TCR_Public/111014.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 14, 2011, Vol. 15, No. 285

                            Headlines

400 BLAIR: To Unwind Foreclosure Sale Under Bankruptcy Plan
400 BLAIR: Hires Norris McLaughlin as Bankruptcy Counsel
400 BLAIR: Status Conference Scheduled for Nov. 21
400 BLAIR: Sec. 341 Creditors' Meeting Set for Nov. 17
AG FERRARI: Emerges From Chapter 11 Bankruptcy Protection

ALL AMERICAN PET: Board Terminates Victor Hollander as CFO
ALLY FINANCIAL: Declares Dividends on Preferred Stock
AMERICAN APPAREL: Adrian Kowalewski Resigns from All Positions
AMERICAN DIAGNOSTIC: Goldstein Okayed as Committee's New Counsel
AMERICAN DIAGNOSTIC: Arnstein & Lehr Okayed as New Counsel

AMR CORP: American Airlines Adjusts Winter Schedule
ANDERSON NEWS: Creditors Scuffle Over Discovery Bid
APPRAISERLOFT: Closes Doors Due to Insolvency
ARCADIA RESOURCES: Inks Forbearance Agreement with H.D. Smith
ATHENS HOUSING: S&P Cuts Rating on Series 2003 Bonds to 'BB-'

AVION POINT: Files Ch. 11 Plan, to Sell Apopka After Bankr. Exit
BANKUNITED FINANCIAL: Plan Outline Hearing Continued Until Nov. 21
BARBETTA LLC: Plan Filing Period Extended to Oct. 18
BEAZER HOMES: FMR LLC Discloses 8.5% Equity Stake
BERNARD L. MADOFF: Trustee Accuses Defendants of Forum Shopping

BRADFORD ACADEMY: S&P Lowers Rating on Revenue Bonds to 'B-'
BRITT MOTORSPORTS: Files for Chapter 11 Bankruptcy Protection
BRIXMOR LLC: Moody's Raises Sr. Unsecured Debt Rating to 'Caa1'
BROADSTRIPE LLC: Officially Has Oct. 26 Disclosure Hearing
CANDLELIGHT PROPERTIES: Files for Chapter 11 Bankruptcy Protection

CARTER'S GROVE: Exclusive Solicitation Period Extended to Jan. 9
CATASYS INC: Amends 11 Million Common Shares Offering
CAVIATA ATTACHED: Can Access Senior Lender's Cash Collateral
CHARLESTON ASSOCIATES: Wants Plan Filing Deadline Moved to Nov. 30
CKX INC: S&P Withdraws Prelim. 'B' Corporate Credit Rating

CLIVER DEV'T: Creditor Wants Case Dismissed as Bad Faith Filing
COLT DEFENSE: Moody's Says Caa1 Rating Unaffected by ABL Facility
COMPLETE PRODUCTION: S&P Puts 'BB-' CCR on Watch Positive
COMSTOCK MINING: Reports 94% Increase in Measured Resources
CRYSTAL CATHEDRAL: Committee to Seek Sale Plan Approval Nov. 14

CRYSTALLEX INT'L: Proposed Private Offering to Raise $120-Mil.
DELTA AIR: Retired Pilots to File Unprecedented Appeal With PBGC
DOT VN: Pres. Lee Johnson Receives Award of Merit from Vietnam PM
DULCES ARBOR: Wants to Recover Rents to Fund Ch. 11 Plan Proposal
DUNE ENERGY: S&P Cuts Corp. Credit Rating to 'CC'; Outlook Neg.

DYNEGY INC: Franklin Resources Discloses 10.5% Equity Stake
EMPRESAS BASTARD: Case Summary & 7 Largest Unsecured Creditors
EUROCLASS MOTORS: Wants Until Dec. 4 to File Reorganization Plan
FCC HOLDINGS: Moody's Reviews 'B2' CFR for Possible Downgrade
FOOT LOCKER: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Pos.

GATEWAY METRO: Can Use Road Bay and Flying Tigers Cash Collateral
GATEWAY METRO: Seeks to Move Hearing on DIP Financing to Oct. 25
GATEWAY METRO: Hires Peitzman as Bankruptcy Counsel
GELT PROPERTIES: Court Approves Eisenberg Gold as Special Counsel
GENERAL GROWTH: To Release Third Quarter Earnings on Nov. 9

GENERAL MARITIME: Debt Restructuring Talks Down to The Wire
GLOBAL INVESTOR: Enters Into Exchange Agreements with Allied
GRACEWAY PHARMACEUTICALS: Lowenstein Represents Committee
GRACEWAY PHARMACEUTICALS: Meeting of Creditors Set for Nov. 7
GUIDED THERAPEUTICS: Files Form S-1, To Offer 2.6MM Common Shares

HANMI FINANCIAL: Lonny Robinson Joins as Interim CFO
HARRISBURG, PA: Files Chapter 9 Petition to Fix Incinerator Debt
HCA INC: S&P Rates $2.5BB Asset-Based Lending Facility at 'BB'
HELLER EHRMAN: Reaches Deal With Wham-O Over Unpaid Fees
HMC/CAH CONSOLIDATED: Voluntary Chapter 11 Case Summary

HOSPITAL MANAGEMENT: Files for Chapter 11 Bankruptcy Protection
HUNTINGTON BANCSHARES: Moody's Raises Ratings; Outlook Stable
HUSSEY COPPER: Hearing on Loan, Bidding Procedures Set for Oct. 18
HUSSEY COPPER: U.S. Trustee Appoints 7-Member Creditors' Panel
HUSSEY COPPER: Section 341(a) Meeting Scheduled for Nov. 9

HUSSEY COPPER: Revere Copper Calls Auction Unfair
IMAGEWARE SYSTEMS: Plans to Appoint New Director to Fill Vacancy
IMPERIAL PETROLEUM: To Restate January & April Quarterly Reports
INNKEEPERS USA: Trial Over Nixed $1 Billion Deal Delayed Again
INNKEEPERS USA: Cerberus May Announce Settlement on Lawsuit

INTEGRATED BIOPHARMA: Inks Forbearance Agreement with Imperium
J JILL ACQUISITION: Moody's Lowers Corp. Family Rating to 'B3'
JAMES RIVER: SouthernSun Owns 10.10% of Class A Common Shares
JEFFERSON, AL: Workout Still Facing Local Opposition
KBK OPERATIONS: Voluntary Chapter 11 Case Summary

LA VILLITA: Can Use Cash Collateral Until Oct. 31
LAREDO PETROLEUM: Moody's Assigns 'Caa2' Rating to New Notes
LB-UBS COMMERCIAL: Fitch Cuts Ratings on Four Note Classes to C
LEE ENTERPRISES: Gregory Schermer Discloses 3.8% Equity Stake
LEVI STRAUSS: Reports $31.3-Mil. Profit in Aug. 28 Quarter

LIMITED BRANDS: S&P Affirms 'BB+' Corporate Credit Rating
LIONCEST TOWERS: Hearing on Case Dismissal Continued Until Oct. 25
LOS ANGELES DODGERS: Deny Owner is Subject of Government Probe
LOS ANGELES DODGERS: Loses First Round With Baseball Commissioner
LOS ANGELES DODGERS: Joseph Farnan to Mediate Dispute with MLB

M WAIKIKI: Has Final Nod to Borrow up to $2,500,000 from the Trust
MANHATTAN WEST: Case Summary & 9 Largest Unsecured Creditors
METHODIST HOSPITAL: Moody's Withdraws 'Ba3' Bond Rating
MICROBILT CORP: Plan Draft Requires Chex Systems Dispute Completed
MSR RESORT: Trump on Tap to Buy Doral for $170-Mil.

NASSAU BROADCASTING: Wins Conversion; Going Concern Sale Pushed
NCO GROUP: Merger Transaction Expected to Close After Oct. 12
NEBRASKA BOOK: Noteholders Object to Plan Exclusivity Extension
NEBRASKA BOOK: 2nd-Lien Holders Begin Pressing for New Plan
NEW HOPE: Pennswood Plans to Cease Operations by Monthend

NORTHWESTERN STONE: Can Employ Obitz Realty as Real Estate Broker
NORTHWESTERN STONE: Wants Plan Filing Period Extended to March 30
NUTRITION 21: Inks Asset Sale Agreement
OMEGA NAVIGATION: Wants HSH Nordbank's Case Dismissal Plea Denied
OMNOVA SOLUTIONS: S&P Affirms 'B' Corporate Credit Rating

ORANGE COUNTY: Section 341(a) Meeting Scheduled for Nov. 2
OVERLAND STORAGE: Executives Enter Into Rule 10b5-1 Sales Plan
PACESETTER FABRICS: Wants Plan Filing Period Extended to Feb. 14
PATIENT SAFETY: Amends 31.2 Million Common Shares Offering
PEARLAND SUNRISE: Must Obtain Plan Confirmation by Oct. 31

PEGASUS RURAL: Xanadoo Units Seek Exclusivity Extension
PHILADELPHIA ORCHESTRA: Fund Denounces Firm's Plan
PURE BEAUTY: Taps Epiq Bankruptcy as Claims and Noticing Agent
QUANTUM FUEL: Amends Form S-3 Registration Statement
QUICK MED: Phronesis Partners Discloses 17.7% Equity Stake

RADIATION THERAPY: Moody's Rates Amended Credit Facility at Ba2
RENEGADE HOLDINGS: Ch.11 Trustee Protests $16MM CB Holdings Deal
RYLAND GROUP: Fitch Affirms 'BB-' Senior Unsecured Debt Rating
SAVANNAH HOUSING: S&P Hikes Series 2003 Bonds Rating From 'BB+'
SCOTTSDALE CANAL: Sec. 341 Creditors' Meeting Set for Oct. 25

SCOTTSDALE CANAL: Status Conference Scheduled for Oct. 25
SCOTTSDALE CANAL: Employs Ryley Carlock as Bankruptcy Counsel
SEALY CORP: Pzena Investment Discloses 4.8% Equity Stake
SEARCHMEDIA HOLDINGS: Regains Compliance with NYSE Amex Standards
SECUREALERT INC: Cancels $8-Mil. Loan & Security Pact with Sapinda

SECUREALERT INC: Borinquen Container Holds 17.4% Equity Stake
SENSIVIDA MEDICAL: David Smith Resigns from Board of Directors
SESI LLC: Moody's Reviews 'Ba2' Corp. Family Rating for Upgrade
SMITHFIELD FOODS: S&P Raises Corp. Credit Rating to 'BB-'
SOLAR THIN: Robert Rubin Discloses 21.8% Equity Stake

SOLYNDRA LLC: Opposes Efforts to Appoint Ch. 11 Trustee
SOLYNDRA LLC: Seeks to Hire Neilson as Chief Restructuring Officer
SOUTH EDGE: Squire Sanders Wants Ruling on Meritage Representation
SOUTH EDGE: Squire Sanders Caught in Tug of War, Wants to Quit
SOUTHWEST GEORGIA: Chapter 11 Plan Goes Out for Vote

SUPERIOR ENERGY: S&P Affirms 'BB+' Corporate Credit Rating
TENSAR CORP: S&P Puts 'CCC' Corp. Rating on Watch Developing
TERRESTAR CORP: Shareholder Wants Court to Reconsider Examiner Bid
TERRESTAR NETWORKS: Court Approves $98 Million Deal With Lenders
TEXAS BEAR: Lessor Wants Case Converted to Chapter 7

TEXAS MIDWEST: S&P Cuts Series 2009 Revenue Bond Rating to 'D'
TOPAZ POWER: Moody's Cuts Rating on Sr. Credit Facilities to B1
TRANS NATIONAL: Case Summary & 20 Largest Unsecured Creditors
TRAVELPORT HOLDINGS: Extends Maturity of Revolving Loans to 2013
USAM CALHOUN: Employs Graves Dougherty as Bankruptcy Counsel

VILA AND SONS: Files for Chapter 11 Bankruptcy Protection
VIRGIN OFFSHORE: Oct. 25 Hearing on Motion to Prohibit Use of Cash
WASHINGTON MUTUAL: Appeals Ruling on Insider-Trading Claims
WHATEVER, LLC: Case Summary & 6 Largest Unsecured Creditors
WILLIAM LYON: Secures Third Amendment Extension From Lenders

WILLIAM LYON: S&P Lowers Corporate Credit Rating to 'D'
WORLD SURVEILLANCE: Amends Form S-1 Registration Statement
YOUNG BUCK: Faces Ch. 7 Liquidation as Amended Plan Unconfirmable

* 'No Harm, No Foul' Acceptable in Basketball, not Bankruptcy
* Restructuring to Outstrip Bankruptcy in 2012, GCs Predict
* Actuaries Find Pension Funding Challenges

* Private Equity Fund-Raising Hits Speed Bump in Third Quarter

* Four Keating Muething Attorneys Named Best Lawyers' 2012
* Ellerman Joins Frost Brown's Bankruptcy and Restructuring Group
* Faegre & Benson LLP to Merge with Baker & Daniels LLP

* BOOK REVIEW: The Style and Management of a Pediatric Practice



                            *********



400 BLAIR: To Unwind Foreclosure Sale Under Bankruptcy Plan
-----------------------------------------------------------
400 Blair Realty Holdings, L.L.C., will seek to unwind in
bankruptcy court a deal entered into by a state court-appointed
receiver that sold the Debtor's real property in Carteret, New
Jersey, according to a proposed plan of reorganization and
disclosure statement the Debtor filed Oct. 3.

According to the plan documents, the Debtor had a contract pre-
bankruptcy to sell the property to Digital Realty Trust, L.P., for
$12,500,000.  That agreement, however, was modified in part as a
result of Onyx Equities LLC, the receiver, having leased a portion
of the Property and Digital's agreement to take title to the
property with the tenant in place.  Onyx was given approval by the
court to conduct a foreclosure sale.  According to the Debtor, the
prospective purchaser dealt directly with Onyx to purchase the
property for less than the contract price.

The Debtor believes that the value of the property is at least
$13,000,000.

The Debtor intends to seek removal of the receiver and seek costs
and damages associated with the receiver's actions.

The Debtor also paid to Digital $150,000 as reimbursement of
Digital's due diligence expenses.  The Debtor intends to pursue
the return of these funds pursuant to the Plan.

Prior to the Petition Date, the Debtor was embroiled in a
foreclosure suit commenced by Wells Fargo Bank, N.A., as trustee
to the Registered Holders of Solomon Brothers Mortgage Securities
VII, Inc., Commercial Mortgage Pass-Through Certificates, Series
2000-C2, in the United States District Court for the District of
New Jersey.  The Debtor contested, inter alia, the Court's
jurisdiction by asserting the lack of requisite diversity.

On July 25, 2011, the Court entered a Foreclosure Judgment for
$8,747,468.  The Debtor has taken an appeal to the U.S. Court of
Appeals for the Third Circuit contesting, inter alia, the lack of
diversity jurisdiction and the awarding of certain amounts.  The
Debtor intends on proceeding with the appeal during the pendency
of the Chapter 11 Case.

In the foreclosure action, on Sept. 1, 2010, SBMS obtained the
entry of an order appointing Jonathan Schultz of Onyx as the
receiver.  Pursuant to Section 543 of the Bankruptcy Code, the
receiver was to deliver control of the Property and other
information relating thereto to the Debtor.  The receiver has not
turned over the Property and other information to the Debtor.

The Debtor's Plan classifies claims against and interests in the
Debtor in seven classes.

The Plan splits the $8.7 million Foreclosure Judgment in two
classes.  Class 2 consists solely of the $5,286,886 principal
portion of the SBMS Judgment.  Class 3 is for the SBMS Judgment
amount less the amount of the Class 2 Claim.  Both classes will
receive a lien on the Debtor's property.

The Debtor will satisfy the Class 2 and Class 3 Claims through (i)
payment of interest from and after the Effective Date; (ii)
monthly constant principal and interest payments starting on the
first day of the second month succeeding the Plan Effective Date
with a balloon together with the 48th payment, and (iii)
amortization over 20 years.

United States Land Resources, L.P., which holds a 50% equity
interest in the Debtor, will guarantee the payment and also
provide a lien in favor of SBMS on another property owned or
controlled by USLR.

The assignment of rents held by or in favor of SBMS will be
terminated.

Class 1 consists of the Allowed Secured Claim of the Borough of
Carteret. The Class 1 Claim will retain its lien on the Property.
The Debtor will satisfy the Class 1 Claim through (i) payment of
interest from and after the Effective Date; (ii) monthly constant
principal and interest payments starting on the first day of the
second month succeeding the Effective Date with a balloon together
with the 48th payment, and (iii) amortization over 20 years.

General Unsecured Claims are grouped in Class 5 and will be paid
(i) interest at from and after the Effective Date; (ii) monthly
constant principal and interest payments starting on the first day
of the second month succeeding the Effective Date with a balloon
together with the 48th payment, and (iii) amortization over 20
years.

The Debtor's scheduled unsecured claims aggregate $2,246,208.  Of
this amount, $1,287,764 are claims held by Insiders.

The Interest Rate is 2% per annum above the 30 day LIBOR rate or
such other rate as determined by the Court.

Classes 2, 3 and 5 are impaired and entitled to vote on the Plan.

Success Treuhand GmbH, which holds a 50% equity interest in the
Debtor, and USLR -- Classes 6 and 7 -- will retain their
interests.

The Plan will be funded by USLR.  The financing will be secured by
a junior lien on the Debtor's property in the aggregate amount of
the advances made by USLR.  Payments to USLR will be subordinate
to all other Classes of Claims.  Although not necessary to the
Debtor's ability to consummate the Plan, the Debtor will seek a
ruling from the Bankruptcy Court entitling the Debtor to utilize
the rents derived from the Property so as to reduce the sums to be
advanced by USLR.

Post-confirmation, the Debtor will have Realty Management
Associates oversee the property without compensation, according to
the Plan.  Onyx will be terminated.

                      About 400 Blair Realty

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Lawrence S.
Berger, manager.

The Debtor's bankruptcy counsel may be reached at:

                  Morris S. Bauer, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, PA
                  P.O. Box 5933
                  Bridgewater, NJ 08807-5933
                  Tel: (908) 722-0700
                  Fax: (908) 722-0755
                  E-mail: msbauer@nmmlaw.com


400 BLAIR: Hires Norris McLaughlin as Bankruptcy Counsel
--------------------------------------------------------
400 Blair Realty Holdings, L.L.C., needs to retain lawyers to
represent it as general counsel in connection with its bankruptcy
proceedings.  In this regard, the Debtor seeks Court permission to
employ Norris, McLaughlin & Marcus, PA.

The Debtor proposes to pay Norris McLaughlin at its regular hourly
rates:

     -- $250 to $590 per hour for members' time,
     -- $150 to $380 an hour for associates' time, and
     -- $50 to $175 per hour for paralegals' time.

Norris McLaughlin discloses that it represents other entities in
which Lawrence S. Berger, the manager of the Debtor, and United
States Land Resources, L.P., have a direct or indirect ownership
interest.  The firm is presently representing Kirby Avenue Realty
Holdings, L.L.C. in its chapter 11 proceeding that is currently
pending in the District of New Jersey, Trenton vicinage.  The firm
has also recently represented Greater American Land Resources,
Inc. and Princeton Office Park, L.P. in their chapter 11 cases and
Pazzo Pazzo, Inc. and Callallo, Inc., restaurant entities that are
affiliated with Mr. Berger, all of which cases have pending post-
confirmation matters.

Norris McLaughlin says none of the representations are adverse to
the 400 Blair's bankruptcy estate.  Norris McLaughlin does not
represent nor has it represented either USLR or Mr. Berger.

Norris McLaughlin also notes that the Debtor's primary lender is
the Registered Holders of Solomon Brothers Mortgage Securities
VII, Inc., Commercial Mortgage Pass Through Certificates, Series
200-CZ.  The Special Servicer for the Lender is Orix Capital
Markets, LLC.  The Trustee is Wells Fargo Bank, N.A.  Norris
McLaughlin has no relationship or past dealings with either the
Lender or Orix, but represents Wells Fargo affiliates in other
unrelated matters; however the Debtor's primary attorney on this
matter has not and does not represent any Wells Fargo entities.
Additionally, Wells Fargo has consented to Norris McLaughlin's
representation of the Debtor.

Norris McLaughlin attests that it does not hold an adverse
interest to the estate, does not represent an adverse interest to
the estate, and is a disinterested person under 11 U.S.C. Sec.
101(14).

                      About 400 Blair Realty

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Lawrence S.
Berger, manager.

The Debtor's bankruptcy counsel may be reached at:

                  Morris S. Bauer, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, PA
                  P.O. Box 5933
                  Bridgewater, NJ 08807-5933
                  Tel: (908) 722-0700
                  Fax: (908) 722-0755
                  E-mail: msbauer@nmmlaw.com


400 BLAIR: Status Conference Scheduled for Nov. 21
--------------------------------------------------
The Bankruptcy Court will hold a Chapter 11 status conference in
the case of 400 Blair Realty Holdings, LLC, on Nov. 21, 2011 at
11:00 a.m. at MBK - Courtroom 3, in Trenton, New Jersey.

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  Morris S. Bauer, Esq., at Norris
McLaughlin & Marcus, PA, serves as bankruptcy counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts.  The petition was
signed by Lawrence S. Berger, manager.


400 BLAIR: Sec. 341 Creditors' Meeting Set for Nov. 17
------------------------------------------------------
The U.S. Trustee for Region 3 will hold a Meeting of Creditors in
the bankruptcy case of 400 Blair Realty Holdings, LLC, on Nov. 17,
2011, at 12:00 p.m. at Room 129, Clarkson S. Fisher Courthouse.

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 by Feb. 15, 2012.

                      About 400 Blair Realty

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  Morris S. Bauer, Esq., at Norris
McLaughlin & Marcus, PA, serves as bankruptcy counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts.  The petition was
signed by Lawrence S. Berger, manager.


AG FERRARI: Emerges From Chapter 11 Bankruptcy Protection
---------------------------------------------------------
A.G. Ferrari Foods is officially out of bankruptcy on Oct. 11,
2011, according to Dixie Jordan at PiedmontPatch, citing a report
from the San Francisco Chronicle.  A.G. Ferrari Foods and the
Andronico's supermarket chain are now owned by Renwood
Opportunities Fund.

"We're excited that we've been able to get through this with the
help of our customers and our great employees," the Chronicle
quotes Steven Taormina, Ferrari's director of retail operations,
as saying.  Mr. Taormina said all nine existing stores, including
the Piedmont Avenue and Montclair locations, will remain open.

A.G. Ferrari Foods filed a Chapter 11 petition (Bankr. N.D. Calif.
Case No. 11-43327) on March 28, 2011.  Eric A. Nyberg, Esq., at
Kornfield, Nyberg, Bendes and Kuhner, in Oakland, California,
represents the Debtor.  The Debtor estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.


ALL AMERICAN PET: Board Terminates Victor Hollander as CFO
----------------------------------------------------------
The Board of Directors terminated Victor Hollander as Chief
Financial Officer of All American Pet Company, Inc., on Oct. 3,
2011.

                       About All American Pet

All American Pet Company, Inc., a reporting public company with
executive offices in Beverly Hills, California, was incorporated
on Feb. 13, 2003.  The Company produces, markets, and sells super
premium dog food under the brand names Grrr-nola(R)Natural Dog
Food and BowWow Breakfast(R) Heart Healthy Dog Food.

R. R. Hawkins & Associates International, a PC, in Los Angeles,
expressed substantial doubt about All American Pet's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred net losses since inception, retained
deficit and negative working capital.

The Company reported a net loss of $7.44 million on $20 of net
sales for 2010 (revenue from sales of super-premium dog food
products of $146,598 less marketing and product placement fees of
$146,578), compared with a net loss of $2.01 million on $0 revenue
for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $1.08 million
in total assets, $4.45 million in total liabilities, and a
stockholders' deficit of $3.37 million.


ALLY FINANCIAL: Declares Dividends on Preferred Stock
-----------------------------------------------------
The Ally Financial Inc. board of directors has declared quarterly
dividend payments for certain outstanding preferred stock.  Each
of these dividends were declared by the board of directors on
Oct. 6, 2011, and are payable on Nov. 15, 2011.

A quarterly dividend payment was declared on Ally's Fixed Rate
Cumulative Mandatorily Convertible Preferred Stock, Series F-2, of
approximately $134 million, or $1.125 per share, and is payable to
the U.S. Department of the Treasury.  A quarterly dividend payment
was also declared on Ally's Fixed Rate Cumulative Perpetual
Preferred Stock, Series G, of approximately $45 million, or $17.50
per share, and is payable to shareholders of record as of Nov. 1,
2011.  Additionally, a dividend payment was declared on Ally's
Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of
approximately $22 million, or $0.53 per share, and is payable to
shareholders of record as of Nov. 1, 2011.

Including the aforementioned dividend payments on the Series F-2
Preferred Stock, Ally will have paid a total of approximately
$2.6 billion in distributions to the U.S. Treasury since February
2009.

                       About Ally Financial

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

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

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

The Company's balance sheet at June 30, 2011, showed
$178.88 billion in total assets, $158.46 billion in total
liabilities, and $20.42 billion in total equity.

                         *     *     *

In January 2011, Standard & Poor's Ratings Services raised its
rating on the preferred stock of Ally Financial Inc. (Ally;
B/Stable/C) to 'CC' from 'C'.  The ratings firm noted that Ally
improved its liquidity position and alleviated some funding
pressure at its holding Company in recent months, making it easier
to meet obligations on its preferred stock.  Nevertheless, the
Company faces significant debt maturities at its holding Company
in 2011 and 2012, which is reflected in the 'CC' rating.

As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'.  The outlook on
both ratings is stable.  "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne.  They also settled a material portion of their
mortgage repurchase risk and have been profitable.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


AMERICAN APPAREL: Adrian Kowalewski Resigns from All Positions
--------------------------------------------------------------
Adrian Kowalewski resigned as Executive Vice President, Corporate
Strategy of American Apparel, Inc., and as a member of the
Company's Board of Directors and the committees of the Board on
which he served effective Oct. 7, 2011.  The resignation of
Mr. Kowalewski was not due to any disagreement with the Company on
any matter relating to the Company's operations, policies or
practices.

In connection with Mr. Kowalewski's resignation, the Company and
Mr. Kowalewski entered into a Separation Agreement and Full Mutual
Release of Claims which provides, among other things, that Mr.
Kowalewski will receive from the Company (i) unpaid base salary
accrued up to and including the Separation Date, (ii) any
unreimbursed business expenses up to and including the Separation
Date to which he is entitled to reimbursement under the Company's
expense reimbursement policy, and (iii) vesting of the 1,066,666
unvested shares of restricted stock previously awarded to Mr.
Kowalewski, such vesting to occur in three installments, one-third
on the Separation Date, one-third on the 10th day following the
Separation Date and one-third on the 20th day following the
Separation Date.  The Separation Agreement also contains
undertakings by Mr. Kowalewski relating to the protection of the
Company's confidential information, as well as mutual releases and
other standard provisions.

                     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.


AMERICAN DIAGNOSTIC: Goldstein Okayed as Committee's New Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized the Official Committee of Unsecured Creditors of
American Diagnostic Medicine Inc. to retain Goldstein & McClintock
LLC as its counsel.  The Court approved the payment of $50,000
retainer to the firm.

Goldstein & McClintock substituted K&L Gates LLP.

Goldstein & McClintock will advised the Committee on all legal
issues as they arise.  The firm's professionals and their
compensation rates:

    New Associates        $225
    Partners              $645
    Legal Assistants      $65-$250

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

                    About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer,
Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $11.3 million in
total assets and $11.1 million in total debts.


AMERICAN DIAGNOSTIC: Arnstein & Lehr Okayed as New Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized American Diagnostic Medicine to employ Arnstein & Lehr
LLP as counsel.  The Court also authorized the Debtor to pay a
$75,000 postpetition retainer to the firm.

Arnstein & Lehr substituted Springer Brown Covey Gaertner & Davis
LLC.  The Debtor told the Court that it no longer needs the
services of Springer Brown as its counsel.

The bankruptcy judge has entered a separate order authorizing
Springer Brown as counsel for American Diagnostic.

Among other things, Arnstein & Lehr agrees to  provide legal
advice with respect to the Debtor's powers and duties as debtor-
in-possession in the management of its assets.

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

                  Barry A. Chatz         $595
                  Miriam R. Stein        $425
                  Kevin H. Morse         $255
                  Becky Sutton           $200

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

In a separate filing, the Official Committee of Unsecured
Creditors objects to the Debtor's request because Arnstein & Lehr
has not given proper notice of its request to use property
of the estate to pay itself a $75,000 retainer.

                    About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
In its schedules, the Debtor disclosed $11.3 million in
total assets and $11.1 million in total debts.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee previously hired hired K&L Gates LLP as
its counsel.   But the Committee later obtained approval for
Goldstein & McClintock to substitute K&L Gates LLP.


AMR CORP: American Airlines Adjusts Winter Schedule
---------------------------------------------------
American Airlines said it will adjust its late fall and winter
schedule, which is expected to result in fourth quarter mainline
capacity that is approximately 3 percent lower on a year-over-year
basis.

In addition, as part of the reductions, American said it will
retire up to 11 Boeing 757 aircraft in 2012.

"While our advance bookings are generally in line with last year,
we are taking these additional steps in light of the uncertain
economic environment, ongoing high fuel costs and to ensure we run
a reliable schedule for our customers given additional pilot
retirements we anticipate throughout the fourth quarter," said
Virasb Vahidi, American's Chief Commercial Officer.

American has moved on a few occasions throughout the year to
reduce its capacity as fuel prices moved upward and improvement in
the broader economy failed to materialize.  With these latest
moves American expects full year capacity to be up about 0.4
percent year-over-year for mainline and consolidated capacity will
be up approximately 1.2 percent.  This represents an approximate 3
percent reduction in the company's capacity expectations versus
American's initial guidance provided in January 2011.

These reductions will modestly increase 2011 unit costs compared
to those incorporated in the guidance provided on Sept. 21, 2011.
In addition, compared to prior guidance, third quarter unit costs
will be adversely impacted by quarter-end volatility in WTI crude
oil prices and foreign exchange rates.  WTI prices decreased,
while jet fuel prices remained high, which will result in a $29
million non-cash fuel hedging ineffectiveness charge, which will
be recorded in fuel expense.  In addition, the U.S. dollar
strengthened, which will drive a $22 million incremental charge as
a result of foreign exchange volatility.

In July, American announced the largest aircraft order in history
by ordering 460 fuel-efficient jets from the Airbus A320 family
and the Boeing 737 family, which is backed by $13 billion in
manufacturer-committed financing.  The 757s retiring next year are
in anticipation of the new Airbus and Boeing deliveries that start
in 2013.  The retirements will result in maintenance and fuel cost
savings beginning in 2012.

The upcoming new deliveries are expected to pave the way for
American to have the youngest and most fuel-efficient fleet among
its U.S. airline peers within approximately five years.

                       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.


ANDERSON NEWS: Creditors Scuffle Over Discovery Bid
---------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that magazine
publishers seeking around $70 million from Anderson News LLC
argued Tuesday that a request from secured creditors for hundreds
of documents related to magazine return rates "does not pass the
smell test" and should be blocked.

In a filing in Delaware federal bankruptcy court, the five
magazine publishers -- including American Media Inc. and
Time/Warner Retail Sales & Marketing Inc. -- said Holston Asset
Management LLC and Northshore Capital LLC were engaged in a back-
door attempt to access documents, according to Law360.

Anderson News LLC is a sales and marketing company for books and
magazines.  Anderson News ceased doing business in February 2009,
and was the subject of an involuntary bankruptcy filing (Bankr. D.
Del. 09-_____) on March 2, 2009, on which an order for relief was
entered on Dec. 30, 2009.  The publishing companies claimed that
Anderson News owes them a combined $37.5 million.  Anderson News
converted the case to a voluntary chapter 11 case on the same day.


APPRAISERLOFT: Closes Doors Due to Insolvency
---------------------------------------------
Elizabeth Ecker at Reverse Mortgage Daily reports that
AppraiserLoft has shut down operations and closed its doors for
appraisal management services.  The closing was announced Friday
after sources said a potential sale fell apart, RMD relates.

According to RMD, the company's debt to appraisers is rumored to
be in the millions of dollars, and reports said employees were
told of the company's insolvency as it closed its doors late last
week.  While no buyer has emerged to rescue the remaining pieces
of the Company, competitors are seeing its downfall as
opportunity, the report notes.

"It's a great opportunity," Brian Coester, CEO of Rockville,
Maryland-based Coester Appraisal Group told RMD. "They had a good
name with a good platform," he said.

The report relates that Mr. Coester, which just acquired a smaller
East Coast AMC, said the timing is right to pick up market share
from the former AMC, which last year said it was working with nine
of the largest reverse mortgage lenders at the

In August, the RMD recalls, AppraiserLoft's former CEO Aman Makkar
stepped down from his position.  Shane Copeland, the AMC's former
senior vice president of national sales took an interim leadership
role at that time.

San Diego, California-based AppraiserLoft provides real estate
appraisal management services to reverse mortgage lenders.


