Crew, crewcuts and Madewell brands, offering complete
assortments of women's, men's and children's apparel and
accessories.  Its customer base consists primarily of affluent,
college educated, professional and fashion-conscious women and
men.  In 2011, J. Crew expanded its international e-commerce to
include shipping to the United Kingdom, while continuing to ship
anywhere in the U.S., Canada and Japan.

For the year ended Jan. 29, 2011, J. Crew reported net income of
$121.5 million on total revenues of $1.72 billion compared with
net6 income of $123.4 million on total revenues of $1.58 billion
in 2010.

As of Jan. 29, 2011, the Company's balance sheet showed $860.2
million in total assets, $349.0 million in total liabilities and
$511.1 million in total stockholders' equity.


JAMES RIVER: Steelhead Partners Discloses 9.9% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Steelhead Partners, LLC, and its affiliates
disclosed that they beneficially own 3,555,000 shares of common
stock of James River Coal Company representing 9.9% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/UJVo1d

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company's balance sheet at June 30, 2011, showed $1.42 billion
in total assets, $974.64 million in total liabilities and $453.47
million in total shareholders' equity.

                           *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


JGWPT HOLDINGS: Moody's Assigns 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating of B3
to JGWPT Holdings, LLC, the new post-merger parent company of
Peach HI, LLC, JG Wentworth, LLC and their respective
subsidiaries. In addition, Moody's assigned a B3 rating to the
term loan issued by Peach HI, LLC. The outlook is stable. Moody's
also withdrew the Corporate Family Rating of C on Peach HI, LLC.
These rating actions conclude the review for possible upgrade
initiated on July 22, 2011.

RATINGS RATIONALE

The rating reflects JGWPT's leading market position in its core
structured settlements payment purchasing business, which is
characterized by high profit margins and high barriers to entry.
Moody's believes that post-merger operating cost synergies will
benefit the Company's operating cash flows and profitability. The
rating also reflects the strong asset quality of structured
settlement payments.

Counterbalancing these attributes is the Company's substantial
dependence on confidence-sensitive wholesale funding markets, in
particular the securitization market, and its focus on purchasing
illiquid financial assets, primarily of structured settlement
payment streams. The pressures on the legacy companies' ability to
originate assets and access liquidity during the interruption in
securitization markets in 2008-2009 highlight the risks embedded
in JGWPT's funding structure. In addition, the Company's assets
are encumbered and JGWPT has a limited tangible capital cushion,
restricting its operating and financial flexibility.

Moody's notes that the structured settlement and life settlement
industries have been prone to regulatory scrutiny and lawsuits.
However, all JGWPT's purchases of structured settlement payments
are approved by a Court judge that assigns payment of the annuity
to the buyer, partially mitigating the regulatory and legal
exposure.

The stable outlook reflects Moody's expectation that the Company
will generate sufficient cash flows to meet its near-term debt
obligations (though the November 2013 maturity of its term loan
facility looms as a challenge), while maintaining historic
purchase yields in its primary business lines.

The principal methodology used in this rating was Analyzing The
Credit Risks Of Finance Companies published in October 2000.


JJR REALTY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: JJR Realty LLC
        6 Oak Drive
        Provincetown, MA 02657

Bankruptcy Case No.: 11-19482

Chapter 11 Petition Date: October 4, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

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 John M. Reis, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
GH Developers, LLC                                10/04/11


JK HARRIS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JK Harris & Company, LLC
        208A St. James Avenue
        Goose Creek, SC 29445

Bankruptcy Case No.: 11-06254

Chapter 11 Petition Date: October 7, 2011

Court: U.S. Bankruptcy Court
       District of South Carolina (Charleston)

Judge: John E. Waites

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

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

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/scb11-06254.pdf

The petition was signed by John K. Harris, managing member.

Affiliate that simultaneously sought Chapter 11 protection:

        Debtor                           Case No.
        ------                           --------
JKH Holding Co., LC                      11-06255
JK Harris Small Business Services, LLC   11-06256


JMR DEVELOPMENT: Section 341(a) Meeting Scheduled for Oct. 21
-------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors in JMR
Development's Chapter 11 case on Oct. 21, 2011, at 1:00 p.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.

Individuals and entities has until Jan. 19, 2012, to file proofs
of claim against the Debtor.  Government proof of claim is due by
March 18, 2012.

                About JMR Development Group, Corp.

Cabo Rojo, Puerto Rico-based JMR Development Group, Corp. filed
for Chapter 11 protection (Bankr. D.P.R. Case No. 11-07907) on
Sept. 16, 2011.  As of the Petition Date, the Debtor scheduled
assets of $12,732,474 and debts of $48,587,611.  The Debtor is
represented by:

         Charles Alfred Cuprill, Esq.
         CHARLES A CURPILL, PSC LAW OFFICE
         356 Calle Fortaleza, Second Floor
         San Juan, PR 00901
         Tel: (787) 977-0515
         E-mail: cacuprill@cuprill.com

Debtor-affiliate, JMR Tourist Development Group, Corp., also filed
for Chapter 11 protection (Bankr. D.P.R. Case No. 11-07911) on
Sept. 16, 2011.  The Debtor scheduled assets of $5,432,693 and
debts of $79,484,465.  The petitions were signed by Jorge III
Medina Ramirez, president.


KINETIC CONCEPT: Moody's Assigns Caa1 Rating to Sr. Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service (Moody's) has assigned a B3 rating to
the $1.65 billion of second lien notes and a Caa1 rating to the
$900 million of senior unsecured notes that will be used to fund
the proposed LBO of Kinetic Concepts, Inc. (KCI). Also, Moody's
upgraded the rating on the $2.4 billion first lien credit facility
to Ba2 from Ba3 because $400 million of the first lien loan was
reallocated to the junior tranches of the capital structure,
providing greater first loss absorption to the first lien debt,
consistent with Moody's Loss Given Default Methodology. The
Corporate Family (CFR) and Probability of Default Ratings remain
B2 and the ratings outlook is stable.

On July 13, 2011, a consortium of funds including Apax Partners
and controlled affiliates of Canada Pension Plan Investment Board
and Public Sector Pension Investment Board announced that they had
entered into a definitive agreement to acquire KCI through
acquisition vehicle Chiron Merger Sub, Inc. (Chiron) in a
transaction valued at $6.3 billion before costs and expenses.

Ratings actions for Chiron Merger Sub, Inc.:

Upgraded proposed $2.2 billion first lien term loan due 2018, to
Ba2 (LGD2, 21%) from Ba3 (LGD2, 26%)

Upgraded proposed $200 million first lien revolver due 2016, to
Ba2 (LGD2, 21%) from Ba3 (LGD2, 26%)

Assigned B3 (LGD4, 68%) to proposed $1.65 billion second lien
notes due 2019

Assigned Caa1 (LGD6, 92%) to proposed $900 million senior
unsecured notes due 2019

Existing ratings of KCI will be withdrawn upon closing of the
transaction and ensuing repayment of outstanding debt obligations.
The new ratings are subject to successful completion of the
proposed transaction and Moody's review of final documentation.

RATINGS RATIONALE

The B2 CFR reflects high financial leverage (debt / EBITDA) and
modest interest coverage on a pro forma basis, despite KCI's
relatively strong profitability margins and good near-term
liquidity profile. The transaction will add about $3.5 billion of
incremental debt to the capital structure, raising financial
leverage to approximately 6.7 times using Moody's standard
adjustments. Additionally, KCI faces product concentration risk,
declining revenues in the therapeutic support systems segment, and
risks associated with increasing competitive and reimbursement
pressures for the Vacuum Assisted Closure (V.A.C.) franchise,
which comprises about 70% of the company's revenues. The ratings
benefit from KCI's considerable scale and the proven clinical
efficacy of the V.A.C. product for use in intractable wounds, and
the large addressable markets of KCI's wound care and regenerative
medicine products.

The stable ratings outlook incorporates modest competitive and
pricing pressure on V.A.C. products, partially offset by
anticipated volume growth from new product introductions and
international expansion. Given reimbursement uncertainties,
competitive pressures and KCI's high financial leverage, Moody's
does not anticipate a ratings upgrade in the near-term. However,
Moody's could upgrade the ratings if more clarity arises within
the reimbursement environment and KCI were to diversify its
product base, achieve consolidated organic revenue growth,
maintain gross margins, and reduce debt such that financial
leverage were to fall below 5.5 times and free cash flow to debt
were to exceed 5%, both on a sustained basis. Moody's could
downgrade the ratings if competitive or pricing/reimbursement
pressures resulted in material top-line deterioration or margin
contraction such that financial leverage was not maintained below
6.5 times or if Moody's expected sustained negative free cash
flow.

The principal methodologies used in this rating were Global
Medical Products & Device Industry published in October 2009, and
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Kinetic Concepts, Inc., headquartered in San Antonio, Texas, is a
global medical technology company with leadership positions in
advanced wound care, regenerative medicine and therapeutic support
systems (i.e., medical beds). The company's advanced wound care
systems incorporate proprietary V.A.C. technology. KCI reported
revenues of approximately $2.1 billion for the twelve months ended
June 30, 2011.


KL ENERGY: Alan Rae Resigns as Board of Directors Chairman
----------------------------------------------------------
Alan Rae resigned as Chairman of the Board of Directors of KL
Energy Corporation in order to devote more time to developing new
business interests effective Oct. 7, 2011.  Mr. Rae remains as a
director.  Mr. Pedro de Boeck, a director of the Company since
June 2010, was appointed as the new Chairman of the Board.

                    About KL Energy Corporation

Based in Rapid City, South Dakota, KL Energy Corporation
-- http://www.klenergycorp.com/-- formerly known as Revive-it
Corp., focuses on developing unique technical and operational
capabilities designed to enable the production and
commercialization of biofuel, in particular ethanol from
cellulosic biomass.  The Company also plans to provide contracted
engineering and project development services to third party
customers.

The Company's balance sheet at June 30, 2011, showed $4.67 million
in total assets, $21.28 million in total liabilities and a $16.61
million total stockholders' deficit.

The Company reported a net loss of $20.90 million on $4.07 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $8.25 million on $0 of revenue during the prior year.

As reported by the TCR on March 23, 2011, Ehrhardt Keefe Steiner &
Hottman PC expressed substantial doubt about the Company's ability
to continue as a going concern.  Ehrhardt Keefe noted that the
Company has suffered recurring losses and has an accumulated
deficit.  Accordingly, unless the Company raises additional
working capital, obtain project financing or revenues grow to
support the Company's business plan, the Company may be unable to
remain in business.


KOLORFUSION INT'L: Wins Confirmation of Bootstrap Chapter 11 Plan
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kolorfusion International Inc. won confirmation of an
old-fashioned bootstrap Chapter 11 plan last week.  Most companies
these days either sell their assets or find themselves snapped up
by bondholders in debt-for-equity exchanges.  Smaller companies
like Denver-based Kolorfusion find themselves left to their own
devices because major players in the financial markets don't have
interest in small companies.  Kolorfusion's plan promises to give
unsecured creditors with $2.3 million in claims a pro rata share
of half of net profits over the next five years. The disclosure
statement didn't venture a guess about the percentage recovery.
Other creditors, like equipment lessors and lenders, agreed to
restructure their obligations. Shareholders retain their stock.

                 About Kolorfusion International

Kolorfusion International, Inc., (pinksheets:KOLR) owns, develops
and markets a system for transferring color patterns to metal,
wood, glass and plastic products. "Kolorfusion" is a process that
allows the transfer of colors and patterns into coated metal, wood
and glass and directly into plastic surfaces of virtually any
shape or size. The creation of a pattern to be part of a product's
surface is designed to enhance consumer appeal, create demand for
mature products, achieve product differentiation and customization
and as a promotional vehicle.

Kolorfusion filed for voluntary Chapter 11 bankruptcy (Bankr. D.
Colo. Case No. 10-28857) on July 27, 2010.  The Law Office of
Bonnie Bell Bond, LLC, in Greenwood Village, Colorado, serves as
the Debtor's counsel.

The company disclosed assets of $445,000 against debt totaling
$2.3 million.


LAZARD GROUP: Moody's Assigns 'Ba2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service changed to positive from stable the
rating outlook on Lazard Group LLC (senior debt at Ba2). Moody's
also assigned a Corporate Family Rating of Ba2 to the company.
Lazard Group LLC is an intermediate holding company of the
publicly-traded Lazard Ltd. Through its subsidiaries, Lazard's
principal operating activities are financial advisory and asset
management.

Rating Rationale

Moody's said the positive outlook reflects the fact that Lazard is
beginning to evidence better compensation discipline throughout
the industry cycle and Moody's expects this discipline to be
maintained in a weaker revenue environment. Lazard's compensation
costs (adjusted) stood at 75% of revenues in fiscal year 2009, but
had been reduced to 58% of revenues for the six month period
ending June 30, 2011.

Moody's expects that investment banking advisory pipelines will be
reduced for the second half of fiscal 2011 over the first half,
reflecting continued uncertainties over the global economy and
shrinking access to merger financing, which may also hamper M&A
activity. This could lead to reduced revenues at Lazard over the
next twelve to eighteen months, the normal time period for a
rating outlook.

"Lazard's ability to control compensation expense in a tougher
industry environment will be a key factor that could lead to a
rating upgrade," said Al Bush, Moody's senior analyst.

Lazard's Ba2 ratings reflects the company's strong financial
advisory franchise focused on global M&A and restructuring
practices, as well as its improved position in asset management.
Moody's also considers Lazard's strong cash position, its simple
balance sheet and the low capital intensity of most of its
businesses in its assessment. Finally, the rating also
incorporates Lazard's level of indebtedness and its inconsistent
profitability over the past several years.

On a GAAP basis, Lazard reported $140 million in net income for
the first six months of 2011.

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006.


LEHMAN BROTHERS: Wants to Enter Into Bond Safeguard Settlement
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors,
including Lehman Commercial Paper Inc., seek permission from the
United States Bankruptcy Court for the Southern District of New
York to enter into a settlement with Bond Safeguard Insurance
Company and its affiliate, Lexon Insurance Company.

Prior to the commencement of the Debtors' Chapter 11 cases, LCPI
and three non-Debtor Lehman affiliates, Lehman ALI, Inc., OVC
Holdings LLC, and Northlake Holdings LLC provided approximately
$1.8 billion in senior secured financing to certain subsidiaries
and affiliates of SCC Acquisitions, Inc., pursuant to various
separate loan agreements.  The Financing was used to acquire and
develop certain real estate projects located in California.
After the Petition Date, certain of those SCC Acquisitions
subsidiaries and affiliates became involuntary debtors in cases
under Chapter 11 in the United States Bankruptcy Court for the
Central District of California.

Prior to the commencement of the SunCal Debtors' Chapter 11
cases, Arch Insurance Company and Bond Safeguard issued certain
surety bonds, including subdivision, payment, performance and
other bonds, in connection with the SunCal Debtors' development
of certain of the SunCal Properties.  The Bond Issuers contend
that they are owed tens of millions of dollars in respect of the
Project Bonds and have asserted claims exceeding $200 million, in
the aggregate, against the SunCal Debtors.

As previously reported, the Lehman Creditors and the SunCal
Trustee proposed a Chapter 11 plan for eight of the SunCal
Involuntary Debtors and certain of the Lehman Creditors proposed
a plan for 11 of the SunCal Voluntary Debtors.  Pursuant to their
Plan Authority Motion, the Debtors sought, among other things,
approval to effectuate the transactions contemplated in the
Lehman-SunCal Plans.  The hearing to consider confirmation of the
Lehman-SunCal Plans is currently scheduled to commence in the
California Bankruptcy Court on October 24, 2011.

The Lehman-SunCal Plans provide for the consummation of a
settlement between the Lehman Creditors, as applicable, and the
Bond Issuers.  Hence, Lehman has negotiated a settlement, which
resolves Bond Safeguard's various claims against the SunCal
Debtors.  The Bond Safeguard Term Sheet contemplates that the
parties will enter into two separate settlement agreements, one
with respect to the SunCal Involuntary Debtors and one with
respect to the SunCal Voluntary Debtors, each of which will be
conditioned upon the confirmation and effectiveness of the
applicable Lehman-SunCal Plan, memorializing the terms,
provisions and conditions set forth in the Bond Safeguard Term
Sheet.

A full-text copy of the Bond Safeguard Term Sheet is available
for free at:

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

In exchange for certain reimbursement and other obligations to be
undertaken by the Lehman Parties, the Bond Safeguard Term Sheet
contemplates, among other things, (i) full and final settlement
of Bond Safeguard's claims against the SunCal Debtors, except as
expressly otherwise provided, and (ii) that Bond Safeguard will
forego certain distributions on its claims under the Lehman-
SunCal Plans and the payment of certain bond premiums in the
future.

The Debtors believe that entry into the Bond Settlement
Agreements is critical to the resolution of Bond Safeguard's
claims in the SunCal Debtors' cases and, more importantly,
integral to confirming the Lehman-SunCal Plans.  Absent a
settlement with Bond Safeguard, there could be no assurance that
the claims asserted by Bond Safeguard against the SunCal Debtors
would not be estimated by the California Bankruptcy Court at an
amount or amounts that would exceed certain caps and thresholds
provided for in the Lehman-SunCal Plans, Alfredo Perez, Esq., at
Weil Gotshal & Manges LLP, in Houston, Texas, tells Judge Peck.

A hearing will be held on October 19, 2011, to consider the
request.  Objections are due on October 12.

                    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: Asks Approval of ESP Funding Settlement
--------------------------------------------------------
Lehman Brothers Special Financing Inc. and Lehman Brothers
Holdings Inc. seek approval of a settlement, the terms of which
are reflected in a termination agreement.

The Settlement Agreement provides for resolution of all disputes
relating to two particular swap transactions among ESP Funding I
Ltd., U.S. Bank National Association, successor to Bank of
America, N.A., as Trustee, BNP Paribas, London Branch, as the
holder of the Class A-1R and Class A-1T1 Notes, Natixis Financial
Products LLC, as Advance Swap Counterparty, LBSF and LBHI, and
confirms the termination of the Master Agreement and Transactions
thereunder as of September 23, 2008.

The Debtors believes that the Settlement Agreement is in their
best interests, their estates and their creditors.  The Official
Committee of Unsecured Creditors is fully informed of and
supports the Settlement Agreement.

The salient terms of the Settlement Agreement are:

  -- The Trustee on behalf of ESP will pay the confidential
     settlement amount, without deduction, set-off, or
     counterclaim, to LBSF;

  -- Upon payment of the Settlement Amount, each party to the
     Settlement Agreement, including ESP, the Trustee, the
     Controlling Class, LBSF and LBHI, agrees to generally
     release each other party from claims related to the Master
     Agreement and the Transactions;

  -- Within 30 days of the Court's approval of this motion, the
     Trustee and LBSF will submit to the Court a joint
     stipulation to dismiss with prejudice the interpleader
     complaint filed by the Trustee and the interpleader
     counterclaim filed by LBSF; and

  -- Each party will bear its own costs and expenses relating to
     the alternative dispute resolution process unless otherwise
     agreed by the parties.

Although LBSF believes its claims against ESP are valid, LBSF has
determined that the terms of the Settlement Agreement are in the
best interest of its estate, asserts Ralph Miller, Esq., at Weil
Gotshal & Manges LLP, in New York.  He points out that absent
consummation of the Settlement Agreement, LBSF, BNP, Natixis and
the Trustee would proceed with litigation, which could include
time-consuming and expensive legal proceedings, including
potential appeals.

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

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

A hearing will be held on October 19, 2011, to consider the
request.  Objections are due on October 12.

                    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: Wants to Terminate Spruce CCS Securitization
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc.
seek court approval to enter into a deal, which calls for the
termination of the Spruce CCS Ltd. securitization.

Spruce CCS is a special purpose entity formed to hold interests
in commercial loans and other assets, and to issue securities
supported by the cash-flows from those interests.  The Lehman
units own all of the remaining notes issued by Spruce CCS.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says the termination of the securitization would allow LCPI
to administer the underlying real estate assets held by Spruce
CCS and to maximize their value.

The lawyer further says the termination is necessary in order to
include commercial loans in a collateralized loan obligations
(CLO) transaction.

Earlier, Judge James Peck approved an agreement, which authorizes
the Lehman units to execute CLO transactions and sell their
commercial loans.  The same agreement authorizes WCAS|Fraser
Sullivan Investment Management LLC to manage their commercial
loan portfolio and explore issuances of CLOs.

"[Lehman] may wish to include certain of the underlying assets in
one or more CLOs.  Termination of the Spruce securitization is
necessary to be able to include such loans in a CLO," Ms. Marcus
says in court papers.

The proposed deal is formalized in a 9-page agreement, a copy of
which is available without charge at:

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

Judge Peck will hold a hearing on October 19, 2011, to consider
approval of the termination agreement.  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 to Restructure Zwinger Loan Facility
--------------------------------------------------------------
Lehman Commercial Paper Inc. has filed a motion to restructure
the EUR328 million mezzanine loan facility it entered into with
Zwinger OpCo 6 B.V.

LCPI provided financing to Zwinger OpCo, a Dutch company, in 2007
for the acquisition of about 95% of the units in an Italian real
estate fund.

The proposed restructuring aims to maximize LCPI's recoveries
from its debt position in the mezzanine loan facility.  The
company held a EURO278 million mezzanine debt position as of its
bankruptcy filing.

LCPI has not been receiving amounts due to it under the mezzanine
loan facility due to a non-functioning security agent and the
delayed pace of asset sales as a result of the slowdown in the
Italian real estate market, according to court filings.

Lehman Brothers International (Europe), the largest of Lehman
Brothers Holdings Inc.'s foreign affiliates, served as the
security agent for the mezzanine loan facility.  LBIE has
allegedly refused to perform its duties as agent since the filing
of its insolvency case in the United Kingdom.

The terms of the proposed restructuring are laid out in a term
sheet, a copy of which is available without charge at
http://bankrupt.com/misc/LBHI_ZwingerTermSheet.pdf

Judge James Peck will hold a hearing on October 19, 2011, to
consider approval of the proposed restructuring.  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: Hawaii Borrowers Drop Motion to Compel
-------------------------------------------------------
A group of developers led by WWK Hawaii-Waikapuna LLC withdrew
its motion to compel Lehman Brothers Holdings Inc. to either
assume or reject their $105 million loan agreement.

The developers filed the motion following LBHI's failure to fund
the development of 5,700 acres of former sugar plantation land on
the Big Island of Hawaii.  The company stopped funding the loan
after it filed for bankruptcy protection in 2008.  Up to that
point, the developers had borrowed $43 million of the $105
million.

The motion was met with opposition from LBHI and from the
Official Committee of Unsecured Creditors, arguing that the
developers did not provide any basis to compel the company to
prematurely make a decision on assuming or rejecting the loan.

                    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)


LOCATION BASED TECH: PocketFinder 2.0 Now in Apple's App Store
--------------------------------------------------------------
Location Based Technologies, Inc., announced that mobile users can
now download the Company's iOS 5-compatible PocketFinder Personal
GPS Locators and GPS Vehicle Locator apps for iPhone, iPad and
iPod touch free from Apple's App Store at http://is.gd/seAon9

The new PocketFinder App offers virtually the same functionality
as the Company's web-based GPS location system.  Users are
presented with a world map and, using gestures, they can zoom in
down to the street level to pinpoint loved ones or vehicles with a
typical location accuracy of 10 feet.  Each PocketFinder Personal
GPS Locator and Vehicle Locator receives over the air updates.  As
new features become available, the device is automatically
updated.

The Company's mobile App release complements the Oct. 3, 2011,
announcement that PocketFinder Personal and Vehicle GPS locators
will be available for purchase this month exclusively from all
Apple Retail Stores and the Online Apple Store.

"In our highly mobile society, this App for our PocketFinder
devices delivers an easy solution that helps you use technology to
stay connected to what you value most-children, pets, vehicles and
assets?at any time and from almost anywhere," explained Dave
Morse, CEO of Location Based Technologies.  "With our new mobile
Apps for iPhone, iPod touch and iPad, we've made keeping in touch
with loved ones as simple as touching a few keys."

The mobile PocketFinder GPS mapping application pinpoints the
location of all selected PocketFinder 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.

PocketFinder's GPS 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's GPS Vehicle Locator 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.

                 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 stockholders' deficit.


LOS ANGELES DODGERS: Loses Again on Treatment of Other Clubs
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge stuck by his guns and for a
second time ruled that the Los Angeles Dodgers baseball club can't
make the treatment of other baseball teams a subject at the trial
beginning Oct. 31.

According to the report, the trial will enable U.S. Bankruptcy
Judge Kevin Gross in Wilmington, Delaware, to rule whether the
Dodgers can sell television broadcasting rights to underpin a
full-payment reorganization plan.  The Dodgers sought to prove
that the commissioner of Major League Baseball gave other teams
more favorable treatment.

Mr. Rochelle relates that on Sept. 30, Judge Gross laid down rules
for the trial and investigations that will occur in advance. The
Dodgers asked Gross last week to reconsider, saying they couldn't
prove the commissioner's bad faith without being able to show a
different course of conduct with other teams.

According to the report, in a three-page opinion on Oct. 7, Judge
Gross said he remains "confident of the correctness" of his Sept.
30 ruling.  He said the "actions of other teams do not bear upon"
issues for trial at the month's end.

Judge Gross, Mr. Rochelle points out, left the door slightly ajar
in favor of the Dodgers.  If the commissioner falters in "proving
alleged wrongdoing" by the Dodgers, Gross said he "may allow" the
team to "take further, limited discovery."

Mr. Rochelle notes that judges have discretion in confining the
scope of discovery before trial and in evidence admitted during
trial.  If the Dodgers lose the trial, the team may allege on
appeal that prohibiting evidence about the commissioner's
treatment of other teams was reversible error.

The issues at trial will deal in part with whether the team can
auction off telecasting rights beginning with the 2014 season and
in the process override provisions in the existing agreement with
Fox Entertainment Group Inc.

                  About the Los Angeles Dodgers

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

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

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

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

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

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

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

Ticket holders are seeking the appointment of their own committee.

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

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


LOS ANGELES DODGERS: Season Ticket Holders Want Own Committee
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Oct. 25, 2011, at 9:00 a.m. (Eastern Time),
to consider the request of the Ad Hoc Committee of The Los Angeles
Dodgers Season Ticket Holders in the Chapter 11 cases of Los
Angeles Dodgers LLC, et al., for the appointment of an Official
Committee of Season Ticket Holders.  Objections, if any, are due
Oct. 18, at 4:00 p.m.

The Ad Hoc Committee explained that an official committee of
season ticket holders will represent the interests of the critical
body of creditors.

The Ad Hoc Committee submitted that it is the interests of the
approximately 17,000 season ticket holders that represent the
essence of the Dodgers' franchise ? the real stakeholders in these
cases.

The Ad Hoc Committee related that the Debtors' assertions that the
interests of the season ticket holders will not be adversely
affected during these bankruptcy cases is wrong.  First, the
season ticket holders are significant creditors of Debtors Los
Angeles Dodgers LLC and LA Real Estate LLC.  Second, the season
ticket holders as a group have invested hundreds of millions of
dollars into the Dodgers.

The Ad Hoc Committee is represented by:

         STEPTOE & JOHNSON LLP
         Robbin L. Itkin, Esq.
         Katherine C. Piper, Esq.
         2121 Avenue of the Stars, Suite 2800
         Los Angeles, CA 90067
         Tel: (310) 734-3200
         Fax: (310) 734-3300
         E-mail: ritkin@steptoe.com
                 kpiper@steptoe.com

                 - and -

         BLANK ROME LLP
         Bonnie Glantz Fatell, Esq.
         1201 Market Street, Suite 800
         Wilmington, DE 19801
         Tel: (302) 425-6400
         Fax: (302) 425-6464
         E-mail: Fatell@BlankRome.com

                     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.


LOS ANGELES DODGERS: Court Authorizes Employment of Blackstone
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Los Angeles Dodgers LLC and its debtor-affiliates to
employ Blackstone Advisory Partners L.P. as investment banker and
financial advisor nunc pro tunc to July 8, 2011.

The Troubled Company Reporter previously reported that on top of a
$175,000 monthly fee, New York-based Blackstone would earn a $7
million fee when a reorganization plan is consummated.

                  About the Los Angeles Dodgers

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

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

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

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

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

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

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

Ticket holders are seeking the appointment of their own committee.

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

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


LOTHIAN OIL: Bankruptcy Deal Survives Shareholder Challenge
-----------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that U.S. District Judge
Harry Lee Hudspeth on Wednesday refused to set aside a settlement
in which Lothian Oil Inc. agreed to give a supposed competitor,
created by a group of shareholders, $200 million worth of property
for $115,000 as part of an allegedly fraudulent Chapter 11 case.

Law360 relates that Judge Hudspeth upheld a bankruptcy court order
declining to nix the settlement between Lothian and Nawab Energy,
saying the appellants ? a group of Lothian shareholders ? filed
their objection outside the 180-day window for revocation.

                          About Lothian Oil

Based in Midland, Texas, Lothian Oil Inc. was a privately
owned oil and gas company.  Lothian and six affiliates filed for
chapter 11 protection (Bankr. W.D. Tex. Case No. 07-70121) on
June 13, 2007.  The Debtors were represented by lawyers at Haynes
and Boone, LLP.  When Lothian sought bankruptcy, it listed assets
and debts between $1 million to $100 million.  On June 27, 2008,
the bankruptcy court confirmed a plan of liquidation.


M. M ORION: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: M. M Orion Development LTD
        1304 Commonwealth Ave
        Boston, MA 02134

Bankruptcy Case No.: 11-19497

Chapter 11 Petition Date: October 5, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Richard S. Scimone, Esq.
                  92 Southern Ave.
                  Essex, MA 01929
                  Tel: (888) 583-2037

Estimated Assets: $500,001 to $1,000,000

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 Richard S. Scimone,
president/treasurer.


MACROSOLVE INC: Enters Into Subscription Agreement with Investors
-----------------------------------------------------------------
Between Sept. 30, 2011, and Oct. 5, 2011, MacroSolve, Inc.,
entered into a subscription agreement with nine accredited
investors, providing for the sale by the Company to the Investors
of an aggregate of (i) convertible debentures in the aggregate
principal amount of $375,000 and (ii) Series B warrants to
purchase 11,091,551 shares of common stock of the Company.

The Debentures accrue interest at an annual rate of 12%, which
will be paid quarterly exclusively from the Debenture Account.
Principal on the Debentures will be paid quarterly, on a pro rata
basis with all Debentures, as the Debenture Account permits, but
only after all accrued interest has been paid.  The Debenture
Account is a bank account established with a financial institution
for the deposit of 25% of any funds the Company receives from any
judgment or settlement in any patent infringement cases involving
United States Patent Number 7,822,816.

The Debentures may be converted into shares of Common Stock at the
option of the holder.  Upon conversion, the holder will be
entitled to receive the number of shares of Common Stock that
equal to 200% of the amount of the Debentures, together with
accrued and unpaid interest, being converted, divided by the
conversion price, which is the weighted average price for the
five-day trading period before the notice of conversion, provided,
however, that the Conversion Price shall not be more than $.10 per
share for Debentures issued prior to Oct. 1, 2011, and will not be
less than $0.10 per share at any time.  Any Debentures that are
outstanding on the maturity date that have not been repaid from
the Debenture Account will be repaid by the issuance of shares of
Common Stock at the conversion price.

The Warrants are exercisable until Dec. 31, 2016, at an exercise
price of (i) $0.10 per share for Warrants issued prior to Oct. 1,
2011, or (ii) the weighted average price for the five-day trading
period before the notice of exercise for Warrants issued on or
after Oct. 1, 2011, provided, however, that the exercise price
will not be less than $0.10 per share at any time.  The Warrants
are also exercisable on a cashless basis at any time.

                      About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

The Company's balance sheet at June 30, 2011, showed $1.86 million
in total assets, $2.48 million in total liabilities, and a
$612,657 total stockholders' deficit.

As reported in the Troubled Company Reporter on April 7, 2010,
Hood Sutton Robinson & Freeman CPAs, P.C., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's recurring losses from operations and net capital
deficiency.


MID-VALLEY INC: Garlock Wants Plea to Reopen 2 Cases Addressed
--------------------------------------------------------------
Garlock Sealing Technologies LLC asks two bankruptcy courts to
schedule and conduct a status conference in the Chapter 11 cases
of these debtors:

  Court                       Chap. 11 Debtors' cases
  -----                       -----------------------
  A. U.S. Bankruptcy Court    * Owens Corning
     for the District of      * ACandS, Inc.
     Delaware                 * Armstrong World Industries, Inc.
                              * Combustion Engineering, Inc.
                              * The Flintkote Company
                              * Kaiser Aluminum Corp.
                              * US Mineral Products Company
                              * USG Corp.
                              * W.R. Grace & Co.

B. U.S. Bankruptcy Court     * Mid-Valley, Inc.
    for the Western District  * North American Refractories Co.
    of Pennsylvania           * Pittsburgh Corning Corp.

Garlock Sealing asks the Courts to address its request to reopen
the Chapter 11 cases in order to access judicial records and
statements made pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure.

Garlock filed its Requests approximately seven months ago, and a
hearing was held approximately six months ago.

Gregory W. Werkheiser, Esq., at Morris Nichols Arsht & Tunnell
LP, in Wilmington, Delaware, notes that Garlock's statutory plan
exclusivity period in its own Chapter 11 bankruptcy case will
terminate in November 2011, and is not subject to further
extension.  He says that before the exclusivity ends, Garlock
intends to file both a plan of reorganization and a proposal for
pre-trial proceedings leading to an estimation of asbestos
claims.

"Further delay in the resolution of the Garlock Motions is likely
to introduce delay and instability into this schedule and
Garlock's reorganization process, which Garlock wishes to avoid,"
Mr. Werkheiser argues.

Mr. Werkheiser further contends that it is appropriate to revisit
the Garlock's Requests at this time because, since the Hearing,
public interest has intensified concerning potential
inconsistencies between plaintiffs' exposure allegations in tort
system discovery and their exposure allegations when pursuing
bankruptcy law remedies.

On September 9, 2011, the Subcommittee on the Constitution in the
Judiciary Committee of the U.S. House of Representatives convened
a hearing titled "How Fraud and Abuse in the Asbestos
Compensation System Affect Victims, Jobs, the Economy, and the
Legal System."  One of the topics aired at this hearing was
whether asbestos claimants are taking advantage of
confidentiality provisions in trust distribution procedures for
524(g) trusts to make inconsistent representations in the tort
system and before Trusts concerning their exposure history.

Garlock's Requests, Mr. Werkheiser explains, do not seek exposure
evidence submitted to Trusts, but rather documents filed in the
Courts containing evidence of claimants' claims and exposures but
the underlying issue is ultimately the same one aired in the
Congressional Hearing and in Mr. Stengel's written statement: Are
claimants taking inconsistent positions concerning their
exposures when pursuing their tort and bankruptcy law remedies,
and to what extent.

As of October 3, 2011, the Courts have not yet entered orders
granting or denying Garlock's Requests.  As a result and to
advance the expeditious consideration of matters critical to the
administration of Garlock's bankruptcy case, Garlock has filed a
request for a status conference at the Courts' earliest
convenience.

                     About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                         *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's Investors Service.

                     About Mid-Valley Inc.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown &
Root International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide
a wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case
No. 02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq.,
and Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent
the Debtors in their restructuring efforts.  On June 30, 2004,
the Debtors disclosed $6.255 billion in total assets and
$5.295 billion in total liabilities.

The Bankruptcy Court's July 17, 2004, confirmation of the Debtors'
Prepackaged Plan, and the District Court's affirmation order on
July 26, 2004, allowed the Debtors to emerge from bankruptcy
protection on Jan. 3, 2005.


MMRGLOBAL INC: Hector Barreto Resigns from Board of Directors
-------------------------------------------------------------
Hector V. Barreto, a Class III director of the Board of Directors
of MMRGlobal, Inc., announced his immediate resignation from the
Board due to his appointment to the Board of Directors of the U.S.
Chamber of Commerce which required him to resign his seat with MMR
to avoid conflicts.  There were no disagreements between the
Company and Mr. Barreto which led to Mr. Barreto's decision to
resign from the Board.  Mr. Barretto will remain active with the
Company, including serving as Chairman of the Company's Board of
Advisors.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

As reported by the TCR on April 7, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about MMRGlobal's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the year ended Dec.
31, 2010, and 2009.

The Company reported a net loss of $17.9 million on $972,988 of
revenues for 2010, compared with a net loss of $10.3 million on
$619,249 of revenues for 2009.

The Company's balance sheet at June 30, 2011, showed $2.24 million
in total assets, $6.27 million in total liabilities and a $4.02
million total stockholders' deficit.


MOHAWK TRAVELER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mohawk Traveler Transportation, LLC
        10 Kingsridge Loop
        Houma, LA 70363

Bankruptcy Case No.: 11-13269

Chapter 11 Petition Date: October 4, 2011

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Richard W. Martinez, Esq.
                  RICHARD W. MARTINEZ, APLC
                  228 St. Charles Ave., Suite 1310
                  New Orleans, LA 70130
                  Tel: (504) 525-3343
                  Fax: (504) 525-6701
                  E-mail: richard@rwmaplc.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/laeb11-13269.pdf

The petition was signed by Larry Fitch, sole member.


MOHEGAN TRIBAL: Bruce Bozsum to Continue to Serve as Chairman
-------------------------------------------------------------
The chairman and other officers of the Mohegan Tribal Council were
determined by vote of the full Tribal Council.  Pursuant to that
vote, Bruce S. Bozsum will continue to serve as Chairman, Ralph
James Gessner, Jr. will continue to serve as Vice Chairman, Cheryl
A. Todd will serve as Recording Secretary, Kathleen M. Regan-Pyne
will continue to serve as Corresponding Secretary and Thayne D.
Hutchins, Jr. will continue to serve as Treasurer.  The terms of
office correspond to each officer's term as a member of the Tribal
Council, pursuant to the Tribe's Constitution.

In addition, Ralph James Gessner, Jr., William Quidgeon Jr., Mark
F. Brown and Thayne D. Hutchins, Jr. will all continue to serve as
members of the Authority's Audit Committee for terms corresponding
to each officer's term as a member of the Tribal Council.

Information concerning material related transactions between the
new Tribal Council members and the Authority was unavailable as of
Oct. 6, 2011.

                       About Mohegan Tribal

Headquartered in Uncasville, Conn., Mohegan Tribal Gaming
Authority conducts and regulates gaming activities on Tribal
lands, which are federally recognized Indian tribe reservations in
southeastern Connecticut.

The Authority has noted that its Bank Credit Facility matures on
March 9, 2012 and its 2002 Senior Subordinated Notes mature on
April 1, 2012.  In addition, a substantial portion of the
Authority's remaining indebtedness matures over the following
three fiscal years.  The Authority believes that it will need to
refinance all or part of its indebtedness at or prior to each
maturity thereof in order to maintain sufficient resources for its
operations.  The Authority has engaged Blackstone Advisory
Partners, L.P. to assist in its strategic planning relating to its
debt maturities.

The Company's balance sheet at June 30, 2011, showed $2.17 billion
in total assets, $1.99 billion in total liabilities, and
$176.04 million in total capital.

                           *     *     *

At the end of November 2010, Moody's Investors Service downgraded
Mohegan Tribal Gaming Authority's Corporate Family and Probability
of Default ratings to Caa2 from B3.  All of MTGA's rated long-term
debt was also lowered.  The rating outlook is negative.

The ratings downgrade reflects Moody's view that MTGA could
find it difficult to refinance significant upcoming debt
maturities without some impairment to bondholders given its high
leverage -- debt/EBITDA is over 7 times -- limited near-term
growth prospects for Mohegan Sun Casino, the likely continuation
of weak consumer gaming demand trends in the Northeastern U.S.,
and the strong possibility of gaming in Massachusetts.  The
company's $675 million revolver ($527 million outstanding at
Sept. 30, 2010) expires in March 2012 and its $250 million 8%
senior subordinated notes mature in April 2012.  Combined, these
debt items account for about 50% of MTGA's total debt outstanding.

MTGA has announced that it hired Blackstone Group to help deal
with its capital structure issues, although no details have been
made available regarding MTGA's options.  Given the company's
recently announced weak fiscal fourth quarter results along with
the significant near- and long-term challenges previously
mentioned, Moody's believes a restructuring that involves some
impairment to bondholders will be considered.

The negative ratings outlook reflects the relatively short time
frame in which MTGA has to address what Moody's believes to be a
significant capital structure issue.  If MTGA is not able to
refinance by March 2011 its $675 million revolver will be become
current.  The same holds true for the company's $250 million 8%
senior subordinated notes to the extent these notes are not
refinanced by April 1, 2011.


MONACO COACH: ICOP Can't Dodge Damages in Moldy RV Suit
-------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that the First
Circuit ruled Friday that Insurance Co. of the State of
Pennsylvania could be liable under an excess insurance policy held
by Monaco Coach Corp. in a suit seeking damages for an allegedly
defective Monaco-made motor home.

                        About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones LLP, serve as the Debtors' counsel.  Dennis A. Meloro,
Esq., Diane E. Vuocolo, Esq., Donald J. Detweiler, Esq., Kevin
Finger, Esq., Monica Loftin Townsend, Esq., and Sean Bezark, Esq.,
at Greenberg Traurig, LLP, represent the official committee of
unsecured creditors.  Omni Management Group LLC serves as the
Debtors' claims, balloting, noticing and administrative agent.


MOUNTAIN PROVINCE: Commences Tuzo Deep Drill Program
----------------------------------------------------
Mountain Province Diamonds Inc. announced that the 50-meter line
spacing airborne gravity survey over both the 100%-controlled
Kennady North Diamond Project and 49%-controlled Gahcho Kue Joint
Venture Project has commenced.  The survey, which is being
conducted by Fugro Airborne Survey Corp., is expected to be
completed by the end of October, subject to weather conditions.

Patrick Evans, President and CEO of Mountain Province, commented:
"The Fugro airborne gravity survey is the first property-wide
airborne gravity survey to be conducted at Kennady Lake since the
start of exploration, approximately 17 years ago.  We are hopeful
that additional kimberlites will be identified at both the Gahcho
Kue Project and the Kennady North Diamond Project.  Preliminary
results should be available within two weeks following completion
of the survey."

Mountain Province is also pleased to announce that the first of
two drill rigs has commenced drilling the Tuzo kimberlite at the
Gahcho Kue Project as part of the Tuzo Deep Project.  The drilling
program is intended to test the depth extension of the Tuzo
kimberlite between 350 and 750 meters.  As part of the current
program, five holes will be drilled from two land-based platforms
to the north and south of the massive Tuzo kimberlite.  The second
drill rig is expected to arrive at Kennady Lake before the end of
October.  The five-hole drill program is expected to be completed
prior to year end.  Final analysis of the results is expected by
the end of quarter one 2012.

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit (the "Gahcho Kue Project" located in
the Northwest Territories of Canada.  The Company's primary asset
is its 49% interest in the Gahcho Kue Project.

The Company's balance sheet at June 30, 2011, showed C$71.93
million in total assets, C$7.31 million in total liabilities and
C$64.62 million total shareholders' equity.

                          *     *     *

In its Management's Discussion and Analysis of the Company's
interim consolidated financial statements for the three months
ended June 30, 2010, the Company said its ability to continue as a
going concern and to realize the carrying value of its assets and
discharge its liabilities is dependent on the discovery of
economically recoverable mineral reserves, the ability of the
Company to obtain necessary financing to fund its operations, and
the future production or proceeds from developed properties.
However, the Company adds that there is no certainty that the
Company will be able to obtain financing to fund its operations.
As a result, the Company says, there is substantial doubt as to
its ability to continue as a going concern.


NASSAU BROADCASTING: Fights Liquidation, Aims to Reorganize
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Nassau Broadcasting Partners
LP is fighting its lenders' bid to have it liquidated and is
instead seeking to reorganize under Chapter 11 protection.

Nassau Broadcasting Partners LP is a radio-station owner and
operator.

As reported in the Troubled Company Reporter on Sept. 20, 2011,
affiliates of Goldman Sachs Group Inc. and Fortress Investment
Group LLC and a third secured lender filed involuntary Chapter 7
bankruptcy petitions (Bankr. D. Del. Case No. 11-12934) on Sept.
15 against Nassau Broadcasting Partners LP, the owner of 45 radio
stations in the northeastern U.S.


NASSAU BROADCASTING: Wants Involuntary Ch.7 Converted to Ch.11
--------------------------------------------------------------
RBR.com reports that Nassau Broadcasting Partners has asked a U.S.
Bankruptcy Court to convert the involuntary Chapter 7 bankruptcy
liquidation petition filed by its lenders to a chapter 11
proceeding that would allow the radio company to continue
operating.  The Company noted that it has positive cash flow.

According to the report, Bankruptcy Judge Kevin Gross was due to
hear arguments on Oct. 6, 2011, on various motions related to the
Chapter 7 petition filed by Goldman Sachs Lending Partners LLC,
Fortress Credit Opportunities I LP and P.E. Capital LLC and the
attempt by Nassau to convert the case to a voluntary Chapter 11
proceeding.

The report relates that the Company, in its motion to convert,
included a copy of a letter to its President, Lou Mercatanti, from
Goldman Sachs on Aug. 4, 2011, which insisted that Nassau should
file a voluntary Chapter 11 petition by Sept. 4.  The lenders
wanted the radio company to be put up for auction under Section
363 of the Bankruptcy Code.  Under a 363 sale the lenders
envisioned that they would make a "stalking horse" bid for the
company and provide financing for Nassau to operate in Chapter 11
and consummate the sale of the company.

The Company did not file for Chapter 11 by the Sept. 4 deadline
prompting the lenders to commence involuntary Chapter 7 petitions.

The report notes it was not known how soon Judge Gross would rule
after hearing the arguments on Oct. 6, 2011, but due to the nature
of the case it seems likely he will decide quickly whether the
bankruptcy case will proceed as Chapter 7 or Chapter 11.

Affiliates of Goldman Sachs Group Inc. and Fortress Investment
Group LLC were two of the three secured lenders that filed
involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del. Case
No. 11-12934) on Sept. 15 against Nassau Broadcasting Partners LP,
the owner of 45 radio stations in the northeastern U.S.


NATIONAL ENVELOPE: Wants Until Dec. 10 for Liquidating Plan
-----------------------------------------------------------
Mandi Woodruff at Bankruptcy Law360 reports that NEC Holdings
Corp. made its fifth and final bid Oct. 4 to extend its
exclusivity period for filing a Chapter 11 plan of liquidation in
Delaware, citing troubles selling off a contaminated New Jersey
plant and pending cleanup litigation.

According to Law360, the Company asked U.S. Bankruptcy Judge Peter
J. Walsh to give its officers until Dec. 10 to come up with a
liquidation plan on their own as the company rapidly approaches an
18-month filing exclusivity deadline.