ARCADIA RESOURCES: Inks Forbearance Agreement with H.D. Smith
-------------------------------------------------------------
PrairieStone Pharmacy, LLC, and Arcadia Resources, Inc., entered
into a Forbearance Agreement with H.D. Smith Wholesale Drug Co.,
effective Oct. 6, 2011, related to the Line of Credit and Security
Agreement, the Line of Credit Note and the Unlimited Continuing
Guaranty in favor of HD Smith, all dated as of April 23, 2010.

As previously reported on the Company's Current Report on Form 8-K
filed Oct. 5, 2011, HD Smith notified PrairieStone on Sept. 29,
2011, that PrairieStone is in default of its obligations under the
HD Smith Loan Agreements.  In lieu of exercising certain rights
and remedies under the HD Smith Loan Agreements, HD Smith, the
Company and PrairieStone entered into the Forbearance Agreement.

During the Forbearance Period, HD Smith has agreed to forbear from
exercising its rights under the HD Smith Loan Agreements to permit
the Company and PrairieStone to seek a purchaser for all of
PrairieStone's member interests or substantially all of its
assets.  During the Forbearance Period, PrairieStone has agreed to
operate the business in the ordinary course consistent with cash
flow and collateral projections provided to HD Smith.  The
Forbearance Period continues until the earlier of (a) Nov. 18,
2011, or (b) two business days following the receipt of
notification from the prospective purchasers that they no longer
intend to pursue a potential Sale Transaction.

The proceeds of any Sale Transaction, if consummated, will be used
to pay PrairieStone's outstanding borrowings under the HS Smith
Note, which currently are $4.8 million, plus accruing interest and
any costs associated with enforcing HD Smith's rights under the HD
Smith Loan Agreements.  HD Smith has agreed to accept an amount
not less than $2.0 million in full satisfaction of the HD Smith
Payment Obligation.  In addition, any purchaser of the
PrairieStone business would be obligated to assume any outstanding
trade debt for pharmaceutical products purchased by PrairieStone
from HD Smith.

In consideration of HD Smith entering into the Forbearance
Agreement (a) the Company has agreed to pay HD Smith a weekly cash
payment equal to the decline, if any, in value of PrairieStone's
cash, inventory and accounts receivable collateral during the
Forbearance Period; (b) the Company has put $100,000 cash in a
reserve account held by HD Smith to be drawn on by HD Smith in the
event the Company fails to make any required Collateral
Maintenance Payment; and (c) PrairieStone has paid outstanding
accrued interest on the HD Smith Indebtedness as of Oct. 1, 2011,
and will make a further payment of accrued interest on November 1,
2011.  In the event the Collateral Deposit Account balance falls
below $100,000, Arcadia has agreed to cause the potential
purchaser of the business to deposit a sufficient amount of funds
to bring the balance of the Collateral Deposit Account back to
$100,000 within three calendar days.  The Forbearance Agreement
automatically terminates if Arcadia fails to fulfill this
requirement.  Whether or not a Sale Transaction is completed, HD
Smith will have the right to any funds in the Collateral Deposit
Account at the end of the Forbearance Period and will apply those
funds to outstanding obligations of PrairieStone.

During the seven days following the effective date of the
Forbearance Agreement, PrairieStone and HD Smith will mutually
agree on a plan to wind down the business in the event a Sale
Transaction is not completed.  If the Plan is mutually agreed,
upon termination of the Forbearance Period, PrairieStone will (a)
implement the Plan, (b) immediately surrender to HD Smith any
Collateral not reasonably required to implement the Plan, and (c)
pay to HD Smith weekly all PrairieStone cash receipts in excess of
the amounts needed to pay budgeted cash expenses.  If a Plan is
not mutually agreed and a Sale Transaction is not completed, at
the end of the Forbearance Period PrairieStone has agreed to
immediately surrender all Collateral to HD Smith.  HD Smith and
PrairieStone are currently discussing the terms of the Plan.

As part of the Forbearance Agreement, PrairieStone has
acknowledged that it is in default under the HD Smith LOC
Agreement and HD Smith Note.  PrairieStone and Arcadia have agreed
to waive and release all claims and defenses as of the effective
date of the Forbearance Agreement and have waived a right to a
jury trial.  Arcadia and PrairieStone have reaffirmed the terms of
the applicable HD Smith Loan Agreements.

                     About Arcadia HealthCare

Arcadia HealthCare is a service mark of Arcadia Resources, Inc.
(nyse amex:KAD), and is a leading provider of home care, medical
staffing and pharmacy services under its proprietary DailyMed
program. The Company, headquartered in Indianapolis, Indiana, has
65 locations in 18 states.  Arcadia HealthCare's comprehensive
solutions and business strategies support the Company's vision of
"Keeping People at Home and Healthier Longer."

The Company's balance sheet at June 30, 2011, showed
$25.85 million in total assets, $48.57 million in total
liabilities, and a $22.72 million total stockholders' deficit.

The Company reported a net loss of $14.35 million on
$100.04 million of revenues for the fiscal year ended March 31,
2011, compared with a net loss of $31.09 million on $98.08 million
of revenues for the fiscal year ended March 31, 2010.

BDO USA, LLP, in Troy, Michigan, expressed substantial doubt about
Arcadia Resources' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.


ATHENS HOUSING: S&P Cuts Rating on Series 2003 Bonds to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Athens Housing Authority, Ga.'s (Clarke Gardens Apartments
Project) multifamily housing revenue bonds series 2003 to 'BB-'
from 'BB'.

"The downgrade is based on our view of the project's reliance on
short-term market rate investments, the insufficiency of revenues
from mortgage debt service payments and investment earnings to pay
full and timely debt service on the bonds plus bond costs beyond
Feb. 2024, and debt service coverage falling below investment-
grade levels by Feb. 2024," said Standard & Poor's credit analyst
Stephanie Wang.

Credit strengths of the issue include our opinion of the high
credit quality of the assets consisting of a Ginnie Mae mortgage-
backed security; investments held in Fidelity Institutional money
market fund - Treasury portfolio; and an asset-to-liability ratio
of 101.46% as of May 31, 2011.

"Based on Standard & Poor's current stressed reinvestment rate
assumptions for all scenarios as set forth in the related criteria
for certain federal government-enhanced housing transactions, we
believe that the bonds are able to meet costs from transaction
cash flows for the term of bonds at 'BB-' levels," S&P related.


AVION POINT: Files Ch. 11 Plan, to Sell Apopka After Bankr. Exit
----------------------------------------------------------------
Avion Point West LLC and its affiliate, Orlando Country Aviation
Services Inc., have filed a reorganization plan dated Oct. 6,
2011, and an explanatory disclosure statement.

A hearing on the adequacy of the information in the Disclosure
Statement is scheduled for Nov. 2, 2011, at 02:00 P.M.

Under the Plan, the Debtor will (i) continue to work with the City
of  Apopka for the sale of the Avion property and the development
of the Orlando Apopka Airport for 12 months after consummation;
and (ii) if the sale to the City of Apopka does not close within
12 months after the Effective Date, the property of both Orlando
Country Aviation and Avion will be sold at auction.  Each allowed
secured claim will have the right to credit bid according to their
priority on the relevant property.

On the Effective Date, the operation of the reorganized Debtor
will be the general responsibility of the Board of Directors and
members of the Debtor, who will have the responsibility for the
management, control, and operation of the reorganized Debtor.

The classification and treatment of claims under the Plan are:

     A. Class I (Allowed Other Secured Claims) - The Debtor is not
        aware of any claims in this class.  The Plan does not
        alter the legal, equitable, or contractual rights of the
        holders of these Claims.

     B. Class II (Allowed Non-Tax Priority Claims) ? The Debtor is
        not aware of any claims in this Class. Holders of these
        Claims will receive on account of such Claims, cash in the
        amount of these Claims.

     C. Class III (Allowed Interests of Members/Stockholders) ?
        The Plan does not alter the legal, equitable or
        contractual rights of the owner.

     D. Class IV (Allowed Secured Claims of Orange County Tax
        Collector) - This Class consists of the Claims for real
        estate property taxes in the approximate amount of
        $30,425.  The holder of these Claims will receive cash
        in the amount of the Allowed Secured Claim.

     E. Class V (Allowed Secured Claims of Tax Certificate
        Holders) - This Class consists of the Claims of tax
        certificate holders for real estate property taxes in the
        approximate amount of $200,000.  The holder of these
        Claims will receive cash in the amount of the Allowed
        Secured Claims.

     F. Class VI (Allowed Secured Claim of Alterna Capital Funding
        LLC) - The holder of this Allowed Claim will retain the
        lien on the property securing the Claim.  If the Avion
        property sells to the City of Apopka within 12 months of
        the Effective Date, this claim will be paid in full or as
        agreed upon by the Debtor or the holder of the claim.  If
        the Avion property does not sell to the City of Apopka
        within 12 months of the Effective Date, the properties
        will be sold at auction and the holder of the Allowed
        Claim will be paid after the expenses of the auction
        according to its priority in the relevant property.
        Alterna has filed a secured claim for $3.9 million against
        the Debtors.

     G. Class VII (Allowed Secured Claim of Rubright Family
        Limited Partnership) - The holder of this Allowed Claim
        will retain the lien on the property securing the Claim.
        If the Avion property sells to the City of Apopka within
        12 months of the Effective Date, this claim will be paid
        in full or as agreed upon by the Debtor or the holder of
        the claim.  If the Avion property does not sell to the
        City of Apopka within 12 months of the Effective Date,
        the properties will be sold at auction and the holder of
        the Allowed Claim will be paid after the expenses of the
        auction according to its priority in the property.
        Rubright has filed a secured claim of $240,000 against the
        Debtors.

     H. Class VIII (Allowed Secured Claim of GE Management, LLC) ?
        The holder of this Allowed Claim shall retain the lien on
        the property securing the Claim.  If the Avion property
        sells to the City of Apopka within 12 months of the
        Effective Date, this claim will be paid in full or as
        agreed upon by the Debtor or the holder of the claim.  If
        the Avion property does not sell to the City of Apopka
        within 12 months of the Effective Date, then the
        properties will be sold at auction and the holder of the
        Allowed Claim will be paid after the expenses of the
        auction according to its priority in the relevant
        property.  GE Management has filed a secured claim of
        $300,000 against the Debtors.

     I. Class IX (Allowed Secured Claim of Joemar Capital
        Investments) - The holder of this Allowed Claim will
        retain the lien on the property securing the Claim.  If
        the Avion property sells to the City of Apopka within 12
        months of the Effective Date, this claim will be paid in
        full or as agreed upon by the Debtor or the holder of the
        claim.  If the Avion property does not sell to the City of
        Apopka within 12 months of the Effective Date, then the
        properties will be sold at auction and the holder of the
        Allowed Claim will be paid after the expenses of the
        auction according to its priority in the relevant
        property.  Joemar has filed a secured claim of $453,000
        against the Debtors.

     J. Class X (Allowed Secured Claim of George S. Hammond) ?
        The holder of this Allowed Claim will retain the lien on
        the property securing the Claim.  If the Avion property
        sells to the City of Apopka within 12 months of the
        Effective Date, this claim will be paid in full or as
        agreed upon by the Debtor or the holder of the claim.  If
        the Avion property does not sell to the City of Apopka
        within twelve months of the Effective Date, then the
        properties will be sold at auction and the holder of the
        Allowed Claim will be paid after the expenses of the
        auction according to its priority in the relevant
        property.  George S. Hammond has filed a secured claim of
        $474,382 against the Debtors.


     K. Class XI (Allowed Secured Claim of JEM Equipment Corp.) ?
        The holder of this Allowed Claim will retain the lien on
        the property securing the Claim.  If the Avion property
        sells to the City of Apopka within 12 months of the
        Effective Date, this claim will be paid in full or as
        agreed upon by the Debtor or the holder of the claim.  If
        the Avion property does not sell to the City of Apopka
        within twelve months of the Effective Date, then the
        properties will be sold at auction and the holder of the
        Allowed Claim will be paid after the expenses of the
        auction according to its priority in the relevant
        property.  JEM has filed a secured claim of $500,000
        against Avion.

     L. Class XII (Allowed Secured Claim of Richard C. Browne) ?
        The holder of this Allowed Claim will retain the lien on
        the property securing the Claim.  If the Avion property
        sells to the City of Apopka within 12 months of the
        Effective Date, this claim will be paid in full or as
        agreed upon by the Debtor or the holder of the claim.  If
        the Avion property does not sell to the City of Apopka
        within twelve months of the Effective Date, then the
        properties will be sold at auction and the holder of the
        Allowed Claim will be paid after the expenses of the
        auction according to its priority in the relevant
        property.  Richard C. Browne has filed a secured claim of
        $840,000 against the Debtors.

     M. Class XIII (Allowed Secured Claim of Central Florida State
        Bank) - The holder of this Allowed Claim will retain the
        lien on the property securing the Claim.  If the property
        sells to the City of Apopka within 12 months of the
        Effective Date, this claim will be paid in full or as
        agreed upon by the Debtor or the holder of the claim.  If
        the Avion property does not sell to the City of Apopka
        within twelve months of the Effective Date, then the
        properties will be sold at auction and the holder of the
        Allowed Claim will be paid after the expenses of the
        auction according to its priority in the relevant
        property.  The Bank has filed a secured claim of $240,058
        against Avion.

     N. Class XIV (Allowed Secured Claim of Lydia Goetz Revocable
        Trust) ? The holder of Allowed Claim will retain the lien
        on the property securing the Claim.  If the Avion property
        sells to the City of Apopka within 12 months of the
        Effective Date, this claim will be paid in full or as
        agreed upon by the Debtor or the holder of the claim.  If
        the Avion property does not sell to the City of Apopka
        within twelve months of the Effective Date, then the
        properties will be sold at auction and the holder of the
        Allowed Claim will be paid after the expenses of the
        auction according to its priority in the relevant
        property.  Lynda Goetz has filed a secured claim of
        $500,000 against the Debtors.

     O. Class XV (Allowed Secured Claim of Luddy, LLC) - The
        holder of this Allowed Claim shall retain the lien on the
        property securing the Claim. If the Avion property sells
        to the City of Apopka within 12 months of the Effective
        Date, this claim will be paid in full or as agreed upon by
        the Debtor or the holder of the claim.  If the Avion
        property does not sell to the City of Apopka within 12
        months of the Effective Date, then the properties will be
        sold at auction and the holder of the Allowed Claim will
        be paid after the expenses of the auction according to its
        priority in the relevant property.  The holder of the
        Allowed Claim will have the right to credit bid at the
        auction.  Ludy has filed a secured claim of $420,000
        against the Debtors.

     P. Class XVI (Allowed Secured Claim of James H. Schluraff
        Trust) ? The holder of this Allowed Claim shall retain the
        lien on the property securing the Claim.  If the Avion
        property sells to the City of Apopka within 12 months of
        the Effective Date, this claim shall be paid in full or as
        agreed upon by the Debtor or the holder of the claim.  If
        the Avion property does not sell to the City of Apopka
        within 12 months of the Effective Date, then the
        properties will be sold at auction and the holder of the
        Allowed Claim will be paid after the expenses of the
        auction according to its priority in the relevant
        property.  The holder of the Allowed Claim will have the
        right to credit bid at the auction.  The Trust has filed a
        secured claim of $400,000 against the Debtors.

     Q. Class XVII (Allowed Secured Claim of Charlotte S.
        Schluraff Trust) - The holder of this Allowed Claim will
        retain the lien on the property securing the Claim.  If
        the Avion property sells to the City of Apopka within 12
        months of the Effective Date, this claim will be paid in
        full or as agreed upon by the Debtor or the holder of the
        claim.  If the Avion property does not sell to the City of
        Apopka within 12 months of the Effective Date, then the
        properties will be sold at auction and the holder of the
        Allowed Claim will be paid after the expenses of the
        auction according to its priority in the relevant
        property.  The holder of the Allowed Claim will have the
        right to credit bid at the auction.  The Trust has filed a
        secured claim of $408,000 against the Debtors.

     R. Class XVIII (Allowed Secured Claim of Internal Revenue
        Service) - The holder of this Allowed Claim will retain
        the lien on the property securing the Claim.  If the Avion
        property sells to the City of Apopka within 12 months of
        the Effective Date, this claim will be paid in full or as
        agreed upon by the Debtor or the holder of the claim.  If
        the Avion property does not sell to the City of Apopka
        within 12 months of the Effective Date, then the
        properties will be sold at auction and the holder of the
        Allowed Claim will be paid after the expenses of the
        auction according to its priority in the property.  The
        holder of the Allowed Claim will have the right to credit
        bid at the auction.  The IRS has filed a secured claim of
        $30,444 against the Debtors.


     S. Class XIX (Allowed Claims of Unsecured Creditors) - If the
        Avion property sells to the City of Apopka within 12
        months of the Effective Date, this claim will be paid in
        full or as agreed upon by the Debtor or the holder of the
        claim.  If the Avion property does not sell to the City of
        Apopka within twelve months of the Effective Date, then
        the properties will be sold at auction and the holders of
        the Allowed Claims will be paid pro rata distributions on
        their claim after the secured claims and the expenses of
        the auction are paid under the plan.  Unsecured creditors
        has filed claims totaling $1,278,708.60 against the
        Debtors.


     T. Class XX (Allowed Unsecured Claims of Insider) ? The
        Debtor estimates the amount of Allowed Unsecured Claims of
        Insider is $459,723.00.  The holder of the Claim will be
        subordinated to the other claims in this case.  The
        holders of these claims will receive pro rata
        distributions of the sale to the City of Apopka or the
        auction after other creditors are paid.

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

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

                      About Avion Point West

Based in Longwood, Florida, Avion Point West LLC and its
affiliate, Orlando Country Aviation Services Inc., filed for
Chapter 11 bankruptcy protection (Bank. M.D. Fla. Case Nos.
11-10364 and 11-10365) on July 8, 2011.  Judge Karen S. Jennemann
presides over the Debtors' cases.  Frank M. Wolff, Esq., at Wolff
Hill McFarlin & Herron PA, represents the Debtor.  In its
schedules, the Debtor disclosed $18,075,314 in total assets and
$9,238,057 in total debts.

The petitions were signed by James PA Thompson, the managing
member.  Mr. Thompson is the developer of Orlando Apopka Airport
in northwest Orange County.  During the past decade, Mr. Thompson
has transformed Orlando Apopka Airport, on U.S. Highway 441
between Plymouth and Zellwood, from an old airfield called Orlando
Country Airport into a complex of hangar condominiums whose owners
now control the facility.


BANKUNITED FINANCIAL: Plan Outline Hearing Continued Until Nov. 21
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
continued until Nov. 21, 2011, at 11:00 a.m., the hearing to
consider adequacy of the disclosure statement in explaining the
terms of the proposed Chapter 11 Plan for Bankunited Financial
Corp. as proposed by the Official Committee of Unsecured
Creditors.

As reported in the Troubled Company Reporter on June 20, 2011, the
Committee filed a Second Amended Chapter 11 Plan of Liquidation
and related Disclosure Statement.  Under the Plan, administrative
claims, priority tax claims, BUFS secured claims, BUFS general
unsecured claims and CRE general unsecured claims will be paid in
full.

In the Disclosure Statement, the Creditors Committee asserted,
"The Debtors maintain that the Plan forfeits an asset that could
have substantial value, namely net operating loss carryforwards,
which will be lost upon confirmation of the Plan or any other
liquidating plan.  However, given the failure of any party to come
forward with a binding offer to serve as a sponsor of a
reorganization plan (despite significant and prolonged efforts at
great expense to the BUFC Estate to find such a sponsor) and the
inability of the Debtors to confirm a plan of reorganization
without such a sponsor, the Committee believes that the Plan
presently is the only viable option and by, among other things,
streamlining costs, is in the best interests of creditors."

The TCR reported that the Plan is based, in part, upon the
assumption that the Court will approve a settlement with the FDIC,
under which the FDIC has agreed to amend its proofs of claim from
$1 billion to no more than $45 million.  In the event the Court
denies the settlement with the FDIC, the Committee anticipates
that it will amend the Plan and Disclosure Statement.

                      About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22, 2009.
Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen
LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. disclosed
$37,729,520 in assets against $559,740,185 in debts.  Aside from
those assets, BankUnited said that a "valuable" asset is its $3.6
billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.


BARBETTA LLC: Plan Filing Period Extended to Oct. 18
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has extended Barbetta, LLC's exclusive period to file its
plan of reorganization and disclosure statement until Oct. 18,
2011.

                       About Barbetta, LLC

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

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

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


BEAZER HOMES: FMR LLC Discloses 8.5% Equity Stake
-------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they beneficially own 6,431,597 shares of common stock of
Beazer Homes USA Incorporated representing 8.498% of the shares
outstanding.  As previously reported by the TCR on Feb. 28, 2011,
the reporting persons disclosed beneficial ownership of 11,351,604
shares of common stock or 15.002% equity stake.  A full-text copy
of the amended Schedule 13G is available for free at:

                        http://is.gd/fUG4L1


                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at June 30, 2011, showed $2 billion in
total assets, $1.76 billion in total liabilities, and $241 million
in total stockholders' equity.

                           *     *     *

As reported by the TCR on Sept. 14, 2011, Moody's Investors
Service downgraded the corporate family and probability of default
ratings of Beazer Homes USA, Inc. to Caa2 from Caa1.  The
downgrade reflects Moody's expectations that the conditions in
the homebuilding industry will continue to put pressure on
Beazer's operating and financial metrics, resulting in operating
losses, negative cash flow generation, elevated debt leverage, and
declines in equity over the next two years.  Additionally, Moody's
expect the company to continue burning cash from its land spend.
In addition, Moody's expects Beazer to continue experiencing
declines in deliveries and revenues into 2012.

Fitch Ratings has downgraded its ratings for Beazer Homes USA,
Inc., including the company's Issuer Default Rating (IDR) to 'CCC'
from 'B-'.  The ratings downgrade reflects Fitch's belief new
housing activity will remain weak through at least 2012 and the
company's liquidity position is likely to erode in the next 18
months.  With the recent softening in the economy and lowered
economic growth expectations for 2011 and 2012, the environment
may at best support a relatively modest recovery in housing
metrics over the next year and a half.  Fitch had previously
forecast a slightly more robust housing environment in 2011 and
2012.


BERNARD L. MADOFF: Trustee Accuses Defendants of Forum Shopping
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when the U.S. Supreme Court ruled on a case in June
called Stern v. Marshall, the court said the opinion was narrow
and wouldn't have a major effect on bankruptcy court.  The Stern
ruling may be having more effect than the high court predicated,
if the liquidation of Bernard L. Madoff Investment Securities
LLC is a gauge.

According to Mr. Rochelle, taken narrowly, the Stern case ruled
that bankruptcy courts don't have power under the U.S.
Constitution to make final judgments on counterclaims against
creditors based on state law.

Mr. Rochelle relates that the Madoff trustee filed papers in U.S.
District Court citing how 247 of his lawsuits for recovery of
false profits have been or may be taken out of the bankruptcy
court, in part based on the Stern decision.   Lawyers for Irving
Picard, the Madoff trustee, argue that defendants are misreading
Stern while "blatantly engaging in forum shopping."

The trustee, the report notes, points to how the bankruptcy judge
has already upheld similar complaints at an early stage of the
lawsuit.  In at least one case, the defendant who lost in
bankruptcy court was rebuffed when attempting to take an appeal.
In that case, U.S. District Judge Kimba M. Wood concluded that the
ruling by the bankruptcy court seemed on firm footing.

Mr. Rochelle discloses that defendants seeking to remove lawsuits
from bankruptcy court are contending that their cases should go to
U.S. District Judge Jed Rakoff, who was the first to rule that
non-bankruptcy law issues compelled removal of the suits from
bankruptcy court.  In a case involving the owners of the New York
Mets, Judge Rakoff took the next step, didn't refer to Wood's
decision, and concluded that the trustee can't seek to recover
false profits taken out more than two year before bankruptcy.  The
trustee was aiming for recoveries going back six years.  Judge
Rakoff also said the trustee is barred from taking back
preferences.

Mr. Rochelle relates that during a court hearing, Judge Rakoff
defended his decisions to take so-called withdrawal-of-the-
reference motions into his court.  Judge Rakoff said that local
procedural rules provide that all withdrawal motions from a
bankruptcy case should go to the same district judge.  By
contrast, Judge Rakoff said, appeals are assigned randomly and
thus multiple appeals could go to several different judges.

Mr. Rochelle notes that a motion to withdraw the reference is
where one party, typically a defendant, contends that a lawsuit
brought in bankruptcy court involves subject matter that by law
must or can be heard in a U.S. District Court.  The Madoff
trustee's filing was made in opposition to one such withdrawal-of-
the-reference motion.

The lawsuit in district court is Picard v. M&B Weiss Family
Limited Partnership (In re Bernard L. Madoff Investment Securities
LLC), 11-06244, U.S. District Court, Southern District of New York
(Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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


BRADFORD ACADEMY: S&P Lowers Rating on Revenue Bonds to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B-' from 'BBB-' on Michigan Public Educational Facilities
Authority's limited obligation revenue bonds, series 2007 and
series 2009, issued on behalf of Bradford Academy (Bradford) and
placed the rating on CreditWatch with negative implications.

"The lowered rating reflects our view of Bradford's lack of
available liquidity and a sharp enrollment decline that has
escalated fiscal 2012 debt service to more than 25% of state aid;
the highest level allowed under Michigan legislation is 20%," said
Standard & Poor's credit analyst Shari Sikes. "The CreditWatch
negative reflects our expectation that during the next 90 days,
the academy's ability to cover its fiscal 2012 debt service
obligations will become more evident as it submits final
enrollment counts to the state and modifies its budget," Ms. Sikes
added.

Bradford does not have adequate cash reserves to cover a potential
budget shortfall. Furthermore, state spending beyond the 20%
permitted by legislation could open the academy to state
remediation, the extent of which is also not clear at this time.


BRITT MOTORSPORTS: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Wayne Faulkner at StarNewsOnline.com reports that Britt
Motorsports LLC, based in Wilmington, North Carolina, filed
for Chapter 11 protection (Bankr. E.D.N.C. Case No. 11-07688) on
Oct. 7, 2011, listing assets of $5,050,947, and debts of
$8,278,338.

According to the report, creditors with the largest claims include
Crescent State Bank and GE Mortgage.  Documents also show that the
company owes New Hanover County 2011 taxes of about $16,700 on its
25,000-square-foot facility at 6431 Market St.

Ms. Faulkner relates that owner Scott Britt said Wednesday that
the dealerships will continue to operate, business as usual, with
plans to continue beyond.  "We plan to remain open for business,
while securing jobs for our staff and family," Mr. Britt said in a
statement.

The report notes Mr. Britt said the motorcycle dealership has
downsized its business locations, laid off staff, and reduced
inventories.

In addition to 6431 Market, Britt Motorsports also owns property
at 6418 and 6412 Market and in Morehead City, says Mr. Faulkner
citing papers filed with the Court.

Judge J. Rich Leonard presides over the case.  Trawick H Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., represents the Debtor.


BRIXMOR LLC: Moody's Raises Sr. Unsecured Debt Rating to 'Caa1'
---------------------------------------------------------------
Moody's Investors Service has upgraded the senior unsecured debt
ratings of Brixmor LLC (formerly Centro NP LLC) to Caa1, from Caa2
with a stable outlook reflecting its acquisition by Brixmor
Property Group, Inc., an affiliate of Blackstone Real Estate
Partners VI, L.P. This rating action concludes the review. The
stable rating outlook reflects the conclusion of the sale and
Moody's expectation that Brixmor LLC will improve its operational
strength through enhanced leasing, while managing its debt
maturities with adequate liquidity and stable credit metrics.

These ratings were upgraded to Caa1 with a stable outlook:

Brixmor LLC (formerly Centro NP LLC and New Plan Realty Trust) --
Senior unsecured debt at Caa1; medium-term notes at Caa1.

RATINGS RATIONALE

The current ratings reflect Brixmor LLC's (formerly Centro NP LLC
and New Plan Excel Realty Trust, Inc.) position as one of the
largest owners and operators of community and neighborhood
shopping centers in the USA. On June 28, 2011, Brixmor Property
Group, Inc. (formerly BRE Retail Holdings, Inc., an affiliate of
Blackstone Real Estate Partners VI, L.P.) acquired all of Centro
Properties Group's US assets and platform, including Centro NP
LLC, which is now called Brixmor LLC as of September 28, 2011. The
transaction had an enterprise value of approximately US$9 billion.
As of June 30, 2011, Brixmor LLC had gross assets of $3.4 billion
with interests in 585 properties in 39 states. This includes 173
wholly-owned properties, one property held through a consolidated
joint venture, and 411 properties held through unconsolidated
joint ventures.

Moody's views the acquisition of Brixmor LLC by Brixmor Property
Group as a credit positive since Brixmor Property Group is
financially more stable than Brixmor LLC's former parent, Centro
Property Group and the transaction reduces organizational
complexities. However, the Caa1 ratings continue to reflect weak
unencumbered asset values supporting the unsecured bonds providing
potentially insufficient recovery in the event of default,
dependence upon Brixmor Property Group's highly levered US
platform, and soft retail fundamentals.

Brixmor LLC has positive cashflow from operations and a manageable
near term debt maturity schedule. There are no remaining debt
maturities due in 2011 and $155 million coming due in 2012,
primarily consisting of the $125 million unsecured notes maturing
in September 2012. With no credit facility, Brixmor LLC is
expected to internally finance itself through cashflow from
operations and mortgage refinancings.

Brixmor Property Group will continue to operate all the US retail
shopping center properties from Brixmor LLC's New York City
headquarters, utilizing an external manager (Brixmor US Management
JV2, LP) and Brixmor LLC's nationwide operating infrastructure and
staff. The combined US portfolio is the largest landlord to many
of the top ten national retailers in its portfolio, which includes
more than 4,000 tenants. While geographically diverse, Brixmor LLC
shows some market concentration as it derives 23.6% of its
consolidated annualized base rent from properties located in
Texas, 14.1% in Florida, 8.2% in New York, 7.2% in Ohio, and 6.4%
in California at YE10. Reflecting the difficult operating
environment for retailers, Brixmor LLC's consolidated portfolio
was 83% leased at 2Q11(87% including pro-rata share of $873
million investments in 411 unconsolidated joint venture
properties) compared to 86% leased at YE10.

Moody's notes the decline in Brixmor LLC's credit metrics such as
fixed charge coverage to 1.7x at 2Q11 from 2.4x at 2Q10 reflecting
downward pressure on earnings from the difficult retail
environment and high interest expense. While overall leverage
within Brixmor LLC appears moderate at 45%, net debt/EBITDA is
high at 9.6x as of June 30, 2011. Secured debt/gross assets has
increased to 30% at 2Q11 compared to 14% at 2Q10 as maturing
unsecured notes are replaced with secured debt.

Moody's stated that further rating improvement would be contingent
upon continued strengthening of its credit profile: maintenance of
at least a 1.7x fixed charge coverage (inclusive of capitalized
interest); net debt/EBITDA approaching 9x; and improved operating
performance as reflected in higher occupancy and adequate
liquidity for 24 months. Negative rating pressure would result
from any deterioration in Brixmor LLC's credit profile such that
its fixed charge coverage (inclusive of capitalized interest)
declined to below 1.5x; net debt/EBITDA increased above 10x; and
no material improvement in operating performance most likely
resulting from leasing issues.

The last rating action with respect to Centro NP was on March 1,
2011 when its ratings were placed on review direction uncertain.

The principal methodology used in this rating was the Global
Rating Methodology for REITs and Other Commercial Property Firms
published in July 2010.

Brixmor LLC, headquartered in New York City, owns and operates
community and neighborhood shopping centers. The company had
assets of $3.4 billion and equity of $1.6 billion at June 30,
2011.


BROADSTRIPE LLC: Officially Has Oct. 26 Disclosure Hearing
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy court set a hearing on Oct. 26 for
approval of the disclosure statement explaining a Chapter 11 plan
for Broadstripe LLC.  As contemplated in the plan, there will be
an auction on Oct. 20 to determine if a $95 million bid from a
group of buyers is the best price to finance the liquidating plan.

The sale will be completed as part of the process of implementing
a confirmed plan.  One of the buyers is WaveDivision Holdings LLC.
The first-lien secured lenders have consented to the sale even
though it pays less than half their debt and financing for the
Chapter 11 case, a court filing says.

Mr. Rochelle recounts that the bankruptcy court in December
approved a settlement with first- and second-lien lenders.  The
settlement is to be implemented in the plan.  The first-lien debt
is $181 million while second-lien debt now owed to Highland
Capital Management LP is $91.9 million.  There is another $10.3
million of second-lien debt owed to other creditors.  Highland is
to receive nothing on its portion of the second-lien debt.
General unsecured claims amount to about $54.4 million.  Should
Highland chose, the settlement allows it to bid its secured debt
at auction.

Broadstripe, the report notes, filed an operating report showing a
$1.5 million net loss in August on revenue of $7.6 million.
Expenses contributing to the loss included depreciation of $1.3
million and $1.9 million in interest expense to senior lenders.