                          About NEC Holdings

Uniondale, New York-based National Envelope Corporation was the
largest manufacturer of envelopes in the world with 14
manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including
National Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead
Case No. 10-11890) on June 10, 2010.  Kara Hammond Coyle, Esq., at
Young Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel
to the Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq.,
and Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as
co-counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc., is
the financial advisor to the Committee.  NEC Holdings estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

In September 2010, National Envelope's key assets were bought in
a roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.


NCO GROUP: Marc Simon Appointed to Board of Directors
-----------------------------------------------------
The Board of Directors of NCO Group, Inc., appointed Marc Simon to
the Board of Directors.  Under the terms of the Stockholders
Agreement dated as of Nov. 15, 2006, among the Company, One Equity
Partners II, L.P., and certain of its affiliates, referred to
collectively as "OEP", and the Company's other stockholders, OEP
has the right to designate certain members of the Board of
Directors.  Mr. Simon was appointed to the Company's Board of
Directors as an OEP director designee under the Stockholder's
Agreement.

Mr. Simon is Chief Executive Officer and a director of HALO
Branded Solutions, Inc.  Prior to joining HALO Branded Solutions
in February 2001, Mr. Simon spent 22 years in private law practice
and five years as a leading executive in the call center industry.
Mr. Simon is a CPA and has a BS in accounting and a J.D. from the
University of Illinois.

Effective Sept. 30, 2011, the Company entered into a director
agreement with Mr. Simon in connection with Mr. Simon's
appointment to the Company's Board of Directors.  The Director
Agreement provides that Mr. Simon will receive annual compensation
of $100,000 during the term of the Director Agreement.  The term
of the Director Agreement is from Sept. 30, 2011, until Mr.
Simon's service to the Company ceases.

Effective Sept. 30, 2011, the Company entered into a restrictive
covenant agreement with Mr. Simon in connection with Mr. Simon's
appointment to the Company's Board of Directors.

A full-text copy of the Director Agreement is available for free
at http://is.gd/12pu8o

                        About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

The Company reported a net loss of $155.71 million on
$1.60 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $88.14 million on $1.58 billion of
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.18 billion
in total assets, $1.16 billion in total liabilities and $15.11
million in total stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3.  The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes.  In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver.  Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.


NEIMAN MARCUS: Bank Debt Trades at 9% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 90.84
cents-on-the-dollar during the week ended Friday, Oct. 7, 2011, a
drop of 2.25 percentage points from the previous week according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  The Company pays 350 basis points above LIBOR to
borrow under the facility.  The bank loan matures on May 16, 2018,
and carries Moody's B2 rating.  The loan is one of the biggest
gainers and losers among 96 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Neiman Marcus

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 41 Neiman Marcus stores, 2 Bergdorf Goodman Stores, 6
CUSP stores, 30 Last Call clearance centers, and a direct on-line
and catalog business.  Total revenues are just under $4 billion.

As reported by the Troubled Company Reporter on May 18, 2011,
Moody's upgraded Neiman Marcus Group, Inc.'s Corporate Family
Rating and Probability of Default Rating to B2 from B3.  In
addition, Moody's affirmed NMG's Speculative Grade Liquidity
rating at SGL-1 and $2,060 million senior secured term loan at B2.
The rating outlook is stable.  This rating action concludes the
review for possible upgrade initiated on April 25, 2011.

"Neiman Marcus has notably strengthened its capital structure by
repaying about $200 million in debt and successfully closing on a
refinancing that extended its nearest debt maturity from 2013 to
2015," said Maggie Taylor, a senior credit officer with Moody's.
"The stronger capital structure combined with solid operating
results and lower pro forma annual interest expense will lead to
improved credit metrics," added Ms. Taylor."  Pro forma for the
debt reduction for the upcoming year ending July 31, 2011, Moody's
expects NMG debt to EBITDA to fall to about 6.0 times from 6.6
times currently, and EBITA to interest expense to improve to about
2.0 times from 1.4 times.

On April 29, 2011, the TCR reported that Fitch Ratings has
affirmed its ratings on Neiman Marcus, including the Issuer
Default Rating (IDR) on Neiman Marcus, Inc., and its subsidiary,
The Neiman Marcus Group, Inc. (NMG), at 'B'.  The Rating Outlook
has been revised to Positive from Stable, based on the expectation
that the announced refinancings are completed.

Neiman Marcus is currently in the process of upsizing its secured
term loan facility to $2.060 billion from $1.506 billion, with a
term of seven years. In addition, it is also upsizing its secured
credit facility to $700 million from $600 million, with a five
year maturity.  Neiman Marcus expects to redeem the company's
$752.4 million of 9%/9/75% senior notes due 2015 with the $550
million in incremental proceeds from the term loan refinancing as
well as $260 million of cash on hand.


NEOMEDIA TECHNOLOGIES: Names iSherpa's P. Mannetti to Board
-----------------------------------------------------------
NeoMedia Technologies, Inc., announced that industry expert Peter
Mannetti has been appointed to the NeoMedia Board of Directors.
Mr. Mannetti, with more than 20 years experience in the
telecommunications and electronics industries, will be a welcome
addition to the NeoMedia Board, working with the Company's
leadership and other Board members to further NeoMedia's position
in the mobile marketing ecosystem.  Mr. Mannetti's appointment
will become effective Oct. 1, 2011.

Mr. Mannetti is a Managing Partner at iSherpa Capital, LLC,
joining the firm in 2001.  Mr. Mannetti previously founded and
built Qwest Wireless from the ground up into a $1 billion Company
with over one million subscribers.  As the Chief Executive Officer
of the firm, he won national and international awards for his
leadership in developing innovative wireless products.  Prior to
joining Qwest, Mr. Mannetti was a Vice President at BellSouth
Mobile Data and held various management positions during his 18-
year tenure at General Electric.  Mr. Mannetti sits on a number of
Boards and Advisory Boards and is also very active in the
education and non-profit sectors.

"Peter is an exceptional business leader and we are delighted that
he is joining the NeoMedia Board of Directors.  Peter's track
record speaks for itself, having successfully built Qwest Wireless
and winning several prestigious awards along the way.  I have
known Peter for a number of years and look forward to working with
him more closely as we leverage his vast international management
and financial experience to help expedite the company's growth,"
said Laura Marriott, CEO and Board Chairperson of NeoMedia.

"The mobile marketing space is an exciting place to be right now
as brands and marketers look to harness the power and exponential
growth of mobile in their campaigns," said Peter Mannetti.  "I
look forward to working with Laura and the rest of the Board in
contributing to the company's sustained success."

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company's balance sheet at June 30, 2011, showed $8.07 million
in total assets, $129.72 million in total liabilities, all
current, $6.10 million in Series C convertible preferred stock,
$2.50 million in Series D convertible preferred stock and a
$130.26 million total shareholders' deficit.

The Company has historically incurred net losses from operations
and expects it will continue to have negative cash flows as it
implements its business plan.  The Company said there can be no
assurance that its continuing efforts to execute its business plan
will be successful and that it will be able to continue as a going
concern.

Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
accounting firm noted that the Company has suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.


NEWPAGE CORPORATION: Moody's Assigns Ba2 to $350-Mil. DIP Loan
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan, collectively, the "DIP facilities", of
NewPage Corporation.  The ratings primarily reflect the collateral
coverage available to the DIP lenders and the structural features
of the DIP facility.  Both facilities have a first lien on
substantially all of the current assets of the company, a super
priority claim pursuant to Section 364 of the Bankruptcy Code, and
contain upstream guarantees from all of NewPage's material
domestic subsidiaries.  The bankruptcy court approved the
execution of the DIP facilities in its final debtor-in-possession
order on October 4, 2011 ensuring the super priority status of the
DIP facilities through the emergence from bankruptcy or through
liquidation of the company.  The ratings also consider the size of
the DIP facilities as a percentage of pre-petition debt and the
nature of the bankruptcy and reorganization.

NewPage, its direct and indirect parents, and certain of its
domestic operating subsidiaries filed for bankruptcy protection
under Chapter 11 on September 7, 2011. The company's Canadian
subsidiary commenced a restructuring process in Canada under the
Companies' Creditors Arrangement Act in Nova Scotia. NewPage Port
Hawkesbury Corporation, NewPage's Canadian subsidiary, is not
considered as a debtor in the DIP facilities.

Ratings assigned to NewPage as Debtor-in-Possession are:

$350 million first-out revolver due March 2013 at Ba2

$250 million second-out term loan due March 2013 at B2

Moody's withdrew all previous ratings for NewPage on September 7,
2011 following their Chapter 11 bankruptcy filing.

The rating on the DIP facilities are being assigned on a "point-
in-time" basis and will not be monitored going forward and
therefore no outlook was assigned to the rating.

Proceeds from the DIP facilities will be used to repay the
existing asset back credit facility and provide for general
working capital requirements while NewPage is developing and
implementing its plan of reorganization.

RATINGS RATIONALE

The Ba2 rating assigned to the DIP revolver reflects its first-out
position with respect to the collateral and structural protections
which include limiting advances to a borrowing base. The DIP
revolver (including cash collateralization of letters of credit)
must be repaid in full before any repayment is made to the DIP
term loan. As a result, the asset coverage afforded to the DIP
revolver is superior to that of the DIP term loan. Using orderly
liquidation sale terms when asset coverage is expected to be
seasonally low, Moody's estimates the asset coverage of the DIP
revolver to be approximately 1.2x. The B2 rating of the DIP term
loan reflects its second-out position which places it in a weaker
coverage position relative to the DIP revolver. Moody's valuation
under an orderly liquidation results in an impairment for the DIP
term loan with an asset coverage estimated to be less than 1.0x.

The assets securing the DIP facilities are NewPage's inventory,
accounts receivable, and cash, all of which are pledged as
collateral on a first lien basis. Finished and in-process goods
and raw materials inventory consisting primarily of coated paper,
uncoated paper, pulp, and chemicals, is considered to be of good
quality by Moody's, notwithstanding the longer term secular
decline in printing and writing paper usage in North America.
Accounts receivables primarily represent amounts owed to NewPage
from distributors, commercial printers and other wholesale
customers. The company has also pledged its deposit accounts to
secure the DIP facilities. The company can use cash balances for
general corporate purposes however its ability to use cash for
discretionary purposes are constrained by the loan documents and
the oversight of the company by the bankruptcy court during the
Chapter 11 proceedings. A going concern enterprise valuation was
not considered since the DIP facilities do not benefit
significantly from a security interest in any of the company's
fixed assets.

The structural features of the DIP facilities provide the DIP
lenders with significant protection. The DIP credit agreement
contains a minimum liquidity covenant of $15 million, a minimum
EBITDA covenant of $275 million, and a limitation on capital
expenditures. The DIP credit agreement also includes a $35 million
availability block which reduces the allowed utilization of the
DIP revolver, thereby affording better protection and coverage for
DIP lenders. The agreement also has certain provisions that enable
the DIP lenders to immediately apply cash collections to
outstanding debt balances if there is a default or if availability
under the DIP revolver does not meet certain thresholds. In
Moody's opinion, these structural features provide triggers and
optionality with respect to early warning signs of difficulties.

The ratio of the DIP facilities face value to NewPage's pre-
petition debt is approximately 13%. The relatively small size of
the DIP facilities as a percentage of pre-petition debt
significantly reduces the burden of debt service on the company
during reorganization. However, the relief on cash interest
provided by the bankruptcy is somewhat overstated due to NewPage's
intent to continue to pay ongoing cash interest on approximately
$1.8 billion of the company's 11.375% senior first lien notes due
2014.

The company has not yet formulated a definitive reorganization
plan with holders of its debt. The large number of secured,
unsecured and subordinated lenders with differing priorities of
claim increases the complexity of the reorganization and increases
the risk that NewPage may not be able to complete the
restructuring and exit from Chapter 11 during the term of the DIP
facilities. Moody's believes that the bankruptcy process should,
at a minimum, enable the company to reduce debt and interest
expense to more manageable levels. The elimination of the
company's high cost Port Hawkesbury mill in eastern Canada should
allow the company to reduce operating costs.

Several factors led to NewPage's declining financial and operating
performance and subsequent Chapter 11 filing, including the
company's unsustainably high leverage, weak liquidity position and
lower demand due to both the economic downturn and the secular
decline in the use of printing and writing paper. The company's
end markets such as magazines and catalogs have faced increased
competition from digital alternatives as well as a significant
reduction in advertising and commercial printing due to the recent
economic downturn. Moody's believes this made it difficult for the
company to refinance its pre-petition debt in a timely manner as
well as maintain normal terms with suppliers. The ratings on the
company's DIP facilities reflect the ongoing secular decline in
several of NewPage's primary end-markets.

Declining demand for coated paper is offset partially by NewPage's
size and leading market position which provides the company with
strong access to end markets. Its scale provides the company with
an ability to actively manage almost 35% of North America's coated
paper capacity. Maintaining a market balance between supply and
demand is critical to the company's financial performance by
minimizing pricing declines as demand for coated paper weakens.

Please see ratings tab on the issuer/entity page on Moodys.com for
the last credit rating action and the rating history.

The principal methodology used in rating NewPage Corporation was
the Debtor-In-Possession Lending Industry Methodology published in
March 2009.

NewPage is the largest North American coated paper manufacturer
(based on production capacity), operating 8 mills in the United
States. Revenues for the year ending June 30, 2011 were $3.2
billion.


NORTEL NETWORKS: Prepares to Battle U.K., Irish, French Units
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that dishonest
assistance, unlawful means conspiracy, unconscionable receipt,
aiding and abetting breach of fiduciary duty--the charges being
hurled in Nortel Networks Corp.'s U.S. bankruptcy proceeding are
the stuff of which corporate potboilers are made.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
Nortel has raised $3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency.

In June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining patent portfolio to Rockstar Bidco
LP, a consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTH AMERICAN PETROLEUM: Exits Chapter 11 Protection
-----------------------------------------------------
American Bankruptcy Institute reports that North American
Petroleum Corp. USA exited from chapter 11 protection without any
debt and with plenty of liquidity to start drilling anew.

As reported in the Troubled Company Reporter on Sept. 29, 2011,
the U.S. Bankruptcy Court for the District of Delaware, on
Sept. 14, 2011, entered an order confirming the First Amended
Joint Chapter 11 Plan of North American Petroleum Corporation USA,
et al.

The Voting Certification filed by the Debtors shows that Classes 3
(Petroflow General Unsecured Claims) and 4 (NAPCUS General
Unsecured Claims) voted to accept the Plan.

A copy of the Confirmation Order is available for free at:

  http://bankrupt.com/misc/napetroleum.confirmationorder.pdf

Holders of secured claims and priority claims are not impaired
under the Plan.  Holders of Petroflow and NAPCUS general unsecured
claims are entitled to vote to accept or reject the Plan.  Holders
of equity interests won't receive anything and are deemed to
reject the Plan.

Pursuant to the Plan, the Debtors' corporate structure will be
consolidated such that Reorganized NAPCUS will be the surviving
post-emergence entity through which the Debtors will conduct their
operations after the Effective Date.  Petroflow and Prize will
cease to exist and will be dissolved.  The Existing equity in
Petroflow will be canceled and Reorganized NAPCUS will issue the
Reorganized NAPCUS Common Stock to former Petroflow Interest
Holders.

The Debtors have obtained commitments from certain investors to
provide $3 million in new money to Reorganized NAPCUS in exchange
for shares of Reorganized NAPCUS Series A Convertible Preferred
Stock.

Further, the Debtors intend to issue two additional series of
preferred stock, the Reorganized NAPCUS Series B Convertible
Preferred Stock and the Reorganized NAPCUS Series C Convertible
Preferred Stock, to, respectively, Holders of Allowed General
Unsecured Claims against NAPCUS and Holders of Allowed General
Unsecured Claims against Petroflow.

NAPCUS general unsecured creditors who do not elect a stock
recovery on their Ballots will be paid in full in cash on account
of their allowed claims (up to an aggregate limit of $500,000 (or
such higher amount as may later be agreed by the Debtors and the
Creditors' Committee).

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

  http://bankrupt.com/misc/n.a.petroleum.DSfor1stamendedplan.pdf

                  About North American Petroleum

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Ltd.  North American
Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No.
10-11707) on May 25, 2010.  In its schedules, North American
Petroleum disclosed $140,678,983 in total assets and $125,595,183
in total liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.

These cases are being jointly administered for procedural
purposes, under the case docket for North American Petroleum
Corporation USA, Case No. 10-11707.

On Aug. 20, 2010, Petroflow Energy Ltd., the parent company of
North American Petroleum Corporation USA and Prize Petroleum, LLC,
filed a petition in the U.S. Bankruptcy Court for the District of
Delaware seeking relief under Chapter 11 of the Bankruptcy Code
(Case No. 10-12608).  On Sept. 10, 2010, the Bankruptcy Court
granted permission for Petroflow's Chapter 11 case to be jointly
administered with those of its two Chapter 11 debtor-affiliates.
On Sept. 17, 2010, Petroflow received recognition of the U.S.
Chapter 11 proceedings from the Alberta Court of Queen's Bench
under the Companies' Creditors Arrangement Act in Canada.  In its
petition, Petroflow disclosed assets and debts of between
$100 million and $500 million each.

David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul
Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as
lead bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R.
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Philadephia, Pa., serve as the Debtors' co-counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' notice, claims and
balloting agent.


NYTEX ENERGY: Inks Forbearance Agreement with WayPoint
------------------------------------------------------
NYTEX Energy Holdings, Inc., and certain of its subsidiaries, New
Francis Oaks, LLC, formerly known as Francis Oaks, LLC, and
Francis Drilling Fluids, Ltd., entered into a Forbearance
Agreement with WayPoint Nytex, LLC, relating to WayPoint's
mezzanine debt financing to the NYTEX Parties made pursuant to the
Preferred Stock and Warrant Purchase Agreement, dated Nov. 23,
2010.  Pursuant to the Forbearance Agreement, WayPoint agreed to
forbear from exercising its rights and remedies resulting from (i)
events of default under the WayPoint Purchase Agreement, as
outlined in a default letter from WayPoint dated April 14, 2011,
and (ii) the NYTEX Parties' failure to repurchase all securities
that WayPoint acquired in connection with the WayPoint Purchase
Agreement for an aggregate purchase price of $30,000,000, as
demanded by WayPoint in its May 4, 2011, Put Election Notice,
which failure resulted in an additional event of default under the
WayPoint Purchase Agreement.

To induce WayPoint to enter into the Forbearance Agreement, the
NYTEX Parties have agreed to, among other things, within 60 days
after the effective date of the Forbearance Agreement, Sept. 29,
2011, recapitalize the NYTEX Parties by effecting a repurchase the
WayPoint Securities for the aggregate purchase price equal to the
sum of $32,371,264 as of Sept. 30, 2011, plus interest accruing at
the default rate set forth in the WayPoint Purchase Agreement
through the closing date of the Recapitalization, plus payment by
the NYTEX Parties of reasonable legal fees and disbursements
incurred by WayPoint.

Some of the other inducements for WayPoint's forbearance include:

   (a) the retention by NYTEX Acquisition, New Francis, and FDF of
       a business improvement officer with executive officer
       authority over operations and reporting to the Boards of
       Directors of NYTEX Acquisition, New Francis and FDF;

   (b) FDF's payment of WayPoint's reasonable fees and expenses
       associated with the Default Letter, the Put Notice and the
       Forbearance Agreement;

   (c) the Company's agreement to identify, no later than 35 days
       after the Forbearance Effective Date, a lead investor in
       connection with the Recapitalization, or otherwise
       reasonably satisfy WayPoint that such Recapitalization is
       adequately progressing; and

   (d) provision to WayPoint's financial advisor of reasonable
       access to the books, records, properties, officers,
       employees and legal and financial advisors of the NYTEX
       Parties as well as payment for that advisor's reasonable
       fees.

WayPoint's agreement to forbear ends on the earlier of 60 days
after the Forbearance Effective Date, or the occurrence of a
"Forbearance Default," defined in the Forbearance Agreement.  The
term "Forbearance Default" includes nine categories of events,
which are listed in Section 1(f) of the Forbearance Agreement and
which list includes, among other events, the occurrence of any
Default or Event of Default under the WayPoint Purchase Agreement
other than the Current Events of Default, and failure to comply
with any term, condition or covenant in the Forbearance Agreement.

To induce the NYTEX Parties to enter into the Forbearance
Agreement, WayPoint agreed to, among other things, until the
earlier to occur of the Closing or the termination of the
Forbearance Period, forbear from exercising rights and remedies
under the WayPoint Purchase Agreement, including but not limited
to (1) exercising warrant rights to acquire a majority of the
Company's outstanding common stock, (2) effecting any change in
the Company's officers or directors, (3) taking any further action
to enforce any of its rights under the WayPoint Purchase Agreement
with respect to events of default, and (4) having its financial
advisor actively and publicly market NYTEX Acquisition, New
Francis, and FDF for sale to a third party.

In the Forbearance Agreement, the NYTEX Parties and WayPoint also
agreed to mutual releases from and to each other, and their
related parties relating to facts existing on or before the
Forbearance Effective Date that relate to the WayPoint Purchase
Agreement, related documents, and the relations among the parties.

A full-text copy of the Forbearance Agreement is available for
free at http://is.gd/GniANw

                 About NYTEX Energy Holdings, Inc.

NYTEX Energy Holdings, Inc., is a Dallas-based energy holding
company consisting of two wholly-owned subsidiaries, Francis
Drilling Fluids, Ltd., and NYTEX Petroleum, Inc.

The Company's balance sheet at June 30, 2011, showed $80.02
million in total assets, $87.13 million in total liabilities and a
$7.10 million total stockholders' deficit.


ONE 14: Atlas Partners Auctions Auto Dealerships
------------------------------------------------
Atlas Partners, LLC acted as real estate advisor to Michael S.
Polsky, the Court-approved Receiver of One 14 Place, LLC.  Atlas
auctioned and sold two former auto dealerships totaling 5.79 acres
in Wauwatosa, Wisconsin.

Atlas Partners was assisted locally by:

          Don Zien
          CB Richard Ellis
          Milwaukee, WI

Atlas Partners was referred to the assignment by:

          BCBP Attorneys
          Beck, Chaet, Bamberger & Polsky, S.C.
          Milwaukee, WI

Atlas Partners, LLC -- http://www.atlaspartners.com/-- is a
15 year-old real estate consulting company specializing in the
monetization of real estate assets.


ORAGENICS INC: Draws $1 Million Under Revolving Credit Facility
---------------------------------------------------------------
Oragenics, Inc., on Oct. 5, 2011, drew down $1,000,000 on its
Unsecured Revolving Line of Credit and executed a Revolving
Unsecured Promissory Note for that amount in favor of the Koski
Family Limited Partnership, the Company's largest shareholder.
The October Promissory Note matures on July 30, 2012, and bears
interest at LIBOR plus 6%.

The Company and the KFLP originally entered into the Credit
Facility on July 30, 2010.  Pursuant to the Credit Facility the
Company was initially able to borrow up to $2,000,000 from the
KFLP at LIBOR plus 6.0%.  The term of the Credit Facility was for
twelve months commencing Aug. 1, 2010.  The Company borrowed
$1,000,000 on each of Sept. 13, 2010, and Nov. 8, 2010.

On Jan. 24, 2011, the Company entered into a First Amendment to
the Credit Facility to increase the available borrowings from
$2,000,000 to $2,500,000 and simultaneously therewith the Company
drew on the Credit Facility, as amended by the First Amendment, to
borrow the additional $500,000 in available funds.