                      About Broadstripe LLC

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

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

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


CANDLELIGHT PROPERTIES: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------------
Chris Schilling at the Republic reports that Candlelight
Properties LLC, owner of Candlelight Village mobile home park, has
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court in Indianapolis to allow the company to reorganize its
finances to pay off an $18 million loan.


CARTER'S GROVE: Exclusive Solicitation Period Extended to Jan. 9
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
has granted Carter's Grove, LLC's second motion for the extension
of its exclusive solicitation period from Oct. 11, 2011, through
and including Jan. 9, 2012.

On June 14, 2011, the Debtor filed its Plan of Reorganization and
Disclosure Statement with U.S. Bankruptcy Court for the Northern
District of California.  The Debtor has since filed an Amended
Plan and Amended Disclosure Statement.

In the second motion for extension of its exclusive solicitation
period, the Debtor related that secured creditors holding 99.5% of
the claims filed against or by the Debtor have again consented to
the requested extension.

                        About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia-area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  In its
schedules, the Debtor disclosed $15,956,417 in assets and
$12,483,984 in liabilities.

On July 14, 2011, the Debtor's bankruptcy case was transferred to
the U.S. Bankruptcy Court for the Eastern District of Virginia,
Newport News Division.

Debra I. Grassgreen, Esq., and John W. Lucas, Esq., at Pachulski
Stang Ziehl & Jones LLP, in San Francisco, Calif., serve as
counsel.  Robert S. Westermann, Esq., and Sheia deLa Cruz, Esq.,
at Hirschler Fleischer, P.C., in Richmond, Va., serves as local
bankruptcy counsel.


CATASYS INC: Amends 11 Million Common Shares Offering
-----------------------------------------------------
Catasys, Inc., filed with the U.S. Securities and Exchange
Commission Amendment No. 4 to Form S-1 registration statement in
connection with its offering of up to 11,000,000 shares of common
stock and warrants to purchase up to 11,000,000 shares of common
stock.  Each investor will receive five-year warrants to purchase
an aggregate of up to 11,000,000 shares of common stock at a price
of $[___] per share.  The Company is not required to sell any
specific dollar amount or number of shares of common stock or
warrants, but will use its best efforts to sell all of the shares
of common stock and warrants being offered.  The offering expires
on the earlier of (i) the date upon which all of the shares of
common stock and warrants being offered have been sold, or (ii)
Nov. 30, 2011.

The Company's common stock is traded on the Pink Sheets under the
symbol "CATS.PK".  On Oct. 5, 2011, the last reported sales price
for the Company's common stock was $0.30 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/tAv4Gv

                        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.


CAVIATA ATTACHED: Can Access Senior Lender's Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has
authorized Caviata Attached Homes, LLC, to use cash collateral of
U.S. Bank National Association, successor-in-interest to the
Federal Deposit Insurance Corporation, receiver for California
National Bank, nunc pro tunc to pay obligations in operating and
maintaning the 184-unit apartment complex located at 950 Henry Orr
Parkway. Sparks, Nevada.

The Debtor will continue to make monthly payments of $120,500 to
U.S. Bank, due by the 15th day of each month.

As reported in the TCR on Aug. 24, 2011, Alan R. Smith, Esq.,
representing Caviata Attached Homes, told the Court that the
Debtor does not have the ability to meet the ongoing postpetition
obligations with respect to maintaining and preserving the real
property and paying the monthly operating expenses unless they can
have the immediate ability to use cash collateral to pay the
monthly expenses.

Mr. Smith stated that the value of the Debtor's assets can only be
maximized through continued leasing of the property.  He contended
that the property cannot continue to be leased if this Debtor is
not permitted to use cash collateral to pay its operating
expenses.

                   About Caviata Attached Homes

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

Joshua D. Wayser, Esq., at Katten Muchin Rosenman LLP, represents
senior lender U.S. Bank National Association.

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


CHARLESTON ASSOCIATES: Wants Plan Filing Deadline Moved to Nov. 30
------------------------------------------------------------------
Charleston Associates, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to further extend its exclusive periods to
file a plan and solicit acceptances thereof through and including
Nov. 30, 2011, and Jan. 31, 2012, respectively.

This is the Debtor's fifth motion to extend the exclusivity
periods.

The Debtor relates that it has discussed the proposed plan with
the Debtor's principal secured lender, but it has still to obtain
the secured lender's consent to its treatment under the Plan.  The
Debtor says it is prepared to move forward with a non-consensual
plan in the unlikely event that it cannot reach an agreement.

The Debtor says it needs a period of 60 days to schedule and hold
a hearing on approval of the disclosure statement, and to solicit
acceptances of its plan.

                   About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group.
It owns a portion of a large community shopping center located in
Las Vegas.  The entire shopping center is known as The Shops at
Boca Park.  It encompasses almost 55 acres and is situated at the
northeast corner of the intersection of Charleston Boulevard and
Rampart Boulevard.  Charleston's current portion of the shopping
center consists of a 20.4 acre parcel located at 700-750 S.
Rampart Boulevard, Las Vegas, that is commonly known as Boca
Fashion Village.  Boca Fashion contains, among other things, a
130,000+ square foot parcel of real estate that is currently
leased to Sears Roebuck & Company.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean C. Gramlich,
Esq., and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Laura Davis
Jones, Esq., Bradford J. Sandler, Esq., and Kathleen P. Makowski,
Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Del.,
represents the Debtor as Delaware counsel.  In its schedules, the
Debtor disclosed $92,348,446 in assets and $65,064,894 in
liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represent the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., and Steven K. Kortanek, Esq., at Womble Carlyle Sandridge &
Rice, PLLC, in Wilmington, Del., represents the Committee as
Delaware counsel.


CKX INC: S&P Withdraws Prelim. 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its preliminary 'B'
corporate credit rating on New York-based CKX Inc., owner of the
"American Idol" TV show and its international versions, as well as
several other entertainment properties. "In addition, we withdrew
our preliminary issue-level rating on the company's proposed first
lien revolving credit facility and second lien senior secured
notes. The company had postponed its bond offering in early July,
and hasn't returned to the market with a new or revised deal," S&P
said.


CLIVER DEV'T: Creditor Wants Case Dismissed as Bad Faith Filing
---------------------------------------------------------------
Robert L. Patton, Jr., a creditor and party in interest in the
Chapter 11 case of Cliver Development, Inc., asks the U.S.
Bankruptcy Court for the District of Colorado to dismiss the
Debtor's bankruptcy case, citing that:

  -- the Debtor filed its bankruptcy petition in bad faith to
     "avoid" the Debtor's sale contract with Mr. Patton.

  -- the Debtor has no plan for rehabilitating its affairs --
     other than perhaps engaging in a series of short term
     "vacation leases" that will not generate enough revenue to
     even cover the residence's annual maintenance costs.

Mr. Patton tells the Court that he was the winning bidder at the
public auction of the Debtor's 13,700 square foot residential
property located at 2195 Cresta Rd., Edwards, Colorado, adjacent
to the Beaver Creek ski resort.  At the Aug. 6, 2011 pubic auction
Mr. Patton submitted the winning bid of $6.5 million for the
property.  The sale contract entered into by and between Mr.
Patton and the Debtor provided that the Debtor's sale of the
property would close on Sept. 6, 2011.

Shortly after the auction, Mr. Patton relates, the Debtor
experienced a "seller's remorse" and began to take actions to
prevent or forestall the Debtor's sale of the property.

Counsel for Robert L. Patton, Jr., may be reached at:

         Sven C. Collins, Esq.
         Maxine Martin, Esq.
         PATTON BOGGS LLP
         1801 California Street, Suite 4900
         Denver, CO 80202
         Tel: (303) 894-6370
         Fax: (303) 894-9239
         E-mail: scollins@pattonboggs.com
                 mmasrtin@pattonboggs.com

                     About Cliver Development

Cliver Development, Inc., engages in single family homes
construction.  It was incorporated in 1999 and is based in
Edwards, Colorado.

Cliver Development filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 11-31857) on Sept. 14, 2011.  The Hon.
Howard R. Tallman presides over the case.  David Wadsworth, Esq.,
and Regina Ries, Esq., at Sender & Wasserman, P.C., serve as the
Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $10,301,727 in assets and $11,276,483 in liabilities as
of the Petition Date.


COLT DEFENSE: Moody's Says Caa1 Rating Unaffected by ABL Facility
-----------------------------------------------------------------
Moody's Investors Service said Colt Defense's ratings, including
its Caa1 corporate family rating and Caa1 rating on its $250
million senior unsecured notes due 2017, are not affected by the
company's establishing a new $50 million ABL facility due
September 2016 (unrated). The ratings outlook remains stable.

These summarizes the current ratings:

Corporate family rating at Caa1;

Probability of default rating at Caa1;

$250 million senior unsecured notes due 2017, to Caa1 (LGD-4, 58%)
from Caa1 (LGD-4, 51%)

Speculative grade liquidity rating at SGL-2.

RATINGS RATIONALE

The ABL facility results in a revision to the point estimates for
the Caa1 rated $250 million senior unsecured notes due 2017 to
Caa1 (LGD-4, 58%) from Caa1 (LGD-4, 51%).

The principal methodology used in rating Colt was the Global
Aerospace and Defense Industry Methodology, published June 2010.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Colt Defense LLC, headquartered in West Hartford, CT, manufactures
small arms including the M4 carbine and M16 rifle for the U.S.
military, U.S. law enforcement agencies, and foreign militaries.
Revenues for the last twelve months ended July 3, 2011 totaled
$160 million.


COMPLETE PRODUCTION: S&P Puts 'BB-' CCR on Watch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior unsecured debt ratings on Complete Production
Services Inc. on CreditWatch with positive implications.

"The rating action follows the announcement that Superior Energy
Services will merge with Complete Production Services," said
Standard & Poor's credit analyst Paul Harvey. Superior
(BB+/Positive/--) will be the surviving entity, with existing
Superior shareholders owning 52% of the combined company.

Under the terms of the agreement, Complete stockholders will
receive 0.945 common shares of Superior and cash of $7.00 in
exchange for each share of Complete, for a total transaction value
of $2.7 billion. Superior will also assume about $650 million of
existing Complete debt.

"At the close of the transaction, expected by the end of fourth-
quarter 2011 or first-quarter 2012, we expect to raise the
corporate credit rating and senior unsecured debt ratings on
Complete to 'BB+', the same as Superior Energy. Subsequently, we
will remove the ratings on Complete Energy, as all the existing
debt of Complete will be assumed by Superior," S&P said.


COMSTOCK MINING: Reports 94% Increase in Measured Resources
-----------------------------------------------------------
Comstock Mining Inc. hosted a conference call on Oct. 11, 2011, at
10:00 a.m. Pacific Time/1:00 p.m. Eastern Time for discussion on
the Company's new National Instrument 43-101 technical report.

The 2011 Report declared a mineral resource estimate for the
Comstock Mine Project in Storey and Lyon Counties, Nevada, of
Measured and Indicated Resources containing 1,780,000 gold
equivalent ounces1, and an estimate of an Inferred Resource
containing an additional 990,000 gold equivalent ounces.  The
total of 2,770,000 Measured, Indicated, and Inferred gold
equivalent ounces is a 94% increase over the estimate reported in
the Company's previous NI 43-101 technical report, published in
August 2010.  The 2011 Report also includes an additional 200,000
gold equivalent ounces outside of the modeled area, in the
Historical Resource Category.

The 2011 Report incorporates the results of the Company's recently
completed drilling program, which ran from Oct. 25, 2010, through
Aug. 19, 2011.  The program focused on infill and development
drilling in the Lucerne and Dayton Resource areas, and completed
389 holes, totaling 132,294 feet.  The totals included 374 reverse
circulation (RC) holes, totaling 128,711 feet, and 15 core holes,
totaling 3,583 feet.  The drilling program, designed by the
Company's geological team also included specific drilling
recommendations by Behre Dolbear from the previous technical
report.  The total cost of the program was $4.32 million, with an
average cost per foot of $32.67.

"Validating 2.4 million ounces of gold and over 20 million ounces
of silver is a significant step for our team," stated Corrado De
Gasperis, the Company's Chief Executive Officer, "and represents
the most efficient drilling program in our Company's history, with
a discovery cost of just $6 per gold-equivalent resource ounce, a
truly exceptional result."

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

                        http://is.gd/wPp8Fd

                       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.


CRYSTAL CATHEDRAL: Committee to Seek Sale Plan Approval Nov. 14
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the disclosure statement explaining the plan of
reorganization the Official Committee of Unsecured Creditors is
proposing for Crystal Cathedral Ministries.

The Plan will be funded from these primary sources: (1) at least
$50 million in gross proceeds from the sale of substantially all
of the Debtor's real estate assets; (2) cash on hand on the
confirmation Date; (3) $750,000 from the sale of "personal
property assets", and, to the extent necessary, (4) cash
flow from the Debtor's continued operation of its ministry.

The Committee and the Debtor have received written offers to
purchase the Crystal Cathedral Campus from four parties.  The
interested parties have expressed interest to purchase the campus
with bids ranging from $47.50 million to $53.60 million.

The Plan presents two differing scenarios for the sale of the
Crystal Cathedral Campus, described as Option A and Option B.
Whether Option A or Option B is presented to the Court for
confirmation is dependent upon the Debtor's cooperation in the
sale process prior to the Plan Confirmation hearing.

If the Debtor elects to cooperate with the Committee in its
efforts to maximize the value of the Estate's assets for the
benefit of Creditors, the Debtor will select which of the purchase
proposals that have been pre-approved in writing by the Committee
will be presented to the Court for approval at the Confirmation
Hearing, based on purchase price and any leaseback and repurchase
options offered.

If the Debtor selects the Chapman University $50 million purchase
proposal, the Debtor will lease back the Ministry Buildings at the
rate of $150,000 per month triple net, with 3% annual increases,
for a 15-year term.  Chapman will further lease back to the Debtor
the basement and floors 1 and 2 of of the Family Life Building at
the rate of $65,000 per month triple net, with no annual increases
for a 2 year term.  The Debtor operates its Christian school
facility from these portions of the Family Life Building.  Chapman
will grant to the Debtor the right to repurchase the Ministry
Buildings for $27,500,000 for a period of 4 years from the
Effective Date.

If the Debtor selects the $53,600,000 Roman Catholic Bishop of
Orange (RCBO) purchase proposal, the Debtor can elect whether or
not to lease back certain portions of the Crystal Cathedral
Campus.  If no leaseback occurs, the Estate will receive the
entire $53,600,000, less closing costs.  If a leaseback is elected
by the Debtor, up to $3,600,000 of the proposed purchase price
will be utilized by RCBO as a rent reserve to ensure the Debtor
timely tenders all required lease payments.  If the Debtor vacates
the Crystal Cathedral Campus prior to the end of the second lease
year, any funds remaining in the Rent Reserve will be distributed
to the Plan Agent if at that time all payments required by the
Plan have not been made to Class 12 Creditors, or to the
Reorganized Debtor if all payments required by the Plan have been
made to Class 12 Creditors.

If the Debtor elects to lease back certain portions of the Crystal
Cathedral Campus, RCBO will lease back to the Debtor the Ministry
Buildings, including the Welcoming Center but excluding the
Memorial Gardens, at the rate of $150,000 per month triple net for
a 3-year term.  RCBO will further lease back to the Debtor the
basement and floors 1 and 2 of the Family Life Building at $10,000
per month triple net, through June 30, 2012.

In the event the Debtor elects to oppose the Plan, the Committee,
in its sole discretion, will proceed at the Confirmation Hearing
to seek approval of a sale transaction with a buyer that may not
include the leaseback provisions or repurchase option.

The Committee's plan lists two types of unclassified claims:

     A. Administrative Claims will be paid in full, in cash, on
        the latest of (i) the effective date, (ii) the l0th
        business day after the date upon which the administrative
        claim becomes an allowed administrative claim, or (iii)
        the date upon which the allowed administrative claim
        becomes due.  Administrative claims are projected to be
        $977,002.50.

     B. Priority Tax Claims will be paid in full, together with
        interest on the First Distribution Date.  Priority tax
        claims are anticipated to total $65,787.33.

The classes of claims and interests and their treatment under the
plan are:

     A. Class 1 (Allowed Secured Claim of Orange County) will be
        paid in full with interest.  The Orange County Treasurer
        Tax Collector filed a Proof of Claim asserting outstanding
        secured real property taxes in the amount of $244,827.27.

     B. Class 2 (Allowed Secured Claim of Los Angeles County) will
        be paid in full with interest.  The Orange County
        Treasurer Tax Collector has filed a Proof of Claim for
        outstanding secured real property taxes in the amount of
        $244,827.27.

     C. Class 3 (Allowed Secured Claim of Farmers & Merchants
        Bank of Long Beach) - Upon the sale of the Crystal
        Cathedral Campus, the entire Allowed Secured Claim of F&M
        will be paid in full through the escrow for the sale.  If
        the Crystal Cathedral Campus is not sold and is abandoned
        to the Debtor pursuant to the terms of the Plan, the
        liens of F&M upon the real property will be deemed
        unmodified and F&M may pursue all legal remedies that it
        may have for the nonpayment of such Allowed Claim.  The
        Debtor scheduled the Claim of F&M in the amount of
        $33,253,920.

     E. Class 4 (Allowed Secured Claim of GE Capital Finance) ?
        Cure payment of $6,878.69 within 10 business days of
        Effective Date.  The Plan Agent or its assignee will
        continue to pay the payments under the terms of the Master
        Security through the term of same.  In the alternative,
        the collateral securing the Class 4 Allowed Secured Claim
        will be surrendered to GE on the Effective Date.  Any
        Class 4 Allowed Deficiency Claim shall be treated as a
        Class 12 Allowed General Unsecured Claim.  GE filed a
        Proof of Claim asserting a secured claim in the amount of
        $82,544.74.

     F. Class 5 (Allowed Secured Claim of Canon Financial
        Services, Inc.) - The Debtor listed the claim of Canon in
        the amount of $201,305.87

        At the option of the ultimate buyer of the Crystal
        Cathedral Campus, or the Plan Agent, the Class 5 Claim
        will be treated as follows:

        Option 1: Canon will be paid in equal monthly
        installments, with interest, which will accrue at the
        allowable Interest Rate, commencing on the First Payment
        Date, fully amortized over a period of 24 months based on
        the Allowed Secured Claim.

        Option 2: The Debtor or the Plan Agent will return Canon
        Its collateral on the Effective Date in full satisfaction
        of the Class 5 Allowed Secured Claim.  Any allowed
        deficiency claim will be treated as a Class 12 allowed
        general unsecured claim.

        Option Three: Notwithstanding any contractual provision or
        applicable law that entitles Canon to demand or to receive
        accelerated payment of its Claim after the occurrence of a
        default: (i) any default will be cured, other than a
        default of a kind specified in Section 365(b)(2) of the
        Bankruptcy Code; (ii) the maturity of such Claim will be
        reinstated as the maturity existed before the default;
        (iii) Canon will be compensated for any damages incurred
        as a result of any reasonable reliance by Canon on the
        contractual provision or applicable law; and (iv) the
        legal, equitable or contractual rights of Canon will be
        unaltered.

     G. Class 6 (Allowed Secured Claim of PNC Equipment Finance) ?
        PNC filed a Proof of Claim asserting a $100,000 secured
        claim and a $1,993,483.97 general unsecured claim.

        At the option of the ultimate buyer of the Crystal
        Cathedral Campus, or the Plan Agent, the Class 6 Claim
        will be treated as follows:

        Option 1: PNC will be paid in equal monthly installments,
        with interest at the allowable interest rate fully
        amortized over a period of 24 months based on the allowed
        secured claim.

        Option Two: The Debtor or the Plan Agent will return PNC
        its collateral on the Effective Date in full satisfaction
        of the Class 6 Allowed Secured Claim.  Any allowed
        deficiency claim will be treated as a Class 12 allowed
        general unsecured claim.

        Option Three: Notwithstanding any contractual provision or
        applicable law that entitles PNC to demand or to receive
        accelerated payment of its Claim after the occurrence of a
        default: (i) any default will be cured, other than a
        default of a kind specified in Section 365(b)(2) of the
        Bankruptcy Code; (ii) the maturity of the Claim will be
        reinstated as the maturity existed before the default;
        (iii) PNC will be compensated for any damages incurred
        as a result of any reasonable reliance by PNC on the
        contractual provision or applicable law; and (iv) the
        legal, equitable or contractual rights of PNC will be
        unaltered.

     H. Class 7 (Allowed Secured Claim of Credit Management
        Association in Trust for Creditors) - Credit Management
        Association (CMA) will retain its lien on the subject
        personal property assets, but is barred from pursuing its
        rights and remedies against the assets until abandonment
        by the Plan Agent.  Within 60 days of the Effective Date,
        the Plan Agent will make a one-time distribution to CMA in
        the amount of $7,500, in satisfaction of fees and expenses
        incurred by CMA in its capacity as trustee for certain
        pre-petition creditors.  If Class 12 Creditors are not
        paid in full pursuant to the terms of the Plan within 6
        months of the Effective Date, the Plan Agent will proceed
        to liquidate CMA's collateral.  If the Plan Agent is able
        to consummate a sale of CMA's collateral within one year
        of the Effective Date, CMA will receive a distribution to
        the extent of available net sales proceeds from the
        collateral in accordance with the priorities set forth in
        the Bankruptcy Code and under applicable California law.
        If the Plan Agent is unable to consummate a sale of CMA's
        collateral within one year of the Effective Date, CMA will
        be free to pursue its rights and remedies against its
        collateral under applicable California law.

     I. Class (8 Allowed Secured Claim of Morgan Stanley Bank) -
        The legal, equitable and contractual rights of Morgan
        Stanley Bank are unaltered under the Plan.  Morgan Stanley
        filed a Proof of Claim asserting a $864,977.78 Secured
        Claim.

     J. Class 9 (Allowed Secured Claim of Toyota Motor Credit) -
        On the Effective Date, either the Plan Agent or the Debtor
        will assume the Master Lease Agreement and cure any
        prepetition default.  After the Effective Date, the Debtor
        will continue make payments under the terms of the Master
        Lease Agreement.  In the alternative, the Plan Agent may
        elect to surrender to Toyota on the Effective Date the
        collateral securing the Class 9 Allowed Secured Claim in
        full satisfaction of the Claim. Any Allowed Deficiency
        Claim will be treated as a Class 12 Allowed General
        Unsecured Claim.  Toyota filed a proof of claim asserting
        a secured claim in the amount of $15,644.94.

     K. Class 10 (Claims of Holders of Vested Interests in
        Memorial Gardens) - The holders of the Vested Interests
        will retain their rights against the Debtor, the Crystal
        Cathedral Campus, including the Memorial Gardens, and
        against any purchaser of the Crystal Cathedral Campus as
        may be provided by the terms of the Plan.

     L. Class 11 (Priority Unsecured Claims) ? The Committee
        estimates that allowed priority unsecured claims total
        less than $20,000.  The holders of allowed Class 11
        are unimpaired under this Plan.

     M. Class 12 (General Unsecured Claims) - The holders of all
        allowed general unsecured claims will be paid with
        compounding interest accruing at the allowable interest
        rate per annum, commencing on the Effective Date, and
        continuing until paid in full.

        Allowed General Unsecured Claims will be paid all or a
        portion of the following to satisfy the claims in full:

        a) Net Sale Proceeds from the sale of the Crystal
           Cathedral Campus after the Allowed Secured Claim of F&M
           is paid in full, or following reserve for the maximum
           secured claim asserted by F&M in the event a dispute
           arises regarding the amount of F&M's Secured Claim;

        b) Net Sale Proceeds from the sale of the Condominium;

        c) Cash on hand on the Confirmation Date;

        d) Net Sale Proceeds from the sale of the Debtor's
           personal property sssets; and,

        e) Post-confirmation payments from the Debtor.

        General Unsecured Creditors will be entitled to interest
        on their allowed claims, at the allowable interest rate,
        from the Petition Date to the day of payment in full of
        the Claim.

     O. Class 13 (Claims of Insiders) - The Debtor estimates
        insider claims total approximately $2,029,259.  In the
        event that any Class 13 Creditor votes to accept the Plan,
        the Claims of Insiders will receive their Pro-Rata share
        of payments until their Claims are paid in full, provided
        that payments will not result in a negative monthly ending
        cash balance and the Debtor is able to maintain a calendar
        year-end cash balance of at least $1,000,000.  In the
        event that any Class 13 Creditor votes to reject this
        Plan, the Committee will file a formal objection to the
        Claim of the rejecting Class l3 Creditor and commence any
        necessary adversary proceeding to determine whether the
        Claim will be equitably subordinated to the Claims of
        Class 12 Creditors on the basis, among others, that the
        Insider did not provide any value to the Estate.

     P. Class 14 (Endowment Fund) - The Committee believes that
        the parties who donated the funds deposited into the
        Endowment Account have no identifiable claims against the
        Debtor, the Estate or the Endowment Fund.  No
        distributions will be received by the Class 14 Claimants
        until objections to their respective Claims are resolved
        by order of the Court.

A copy of the disclosure statement supporting the Committee Plan
is available for free at:

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

                      About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."

Mr. Schuller retired from his role as senior pastor of Crystal
Cathedral in 2006. His daughter Sheila Schuller Coleman has been
senior pastor since July 2009.  Contributions declined 24% in
2009, in part on account of "unsettled leadership."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represent the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.


CRYSTALLEX INT'L: Proposed Private Offering to Raise $120-Mil.
--------------------------------------------------------------
Crystallex International Corporation said that a wholly-owned
subsidiary proposes to complete a best efforts private placement
offering of up to 120,000 units at a price of US$1,000 per Unit
for aggregate proceeds of up to US$120 million.  Each Unit will
consist of one face value US$1,000 principal amount senior secured
note bearing simple interest at a rate per annum to be determined
payable on maturity or redemption and one contingent value right.
The initial maturity date of the Notes will be five years
following the date of issue, subject to extension in certain
circumstances.  The obligations under the Notes and CVRs will be
secured by the Issuer and guaranteed by the Company.  Macquarie
Capital (USA) Inc., GMP Securities L.P. and Byron Capital Markets
Ltd. are acting as co-lead agents for the Offering.

The CVRs will be a contractual right to receive one or more
payments, each of which is contingent upon receipt of funds by
Crystallex pursuant to either an award or settlement in respect to
the arbitration between Crystallex and the government of Venezuela
relating to the Las Cristinas gold project in Venezuela.  Each CVR
will represent a right to receive a pro rata interest in a cash
payment equal to a percentage of the applicable Award or
Settlement, after deducting certain costs and expenses including
applicable taxes, costs relating to the Arbitration and an amount
equal to the principal amount of the Notes plus accrued interest.
If a CVR Payment Event occurs prior to the date that is five years
following the date of issue of the Units, the Notes will be cash
collateralized and accrued interest will then be due and payable
to the holders of the Notes to the extent of the available cash.
Immediately following the cash collateralization of the Notes and
the payment of all accrued interest thereon, the interest rate per
annum on the Notes will be reduced to equal the yield earned on
the cash collateral.  On payment in full of all required CVR
Payments, the Notes will be redeemed at a redemption price equal
to the principal amount of the Notes plus accrued and unpaid
interest.

The net aggregate proceeds of the Offering will principally be
used (i) to repay in full the US$100 million principal amount
outstanding with respect to Crystallex's 9.375% senior unsecured
notes due Dec. 23, 2011, and any accrued and unpaid interest
thereon; and (ii) for certain general and corporate purposes of
the Company and the Issuer.

The completion of the Offering is subject to, among other things,
the receipt of all regulatory approvals and consents as are
necessary or appropriate in the circumstances prior to the closing
of the Offering and the entering into of a formal agency agreement
among Crystallex, the Issuer and the agents.  Closing of the
Offering is expected to occur on or about Oct. 28, 2011, or such
later date as agreed among the parties.

The securities offered have not been registered under the United
States Securities Act of 1933, as amended, or any state securities
laws and may not be offered or sold in the United States absent
registration thereunder or an applicable exemption from such
registration requirements.  The Press Release was not an offer of
securities for sale in the United States.

                    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.


DELTA AIR: Retired Pilots to File Unprecedented Appeal With PBGC
----------------------------------------------------------------
The Delta Pilot's Pension Preservation Organization (DP3, Inc.), a
group representing the interests of over 6,000 retired Delta
pilots, is preparing to file an administrative appeal with the
Pension Benefit Guaranty Corporation (PBGC) aimed at recovering
approximately $600 million in lost qualified pension benefits.

The consolidated appeal, currently scheduled to be filed on
October 28 by the Washington, D.C. based law firm Miller
&Chevalier Chartered, will challenge the rules the PGBC applied
when calculating final benefits for over 3,500 retired Delta
pilots. DP3 contends that PBGC's internal procedures have
artificially reduced retired Delta pilots' benefits by an
estimated $600 million; this equates to an average loss of
approximately $1,200 per month for affected pilots.

The PBGC assumed roughly $2 billion in assets from the Delta
Pilots Pension Plan (DPPP) in 2006 following Delta Air Lines'
bankruptcy filing and the bankruptcy court approved termination of
its pilot pension plan.  In addition to plan assets, the PBGC also
recovered at least $1.28 billion from Delta during the airline's
bankruptcy proceedings.  However, due to procedures designed to
artificially reduce the earned and funded benefits of retirees,
the PBGC is currently shortchanging thousands of retirees.  In
addition, five years after the termination of the pension plan,
the PBGC still has not calculated the benefits for hundreds of
retired Delta pilots.

"Due to PBGC delays, we've had over five years to prepare for our
consolidated appeal," said DP3 Chairman Will Buergey, who retired
from Delta in 2004 as aB-777 Captain.  "Retired Delta pilots have
lost hundreds of millions of dollars in benefits due to PBGC
errors and internal decisions specifically calculated to deny
paying earned benefits to retirees.  The terminated pension plan
had sufficient funds to pay these benefits, and we are determined
to see our members receive the benefits they earned over decades
of service to Delta Air Lines."

Among the issues being appealed is the PBGC's use of look-backs on
IRS pension limitations as these rules apply to Delta Pilot Plan
Participants.  "The look-back provisions applied by the PBGC
severely penalize a large group of retired Delta pilots and
contradict the intent of ERISA law," said Buergey.

While other airlines' pilot groups have appealed the PBGC's Final
Benefit Determinations, the Delta case is unique.  Despite the
detailed paperwork required to file an appeal, DP3 successfully
collected information from thousands of geographically dispersed
retirees.

"Ten years ago, organizing a group of retired pilots living in all
corners of the country wouldn't have been possible," said Buergey.
"But the electronic age has helped us find pilots who had given up
hope of recouping their lost pensions.  Through software our
volunteers developed in-house, we enabled retirees to seamlessly
provide our legal team and actuaries with the data needed to
appeal their benefits.  We believe there's strength in numbers
when challenging an organization like the PBGC, and we've left no
stone unturned in our efforts."

DP3's legal team is being led by Anthony Shelley of Miller &
Chevalier Chartered. Shelley was recently named one of the best
ERISA litigators in the U.S. in the 2012 edition of The Best
Lawyers in America(R).

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DOT VN: Pres. Lee Johnson Receives Award of Merit from Vietnam PM
-----------------------------------------------------------------
Dot VN, Inc., announced that Dr. Lee Johnson, president and co-
founder of Dot VN will be recognized at an awards ceremony held in
Hanoi, Vietnam, where he is to receive an award of merit from the
Prime Minister's Office, decision number 1237/QD-TTg dated
July 7, 2011, for his achievements in the development of the
Internet in Vietnam, contributing to the cause of socio-economic
development of the country.  The event is scheduled to take place
on Oct. 28, 2011, and will include guests from various Vietnamese
Ministries, to include representatives from the Vietnam Internet
Network Information Center.  Dr. Johnson has previously received 2
awards from the Vietnamese Government.  The first was granted by
the Ministry of Posts and Telematics "Information Technology
Person of the Year 2007" award.  Additionally, March 20, 2008, Dr.
Johnson was again honored, this time by the Ministry of Foreign
Affairs of Vietnam for "Contributions in Development of IT in
Vietnam ".

"I am deeply honored by this award and I sincerely thank all of
the people whose hard work, dedication and faith powered
tremendous Internet growth that Vietnam enjoys today," said Dot VN
Co-Founder and President, Dr. Lee Johnson.  "I would like to offer
a special thanks to Dr. Mai Liem Truc, the Ministry of Information
and Communications and VNNIC and I am happy to have been able to
support them in their grand vision for Vietnam's online future.
It is with a full heart that I recommit myself and Dot VN to
driving even greater growth and development for Vietnam's Internet
in the years to come."

                            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.

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.


DULCES ARBOR: Wants to Recover Rents to Fund Ch. 11 Plan Proposal
-----------------------------------------------------------------
Dulces Arbor, S. De R.L. De C.V., asks the U.S. Bankruptcy Court
for the Western District of Texas to extend its exclusive period
to file a proposed chapter 11 plan to the 240th day from the
June 22, 2011, Petition Date.