On Feb. 4, 2011, the Company entered into the Second Amendment to
the Credit Facility which (i) increased the available borrowing
under the Credit Facility by $2,500,000 from $2,500,000 to
$5,000,000 (ii) changed the due date of the amounts outstanding
and future borrowings from July 12, 2011, to July 30, 2012, (iii)
provided for the automatic conversion of any amounts borrowed and
outstanding under the Credit Facility into Company securities that
may be issued by the Company in subsequent securities offering,
and (iv) provided the KFLP with the right to put any undrawn
available amounts under the Credit Facility, as amended, to the
Company and thereby have a note issued to the KFLP.  Between March
and June 2011, the Company borrowed an additional $2,000,000 under
the Credit Facility in $500,000 monthly increments for its working
capital and operational needs.  The Credit Facility, as amended by
the Second Amendment, was limited to $500,000 draws per month and
the Company previously drew down on the Credit Facility in the
amount of $500,000 in each of March, April, May and June 2011.

On June 29, 2011, the Company entered into a Third Amendment to
the Credit Facility.  As a result of the Third Amendment, the
Company increased its availability under the Credit Facility by
$2,000,000 from $5,000,000 to $7,000,000.  Future draws of the
$2,000,000 in increased availability provided by the Third
Amendment to the Credit Facility were limited to $1,000,000
increments in August 2011 and October 2011, respectively.  All
other terms of the Credit Facility remained the same.

With the October 2011 Promissory Note borrowing, the Company
currently has an aggregate of $7,000,000 outstanding and owed to
the KFLP under the Credit Facility, as amended, and no remaining
availability.

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

The Company's balance sheet at June 30, 2011, showed $1.3 million
in total assets, $6.3 million in total liabilities, and a
stockholders' deficit of $5.0 million.

As reported in the TCR on April 5, 2011, Kirkland, Russ, Murphy &
Tapp, P.A., in Clearwater, Fla., expressed substantial doubt about
Oragenics' ability to continue as a going concern, following the
Company 2010 results.  The independent auditors noted that the
Company has incurred recurring operating losses, negative
operating cash flows and has an accumulated deficit.


ORGERON BROS: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Orgeron Bros. Marine, LLC
        201 E. 7th Street
        Larose, LA 70373

Bankruptcy Case No.: 11-13248

Chapter 11 Petition Date: October 4, 2011

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Darryl T. Landwehr, Esq.
                  LANDWEHR
                  1010 Common Street, Suite 1710
                  New Orleans, LA 70112
                  Tel: (504) 561-8086
                  Fax: (504) 561-8089
                  E-mail: dtlandwehr@aol.com

Scheduled Assets: $1,759,203

Scheduled Debts: $1,047,885

A copy of the list of 16 largest unsecured creditors is
available for free at http://bankrupt.com/misc/laeb11-13248.pdf

The petition was signed by Craig Orgeron, manager.


OWENS CORNING: Garlock Wants Plea to Reopen Cases Addressed
-----------------------------------------------------------
Garlock Sealing Technologies LLC asks two bankruptcy courts to
schedule and conduct a status conference in the Chapter 11 cases
of these debtors:

  Court                       Chap. 11 Debtors' cases
  -----                       -----------------------
  A. U.S. Bankruptcy Court    * Owens Corning
     for the District of      * ACandS, Inc.
     Delaware                 * Armstrong World Industries, Inc.
                              * Combustion Engineering, Inc.
                              * The Flintkote Company
                              * Kaiser Aluminum Corp.
                              * US Mineral Products Company
                              * USG Corp.
                              * W.R. Grace & Co.

B. U.S. Bankruptcy Court     * Mid-Valley, Inc.
    for the Western District  * North American Refractories Co.
    of Pennsylvania           * Pittsburgh Corning Corp.

Garlock Sealing asks the Courts to address its request to reopen
the Chapter 11 cases in order to access judicial records and
statements made pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure.

Garlock filed its Requests approximately seven months ago, and a
hearing was held approximately six months ago.

Gregory W. Werkheiser, Esq., at Morris Nichols Arsht & Tunnell
LP, in Wilmington, Delaware, notes that Garlock's statutory plan
exclusivity period in its own Chapter 11 bankruptcy case will
terminate in November 2011, and is not subject to further
extension.  He says that before the exclusivity ends, Garlock
intends to file both a plan of reorganization and a proposal for
pre-trial proceedings leading to an estimation of asbestos
claims.

"Further delay in the resolution of the Garlock Motions is likely
to introduce delay and instability into this schedule and
Garlock's reorganization process, which Garlock wishes to avoid,"
Mr. Werkheiser argues.

Mr. Werkheiser further contends that it is appropriate to revisit
the Garlock's Requests at this time because, since the Hearing,
public interest has intensified concerning potential
inconsistencies between plaintiffs' exposure allegations in tort
system discovery and their exposure allegations when pursuing
bankruptcy law remedies.

On September 9, 2011, the Subcommittee on the Constitution in the
Judiciary Committee of the U.S. House of Representatives convened
a hearing titled "How Fraud and Abuse in the Asbestos
Compensation System Affect Victims, Jobs, the Economy, and the
Legal System."  One of the topics aired at this hearing was
whether asbestos claimants are taking advantage of
confidentiality provisions in trust distribution procedures for
524(g) trusts to make inconsistent representations in the tort
system and before Trusts concerning their exposure history.

Garlock's Requests, Mr. Werkheiser explains, do not seek exposure
evidence submitted to Trusts, but rather documents filed in the
Courts containing evidence of claimants' claims and exposures but
the underlying issue is ultimately the same one aired in the
Congressional Hearing and in Mr. Stengel's written statement: Are
claimants taking inconsistent positions concerning their
exposures when pursuing their tort and bankruptcy law remedies,
and to what extent.

As of October 3, 2011, the Courts have not yet entered orders
granting or denying Garlock's Requests.  As a result and to
advance the expeditious consideration of matters critical to the
administration of Garlock's bankruptcy case, Garlock has filed a
request for a status conference at the Courts' earliest
convenience.

                     About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                         *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's Investors Service.

                     About Mid-Valley Inc.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown &
Root International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide
a wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case
No. 02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq.,
and Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent
the Debtors in their restructuring efforts.  On June 30, 2004,
the Debtors disclosed $6.255 billion in total assets and
$5.295 billion in total liabilities.

The Bankruptcy Court's July 17, 2004, confirmation of the Debtors'
Prepackaged Plan, and the District Court's affirmation order on
July 26, 2004, allowed the Debtors to emerge from bankruptcy
protection on Jan. 3, 2005.


PALMS OF BELLEAIR: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Palms of Belleair, LLC
        675 Indian Rocks Rd
        Belleair Bluffs, FL 33770

Bankruptcy Case No.: 11-18683

Chapter 11 Petition Date: October 4, 2011

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

Judge: K. Rodney May

Debtor's Counsel: Michael C. Markham, Esq.
                  JOHNSON POPE BOKOR RUPPEL & BURNS LLP
                  P.O. Box 1368
                  Clearwater, FL 33757
                  Tel: (727) 461-1818
                  Fax: (727) 443-6548
                  E-mail: mikem@jpfirm.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 eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-18683.pdf

The petition was signed by Bruce Danielson, managing member.


PARTSEARCH TECH: Best Buy Acquires Biz Under Confirmed Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Partsearch Technologies Inc. was authorized last week
to sell the business to electronics retailer Best Buy Co. Inc.
when the bankruptcy judge in New York signed a confirmation order
approving the Partsearch Chapter 11 plan.  When the Partsearch
business went up for auction in March, Richfield, Minnesota-based
Best Buy had the top bid at $6.4 million.

Mr. Rochelle relates that in lieu of buying the business outright,
Best Buy opted to sponsor a Chapter 11 plan where it would take
ownership of the corporation, not simply buy the assets.  The plan
is calculated to pay unsecured creditors 50% to 60% on their $7.4
million in claims.  Best Buy will pay for the business by
forgiving a debt of $8.85 million that Partsearch owes.  In
addition, Best Buy will pay $1.3 million for the equity.
Separately, Best Buy will pay another $5.1 million cash in
satisfaction of a debt it owes Partsearch. As part of the plan,
Best Buy agreed to reduce its unsecured claim to $2.3 million.
Best Buy will receive the same distribution as other unsecured
creditors.

Mr. Rochelle discloses that Best Buy had been the biggest customer
for Partsearch, which sold parts for consumer electronics and
outdoor power equipment until Partsearch disclosed it overcharged
Best Buy by $5.9 million.

                   About Partsearch Technologies

Partsearch Technologies Inc., based in Kingston, New York, offers
parts for consumer electronics and outdoor power equipment.  It
doesn't hold inventory of its own. Inventory comes from suppliers.

Partsearch filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-10282) on Jan. 27 after discovering it overcharged its
largest customer Best Buy Co. Inc. by $5.9 million.  William R.
Baldiga, Esq., at Brown Rudnick LLP, in New York, serves as
counsel.  Partsearch disclosed assets for $4 million and total
liabilities of $13 million.

As reported by the Troubled Company Reporter on March 30, 2011,
electronics retailer Best Buy Co. obtained permission to buy
Partsearch Technologies for $6.4 million.


PHILADELPHIA ORCHESTRA: Reaches Tentative Deal With Musician Union
------------------------------------------------------------------
The Associated Press reports that the Philadelphia Orchestra and
its musicians union said they have reached a tentative agreement
to an ongoing labor dispute.

The report says the agreement was reached on Oct. 6, 2011.  The
terms will remain sealed by the court until the musicians and the
orchestra board can each vote on the pact this week.

According to the report, in its bankruptcy petition, the orchestra
asked for a new collective bargaining agreement with the
musicians' union and relief from millions of dollars in
contributions to their pension fund.

                  About The Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras. Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case. The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor. Curley, Hessinger & Johnsrud serves as its
special counsel. Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.


PICKWICK SQUARE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Pickwick Square Mutual Homes, Inc.
        1574 Addison Road
        District Heights, MD 20747

Bankruptcy Case No.: 11-29924

Chapter 11 Petition Date: October 5, 2011

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Dennis J. Shaffer, Esq.
                  WHITEFORD, TAYLOR, AND PRESTON, LLP
                  7 Saint Paul St.
                  Baltimore, MD 21202
                  Tel: (410) 347-8700
                  E-mail: dshaffer@wtplaw.com

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 Clarence W. Robinson, president.


PS LODGING: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: PS Lodging Investment, Inc.
        30 Over View Drive
        Blue Ridge, GA 30513-6640

Bankruptcy Case No.: 11-24171

Chapter 11 Petition Date: October 5, 2011

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

Debtor's Counsel: R. Bruce Warren, Esq.
                  WHITEHURST, BLACKBURN & WARREN
                  809 S. Broad Street
                  Thomasville, GA 31792
                  Tel: (229) 226-21611
                  Fax: (229) 228-9014
                  E-mail: bankruptcy@wbwk.com

Scheduled Assets: $1,900,000

Scheduled Debts: $1,717,209

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-24171.pdf

The petition was signed by Sharad Patel, CEO and Prakesh Patel,
CFO.


PJ FINANCE: Withdraws Motion for Financing in Relation to Plan
--------------------------------------------------------------
PJ Finance Company, LLC, et al., notified the U.S. Bankruptcy
Court for the District of Delaware that they are withdrawing their
financing motion in connection with their Plan of Reorganization.

The Debtors also related that the financing motion is superseded
by the motion to approve the Disclosure Statement.  On Sept. 22,
2011, the Debtors filed a motion for entry of an order, among
other things, approving Disclosure Statement; and establishing
objection deadline and scheduling hearing to consider confirmation
of the Plan.

The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Nov. 7, 2011, at 10:00 a.m., to consider
adequacy of the Disclosure Statement explaining the Debtors' Plan.
Objections, if any, are due Nov. 2.

As reported in the Troubled Company Reporter on Sept. 22, 2011,
the plan was co-proposed by the Debtor and the official creditors'
committee.  The owner of 9,500 apartment units in 32 projects has
been jousting since the case began with secured lender Torchlight
Loan Services LLC.

The Plan provides for these terms:

  * The plan is to be financed with a fresh $10 million investment
    by the owners.

  * Torchlight two alternatives:

    (A) Torchlight can elect to keep the full amount of a
        $370 million secured claim on the properties.  The new
        debt would start off paying 3.5% interest and mature in
        2019.  In that event, unsecured creditors would split up
        $5 million cash to cover $10 million in claims.

    (B) Torchlight can elect to have a new secured debt equal to
        whatever value the judge assigns to the collateral.  The
        new secured debt would start off paying 3% interest and
        mature in 2022.  In that case, unsecured creditors would
        receive $4 million cash, and Torchlight would receive a
        new unsecured note for 40% of its estimated $165 million
        deficiency claim.  The 40% is to represent the same
        distribution received by unsecured creditors.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.
An official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


PLATINUM PROPERTIES: Wants to Amend Cash Collateral Stipulation
---------------------------------------------------------------
Platinum Properties, LLC, and its affiliates ask the Bankruptcy
Court to approve the second amended final stipulation of Platinum
Properties, LLC, MK Investment Group, LLC, and Christel DeHaan, as
Trustee of the Christel DeHaan Revocable Trust dated December 31,
1992, authorizing Platinum Properties, LLC's use of cash
collateral and granting adequate protection.

Paragraph 12(e) of the Amended Final Stipulation and Agreed Entry
is deleted in its entirety and is replaced and superseded by the
following:

12(e). For the sale of any Maple Knoll lots (excluding lots in
       Sonoma Section 5 and the office parcel) to the extent that
       any of the Maple Knoll lots are sold at the listed minimum
       price (or higher) (the "Minimum Lot Sales Price") as set
       forth in the loan documents of Bank of America or any
       successor first lien lender to Bank of America (such as the
       Ralph L. Wilfong, II Charitable Remainder Unitrust Dated
       May 21, 2001 as to Sonoma Section 4A) (the "First Lien
       Lender"), the Release Price (as defined in the First Lien
       Lender loan documents) shall be an amount equal to the
       greater of (i) as to Bank of America, eighty-five percent
       (85%), and as to any other First Lien Lender, the
       negotiated percentage of the net sales price of the
       residential lot or parcel at the specific project at which
       the lot is sold (such net sales price being the gross sales
       price less customary broker commissions and closing costs),
       or (ii) 100% of the Minimum Lot Sales Price; and if the
       foregoing criteria are met, Platinum price exceeds the
       Release Price, (i) Platinum shall immediately pay the
       lesser of one-third (1/3) of the balance remaining after
       the First Lien Lender Lot Sale Proceeds and five percent
       (5%) to MK Investment to be applied against the
       indebtedness owed to MK Investment as provided under the
       Loan Documents and to the DeHaan Trust to be applied
       against the indebtedness owed to the DeHaan Trust as
       provided under the Loan Documents after all indebtedness
       owed to MK Investment by Platinum pertaining to the Maple
       Knoll Collateral has been paid in full (collectively, the
       "MK Lender Lot Sale Proceeds"), (ii) Platinum shall deposit
       the lesser of one-third (1/3) of the balance remaining
       after the First Lien Lender Lot Sale Proceeds and five
       percent (5%) of the net sales price (the "MK Professional
       Fee Account Funding Formula") into a segregated account
       (the "Professional Fee Account") for the payment of
       professional fees incurred in the Chapter 11 case (the
       "Professional Fee Proceeds"); and (iii) Platinum may use
       the balance remaining after the First Lien Lender Lot
       Sale Proceeds and the Professional Fee Proceeds, plus the
       Road Impact Fees (as defined in the First Lien Lender loan
       documents) collected by Platinum as Maple Knoll Cash
       Collateral (the "MK Operating Proceeds");

            About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels serve as the Debtors' bankruptcy
counsel.  Platinum Properties disclosed $14,624,722 in assets and
$181,990,960 in liabilities as of the Chapter 11 filing.

The U.S Trustee has not yet appointed a creditors committee in the
Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


POINT BLANK: Judge Approves Gores-Led Auction Process
-----------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Peter J. Walsh on Wednesday approved the auction process for
Point Blank Solutions Inc. that is built around private equity
firm The Gores Group LLC's $30 million offer for the body armor
maker.

According to Law360, Judge Walsh set the assets auction for
Oct. 27, setting the stage for the Gores-backed stalking horse,
Barrier Acquisition LLC, to take control of the beleaguered
company unless debtor-in-possession lenders led by buyout firm
Lonestar Partners LP or any other suitor swoops in with a superior
bid.

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.


The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as co
counsel.


POWER EFFICIENCY: Earns $1 Million from Securities Offering
-----------------------------------------------------------
Power Efficiency Corporation, on Oct. 4, 2011, consummated a
closing of a private placement offering of units, each unit
consisting of a Secured Convertible Promissory Note and warrants
to purchase shares of the Company's common stock, receiving
aggregate gross proceeds of $1,000,000.  Many of the purchasers of
units were either directors, affiliates or pre-existing
stockholders of the Company.

In the event the Company consummates any subsequent financing
while the Notes are outstanding, all amounts due and owing under
those Notes may be converted into equity or debt on the same terms
as such subsequent financing at the sole discretion of the Note
holder.  The Notes are not otherwise convertible.  The Warrants
are exercisable for a period of five years and are initially
exercisable into an aggregate of 2,777,780 shares of Company
common stock at an exercise price of $.09 per share.

The Offering was conducted pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as
amended, pursuant to Regulation D, Section 4(2) and Rule 506
thereunder.

                       About Power Efficiency

Las Vegas, Nevada-based Power Efficiency Corporation (OTC: PEFF) -
- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.

The Company's balance sheet at June 30, 2011, showed $3.41 million
in total assets, $1.22 million in total liabilities, and
$2.19 million total stockholders' equity.

As reported in the TCR on April 6, 2011, BDO USA, LLP, in Las
Vegas, Nevada, expressed substantial doubt about Power
Efficiency's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and has generated negative
cash flows from operations.

Continuation of the Company as a going concern is dependent upon
achieving profitable operations or accessing sufficient operating
capital.  Management's plans to achieve profitability include
developing new products, obtaining new customers and increasing
sales to existing customers.  Management is seeking to raise
additional capital through equity issuance, debt financing or
other types of financing.  However, there are no assurances that
sufficient capital will be raised.  If the Company is unable to
obtain it on reasonable terms, it would be forced to restructure,
file for bankruptcy or significantly curtail operations.


PRECISION OPTICS: Maturity of $600,000 Notes Extended to Oct. 31
----------------------------------------------------------------
Precision Optics Corporation, Inc., on June 25, 2008, entered into
a Purchase Agreement, as amended, with certain accredited
investors pursuant to which the Company sold an aggregate of
$600,000 of 10% Senior Secured Convertible Notes.  The Investors
amended the Notes on several dates to extend the "Stated Maturity
Date" of the Notes.  On Sept. 30, 2011, the Investors further
amended the Notes to extend the "Stated Maturity Date" to Oct. 31,
2011.  The Company believe the Investors will continue to work
with it to reach a positive outcome on the Note repayment.

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported a net loss of $1.05 million on $2.24 million
of revenue for the fiscal year ended June 30, 2011, compared with
a net loss of $660,882 on $3.09 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $1.12 million
in total assets, $2.31 million in total liabilities, all current,
and a $1.19 million total stockholders' deficit.

As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in
Westborough, Mass., expressed substantial doubt about Precision
Optics' ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2010.  The
independent auditors noted that the Company has suffered recurring
net losses and negative cash flows from operations.


PROVADA INSURANCE: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Provada Insurance Services, Inc.
        101 Montgomery Street, #1350
        San Francisco, CA 94104

Bankruptcy Case No.: 11-33665

Chapter 11 Petition Date: October 7, 2011

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

Judge: Dennis Montali

Debtor's Counsel: Iain A. Macdonald, Esq.
                  MACDONALD AND ASSOCIATES
                  221 Sansome Street, Third Floor
                  San Francisco, CA 94104
                  Tel: (415) 362-0449
                  E-mail: iain@macdonaldlawsf.com

Scheduled Assets: $97,420

Scheduled Debts: $1,725,613

The Company?s list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/canb11-33665.pdf

The petition was signed by Lloyd Silver, president.


PURE BEAUTY: Has Green Light to Use Regis Cash Collateral
---------------------------------------------------------
Judge Peter J. Walsh signed off on a stipulation and order
authorizing Pure Beauty Salons & Boutiques Inc. and its debtor-
affiliates to use cash collateral of the Regis Corporation.

Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust
II 2009 for the purpose of acquiring roughly 465 retail stores
from Trade Secret Inc., and its affiliated Chapter 11 debtors
(Bankr. D. Del. Case No. 10-12153) through a sale pursuant to
Section 363 of the Bankruptcy Code.  The consideration for the
purchased stores was a credit bid by Regis of $32.5 million and
the assumption by Pure Beauty Salons of $13 million in TSI's
liabilities.  Pursuant to an October 2010 asset purchase
agreement, TSI sold to Pure Beauty Salons, as assignees of the
rights of Regis under the TSI sale, substantially all of TSI's
assets related to the purchased stores.  TSI's bankruptcy case was
dismissed in January 2011.

Under a Credit and Security Agreement, Regis was granted a
security interest in substantially all of Pure Beauty Salon's
properties.  As of Pure Beauty Salons' bankruptcy filing date, it
owed Regis the $32.5 million.

Pure Beauty Salons contends they need the ability to use the cash
collateral securing their obligations to Regis otherwise they may
be unable to fund operating and reorganization expenses that are
necessary to maintain the value of the estates and to enable the
Debtors to attempt to maximize recoveries for all parties-in-
interest.

As adequate protection for any cash collateral expended by the
Debtors, Regis under the stipulation is granted replacement liens,
subject to a carve-out for bankruptcy professional fees, and fees
payable to the clerk of court and the U.S. Trustee's office.

Judge Walsh scheduled a hearing to consider final approval of the
Debtors' cash collateral use for Oct. 26 at 9:30 a.m.  If no
objections are received by Oct. 19, the Interim Order will be
deemed final, Judge Walsh said.

                     About Pure Beauty Salons

Pure Beauty Salons & Boutiques Inc. 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.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Judge Mary F. Walrath was initially assigned to the case.  Judge
Peter J. Walsh took over.  Andrew L. Magaziner, Esq., and Joseph
M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' counsel.  The Debtors' investment banker is SSG
Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com  The
Debtors' notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.  The Debtor estimated assets and debts both
at $10 million to $50 million.  The Debtors owe $15 million to
vendors and landlords.  The petition was signed by Brian Luborsky,
chief executive officer.

Secured lender Regis Corp. is represented in the case by:

          Michael L. Meyer, Esq.
          RAVICH MEYER KIRKMAN MCGRATH NAUMAN & TANSEY P.A.
          4545 IDS Center, 80 South Eighth Street
          Minneapolis, MN 55402
          Tel: (612) 317-4745
          E-mail: mlmeyer@ravichmeyer.com

               - and -

          Kathleen M. Miller, Esq.
          SMITH KATZENSTEIN & FURLOW LLP
          800 Delaware Avenue, 10th Floor
          P.O. Box 410
          Wilmington, DE 19899
          Tel: 302-652-8400 ext 230
          Fax: 302-652-8405
          E-mail: kmiller@skjlaw.com


PURE BEAUTY: Hearing on Sale Procedures Motion Set for Nov. 1
-------------------------------------------------------------
The Bankruptcy Court will hold a hearing on Nov. 1, 2011, at 10:30
a.m. to consider the request of Pure Beauty Salons & Boutiques
Inc. and BeautyFirst Franchise Corp. for approval of procedures to
govern the sale of the Debtors' assets and to establish relevant
dates, including the bidding deadline and auction date.
Objections are due by Oct. 25.

When they filed for bankruptcy, the Debtors formalized a term
sheet with respect to the sale of their assets to secured lender
Regis Corporation.  As part of the deal, Regis will assign its
rights under an Asset Purchase Agreement to a newly formed
affiliate of the Luborsky Family Trust II 2009, an insider of the
Debtors.

According to the Debtors' Sale Motion, prior to the bankruptcy
petition date, their management and professionals approached Regis
to determine its interest in acting as a stalking horse bidder
with respect to the sale.  Management believed Regis was the most
likely candidate to successfully act as the stalking horse bidder
given its history with, and recent sale, of the Trade-Premier
Group to Premier Salons Beauty Stores, Inc., the business
synergies currently in place by and among Regis and the Debtors,
Regis' overall place in the competitive market in which the
Debtors operate, and Regis' secured position with respect to
substantially all of the Debtors' assets.

A joint venture of Regis and a newly formed affiliate of LFT II
will buy the Debtors for $32.5 million representing a credit bid
from Regis and the assumption of liabilities.

That LFT II affiliate intends to continue the Debtors' business,
albeit as a scaled down operation that eliminates unprofitable
stores.

The Debtors propose that the deadline for submitting bids be 75
days after the Court's entry of the Bid Procedures Order.  The
auction will be held no later than two days after the bid
deadline.  A hearing to approve the sale will be held two days
later.

The Debtors proposes to reimburse the stalking horse bidder of its
expenses of up to $100,000 in the event the Debtors cut a deal
with another buyer.

                     About Pure Beauty Salons

Pure Beauty Salons & Boutiques Inc. 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.

Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust
II 2009 for the purpose of acquiring roughly 465 retail stores
from Trade Secret Inc., and its affiliated Chapter 11 debtors
(Bankr. D. Del. Case No. 10-12153) through a sale pursuant to
Section 363 of the Bankruptcy Code.  The consideration for the
purchased stores was a credit bid by Regis Corp. of $32.5 million
and the assumption by Pure Beauty Salons of $13 million in TSI's
liabilities.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Judge Mary F. Walrath was initially assigned to the case.  Judge
Peter J. Walsh took over.  Andrew L. Magaziner, Esq., and Joseph
M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' counsel.  The Debtors' investment banker is SSG
Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com  The
Debtors' notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.  The Debtor estimated assets and debts both
at $10 million to $50 million.  The Debtors owe $15 million to
vendors and landlords.  The petition was signed by Brian Luborsky,
chief executive officer.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


PURE BEAUTY: Sec. 341 Creditors' Meeting Set for Nov. 10
--------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
convene a meeting of creditors in the bankruptcy cases of Pure
Beauty Salons & Boutiques Inc. and BeautyFirst Franchise Corp. on
Nov. 10, 2011 at 1:30 p.m.

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 Pure Beauty Salons

Pure Beauty Salons & Boutiques Inc. 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.

Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust
II 2009 for the purpose of acquiring roughly 465 retail stores
from Trade Secret Inc., and its affiliated Chapter 11 debtors
(Bankr. D. Del. Case No. 10-12153) through a sale pursuant to
Section 363 of the Bankruptcy Code.  The consideration for the
purchased stores was a credit bid by Regis Corp. of $32.5 million
and the assumption by Pure Beauty Salons of $13 million in TSI's
liabilities.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Judge Mary F. Walrath was initially assigned to the case.  Judge
Peter J. Walsh took over.  Andrew L. Magaziner, Esq., and Joseph
M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' counsel.  The Debtors' investment banker is SSG
Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com  The
Debtors' notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.  The Debtor estimated assets and debts both
at $10 million to $50 million.  The Debtors owe $15 million to
vendors and landlords.  The petition was signed by Brian Luborsky,
chief executive officer.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


PURE BEAUTY: To Reject Leases for Unprofitable Outlets
------------------------------------------------------
Pure Beauty Salons & Boutiques Inc. and BeautyFirst Franchise
Corp. seek the Court's authority to reject certain non-residential
real property leases for unprofitable store locations effective as
of the earlier of Oct. 14, 2011, and the date that the Debtors
tender possession of the property.

The Debtors also seek permission to abandon furniture, fixtures
and equipment at the vacated properties.

                     About Pure Beauty Salons

Pure Beauty Salons & Boutiques Inc. 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.

Pure Beauty Salons was formed in 2010 by the Luborsky Family Trust
II 2009 for the purpose of acquiring roughly 465 retail stores
from Trade Secret Inc., and its affiliated Chapter 11 debtors
(Bankr. D. Del. Case No. 10-12153) through a sale pursuant to
Section 363 of the Bankruptcy Code.  The consideration for the
purchased stores was a credit bid by Regis Corp. of $32.5 million
and the assumption by Pure Beauty Salons of $13 million in TSI's
liabilities.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Judge Mary F. Walrath was initially assigned to the case.  Judge
Peter J. Walsh took over.  Andrew L. Magaziner, Esq., and Joseph
M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' counsel.  The Debtors' investment banker is SSG
Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com  The
Debtors' notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.  The Debtor estimated assets and debts both
at $10 million to $50 million.  The Debtors owe $15 million to
vendors and landlords.  The petition was signed by Brian Luborsky,
chief executive officer.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


QUINCY MEDICAL: Court Approves Assets Sale to Steward Medical
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Quincy Medical Center, Inc., et al., to sell the
hospital and related business assets to sell to Quincy Medical
Center, A Steward Family Hospital, Inc., formerly Steward Medical
Holdings Subsidiary Five, Inc.

As reported in the Troubled Company Reporter on Sept. 16, 2011,
the Debtors filed a plan of liquidation dated Sept. 8, 2011, which
contemplate the sale of substantially all of their assets to
Steward Medical Holdings Subsidiary Five, Inc.

The Company proposes to sell assets utilized by the Company in
operating its business, including without limitation the
Company's:

    (i) interests in real property, including the Company's fee
        interest in real property improved by its 196-bed acute
        care hospital;

   (ii) personal property, including equipment, furniture and
        inventory used to operate the Hospital;

  (iii) third-party payor contracts and provider numbers under
        which the Company collects most of its revenue from
        government and third-party payors, and other unexpired
        leases and executory contracts as designated by purchaser;
        and

   (iv) accounts receivable, work in process, intellectual
        property, including the Quincy Medical Center name, and
        other miscellaneous, specified assets.

                   About Quincy Medical Center

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.


RADIOSHACK CORP: Moody's Affirms 'Ba1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service revised RadioShack Corporation's outlook
to negative from stable and affirmed the company's Ba1 Corporate
Family and Probability of Default Ratings, and Ba2 rating of its
senior unsecured notes and senior unsecured convertible notes.
RadioShack has an SGL-1 Speculative Grade Liquidity rating.

"RadioShack's financial leverage is high for the rating category
and Moody's does not expect the company's operating performance to
reverse its negative trend in the near to medium term and
therefore expect margins and credit metrics to continue to
deteriorate", stated Moody's Senior Analyst Mickey Chadha.
"RadioShack's new Target mobile centers which replaced the
company's Sam's Club kiosks have comparatively lower operating
margins and will take time to generate traction, further
pressuring the company's bottom line and credit metrics", Chadha
further stated.

These ratings are affirmed:

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1

$375 million 2.5% senior unsecured convertible notes due 2013 at
Ba2 (LGD 4, 64%)

$325 million senior unsecured notes due 2019 at Ba2 (LGD 4, 64%)

Senior unsecured shelf rating at (P) Ba2

The negative outlook reflects RadioShack's lackluster operating
performance which has resulted in margin erosion and credit
metrics that are inconsistent with the current rating category.
Moody's expects the company's margins and credit metrics to remain
under pressure.

Given the negative outlook, upward movement in RadioShack's
ratings is unlikely in the near to medium term. Stabilization of
the outlook could occur if operating margins reverse their
declining trend, liquidity remains very good, debt/EBITDA is
sustained below 4.0 times and EBITA to interest is sustained above
3.0 times.

A higher rating would likely require improvements in operating
performance such that debt / EBITDA is sustained below 3.25 times
and EBITA to interest is sustained above 4.25 times.

A more aggressive financial policy, deterioration in liquidity and
a failure to stem erosion in operating margins could result in a
downgrade. Quantitatively ratings could be downgraded if debt /
EBITDA is sustained above 4.0 times or if EBITA to interest drops
below 3.0 times.

The last rating action on RadioShack was on April 26, 2011 when
its senior unsecured notes were assigned a Ba2 rating and all
other ratings were affirmed with a stable outlook.

The principal methodologies used in this rating were Global Retail
Industry published in June 2011, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

RadioShack is a retailer of consumer electronics and peripherals,
as well as a retailer of cellular phones. It operates 4,463 stores
in the U.S. and Mexico and 1,481 wireless phone kiosks in the U.S.
The company also generates sales through a network of 1,175 dealer
outlets worldwide. LTM June 30, 2011 revenues were approximately
$4.5 billion.


REAL MEX: Can Borrow $25MM Under DIP Facility on Interim
--------------------------------------------------------
Real Mex Restaurants Inc. won interim Court authority to borrow
under a DIP financing credit agreement syndicated by General
Electric Capital Corporation, as administrative agent and
collateral agent, and GE Franchise Finance Commercial LLC.

The DIP lenders have committed to provide a letter of credit
facility of up to $20 million and a revolving credit facility of
up to $29 million.  On an interim basis, the Debtors intend to
borrow up to an aggregate of $20 million under the LC Facility and
$5 million under the Revolver Facility.

The Debtors also won interim authority to use cash collateral
securing their obligations to their prepetition secured lenders,
not to exceed $5 million.

The Interim Court Order expires Nov. 4.

The Debtors have told the Court that their reason to obtain DIP
financing and use cash collateral is compelling.  The Debtors said
they have roughly $1.0 million of cash on hand with no additional
borrowing capacity under a prepetition first lien credit
agreement.  The proposed DIP Facility will provide liquidity for
working capital and other general corporate purposes of the
Debtors subject to a monthly budget, thereby permitting the
Debtors to continue business operations in the ordinary course.
The Debtors said the DIP facility and cash collateral will also
allow them to complete their marketing and sale process.

Real Mex Restaurants Inc. is the borrower or issuer, and the other
Debtors are guarantors, under several credit facilities.  As of
the Petition Date, the Debtors owed:

     (a) roughly $37.4 million -- of which $19.9 million
         constitutes contingent reimbursement obligations in
         connection with issued but undrawn letters of credit --
         under a senior secured credit facility (first lien credit
         facility) that provides up to $17.5 million of revolving
         credit and $22.5 million of letter of credit
         availability.  GECC serves as the First Lien Agent;

     (b) roughly $130 million under a senior secured notes
         issuance (second lien notes).  Wells Fargo Bank, National
         Association, serves as the Second Lien Trustee; and

     (c) roughly $34.6 million under an unsecured credit facility.
         Credit Suisse, Cayman Islands Branch, serves as
         administrative agent, sole bookrunner and lead arranger
         under the so-called Opco Unsecured Loan.

RM Restaurant Holding Corp. separately owes roughly $38.8 million
under an unsecured credit facility, where Credit Suisse, Cayman
Islands Branch (as successor to Wilmington Trust FSB), also serves
as administrative agent -- Holdco Unsecured Loan.

The Prepetition First Lien Secured Agent, the Prepetition Second
Lien Trustee and the Majority Prepetition Second Lien Secured
Noteholders have negotiated in good faith regarding the Debtors'
use of cash collateral.  These creditor constituencies have agreed
to permit the Debtors to use cash collateral during the interim
period.

The DIP facility matures on the earliest to occur of (a) March 31,
2012, (b) the effective date of a plan of reorganization, (c) the
a so-called Termination Declaration Date, (d) the date of the
consummation of the sale of all or substantially all of the assets
and Equity Interests of the Debtors pursuant to section 363 of the
Bankruptcy Code, and (e) the date all Obligations are indefeasibly
paid in full in cash and the DIP Credit Agreement and the other
Loan Documents are terminated.

The Debtors have provided the secured lenders a rolling 13-week
cash flow budget.

Real Mex is seeking to sell its assets in three months.  The
Debtors are required under the DIP facility to meet these
milestones:

     Petition Date      File a motion seeking approval of bid
                        Procedures

     Nov. 3             Hearing on Bid Procedures Motion

     Nov. 8             Approval of Bid Procedures

     Jan. 4             Bid deadline

     Jan. 9             Auction date, if necessary

     Jan. 13            Hearing to approve the sale to the winning
                        bidder

     Feb. 13            Expected consummation of the sale

The Debtors do not currently have a "stalking horse" bidder for
their assets.  The Debtors, however, are in active discussions
with certain principal holders of their senior secured notes
regarding a potential stalking horse transaction by the Second
Lien Secured Parties.

The sale proceeds will be used to pay in full all prepetition
first lien obligations and DIP obligations promptly upon closing
of the sale.  The second lien obligations will be paid next.

The DIP facility also requires the Debtors to pay a host of fees
pursuant to fee letters.  The Debtors won Court permission to file
the fee letters under seal and may be shown on a confidential
basis to the U.S. Trustee, the counsel and financial advisors to
any statutory committee appointed in the case, and to Z Capital
Management LLC, on behalf of Z Capital Special Situations Fund
Holdings I LLC.

Among others, the fee letter requires the Debtors to pay Sun
Cantinas Finance LLC $250,000.  The Debtors is authorized to pay
the $100,000 portion pursuant to the Interim Order.

Unsecured creditor Z Capital had objected to the DIP Motion and
the request to keep the Fee Letters confidential.  Z Capital said
the Debtors are seeking to exclude from public view potentially
massive fees to be paid, and pointed out that over $2 million in
restructuring fees were being proposed to be paid during the first
week of the case.  Z Capital also said the GE Capital DIP Loan is
deeply flawed and unwarranted, and that better alternatives are
readily available.

Z Capital pointed out that the Debtors propose to give a wealth of
unjustifiable and potentially case-defining benefits to two groups
of creditors who hold prepetition liens on only some of the
Debtors' assets.  Z Capital said the bondholders are not parties
to the proposed DIP financing, are not extending a dime's worth of
credit, and yet are receiving a multitude of improper benefits.

The Interim Order grants the secured lenders adequate protection
liens for the Debtors' use of cash collateral.  Among others, the
Debtors have agreed to pay the bankruptcy professionals retained
by a group of second lien secured noteholders, by the Second Lien
Indenture Trustee, subject to a cap.

The Second Lien Indenture Trustee or its assignee has the right to
credit bid up to the amount of the Second Lien Obligations.

A final hearing on the DIP facility is set for Nov. 3.  Objections
to the Debtors' request are due Oct. 27.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by:

          Mark Shinderman, Esq.
          Fred Neufeld, Esq.
          Haig M. Maghakian, Esq.
          MILBANK, TWEED, HADLEY & McCLOY LLP
          601 South Figueroa Street, 30th Floor
          Los Angeles, CA 90017-5735
          Telephone: (213) 892-4000
          Facsimile: (213) 629-5063
          E-mail: mshinderman@milbank.com
                  fneufeld@milbank.com
                  hmaghakian@milbank.com

               - and -

          Laura Davis Jones, Esq.
          Curtis A. Helm, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          Wilmington, DE 19899-8705
          Telephone: (302) 652-4100
          Facsimile: (302) 652-4400
          E-mail: ljones@pszjlaw.com
                  chehn@pszjlaw.com

The Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

The petitions were signed by Richard P. Dutkiewiez, chief
financial officer and executive vice president.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.

Counsel to the DIP Agent and the Prepetition First Lien Secured
Agent are:

          Jeffrey G. Moran, Esq.
          Peter P. Knight, Esq.
          LATHAM & WATKINS LLP
          233 S. Wacker Drive, Suite 5800
          Chicago, IL 60606
          E-mail: jeffrey.moran@lw.com
                  peter.knight@lw.com

               - and -

          Kurt F. Gwynne, Esq.
          REED SMITH LLP
          1201 Market Street, Suite 1500
          Wilmington, DE 19801
          E-mail: kgwym1e@reedsmith.com

Counsel to the Prepetition Secured Second Lien Trustee are:

          Mark F. Hebbeln, Esq.
          Harold L. Kaplan, Esq.
          FOLEY & LARDNER LLP
          321 North Clark Street, Suite 2800
          Chicago, IL 60654-5313
          E-mail: mhebbeln@foley.com
                  hkaplan@foley.com

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are:

          Adam C. Harris, Esq.
          David M. Hillman, Esq.
          SCHULTE ROTH & ZABEL LLP
          919 Third Avenue
          New York, NY 10022
          E-mail: adam.harris@srz.com
                  david.hillman@srz.com

               - and -

          Russell C. Silberglied, Esq.
          RICHARDS LAYTON & FINGER
          920 North King Street
          Wilmington, DE 19801
          E-mail: silberglied@rlf.com

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by:

          Derek C. Abbott, Esq.
          Chad A. Fights, Esq.
          MORRIS NICHOLS ARSHT & TUNNELL LLP
          1201 North Market Street, 18th Floor
          Wilmington, DE 19801
          Telephone: 302-658-9200
          Facsimile: 302-425-4664
          E-mail: dabbott@mnat.com

               - and -

          Lee R. Bogdanoff, Esq.
          Whitman L. Holt, Esq.
          KLEE TUCHIN BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, 39th Floor
          Los Angeles, CA 90067
          Telephone: 310-407-4000
          Facsimile: 310-407-9090
          E-mail: lbogdanoff@ktbslaw.com
                  wholt@ktbslaw.com


REAL MEX: Sec. 341 Creditors' Meeting Set for Nov. 2
----------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
convene a meeting of creditors in the bankruptcy cases of Real Mex
Restaurants Inc. and its affiliated debtors pursuant to Section
341(a) of the Bankruptcy Code on Nov. 2, 2011, at 10:00 a.m., at
J. Caleb Boggs Federal Building, 844 King Street, in Wilmington,
Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED,
HADLEY & McCLOY LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at LATHAM & WATKINS LLP; and Kurt F. Gwynne, Esq.,
at REED SMITH LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at FOLEY & LARDNER LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at SCHULTE ROTH & ZABEL LLP; and Russell C. Silberglied, Esq., at
RICHARDS LAYTON & FINGER.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at MORRIS NICHOLS ARSHT & TUNNELL LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at KLEE TUCHIN BOGDANOFF & STERN
LLP.


REAL MEX: Seeks to Immediately Pay Claims for Perishable Goods
--------------------------------------------------------------
Real Mex Restaurants, Inc., and its subsidiaries and affiliates
seek permission from the Bankruptcy Court to (i) pay, in the
Debtors' sole discretion, trust fund claims under the Perishable
Agricultural Commodities Act of 1930, the Packers and Stockyard
Act of 1921, and state statutes of similar effect, and (ii)
establish uniform procedures for determining and settling all
valid PACA trust claims.

As the operators of a multi-unit restaurant chain, the Debtors
purchase a variety of consumable goods essential for the
operations of their restaurants.  In many instances, the
consumable goods that are received daily by the Debtors are used
in the preparation of the various menu items to be served later
during that same day as well as in connection with Real Mex Foods
Inc.'s manufacture, distribution and sale of food products.  The
consumable goods include among other things, beef, poultry, dairy
products, produce and general merchandise purchased from a diverse
range of vendors, including agricultural growers. The Debtors'
purchase of certain of these consumable goods likely is subject to
the requirements of PACA.

As a result, the Debtors anticipate that a significant number of
their vendors may file notices to preserve and assert claims under
PACA.  PACA generally provides protection to unpaid suppliers of
perishable agricultural commodities in the form of a statutory
trust consisting of a buyer's entire inventory of Perishable
Commodities or Livestock and all products, receivables or proceeds
related to any sale of thereof immediately on the delivery of
goods to the buyer.

PACA Trust Assets are not property of a bankruptcy debtor's
estate.  As such, payments made to trust beneficiaries fall
outside of the priority scheme established by the Bankruptcy Code,
and provided that holders of PACA Claims satisfy the applicable
statutory requirements, they are entitled to payment from the PACA
Trust ahead of the Debtors' secured and unsecured creditors.

The Debtors said payment of PACA claims at this time will not
prejudice or affect the amounts available for distribution to the
Debtors' other creditors, and instead will ensure that the flow of
Perishable Commodities, meat and poultry products, which are vital
to the Debtors' operations, continue unhindered.

As of the Petition Date, the Debtors believe that its PACA
Claimants have prepetition claims in the amount of roughly
$500,000.

Similarly, subject to certain limitations, PSA provides
protections to unpaid sellers of livestock or poultry in the form
of a statutory trust on a buyer's entire inventory of livestock or
poultry, as applicable, and all products, receivables or proceeds
related to any sale of thereof immediately on the delivery of
goods to the buyer.  Like PACA, claims based on a PSA statutory
trust must be satisfied ahead of the claims of any are secured
creditors holdings liens on a buyer's inventory or accounts
receivable.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED,
HADLEY & McCLOY LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at LATHAM & WATKINS LLP; and Kurt F. Gwynne, Esq.,
at REED SMITH LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at FOLEY & LARDNER LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at SCHULTE ROTH & ZABEL LLP; and Russell C. Silberglied, Esq., at
RICHARDS LAYTON & FINGER.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at MORRIS NICHOLS ARSHT & TUNNELL LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at KLEE TUCHIN BOGDANOFF & STERN
LLP.


REALOGY CORP: Bank Debt Trades at 20% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 80.17 cents-on-the-
dollar during the week ended Friday, Oct. 7, 2011, a drop of 1.00
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2016, and
carries Moody's B1 rating.  The loan is one of the biggest gainers
and losers among 96 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

                       About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $21 million on $1.18 billion of net revenues for the three
months ended June 30, 2011, compared with net income of $223
million on $1.25 billion of net revenues for the same period
during the prior year.

The Company also reported a net loss of $258 million on $2.01
billion of net revenues for the six months ended June 30, 2011,
compared with net income of $26 million on $2.07 billion of net
revenues for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $7.98 billion
in total assets, $9.29 billion in total liabilities, and a $1.31
billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.


S-SI RIO: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: S-SI Rio Grande, L.P.
        16910 Dallas Parkway, Suite 100
        Dallas, TX 75248

Bankruptcy Case No.: 11-36403

Chapter 11 Petition Date: October 4, 2011

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Joseph F. Postnikoff, Esq.
                  GOODRICH POSTNIKOFF & ALBERTSON, LLP
                  777 Main St., Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817) 347-5261
                  Fax: (817) 335-9411
                  E-mail: jpostnikoff@gpalaw.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 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-36403.pdf

The petition was signed by Troy Bathman, president of St. Ives
Holdings, LLC, Debtor's general partner.


SCOTT DEGRAFF: Files for Chapter 11 Protection in Denver
--------------------------------------------------------
Rick Carroll at the Aspen (Colo.) Times reports that businessman
Scott DeGraff, saddled with millions of dollars in debts, sought
Chapter 11 protection on Sept. 30, 2011, in the U.S. Bankruptcy
Court in Denver, listing both his assets and debts between
$10 million and $50 million.

Mr. Carroll says Mr. DeGraff filed the bankruptcy as an
individual, though the petition says his debts are "primarily
business"-related.  The bankruptcy sits against a backdrop of
business setbacks Mr. DeGraff endured since he tapped the local
eatery and bar market in 2008 after moving to Aspen from Las
Vegas, where he had co-founded the N9NE Group -- a restaurant and
nightclub chain.

The extent of Mr. DeGraff's debts, however, was unclear as of
Oct. 5, 2011, according to the report.

The report relates Mr. DeGraff's bankruptcy petition does not
provide any statements of his financial affairs or his source of
income, an omission not lost on the bankruptcy court, which filed
a notice of deficiency on Oct. 3, 2011.  The notice says that the
case will be dismissed if Mr. DeGraff does not meet the court's
requirements to report various aspects of his financial standing,
including a list of secured creditors.