The Debtor explains it needs more time to recover rents from its
property to fund the proposal of a plan.  The Debtor's exclusivity
period will expire Oct. 20, unless extended.

The Debtor relates that tenants of its property failed to pay the
rents for three years now.  To recover those rents, the Debtor has
filed a turnover complaint, well as an action for patent
infringement damages, with a request for preliminary and permanent
injunctions, in Adversary proceeding No. 11-3019 before the Court.
The preliminary injunction hearing has been requested for Oct. 24,
2011.

Dulces Arbor says that it will not have the necessary income to
propose a Plan, until Adversary proceeding No. 11-3019 produces
rent money.  The Debtor adds that it can reorganize if it can
collect the rent that is due from the tenant in the property.

The Debtor owns a 330,000-square foot candy manufacturing plant in
Juarez, Mexico, and  has other assets in the United States.

                         About Dulces Arbor

Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V.,
is a Mexican corporation that has been doing business for years in
the greater El Paso-Ciudad Juarez area in Texas.  It filed for
Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-31199) on
June 22, 2011.  Judge Leif M. Clark presides over the case.

In its petition, the Debtor estimated assets of US$10 million to
US$50 million, and debts of US$1 million to US$10 million.  The
petition was signed by Raymond Ducorsky, sole administrator.
Mr. Ducorsky is also its largest unsecured creditor with a
US$2,300,000 claim.

The U.S. Trustee said that a committee has not been appointed
because an insufficient number of persons holding unsecured claims
against Dulces Arbor, S. de R.L. de C.V, have expressed interest
in serving on a committee.  The U.S. Trustee reserves the right to
appoint a committee should interest developed among the creditors.


DUNE ENERGY: S&P Cuts Corp. Credit Rating to 'CC'; Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its unsolicited
corporate credit rating on Dune Energy to 'CC' from 'CCC-' and
affirmed its 'CC' unsolicited senior secured debt rating on Dune's
$300 million 10.5% senior secured notes due 2012. "We revised
our recovery rating on Dune's senior secured notes to '4' from
'5', indicating our expectation of average (30% to 50%) recovery
in the event of a payment default. As of June 30, 2011, Dune
Energy had approximately $337 million in funded debt," S&P said.

"The downgrade is based on Dune Energy's announcement that it has
entered into a restructuring plan support agreement with
bondholders and preferred stock holders that would exchange the
existing $300 million of notes for a combination of Dune equity,
and either cash and new debt securities in an aggregate amount of
$50 million if the exchange offer is fully subscribed," said
Standard & Poor's credit analyst Patrick Jeffrey. The preferred
stock holders would receive $4.0 million in cash and 1.5% of
Dune's common stock in exchange for their holdings, which were
$151.2 million as of June 30, 2011. Dune expects to launch this
out-of-court exchange offer no later than Nov. 1, 2011. The
support agreement will also solicit consent to a prepackaged plan
of reorganization in a bankruptcy proceeding if certain conditions
of the exchange offer are not satisfied.

"We view this transaction as a distressed exchange offer as
bondholders and holders of preferred stock would be receiving less
value than the promise under the original securities. Upon
completion of the exchange offer, we would expect to lower our
unsolicited senior secured debt rating to 'D' from 'CC' and the
unsolicited corporate credit rating to 'SD' from 'CC'. In the
event of a prepackaged bankruptcy, we would expect to lower the
corporate credit rating to 'D' from 'CC,'" S&P related.

The rating on Dune Energy Inc. (Dune) reflects its burdensome
financial leverage and weak liquidity position. As of June 30,
2011, Dune had $337 million of debt and nearly $151 million of
redeemable convertible preferred stock. The $40 million term loan
matures on March 15, 2011, its $300 million senior secured notes
mature on June 1, 2012, and the preferred stock is putable to the
company on Dec. 1, 2012. "Energy has announced an exchange offer
that if completed we would view as a distressed exchange offer,"
S&P said.

"The negative outlook reflects our view that if Dune's planned
exchange offer is completed, we would view the transaction as a
distressed exchange and lower the unsolicited senior secured debt
rating to 'D' and the unsolicited corporate credit rating to 'SD'.
Should the company file a prepackaged bankruptcy plan if certain
conditions of the exchange offer not be satisfied, we would lower
the unsolicited corporate credit rating to 'D'," S&P related.


DYNEGY INC: Franklin Resources Discloses 10.5% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Franklin Resources, Inc., and its affiliates disclosed
that they beneficially own 12,840,000 shares of common stock of
Dynegy Inc. representing 10.5% of the shares outstanding.  A full-
text copy of the filing is available for free at:

                        http://is.gd/1ttxw0

                         About Dynegy Inc.

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

                           Failed Sale

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

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

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

                        Bankruptcy Warning

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

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

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

                           *     *     *

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


EMPRESAS BASTARD: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Empresas Bastard, Incorporado
        P.O. Box 16113
        San Juan, PR 00908-6113

Bankruptcy Case No.: 11-08736

Chapter 11 Petition Date: October 8, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Robert Millan, Esq.
                  MILLAN LAW OFFICES
                  250 Calle San Jose
                  San Juan, PR 00901
                  Tel: (787) 725-0946
                  E-mail: rmi3183180@aol.com

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

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

The petition was signed by Antonio Bastard Rodriguez, president.

Debtor's List of Its seven Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Porfirio Guzman                    Trade Debt             $800,000
Calle Frank Becerra Num. 74
San Juan, PR 00919

Irma Rivera                        Trade Debt             $500,000
Carr 174 K 1 H-6
Barrio Mulas
Aguas Buenas, PR 00703

Guillermo Rodriguez                Trade Debt             $350,000
Urb. Costa Del Sol, Apartment 1
Dorado, PR 00646

IC Professional Services, Inc.     Trade Debt             $350,000
469 Ave. De Diego
San Juan, PR 00918

Hector Santos Rivera               Trade Debt             $250,000
Calle Baldorioty De Castro Num. 5
Cayey, PR 00737

Gomez & Associates                 Trade Debt             $100,000

Mercedes Boherquez                 Trade Debt              $12,000


EUROCLASS MOTORS: Wants Until Dec. 4 to File Reorganization Plan
----------------------------------------------------------------
Euroclass Motors, Inc., asks the U.S. Bankruptcy Court for the
District of Puerto Rico to extend its the exclusive periods to
file and solicit acceptances for a plan of reorganization until
Dec. 4, 2011, and March 4, 2012, respectively.

The Debtor relates that the bar date for filing proof of claims in
the case of non-governmental entities is Nov. 14, 2011, and
Jan. 4, 2012, for governmental entities.

The Debtor explains that it needs more time to obtain the
financial information to accompany the disclosure statement,
reconcile the filed proofs of claim for which the bar dates are
necessary, evaluate its executory contracts to determine their
assumption or rejection.  According to the Debtor, these factors
are crucial to the plan of reorganization and disclosure statement
to be filed in Debtor's Chapter 11 case.

                      About Euroclass Motors

San Juan, Puerto Rico-based Euroclass Motors, Inc. filed for
Chapter 11 protection (Bankr. D. P.R. Case No. 11-05772) on
July 6, 2011.  Ramon Vega Diaz, president of the Debtor, filed the
petition.  The Chapter 11 case of Euroclass Motors, Inc. has been
reassigned to the Hon. Mildred Caban Flores.

The Debtor estimated assets between $1 million and $10 million
and estimated debts between $10 million and $50 million.

Antonio A. Arias-Larcada, Esq., at McConnel Valdes represents the
Debtor in this case.


FCC HOLDINGS: Moody's Reviews 'B2' CFR for Possible Downgrade
-------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the B2 Corporate Family Rating ("CFR") of FCC Holdings,
LLC ("First Capital") and the B3 rating of its $100M Senior
Unsecured Notes due 2015.

RATINGS RATIONALE

The rating action reflects Moody's growing concern regarding First
Capital's weakening financial performance. Material weakening of
earnings and capital could reduce the firm's cushion relative to
its credit facility covenants, limiting First Capital's financial
flexibility. In addition, the prevalence of secured debt in the
company's capital structure and high levels of asset encumbrance
further limit operating and financial flexibility, exacerbating
the effects of potential capital and liquidity pressure.

During the review, Moody's will assess the scope and levels of
First Capital's asset quality deterioration, examine the quality
of collateral protection for at-risk loans, as well as assess the
impact of potential asset impairments on the company's earnings,
capital, and liquidity levels. Moody's will also examine potential
effects of asset quality deterioration on the company's financial
covenants as well as the possibilities for capital injections to
shore up the firm's capital base.

The principal methodology used in rating First Capital is
analyzing the Credit Risks of Finance Companies, which can be
found at www.moodys.com in the Rating Methodologies sub-directory
under the Research & Ratings tab. Other methodologies and factors
that may have been considered in the process of rating these
issuers can also be found in the Rating Methodologies sub-
directory.

First Capital is a commercial finance company headquartered in
Boca Raton, FL.


FOOT LOCKER: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on New York
City-based Foot Locker Inc. to positive from stable. At the same
time, Standard & Poor's affirmed all of it ratings on the company,
including the 'BB-' corporate credit rating.

"The outlook revision reflects the company's improved performance
over the past year, which was ahead of our forecast, and our
expectation for modest operational growth over the near term,"
said Standard & Poor's credit analyst David Kuntz. As a result,
credit metrics demonstrated significant improvements over the past
12 months, and Standard & Poor's anticipates further gains over
the near term.

"Although we anticipate that growth is likely to slow over the
near term because of macroeconomic headwinds, we expect it to
remain positive. Additionally, the company could also feel the
effects of a protracted NBA strike, but in our view, performance
would only likely suffer modest erosion," Mr. Kuntz continued.

The rating on Foot Locker, a specialty athletic footwear retailer,
reflects the company's strong performance year-to-date and
Standard & Poor's expectation for modest operational gains over
the near term. Foot Locker's weak business profile reflects its
participation in the intensely competitive and fashion-intensive
athletic footwear and apparel retail industry, history of
inconsistent performance, and significant vendor concentration.

"In our view, the company may benefit from recent merchandising
improvements, better inventory controls, and reduced markdown
activity, especially in footwear," Mr. Kuntz said.

Standard & Poor's could raise the rating in the near term if the
company can demonstrate continued performance gains without
meaningful sales or margin erosion while maintaining its credit
protection measures, which are currently indicative of a higher
rating.


GATEWAY METRO: Can Use Road Bay and Flying Tigers Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has authorized Gateway Metro Center, LLC, on a final basis, to use
cash collateral of Road Bay Investments, LLC, and Flying Tigers,
LLC, to pay actual expenses in accordance with a budget.  On a
monthly basis, the expenses of the Debtor will not exceed 15% per
line item, and 15% in the aggregate, absent the written consent of
the lenders.

In addition to the expenses set forth in the Budget, in the event
that the Debtor procures new tenants for Gateway Metro Center,
lenders agree that the Debtor will be allowed to pay leasing
commissions and/or tenant improvement costs up to $10,000 per
month in the aggregate.

Leasing commissions will not exceed 6% of the total gross rental
income under each new lease and will comply with all requirements
for leases under the Deed of Trust, Assignment of Leases, Rent And
Contracts, Security Agreement And Fixture Filing between the
Debtor and Allstate Life Insurance Company dated Oct. 3, 2006.  To
the extent that any new lease is for greater than 10,000 square
feet, Debtor will provide Lenders with a copy of the proposed
lease at least 72 hours prior to executing and entering into the
lease.

As adequate protection for any diminution in the value of the
Lenders' interest in collateral caused by the Debtor's use of cash
collateral, the Lenders are granted Replacement Liens upon all
categories of property of the Debtor and its estate, whether now
existing or hereafter acquired or arising, upon which the Lenders
held valid, perfected and enforceable prepetition liens, security
interests and mortgages, and all proceeds, rents, issues, products
or profits thereof, including, without limitation, the collateral
owned by the Debtor as of the Petition Date.

The Replacement Liens will be in addition to all security
interests, liens, mortgages and rights to set off, if any,
existing in favor of the Lenders on the Petition Date.

To the extent that the Replacement Liens are insufficient to
adequately protect any interest of the Lenders, the Lenders are
granted a superpriority administrative expense claim and all of
the benefits and protections allowable under Section 507(b) of the
Bankruptcy Code, provided, that the superpriority administrative
expense claim granted to Flying Tigers in this Order will be
subordinated to the superpriority administrative expense claim of
Road Bay.

All parties in interest will until Dec. 12, 2011, to challenge the
perfection of Lenders' prepetition liens in prepetition
collateral, except that any official committee appointed by the
U.S. Trustee will have 90 days to challenge the perfection of the
Lenders' liens from the date of their formation.  Notwithstanding
the foregoing, to the extent Road Bay asserts a secured interest
in the Land, the foregoing time limits will not apply.

In accordance with the Budget, the Debtor is authorized to:

     a. make adequate protection payments to M-Theory in the
        amount of $117 per month;

     b. reimburse John F. Pipia, President, and Betty W. Ma,
        Senior Vice President and Secretary, for reasonable,
        actual out-of-pocket expenses of up to $500 per month;

     c. reimburse Pacific Starr Group, LLC, up to $803 per month
        for allocated overhead expenses and reasonable, actual
        out-of-pocket expenses; and

     c. pay Skeehan & Company, proposed accountant, the amount of
        $900 during the term of the Budget in accordance with the
        Budget and the Order, subject to Court approval of the
        Skeehan application.

A copy of the order is available for free at:

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

As reported in the Troubled Company Reporter on Oct. 3, 2011, Road
Bay is successor in interest to Allstate Life Insurance Company
pursuant to that certain Assignment of Security and Mortgage
Agreement dated June 30, 2011, and recorded on July 14, 2011, as
document number 20110944579 in the Recorders Office of Los
Angeles County, California.

Road Bay Investments, LLC, asserts security interests, liens and
mortgages in all or substantially all of the Debtor's property,
including cash collateral.  The Debtor disputes that Road Bay
holds a security interest in the Land.

Flying Tigers, LLC, asserts security interests and liens in (i)
Gateway Metro Center and the Land and improvements thereon; and
(ii) rents, issues and profits thereof.

Road Bay disputes Flying Tigers' asserted security interest in
Gateway Metro Center and the rents, issues and profits thereof.
Road Bay further asserts that Flying Tigers is an insider of the
Debtor whose asserted lien arose fewer than 90 days before the
Petition Date.

                     About Gateway Metro Center

Gateway Metro Center LLC, owner of an 11-story Gateway Metro
Center office building in Pasadena, California, filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 11-47919) on Sept. 6, 2011.
Judge Barry Russell presides over the case.  Howard J. Weg, Esq.,
and Lorie A. Ball, Esq. -- hweg@pwkllp.com and lball@pwkllp.com --
at Peitzman, Weg & Kempinsky LLP, in Los Angeles, California,
represent the Debtors.  In its schedules, the Debtor disclosed
$32,570,485 in assets and $22,338,135 in debts.  The petition was
signed by John F. Pipia, its president.


GATEWAY METRO: Seeks to Move Hearing on DIP Financing to Oct. 25
----------------------------------------------------------------
Gateway Metro Center LLC asks the U.S. Bankruptcy Court for
approval of a stipulation with Road Bay Investments, LLC, to
continue the hearing on the DIP Financing motion to Oct. 25, 2011,
at 2:00 p.m.

On Sept. 21, 2011, Road Bay Investments, LLC, filed its objection
to the DIP Motion and on Sept. 27, the Debtor filed its reply to
the objection.

As reported in the Troubled Company Reporter on Sept. 19, 2011,
Gateway Metro Center LLC sought authority to incur postpetition
secured debt.  The Debtor, out of an abundance of caution, wants
to have DIP financing in place to draw upon in the event it does
not have sufficient funds on hand to pay costs and expenses.

The Debtor's prepetition junior lender, Flying Tigers LLC, has
committed to provide $350,000 in DIP loans.

The DIP loan from Flying Tigers will be secured by (1) a junior
secured lien on Gateway Metro Center and (2) a junior secured lien
on the Land.  Those liens will be subordinate to any existing
liens and any replacement liens granted in connection with the
Debtor's Cash Collateral use.  The DIP loan bears a 5% interest.

                     About Gateway Metro Center

Gateway Metro Center LLC, owner of an 11-story Gateway Metro
Center office building in Pasadena, California, filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 11-47919) on Sept. 6, 2011.
Judge Barry Russell presides over the case.  Howard J. Weg, Esq.,
and Lorie A. Ball, Esq. -- hweg@pwkllp.com and lball@pwkllp.com --
at Peitzman, Weg & Kempinsky LLP, in Los Angeles, California,
represent the Debtors.  In its schedules, the Debtor disclosed
$32,570,485 in assets and $22,338,135 in debts.  The petition was
signed by John F. Pipia, its president.


GATEWAY METRO: Hires Peitzman as Bankruptcy Counsel
---------------------------------------------------
Gateway Metro Center LLC asks permission from the U.S. Bankruptcy
Court for the Central District of California to employ Peitzman,
Weg & Kempinsky LLP as bankruptcy counsel.

Upon retention, the firm will, among other things:

   a. advise and counsel the Debtor regarding matters of
      bankruptcy law;

   b. represent the Debtor regarding its legal rights and
      responsibilities under the Bankruptcy Code and the FRBP, the
      LBR, the United States Trustee Notices and Guides,
      and to assist the Debtor in the administration of its
      bankruptcy estate; and

   c. advise and assist the Debtor with respect to negotiating,
      structuring, obtaining Court approval of, and consummating a
      sale of the Debtor?s assets.

The firm's rates are:

           Professional                 2011 Rates
           ------------                 ----------
         Howard J. Weg, Partner            $725
         Louis E. Kempinsky, Partner       $695
         David B. Shemano, Partner         $625
         James P. Menton, Partner          $595
         Scott F. Gautier, Partner         $625
         Jennifer W. Leland, Associate     $495
         John Keith, Associate             $395
         Lorie Ball, Associate             $375
         Monsi Morales, Associate          $325
         Lauren Gans, Associate            $325
         Thor McLaughlin, Associate        $275
         Kathryn F. Russo, Associate       $250
         Lawrence Peitzman, Of Counsel     $725
         Arnold M. Quittner, Of Counsel    $725
         Paralegals                        $195

Howard J. Weg, Esq., managing partner of Peitzman, Weg & Kempinsky
LLP, attests that the firm is a "disinterested person," as that
term is defined in section 101(14) of the Bankruptcy Code.

                     About Gateway Metro Center

Gateway Metro Center LLC, owner of an 11-story Gateway Metro
Center office building in Pasadena, California, filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 11-47919) on Sept. 6, 2011.
Judge Barry Russell presides over the case.  Skeehan & Company
serves as accountant to the Debtors.  FTI Consulting, Inc. is the
financial advisors.  Colliers International, Inc. acts as leasing
broker.

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


GELT PROPERTIES: Court Approves Eisenberg Gold as Special Counsel
-----------------------------------------------------------------
Gelt Properties LLC and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Eastern District
of Pennsylvannia to employ Eisenberg, Gold & Cettei P.C. as its
special counsel with regard to defending against certain actions.

The Debtors say they owe the firm $1,898 for legal services before
the bankruptcy filing.

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

                    About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., and Thomas Daniel Bielli,
Esq., at Ciardi Ciardi & Astin, P.C., serve as the Debtors'
bankruptcy counsel.  I

The Debtor scheduled $20,340,725 in assets and $17,050,558 in
debts.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.


GENERAL GROWTH: To Release Third Quarter Earnings on Nov. 9
-----------------------------------------------------------
General Growth Properties, Inc. will release its third quarter
2011 earnings prior to the market open on Wednesday, Nov. 9, 2011.
This release will be followed by an earnings call also on
Wednesday, Nov. 9, 2011, at 11:00 a.m. Eastern time / 10:00 a.m.
Central time with Chief Executive Officer Sandeep Mathrani and
Chief Financial Officer Steve Douglas providing investors and
analysts the opportunity to discuss third quarter earnings, as
well as guidance for the remainder of 2011.

Accessing The Call/Webcast

http://www.ggp.com(listen only)

On November 9, 2011, 10 minutes prior to the start time, visit
http://investor.ggp.com/events.cfmto access this live audio
event.

Telephone (Ask Questions)

On November 9, 2011, 10 minutes prior to the start time, dial the
appropriate number below:

Participant Operator Assisted Toll-Free Dial-In Number:
(877) 845-1018

Participant Operator Assisted International Dial-In Number:
(707) 287-9345

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MARITIME: Debt Restructuring Talks Down to The Wire
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that General Maritime
Corp. is in talks with its lenders and creditors to reform its
capital structure and reduce its heavy debt burden, with the clock
ticking as the tanker company has a deadline to present a
restructuring plan to lenders by Oct. 31 and a covenant waiver on
various credit lines expiring on Nov. 10.

                       About General Maritime

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

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

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

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

                         *     *     *

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

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

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


GLOBAL INVESTOR: Enters Into Exchange Agreements with Allied
------------------------------------------------------------
Global Investor Services, Inc., in April and September 2010,
entered into two Marketing Fund Agreements with Allied Global
Ventures, LLC, pursuant to which Allied provided the Company with
$900,000 in funding of which $34,300 has been repaid by the
Company leaving a balance of $865,700.  On Sept. 29, 2011, the
Company and Allied entered into an Exchange Agreement whereby the
parties agreed to convert the Allied Fund Amount into 43,285,000
shares of common stock of the Company.

Allied has provided the Company with funding in the amount of
$1,826,667, which has 142,733 due and payable in accrued interest.
The amount owed to Allied is represented by seven Convertible
Promissory Notes issued to Allied.  On Sept. 29, 2011, the Company
and Allied entered into an Exchange Agreement whereby the parties
agreed to convert the Allied Note Amount into 98,640,000 shares of
common stock of the Company, $0.001 par value per share.

The issuance of the Common Stock was made in reliance upon
exemptions from registration pursuant to Section 4(2) under the
Securities Act of 1933 and Rule 506 promulgated under Regulation D
thereunder.  The holders of Common Stock are accredited investors
as defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933.

                        About Global Investor

Orem, Utah-based Global Investor Service, Inc., was incorporated
in the state of Nevada on Aug. 1, 2005.  Effective Sept. 18, 2006,
the Company changed its name to TheRetirementSolution.com, Inc.,
and on Oct. 1, 2008, the Company changed its name to Global
Investor Services, Inc.  The Company was initially formed to
market portfolios of stocks via subscription.  In 2007, a new
chief executive officer was installed and a strategy was developed
to create and market a diverse portfolio of products and services
for the financial education and financial information industry.
This strategy included strategic acquisitions, such as the
acquisitions of Razor Data, LLC, and Investment Tools and
Training, LLC, which have provided the Company with an integrated
platform in which it can market and deliver investor education
products and investor services.  The stock symbol is GISV.

RBSM LLP, in New York, expressed substantial doubt about Global
Investor Service's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net accumulated deficiency as of
March 31, 2011.

The Company reported a net loss of $9.97 million on $2.01 million
of revenues for fiscal 2011, compared with a net loss of
$7.10 million on $1.14 million of revenues for fiscal 2010.

The Company's balance sheet at March 31, 2011, showed
$1.54 million in total assets, $6.18 million in total liabilities,
and stockholders' deficit of $4.64 million.


GRACEWAY PHARMACEUTICALS: Lowenstein Represents Committee
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lowenstein Sandler PC, for the second time in a week,
landed the job of providing legal counsel for a company in
Chapter 11 reorganization.  The newly appointed committee for
Graceway Pharmaceuticals LLC selected the Roseland, New Jersey-
based firm. The Graceway committee has three members, including 3M
Co. and Value Recovery Fund.

The firm also had been selected to represent Hussey Copper Corp.,
which filed for Chapter 11 protection on Sept. 27.  Graceway took
the bankruptcy plunge two days later.

The Graceway bankruptcy judge set an Oct. 17 hearing to approve
auction and sale procedures. Switzerland's Galderma SA already
agreed to pay $275 million cash. The company told the judge at a
hearing that there should be more than one bidder.  Graceway
proposed Nov. 3 for the auction, saying holders of 40% of the
first-lien debt consented to the sale. Debt of the Bristol,
Tennessee-based company includes $430.7 million owing on a first-
lien revolving-credit and term loan.  Second-lien debt is $330
million, with mezzanine debt totaling another $81.4 million.
Trade suppliers are owed $30 million.

                  About Graceway Pharmaceuticals

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

Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.

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

The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan.  Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.

The company said the sale has the consent of holders of 40% of the
first-lien debt, which means the sale could be opposed by holders
of 60% of the senior debt.

Attorneys at Young Conaway Stargatt & Taylor LLP, serve as counsel
to the Debtors.  Latham & Watkins LLP is the co-counsel.  Alvarez
And Marsal North America, LLC, is the financial advisor.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.


GRACEWAY PHARMACEUTICALS: Meeting of Creditors Set for Nov. 7
-------------------------------------------------------------
Roberta A. Deangelis, the U.S. Trustee for Region 3 will convene a
meeting of creditors in Graceway Pharmaceuticals LLC, et al.'s
Chapter 11 case on Nov. 7, 2011, at 11:30 a.m.  The meeting will
be held at 5th Floor, Room 5209, J. Caleb Boggs Federal Building,
844 King Street, 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 Graceway Pharmaceuticals

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

Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.

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

The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan.  Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.

The company said the sale has the consent of holders of 40% of the
first-lien debt, which means the sale could be opposed by holders
of 60% of the senior debt.

Attorneys at Young Conaway Stargatt & Taylor LLP, serve as counsel
to the Debtors.  Latham & Watkins LLP is the co-counsel.  Alvarez
And Marsal North America, LLC, is the financial advisor.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.


GUIDED THERAPEUTICS: Files Form S-1, To Offer 2.6MM Common Shares
-----------------------------------------------------------------
Guided Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
2,600,000 shares of the Company's common stock issued or issuable
upon the exercise of warrants at an exercise price of $0.01 per
share.  The shares offered by this prospectus may be sold from
time to time by James E. Funderburke and Dolores Maloof at
prevailing market prices or prices negotiated at the time of sale.

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

The Company's common stock is dually listed on the OTCQB quotation
system under the symbol "GTHP."  The last reported sale price of
the Company's common stock on the OTCQB on Oct. 7, 2011, was $0.71
per share.

A full-text copy of the Form S-1 prospectus is available at no
charge at http://is.gd/8j82KY

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company's balance sheet at June 30, 2011, showed $3.31 million
in total assets, $2.91 million in total liabilities, and $410,000
in stockholders' equity.

The Company reported a net loss of $2.84 million on $3.36 million
of contract and grant revenue for the year ended Dec. 31, 2010,
compared with a net loss of $6.21 million on $1.55 million of
contract and grant revenue during the prior year.

As reported by the TCR on April 4, 2011, UHY LLP, in Atlanta,
Georgia, noted that the Company's recurring losses from
operations, accumulated deficit and lack of working capital raise
substantial doubt about its ability to continue as a going
concern.


HANMI FINANCIAL: Lonny Robinson Joins as Interim CFO
----------------------------------------------------
Hanmi Financial Corporation announced that Lonny D. Robinson, 54,
will join its executive management team as Interim Chief Financial
Officer of Hanmi Financial Corporation and Hanmi Bank, effective
Oct 14, 2011.  Mr. Robinson will serve as Interim Chief Financial
Officer pending final bank regulatory approval.  Mr. Robinson
succeeds Brian Cho, who is retiring as Executive Vice President
and Chief Financial Officer, effective Oct. 14, 2011.  Mr. Cho's
retirement is unrelated to the financial condition or financial
reporting of Hanmi or the Bank.

Pursuant to the Separation Agreement, among other things, Mr. Cho
will receive a one-time, lump-sum cash payment of $135,000.  In
addition, Mr. Cho will receive a cash payment of $31,153 as
payment for accrued, but unused vacation pay.  Mr. Cho will also
receive medical insurance coverage for 12 months, amounting to a
value of $12,048.  The Separation Agreement also provides for the
immediate acceleration of 24,000 stock options and 14,040 shares
of unvested restricted stock held by Mr. Cho.  In compliance with
the Older Workers Benefit Protection Act, Mr. Cho may revoke the
Separation Agreement within seven days following execution.

"We are extremely fortunate to have Lonny join our executive
team," said Jay S. Yoo, president and chief executive officer.
"Lonny is a seasoned industry veteran with in-depth knowledge of
the banking industry and public ownership sector.  His individual
expertise and demonstrated leadership will bring a unique
perspective on issues that will be of great value to our
institution as we position ourselves for future success. "
"We also wish to thank Brian for his dedication and service over
the past few years," continued Yoo.  "Brian's superior business
and financial acumen were extremely important in guiding us
through the recent economic downturn."

"I am excited to be returning to Southern California and working
with the Hanmi management team to create a dynamic and market-
leading franchise in the region," said Mr. Robinson.  "I am
confident the opportunities in the Korean American banking arena
have great potential for Hanmi Bank."

Mr. Robinson brings over 25 years of banking experience, and has
previously served as chief financial officer for a number of
community banks throughout the United States, most notably as CFO
for Center Financial for three years.  Mr. Robinson is experienced
in SEC reporting for public companies, raising capital, merger and
acquisitions, FDIC assisted transactions, investment portfolio
management, enterprise risk management, and regulatory affairs.
Prior to embarking on his banking career, Mr. Robinson was a CPA
with Ernst & Young specializing in banks and small business
audits.

As a graduate of Westminster College in New Wilmington,
Pennsylvania in accounting, Mr. Robinson also attended Executive
Bank Management Schools at the University of Georgia and the
University of Texas.

                        About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

The Company reported a net loss of $88.01 million on $144.51
million of total interest and dividend income for the year ended
Dec. 31, 2010, compared with a net loss of $122.27 million on
$184.14 million during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.71 billion
in total assets, $2.51 billion in total liabilities and $198.36
million in total stockholders' equity.

                           Going Concern

The Company is required by federal regulatory authorities to
maintain adequate levels of capital to support its operations.
Hanmi Bank is also required to increase its capital and maintain
certain regulatory capital ratios prior to certain dates specified
in a Final Order issued by the California Department of Financial
Institutions.  By July 31, 2010, the Bank was required to increase
its contributed equity capital by not less than an additional $100
million and maintain a ratio of tangible stockholders' equity to
total tangible assets of at least 9.0%.

In addition, the Bank was also required to maintain a ratio of
tangible stockholders' equity to total tangible assets of at least
9.5 percent at Dec. 31, 2010 and until the Final Order is
terminated.

As a result of the successful completion of the registered rights
and best efforts offering in July 2010, the capital contribution
requirement set forth in the Final Order was satisfied.  However,
the tangible capital ratio requirement set for in the Final Order
has not been satisfied at Dec. 31, 2010. Further, should the
Company's asset quality continue to erode and require significant
additional provision for credit losses, resulting in added future
net operating losses at the Bank, or should the Company otherwise
fail to be profitable, the Company's capital levels will
additionally decline requiring the raising of more capital than
the amount currently required to satisfy the Company' agreements
with its regulators.

The Company said an inability to raise additional capital when
needed or comply with the terms of the Final Order or the Written
Agreement with the Board of Governors of the Federal Reserve
System, raises substantial doubt about its ability to continue as
a going concern.

The Company's independent registered public accounting firm in
their audit report for fiscal year 2010 has expressed substantial
doubt about the Company's ability to continue as a going concern.
Continued operations may depend on the Company's ability to comply
with the regulatory orders the Company is subject to.




HARRISBURG, PA: Files Chapter 9 Petition to Fix Incinerator Debt
----------------------------------------------------------------
Pennsylvania's capital, the city of Harrisburg, filed for
municipal bankruptcy protection (Bankr. M.D. Pa. Case No.
11-06938) on Oct. 11, 2011.

The Wall Street Journal's Michael Aneiro and Michael Corkery
report that the filing was made days before the state Senate was
scheduled to vote on taking over the capital city's finances.  The
Journal, which calls the move "unexpected," relates the City
Council voted late Tuesday night to file for Chapter 9 protection.

The petition estimated $100 million to $500 million in assets and
debts.  Susan Wilson, the city's chairperson on Budget and
Finance, signed the petition.

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

The filing said the remedies demanded in the six legal actions
would substantially interrupt the city's ability to provide health
or safety services to its citizens.  According to Harrisburg, the
creditors' actions seek money judgment of "such a magnitude that
is vastly beyond the ability of the City to pay, now or ever under
current circumstances."  The total principal amount guaranteed by
the city is roughly $242 million.  The total past due amount
subject to the guaranty is $65 million.

Harrisburg believes its financial problems can only be solved by
utilizing the cram-down remedies available under the Bankruptcy
Code to scale down the debt.

The city also claimed it is "financially strapped."  It suffered a
budget deficit of $5.35 million in 2010, and is projected to have
a $3 million deficit without paying any guaranteed bond
obligations.

The Law Practice of Mark D. Schwartz, Esq. --
mark.schwartz6814@gmail.com -- represents Harrisburg.

The Wall Street Journal reports that legal experts expect the
state will challenge the filing in court, citing a state law
passed this spring that prohibited Harrisburg from filing for
bankruptcy.  In Pennsylvania, municipalities need state approval
to file under Chapter 9, the municipal market's equivalent of
Chapter 11.

According to the Journal, several state and local officials in
Pennsylvania question whether the filing is legally authorized:

     -- Kelli Roberts, a spokeswoman for Gov. Tom Corbett, said,
        "From our perspective, it is an illegal action."  She
        added that the governor's general counsel was evaluating
        options for a response. "It won't stand."

     -- Officials of Dauphin County, where Harrisburg is located,
        said in a statement that they doubted the filing was
        legal.  County Commissioners Jeff Haste, Mike Pries and
        George P. Hartwick, III called the city council's maneuver
        "nothing more than a delay tactic to avoid making the
        tough decisions necessary to resolve the city's debt
        crisis."

     -- Robert Philbin, a spokesman for Mayor Linda Thompson, who
        has opposed such a filing, said it will add complications
        and expenses for the city, and pointed to a recent poll of
        registered Harrisburg voters showing only 13% supported a
        bankruptcy filing.

The Journal recounts that on Aug. 31, the city council rejected
Mayor Thompson's financial recovery plan, which opened the door
for Gov. Corbett to make good on his threat to take over the state
capital's finances.  The plan called for an 8% property tax
increase and the outsourcing of city service functions but didn't
seek to raise revenue with a 1% sales tax surcharge or the
imposition of a tax on commuters, as some city officials had
suggested. The mayor had also backed the state's previous
proposals to sell the incinerator as well as the city's parking-
garage system.

According to the Journal, Gov. Corbett had pledged state funding
to the city if it adopted the recovery plan and warned the state
wouldn't bail out the city if it rejected the plan.

The Journal relates Pennsylvania's General Assembly has passed
legislation that would allow it to establish a state-run panel to
operate Harrisburg, or other cities that reject recovery plans,
under Act 47 for aid to distressed municipalities. The state
Senate is due to take up the legislation when it reconvenes next
week.

The Journal notes the cost to insure Pennsylvania municipal bonds
against default rose Wednesday.  Protection on the state's bonds,
sold in the form of privately negotiated derivatives called
credit-default swaps, was quoted at $149,000 to cover $10 million
of debt over 10 years, according to data provider Markit, up
$6,000 compared to Tuesday closing levels.

The Journal also relates Jim Spiotto, Esq., a partner at Chapman
and Cutler in Chicago, said Harrisburg is just the third local
government this year to file for bankruptcy, following Central
Falls, R.I., which filed in August and rural Boise County, Idaho,
which filed in March.  The Boise case was dismissed last month
because the county wasn't considered to be insolvent.


HCA INC: S&P Rates $2.5BB Asset-Based Lending Facility at 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Nashville, Tenn.-based
for-profit hospital company HCA Inc.'s new $2.5 billion asset-
based lending facility due 2016 its 'BB' issue-level rating (two
notches higher than the 'B+' corporate credit rating on the
company). "We also assigned the credit facility a recovery rating
of '1', indicating our expectation of very high (90% to 100%)
recovery for lenders in the event of a payment default. This
credit facility replaces the company's previous $2 billion asset-
based lending facility," S&P said.

"At the same time, we are revising the recovery rating on HCA's
$202 million outstanding second-lien notes due 2017 to '1' (90% to
100% recovery expectation) from '2' (70% to 90% recovery
expectation). The revision is based on the improved recovery
prospects for the remaining second-lien debt after the company's
recent redemption of the vast majority of its second-lien debt.
As per our notching criteria for a recovery rating of '1', the
revision results in our raising the issue-level rating on this
debt to 'BB' from 'BB-'," S&P stated.

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

Ratings List

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

New Rating

HCA Inc.
$2.5B ABL fac due 2016             BB
   Recovery Rating                  1

Revised Rating
                                    To    From
HCA Inc.
$310M second-lien nts due 2017      BB    BB-
   Recovery Rating                   1     2


HELLER EHRMAN: Reaches Deal With Wham-O Over Unpaid Fees
--------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Wham-O Inc.
agreed to pay $500,000 on Wednesday to settle claims by Heller
Ehrman LLP that the toy-maker breached a 2007 agreement by failing
to cough up nearly $2.3 million in legal fees.

In addition to the payment, Wham-O also agreed to drop its
malpractice claims against Heller Ehrman, according to the
settlement agreement filed in the Northern District of California.

                       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.


HMC/CAH CONSOLIDATED: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: HMC/CAH Consolidated, Inc.
        1100 Main Street, 23rd Floor
        Kansas City, MO 64105

Bankruptcy Case No.: 11-44738

Chapter 11 Petition Date: October 10, 2011

Court: U.S. Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Mark T. Benedict, Esq.
                  HUSCH BLACKWELL SANDERS LLP
                  4801 Main Street, Suite 1000
                  Kansas City, MO 64112
                  Tel: (816) 983-8000
                  Fax: (816) 983-8080
                  E-mail: mark.benedict@huschblackwell.com

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

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

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

The petition was signed by Dennis Davis, chief legal officer.

Affiliates that filed separate Chapter 11 petitions on October 10,
2011:

        Debtor                        Case No.
        ------                        --------
HMC/CAH Consolidated, Inc.            11-44738
CAH Acquisition Company #1, LLC       11-44739
CAH Acquisition Company #2, LLC       11-44740
CAH Acquisition Company #3, LLC       11-44741
CAH Acquisition Company #4, Inc.      11-44742
CAH Acquisition Company #5, LLC       11-44743
CAH Acquisition Company #6, LLC       11-44744
CAH Acquisition Company #7, LLC       11-44745
CAH Acquisition Company #9, LLC       11-44746
CAH Acquisition Company #10, LLC      11-44747
CAH Acquisition Company #11, LLC      11-44748
CAH Acquisition Company #12, LLC      11-44749
CAH Acquisition Company #16, LLC      11-44750


HOSPITAL MANAGEMENT: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Witn.com reports that Hospital Management Consulting LLC, owner of
the Washington County Hospital in Plymouth, North Carolina, has
filed for Chapter 11 bankruptcy.  Washington County Hospital CEO
Harley Smith said he does not expect the bankruptcy to affect the
hospital staff or patients.  Hospital Management Consulting owns
12 hospitals including a hospital in Yadkinville, North Carolina.


HUNTINGTON BANCSHARES: Moody's Raises Ratings; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings of
Huntington Bancshares Incorporated (Huntington) and its
subsidiaries, including its lead bank, Huntington National Bank.
The holding company's senior debt rating was upgraded to Baa1 from
Baa2. The bank's standalone Bank Financial Strength Rating (BFSR)
was raised to C from C-, its standalone Baseline Credit Assessment
(BCA) was raised to A3 from Baa1, and its long-term deposit rating
was upgraded to A3 from Baa1. The bank's short-term rating was
affirmed at Prime-2. Following the rating action, the outlook on
all entities is stable. This rating action concludes Moody's
review for upgrade that began on July 6, 2011.

RATINGS RATIONALE

Moody's said the upgrade reflects the improvement in Huntington's
credit profile as well as its enhanced standing relative to large
US regional bank peers. In particular, Huntington's asset quality
and capital metrics have strengthened noticeably. Moody's added
that the firm has generated consistent core profitability (pre-
tax, pre-provision income) and has improved the sustainability of
its pre-tax income as the contribution of reserve release has
declined in recent quarters.

Since reaching their peak in September 2009, Huntington's non-
performing assets have been cut in half and now account for 3.1%
of loans plus other real estate owned. This improvement can be
largely attributed to the run-down of the non-core commercial real
estate portfolio as well as the elimination of exposure to
Franklin Credit Management Corporation, a subprime residential
mortgage lender and servicer. Huntington's other key credit
metrics, such as early-stage delinquencies (loans 30-89 days past
due) and net charge-offs, have also improved significantly from
their peak levels.

Huntington's capital ratios have also been enhanced through a
combination of a large common equity raise in December 2010, used
to repay the US Treasury's TARP investment, and internal capital
generation from earnings. At June 30, 2011, Huntington's Tier 1
common ratio was 9.9%. After taking quarterly losses throughout
2009, the firm has been profitable since the first quarter of
2010. Huntington's core profitability has been consistent at
around 2% of risk-weighted assets, while its net income has
benefited from a steady decline in loan loss provisions.

In upgrading Huntington's ratings, Moody's considered the firm's
ability to deal with additional credit losses in its residential
and commercial real estate portfolios under a more severe economic
scenario, and the credit consequences of the rapid growth in its
indirect auto portfolio, particularly in New England.

Regarding the real estate portfolios, Moody's determined that
Huntington's enhanced capital position is sufficient to
comfortably absorb credit losses from these portfolios even under
a much harsher economic environment. This healthy capital position
supports Huntington's stable outlook.

Regarding the indirect auto portfolio, Moody's said that a number
of factors partially mitigate the risk associated with the above-
average pace of growth. These include Huntington's long-time
presence in the auto lending business, its strong market position
in this business in its core Midwest footprint, and the underlying
credit characteristics of the portfolio, including new
originations, which are focused on the "Super Prime" segment.

Notwithstanding the upgrade, Moody's noted that above-average
growth in other businesses, either organically or through
acquisitions, could be viewed negatively.

The last rating action on Huntington was on July 6, 2011, when
Moody's placed the long-term ratings of Huntington and its
subsidiaries under review for upgrade.

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

Huntington Bancshares Incorporated is headquartered in Columbus,
Ohio and reported total assets of $53 billion at June 30, 2011.

Upgrades:

   Issuer: Huntington Bancshares Capital Trust I

   -- Pref. Stock Preferred Stock, Upgraded to Baa3 from Ba1

   Issuer: Huntington Bancshares Incorporated

   -- Multiple Seniority Medium-Term Note Program, Upgraded to
      (P)Baa1, (P)Baa2 from (P)Baa2, (P)Baa3

   -- Multiple Seniority Shelf, Upgraded to (P)Baa1, (P)Baa3,
      (P)Baa3 from (P)Baa2, (P)Ba1, (P)Ba1

   -- Pref. Stock Non-cumulative Preferred Stock, Upgraded to Ba1
      from Ba2

   -- Subordinate Regular Bond/Debenture, Upgraded to Baa2 from
      Baa3

   -- Senior Unsecured Medium-Term Note Program, Upgraded to
      (P)Baa1 from (P)Baa2

   Issuer: Huntington Capital II

   -- Pref. Stock Preferred Stock, Upgraded to Baa3 from Ba1

   Issuer: Huntington Capital III

   -- Pref. Stock Preferred Stock, Upgraded to Baa3 from Ba1

   -- Pref. Stock Shelf, Upgraded to (P)Baa3 from (P)Ba1

   Issuer: Huntington Capital IV

   -- Pref. Stock Shelf, Upgraded to (P)Baa3 from (P)Ba1

   Issuer: Huntington Capital V

   -- Pref. Stock Shelf, Upgraded to (P)Baa3 from (P)Ba1

   Issuer: Huntington Capital VI

   -- Pref. Stock Shelf, Upgraded to (P)Baa3 from (P)Ba1

   Issuer: Huntington National Bank

   -- Bank Financial Strength Rating, Upgraded to C from C-

   -- Issuer Rating, Upgraded to A3 from Baa1

   -- OSO Senior Unsecured OSO Rating, Upgraded to A3 from Baa1

   -- Multiple Seniority Bank Note Program, Upgraded to (P)A3,
      (P)Baa1 from (P)Baa1, (P)Baa2

   -- Subordinate Regular Bond/Debenture, Upgraded to Baa1 from
      Baa2

   -- Senior Unsecured Bank Note Program, Upgraded to (P)A3 from
      (P)Baa1

   -- Senior Unsecured Deposit Note/Takedown, Upgraded to A3 from
      Baa1

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to A3 from
      Baa1

   -- Senior Unsecured Deposit Rating, Upgraded to A3 from Baa1

   Issuer: Huntington Preferred Capital, Inc.

   -- Pref. Stock Non-cumulative Preferred Stock, Upgraded to Baa3
      from Ba1

   Issuer: Sky Bank

   -- Subordinate Regular Bond/Debenture, Upgraded to Baa1 from
      Baa2

   Issuer: Sky Financial Capital Trust I

   -- Pref. Stock Preferred Stock, Upgraded to Baa3 from Ba1

   Issuer: Sky Financial Group, Inc.

   -- Subordinate Regular Bond/Debenture, Upgraded to Baa2 from
      Baa3

Outlook Actions:

   Issuer: Huntington Bancshares Capital Trust I

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Huntington Bancshares Incorporated

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Huntington Capital II

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Huntington Capital III

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Huntington Capital IV

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Huntington Capital V

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Huntington Capital VI

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Huntington National Bank

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Huntington Preferred Capital, Inc.

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Sky Financial Capital Trust I

   -- Outlook, Changed To Stable From Rating Under Review


HUSSEY COPPER: Hearing on Loan, Bidding Procedures Set for Oct. 18
------------------------------------------------------------------
The Bankruptcy Court will hold a hearing in the bankruptcy case of
Hussey Copper Corp. on Oct. 18 at 12:00 p.m. to consider:

     -- the Debtors' request for approval of procedures that will
        govern the sale of substantially all of their assets;

     -- final approval on the Debtors' request to obtain
        postpetition financing and use cash collateral.

At the time of their bankruptcy filing, the Debtors have a deal on
hand to sell the business to KHC Acquisitions LLC for $84.7
million, subject to adjustments.  The assets to be sold are all
assets of Hussey and affiliates OAP Real Estate LLC and Cougar
Metals Inc.  The buyer will also assume up to $5 million in
liabilities.  The deal provides for a $3 million working capital
holdback and court resolution of any disputes regarding the
adjustment.  The deal requires the payment of a $6.5 million
deposit, and called for the Debtors' bankruptcy filing and a
bidding and auction to test the offer.

Prepetition, the Debtors attempted a dual-track restructuring.
They tapped SSG Capital Advisors as investment banker to assist in
pursuing a sale.  Huron Consulting Services LLC was retained to
help in the refinancing of $38.1 million in secured bank debt.

The Debtors have proposed this sale timeline:

    -- Nov. 11, 2011, at noon (Eastern): Deadline for competing
       bidders to submit a "bid package" (including, among other
       things, (1) a binding offer to acquire the assets which
       exceeds KHC's bid by at least $4.25 million and (2) a
       significant good faith deposit)

    -- Nov. 14, 2011: Auction (if competing bids received)

    -- Nov. 15, 2011, at 4:00 p.m. (Eastern): Deadline to
       object to the sale, assumption and assignment of a contract
       to the purchaser, or the debtors' proposed cure amount

    -- Nov. 16, 2011: Sale Hearing

If KHC is not ultimately the winning bidder, the proposed
agreement would entitle KHC to a combined break-up fee/expense
reimbursement equal to the greater of $3 million or 3.0% of the
ultimate purchase price.  If, however, Hussey Copper would decide
to abandon the sale completely and proceed with a stand-alone plan
of reorganization, KHC would instead be entitled to an expense
reimbursement not to exceed $2 million.

                        $___ DIP Financing

The Debtors' bank group, consisting of PNC Bank NA, as issuer and
lender, and lenders Wells Fargo Capital Finance LLC, and Bank of
America NA, have committed to provide $50 million in the aggregate
to fund the Debtors' operations as they pursue the asset sale and
seek confirmation of a Chapter 11 plan of liquidation.

Hussey Copper is a borrower under a 2006 credit facility that
provided for up to $66.5 million in funding.  Hussey Copper
defaulted on the facility in March 2010 and entered into a series
of forbearance agreements.  The most recent forbearance extension
expired Sept. 26, 2011.  As of the petition date, the Debtors owed
$38.1 million under the facility.

The Debtors also owed $2.4 million under a second lien facility
with Schneider Electric USA Inc., formerly known as Square D
Company.

On Sept. 28, the Debtors won interim authority to borrow $35
million from the DIP Facility and use cash collateral securing
their prepetition obligations to the bank group and Schneider.

The DIP facility matures on the earliest of, among others:

     -- Nov. 28, 2011;

     -- effective date or substantial consummation of a plan
        of reorganization;

     -- closing of a sale of substantially all of the Debtors'
        assets;

     -- date of conversion of the cases to chapter 7; and

     -- date of dismissal of the bankruptcy cases.

                        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, with a deal to sell
substantially all assets.  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.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.

The stalking horse bidder, KHC Acquisitions LLC, is represented in
the case by:

          David D. Watson, Esq.
          Scott Opincar, Esq.
          McDONALD HOPKINS LLC
          600 Superior Avenue E, Suite 2100
          Cleveland, OH 44114
          Tel: 216-348-5814
          E-mail: dwatson@mcdonaldhopkins.com
                  sopincar@mcdonaldhopkins.com

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders:

          Lawrence F. Flick II, Esq.
          BLANK ROME LLP
          The Chrysler Building
          405 Lexington Avenue
          New York, NY 10174-0208
          Tel: 212-885-5556
          E-mail: Flick@BlankRome.com

               - and -

          Regina Stango Kelbon, Esq.
          BLANK ROME LLP
          1201 Market Street, Suite 800
          Wilmington, DE 19801
          Tel: 302-425-6424
          E-mail: Kelbon@BlankRome.com


HUSSEY COPPER: U.S. Trustee Appoints 7-Member Creditors' Panel
--------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hussey Copper Corp.

The Creditors Committee members are:

      1. Metal Management Pittsburgh, Inc.
         c/o Sims Group USA Holdings Corporation,
         ATTN: Myles Partridge
         110 Fifth Avenue, 7th Floor
         New York NY 10011,
         Tel: (212) 500-7507
         Fax: (212) 604-0722

      2. Commercial Metals Company
         ATTN: Paul Kirkpatrick
         6565 N. MacArthur Blvd.
         Irving, TX 74039
         Tel: (972) 409-4726
         Fax: (214) 689-4326

      3. HKP Metals, Inc.
         ATTN: Michael Pennesi
         301 Wide Drive
         McKeesport PA 15135,
         Tel: (412) 751-0500
         Fax: (412) 751-4604

      4. Tri State Metal Company
         ATTN: Marc Spellman
         1745 Fulton Street
         Chicago IL 60612,
         Tel: (312) 226-7465

      5. Wimco Metals Inc.
         ATTN: Glen Gross
         401 Penn Avenue
         Pittsburgh PA 15221,
         Tel: (412) 243-8000
         Fax: (412) 243-2225

      6. United Scrap Metal
         ATTN: Brian Schafer
         1545 S. Cicero Avenue
         Cicero IL 60804
         Tel: (708) 780-5306
         Fax: (708) 780-0510

      7. United Steelworkers
         ATTN: David Jury
         Five Gateway Center, Room 807
         Pittsburgh PA 15222
         Tel: (412) 562-2545
         Fax: (412) 562-2574

Lowenstein Sandler PC serves as the committee counsel.

                        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.


HUSSEY COPPER: Section 341(a) Meeting Scheduled for Nov. 9
----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Hussey Copper Corp. on Nov. 9, 2011, at 10:00 a.m. (Eastern
Time).

The meeting will be held at J. Caleb Boggs Federal Building, 844
King Street, Fifth Floor, Room 2112, 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 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.

An official creditors' committee with seven members was appointed.
Lowenstein Sandler PC serves as the committee counsel.


HUSSEY COPPER: Revere Copper Calls Auction Unfair
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Revere Copper Products Inc. is objecting to proposed
procedures governing the auction for the business of Hussey Copper
Corp.

Hussey prepetition signed a deal for an affiliate of Kataman
Metals LLC to purchase the enterprise under a contract with an
$84.7 million sticker price.  According to the sale contract, the
buyer is also related to Cobalt Ventures from Louisville,
Kentucky.  Under the proposed procedures, the sale to Kataman is
subject to higher and better offers.  The hearing to approve sale
procedures is set for Oct. 18.

According to the report, Revere points to escape clauses in the
contract leading to the proffered conclusion that the Kataman
contract is "illusory."  As a competing bidder, Revere says the
proposed timeline doesn't afford "sufficient time for parties
other than Kataman to conduct due diligence."  According to
Revere, there are inconsistencies and ambiguities in the Kataman
contract where the purchase price could be overstated as much as
$10 million.  Revere argues that Kataman's proposed breakup fee is
about 7% of the cash price, or more than twice what courts in
Delaware usually allow.  Given how St. Louis-based Kataman isn't
firmly bound to buy the business, Revere opposes a breakup fee.

                         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.

Hussey Copper Corp. had an official creditors' committee with
seven members appointed.  The panel selected Lowenstein Sandler
PC, a law firm from Roseland, New Jersey, to serve as counsel.


IMAGEWARE SYSTEMS: Plans to Appoint New Director to Fill Vacancy
----------------------------------------------------------------
John L. Holleran, a member of the Board of Directors of ImageWare
Systems, Inc., passed away on Thursday, Oct. 6, 2007.  The
remaining members of the Board of Directors of the Company intend
to appoint a new director to fill the vacancy on the Board of
Directors created as a result of Mr. Holleran's untimely passing.

                       About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

                          *     *     *

ImageWare Systems has not timely filed its financial reports with
the Securities and Exchange Commission.  The latest balance sheet,
which is as of June 30, 2009, showed total assets of $5,400,000,
total liabilities of $8,149,000, and a shareholders' deficit of
$2,749,000.

According to the Company's Form 10-Q, there is substantial doubt
about the Company's ability to continue as a going concern.  The
Company cited continuing losses, negative working capital and
negative cash flows from operations.


IMPERIAL PETROLEUM: To Restate January & April Quarterly Reports
----------------------------------------------------------------
The audit committee of the Board of Directors of Imperial
Petroleum, Inc., on Oct. 6, 2011, concluded that the Company's
consolidated financial statements for the quarters ended Jan. 31,
2011, and April 30, 2011, should be restated because it
incorrectly recorded the revenue for the periods in question.  The
Company concluded that a portion of the revenue should have been
deferred and that the associated transactions were incorrectly
accounted for under U.S. generally accepted accounting principles.

The Company has concluded that there were accounting errors with
respect to the recognition of revenue associated with certain
volumes of biodiesel that were paid for by a customer but not
delivered within the periods in questions.  For the fiscal year,
the volumes in question amount to less than 3% of total sales,
however, as a result of the inability of the Company's old
accounting system to adequately track sales of biodiesel in real
time, certain contract volumes within the quarterly periods,
though paid for by the customer, remained undelivered during the
period and represent material adjustments to the quarterly
financial presentation.  These amounts were booked originally as
revenue for the period and should have been carried as a liability
under customer accounts as other current liabilities, since
payment had been received by the Company but the volumes had not
been delivered to the customer.

The Company's audit committee has discussed this matter with its
independent auditors.  The Company intends to file amendments to
its Form 10-Qs for the quarterly periods ended Jan. 31, 2011, and
April 30, 2011, to reflect the foregoing restatement as promptly
as practicable.

                       About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  It oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

The Company's balance sheet at April 30, 2011, showed
$20.01 million in total assets, $28.03 million in total
liabilities and a $8.02 million total stockholders' deficit.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.


INNKEEPERS USA: Trial Over Nixed $1 Billion Deal Delayed Again
--------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that a trial over a
scuttled $1.12 billion property deal between Innkeepers USA Trust
and a Cerberus Capital Management LP unit was put on hold again
Wednesday after already being twice delayed earlier this week for
settlement talks.

Innkeepers and Cerberus had been negotiating a possible deal that
could end Innkeepers suit over whether Cerberus and Chatham
Lodging Trust were entitled to back out of the transaction.  The
trial, now scheduled to begin Oct. 20, was first delayed Monday.

                       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.


INNKEEPERS USA: Cerberus May Announce Settlement on Lawsuit
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Innkeepers USA Trust and Cerberus Capital Management
LP may announce a settlement of their $1.12 billion lawsuit,
according to a person familiar with the discussions who declined
to be identified because the negotiations are private.

Mr. Rochelle relates that trial originally was to begin Oct. 10 on
the suit in which Innkeepers was aiming to force Cerberus and
Chatham Lodging Trust to carry out a contract to buy 64 hotels for
$1.12 billion.   Completing the sale would allow Innkeepers to
carry out the Chapter 11 reorganization plan the bankruptcy court
in New York approved in June.

Cerberus, Mr. Rochelle discloses, reached a tentative settlement
over the weekend with Innkeepers, according to two people with
knowledge of the discussions.  Under that agreement, Cerberus and
Chatham will cut the amount they pay for Innkeepers, said the
people, who didn't disclose the new price and asked not to be
named because the talks aren't public.

According to the report, given pending settlement talks, the
bankruptcy court rescheduled the trial to begin Oct. 20.  If the
settlements calls for a lower price and the parties seek approval
of a modified plan on Oct. 20, affected parties would need to
consent because a new version of the plan would have a lower
recovery at least for the primary secured creditors.

                    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.

                    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.


INTEGRATED BIOPHARMA: Inks Forbearance Agreement with Imperium
--------------------------------------------------------------
Integrated Biopharma, Inc., on Oct. 4, 2011, entered into a
Forbearance Agreement with Imperium Advisers, LLC, as collateral
agent for the holders of the 8% notes payable issued by the
Company under that certain Securities Purchase Agreement, dated as
of Feb. 21, 2008, with an aggregate principal outstanding amount
of $7.805 million.  The Notes Payable matured on Nov. 15, 2009,
and, as previously reported, the Company failed to repay the Notes
Payable on that scheduled maturity date.  The Company's failure to
repay the Notes Payable on the scheduled maturity date constituted
an Event of Default under the Notes Payable and triggered the
right of the holders of the Notes Payable to give the Company a
notice to accelerate the payment of all unpaid principal and
accrued and unpaid interest.  The Notes Payable are secured by a
pledge of substantially all of the Company's assets.

The Forbearance Agreement provides that the Collateral Agent will
forbear from exercising rights and remedies arising from the
occurrence of Specified Defaults, including the Company's failure
to repay the Notes Payable which are due and payable.  The
Forbearance Agreement will terminate on the earlier to occur of
(i) Dec. 31, 2011, (ii) the date the Company fails to comply with
the covenants, conditions and agreements contained in the
Forbearance Agreement, (iii) the date of the occurrence of any
Event of Default, other than the Specified Defaults, under the
SPA, the Notes Payable, the Certificate of Designation, the
Registration Rights Agreement, the Subsidiary Guaranty, dated as
of Feb. 21, 2008, by and among the Company, certain of its
subsidiaries and the Collateral Agent, the Security Agreement,
dated as of Feb. 21, 2008, by and among the Company, certain of
its subsidiaries and the Collateral Agent and all other
agreements, documents and other instruments entered into by the
Company or any of its subsidiaries in connection with the SPA, or
(iv) the date the Notes Payable are paid in cash and all other
obligations under the Transaction Documents are satisfied.

The Forbearance Agreement provides, among other things:

(1) The Collateral Agent may sell the 1,266,706 shares of common
stock of iBio, Inc., pledged by the Company to the Notes Payable
Holders pursuant to the Security Agreement as soon as commercially
reasonable and apply the net proceeds from that sale, first
against unpaid principal obligations under the Notes Payable and
second, to any remaining obligations under the Transaction
Documents.

(2) The Company will not, prior to the payment in full of all
obligations owed to the Note Payable Holders under the Transaction
Documents, make any (a) principal payments in respect of the $4.5
million outstanding principal amount of the Convertible Note
Payable held by CD Financial, LLC, which matured on Feb. 21, 2011,
(b) past due rental or lease payments under the Company's lease
obligations to Vitamin Realty Associates, L.L.C., or (c) any
rental or lease payments, including any past due rental or lease
payments, in respect of any other personal or real property leased
or rented by the Company or any of its subsidiaries from E. Gerald
Kay or any family member of E. Gerald Kay; provided, that, so long
as no Event of Default exists and is continuing, the Company will
be permitted to make interest payments in respect of the CD
Financial Debt and make current rental or lease payments under the
Company's lease obligations to Vitamin Realty.  If an Event of
Default exists and is continuing, the Company will not be
permitted to make any interest payments in respect of the CD
Financial Debt or make any current rental or lease payments under
the Company's lease obligations to Vitamin Realty.  Any breach by
the Company of (a) (b) or (c) will constitute an Event of Default
under, and will trigger a termination of, the Forbearance
Agreement.

(3) If the Company fails to repay all of its obligations under the
Transaction Documents prior to Dec. 31, 2011, then on Dec. 31,
2011, the Company will pay to the Collateral Agent, for the
ratable benefit of the Notes Payable Holders, a fee equal to $1
million, which will be in addition to all other fees and expenses
payable by the Company to the Collateral Agent and the Notes
Payable Holders under the Transaction Documents.

(4) On or prior to Oct. 19, 2011, the Company will, at its sole
cost and expense, engage an investment banker reasonably
acceptable to the Collateral Agent, for the purpose of working
with and assisting the Company to sell certain assets of the
Company, including its branded proprietary nutraceutical product
line.

(5) The Company has absolutely, unconditionally and irrevocably
released, on behalf of itself and its subsidiaries, and its and
their respective successors, assigns and other legal
representatives, the Collateral Agent, the Notes Payable Holders,
and various other Releasees from all Claims arising at any time on
or prior to the date of the Forbearance Agreement in connection
with the Transaction Documents, on the terms and conditions set
forth in the Forbearance Agreement.

A full-text copy of the Forbearance Agreement is available for
free at http://is.gd/87Wehn

                     About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

The Company's balance sheet at March 31, 2011, showed
$13.22 million in total assets, $19.96 million in total
liabilities, all current, and a $6.73 million total stockholders'
deficiency.


J JILL ACQUISITION: Moody's Lowers Corp. Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service lowered J Jill Acquisition LLC's
Corporate Family and Probability of Default ratings to B3 from B2.
Moody's also lowered the company's secured term loan rating to B3
from B2. The rating outlook is negative.

Ratings lowered:

Corporate Family Rating to B3 from B2

Probability of Default Rating to B3 from B2

$120 million senior secured term loan due 2017 to B3 (LGD 3, 44%)
from B2 (LGD 3, 44%)

RATINGS RATIONALE

The downgrade of J Jill's ratings reflects what Moody's believes
to be weak customer reception to the company's Spring collection
as evidenced by an around 20% decline in EBITDA during the first
half of fiscal year 2012 versus the same period last year. While
the company appears to have addressed the fashion missteps that
occurred, the underperformance relative to Moody's expectations,
along with Moody's view that restrained levels of overall consumer
spending will continue, will likely keep J Jill's debt/EBITDA
(incorporating Moody's standard analytical adjustments) above 6.0
times in the foreseeable -- a level more consistent with a B3
Corporate Family Rating.

The negative rating outlook reflects Moody's concerns that as a
result of the company's operating shortfall, J Jill will not
likely be able to maintain compliance with the financial covenants
contained in its bank agreement unless it is able to obtain
amendments, renegotiate the covenants, or use an equity cure. The
loan documentation provides J Jill's owners with the ability -- in
their sole discretion -- to make capital infusions which can be
included in defined EBITDA for covenant compliance purposes.

While the company is currently in compliance, the financial
covenants in J Jill's bank agreement include a step down in the
leverage covenant. The maximum debt/EBITDA covenant (using the
loan agreement definitions) will step down from its current level
of 3.75 times to 3.50 times by the end of the current fiscal year
ending 1/31/12 and to reduce over the course of the following
fiscal year to 3.0 times by 1/31/13. J Jill's reported debt/EBITDA
for covenant calculation purposes is about 3.50 times.

The rating outlook could be revised to stable if J Jill is able to
avoid tripping its covenants, either through renegotiation, equity
cure, and/or operating improvements, and longer-term covenant
compliance appears likely. Failure to do so would likely result in
a downgrade of one or more notches. In order to achieve a higher
rating, J Jill would have to alleviate covenant compliance issues,
improve debt/EBITDA to below 6 times and EBITA/interest above 1.5
times, and continue to generate positive free cash flow.

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

Headquartered in Quincy, Massachusetts, Jill Acquisition LLC is a
retailer of women's apparel, footwear and accessories though the
internet, catalogs and 225 retail stores. Annual revenues for the
last twelve months are about $380 million.


JAMES RIVER: SouthernSun Owns 10.10% of Class A Common Shares
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Michael W. Cook Asset Management, Inc., d/b/a
SouthernSun Asset Management disclosed that it beneficially owns
3,596,935 shares of Class A common stock of James River Coal Co.
representing 10.10% of the shares outstanding.

A full-text copy of the Schedule 13G is available for free at:

                          http://is.gd/gfkEWF

                            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."


JEFFERSON, AL: Workout Still Facing Local Opposition
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the ability of the Alabama state legislature to
approve a bill implementing a workout of $3.1 billion in Jefferson
County sewer debt remains in doubt given continuing opposition
from some members of the legislative delegation from the county.

County commissioners voted 4-1 on Sept. 16 to approve a debt
restructuring with $1.1 billion in concessions from holders of the
defaulted sewer bonds.  The agreement requires creation of a sewer
authority to take ownership of the sewer system and raise rates,
along with the state's moral obligation to stand behind the
restructured debt.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.

Jefferson County is trying to restructure $3.14 billion in sewer
debt.  A bankruptcy by Jefferson County stands to be the largest
municipal bankruptcy in U.S. history.  It could beat the record of
$1.7 billion set by Orange County, California in 1994.