Lee Kutner at Kutner Miller Brinen PC represents Mr. DeGraff.

The report says more than $7.5 million is listed in unsecured
claims.  The biggest is $4.2 million owed to D&R's Retirement Plan
LLC, controlled by four principals with whom DeGraff once did
business.  D&R's had lent Mr. DeGraff $3 million to open the Junk
and Liquid Sky establishments in Snowmass.  After Mr. DeGraff
failed to make good on the note, New York-based D&R's sued him.
In October 2010 a federal judge ruled in the favor of D&R's,
ordering DeGraff to pay it more than $4 million.

The report adds that other unsecured claims include $118,020 to
Porsche Leasing in Cincinnati and more than $100,000 to various
credit card companies.  Several law firms are listed as holders of
unsecured claims, including the Aspen practice Allen, Wertz &
Feldman LLP, which Mr. DeGraff owes $30,000.

The report says Kutner Miller Brinen PC has received $36,431 to
handle the case.

Mr. Carroll says a meeting of creditors is scheduled for Nov. 7 in
Denver's bankruptcy court.


SEAGOVILLE VENTURE: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Seagoville Venture No. Two, L.P.
        16910 Dallas Parkway, Suite 100
        Dallas, TX 75248

Bankruptcy Case No.: 11-36399

Chapter 11 Petition Date: October 4, 2011

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

Judge: Barbara J. Houser

Debtor's Counsel: Joseph F. Postnikoff, Esq.
                  GOODRICH POSTNIKOFF & ALBERTSON, LLP
                  777 Main St., Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817) 347-5261
                  Fax: (817) 335-9411
                  E-mail: jpostnikoff@gpalaw.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 nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-36399.pdf

The petition was signed by Troy Bathman, president of St. Ives
Holdings, LLC, Debtor's general partner.


SEAHAWK DRILLING: Consummates Full-Payment Chapter 11
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Seahawk Drilling Inc. sold its 20 shallow-water
jackup rigs for $155 million and implemented a liquidating Chapter
11 plan on Oct. 4 that the bankruptcy judge in Corpus Christi,
Texas approved in a Sept. 28 confirmation order.  The plan was
designed to pay creditors in full.  Hercules Offshore Inc. bought
the business in April for $25 million cash plus 22.3 million of
its shares.  Based on the closing price for the stock at the time,
the total came to $155 million.

A copy of the final Chapter 11 plan, as confirmed, is available
for free at:

                       http://is.gd/ej4rHv

A copy of the order confirming the Plan is available for free at:

                       http://is.gd/4helXo

                      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.


SIGNATURE STYLES: Working with Committee on Wind Down, Plan Draft
-----------------------------------------------------------------
Signature Styles, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend their exclusive periods to file
and solicit acceptances for the proposed chapter 11 plan until
Jan. 4, 2012, March 5, 2012, respectively.

The Debtors explain that they need more time to work with the
Official Committee of Unsecured Creditors to wind down their
bankruptcy estates and formulate and confirm a chapter 11
liquidating plan.

The Debtors relate that on Sept. 9, 2011, the Court authorized the
sale of substantially all assets to Artemis, LLC.  The sale closed
on Sept. 12, 2011.  The Debtors add that Anthony M. Saccullo
Business Consulting, LLC was appointed as their wind down officer.

The Debtors set an Oct. 11 hearing on their requested exclusivity
extensions.  Objections, if any, are due Oct. 11, at 4:00 p.m.,
Eastern Time.

                     About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business
for $21.7 million at a foreclosure sale in June 2009.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.

Signature Styles completed the bankruptcy sale of the Spiegel
catalogue business to the secured lender on Sept. 12, 2011.  The
business was purchased by a fund associated with Patriarch
Partners LLC, the owner and lender through affiliated funds. The
contract with Patriarch was negotiated before the Chapter 11
filing. The Patriarch fund paid $2 million cash and assumed
specified liabilities, including $30 million outstanding on a term
loan and revolving credit.

No trustee or examiner has been appointed in the Chapter 11 cases.
On June 17, 2011, the U.S. Trustee appointed an official committee
of unsecured creditors in the Debtors' cases.


SIGNATURE STYLES: Taps Delaware Claims Agency as Noticing Agent
---------------------------------------------------------------
Signature Styles LLC and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Delaware Claims Agency LLC as claims, noticing and
balloting agent.

Delaware Claims will, among others, prepare and serve those
notices required in the Debtors' Chapter 11 cases and maintain the
official claims register.

Joseph L. King, a member of Delaware Claims, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                      About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

A fund affiliated with Patriarch Partners LLC has an agreement to
buy the business in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer also will honor some customer obligations.  The
stalking-horse purchase agreement requires approval of bidding
procedures by July 7 and approval of a sale by Aug. 4.

Roberta A. Deangelis, United States Trustee for Region 3, under 11
U.S.C. SEC 1102(a) and (b), appointed the following amended
unsecured creditors who are willing to serve on the Official
Committee of Unsecured Creditors of Signature Styles LLC.


SLAVERY MUSEUM: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Chelyen Davis at fredericksburg.com reports that the U.S. Slavery
Museum filed its schedules of assets and liabilities and statement
of financial affairs, disclosing that:

     -- it owes unsecured creditors $3.2 million.  The largest
        is a $1.6 million debt to Lexington Design and Fabrication
        in Arleta, Calif., for architectural design.  The original
        contract was for $3.2 million; the museum paid about
        $682,000;

     -- it owes back taxes to the city of Fredericksburg,
        Virginia, estimated at $300,000, and debts to Pei
        Partnership Architects of $3.68 million.

     -- the land the museum was to be built on is due to be sold
        at auction.  The museum's only real property is the land,
        valued at $7.6 million;

     -- there's a $3.9 million "secured claim" on the property.

     -- there's no cash, financial accounts, vehicles, stocks nor
        other interests.

The United States National Slavery Museum in Richmond, Virginia,
filed for Chapter 11 protection (Bankr. E.D. Va. Case No.
11-36013) on Sept. 21, 2011.  Judge Douglas O. Tice, Jr., presides
over the case.  Sandra Renee Robinson, Esq., at Robinson Law &
Consulting Firm, P.C., represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


SOLYNDRA LLC: House Republicans Seek DOE Loan Documents
-------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that House Republicans on
Friday again requested details about all loan guarantees made
under a U.S. Department of Energy program that backed a $535
million loan to Solyndra Inc., the solar energy company whose
unfolding bankruptcy has sparked criminal and congressional
investigations.

                        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.


SOUTH EDGE: Investors Settle $26MM Development Funds Dispute
------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that South Edge LLC
moved closer to its Chapter 11 exit as project investors involved
in a $26 million dispute over development funds reached a
settlement Wednesday.

Law360 relates that U.S. Bankruptcy Judge Bruce A. Markell agreed
to hear the motion for the order approving the settlement Oct. 17,
the same day as the confirmation hearing of a reorganization plan
filed Sept. 8.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SOUTH EDGE: Owner Settles Dispute With Focus Property Affiliate
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the company that
owns the Las Vegas-area Inspirada real-estate project has struck a
settlement with a Focus Property Group affiliate that will pay
Focus about $40 million in exchange for supporting Inspirada's
bankruptcy-exit plan.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


ST. VINCENT'S: Sells Former Main Campus to Rudin for $260 Million
-----------------------------------------------------------------
Timothy Weber at CoStar Group reports that, through Chapter 11
bankruptcy, the former main campus of St. Vincent's Hospital at
7-15 Seventh Ave. in New York was sold to Rudin Management
Company, Inc. for $260 million.

The 590,660-square-foot health care facility was constructed in
1930 and renovated in 2003 in the Hudson Square submarket of
Manhattan.  It is located on 2.25 acres in the Hudson Square
submarket of Manhattan.

According to the report, the buyer intends to redevelop the site
with a new health care center, residential complex and a school.
The Rudin Family has donated the hospital's O'Toole building to
North Shore-Long Island Jewish Health Care System, which is
expected to operate the neighborhood medical complex when it opens
sometime in 2014.

CoStar data says CB Richard Ellis represented Saint Vincent's
Catholic Medical Centers of New York.  Eyal Ofer's Global Holdings
assisted the buyer in the sale.

                       About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SUMMERFIELD DEVELOPMENT : Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Summerfield Development, LLC
        640 Broadmor Boulevard, Suite 100
        Murfreesboro, TN 37219

Bankruptcy Case No.: 11-09966

Chapter 11 Petition Date: October 4, 2011

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: George C Paine II

Debtor's Counsel: Craig Vernon Gabbert, Jr., Esq.
                  HARWELL HOWARD HYNE GABBERT MANNER
                  315 Deaderick St., Ste 1800
                  Nashville TN 37238
                  Tel: (615) 256-0500
                  Fax: (615) 251-1058
                  E-mail: cvg@h3gm.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 John Harney, chief manager.


TC GLOBAL: Expects to Report $1.1-Mil. Net Loss in Fiscal 2012
--------------------------------------------------------------
During the annual meeting of shareholders convened on Sept. 27,
2011, TC Global, Inc., announced that it expects to complete the
fiscal year ending April 1, 2012, with total sales roughly
equivalent to total sales achieved during the prior fiscal year,
but to realize an 8% decrease in labor costs and a 30% decrease in
other expenses.  As a result, the Company expects to report a net
loss of approximately $1.1 million for Fiscal Year 2012, which
represents a 78% improvement in net loss, compared with the prior
fiscal year.  The Company also announced that it expects to
experience comparable store sales for Fiscal Year 2012 in the four
to five percent range, which is comparable to what it achieved in
the quarterly periods ended July 3, 2011, and April 3, 2011.

These projections reflect management's current views with respect
to the Company's results of operations and performance in future
periods, and involve known and unknown risks, uncertainties and
other factors that could cause events, including the Company's
actual results, to differ materially from those expressed in the
Company's forward-looking statements.  These factors, including
the Company's ability to successfully execute on its Fiscal Year
2012 operating plan, the performance of existing and new stores,
and the success of the Company's domestic and international
franchisees, among others, could cause the Company's financial
performance to differ materially from the Company's goals and
expectations.

At the Annual Meeting of Shareholders convened on Sept. 27, 2011,
the Company announced that an insufficient number of votes had
been cast to establish a quorum of shares present in person or by
proxy at the meeting.  As a result, the meeting was adjourned to
allow additional time for shareholders to submit proxies to vote
on the election of directors.  The meeting will be reconvened at
the Company's headquarters, located at 3100 Airport Way South,
Seattle, Washington, at 8:00 a.m. on Nov. 15, 2011.

                          About TC Global

TC Global, Inc., dba Tully's Coffee, is a specialty coffee
retailer and wholesaler.  Through company owned, licensed and
franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at nearly 600 branded retail locations
globally, including more than 200 in the United States.  TC Global
also has the rights to distribute Tully's coffee through all
wholesale channels internationally, outside of North America, the
Caribbean and Japan. TC Global's corporate headquarters is located
at 3100 Airport Way S, in Seattle, Washington.  See
http://www.TullysCoffeeShops.com

The Company reported a net loss attributable to TC Global, Inc.,
of $5.21 million on $38.26 million of net sales for the year ended
April 3, 2011, compared with a net loss attributable to TC Global,
Inc., of $5.19 million on $39.57 million of net sales for the year
ended March 28, 2010.

The Company's balance sheet at July 3, 2011, showed $8.27 million
in total assets, $16.48 million in total liabilities and a $8.21
million total stockholders' deficit.

Moss Adams LLP, in Seattle, Washington, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses and has limited working capital to fund
operations.


TELETOUCH COMMUNICATIONS: Amends Form S-1 Registration Statement
----------------------------------------------------------------
Teletouch Communications, Inc., previously filed a Registration
Statement on Form S-1 with the U.S. Securities and Exchange
Commission on June 17, 2011, which was subsequently amended on
July 7, 2011, and declared effective on July 11, 2011.

The Company filed a Post-Effective Amendment No. 1 to the Existing
Registration Statement to, among other things: (i) include its
updated audited financial statements for the fiscal year ended
May 31, 2011, and (ii) update the prospectus sections, among
others, titled "Prospectus Summary", "Management's Discussion and
Analysis of Financial Conditions and Results of Operations,"
contained in the prospectus.

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

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company reported a net loss of $2.50 million on $40.42 million
of total operating revenues for the year ended May 31, 2011,
compared with net income of $1.60 million on $51.96 million of
total operating revenues during the prior year.

The Company's balance sheet at May 31, 2011, showed $16.41 million
in total assets, $27.17 million in total liabilities and a $10.76
million total shareholders' deficit.

As reported by the TCR on Sept. 1, 2011, BDO USA, LLP, in Houston,
Texas, noted that the Company has increasing working capital
deficits, significant current debt service obligations, a net
capital deficiency along with current and predicted net operating
losses and negative cash flows which raise substantial doubt about
its ability to continue as a going concern.


TEN X CAPITAL: Court Dismisses Chapter 11 Reorganization Case
-------------------------------------------------------------
The Hon. John H. Squires of the U.S. Bankruptcy Court for the
Northern District of Illinois dismissed the Chapter 11 case of
Ten X Capital Partners III LLC (Series B) because the Debtor had
sold substantially all of its assets to Pi Data Holdings LLC.

The Debtor told the Court that the closing of the sale took place
on Sept. 22, 2011.

Ten X Capital Partners III, LLC (Series B) operates an industrial
real property located at 601 W. Polk Street, Chicago, Illinois, as
a telecom hotel and storage facility.  Ten X Capital Partners III,
LLC (Series B) filed a voluntary Chapter 11 petition (Bankr. N.D.
Ill. Case No. 11-27294) on June 30, 2011.  Judge John H. Squires
presides over the case.  The Debtor is represented by Chester H.
Foster, Jr., Esq., at Foster & Smith.  The petition was signed by
John W. Branch, manager of RM Advisors, LLC.  The Debtor listed
$10,557,411 in assets and $6,996,386 in liabilities.


TENGION INC: Gets Nasdaq Minimum Bid Price Non-Compliance Notice
----------------------------------------------------------------
Tengion, Inc. received notice from the Listing Qualifications
Department of the Nasdaq Stock Market indicating that, for the
last 30 consecutive business days, the bid price for the Company's
common stock had closed below the minimum $1.00 per share required
for continued inclusion on The Nasdaq Global Market under Nasdaq
Listing Rule 5450(a)(1).  The notification letter has no effect at
this time on the listing of the Company's common stock on The
Nasdaq Global Market.  Tengion's common stock will continue to
trade on The Nasdaq Global Market under the symbol "TNGN".

The notification letter states that the Company will be afforded
180 calendar days, or until April 2, 2012, to regain compliance
with the minimum bid price requirement.  In order to regain
compliance, shares of the Company's common stock must maintain a
minimum bid closing price of at least $1.00 per share for a
minimum of ten consecutive business days.

In accordance with Nasdaq's procedures, if the Company does not
regain compliance by April 2, 2012, Nasdaq will provide written
notification to the Company that the Company's common stock will
be delisted.  At that time, the Company may appeal Nasdaq's
delisting determination to a Nasdaq Listing Qualifications Panel.
Alternatively, the Company may be eligible for an additional grace
period if it satisfies all of the requirements, other than the
minimum bid price requirement, for initial listing on The Nasdaq
Capital Market set forth in Nasdaq Listing Rule 5505.  To avail
itself of this alternative, the Company would need to submit an
application to transfer its securities to The Nasdaq Capital
Market.

The Company intends to consider all available options to resolve
the deficiency and regain compliance with the Nasdaq minimum bid
price requirements. In addition, the Company intends to explore
other options for the listing of its common stock.

                          About Tengion

Tengion, a clinical-stage biotechnology company, has pioneered the
Organ Regeneration Platform(TM) that enables the Company to create
proprietary product candidates that are intended to harness the
intrinsic regenerative pathways of the body to produce a range of
native-like organs and tissues.  Tengion's product candidates seek
to eliminate the need to utilize other tissues of the body for a
purpose to which they are poorly suited, procure donor organs or
administer anti-rejection medications.


TENSAR LEASE: Moody's Rates Proposed Term Loan B at '(P)B1'
-----------------------------------------------------------
Moody's Investors Service has assigned a (P)B1 to the proposed
$190 million senior secured term loan B and a (P)Caa1 to the
proposed $110 million senior secured term loan C of Tensar Lease
Funding Corp., a special purpose finance vehicle consolidated by
Tensar Corporation (collectively "Tensar"). Concurrently, Moody's
has placed the Caa2 corporate family rating (CFR) on review for
possible upgrade. Proceeds from the proposed refinancing are
expected to be used to retire all existing bank debt and a portion
of the existing Holding company PIK notes. Upon completion of the
refinancing, Moody's is likely to upgrade the CFR to B3.

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

(P)B1 (LGD2, 25%) to the $190 million senior secured term loan B
due 2016; and

(P)Caa1 (LGD4, 68%) to the $110 million senior secured term loan C
due 2017.

These ratings were placed on review for possible upgrade:

Corporate Family Rating at Caa2; and

Probability of Default Rating (PDR) at Caa2.

The ratings on the existing bank credit facilities will be
withdrawn upon completion of the refinancing. Upon completion of
the refinancing transaction, Moody's will move the CFR and PDR to
Tensar Lease Funding Corp. from TCO Funding Corp.

RATINGS RATIONALE

The review will focus on Tensar's ability to execute a refinancing
of its capital structure in light of a $40 million term loan
payment amortization due in the first quarter of 2012 and revolver
maturity in April 2012. Following the refinancing, a B3 CFR would
reflect Tensar's new capital structure which incorporates lower
all-in borrowing costs, despite an increased cash interest burden,
an extended maturity profile and improved covenant cushion.
Further, the B3 rating would reflect Tensar's high leverage, small
scale, limited product diversification, and exposure to volatile
infrastructure end-markets, mainly in the US and Europe. These
factors are mitigated by Tensar's history of high margins,
positive cash generation and ability to pass along commodity cost
increases to its customers. Further, the rating reflects Moody's
expectation that Tensar will generate synergies from recent
acquisitions and will continue to shift its sales mix to higher
margin Triaxial geogrids from Biaxial geogrids, given the pending
expiration of US patents on the Biaxial geogrid.

The (P)B1 rating on the proposed $190 million senior secured term
loan B due 2016 reflects its second lien priority interest on the
assets that secure the proposed $25 million ABL revolver due 2015
(primarily cash, AR and inventory) and a first lien priority
interest on all other assets of Tensar and guarantors. The (P)Caa1
rating on the proposed $110 million senior secured term loan C due
2017 reflects its second lien priority interest on the tangible
and intangible assets securing the term loan B and a third lien
priority interest on collateral securing the ABL revolver. The
bank credit facilities are senior in the capital structure
relative to the Holdco PIK Notes and preferred stock.

The CFR will likely be upgraded to B3 upon completion of the
proposed refinancing assuming final terms are consistent with
proposed terms and there is no deterioration in business
fundamentals. Failure to execute the proposed refinancing in a
timely manner could have negative implications given the $40
million term loan payment due in early 2012 and the maturity of
its existing revolver in April 2012.

The last rating action on Tensar was the January 25, 2011 upgrade
of the CFR to Caa2 from Caa3 following the company's balance sheet
restructuring completed in December 2010.

The principal methodology used in rating Tensar Corporation 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 US, Canada
and EMEA published in June 2009.

Tensar Corporation is a US-based multinational holding company
whose subsidiaries develop and manufacture an integrated suite of
products and services that provide soil stabilization, earth
retention, foundation support and erosion and sediment control for
infrastructure end-markets including transportation, commercial
construction and industrial construction. Revenues for the twelve
months ending June 30, 2011 were approximately $217 million. Pro
forma for the acquisition of the US geogrid distribution business
of Contech Construction Products, Inc., revenues for the twelve
months ending June 30, 2011 were approximately $228 million.


TESORO CORP: Fitch Withdraws 'BB' Rating on Sr. Unsec. Notes
------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
ratings for Tesoro Corporation (TSO) as follows:

  -- Issuer Default Rating (IDR) at 'BB';
  -- Senior Unsecured Notes at 'BB';
  -- Secured Bank Facility at 'BB+'.

The Rating Outlook is Positive.

All of the debt ratings for this issuer are withdrawn.  Fitch will
no longer provide rating coverage of Tesoro.

Fitch has withdrawn the aforementioned rating for business
reasons.  The rating is no longer relevant to the agency's
coverage.


TEXAS RANGERS: Stern v. Marshall Interpreted Narrowly
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Michael Lynn in Fort Worth,
Texas, narrowly reads Stern v. Marshall in the aftermath of the
reorganization and sale of the Texas Rangers baseball club. The
owner of the aircraft that ferried the team's players filed a
lawsuit in bankruptcy court.  Later, the team's new owner
intervened in the suit and made a claim against the aircraft
owner.  After the aircraft owner filed a counterclaim against the
team's new owner, the aircraft owner sought to have the suit
removed from bankruptcy court on authority of the U.S. Supreme
Court's decision this year in Stern v. Marshall.

Mr. Rochelle relates that Judge Lynn pointed out that Stern
involved a situation where a bankrupt made a counterclaim under
state law against a creditor.  In his case, Judge Lynn said it was
the creditor who first invoked the jurisdiction of the bankruptcy
court and filed the counterclaim alleged to be outside the
bankruptcy court's constitutional power.

According to the report, Judge Lynn admitted that although some
statements in Stern could be taken to mean that "the bankruptcy
court may not exercise jurisdiction over any state law based
claim, those statements are necessarily taken out of context and
must be considered at most as dicta."

Mr. Rochelle relates that dicta is a statement not necessary for
the decision at hand.  Although dicta can be persuasive, it is not
binding on a lower court.

In his 15-page opinion, Judge Lynn, according to the report,
recommended to a U.S. district judge that the suit remain in
bankruptcy court.  He concluded that the counterclaim appeared to
be in the bankruptcy court's so-called core jurisdiction because
it likely involved actions taken after bankruptcy in connection
with the team's sale.  Judge Lynn also said there isn't likely to
be a right to a jury trial.

The lawsuit is Paradigm Air Carriers Inc. v. Texas Rangers
Baseball Partners (In re Texas Rangers Baseball Partners),
11-04017, U.S. Bankruptcy Court, Northern District Texas (Fort
Worth).

                     About Texas Rangers Baseball

Texas Rangers Baseball Partners owned and operated the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

Texas Rangers Baseball Partners filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 10-43400) on May 24, 2010.  The
partnership filed simultaneously with the bankruptcy petition a
Chapter 11 plan that contemplated the sale of the club to an
entity formed by a group that includes the current President of
the Texas Rangers, Nolan Ryan, and Chuck Greenberg, a sports
lawyer and minor league club owner.  In its petition, Texas
Rangers Baseball Partners said it had both assets and debt of less
than $500 million.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, serves as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP is the
conflicts counsel.  Parella Weinberg Partners LP serves as
financial advisor.  Major League Baseball is represented by:

          Sandy Esserman, Esq.
          STUTZMAN, BROMBERG, ESSERMAN & PLIFKA PC
          2323 Bryan Street, Suite 2200
          Dallas, TX 75201-2689
          Tel: 214-969-4900
          Fax: 214-969-4999

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).  The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28, 2010 against the two companies.  The two
companies were not included in the May 24 Chapter 11 filing of
TRBP.

U.S. Bankruptcy Judge Stacey G. C. Jernigan on Aug. 5, 2010
confirmed the Debtor's fourth amended version of the Prepackaged
Plan of Reorganization.  The judge's confirmation order cleared
the way for a group of Hall of Fame pitcher Nolan Ryan, and
Pittsburgh sports attorney and minor-league team owner Charles
Greenberg to purchase the Texas Rangers.  The Ryan group paid
$385 million in cash and assumed $208 million in liabilities.  The
Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction.