In September 2010, Alabama Circuit Court Judge Albert Johnson
named John S. Young Jr. LLC as receiver for the sewer system.

Jefferson County has retained Kenneth Klee, Esq., at Klee Tuchin
Bogdanoff & Stern LLP to represent the county in the event of
bankruptcy.  Mr. Klee is considered to be a municipal-bankruptcy
expert, having handled Orange County, Calif.'s bankruptcy case in
1994.

A Chapter 9 filing Jefferson County would be the largest in U.S.
municipal history.


KBK OPERATIONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: KBK Operations, LLC
        30065 Business Center Drive, Suite 1
        Charlotte Hall, MD 20622

Bankruptcy Case No.: 11-30136

Chapter 11 Petition Date: October 10, 2011

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  COHEN, BALDINGER & GREENFELD, LLC
                  7910 Woodmont Avenue, Suite 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350
                  E-mail: steveng@cohenbaldinger.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Wade Kingsley, managing member/owner.


LA VILLITA: Can Use Cash Collateral Until Oct. 31
-------------------------------------------------
On Oct. 3, 2011, the U.S. Bankruptcy Court for the Western
District of Texas, San Antonio Division, entered a eighth agreed
interim order granting La Villita Motor Inns, J.V., authority to
use cash collateral of the Trust, during the period from Oct. 1,
2011, through Oct. 31, 2011, solely in accordance with a rolling
30-day budget.

As adequate protection, the Trust, or GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 1999-C1, is granted post-petition liens upon: (i) all
existing assets and property interests of the Debtor; and (ii) all
after-acquired property of the estate of the type comprising the
pre-petition collateral and with to the same order of priority as
that for the pre-petition liens.

The Debtor will provide ORIX Capital Markets LLC (as special
servicer for U.S. Bank National Association, Trustee for the
Trust), with monthly reports reflecting (i) monthly income and
expenses, (ii) monthly operating reports and financial statements;
(iii) actual disbursements made during each such month; (iv)
confirmation of insurance coverage and Property Tax Escrow
deposits; and (v) occupancy reports.

In addition, on Aug. 1, 2011, the Debtor will pay ORIX the sum of
$38,331.32 as adequate protection for the alleged secured claim
filed by ORIX.

A copy of the cash collateral order with the budget is available
for free at:

     http://bankrupt.com/misc/lavillita.8thinerimccorder.pdf

                  About La Villita Motor Inns JV

San Antonio, Texas-based La Villita Motor Inns JV is a joint
venture, formed on or about April 14, 1980, that owns and operates
a hotel located at 100 La Villita in San Antonio, Texas, known as
the Riverwalk Plaza Hotel.  It filed for Chapter 11 bankruptcy
protection (Bankr. Case No. 10-54864) on Dec. 17, 2010.  Debra L.
Innocenti, Esq., at Oppenheimer Blend Harrison & Tate, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.


LAREDO PETROLEUM: Moody's Assigns 'Caa2' Rating to New Notes
------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Laredo
Petroleum, Inc.'s (Laredo) new senior unsecured notes due 2019.
The outlook is stable.

RATINGS RATIONALE

"The new notes will enhance Laredo's liquidity with proceeds being
used to repay a portion of the credit facility borrowings,"
commented Jonathan Kalmanoff, Moody's Analyst.

Laredo's B3 Corporate Family Rating (CFR) reflects its strong
returns relative to similarly rated peers due to low F&D costs and
a relatively high proportion of liquids production, leverage on
production which is high relative to peers, and the scale of the
company's proven developed reserve base which is consistent with
the B3 rating. Given the company's aggressive capital spending
plans which are well in excess of cash flow and high degree of
reliance on its borrowing base credit facility, the rating assumes
that Laredo will adequately manage its liquidity, maintain capital
productivity in line with historical trends, and continue to
benefit from strong oil prices. The CFR is supported by the
management team's long history in the mid-continent region, good
geological diversification, a large drilling inventory, and the
financial strength of its private equity sponsor.

Pro forma for the notes issuance, Laredo will have $350 million of
availability under its $650 million ($1 billion total commitment)
borrowing base credit facility and $22 million of cash. As an
additional source of liquidity, the company has $50 million
remaining under an equity commitment from Warburg Pincus which it
could draw on at its discretion. Given the extent to which the
company plans to outspend cash flow over the next few years, there
is the potential for the credit facility to remain highly
utilized. This entails liquidity risk since the borrowing base is
subject to semi-annual redeterminations based on a combination of
commodity prices and proven reserves. A sharp drop in prices or
poor reserve replacement could result in decreased availability
under the facility, potentially requiring repayment of a portion
of the outstanding borrowings. The high proportion of anticipated
oil production which is hedged helps to support both cash flows
and the borrowing base since hedged prices are used in determining
borrowing base reserves. Covenants under the credit facility
include EBITDAX / interest of not less than 2.5x and a current
ratio of not less than 1.0x. Moody's anticipates that the company
will maintain adequate head room under these covenants over the
next twelve months given its current capital spending plans. There
are no debt maturities until 2016 when the credit facility
matures. Substantially all of Laredo's assets are pledged as
security under the credit facility which limits the extent to
which asset sales could provide a source of additional liquidity
if needed.

The Caa2 senior unsecured note rating reflects both the overall
probability of default of Laredo, to which Moody's assigns a PDR
of B3, and a loss given default of LGD5-81%. The size of the $650
million senior secured revolver's potential priority claim
relative to the senior unsecured notes results in the notes being
rated two notches beneath the B3 CFR under Moody's Loss Given
Default Methodology.

The principal methodology used in rating Laredo 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.

An upgrade could result if Laredo were to reduce leverage on
average daily production to below $30,000/boe, or if proven
developed reserves were to increase to above 100,000 mboe while
maintaining leverage on average daily production below
$40,000/boe. A downgrade could result if leverage on average daily
production was expected to increase to $50,000/boe as the result
of a high level of debt funding of growth or large distributions.

Laredo Petroleum, Inc. is an independent exploration and
production company headquartered in Tulsa, OK.


LB-UBS COMMERCIAL: Fitch Cuts Ratings on Four Note Classes to C
---------------------------------------------------------------
Fitch Ratings has downgraded eight below investment grade classes
of LB-UBS Commercial Mortgage Trust 2007-C2, commercial mortgage
pass-through certificates.

The downgrades reflect greater certainty of Fitch expected losses
across the pool as a result of updated valuations on the existing
specially serviced loans.  Fitch modeled losses of 15.21% of the
remaining pool; expected losses of the original pool are at
16.43%, including losses realized to date. Fitch designated 60
loans (40.04% of the pool balance) as Fitch Loans of Concern,
including twenty specially serviced loans (24.98%).  Six of the
Fitch Loans of Concern (21.88%) are within the transaction's top
15 loans by unpaid principal balance.  Fitch expects classes G
through L may be fully depleted from losses associated with the
specially serviced assets.

As of the September 2011 distribution date, the pool's aggregate
principal balance has reduced by approximately 6.03% (including
2.14% of realized losses) to $3.34 billion from $3.55 billion at
issuance. One loan is partially defeased (1.96%). Interest
shortfalls are affecting classes G through T.

The largest contributor to Fitch-modeled losses is the One
Alliance Center loan (4.94%), which is secured by a 20-story,
553,017-square foot (sf) Class A office building located in the
Buckhead submarket of Atlanta, GA.  The loan transferred to
special servicing in May 2010 for imminent default due to
significant near-term lease expirations coupled with soft market
conditions.  The special servicer continues to discuss workout
options with the borrower while simultaneously pursuing
foreclosure.  The June 2011 rent roll reported occupancy at 96%
and the year-to-date (YTD) 2011 debt service coverage ratio (DSCR)
was 1.36 times (x).  However, the building's largest tenant's (S1
Corporation: 33% of the net rentable area) lease expired in August
2011.  Rents for leases in place at the property are well above
market, as evidenced by recent renewals at lower rates. The loan
is current as of the September 2011 payment date.

The next largest contributor to losses is the Duke Cleveland East
Suburban Portfolio loan (4.04%), which is secured by eight office
properties totaling approximately 900,000 sf, located in the
Cleveland, OH metropolitan statistical area (MSA).  The property
has experienced cash flow declines due to lower occupancy.  The
loan transferred to the special servicer in July 2011 due to
payment default, and is currently due for the June 2011 payment.
The special servicer has initiated the foreclosure process, and
will begin potential workout negotiations with the borrower.
Occupancy for the portfolio is 80% as of December 2010, down from
93% in December 2009.  The servicer reported year end (YE)
December 2010 DSCR at 1.27x, a decline from 1.47x in YE 2009. YTD
March 2011 DSCR reported even lower at 1.06x.

The third largest contributor to losses is the Bethany Maryland
Portfolio loan (5.54%), which is collateralized by three
multifamily properties totaling 1,909 units.  The properties are
located across the Washington-Arlington-Alexandria and Baltimore
MSA's.  The loan transferred to the special servicer in April 2009
due to the borrower's request to modify payment terms for the non-
trust B note and to modify certain reserve provisions.  The
initial agreement had expired and the borrower made an additional
modification requests. The trust A note remains current.

Fitch downgrades the following classes:

  -- $315.5 million class A-J to 'B-sf' from 'Bsf'; Outlook
     Negative;
  -- $40 million class D to 'CCsf/RR2' from 'CCCsf/RR2';
  -- $13.3 million class E to 'CCsf/RR6' from 'CCCsf/RR2';
  -- $26.7 million class F to 'CCsf/RR6' from 'CCCsf/RR6';
  -- $35.5 million class G to 'Csf/RR6' from 'CCCsf/RR6';
  -- $31.1 million class H to 'Csf/RR6' from 'CCCsf/RR6';
  -- $35.5 million class J to 'Csf/RR6' from 'CCCsf/RR6';
  -- $40 million class K to 'Csf/RR6' from 'CCsf/RR6'.

Fitch also affirms the following classes:

  -- $337.5 million class A-2 at 'AAAsf'; Outlook Stable;
  -- $78 million class A-AB at 'AAAsf'; Outlook Stable;
  -- $1.278 billion class A-3 at 'AAAsf'; Outlook Stable;
  -- $656.1 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $355.4 million class A-M at 'AAsf'; Outlook Negative;
  -- $26.7 million class B at 'CCCsf/RR1';
  -- $53.3 million class C at 'CCCsf/RR1'.

Classes L, M and N will remain at 'Dsf/RR6' due to realized
losses.

Fitch does not rate classes P through T, which have been reduced
to zero due to realized losses.  Class A-1 has paid in full.

On Dec. 17, 2010 Fitch withdrew the rating on the interest-only
classes X-CP, X-W, and X-CL.


LEE ENTERPRISES: Gregory Schermer Discloses 3.8% Equity Stake
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Gregory P. Schermer and his affiliates disclosed that
they beneficially own 1,730,818 shares of common stock of Lee
Enterprises, Incorporated, representing 3.84% of the shares
outstanding.  On June 26, 2011, there were 44,957,601 shares of
Common Stock outstanding.  A full-text copy of the Schedule 13D is
available for free at http://is.gd/pQ1WTy

                        About Lee Enterprises

Lee Enterprises, Inc., headquartered in Davenport, Iowa, publishes
the St. Louis Post Dispatch and the Arizona Daily Star along with
more than 40 other daily newspapers and about 300 weeklies.
Revenue for the 12 months ended December 2010 was approximately
$780 million.

The Company's balance sheet at June 26, 2011, showed $1.18 billion
in total assets, $1.26 billion in total liabilities, and a
$75.71 million total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on May 16, 2011,
Standard & Poor's lowered its preliminary corporate credit rating
on Lee to 'B-' from 'B'.  The rating outlook is negative. "The
downgrade is based on the company's significant near-term
maturities and our belief that alternative refinancing options
will likely be costly," said Standard & Poor's credit analyst Hal
F. Diamond.  "We withdrew our 'B' preliminary issue rating on Lee
Enterprises' proposed $680 million first-lien senior secured notes
due 2017 with a preliminary recovery rating of '3' (also
withdrawn), indicating our expectation of meaningful (50%-70%)
recovery for lenders in the event of a payment default," S&P
related.

As reported by the TCR on May 6, 2011, Moody's withdrew its
ratings on Lee after the publisher cancelled a planned refinancing
that would have included the upsizing of its first lien senior
secured notes due 2017 to $680 million from $675 million, and
shifting of the coupon on the $375 million senior secured notes
due 2018 to a cash/PIK combination from all cash.  Moody's had
previously assigned Caa1 Corporate Family Rating on Lee.


LEVI STRAUSS: Reports $31.3-Mil. Profit in Aug. 28 Quarter
----------------------------------------------------------
Levi Strauss & Co. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $31.30 million on $1.18 billion of net sales for the three
months ended Aug. 28, 2011, compared with net income of $26.62
million on $1.09 billion of net sales for the three months ended
Aug. 29, 2010.

The Company also reported net income of $90.98 million on $3.35
billion of net sales for the nine months ended Aug. 28, 2011,
compared with net income of $64.10 million on $3.06 billion of net
sales for the nine months ended Aug. 29, 2010.

The Company reported net income of $149.44 million on
$4.33 billion of net sales for the year ended Nov. 28, 2010,
compared with net income of $150.71 million on $4.02 billion of
net sales for the year ended Nov. 29, 2009.

The Company's balance sheet at Aug. 28, 2011, showed $3.28 billion
in total assets, $3.38 billion in total liabilities and $10.72
million in temporary equity, and a $106.73 million total
stockholders' deficit.

"In the third quarter, we saw continued revenue growth from the
Levi's brand in markets around the world, but increased cotton
costs continued to put pressure on the margins of all our
products," said Blake Jorgensen, chief financial officer of Levi
Strauss & Co.  "Going forward, while dealing with the challenging
economic environment and volatile raw material costs, we will
focus on controlling our expenses and managing inventory."

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

                           http://is.gd/KHaZCb

                         About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

                           *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'B+' issuer default rating from Fitch Ratings.

As reported by the TCR on March 24, 2011, Fitch Ratings downgraded
its Issuer Default Rating on Levi Strauss & Co. to 'B+' from
'BB-'.  The downgrade of the IDR reflects Levi's soft operating
trends and margin compression, continued high financial leverage,
and Fitch's expectation that Levi's financial profile will not
show meaningful improvement in the next one to two years.


LIMITED BRANDS: S&P Affirms 'BB+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Columbus, Ohio-based Limited Brands Inc. to stable from negative.
"At the same time, we affirmed all ratings on the company,
including the 'BB+' corporate credit rating," S&P said.

"We also revised the recovery rating on the unsecured debt without
subsidiary guarantees to '4' from '3' because of the additional
debt issuance earlier this year. The '4' recovery rating indicates
our expectation of average (30%-50%) recovery. The issue-level
rating on the unsecured debt without subsidiary guarantees remains
'BB+'," S&P related.

"The outlook revision reflects the company's robust performance
during the first half of the year and our expectation of further
gains over the near term, although at a diminished rate," said
Standard & Poor's credit analyst David Kuntz. "In our view, the
company's financial policy is likely to remain aggressive, but we
believe that credit protection metrics may demonstrate modest
improvement over the near term because of EBITDA growth," he
added.

The ratings on Limited Brands reflect Standard & Poor's
expectation for further performance gains over the near term,
though at a lower rate than the experienced during the first half
of 2011, and for financial policies likely to remain aggressive.
Both its Victoria's Secret (VS) and Bath & Body Works (BBW)
divisions are relatively mature, and historically have provided
consistent and solid cash flows.

The company's fair business risk profile incorporates its
participation in the intensely competitive specialty retail
industry, satisfactory market positions in intimate apparel and
personal care products, and geographic diversity.


LIONCEST TOWERS: Hearing on Case Dismissal Continued Until Oct. 25
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until Oct. 25, 2011, at 10:30 a.m., the hearing to
consider the request to dismiss the Chapter 11 case of Lioncrest
Towers LLC.

As reported in the Troubled Company Reporter on March 16, 2011,
Wells Fargo Bank N.A. asked the Court to grant relief from the
automatic stay to allow it to foreclose on its collateral, and
dismiss the Debtor's case.

                   About Lioncrest Towers, LLC

Lioncrest Towers, LLC, owns and operates a residential apartment
project in Richton Park, Illinois, known as Park Towers.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-36805) on Aug. 17, 2010.  Richard H. Fimoff, Esq., at Robbins,
Salomon & Patt, Ltd., in Chicago, assists the Debtor in its
restructuring effort.  The Debtor estimated assets and debts at
$10 million to $50 million.


LOS ANGELES DODGERS: Deny Owner is Subject of Government Probe
--------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the Los Angeles
Dodgers LLC denied Wednesday that team owner Frank McCourt is
under government investigation after Major League Baseball asked a
Delaware bankruptcy court for access to documents pertaining to
the as-yet-undisclosed probe.

Law360 relates that at a hearing on discovery related to the
upcoming showdown between the league and McCourt over control of
the team, MLB attorney Glenn Kurtz of White & Case LLP said the
league wants information about the embattled owner that the
Dodgers may have handed over to investigators.

Dow Jones' Daily Bankruptcy Review reports that a MLB said in open
court that embattled Los Angeles Dodgers owner Frank McCourt is
the subject of a government investigation -- an accusation that a
representative for the team says is false.

                     About Los Angeles Dodgers

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

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

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

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

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

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

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

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: Loses First Round With Baseball Commissioner
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Los Angeles Dodgers baseball club was directed by
the bankruptcy judge at a hearing to turn over documents left
behind when the team removed the monitor appointed pre-bankruptcy
by the Commissioner of Major League Baseball.

According to the report, the monitor left behind documents locked
in a cabinet, and the judge told the team to turn them over.

From the pivotal trial beginning Oct. 31, the bankruptcy judge in
Delaware will decide whether the team can sell television
broadcasting rights beginning with the 2014 season, Mr. Rochelle
relates.

The commissioner, according to Mr. Rochelle, contends the sale
violates league rules because it's not in the best interests of
baseball.  The team in return alleges the commissioner isn't
making decisions in good faith.

The team says a media-rights sale will allow confirmation of a
full-payment Chapter 11 plan.  The league proposes a sale of the
entire team and says that a media sale alone will mortgage the
club's future.  If the commissioner succeeds in blocking the
media-rights sale, he wants permission from the judge to file a
Chapter 11 plan selling the club.

                   About Los Angeles Dodgers

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

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

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

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

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

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

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

Ticket holders are seeking the appointment of their own committee.

The LA Dodgers is among 13 sports team in North America to have
sought bankruptcy protection.

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


LOS ANGELES DODGERS: Joseph Farnan to Mediate Dispute with MLB
--------------------------------------------------------------
On Oct. 3, 2011, the U.S. Bankruptcy Court for the District of
Delaware has appointed recently retired U.S. District Judge
Joseph J. Farnan, Jr., as mediator between the Los Angeles Dodgers
LLC and the Commissioner of Baseball, d/b/a Major League Baseball,
nunc pro tunc to July 5, 2011.

Since July 5, 2011, Mr. Farnan has been working to bring the
Debtors and the Commissioner to a settlement of their disputes.

The Debtors and the Commissioner of Baseball, d/b/a Major League
Baseball will share equally in the payment of the Mediator's
normal fee and reasonable expenses.

At the conclusion of his work, the Mediator will file a report
advising the Court only that the matter has or has not been
settled, without any further detail.

                    About Los Angeles Dodgers

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

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

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

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

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

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

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

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.


M WAIKIKI: Has Final Nod to Borrow up to $2,500,000 from the Trust
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii has granted
M Waikiki LLC final authorization to obtain postpetition financing
of up to $2,500,000 from The Davidson Family Trust.

Subject to compliance with the terms and conditions of the Credit
Agreement and this Final DIP Order, Debtor is authorized to borrow
the DIP Loans, during the period from the date of entry of this
Final DIP Order through and including the final hearing on the DIP
Credit Facility Termination Date, as defined in the Credit
Agreement.

A copy of the Final DIP Order is available for free at:

       http://bankrupt.com/misc/mwaikiki.finaldiporder.pdf

As reported in the TCR on Sept. 28, 2011, the Bankruptcy Court
granted the Debtor authorization to (a) obtain postpetition
financing of up to $1,000,000 on an interim basis from The
Davidson Family Trust and (b) use cash collateral pursuant to the
senior liens of the Indenture Trustee in accord with a budget
through Oct. 1, 2011.

The Debtor has requested the Court for authorization to borrow up
to $2,500,000, on a final basis, from the DIP Lender.

The DIP Lender is an investor in as well as a lender to the
Debtor.  The DIP Lender indirectly holds a majority of the Class A
membership interests in the Debtor that it acquired for an
investment of $28,000,000.  The DIP Lender is also the sole holder
of Class C direct membership interests, having provided
$80,000,000 in capital contributions for the renovation of the
hotel, carrying costs, and operating shortfalls.

In addition, the DIP Lender is also a lender to the Debtor
pursuant to a promissory note dated Nov. 16, 2010, in the initial
amount of $15 million, allegedly secured by liens on substantially
all of the Debtor's assets that are junior to senior liens of
Wells Fargo Bank, National Association, as Trustee for Nomura CRE
CDO Grantor Trust, Series 2007-2.

The Debtor will only use the proceeds of the DIP Loans for
Permissible Uses, including, subject to the Variance, the costs
and expenses associated with the operation of the Debtor's
business and the conduct of its case, in the amounts and
categories of the Debtor's budget delivered to and agreed by the
Administrative Agent prior to the entry of this Interim DIP Order.

As adequate protection for the use of cash collateral pursuant to
the Indenture Trustee's its senior liens, Wells Fargo Bank,
National Association is granted a replacement lien upon all
unencumbered collateral (except for avoidance actions) to the
extent (i) its cash collateral was actually used by the Debtor and
(ii) to the extent its cash collateral actually diminishes in
value during the period covered by the budget and during any
subsequent periods covered by any other orders of the Court
approving use of cash collateral, subject only to the Carve-Out.

The significant terms of the $2,500,000 DIP Credit Facility are:

Borrower                  : M Waikiki LLC

Administrative Agent      : The Davidson Group, a Nevada
                            corporation

DIP Lender                : The Davidson Family Trust

DIP Credit Facility       : Secured debtor-in-possession term
                            credit family

Maximum Loan Amount       : $2,500,000

Availability              : In two or more draws.  Up to
                            $1,000,000 will be immediately
                            available upon entry of the Interim
                            DIP Order.  Upon entry of the Final
                            DIP Order, up to an additional
                            $1,500,00 will be available.

Term                      : All obligations will be due on the
                            earlier of six months from the Interim
                            DIP Order Date and (b) the occurrence
                            of a DIP Credit Facility Termination
                            Event.

Interest and Fees         : 15% p.a. Upon any default, interest
                            will be at the default rate of
                            20% p.a. Borrower will pay the DIP
                            Credit Facility Costs.

Security                  : Second priority perfected priming
                            interests in all property of the
                            Borrower, junior only to the security
                            interests of Wells Fargo Bank,
                            National Association, as Indenture
                            Trustee, and the Carve Out.

DIP Credit Facility Costs : All reasonable costs of the
                            Administrative Agent and the DIP
                            Lender associated with the DIP Credit
                            Facility, including, but not limited
                            to the Administrative Agent's and the
                            DIP Lender's out-of-pocket expenses
                            associated with the transaction,
                            professional fees, recording fees,
                            search fees, and filing fees will be
                            paid by the Borrower.

A copy of the Interim DIP Order and the $12,500,000 Loan Term
Sheet is available for free at:

      http://bankrupt.com/misc/mwaikiki.interimdiporder.pdf

                         About M Waikiki

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

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

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  The Debtor estimated $100 million to $500 million
in both assets and debts.

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

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

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


MANHATTAN WEST: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Manhattan West LLC.
          dba 8 1/2 Ultra Lounge
              Gypsy Nightclub
              Piranha Nightclub
        4605 Paradise Road
        Las Vegas, NV 89169

Bankruptcy Case No.: 11-25998

Chapter 11 Petition Date: October 10, 2011

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

Judge: Mike k. Nakagawa

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: $50,000

Scheduled Debts: $2,277,775

The Company's list of its nine largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb11-25998.pdf

The petition was signed by Paul San Filipo, CEO.


METHODIST HOSPITAL: Moody's Withdraws 'Ba3' Bond Rating
-------------------------------------------------------
Moody's Investors Service has withdrawn the Ba3 rating of
Methodist Hospital (Methodist) and removed it from Watchlist. The
rating action effects $69.3 million in rated debt outstanding.

SUMMARY RATINGS RATIONALE

The withdraw of the rating is prompted by the lack of issuer
information regarding operations, strategy, financial performance
and status of disproportionate share funding. As noted in the June
24, 2011 Watchlist report, if information was not received in 60
days, Moody's will take appropriate rating action which could
include the withdrawal, raising or lowering of the rating. In the
absence of this information, Moody's believes that it is unable to
provide investors with an informed assessment of the current
credit quality of this debt instrument. Moody's notes the
improvement in operating performance and liquidity growth in
fiscal years 2009 and 2010. However, due to lack of communication
with the issuer regarding strategy and performance, historical
volatile operating performance and dependence on inconsistent
disproportionate share funding Moody's is taking no action at this
time except to withdraw the rating.

WITHDRWAL REASON

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.


MICROBILT CORP: Plan Draft Requires Chex Systems Dispute Completed
------------------------------------------------------------------
MicroBilt Corporation, et al., ask the U.S. Bankruptcy Court for
the District of New Jersey to extend their exclusive periods to
file and solicit acceptances for the proposed plan of
reorganization until Jan. 31, 2012, and March 30, respectively.

In their second request for extension, the Debtors relate that the
current exclusive periods were fixed to afford the Debtors
opportunity to prepare and file a plan after trial with Chex
Systems, Inc., one of their main suppliers, was completed.
However, the trial date was adjourned, the exclusive filing period
would expire one day before the trial begins.  The Debtors note
that the litigation will have a substantial impact on the
structure of the Debtors' reorganized business and plan.

The Debtors set an Oct. 31, hearing on the requested exclusivity
extension.  Objections, if any, are due Oct. 24, at 4:00 p.m.
(Eastern Time).

                      About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of $150
million to $180 million.

No trustee, examiner or committee has been requested or appointed
in these Chapter 11 cases.


MSR RESORT: Trump on Tap to Buy Doral for $170-Mil.
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Donald Trump is the purchaser lined up to pay $170
million for the Doral Golf Resort and Spa in Miami, according to
Michael Ashner, chief executive of Winthrop Realty Trust.
Winthrop along with Paulson & Co. foreclosed the Doral and four
other resorts in January that had been owned by Morgan Stanley's
CNL Hotels & Resorts Inc.

Although there will be an auction presenting the opportunity for a
higher price, there are no other bidders at this time, Mr. Ashner
told Bloomberg News in an interview.

The bankruptcy judge took care of housekeeping matters opening the
door to an Oct. 31 hearing where Paulson and Winthrop will have
until September 2012 for completion of the reorganization.

The Oct. 31 hearing is when the judge will consider approving
interim settlements with Government of Singapore Investment Corp.
and MetLife Inc., two mezzanine lenders who had been pushing for a
quicker resolution of the reorganization.

Paulson and Winthrop believe the Trump offer implies a value for
all the resorts "significantly" exceeding the $1.5 billion in
debt.  Paulson and Winthrop foreclosed mezzanine loans on five
resorts in January and put them into Chapter 11 in February.

The filing forestalled maturity of $1 billion in mortgages and
$525 million in mezzanine debt.

                         Hilton Deal

Dow Jones' Daily Bankruptcy Review reports that on the heels of a
tentative deal with Donald Trump for one its luxury properties,
the owners of a group of high-end resorts mired in Chapter 11 say
they're "far less optimistic" about reaching a new agreement with
Hilton Worldwide, the manager of several of the resorts.

                        About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


NASSAU BROADCASTING: Wins Conversion; Going Concern Sale Pushed
---------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Nassau Broadcasting
I LLC on Wednesday won a Delaware bankruptcy court's blessing to
convert its involuntary Chapter 7 bankruptcy -- pressed by
creditors including Goldman Sachs Lending Partners LLC -- to a
proceeding on its own terms in Chapter 11.

Dow Jones' DBR Small Cap reports that lenders who sought to push
Nassau Broadcasting Partners LP into Chapter 7 say they're opposed
to a "piecemeal liquidation" of the radio station owner and
operator, and instead propose a swift going concern sale where
they could potentially serve as lead bidder.

Nassau Broadcasting Partners LP is a radio-station owner and
operator.

Three secured lenders -- affiliates of Goldman Sachs Group Inc.,
Fortress Investment Group LLC and P.E. Capital LLC -- filed
involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del. Case
No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting
Partners LP, the owner of 45 radio stations in the northeastern
U.S.  The lender group said in court papers that they are owed
$83.8 million secured by all of Nassau's property.  Involuntary
petitions were also filed against three affiliates of Nassau,
which is based in Princeton, New Jersey.  The lenders said the
stations aren't worth enough to pay them in full.


NCO GROUP: Merger Transaction Expected to Close After Oct. 12
-------------------------------------------------------------
As previously disclosed, APAC Customer Services, Inc., a leader in
global outsourced services and solutions, and affiliates of One
Equity Partners, the majority stockholder of NCO Group, Inc.,
entered into a definitive merger agreement on July 6, 2011, under
which that affiliate of OEP will acquire 100% of APAC, through an
all-cash transaction with an aggregate equity value of
approximately $470 million.

OEP has informed NCO Group that the transaction is expected to
close shortly after the special meeting of the shareholders of
APAC currently scheduled for Oct. 12, 2011, subject to the
satisfaction of customary closing conditions (including approval
of APAC's shareholders).  OEP has further informed the Company
that following the closing OEP intends to continue to, as
previously disclosed, seek to combine APAC with the Company to
build market leadership in business process outsourcing and
customer care solutions.  The terms of any such combination have
not been finalized and there can be no assurance that any such
combination will be completed or if completed, the terms or timing
of any such combination.

The Company may have to borrow money, incur liabilities, or sell
or issue stock as part of any combination and the Company may not
be able to do so on terms favorable to it.  Additional borrowings
and liabilities may have a materially adverse effect on the
Company's liquidity and capital resources.  Completing any such
combination involves a number of risks, including diverting
management's attention from the Company's daily operations, the
use of additional management, operational and financial resources,
system conversions, and the inability to maintain key pre-
combination relationships with customers, suppliers and employees.

The Company might not be able to successfully integrate the
combination into the Company's business or operate the combined
businesses profitably, and the Company may be subject to
unanticipated problems and liabilities of APAC.

                      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.


NEBRASKA BOOK: Noteholders Object to Plan Exclusivity Extension
---------------------------------------------------------------
BankruptcyData.com reports that an ad hoc consortium of certain
holders of Nebraska Book Company's 10% Senior Secured Notes filed
with the U.S. Bankruptcy Court an objection to the Debtors' motion
to extend the exclusive period during which the Company can file a
Chapter 11 plan and solicit acceptances thereof through and
including Feb. 22, 2012 and April 23, 2012, respectively. The
noteholders do not object to the Debtors' request for an
extension, but they maintain that a 60-day extension - rather than
the requested 120-day extension, is sufficient under the
circumstances.

The Court has scheduled an Oct. 18, 2011, hearing on the matter.

                    About Nebraska Book Company

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

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

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

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

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


NEBRASKA BOOK: 2nd-Lien Holders Begin Pressing for New Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that second-lien lenders to Nebraska Book Co. says the
time has come for unsecured bondholders to step aside if they
can't fund the pending reorganization plan.

According to the report, calling the case neither "unusually
large" nor "complex," the second-lien lenders are objecting to a
four-month extension of the exclusive right to propose a plan.
The papers explain how Nebraska Book has been unable to secure a
$250 million loan required for confirming and implementing the
Chapter 11 plan largely worked out before the Chapter 11 filing in
late June.

The plan called for new financing to pay off first- and second-
lien debt in full, while giving most of the new equity to
subordinated noteholders of the operating company and holders of
notes issued by the holding company, the report discloses.

The secured lenders, Mr. Rochelle relates, argue that four more
months of exclusivity improperly give unsecured lenders an "option
to hope the capital markets come to their rescue."  In the
meantime, secured lenders shouldn't "be forced to bear the risk
that the financing markets don't improve."

Secured lenders believe that a 60-day extension of exclusivity is
sufficient.  The hearing on the exclusivity motion is set for
Oct. 18.

Currently, the plan confirmation hearing is set for Oct. 24.  The
company previously said there is a substantial possibility" of
further delay.

                    About Nebraska Book Company

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

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

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

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

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


NEW HOPE: Pennswood Plans to Cease Operations by Monthend
---------------------------------------------------------
James Haggerty of The Scranton Times Tribune reports that
Pennswood Manor recently notified its residents and state
officials that it plans to cease operations by the end of the
month.

According to the report, Cedar Residence Inc., an affiliated
facility in the same building that provides transitional housing
and therapy for men who underwent substance-abuse treatment,
continues operations after the Scranton Zoning Hearing Board's
recent denial of a variance.