THIRD STREET: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Third Street, LLC
        7701 Brink Road
        Gaithersburg, MD 20882

Bankruptcy Case No.: 11-29817

Chapter 11 Petition Date: October 4, 2011

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  THE LAW OFFICES OF RICHARD B. ROSENBLATT
                  30 Courthouse Square, Suite 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  E-mail: rrosenblatt@rosenblattlaw.com

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

Estimated Debts: $500,001 to $1,000,000

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Joseph Prochaska          Loan                   $40,000
18100 Bilney Drive
Olney, MD 20832

The petition was signed by Gabriella Moss, managing member.


TRAILER BRIDGE: Deutsche Bank Appointed Notes Indenture Trustee
---------------------------------------------------------------
Trailer Bridge, Inc., on Oct. 7, 2011, entered into an Instrument
of Resignation, Appointment and Acceptance by and among the
Company, Wells Fargo, National Association, Deutsche Bank Trust
Company Americas and Corporation Service Company.  The Agreement
provides that Deutsche Bank Trust Company Americas is appointed as
the indenture trustee for the Company's $82,500,000 9.25% Senior
Secured Notes which become due in November 2011.  Deutsche Bank
Trust Company Americas replaces Wells Fargo, National Association
who resigned as indenture trustee.

The Agreement is available for free at http://is.gd/Jcb2aV

On Oct. 6, 2011, the Company received a letter from The Nasdaq
Stock Market stating that, based upon the closing bid price of the
Company's common stock for the last 30 consecutive business days,
the Company no longer meets the requirement that listed securities
maintain a minimum bid price of $1.00 per share in accordance with
Nasdaq Marketplace Rule 5450(a)(1).  This notification has no
immediate effect on the listing of the Company's common stock.

The notification letter states that the Nasdaq listing rules
provide the Company a compliance period of 180 calendar days, or
until April 3, 2012, in which to regain compliance.  If at any
time during this 180 day period the closing bid price of the
Company's common stock is at least $1.00 per share for a minimum
of ten consecutive business days, the Company will have regained
compliance.

The notification letter also states that, in the event the Company
does not regain compliance, the Company may be eligible for
additional time.  To qualify, the Company will be required to meet
the continued listing requirement for market value of publicly
held shares and all other Nasdaq initial listing standards, with
the exception of the minimum bid price requirement, and will need
to provide written notice of its intention to cure the deficiency
during the second compliance period.  If the Company meets these
requirements, Nasdaq will inform the Company whether it has been
granted additional time.  However, if it appears to Nasdaq staff
that the Company will not be able to cure the deficiency, or if
the Company is otherwise not eligible, Nasdaq will provide the
Company with notice that its securities will be subject to
delisting.

As previously disclosed by the Company, on Aug. 18, 2011, the
Company received a letter from Nasdaq stating that the Company's
market value of publicly held shares was below the minimum
$15,000,000 requirement for continued inclusion on The Nasdaq
Global Market under Listing Rule 5450(b)(3)(C).  The Company has
until Feb. 14, 2012, to regain compliance with Listing Rule
5450(b)(3)(C).

The Company will continue to monitor the market value and closing
bid prices of its common stock and consider various options
available to it if its common stock does not trade at a level that
is likely to regain compliance.

                        About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc., is an integrated
trucking and marine freight carrier that provides freight
transportation between the continental U.S., Puerto Rico and the
Dominican Republic.

BDO USA, LLP, in Miami, Fla., expressed substantial doubt about
Trailer Bridge's ability to continue as a going concern.  The
independent auditors noted that the Company has a significant
working capital deficit resulting from the current maturities of
long term debt.

The Company reported a net loss of $2.3 million on $118.2 million
of revenues for 2010, compared with net income of $2.6 million  on
$114.3 million of revenues for 2009.

The Company's balance sheet at June 30, 2011, showed
$105.62 million in total assets, $119.54 million in total
liabilities, and a $13.92 million total stockholders' deficit.

                        Bankruptcy Warning

If the Company's cash flow and capital resources are insufficient
to fund its debt service obligations, including refinancing the
Notes due Nov. 15, 2011, the Company could face substantial
liquidity problems and might be forced to reduce or delay capital
expenditures, dispose of material assets or operations, seek to
obtain additional equity capital, restructure or refinance its
indebtedness.  In the event that the Company is required to
dispose of material assets or operations to meet its debt service
obligations, the Company said it cannot be sure as to the timing
of those dispositions or the proceeds that it would realize from
those dispositions.  Further, the Company said it cannot provide
assurance that it will be able to restructure or refinance any of
its indebtedness or obtain additional financing, given the
uncertainty of prevailing market conditions from time to time.
Such alternative measures may not be successful and may not permit
the Company to meet its scheduled debt service obligations. In
such an event, the Company may be forced to file for protection
under federal bankruptcy laws.

If the Company is able to restructure or refinance its
indebtedness or obtain additional financing, the Company
anticipates that the economic terms on which such indebtedness is
restructured, refinanced or obtained will not be as favorable to
the Company as its current indebtedness and may include an equity
component that could include a change of control.

                           *     *     *

As reported by the TCR on May 25, 2011, Moody's Investors Service
downgraded Trailer Bridge, Inc.'s Corporate Family and Probability
of Default ratings two notches to Caa2 from B3.  The ratings
downgrade was prompted by Trailer Bridge's upcoming maturities
comprising the majority of the company's debt structure over the
next twelve months combined with insufficient liquidity sources to
satisfy these obligations absent a refinancing.

In the June 15, 2011, edition of the TCR, Standard & Poor's
Ratings Services lowered its long-term corporate credit rating on
Jacksonville, Fla.-based Trailer Bridge Inc. to 'CCC' from 'B-'.
"At the same time, we lowered our rating on the company's senior
secured debt to 'CCC' (the same as the new corporate credit
rating), from 'B-' and revised the recovery rating to '4' from
'3', indicating our expectations of an average (30%-50%) recovery
in the event of a payment default.  The outlook is developing,"
S&P said.

S&P related, "Our ratings on Trailer Bridge reflect its weak
liquidity, highly leveraged financial profile, concentrated end-
market demand, and participation in the capital-intensive and
competitive shipping industry. Positive credit factors include the
less-cyclical nature of demand for consumer staples that Trailer
Bridge mostly carries and barriers to entry due to the Jones Act
(which regulates intra-U.S. shipping).  We categorize Trailer
Bridge's business risk profile as vulnerable, its financial risk
profile as highly leveraged, and liquidity as weak."


TRAVELPORT HOLDINGS: Inks 4th Amended Credit Agreement with UBS
---------------------------------------------------------------
In connection with the previously announced successful completion
of a restructuring with respect to Travelport Limited's direct
parent holding company, Travelport Holdings Limited senior
unsecured payment-in-kind term loans due March 27, 2012, on
Sept. 30, 2011, Travelport amended its existing credit facility
pursuant to the Fourth Amended and Restated Credit Agreement among
Travelport LLC, as borrower, Travelport Limited, as parent
guarantor, Waltonville Limited, as intermediate parent guarantor,
UBS AG, Stamford Branch, as administrative agent and L/C issuer,
UBS Loan Finance LLC, as swing line lender, and the other agents
and other lenders.  The Fourth Amended and Restated Credit
Agreement, among other things:

   (i) allows for a new a second lien secured on a second priority
       basis;

  (ii) adds a minimum liquidity covenant to be effective under
       certain conditions;

(iii) increases the Company's restricted payment capacity;

  (iv) limits the general basket for investments to $20 million;

   (v) provides for the Company's payment of a consent fee to
       various lenders;

  (vi) requires the Company to purchase and retire up to $20
       million of its senior notes under certain conditions for
       each of the next 2 years unless those purchases would be
       reasonably likely to result in a violation of the Company's
       liquidity covenants during the following 12 month period;

(vii) amends the Company's total leverage ratio test, which will
       initially be set at 8.0X until June 30, 2013, and adds a
       first lien leverage ratio test, which will initially be set
       at 4.0X until June 30, 2013;

(viii) adds certain additional collateral; and

  (ix) effectuates various technical, conforming, and other
       changes in connection with the Restructuring.

                   Second Lien Credit Agreement

In connection with the Restructuring, on Sept. 30, 2011, the
Company entered into a second lien credit agreement, dated as of
Sept. 30, 2011, among Travelport LLC, as borrower, Travelport
Limited, as parent guarantor, Waltonville Limited, as intermediate
parent guarantor, Wells Fargo Bank, National Association, as
administrative agent and as collateral agent, and each lender from
time to time party thereto.  The Second Lien Credit Agreement,
among other things:

   (i) extends a new term loan in an aggregate principal amount of
       $342.5 million;

  (ii) has a maturity date of Dec. 1, 2016;

(iii) carries an interest rate equal to LIBOR plus 6%, payable in
       cash or payment-in-kind interest on a cumulative quarterly
       basis;

  (iv) is guaranteed, on a secured second priority basis, by the
       same entities that guarantee the obligations under the
       Fourth Amended and Restated Credit Agreement;

   (v) has substantially the same covenants and events of default
       as under the Fourth Amended and Restated Credit Agreement;
       and

  (vi) may, under certain conditions, be converted into newly
       issued private-for-life bonds to be governed by an
       indenture that contains substantially the same covenants,
       events of default and remedies as the Second Lien Credit
       Agreement.

Certain of the lenders party to the Fourth Amended and Restated
Credit Agreement and Second Lien Credit Agreement, and their
respective affiliates, have performed, and may in the future
perform, various commercial banking, investment banking and other
financial advisory services for Travelport and its subsidiaries
for which they have received, and will receive, customary fees and
expenses.

                      Shareholders' Agreement

In connection with the Restructuring, on Oct. 3, 2011, the Company
and its direct and indirect parent companies, entered into a
shareholders' agreement with the PIK term loan lenders.  Pursuant
to the Shareholders' Agreement, as partial consideration for the
Restructuring, the New Shareholders will receive, among other
things, their pro rata share of 40% of the fully diluted issued
and outstanding equity of Travelport Worldwide Limited, the direct
parent of Holdings, and, subject to certain conditions, additional
equity securities bringing the total equity held by the New
Shareholders to 44% of Worldwide.

The Shareholders' Agreement, among other things: (i) allows the
New Shareholders to appoint two directors to the Company's board
of directors as well as the board of directors of Holdings and
Worldwide subject to certain conditions; (ii) restricts the
Company's ability to enter into certain affiliate transactions,
authorize or issue new equity securities and amend the Company's
organizational documents without the consent of the New
Shareholders; and (iii) allows holders of 2% or more of the
outstanding equity of Worldwide to obtain additional information
about the Company and certain of its parent companies.

On Oct. 5, 2011, the Compensation Committee of the Company's Board
of Directors approved a supplemental bonus program for certain
members of the Company's management, including the Company's Named
Executive Officers: Jeff Clarke ($401,901); Gordon A. Wilson
($376,923); Eric J. Bock ($139,051); Philip Emery ($125,000); and
Lee Golding ($82,211), payable in respect of the fourth quarter of
2011 upon the satisfaction of certain conditions by the Company.

In addition, on Oct. 4, 2011, the Company's Board of Directors
approved a bonus of $350,000 to be paid to Eric J. Bock, Executive
Vice President, Chief Legal Officer and Chief Administrative
Officer of the Company, in recognition of his contribution to the
Restructuring, as well as a bonus of $125,000 to be paid to Mr.
Bock in each quarter of 2012, subject to certain conditions.

Effective Oct. 3, 2011, the Company's Board approved certain
amendments to the Company's bye-laws in order to provide for the
adoption of the Shareholders' Agreement in connection with the
Restructuring.

                    About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

Travelport Limited's balance sheet at June 30, 2011, showed
$3.680 billion in assets, $4.136 billion in total liabilities, and
a stockholders' deficit of $456 million.


TRAVELPORT INC: Bank Debt Trades at 17% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Travelport, Inc.,
is a borrower traded in the secondary market at 82.90 cents-on-
the-dollar during the week ended Friday, Oct. 7, 2011, a drop of
5.27 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 23, 2015.  The
loan is one of the biggest gainers and losers among 96 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                    About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

Travelport Limited's balance sheet at June 30, 2011, showed
$3.680 billion in assets, $4.136 billion in total liabilities, and
a stockholders' deficit of $456 million.


TRIBUNE CO: Bank Debt Trades at 48% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 52.18 cents-on-the-
dollar during the week ended Friday, Oct. 7, 2011, a drop of 3.48
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the loan.  The loan is one of
the biggest gainers and losers among 96 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        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.

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)


TXU CORP: Bank Debt Trades at 35% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 65.02 cents-on-the-dollar during the week
ended Friday, Oct. 7, 2011, a drop of 3.85 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 450
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2017, and carries Moody's B2 rating and
Standard & Poor's B+ rating.  The loan is one of the biggest
gainers and losers among 96 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       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 consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TXU CORP: Bank Debt Trades at 30% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 69.73 cents-on-the-dollar during the week
ended Friday, Oct. 7, 2011, a drop of 2.84 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2014.  The loan is one of the biggest
gainers and losers among 96 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       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 consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNIGENE LABORATORIES: Inks Joint Development Pact with Nordic
-------------------------------------------------------------
Unigene Laboratories, Inc., and Nordic Bioscience decide to
establish a Joint Development Vehicle to progress up to three of
Unigene's internally developed, proprietary calcitonin analogs
through Phase 2 proof-of-concept in humans for the treatment of
Type 2 diabetes, osteoarthritis and osteoporosis.  Unigene and
Nordic will each own 50% of the resulting JDV.

Morten Karsdal, chief executive officer of Nordic Bioscience,
said, "This exciting collaboration with Unigene is the ideal
combination of Nordic's and Unigene's strengths and core
competencies.  Unigene is the leading company in the world for the
oral formulation of peptides and Nordic within biochemical markers
and clinical development.  Both parties have extensive knowledge
of calcitonin and entering into this Joint Development Vehicle is
a rare opportunity that creates the perfect match."

In exchange for 50% ownership interest in the JDV, Unigene will
license, on an exclusive royalty free basis, up to three
proprietary calcitonin analogs for development by the JDV for use
in the treatment of Type 2 diabetes, osteoarthritis and
osteoporosis.  In addition to the license grant, Unigene will
supply the analogs selected for development by the JDV for
preclinical studies and, thereafter, manufacture sufficient
quantities of the selected lead analog for clinical trials.  In
exchange for a 50% ownership of the JDV, Nordic is responsible for
conducting and fully funding all preclinical, toxicology and
clinical development through Phase 2 proof-of-concept for the Type
2 diabetes indication.

Ashleigh Palmer, President and CEO of Unigene, commented, "Our
collaboration with Nordic, a preeminent drug development company
with industry leading expertise in metabolic biomarkers,
represents an extremely important transaction for Unigene and is
clearly a strong endorsement of our peptide design, oral delivery
and recombinant manufacturing and development capabilities."
Palmer continued, "Historically, our efforts have been focused on
repurposing established peptide therapeutics, such as calcitonin
and PTH.  We have now received validation of our novel,
proprietary compounds, having survived Nordic's rigorous biomarker
screening.  This collaboration transforms Unigene from a leading
drug delivery partner to a legitimate biopharmaceutical
development company.  Together with Nordic, we are committed to
aggressively advancing our programs focused upon multiple
blockbuster markets such as Type 2 diabetes, osteoporosis and
osteoarthritis through Phase 2 proof-of-concept in humans."

Nozer Mehta, Unigene's Vice President of R&D, stated, "Nordic has
published extensively on the development of calcitonin and other
peptides for various metabolic diseases, including diabetes,
osteoporosis and osteoarthritis.  We are extremely confident to be
able to move forward with the development of our novel,
proprietary analogs having received Nordic's validation following
its rigorous screening of these analogs and their mechanisms of
action.  Our two companies working together will result in
tremendous synergy and high potential value creation."

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $21.79
million in total assets, $76.33 million in total liabilities and a
$54.53 million total stockholders' deficit.


UNIGENE LABORATORIES: Claus Christiansen Buys $1.5-Mil. Shares
--------------------------------------------------------------
Unigene Laboratories, Inc., announced that Dr. Claus Christiansen,
Chairman of Nordic Bioscience, purchased $1.5 million of Unigene's
common stock at a purchase price equivalent to the average share
price over the previous 30 days through his Danish foundation, Den
Danske Forskningsfond with an option to purchase an additional
$1.5 million before year end.  DDF has an option for an additional
equity investment of up to $3.0 million in the first half of 2012.

Ashleigh Palmer, President and CEO of Unigene, said, "Claus
Christiansen is a legend in our industry, and his endorsement of
Unigene's technology platforms and therapeutic peptides is a major
accomplishment.  Dr. Christiansen's investment provides additional
cash runway, thereby enabling Unigene to launch its recently
announced collaboration with Nordic Bioscience much sooner than
would have otherwise been possible."

Claus Christiansen, commented, "I have been following Unigene's
tremendous progress closely since Ashleigh and his management team
began their successful turnaround last year.  I believe our
investment provides the additional capital necessary to expedite
the advancement of Unigene's various development programs, and in
particular, the launch of the Nordic/Unigene joint development
vehicle focused on potential blockbuster therapeutic peptide
market opportunities such as Type 2 diabetes."

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $21.79
million in total assets, $76.33 million in total liabilities and a
$54.53 million total stockholders' deficit.


UNITED STATES OIL: Sells Subsidiary to Jeff Turnbull
----------------------------------------------------
United States Oil and Gas Corp sold one of its subsidiaries,
Turnbull Oil, to Jeff Turnbull, for cash and cancellation of
approximately $3.45 million of debt.  The effective date of the
disposition of assets was Oct. 1, 2011.  The financial statements
to be issued for the three months ended Sept. 30, 2011, will
reflect the sale.

                      About United States Oil

United States Oil and Gas Corp. OTC QB: USOG)
-- http://www.usaoilandgas.com/-- is an oil and gas products,
services and technology company headquartered in Austin, Texas.
Through its subsidiaries, the Company markets and distributes
refined oil and gas (diesel, gasoline, propane, high octane racing
fuels and lubricants) to wholesale and retail customers in the
United States.

As reported in the TCR on April 27, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about United States
Oil and Gas Corp.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has accumulated losses resulting in an
accumulated deficit as of Dec. 31, 2010.

The Company's balance sheet at June 30, 2011, showed $7.44 million
in total assets, $7.34 million in total liabilities and $103,875
total stockholders' equity.

The Company reported a net loss of $1.3 million on $24.7 million
of revenue for 2010, compared with a net loss of $1.5 million on
$9.4 million of revenue for 2009.


UNIVISION COMMS: Bank Debt Trades at 19% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Univision
Communications, Inc., is a borrower traded in the secondary market
at 80.65 cents-on-the-dollar during the week ended Friday, Oct. 7,
2011, a drop of 4.35 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 29, 2017, and carries Moody's B2 rating.  The loan is one of
the biggest gainers and losers among 96 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                  About Univision Communications

Univision, headquartered in New York, claims to be a leading
Spanish language media company in the United States.  Revenue for
fiscal year 2010 was approximately $2.2 billion.

As reported by the Troubled Company Reporter on Jan. 12, 2011,
Standard & Poor's affirmed its ratings on New York City-based
Spanish language TV and radio broadcaster Univision
Communications, Inc.'s 8.5% senior unsecured notes due 2021,
following the Company's proposed $315 million add-on to the issue.
The add-on would bring the total dollar amount of the issue to
$815 million.  The issue-level rating on this debt remains at
'CCC+ (two notches lower than the 'B' corporate credit rating on
the Company), and the recovery rating remains at '6', indicating
S&P's expectation of negligible (0% to 10%) recovery for
noteholders in the event of a payment default.

S&P expects Univision to use proceeds from the proposed issuance
to repay the remaining portion of its 9.75%/10.5% senior unsecured
toggle notes due 2015, following the expiration of its current
tender offer for the notes.  The Company's current tender offer
for up to $1.005 billion of its toggle notes, which S&P expects it
will meet with proceeds from Grupo Televisa, S.A.B.'s investment,
is set to expire on Jan. 21, 2011.

On Apr. 28, 2011, the TCR related that Moody's assigned a B2
rating to Univision Communications, Inc.'s proposed $600 million
senior secured notes due 2019.  Univision plans to utilize the net
proceeds from the note offering to redeem its $545 million senior
secured notes due 2014 (2014 notes) and fund related transaction
expenses.  Univision's B3 Corporate Family Rating (CFR), B3
Probability of Default Rating, other debt instrument ratings, SGL
3 speculative-grade liquidity rating and stable rating outlook are
not affected.

The refinancing improves Univision's maturity profile, reduces
refinancing risk related to its 2014 maturities (approximately
$1.1 billion upon completion of the proposed offering), and will
moderately reduce cash interest expense.  Moody's does not expect
the $55 million increase in debt as a result of funding the tender
premium on the 2014 notes to materially alter Univision's current
leverage position or the expected de-leveraging over the next few
years.  Moody's had expected in the existing B3 CFR and stable
rating outlook that Univision would refinance the 2014 notes.

On June 16, 2011, the TCR reported that Fitch Ratings affirmed
Univision Communications, Inc.'s Issuer Default Rating (IDR) at
'B'; Senior secured at 'B+/RR3'; and Senior unsecured at
'CCC/RR6'.  The Rating Outlook is Stable.

The ratings incorporate Fitch's positive view on the U.S. Hispanic
broadcasting industry, given anticipated continued growth in
number and spending power of the Hispanic demographic, which is
confirmed by U.S. census data.  Additionally, Univision benefits
from a premier industry position, with duopoly television and
radio stations in most of the top Hispanic markets, with a
national overlay of broadcast and cable networks.  High ratings
and concentrated Hispanic viewer base provide advertisers with an
effective way to reach the large and growing U.S. Hispanic
population.  Ratings concerns are centered on the highly leveraged
capital structure and the significant maturity wall in 2017, as
well as the company's significant exposure to advertising revenue.


USEC INC: Amends Form S-3 Registration Statement
------------------------------------------------
USEC Inc. filed with the U.S. Securities and Exchange Commission a
Pre-effective Amendment No.1 to Form S-3 registration statement
relating to the sale from time to time by Babcock & Wilcox
Investment Company and Toshiba America Nuclear Energy Corporation
of up to 22,826,407 shares of the Company's common stock.

As a result of the standstill agreement, the earliest date that a
Closing Deadline Failure could occur and that a selling security
holder may elect to sell any shares of common stock pursuant
hereto is Oct. 31, 2011.  The applicable selling security holders
will receive all of the proceeds from any sale of the shares
offered hereby.  The Company will not receive any of the proceeds,
but the Company will incur expenses in connection with the
offering.  The Company's registration of the shares of common
stock covered by the prospectus does not mean that the selling
security holders will offer or sell any of the shares.  The
selling security holders may sell the shares of common stock
covered by the prospectus in a number of different ways and at
varying prices.  The shares covered by the prospectus are subject
to issuance upon conversion of currently outstanding shares of
convertible preferred stock and exercise of warrants that are
exercisable in the future and are subject to the Share Issuance
Limitation, in compliance with the rules of the New York Stock
Exchange.

The Company's common stock is traded on the NYSE under the symbol
"USU".  On Oct. 6, 2011, the last reported sale price of the
Company's common stock on the NYSE was $1.30 per share.

A full-text copy of the amended prospectus is available at no
charge at http://is.gd/Z81hWO

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company's balance sheet at June 30, 2011, showed $4.12 billion
in total assets, $2.80 billion in total liabilities and $1.32
billion in stockholders' equity.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VILLA D'ESTE: BofA Doesn't Consent to Cash Collateral Use
---------------------------------------------------------
Bank of America, N.A., filed a notice in the bankruptcy case of
Villa D?Este LP to perfect its interest in the rents and profits
of the real property commonly known as 901 Pacific Ave., Manhattan
Beach, California.  BofA said it is the successor in interest to
First Republic Bank, a division of Merrill Lynch Bank & Trust Co.,
FSB.

BofA said all rents, issues and profits of 901 Pacific Ave.,
Manhattan Beach, California, coming into existence since the
filing of the Debtor?s bankruptcy proceeding constitute BofA's
cash collateral pursuant to 11 U.S.C. Section 363.  BofA said it
does not consent to the use of its cash collateral by the Debtor
or any trustee.  The Debtor is required to segregate and account
to BofA for the cash collateral pursuant to 11 U.S.C. Section
363(c)(4).

                        About Villa D'Este

Villa D'Este LP, in Los Angeles, California, filed for Chapter 11
bankruptcy (Bankr. C.D. Calif. Case No. 11-21488) on Sept. 28,
2011.  Judge Victoria S. Kaufman presides over the case. The Law
Office of Elaine D. Etingoff -- elaineetingoff@gmail.com -- serves
as the Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in assets and debts.  The petition was
signed by Phillip Ram, operating manager of general partner.

Affiliates that previously filed separate Chapter 11 petitions
are: Norman Salter (Bankr. C.D. Calif. Case No. 09-11653) on Feb.
17, 2009; and Phillip Ram, aka Dilip K. Ram (Bankr. C.D. Calif.
Case No. 09-10969) on Jan. 21, 2009.

Secured lender Bank of America is represented by:

          Patricia H. Lyon, Esq.
          Celine Mui, Esq.
          FRENCH & LYON PC
          22 Battery Street, Suite 404
          San Francisco, CA 94111
          Telephone: 415-597-7849
          Facsimile: 415-243-8200
          E-mail: phlyon@frenchandlyon.com
                  cmui@frenchandlyon.com


VITRO SAB: Bank of America Opposes Release of $2.4 Million
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Banc of America Leasing & Capital LLC is opposing an
effort by U.S. subsidiaries of Vitro SAB to take back $2.4 million
the bank is holding as security for equipment leases. The dispute
comes up for hearing today, Oct. 11, in U.S. Bankruptcy Court in
Dallas.

Mr. Rochelle recounts that the U.S. Vitro companies sold their
assets about four months ago to American Glass Enterprises LLC, an
affiliate of Sun Capital Partners Inc. The buyer was required to
prove its ability to make payments under a lease with the bank's
leasing affiliate.  In the meantime, Vitro posted $2.4 million in
cash security with the bank to obviate an objection to the sale.

Mr. Rochelle relates that the bank filed papers in bankruptcy
court last week saying it saw the buyer's financial information
and concluded it would be "imprudent" to release the cash
collateral.

The bank, according to Mr. Rochelle, is opposing Vitro's motion to
the extent it asks the bankruptcy court to compel releasing the
$2.4 million if the judge were to conclude that the buyer has
sufficient financial strength to make payments under the leases.

                       About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.  Blackstone Advisory Partners L.P. serves as financial
advisor to the Committee.


WES CONSULTING: Plans to Sell Web Merchants to Fred Petrenko
------------------------------------------------------------
Liberator, Inc., formerly known as WES Consulting Inc., announced
the signing of a definitive agreement for the sale of Web
Merchants, Inc., to an entity controlled by the President of Web
Merchants, Fred Petrenko.

Under the agreement, Liberator, Inc., will receive 25.4 million
shares of Liberator common stock held by Mr. Petrenko and a cash
payment of $700,000 in exchange for 100% of the shares of Web
Merchants currently owned by Liberator.

Liberator originally acquired Web Merchants on Jan. 27, 2011,
through the exchange of 28.4 million shares of Liberator common
stock and a cash payment of $100,000 for 100% of the issued and
outstanding stock of Web Merchants.

As part of the sale of Web Merchants, Fred Petrenko will resign as
a director and Executive Vice President of Liberator and Rufina
Bulatova will resign as Vice President ? Online Marketing of
Liberator.

"Our decision to divest Web Merchants was carefully deliberated by
our Board of Directors," said Louis Friedman, president and CEO of
Liberator, Inc.  "After operating under the ownership of Liberator
for eight months, it became apparent that Web Merchants is not
aligned with our long term strategic initiatives. Although we are
parting company, we remain on good terms with the management of
Web Merchants and we expect to continue to be long-term trading
partners."

The transaction, which is subject to customary closing conditions,
is expected to close no later than Oct. 21, 2011, and will be
effective Oct. 1, 2011.

                        About Liberator Inc.

Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider
of goods and information to consumers who believe that sensual
pleasure and fulfillment are essential to a well-lived and healthy
life.  The information that the Company provides consists
primarily of product demonstration videos that the Company shows
on its websites and instructional DVD's that the Company sells.

The Company's balance sheet at March 31, 2011, showed
$7.64 million in total assets, $5.70 million in total liabilities,
and $1.94 million in total stockholders' equity.


WINDRUSH SCHOOL: Wells Fargo Wants Case Converted or Dismissed
--------------------------------------------------------------
Wells Fargo Bank N.A., the Indenture Trustee on $13 million of
bonds issued by the California Statewide Communities Development
Authority to Windrush School, wants the Debtor?s case converted to
Chapter 7 liquidation or dismissed as a two-party dispute.

Wells Fargo said the Debtor?s projections show that it is
operating at a loss even before debt service.  It admits it
primarily hopes for a massive amount in donations. It has no
business plan for a turnaround and is in Chapter 11 only to
somehow keep the school open until the end of the academic year.

"That is hardly the purpose of Chapter 11, which is being entirely
misused," the bank said.

Wells Fargo also pointed out that the Debtor has little, if any,
past due unsecured dept.  It is within $47,000 of being completely
current.  The Debtor?s problem is its dispute about how the school
will be closed down, and that dispute is with one person -- Wells
Fargo in its role as trustee.  "Chapter 11 is not intended to help
one party in a two party litigation dispute," the bank said.

The bank made those arguments as part of its objection to the
Debtor's request to use cash in an operating account and tuition
payments to keep the school operating while in bankruptcy.

Windrush borrowed the $13 million in 2007 to renovate its existing
facilities and build a new classroom-library-science lab building.
According to Wells Fargo, the school signed a Loan Agreement that
required it to place all its ?Gross Revenues? -- defined in the
trust indenture as effectively all of Windrush?s income and
donations -- in a bank account subject to a security interest for
the protection of bondholders who paid to build the new school
buildings.  Instead, Wells Fargo alleged that Windrush ignored its
promise and concealed most of its Gross Revenue in accounts it
could claim are not subject to the security interests of the
bondholders because it had successfully avoided signing a deposit
account control agreement on those accounts.

Wells Fargo said Windrush hid what it had done for months, even
after it defaulted in the payment of interest on the bonds in June
2011, and despite having the cash on hand in the concealed account
from which it could have paid the interest due.  Representatives
of Windrush?s board and management team even met with the major
bondholders and the Trustee to discuss ways to allow the school to
finish the school year but concealed throughout those negotiations
that it had secreted its cash in a way it could later argue
prevented the Bond Holder?s security interest from attaching.

Wells Fargo noted that Windrush admits that it cannot finish the
school year even by using the concealed cash without raising
substantial additional sums in the form of unrestricted donations
to the school.  Wells Fargo said Windrush is in a "donation
solicitation wild goose chase".

The bank also said Windrush has proposed no adequate protection
for the use of the cash which constitute the bondholders'
collateral and the proceeds of collateral -- the enrollment
contracts themselves.

The Bonds are held by four institutional entities: Lord Abbett &
Co LLC; Allianz Global Investors; Prudential Financial; and
Hartford Tax-Free National Fund.

In a court filing, Windrush downplayed Wells Fargo's allegations,
saying the Operating Accounts were opened almost two years ago as
an administrative convenience, not in some grand scheme of
concealment, and in any event, regardless of intent, the Operating
Accounts are not subject to a control agreement and are not
encumbered by an effective, perfected lien.  Windrush said Wells
Fargo?s lien upon the Operating Accounts, if any, is avoidable,
and the Debtor should be allowed to use those accounts.

Windrush further argued that Wells Fargo's lien against tuition
payments and other general receivables is unperfected as well.

Windrush also answered Wells Fargo's bid to convert or dismiss the
case.  Windrush said the bank's arguments are both premature and
without merit.  If Wells Fargo wishes to seek conversion or
dismissal, then it should bring an appropriate motion. A passing
reference in response to a cash collateral motion is not the
vehicle in which to make the arguments.  Windrush also pointed out
that its case is hardly a two-party dispute.

Windrush's bankruptcy was precipitated by a decline in enrolment
and shrinking donations amid the 2008 economic crisis.  As a
result, the Debtor failed to make a $357,500 payment due under the
Loan Agreement.  Windrush tried to reach a consensual resolution
of the default with Wells Fargo and the bondholders to no avail.
On Aug. 30, 2011, Wells Fargo filed a lawsuit in Contra Costa
County Superior Court, case no. 11-01995, seeking judicial
foreclosure and the appointment of a receiver in the interim.

At a hearing on Oct. 4, Judge William Lafferty permitted Windrush
School to continue using its operating cash, on an interim basis,
to run the school, according to an ElCerritoPatch report.  Judge
Lafferty set a further hearing for Oct. 28, 2011, at 1:30 p.m.

                       About Windrush School

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 assets
and debts of between $10 million and $50 million.

Attorneys for secured lender Wells Fargo are:

          Mike C. Buckley, Esq.
          James Neudecker, Esq.
          Renee C. Feldman, Esq.
          REED SMITH LLP
          101 Second Street, Suite 1800
          San Francisco, CA 94105-3659
          Telephone: 415-543-8700
          Facsimile: 415-391-8269
          E-mail: mbuckley@reedsmith.com
                  jneudecker@reedsmith.com
                  rfeldman@reedsmith.com


WINDRUSH SCHOOL: Sec. 341 Creditors' Meeting Set for Oct. 24
------------------------------------------------------------
The U.S. Trustee for the Northern District of Calfornia in Oakland
will convene a meeting of creditors in the bankruptcy case of
Windrush School on Oct. 24, 2011, at 1:00 p.m. at Oakland U.S.
Trustee Office.

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.

Proofs of claim are due in the case by Jan. 23, 2012.

                       About Windrush School

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) to halt Wells Fargo
Bank N.A.'s attempt to foreclose and appoint a receiver.  Judge
William J. Lafferty presides over the case.  Merle C. Meyers,
Esq., at Meyers Law Group PC, represents the Debtor.  The Debtor
estimated assets and debts of between $10 million and $50 million.

Attorneys for secured lender Wells Fargo are:

          Mike C. Buckley, Esq.
          James Neudecker, Esq.
          Renee C. Feldman, Esq.
          REED SMITH LLP
          101 Second Street, Suite 1800
          San Francisco, CA 94105-3659
          Telephone: 415-543-8700
          Facsimile: 415-391-8269
          E-mail: mbuckley@reedsmith.com
                  jneudecker@reedsmith.com
                  rfeldman@reedsmith.com


YELLOWSTONE MOUNTAIN: Trustee Loses Bid to Raise $40MM Judgment
---------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that U.S. District
Judge Sam E. Haddon on Friday dismissed an appeal by Yellowstone
Mountain Club LLC's liquidating trustee requesting an increase in
the $40 million judgment against Yellowstone's founder over
misappropriation of funds.

In a hearing held Friday, Judge Haddon dismissed the appeal from
the bench, calling it premature because the judgment against
Timothy Blixseth is not yet final, according to Law360.

                      About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed for
Chapter 11 relief on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


YRC WORLDWIDE: DBD Cayman Discloses 14.1% Equity Stake
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, DBD Cayman Holdings, Ltd., and its affiliates
disclosed that they beneficially own 292,812,490 shares of common
stock of YRC Worldwide Inc. representing 14.1% of the shares
outstanding.  A full-text copy of the Schedule 13G is available
for free at http://is.gd/2RBClK

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at June 30, 2011, showed $2.59 billion
in total assets, $2.91 billion in total liabilities and a $328.79
million in shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


* Bankruptcies and Junk-Bond Defaults Continue to Fall
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports, citing data compiled from court records by Epiq Systems
Inc., that the 110,000 bankruptcy filings in September were 18
percent fewer than in the same month in 2010 and virtually
unchanged from August.  The decline in bankruptcies parallels a
decline in defaults on junk-rated debt.

Mr. Rochelle relates that bankruptcy filings of all types are on
pace to total about 1.43 million this year, or about 8% fewer than
2010 as a whole.  Commercial filings are dropping even faster.  In
September, the 5,700 commercial bankruptcies of all types were 25%
below September 2010.  Chapter 11 filings, where larger companies
reorganize or sell assets, totaled 910 last month, also down 25%
from the year before.  The states with the most bankruptcies per
capita are Nevada, Tennessee and Georgia. Bankruptcies are
declining this year in every state except Utah.

Mr. Rochelle notes that so far this year, there have been 17
defaults by issuers of junk-rated debt, according to Moody's
Investors Service.  In the third quarter, there were four defaults
around the world, with two in the U.S. In the first nine months of
2010, there were 40 junk defaults worldwide, Moody's said.
Globally, Moody's reported that the junk default rate at the end
of the third quarter was 1.8%, down from 2.3% when the second
quarter ended. A year ago, the default rate was 4%.

Moody's predicts that junk defaults will further fall to 1.4% by
the year's end, to rise to 2.1% by the third quarter of 2012.  So
far this year, there have been 1.07 million bankruptcies of all
types, compared with 1.56 million for 2010 as a whole.  Last year
had the most since 2005, when the all-time record was set at 2.1
million.

Americans in 2005, Mr. Rochelle notes, filed bankruptcy in advance
of new laws making it more difficult for individuals to cancel
debt.  In the last two weeks before the law changed, 630,000
American sought bankruptcy protection.


* Bill Signed to Limit California Municipal Bankruptcy Filings
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that California Governor Jerry Brown signed a bill
limiting the ability of counties and municipalities to file for
municipal bankruptcy reorganization under Chapter 9 of federal
bankruptcy law.  The bill was in reaction to the more than three-
year reorganization of Vallejo, California, that concluded in
August.  A municipality and interested parties now must meet for
as long as 60 days with a neutral evaluator.  Otherwise, filing
bankruptcy requires a municipality's elected body to declare a
fiscal emergency that "jeopardizes the health, safety, or
wellbeing of the residents."  Or, the municipality must show it
will run out of money in 60 days.  The law takes effect in 90
days.

Mr. Rochelle notes that federal law gives states the ability to
limit or preclude filing for federal bankruptcy reorganization.
Because the bankruptcy judge must approve a Chapter 9 petition,
creditors or employees could ask for dismissal of a California
municipal bankruptcy if they could show that requirements in the
new law weren't met.


* Labor Deals at Ford, GM Returning Some Production From Abroad
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that for years, the
Detroit Three have moved production out of their U.S. plants to
avoid the high cost of union labor.  Ford Motor Co. signed a
tentative labor contract with the United Auto Workers union that
partly reverses that trend, according to the report.


* Banks Use Small Business-Earmarked Funds to Repay TARP
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that more than half of $4 billion
in federal funds disbursed this year to spur small-business
lending by community banks was used to repay bailout funds that
the banks received under the government's Troubled Asset Relief
Program.


* Officials, Lenders Move Forward With Foreclosure Talks
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that California Attorney General
Kamala Harris, who dropped out last week from talks aimed at
wringing a huge settlement from banks accused of foreclosure
abuses, remains open to a deal if it involves "a stronger
proposal" from lenders, according to a person familiar with the
situation.


* Baum Law Firm to Pay $2 Million Over Foreclosure Practices
------------------------------------------------------------
American Bankruptcy Institute reports that Steven J. Baum's
foreclosure law firm, one of the largest in New York state, will
pay the U.S. $2 million and change its practices, including those
related to Merscorp Inc.'s mortgage database, to resolve a probe
of its foreclosure filings.


* WL Ross Tries to Buy Time for Newest Investment Fund
------------------------------------------------------
Dow Jones' DBR Small Cap reports that the turnaround investment
firm led by billionaire financier Wilbur Ross is taking aggressive
measures to keep fund-raising efforts for its fifth fund afloat
after raising only a fraction of its original $4 billion goal
despite a year of marketing.  DBR says Mr. Ross raised only a
fraction of its original $4 billion goal despite a year of
marketing.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                            Total
                                           Share-      Total
                                 Total   Holders'    Working
                                Assets     Equity    Capital
  Company           Ticker       ($MM)      ($MM)      ($MM)
  -------           ------      ------   --------    -------
ABSOLUTE SOFTWRE    ABT CN       116.7      (13.2)      (2.9)
ACCO BRANDS CORP    ABD US     1,135.8      (28.3)     339.3
ALASKA COMM SYS     ALSK US      615.6      (37.7)      20.4
AMC NETWORKS-A      AMCX US    2,110.5   (1,099.4)     514.7
AMER AXLE & MFG     AXL US     2,195.4     (357.9)      50.1
AMERISTAR CASINO    ASCA US    2,067.1     (121.9)     (40.8)
ANOORAQ RESOURCE    ARQ SJ     1,016.8     (119.1)      20.8
AUTOZONE INC        AZO US     5,869.6   (1,254.2)    (638.5)
BLUEKNIGHT ENERG    BKEP US      327.4      (45.5)     (90.0)
BOSTON PIZZA R-U    BPF-U CN     146.1     (101.0)       1.3
CABLEVISION SY-A    CVC US     6,975.1   (5,439.8)    (703.4)
CARBONITE INC       CARB US       42.4      (15.7)     (25.4)
CC MEDIA-A          CCMO US   16,882.1   (7,270.0)   1,501.0
CENTENNIAL COMM     CYCL US    1,480.9     (925.9)     (52.1)
CHEFS WAREHOUSE     CHEF US       95.8      (45.1)       6.9
CHENIERE ENERGY     CQP US     1,726.6     (559.0)      22.7
CHENIERE ENERGY     LNG US     2,619.8     (430.3)    (103.2)
CHOICE HOTELS       CHH US       441.3      (27.9)       6.5
CLOROX CO           CLX US     4,163.0      (86.0)     (86.0)
DENNY'S CORP        DENN US      286.7      (99.5)     (39.9)
DIRECTV-A           DTV US    19,177.0   (1,399.0)   1,270.0
DISH NETWORK-A      DISH US   12,827.7      (92.6)   2,164.2
DISH NETWORK-A      EOT GR    12,827.7      (92.6)   2,164.2
DOMINO'S PIZZA      DPZ US       487.0   (1,171.4)     167.9
DUN & BRADSTREET    DNB US     1,767.1     (567.8)    (483.7)
ECOSYNTHETIX INC    ECO CN        45.2     (346.7)      32.2
EXELIXIS INC        EXEL US      454.2      (81.8)      90.2
FRANCESCAS HOLDI    FRAN US       69.7       (0.1)      22.8
FREESCALE SEMICO    FSL US     4,583.0   (4,401.0)   1,329.0
GENCORP INC         GY US        994.2     (143.4)     102.2
GLG PARTNERS INC    GLG US       400.0     (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US     400.0     (285.6)     156.9
GRAHAM PACKAGING    GRM US     2,947.5     (520.8)     298.5
HCA HOLDINGS INC    HCA US    23,877.0   (7,534.0)   2,613.0
HUGHES TELEMATIC    HUTC US      100.6      (94.9)     (28.3)
INCYTE CORP         INCY US      416.7     (136.3)     281.3
IPCS INC            IPCS US      559.2      (33.0)      72.1
JUST ENERGY GROU    JE CN      1,471.5     (208.2)    (299.7)
JUST ENERGY GROU    JSTEF US   1,471.5     (208.2)    (299.7)
LIZ CLAIBORNE       LIZ US     1,247.3     (211.1)     (52.7)
LORILLARD INC       LO US      2,498.0     (831.0)     904.0
MAINSTREET EQUIT    MEQ CN       475.2      (10.5)       -
MANNKIND CORP       MNKD US      228.4     (245.4)       5.3
MEAD JOHNSON        MJN US     2,526.1     (184.5)     652.4
MERITOR INC         MTOR US    2,838.0     (963.0)     226.0
MOODY'S CORP        MCO US     2,744.6      (16.6)     691.1
MORGANS HOTEL GR    MHGC US      604.4      (51.3)     112.0
NATIONAL CINEMED    NCMI US      817.6     (329.8)      62.2
NEXSTAR BROADC-A    NXST US      558.0     (183.4)      35.4
NPS PHARM INC       NPSP US      253.3      (27.3)     201.5
OTELCO INC-IDS      OTT-U CN     317.0       (8.6)      21.8
OTELCO INC-IDS      OTT US       317.0       (8.6)      21.8
PALM INC            PALM US    1,007.2       (6.2)     141.7
PDL BIOPHARMA IN    PDLI US      284.3     (293.5)      (4.6)
PLAYBOY ENTERP-A    PLA/A US     165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B    PLA US       165.8      (54.4)     (16.9)
PRIMEDIA INC        PRM US       208.0      (91.7)       3.6
PROTECTION ONE      PONE US      562.9      (61.8)      (7.6)
QUALITY DISTRIBU    QLTY US      279.4     (113.4)      47.2
QWEST COMMUNICAT    Q US      16,849.0   (1,560.0)  (2,828.0)
RAPTOR PHARMACEU    RPTP US       20.5      (14.6)     (21.4)
REGAL ENTERTAI-A    RGC US     2,367.9     (538.3)     (72.9)
RENAISSANCE LEA     RLRN US       57.0      (28.2)     (31.4)
REVLON INC-A        REV US     1,100.0     (677.5)     144.6
RSC HOLDINGS INC    RRR US     2,949.6      (59.2)    (205.0)
RURAL/METRO CORP    RURL US      303.7      (92.1)      72.4
SALLY BEAUTY HOL    SBH US     1,725.5     (260.7)     429.3
SINCLAIR BROAD-A    SBGI US    1,497.3     (135.3)      69.0
SINCLAIR BROAD-A    SBTA GR    1,497.3     (135.3)      69.0
SKULLCANDY INC      SKUL US      108.5      (12.5)      33.2
SMART TECHNOL-A     SMA CN       574.8      (17.3)     194.3
SMART TECHNOL-A     SMT US       574.8      (17.3)     194.3
SUN COMMUNITIES     SUI US     1,322.8      (65.4)       -
TAUBMAN CENTERS     TCO US     2,495.4     (426.8)       -
THERAVANCE          THRX US      303.1      (37.5)     253.4
TOWN SPORTS INTE    CLUB US      450.6       (4.3)     (35.4)
UNISYS CORP         UIS US     2,642.9     (661.8)     374.7
VECTOR GROUP LTD    VGR US       941.2      (50.1)     257.6
VERISIGN INC        VRSN US    1,795.6       (4.2)     873.4
VERISK ANALYTI-A    VRSK US    1,408.1     (144.4)    (216.1)
VIRGIN MOBILE-A     VM US        307.4     (244.2)    (138.3)
WARNER MUSIC GRO    WMG US     3,583.0     (289.0)    (630.0)
WEIGHT WATCHERS     WTW US     1,104.5     (542.4)    (274.4)
WORLD COLOR PRES    WC CN      2,641.5   (1,735.9)     479.2
WORLD COLOR PRES    WCPSF US   2,641.5   (1,735.9)     479.2
WORLD COLOR PRES    WC/U CN    2,641.5   (1,735.9)     479.2



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***