Mr. Haggerty says both Pennswood Manor and Cedar Residence are
subsidiaries of New Hope Personal Care Homes Inc., in Scranton,
which filed for Chapter 11 bankruptcy protection in June. New
Hope also operates Mountainside Manor assisted-living facility
in Dallas, Luzerne County.

The report relates that, last month, the court-appointed overseer
in the case moved to convert it to a Chapter 7 liquidation after a
state inspection revealed serious deficiencies at both facilities.
A hearing was scheduled for Oct. 13, 2011, in Wilkes-Barre before
Judge Robert N. Opel.

The report notes Gregory Schiller, the U.S. trustee who supervises
administrative aspects of the case, urged the conversion to a
liquidation after an official of the state Department of Aging
found that clients at Cedar Residence were preparing meals for
Pennswood Manor residents and that the assisted-living facility
had a bedbug infestation.  The inspector also reported she found
an infestation of flies at Mountainside Manor, where one resident
had scabies, a contagious skin ailment caused by mites.

According to Mr. Haggerty, Pennswood Manor's Sept. 28 notice of
its plan to close within 30 days indicated that "[The Company has]
been working diligently to overcome the obstacles that we have
been faced with. . . ."  He adds that residents may be relocated
to other New Hope facilities in Dallas and Nanticoke.

The report relates that Mary Gaffney, executive director of the
Lackawanna County Area Agency on Aging, said Pennswood Manor may
remain open into November until housing is secured for all the
residents.

New Hope Personal Care Homes, Inc., formerly New Hope Home Health
Care, Inc., operates Pennswood Manor on Cedar Avenue in Scranton,
Pa., and Mountainside Manor in Dallas, Pa.  New Hope filed a
Chapter 11 petition (Bankr. M.D. Pa. Case No. 11-04036) on June 1,
2011.  The Debtor estimated assets and liabilities of $500,000 to
$1 million.


NORTHWESTERN STONE: Can Employ Obitz Realty as Real Estate Broker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin
has granted Northwestern Stone, LLC, authorization to employ
Konrad C. Opitz of Opitz Realty, Inc., for the purpose of selling
the real estate located at 4373 Pleasantview Road, Middleton,
Wisconsin pursuant to the terms and conditions of the Commercial
Listing Contract attached to the stipulation entered into by and
between the Debtor and McFarland Statement Bank regarding the
employment of the real estate broker.

A copy of the stipulation is available for free at:

    http://bankrupt.com/misc/northwesternstone.stipulation.pdf

As reported in the TCR on Sept. 16, 2011, Opitz will provide
broker services to sell the Debtor's real estate property located
at 4373 Pleasant View Road, Middleton, Wisconsin, in exchange for
which Opitz will receive a maximum commission of 5%.

In a separate filing, McFarland State Bank, fka Evergreen State
Bank, a secured lender to the Debtor, informed the Court that it
is not opposed to the Debtor's listing the Middleton Quarry
property for sale, but objects to the terms under which it seeks
to sell the Property as well as the initial listing price.

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor disclosed $25,238,172 in
assets and $12,080,628 in liabilities as of the Chapter 11 filing.
Nicole I. Pellerin, Esq., and Timothy J. Peyton, Esq., at Kepler &
Peyton, in Madison, Wisconsin, serve as the Debtor's bankruptcy
counsel.  Grobe & Associates, LLP, serves as the Debtor's
accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop, Esq., and
Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison,
Wisconsin, represent the Committee as counsel.


NORTHWESTERN STONE: Wants Plan Filing Period Extended to March 30
-----------------------------------------------------------------
Northwestern Stone, LLC, asks the U.S. Bankruptcy Court for the
Western District of Wisconsin to further extend its exclusive
right to file a plan and to solicit acceptances of a filed plan
until March 30, 2012, and May 29, 2012, respectively.

The Debtor relates that it has taken steps designed to allow it to
propose a feasible Plan.  Those steps include the entry of a cash
collateral agreement with McFarland State Bank.  That agreement
requires the Debtor, the Bank and creditor's committee to come up
with a plan to liquidate one of the Debtor's quarries, the quarry
located in Middleton Wisconsin.  The Debtor has listed the quarry
for sale with the Opitz Realty subject to Court approval.  The
Debtor says that McFarland has agreed to extend the cash
collateral agreement to at least Sept. 30, 2012, so long as the
Debtor does not default on any of the conditions of the agreement
and continues its efforts to sell the Middleton quarry.

In addition, the Debtor has sold its quarry located in
Springfield, Wisconsin for $4.2 million, has conducted a public
auction of certain excess machinery, equipment and vehicles
realizing $1,907,500, come to agreement with TCF Equipment Finance
Co, Inc., General Electric Capital Corp., and Milwaukee Mack
Leasing for adequate protection and purchase of essential
equipment.  The Debtor has also assumed essential leases and
entered into a lease with the American Transmission Company, LLC.

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor disclosed $25,238,172 in
assets and $12,080,628 in liabilities as of the Chapter 11 filing.
Nicole I. Pellerin, Esq., and Timothy J. Peyton, Esq., at Kepler &
Peyton, in Madison, Wisconsin, serve as the Debtor's bankruptcy
counsel.  Grobe & Associates, LLP, serves as the Debtor's
accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop, Esq., and
Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison,
Wisconsin, represent the Committee as counsel.


NUTRITION 21: Inks Asset Sale Agreement
---------------------------------------
BankruptcyData.com reports that Nutrition 21 and N21 Acquisition
Holding (as purchaser) entered into an asset purchase and sale
agreement, pursuant to which the purchaser will purchase
substantially all of the assets of the Debtors and assume certain
of the Debtors' obligations associated with the purchased assets
through a supervised sale under Section 363 of the Bankruptcy
Code. The purchase price for such assets under the asset sale
agreement is $5 million, subject to certain adjustments.

In connection with the execution of the agreement, the purchaser
is required to deposit $500,000 into an escrow account which will
be either applied to the purchase price or released in whole or in
part to one of the parties in accordance with the agreement. The
purchaser entered into the agreement as a stalking horse bidder
and, accordingly, consummation of the transactions is subject to
the Company's solicitation and potential receipt of higher or
otherwise better competing bids from third parties.

                          About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on Aug. 26,
2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq., at
Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

The Company reported a net loss of $2.97 million on $6.68 million
of revenues for fiscal year 2011, compared with a net loss of
$3.66 million on $8.76 million of revenues for fiscal year 2010.

The Company's balance sheet at June 30, 2011, showed $3.46 million
in total assets, $18.07 million in total debts, and stockholders'
deficit of $14.60 million.


OMEGA NAVIGATION: Wants HSH Nordbank's Case Dismissal Plea Denied
-----------------------------------------------------------------
Omega Navigation Enterprises Inc., et al., ask the U.S. Bankruptcy
Court for the Southern District of Texas to deny the motion of HSH
Nordbank AG, as senior facilities agent to dismiss or convert the
Debtors' cases to one under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Aug. 31, 2011, HSH
Nordbank asked the Court to dismiss or convert the Debtors' cases.

HSH Nordbank contended that the Debtors filed the cases solely as
a litigation tactic in their campaign against the Senior
Facilities Lenders and to avoid repayment of their senior secured
loan obligations.

The Senior Facilities Lenders said that their claims aggregating
$242.72 million in outstanding principal plus unpaid prepetition
interest, fees, and expenses, has already exceeded the value of
the collateral whose value is diminishing, HSH Nordbank told the
Court.

The Debtors relate that, out of an abundance of caution, they
state that they disagree with the legal argument in its entirety
and object to the prayers for relief in their entirety.

The Debtors expressly reserve the right to amend, modify or
supplement the objection, which has been filed in "answer" form to
address the allegations made by the Senior facilities agent in the
conversion/dismissal motion.

The Debtors add that upon completion of discovery, the proposed
scheduling order, if entered by the court, will permit the senior
facilities agent to file a pre-trial brief by Nov. 14, 2011.
Correspondingly, the Debtors would be entitled to file a reply
brief by Nov. 18, 2011, where the Debtors would fully respond to
the factual and legal arguments contained in the senior facilities
agent's conversion/dismissal motion and pre-trial brief.

The Debtors acknowledge that the hearing on the conversion/
dismissal motion is scheduled to commence on Nov. 28.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OMNOVA SOLUTIONS: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on OMNOVA Solutions Inc. and revised its outlook to
stable from positive.

"The outlook revision reflects OMNOVA's slower-than-expected
improvement in operating performance," said Standard & Poor's
credit analyst Henry Fukuchi. Difficult business conditions are
likely to further delay a material improvement in the company's
financial profile.

"The outlook also reflects our expectation that operating
performance will be stable and liquidity adequate for the next few
years," he continued.

Standard & Poor's also affirmed its 'B+' issue-level rating and
'2' recovery rating on OMNOVA's $200 million term loan B facility
maturing June 2017. The '2' recovery rating indicates the
expectation of substantial (70%-90%) recovery for lenders in the
event of a payment default.

At the same time Standard & Poor's affirmed its 'B-' issue-level
rating and '5' recovery rating on the company's $250 million
senior unsecured notes due December 2018. The '5' recovery rating
indicates the expectation for modest (10%-30%) recovery in the
event of a payment default.

The ratings on OMNOVA reflect the company's weak business position
as a niche provider of emulsion polymers, specialty chemicals, and
decorative products. A material portion of its products are
commodity-like in nature and expose the company to cyclicality in
mature and competitive end markets. The ratings also reflect some
exposure to volatile raw material costs, many of which are
derived from oil and natural gas.

Offsetting these factors are the company's competitive business
positions as a key supplier in each of its major end markets,
increased product diversification after the Eliokem transaction,
some stability in operating margins supported by its index pricing
mechanisms (relates to approximately 40% of total sales), and its
favorable debt maturity profile.


ORANGE COUNTY: Section 341(a) Meeting Scheduled for Nov. 2
----------------------------------------------------------
The Hon. Barry Russell of the Bankruptcy Court for the Central
District of California, converted the Chapter 11 case of Orange
County Motorsports, Inc., to one under Chapter 7 of the Bankruptcy
Code.

In this reation, the U.S. Trustee for Region 16 will convene a
meeting of creditors in the Debtor's case on Nov. 2, 2011, at
10:00 a.m.  The meeting will be held at Room 101, 725 S. Figueroa
St., Los Angeles, California.

The last day to oppose discharge or dischargeability is set for
Jan. 3, 2012.  Individuals or entities have until Jan. 16, 2012,
to file proofs of claim against the Debtor.

               About Orange County Motorsports, Inc.

Los Angeles, California-based Orange County Motorsports, Inc.,
filed for Chapter 11 bankruptcy protection on December 18, 2009
(Bankr. C.D. Calif. Case No. 09-45902).  The Debtor's affiliate,
Lawrence Hart also filed Chapter 11 bankruptcy petition.  Michael
S. Kogan, Esq., at Ervin Cohen & Jessup LLP, represents the
Debtor.  The Company estimated assets and debts at $10 million to
$50 million.


OVERLAND STORAGE: Executives Enter Into Rule 10b5-1 Sales Plan
--------------------------------------------------------------
Eric L. Kelly, the president and chief executive officer of
Overland Storage, Inc.; Kurt L. Kalbfleisch, the Company's vice
president of Finance and chief financial officer; Jillian Mansolf,
the Company's vice president of Worldwide Sales and Marketing; and
Scott McClendon, the Chairman of the Company's Board of Directors,
each entered into a Rule 10b5-1 Sales Plan, for the primary
purpose of covering tax obligations associated with the vesting of
certain restricted stock unit awards granted to those individuals.

Each of the Sales Plan is intended to satisfy the requirements of
Rule 10b5-1 promulgated under the Securities Exchange Act of 1934,
as amended.  Rule 10b5-1 permits individuals who are not in
possession of material, non-public information at the time the
plan is adopted to establish pre-arranged plans to buy or sell
company stock.

Transactions under the Sales Plans will be disclosed publicly
through Form 4 filings with the Securities and Exchange
Commission, to the extent required by law.

                        About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company reported a net loss of $14.50 million on $70.19
million of net revenue for the fiscal year ended June 30, 2011,
compared with a net loss of $12.96 million on $77.66 million of
net revenue during the prior fiscal year.

The Company's balance sheet at June 30, 2011, showed $40.92
million in total assets, $33.79 million in total liabilities and
$7.13 million in total shareholders' equity.

Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PACESETTER FABRICS: Wants Plan Filing Period Extended to Feb. 14
----------------------------------------------------------------
Pacesetter Fabrics, LLC, asks the U.S. Bankruptcy Court for the
Central District of California to extend its exclusive periods to
file a plan and to obtain acceptances of a filed plan until
Feb. 14, 2012, and April 12, 2012, respectively.

The Debtor relates that it is currently developing its plan of
reorganization and continuing its negotiations with its
primary secured lender, Cathay Bank, which it hopes will
ultimately lead it to a prompt exit from this Chapter 11
proceeding.  The Debtor anticipates filing a plan by early 2012.

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011.  Judge Ernest M.
Robles presides over the case.  The Debtor is represented by Brian
L. Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E.
Shin, Esq., at Rutter Hobbs & Davidoff Incorporated.  The Debtor
disclosed $33,695,869 in assets and $28,599,582 in liabilities as
of the Chapter 11 filing.

Brian Wygle -- Brian@lazarusresources.com -- president of Lazarus
Resources Group, LLC, a corporate turnaround consultant, assists
Pacesetter with its turnaround and reorganization efforts and the
financial affairs and management of the Company.


PATIENT SAFETY: Amends 31.2 Million Common Shares Offering
----------------------------------------------------------
Patient Safety Technologies, Inc., filed with the U.S. Securities
and Exchange Commission Amendment No.2 to Form S-1 registration
statement relating to the offering by Francis Capital Management,
LLC, Compass Global Management Limited, Kinderhook Partners, L.P.,
et al., of up to 31,244,769 shares of common stock, par value
$0.33 per share.  All of the shares of common stock offered by
this prospectus are being sold by the selling stockholders.  These
shares include 19,174,389 issued and outstanding shares of common
stock, 8,492,533 shares of common stock issuable upon conversion
of the Company's issued and outstanding Series B Convertible
Preferred Stock, or Series B Preferred Stock, and 3,577,847 shares
of common stock underlying unexercised warrants to purchase common
stock.

The Company's filing of the registration statement, of which this
prospectus is a part, is intended to satisfy the Company's
obligations to the selling stockholders to register for resale
these shares of common stock.  The selling stockholders have
advised the Company that they will sell the shares of common stock
from time to time in the open market, on the OTC Bulletin Board,
or any other stock exchange, market or trading facility on which
the Company's shares are traded, in privately negotiated
transactions or a combination of these methods, at market prices
prevailing at the time of sale or at prices related to the
prevailing market prices or at negotiated prices.

The selling stockholders may sell the common shares to or through
underwriters, brokers or dealers or directly to purchasers.
Underwriters, brokers or dealers may receive discounts,
commissions or concessions from the selling stockholders,
purchasers in connection with sales of the common shares, or both.

The Company will not receive any proceeds from the sale of common
stock by the selling stockholders.  The Company will receive
proceeds from the selling stockholders from any exercise of their
warrants made on a cash basis.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "PSTX". On Aug. 10, 2011, the closing price of
the Company's common stock was $1.09 per share.

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

                   About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

Patient Safety reported net income of $2.00 million on $14.79
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $17.53 million on $4.50 million of revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $13.29
million in total assets, $3.23 million in total liabilities, all
current, and $10.05 million in total stockholders' equity.

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through Dec. 31,
2009, and significant working capital deficit as of Dec. 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PEARLAND SUNRISE: Must Obtain Plan Confirmation by Oct. 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
approved the agreement by and between Judy A. Robbins, the United
States Trustee for Region 7 and Pearland Sunrise Lake Village I,
LP, regarding the motion of the U.S. Trustee to dismiss, or
alternatively, convert the case to one under Chapter 7.

Pursuant to the Agreed Order, the Debtor will obtain confirmation
of a Plan of Reorganization no later than Oct. 31, 2011.  The U.S.
Trustee may, in her sole discretion, extend this deadline until
one or more dates certain.  If the U.S. Trustee does not agree to
extend the deadlines, the Debtor may seek modification of these
deadlines upon filing a motion to the Court and showing cause for
the extension.

The Court further ordered that the Debtor will file all delinquent
monthly operating reports and will remain current in the filing of
monthly operating reports and any applicable post confirmation
reports.

The Court also ordered that Debtor will pay by Sept. 29, 2011, to
the U.S. Trustee the appropriate quarterly fees which are due and
payable pursuant to 28 U.S.C. Section 1930(a)(6).  The Debtor will
remain current on the payment of such quarterly fees.

The Debtor's failure to comply with this Order and the agreed
deadlines (including any extensions of those deadlines) will
result in the conversion/dismissal of this case, without further
notice and hearing, upon the U.S. Trustee filing an Order
Converting/Dismissing Case describing the noncompliance with the
Court.

As reported in the TCR on July 26, 2011, the U.S. Trustee
explained that the Debtor has not filed complete and accurate
monthly operating reports on a regular basis.

As reported in the Troubled Company Reporter on Sept. 15, 2011,
the Debtor filed a plan of reorganization as modified on Aug. 19,
2011.  Among other things, the modified plan designates 10 classes
of claims and interests as compared to 11 classes in the original
plan dated Nov. 30, 2010.  The class on administrative convenience
class has been eliminated.

As related by the TCR on Aug. 29, 2011, the Bankruptcy Court
approved on Aug. 10 the Debtor's First Amended Disclosure
Statement dated Aug. 8, 2011, describing the Plan.

The Plan will attempt to repay the Debtor's creditors in full
through the continued operation of the Debtor's real property, use
of the "Registry Funds" that was placed into the Debtor's DIP
account, and the possible recovery of other funds related to the
"Nationwide Lawsuit".

As reported by the TCR on Feb. 2, 2011, the salient terms of the
Plan are:

(1) Holders of administrative claims and priority claims will
     be paid in full on the effective date of the Plan;

(2) Holders of secured claims will be paid over time;

(3) Holders of unsecured claims will be paid the allowed
     amounts of their claims pro-rata in 60 equal installments
     beginning on the Effective Date; and

(4) Partnership interests held by the general and limited
     partners of the Debtor will be retained, but will not re-
     vest until all other Allowed Claims have been paid in full.

A full-text copy of the Plan, as modified on Aug. 19, is available
for free at http://bankrupt.com/misc/PEARLAND_DSAug19.PDF

            About Pearland Sunrise Lake Village I, LP

Marble Falls, Texas-based Pearland Sunrise Lake Village I, LP, dba
SRLVI, filed for Chapter 11 bankruptcy protection on July 9, 2010
(Bankr. W.D. Tex. Case No. 10-11926).  Frank B. Lyon, Esq., who
has an office in Austin, Texas, represents the Debtor.  The
Company estimated assets and debts at $10 million to $50 million.

The Company's affiliate, Pearland Sunrise Lake Village II, LP, dba
SRLVII, filed a separate Chapter 11 petition on July 9, 2010 (Case
No. 10-11925), estimating assets and debts at $10 million to $50
million.


PEGASUS RURAL: Xanadoo Units Seek Exclusivity Extension
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that units of Xanadoo Co. for the first time are asking
for an extension of their exclusive right to propose a Chapter 11
plan.  If approved by the Delaware bankruptcy court at an Oct. 25
hearing, the deadline would be pushed back four months to Feb. 7.

The report relates that as part of an agreement for the use of
cash, the companies must report to the lender by Dec. 2 about
indications of interest in buying the business. Court papers said
initial proposals aren't expected before mid-November.

                  About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May of almost $60
million in secured notes owing to Beach Point Capital Management
LP.

After filing for bankruptcy, the Debtors faced an effort by the
agent for secured noteholders to appoint a trustee or dismiss the
case.   The agent contended that on the eve of bankruptcy, Xanadoo
created a new intermediate holding company to hinder and delay
creditors by taking over ownership of the operating companies.

The Debtors called the trustee motion a distraction that hindered
them from moving the case more quickly.


PHILADELPHIA ORCHESTRA: Fund Denounces Firm's Plan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the union pension fund for musicians from the
Philadelphia Orchestra said in a statement that the orchestra
"distorted aspects of its financial" condition.

Although the statement didn't say so directly, a conclusion to
draw from the press release is that the pension fund believes the
orchestra misstated how much of the $120 million endowment fund
represents restricted gifts that can't be used to pay claims in
the bankruptcy that began in April, Mr. Rochelle points out.

According to the report, the pension plan was reacting to news
that the newly negotiated collective bargaining agreement with the
musicians' union allows termination of participation in the
existing multiemployer pension plan.

The claims by the musicians' pension plan for withdrawal liability
will be as much as $35 million, the statement said.

The pension plan, Mr. Rochelle discloses, is conducting an
investigation into the endowment fund and whether it can be used
to pay creditors' claims.  The pension plan said it already
received information from one donor indicating that the orchestra
"mischaracterized" a $2 million gift.  The pension plan previously
said it will end up being the creditor with the largest unsecured
claim were the orchestra's participation in the pension plan
terminated.  At this stage, the pension fund said there is "no
alternative to litigation."

                     Musicians Group's Statement

The American Federation of Musicians and Employers Pension Fund
said that an agreement reached by the Philadelphia Orchestra
Association is the culmination of a strategy to avoid its
obligation to pay the Fund contributions of up to $35 million it
owes for benefits earned by its musicians.

"The Philadelphia Orchestra Association has taken advantage of the
legal process and arranged its finances in a way that damages the
pension benefits of musicians across the country," said Raymond
Hair, co-chair of the Fund, and President of the American
Federation of Musicians.  "From the outset, the Association has
distorted aspects of its financial condition so that it could
eliminate its obligations to pay for pension benefits that were
already earned."

In response to the news that the Philadelphia Orchestra
Association reached a new collective bargaining agreement that
allows it to withdraw from the Fund, a $1.7 billion non-profit
organization that provides needed pensions to approximately 50,000
musicians across America, Mr. Hair said that the Association's
leaders had presented a skewed version of its true financial
condition to their own employees, their donors and the Bankruptcy
Court.

Alan Raphael, co-chair of the Fund, said that in light of the
trustees' responsibility under federal pension law, the Fund
currently sees no alternative to litigation to protect the
interests of all of its participating musicians, both in
Philadelphia and all over the country.

"We're going to do everything that we possibly can to make sure
that what we believe to be the true financial condition of the
Orchestra is revealed," said Mr. Raphael.

Mr. Raphael also said the Association's agreement could deprive
the Fund and its beneficiaries of up to $35 million - to the
detriment of musicians across the country and their employers who
have lived up to their responsibilities.

The Philadelphia Orchestra Association, which filed for bankruptcy
in April, 2011, is sitting on a $120 million endowment that it
claims it cannot use to pay operating expenses.  The endowment is
more than sufficient to ensure the long-term viability of the
Orchestra and fully fund pension obligations for many years to
come, including its contribution obligations to the Fund.

The Fund has already begun investigating certain donations to
determine whether, contrary to the Association's representations,
they can be used to support the orchestra.

In fact, as further evidence that the Association is attempting to
make its financial situation appear more dire than it actually is,
the Fund has already received information from at least one donor
indicating that its $2 million donation was mischaracterized by
the Association.  The Fund believes that other donations may have
been mischaracterized as well.

                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.

Grant Thornton LLP as is the tax advisor and auditor.


PURE BEAUTY: Taps Epiq Bankruptcy as Claims and Noticing Agent
--------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Pure Beauty Salons & Boutiques,
Inc., et al., to employ Epiq Bankruptcy Solutions, LLC, as
official claims, noticing and balloting agent.

Epiq will, among other things:

   -- perform certain noticing functions;

   -- assist the Debtors in analyzing and reconciling proofs of
   claim filed against the Debtors' estates; and

   -- assist the Debtor in balloting in connection with any
   proposed chapter 11 plan.

The Debtors provided Epiq a $15,000 retainer to be applied first
to prepetition fees and expenses.

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

                     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.


QUANTUM FUEL: Amends Form S-3 Registration Statement
----------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange Commission Amendment No.1 to Form S-3
registration statement relating to resale by MOG Capital, LLC,
Cranshire Capital LP, Iroquois Master Fund Ltd., et. al., of up to
4,810,681 shares of our common stock, consisting of (i) 2,504,927
shares of common stock that were issued in a private placement
that the Company completed in June 2011 and (ii) 2,305,754 shares
of the Company's common stock issuable upon the exercise of
warrants, of which 2,272,452 of those warrants were issued in the
June private placement and 33,302 of those warrants were issued in
a private placement that the Company completed in May 2011.  The
Company is not selling any shares of common stock in this offering
and, therefore, will not receive any proceeds from this offering.
The Company will, however, receive proceeds from the exercise
price of the warrants if and when these warrants are exercised by
the selling security holders for cash.  The Company will bear all
of the expenses and fees incurred in registering the shares
offered by this prospectus.

The Company's common stock is quoted on The Nasdaq Global Market
under the symbol "QTWW."  The last reported sale price of the
Company's common stock on Aug. 2, 2011, was $4.11 per share.  The
Company's warrants are not and will not be listed for trading on
any exchange.

A full-text copy of the amended prospectus is available for free
at http://is.gd/VeS9Ab

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                      Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


QUICK MED: Phronesis Partners Discloses 17.7% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Phronesis Partners, L.P., and James E.
Wiggins disclosed that they beneficially own 6,620,493 shares of
common stock of Quick-Med Technologies, Inc., representing 17.7%
of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/LDSmlN

                            About Quick-Med

Gainesville, Fla.-based Quick-Med Technologies, Inc., is a life
sciences company focused on developing proprietary, broad-based
technologies in the consumer and healthcare markets.

The Company reported a net loss of $2.30 million on $1.04 million
of revenue for the fiscal year ended June 30, 2011, compared with
a net loss of $3.55 million on $993,943 of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $1.64 million
in total assets, $8.09 million in total liabilities and a $6.45
million total stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has experienced
recurring losses and negative cash flows from operations for the
years ended June 30, 2011, and 2010, and has a net capital
deficiency.


RADIATION THERAPY: Moody's Rates Amended Credit Facility at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Radiation
Therapy Services, Inc.'s ("RTS") partially amended and extended
revolving credit facility. In addition, Moody's affirmed the
company's other ratings including a B2 corporate family rating.
The ratings outlook remains negative.

These ratings were assigned:

$90 million revolving credit facility, due 2014, assigned Ba2
(LGD2, 19%).

These ratings were affirmed and LGD point estimates changed:

Corporate family rating, affirmed at B2;

Probability of default rating, affirmed at B2;

$35 million revolving credit facility, due 2013, affirmed at Ba2
and LGD point estimate changed to LGD2, 19% from LGD2, 18%;

$264 million term loan, due 2014, affirmed at Ba2 and LGD point
estimate changed to LGD2, 19% from LGD2, 18%;

$376 million senior subordinated notes, due 2017, affirmed at B3
and LGD point estimate changed to LGD5, 76% from LGD5, 75%.

RATINGS RATIONALE

The amend and extend transaction improves the company's liquidity
profile as it includes a $50 million increase in revolver capacity
to $125 million, partial extension of the revolver maturity date
and loosening of financial covenants. The maturity of $90.1
million of the new $125 million revolving credit facility amount
was extended to February 21, 2014 from February 21, 2013. The
remainder - $34.9 million - comes due on the pre-amendment
maturity date of February 21, 2013. Additionally, the amend and
extend included a 50 basis points increase in interest rates, as
well as modifications to the permitted investment basket and
permitted indebtedness basket. RTS entered into the amendments on
September 29, 2011 and September 30, 2011.

The B2 corporate family rating and negative outlook continue to
reflect uncertainties associated with the reimbursement
environment and currently expected Medicare reimbursement rate
cuts, as well as the possibility of leveraged acquisitions and
continued weak market conditions. In addition, the B2 corporate
family rating reflects RTS' considerable debt leverage and the
rating also considers the company's limited absolute scale as well
as concentration of revenues by payor (Medicare) and geography
(Florida).

Furthermore, with a larger revolver and more headroom under
financial covenants, Moody's believes that the company may employ
a more aggressive financial policy and utilize the revolver to
make acquisitions. RTS' ratings could face downward pressure if
the acquisitions increase the company's debt leverage. Notably,
the company's debt leverage is already high and weakly positions
the rating in the B2 category.

The rating favorably reflects RTS' competitive position as the
largest pure-play national provider of radiation therapy to cancer
patients and the longer-term strong underlying industry demand
fundamentals.

The negative outlook continues to consider the company's operating
performance including lower margins as ancillary practices, which
are less capital intensive but have inherently lower margins, are
acquired and continued softness in volumes in the radiation
oncology industry as reflected by declines in same center revenues
and EBITDA. In addition, as mentioned above, the uncertainties in
the reimbursement environment weigh on the outlook.

The ratings could be downgraded if the company's free cash flow
turns negative on a sustained basis or debt to EBITDA increases to
above 6.0 times on a sustained basis. Further, if the company's
liquidity profile were to weaken there could be negative ratings
pressure. Also, if there are further declines in Medicare
reimbursement for 2012 or beyond Moody's can downgrade the
ratings.

The outlook could be changed back to stable if the company is able
to improve its EBITDA margins, reduce adjusted debt to EBITDA to 5
times (without pro forma acquisition EBITDA adjustments), or
improve its liquidity profile. In addition, for the outlook to be
changed back to stable, same center revenue and EBITDA would have
to show improvement.

The ratings could be upgraded if the company's debt to EBITDA
would decline on a sustained basis below 4 times, free cash flow
to debt increase on a sustained basis above 5%, and EBITDA less
capital expenditures to interest expense increase on a sustained
basis above 2.5 times. A ratings upgrade would also have to be
supported by a stable reimbursement environment, steady or
improving volumes, and a good liquidity position.

RTS' 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 RTS' core industry and
believes RTS' ratings are comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Radiation Therapy Services owns and operates radiation treatment
facilities in the US and Latin America. The company's revenues for
the last twelve months ended June 30, 2011 were approximately $593
million.


RENEGADE HOLDINGS: Ch.11 Trustee Protests $16MM CB Holdings Deal
----------------------------------------------------------------
Richard Craver at Winston-Salem Journal reports that Peter
Tourtellot, the Chapter 11 trustee for Renegade Holdings Inc.,
Renegade Tobacco Co. and Alternative Brands Inc., opposed CB
Holdings LLC's attempt to acquire Renegade for $16.1 million,
arguing that the purchase as currently structured "would not be in
the best interest of creditors."

According to the report, depending on the judge's ruling, CB
Holdings' cost of buying the three tobacco companies could rise to
$17.98 million because of increased delinquent escrow demands by
National Association of Attorneys General.

The report says three corporations also objected, including Bank
of the Carolinas Corp.  A final hearing on CB Holdings' purchase
was set for Oct. 12, 2011, in the federal courthouse at 101 S.
Edgeworth St. in Greensboro.

The deal, announced July 11 by CB Holdings, was projected to close
Oct. 31.

Mr. Craver reports that on Aug. 3, 2011, the attorneys general
association objected to the sale.  The association said the
proceeds from the sale could be higher if Mr. Tourtellot allowed
for the escrow rights of Alternative Brands to be sold separately.

The report notes the 16 state attorneys general represent the
largest unsecured creditor group.  The association also has
opposed a reorganization plan for the companies, citing a 3-year
old criminal investigation in Mississippi involving Calvin Phelps,
the owner of the companies, and accusations of "unlawful
trafficking in cigarettes and other related crimes."

                     About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.

Gene Tarr also has been appointed as bankruptcy examiner.


RYLAND GROUP: Fitch Affirms 'BB-' Senior Unsecured Debt Rating
--------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
ratings for Ryland Group, Inc.  Ratings affected by these actions
are as follows:

Ryland Group, Inc.

  -- Long-term Issuer Default Rating (IDR) 'BB-';
  -- Senior unsecured debt 'BB-'.

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


SAVANNAH HOUSING: S&P Hikes Series 2003 Bonds Rating From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating on
Savannah Housing Authority, Ga.'s (Savannah Summit Apartments
Project) multifamily housing revenue bonds series 2003 to
'BBB-' from 'BB+'.

"The upgrade is based on our view of adequate debt service
coverage throughout the life of the bonds," said Standard & Poor's
credit analyst Stephanie Wang.

The rating also reflects S&P's view of:

    Revenues from mortgage debt service payments and investment
    earnings are sufficient to pay full and timely debt service on
    the bonds plus bond costs until maturity;

    Parity is above 100% through the life of the bonds;

    The high credit quality of the Ginnie Mae mortgage backed-
    security, which S&P considers to be 'AA+' eligible;

    Asset/liability parity is 101.35% as of May 31, 2011; and

    Investments held in First American Treasury Obligations Fund
    Class D money market fund.

"Standard & Poor's has assessed updated financial information
based on our criteria for certain federal government-enhanced
housing transactions. Based on our current stressed reinvestment
rate assumptions, we believe the bonds are able to meet all bond
costs from transaction revenues for the term of the bonds at the
'BBB-' level," S&P related.


SCOTTSDALE CANAL: Sec. 341 Creditors' Meeting Set for Oct. 25
-------------------------------------------------------------
The U.S. Trustee for the District of Arizona will convene a
Meeting of Creditors in the bankruptcy case of Scottsdale Canal
Development, LLC, on Oct. 25, 2011, at 12:00 p.m. at US Trustee
Meeting Room, 230 N. First Avenue, Suite 102, in Phoenix.

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 Scottsdale Canal Development

Scottsdale Canal Development LLC filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-26862) on Sept. 21, 2011.  Judge
Charles G. Case II presides over the case.  John J. Fries, Esq.,
at Ryley Carlock & Applewhite, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and $50 million to $100 million in debts.

Platinum Land Investments LLC serves as administrative member of
the Debtor.  Platinum's Mark Madkour serves as the Debtor's sole
member.


SCOTTSDALE CANAL: Status Conference Scheduled for Oct. 25
---------------------------------------------------------
The Bankruptcy Court will hold a status Ccnference in the case of
Scottsdale Canal Development, LLC, on Oct. 25, 2011, at 1:30 p.m.
at 230 N. First Ave., 6th Floor, Courtroom 601, in Phoenix.

Scottsdale Canal Development LLC filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-26862) on Sept. 21, 2011.  Judge
Charles G. Case II presides over the case.  John J. Fries, Esq.,
at Ryley Carlock & Applewhite, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and $50 million to $100 million in debts.

Platinum Land Investments LLC serves as administrative member of
the Debtor.  Platinum's Mark Madkour serves as the Debtor's sole
member.


SCOTTSDALE CANAL: Employs Ryley Carlock as Bankruptcy Counsel
-------------------------------------------------------------
Scottsdale Canal Development LLC won Court authority to employ as
bankruptcy counsel:

          John J. Fries, Esq.
          Josh L. Kahn, Esq.
          RYLEY CARLOCK & APPLEWHITE
          One North Central Avenue, Suite 1200
          Phoenix, AZ 85004-4417
          Tel: 602-440-4819
          Fax: 602-257-6919
          E-mail: jfries@rcalaw.com
                  jkahn@rcalaw.com

Ryley Carlock charges its clients $215 to $475 an hour for
attorneys and $125 to $165 an hour for paralegals.  The firm's
professionals who may work on the Debtor's case and their hourly
rates are John J. Fries, Esq., $450 an hour; Josh Kahn, Esq., $245
an hour; and Margaret Eldridge, paralegal, $185 an hour.

Mr. Fries, a shareholder at the firm, discloses that pre-
bankruptcy, Ryley Carlock deposited into its trust account a check
from the Debtor for $50,000 as advance deposit.  On the petition
date, $45,670 was remaining from the deposit, after applying
filing fees and services provided by the firm.

Mr. Fries attests that Ryley Carlock does not represent any
parties in matters adverse to the interests of the Debtor.

                About Scottsdale Canal Development

Scottsdale Canal Development LLC filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-26862) on Sept. 21, 2011.  Judge
Charles G. Case II presides over the case.  In its petition, the
Debtor estimated $10 million to $50 million in assets and $50
million to $100 million in debts.

Platinum Land Investments LLC serves as administrative member of
the Debtor.  Platinum's Mark Madkour serves as the Debtor's sole
member.


SEALY CORP: Pzena Investment Discloses 4.8% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Pzena Investment Management, LLC, disclosed
that it beneficially owns 4,914,331 shares of common stock of
Sealy Corporation representing 4.87% of the shares outstanding.
A full-text copy of the filing is available for free at:

                        http://is.gd/gthL6r

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $902,000 on $305.53 million of
net sales for the three months ended Feb. 27, 2011, compared with
net income of $5.71 million on $311.88 million of net sales for
the three months ended Feb. 28, 2010.

The Company's balance sheet at Aug. 28, 2011, showed $947.85
million in total assets, $1 billion in total liabilities and a
$57.10 million total stockholders' deficit.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SEARCHMEDIA HOLDINGS: Regains Compliance with NYSE Amex Standards
-----------------------------------------------------------------
SearchMedia Holdings Limited announced that the NYSE Amex LLC has
notified the Company that it has regained compliance with the
continued listing standards set forth in Section 704 of the NYSE
Amex Company Guide and accepted the Company's plan of compliance
with regards to Sections 1003(a)(i-ii) and 1003(a)(iv) of the
Company Guide related to minimum stockholders' equity, losses from
continuing operations and financial impairment.

As previously disclosed, the Company received notice of
noncompliance on April 4, 2011, with Section 704 of the Company
Guide from the NYSE Amex, which required the Company to hold an
annual meeting of its stockholders during 2010 for the fiscal year
ended Dec. 31, 2009.  On Sept. 13, 2011, the Company held its
2011 annual general meeting of shareholders, which also served as
the Company's 2010 annual general meeting of shareholders.  The
Exchange notified the Company on Sept. 20, 2011, that it has
resolved the annual meeting deficiency referenced in the NYSE Amex
letter dated April 4, 2011.

Also previously announced, the Company received a notice on
July 15, 2011, that the Company was not in compliance with (1)
Section 1003(a)(i) of the Company Guide because it reported
stockholders' equity of less than $2,000,000 as of Dec. 31, 2010,
and losses from continuing operations and net losses in two of
its three most recent fiscal years ended Dec. 31, 2010, (2)
Section 1003(a)(ii) of the Company Guide because it reported
stockholders' equity of less than $4,000,000 as of Dec. 31, 2010,
and losses from continuing operations and net losses in three of
its four most recent fiscal years ended Dec. 31, 2010, and (3)
Section 1003(a)(iv) of the Company Guide because, in the opinion
of the Exchange, the Company's losses and its existing financial
resources brought into question whether it would be able to
continue operations or meet its obligations as they mature.  On
Oct. 6, 2011, the Exchange notified the Company that it accepted
the Company's Plan, and determined that, in accordance with
Section 1009 of the Company Guide, the Company reasonably
demonstrated its ability to regain compliance with Section
1003(a)(iv) of the Company Guide by Jan. 17, 2012, and with
Section 1003(a)(i) and Section 1003(a)(ii) of the Company Guide by
Jan. 15, 2013.  The Company will be subject to periodic reviews by
Exchange Staff during its Plan Periods.

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SECUREALERT INC: Cancels $8-Mil. Loan & Security Pact with Sapinda
------------------------------------------------------------------
SecureAlert, Inc., reached a mutual Agreement with Sapinda UK
Limited and its investors to immediately terminate the Loan and
Security Agreement, executed Aug. 19, 2011.  The parties reached
an agreement for Sapinda to raise an incremental $5 Million of
equity by Dec. 31, 2011, bringing the total equity committed to
$13 Million.  Concurrently, with this additional equity
commitment, the parties mutually agreed to terminate the $8
Million Loan and Security Agreement.

"We are very excited to obtain new and substantive equity
commitments from Sapinda, which allows us to meet our global and
domestic growth initiatives," said John L. Hastings III, President
and CEO of SecureAlert, Inc.  "Importantly, we were able to
mutually terminate a recently executed Security and Loan Agreement
releasing all related and pledged assets, secured by this
agreement," continued Hastings.  "We recently announced record
quarterly performance and will leverage this new capital to drive
us to sustained profitability, through our ReliAlert tracking
technologies," concluded Hastings.

The Company has paid or will pay to Sapinda under the terms of the
Advisory Agreement as a retainer, for costs and as fees in
connection with the Financing Transaction, an aggregate amount of
up to $1,378,758, plus 2,550 shares of Series D Convertible
Preferred Stock depending on how much of the Financing Transaction
is completed.  Termination of the Credit Agreement with a focus on
raising capital through the sale of equity with the assistance of
Sapinda provides the Registrant with a stronger financial
position.

                      About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.
The Company's balance sheet at June 30, 2011, showed $15.18
million in total assets, $10.48 million in total liabilities, and
$4.70 million in total equity.

The Company has incurred recurring net losses and negative cash
flows from operating activities.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.

Management's plans with respect to this uncertainty include
expanding the market for its ReliAlert portfolio of products and
services, raising additional capital from the issuance of
preferred stock, entering into debt financing agreements.  There
can be no assurance that revenues will increase rapidly enough to
offset operating losses and repay debts.  If the Company is unable
to increase cash flows from operating activities or obtain
additional financing, it will be unable to continue the
development of its products and may have to cease operations.


SECUREALERT INC: Borinquen Container Holds 17.4% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Borinquen Container Corporation and Hector L.
Gonzalez disclosed that they beneficially own 86,561,991 shares of
commons stock of SecureAlert, Inc., representing 17.48% of the
shares outstanding.  The percentage is based on 489,255,655 shares
reported as outstanding on Aug. 1, 2011, on the cover of the
Company's Form 10-Q for the quarter ended June 30, 2011, increased
by the 23,400,000 shares which are issuable upon conversion of
preferred shares held by the Reporting Persons.  Beneficial
ownership of common stock includes the 23,400,000 shares issuable
upon conversion of 3,900 shares of Company's Convertible Series D
Preferred Stock held by the Reporting Persons.

As previously reported by the TCR on Aug. 5, 2011, the Reporting
Persons disclosed beneficial ownership of 80,012,276 shares of
common stock or 16.46% equity stake.

A full-text copy of the amended Schedule 13G is available for free
at http://is.gd/jbGOGM

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.
The Company's balance sheet at June 30, 2011, showed $15.18
million in total assets, $10.48 million in total liabilities, and
$4.70 million in total equity.

The Company has incurred recurring net losses and negative cash
flows from operating activities.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.

Management's plans with respect to this uncertainty include
expanding the market for its ReliAlert portfolio of products and
services, raising additional capital from the issuance of
preferred stock, entering into debt financing agreements.  There
can be no assurance that revenues will increase rapidly enough to
offset operating losses and repay debts.  If the Company is unable
to increase cash flows from operating activities or obtain
additional financing, it will be unable to continue the
development of its products and may have to cease operations.


SENSIVIDA MEDICAL: David Smith Resigns from Board of Directors
--------------------------------------------------------------
David Smith resigned from the Board of Directors of SensiVida
Medical Technologies, Inc., on the basis of the time constraints
by his executive and board position with an emerging growth
company and not as a result of any disagreement with SensiVida
relating to SensiVida's operations, policies or practices.  On
Oct. 10, 2011 J. Montieth Estes and John Spoonhower joined the
Board of Directors of SensiVida.

From 1969 to 1980 Mr. Estes was a Partner in Harris Beach and
Wilcox of Rochester, NY.  From 2000 to 2005 Mr. Estes was Of
Counsel at the law firm of Boylan Brown Code Vigdor & Wilson From
2005 to 2008 Mr. Estes was a partner at the law firm of Jaeckle,
Fleischmann & Mugel LLP. Since 2009 Mr. Estes has been practicing
law and assisting technology companies with financings and
licensing of their intellectual property.

From 1980 to 2000 Mr. Estes held various executive management
positions with public and private companies as well as financial
services firms.  Mr. Estes has served as Vice President and
General Counsel for Fourth Dimension Systems Corp.; Chairman and
Chief Executive Officer of Optical Imaging Systems, Inc.; and
Chief Operating Officer of Scientific Calculations, Inc.  Mr.
Estes is a member of the Board of Directors of Excell Partners,
Inc., a seed capital fund for companies located in upstate New
York, the Upstate Venture Association of New York (UVANY),
UNYTECH, an association of 11 tech transfer offices of the major
research universities in Upstate New York, and the Smart Start
Venture Forum of Albany NY.  Mr. Estes is a member of the Board of
Directors of iCardiac Technologies, Inc., Med Graph Inc.,
Environmental Energy Technologies, Inc., EET Diesel Systems, Inc.,
TVT Bio, Inc., and Plures Technologies, Inc.

Mr. Estes received his B.ChE. and M.ChE. degrees from Cornell
University and his J.D. degree from the Harvard Law School.
SensiVida believes that in light of his executive turnaround
experience at several companies and his financing background that
Mr. Estes will be a significant addition to the Board and will
contribute industry contacts, financing expertise, insights into
successfully growing companies, knowledge of stock markets and
assistance with positioning SensiVida for commercialization of its
medical technology products.

John Spoonhower is currently CTO of the Company.  Prior to joining
SensiVida, from 2001 to 2008 Mr. Spoonhower was Chief Technologist
responsible for technical due diligence for new business
Development initiative and Director of External Alliances for
Eastman Kodak Company in charge of managing Kodak's multi-million
dollar university collaborative research initiatives and corporate
venture capital relations.  At Kodak, he established several
multi-hundred million dollar business enterprises.  From July 2008
to August 2009 he was Managing Director of the Kauffman Foundation
Innovation interface at Cornell, a multi-university 501(c) (3)
non-for-profit designed for corporate sponsors to investigate new
business opportunities using teams at both Cornell University and
MIT.  From July 2008 until joining SensiVida Mr. Spoonhower was
President of Opinnovate, Inc., a consulting firm specializing in
best practices in open innovation.  Mr. Spoonhower has 56 issued
patents and has several pending applications before the U.S.
Patent and Trademark Office.  Mr. Spoonhower received his
undergraduate degree from the University of Notre Dame (B.S., Phi
Beta Kappa) and his PhD. in Applied and Engineering Physics from
Cornell University.
                       About SensiVida Medical

West Henrietta, New York-based Sensivida Medical Technologies,
Inc., had operated in one business segment encompassing in the
design and development of medical diagnostic instruments that
detect cancer in vivo in humans by using light to excite the
molecules contained in tissue and measuring the differences in the
resulting natural fluorescence between cancerous and normal
tissue.  Effective March 3, 2009, with the merger of SensiVida
Medical Systems, Inc., into the Company's wholly-owned subsidiary
BioScopix, Inc., the Company's technology now focuses on the
automation of analysis and data acquisition for allergy testing,
glucose monitoring, blood coagulation testing, new tuberculosis
testing, and cholesterol monitoring.

he Company's balance sheet at May 31, 2011, showed $2.42 million
in total assets, $3.87 million in total liabilities, all current,
and a stockholders' deficit of $1.45 million.

As reported in the TCR on June 20, 2011, Morison Cogen LLP, in
Bala Cynwyd, Pennsylvania, expressed substantial doubt about
Sensivida Medical Technologies' ability to continue as a
going concern, following the Company's Feb. 28, 2011 results.  The
independent auditors noted that the Company has no revenues,
incurred significant losses from operations, has negative working
capital and an accumulated deficit.


SESI LLC: Moody's Reviews 'Ba2' Corp. Family Rating for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of SESI, L.L.C. and
Complete Production Services, Inc. (Complete) under review for
possible upgrade. SESI, L.L.C. is a wholly-owned subsidiary of
Superior Energy Services, Inc. (Superior). This rating action is
in response to the announced acquisition of Complete by Superior
for a combination of Superior stock and cash that is anticipated
to close by year-end 2011. The ratings under review include SESI's
Ba2 Corporate Family Rating (CFR) and Ba3 senior unsecured notes
ratings, and Complete's Ba3 CFR and B1 senior unsecured notes
rating.

RATINGS RATIONALE

"The review for possible upgrade reflects the high proportion of
equity funding for this transaction and the merged entity's
greater scale and enhanced product line and geographical
diversity," commented Harry Schroeder, Moody's Vice President.
"Based on the announced terms of the transaction Superior will
continue to have a relatively low leverage profile following the
acquisition of Complete."

Our ratings review will focus on the detailed financing plans for
the transaction, Superior's plans for integrating the two
companies and the financial policies post merger.

Under the terms of the merger agreement, Complete's stockholders
will receive 0.945 shares of Superior and $7.00 in exchange for
each share of Complete common stock held at closing. Superior
provides subsea and well intervention services, down-hole drilling
tools and accommodations, and liftboat services to major and
independent oil and gas companies in the U.S. Gulf of Mexico, U.S.
land markets and certain international markets. Complete provides
completion, production and drilling services and products to the
oil and gas industry and operates primarily in North America,
including the Rocky Mountain region, Texas, Oklahoma, Louisiana,
Arkansas, Pennsylvania, Western Canada and Mexico. The two
companies only have limited operational and geographic overlap,
resulting in a more diversified mix of services offerings with
exposure to both onshore and offshore North American markets.

The principal methodology used in rating SESI, L.L.C. and Complete
was the Global Oilfield Services Rating 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.

Superior is based in New Orleans, Louisiana. Complete is based in
Houston, Texas.


SMITHFIELD FOODS: S&P Raises Corp. Credit Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Smithfield Foods Inc. to 'BB-' from 'B+'. "We also
raised the issue-level ratings on the company's senior secured
debt to 'BB+' from 'BB' (two notches above the corporate credit
rating), with an unchanged recovery rating of '1', indicating our
expectation for very high (90%-100%) recovery in the event of a
payment default. In addition, we raised the issue-level ratings on
the company's senior unsecured debt to 'BB-' from 'B+' (the same
as the corporate credit rating), with an unchanged recovery rating
of '3' indicating our expectations for meaningful recovery (50%-
70%) in the event of a payment default," S&P related.

"While the estimated numerical recovery for the unsecured notes is
in the 70%-90% range, we cap the recovery rating at '3', according
to our criteria on unsecured debt of issuers in the 'BB' category.
(See the criteria research report 'Criteria Guidelines For
Recovery Ratings On Global Industrials Issuers' Speculative-Grade
Debt,' published on Aug. 10, 2009.)," S&P stated.

The outlook is stable. Smithfield Foods had about $2 billion in
reported debt outstanding as of July 31, 2011.

"The upgrade reflects the company's sustained improvement in
operating performance and credit measures through the first
quarter of fiscal 2012 (ended July 31, 2011), and our opinion that
higher hog/pork pricing should allow Smithfield to sustain the
current EBITDA level over the remainder of fiscal 2012, despite
the possibility of slower economic growth in the coming quarters,
as well as sustained higher feed costs," S&P related.

The latest USDA World Agriculture Supply and Demand Estimates
(WASDE) projects hog prices to improve by about 18% year over year
to $64-$66 per hundredweight (cwt) in 2011 and remain close to
that range in 2012. "Similarly, we expect prices for pork bellies,
hams, and trim to continue to grow in calendar 2011 and into 2012
as export demand remains relatively strong, while still-tight
domestic supplies support domestic demand (albeit at somewhat
tighter margins for Smithfield). We believe these conditions
should allow Smithfield to maintain adjusted EBITDA near its
current level of about $1 billion in fiscal 2012," said Standard &
Poor's credit analyst Christopher Johnson. "At this EBITDA level,
we believe the ratio of adjusted debt to EBITDA will remain
close to 2x by fiscal year-end 2012, compared with a ratio of
about 2.2x at fiscal year-end 2011. In addition, we believe the
ratio of funds from operations to total debt may exceed 30% by
fiscal year-end 2012, compared with a ratio of about 27% a year
earlier."

"Still, Standard & Poor's recognizes the company's earnings may
vary significantly, given the history of volatility in
Smithfield's EBITDA, and we believe the downside risk to our
current forecast for Smithfield has increased given the
possibility of a weakening economy. Nevertheless, we believe if
earnings were to soften in the coming quarters (potentially from
an economic slowdown), the company's credit measures would remain
at levels that support the current rating, including a debt-to-
EBITDA ratio of less than 3x and FFO to total debt of more than
20%," S&P said.

"The stable outlook reflects our opinion that Smithfield's
improved operating performance and credit measures will likely be
sustained in fiscal 2012 (ending April 30) and that free cash flow
will remain positive. This includes our estimate that debt to
EBITDA will remain well below 3x and that FFO to debt will exceed
20%. We would consider lowering the ratings if the company's
earnings were to deteriorate, resulting in debt to EBITDA
increasing to 3x or higher and FFO to total debt at or below 20%.
We believe this could occur if the company's key packaged meats
segments suffered an operating margin decline of more than 300
basis points because it is unable to pass through higher prices,
while hog production losses returned because of lower-than-
expected hog prices in fiscal 2012. We believe a higher rating
either would depend on credit measures meaningfully improving from
currently expected levels, including a debt-to-EBITDA ratio of
less than 2x, or if our opinion of the company's currently weak
business risk profile were to improve to fair. This could occur if
Smithfield were to demonstrate the ability to minimize significant
earnings declines during periods of unfavorable commodity pricing,
whether through hedging or other means," S&P stated.


SOLAR THIN: Robert Rubin Discloses 21.8% Equity Stake
-----------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Robert M. Rubin disclosed that he beneficially owns
12,000,000 shares of common stock of Solar Thin Films, Inc.,
representing 21.84% of the shares outstanding.  A full-text copy
of the filing is available for free at http://is.gd/CbL29A

                           About Solar Thin

Headquartered in New York, Solar Thin Films, Inc., engages in
the design, manufacture and installation of thin-film amorphous
silicon ("a-Si") photovoltaic turnkey manufacturing facilities.

RBSM LLP, in New York, N.Y., expressed substantial doubt about
Solar Thin Films, Inc.'s ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations.

The Company's balance sheet at Sept. 30, 2010, showed
$2.05 million in total assets, $5.40 million in total liabilities,
and a stockholders' deficit of $3.35 million.


SOLYNDRA LLC: Opposes Efforts to Appoint Ch. 11 Trustee
-------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that Solyndra Inc.
said Wednesday that the appointment of a Chapter 11 trustee would
undercut efforts to sell the embattled solar panel maker and
called the U.S. trustee's motion for the Delaware bankruptcy court
to make the appointment an "extraordinary overreaction."

In a filing opposing the motion, Solyndra touted recent progress
in pushing its sale process forward and slammed U.S. Trustee
Roberta DeAngelis' quest to appoint a Chapter 11 trustee, saying
the motion does not allege any specific wrongdoing that could
justify such a move, Law360 relates.

                         About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.

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


SOLYNDRA LLC: Seeks to Hire Neilson as Chief Restructuring Officer
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Solyndra LLC asked
a federal court to allow a heavyweight bankruptcy expert to take
over its reorganization after the departure of its chief
executive.

As reported in the Troubled Company Reporter on Oct. 12, 2011,
EcoSeed said that the United States Department of Energy's Loan
Programs Office executive director Jonathan Silver resigned from
his post, with critics saying his resignation was related to the
controversial Chapter 11 bankruptcy of solar start-up Solyndra LLC
which his office provided with a $535-million loan guarantee in
2009, sparking questions on whether the department has mishandled
the use of stimulus funds and was not following protocol when they
had given out the loan.

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: Squire Sanders Wants Ruling on Meritage Representation
------------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that Squire Sanders &
Dempsey LLP asked a Nevada bankruptcy court on Tuesday to advise
the firm on whether it should continue to represent Meritage Homes
Corp., a homebuilder that worked for South Edge LLC.

On Oct. 6, South Edge lender JPMorgan Chase Bank NA asked Squire
Sanders to withdraw from representing Meritage since the firm is
representing JPMorgan in unrelated transactions and at least one
lawsuit, according to court documents obtained by Law360.

                         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: Squire Sanders Caught in Tug of War, Wants to Quit
--------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that the law firm of Squire, Sanders & Dempsey wants to
withdraw from representing one of Inspirada's home builders,
Meritage Homes Corp., but it needs the home builder's permission
to walk away.  However, Squire Sanders says the builder won't let
it.

DBR reports that Squire Sanders on Tuesday asked the Bankruptcy
Court to "provide the parties with direction in order to resolve
this dispute."   The law firm said it will "abide by the direction
of the court."

According to DBR, Squire Sanders was hired by Meritage on Aug. 30.
Last week, one of Inspirada's lenders and Squire Sanders' client,
J.P. Morgan Chase & Co., asked the firm to withdraw from
representing Meritage due to conflict of interest.  JPMorgan and
Meritage are involved in multimillion-dollar lawsuits over the
housing development.  JPMorgan is among the proponents of the
project's restructuring plan while Meritage is opposing that plan.

According to DBR, Squire Sanders "represents J.P. Morgan in
transaction matters and at least one litigation matter. It
represents a client challenging confirmation of the joint plan
making arguments as direct as an assertion that J.P. Morgan is not
acting in good faith," the bank said. "This is an actual
conflict."

However, Squire Sanders said Meritage not only refused its consent
to the withdrawal but said it would also tell J.P. Morgan to drop
it.

DBR relates JPMorgan on Tuesday filed its own motion asking the
Court to disqualify the law firm from representing Meritage and
bar Meritage from using any of Squire Sanders's "work product."

The U.S. Bankruptcy Court in Las Vegas will weigh in at a hearing
Friday morning, DBR reports.

The firm may be reached at:

          Thomas J. Salerno, Esq.
          Jordan A. Kroop, Esq.
          Brian M. McQuaid, Esq.
          SQUIRE SANDERS & DEMPSEY (US) LLP
          One East Washington Street, Suite 2700
          Phoenix, AZ 85004
          Telephone: (602) 528-4000
          Facsimile: (602) 253-8129
          E-mail: thomas.salerno@ssd.com
                  jordan.kroop@ssd.com
                  brian.mcquaid@ssd.com

                         Oct. 17 Hearing

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Meritage Homes Corp. is scheduled to oppose approval
of the Chapter 11 plan for South Edge LLC at the Oct. 17
confirmation hearing.

Mr. Rochelle relates that the reorganization of South Edge is
based on a settlement negotiated in May by South Edge's Chapter 11
trustee with secured lenders, KB Home and other homebuilders
representing 92 percent of the ownership interests in the project.

According to the report, Meritage, based in Scottsdale, Arizona,
is a builder-owner that didn't settle with the trustee and
JPMorgan Chase & Co., as agent for secured lenders. Meritage
contends among other things that the plan is unfairly
discriminatory.  In recent weeks Meritage was represented in the
South Edge bankruptcy by the Phoenix office of Squire Sanders &
Dempsey LLP, a law firm based in Cleveland.

JPMorgan, Mr. Rochelle continues, discovered this month that
Squire Sanders is representing the New York-based bank in
unrelated matters, thus raising a conflict of interest.  When the
bank asked Squire Sanders to withdraw from the South Edge case,
the firm agreed, the bank said in a court filing.

Mr. Rochelle discloses that according to Squire Sanders, Meritage
refused to allow the firm to quit.  Consequently, the firm filed
papers in bankruptcy court this week to settle the dispute over
whether it can go ahead and represent one client, Meritage,
against another client, JPMorgan.  Meritage said it doesn't want
to join the settlement because it "does not trust the settling
builders and has no desire to become a minority member" of the new
owner of the project.

                         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.


SOUTHWEST GEORGIA: Chapter 11 Plan Goes Out for Vote
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Southwest Georgia Ethanol LLC are voting
on the bankruptcy reorganization plan covering the 100 million
gallon-a-year plant in Mitchell County, Georgia.

According to the report, the bankruptcy court approved the
disclosure statement on Oct. 11 that explains the plan.  The
confirmation hearing for approval of the plan will take place
Dec. 7.

Mr. Rochelle discloses that the plan calls for lenders owed $107.6
million to receive $105 million in preferred stock plus 25% of the
common stock.  The disclosure statement estimates the lenders'
recovery at 97.5%.  Unsecured creditors with $2.1 million in
claims and bondholders owed $8.7 million are to receive proceeds
from a litigation trust and are expected to see a recovery of 3%.
If lower classes accept the plan, the lenders will waive their
deficiency claims.

The bankruptcy judge also extended the company's exclusive right
to solicit acceptances of a plan until Nov. 30.

                  About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on Feb. 1, 2011.

The Debtor owns and operates an ethanol production facility
located on 267 acres in Mitchell County, Georgia, producing
100 million gallons of ethanol annually.  Ethanol production
operations commenced in October 2008.  Revenue was $168.9 million
for fiscal year ended Sept. 30, 2010.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

Gary W. Marsh, Esq., J. Michael Levengood, Esq., and Bryan E.
Bates, Esq., at McKenna Long & Aldridge LLP, in Atlanta, Georgia,
serve as counsel to the Debtor.  Morgan Keegan & Company, Inc., is
the investment banker and financial advisor.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Since 2008, at least 11 ethanol-related companies have sought
court protection, including VeraSun Energy Corp., once the second-
largest U.S. ethanol maker; units of Pacific Ethanol Inc.; and
White Energy Holding Co.


SUPERIOR ENERGY: S&P Affirms 'BB+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on New
Orleans-based oilfield service provider Superior Energy Services
Inc. to positive from stable, following the company's announcement
that it will acquire Complete Production Services Inc.

"At the same time, we are affirming our ratings on Superior,
including the 'BB+' corporate credit rating," S&P said.

"The positive rating outlook reflects our assessment of an
improved business risk profile and incorporates our expectation
that credit measures for the combined entity should remain healthy
following the merger transaction," said Standard & Poor's credit
analyst Susan Ding. "Under the terms of the agreement,
Superior will issue 0.945 common shares and $7 in cash
(approximately 79% stock and 21% cash consideration) for each
common share of Complete Production for a total transaction value
of about $2.6 billion. We estimate the cash portion of the total
consideration is approximately $570 million. The company
plans to finance the cash portion with cash on hand and proceeds
from its senior secured credit facility. We expect that upon
closing of the proposed transaction, Complete Production's debt
would be refinanced."

The ratings on Superior Energy Services Inc. reflect its
operational and geographic diversity, improving financial
measures, and flexible capital expenditure budget, allowing it to
operate largely within its cash flow. It also incorporates the
company's exposure to the historically cyclical oil and gas
industry.

"The positive rating outlook reflects our expectation that
Superior will enhance its operating momentum with the Complete
Production acquisition. We also expect the company to maintain
credit measures stronger than the BB rating medians. If the
company successfully integrates the Complete Production operations
and can sustain leverage below 2x and FFO/TD above 35%, and
business conditions do not deteriorate, we would consider an
upgrade. We remain concerned about the sustainability and duration
of the pressure pumping market which is enjoying high realizations
and utilization, but is subject to significant supply addition.
Currently the ratings do not contemplate additional debt-financed
acquisitions. We would revise the outlook to stable if leverage
increases above 3.0x on a persistent basis because of
deteriorating operations, a leveraging transaction, or share
repurchases," S&P said.


TENSAR CORP: S&P Puts 'CCC' Corp. Rating on Watch Developing
------------------------------------------------------------
Standard & Poor's Ratings Services placed its corporate credit
rating on Alpharetta, Ga.-based Tensar Corp. on CreditWatch with
developing implications.

"At the same time, we assigned a preliminary 'B' rating to Tensar
Lease Funding Corp.'s proposed $190 million Term Loan B, one notch
above the expected corporate credit rating assuming the successful
completion of the refinancing, with a recovery rating of '2',
indicating our expectation for substantial (70% to 90%) recovery
in the event of payment default. We also assigned a preliminary
'CCC+' rating to the proposed $110 million Term Loan C, one notch
below the expected corporate credit rating, with a recovery rating
of '5', indicating our expectation for modest (10% to 30%)
recovery in the event of payment default," S&P said.

"The CreditWatch listing follows Tensar Corp.'s announcement that
it is seeking to raise $300 million in senior secured credit
facilities to refinance its existing debt," said Standard & Poor's
credit analyst Megan Johnston. "Specifically, Tensar Lease Funding
Corp., an entity formed to comply with Islamic Shari'ah financing
rules, intends to enter into a $190 million Term Loan B due 2016
and a $110 million Term Loan C due 2017."

"Based on our initial analysis, we have determined that if the
transaction is completed as currently proposed, we would raise the
corporate credit rating on Tensar Corp. to 'B-' from 'CCC'. The
rating outlook would be stable. The higher rating would reflect an
improvement in the company's maturity and liquidity profile
following the refinancing. If the refinancing is successfully
completed, Tensar would not have any maturities until 2015, when
its proposed $25 million asset-based lending (ABL) facility
matures. In addition, we believe that liquidity, in terms of cash,
availability under its proposed $25 million ABL facility, and cash
flow from operations will be sufficient to meet the company's
seasonal working capital needs, approximately $7 million of
capital expenditures and $30 million of cash interest expense.
Moreover, we estimate that the company would maintain sufficient
cushion under the proposed covenants that would govern its credit
facilities," S&P related.

"We expect to resolve our CreditWatch listing by the end of 2011.
In resolving the CreditWatch listing, we will monitor Tensar's
progress in completing the proposed transaction. If the company
successfully refinances its debt, extending maturities, we have
determined that we would likely raise the rating to 'B-'. If the
company is unable to complete the refinancing, it is likely
that we would lower the ratings to 'CC'," S&P stated.


TERRESTAR CORP: Shareholder Wants Court to Reconsider Examiner Bid
------------------------------------------------------------------
BankruptcyData.com reports that Aldo I. Perez, a holder of 218,000
shares of TerreStar Corporation's common stock, filed with the
U.S. Bankruptcy Court a motion to reconsider the order denying the
motion to appoint an examiner to the TerreStar Corporation
proceeding.

According to BData, Mr. Perez strongly questions the Debtors'
current $175 million valuation of its 1.4 GHz Spectrum License,
which (in 2009) the Debtors valued at $362 million.

BData reported on Sept. 26, 2011, that the Court denied the
motions of TerreStar Corporation's common equity holder Jeffrey M.
Swarts, Mohawk Capital and Mr. Perez seeking an order appointing
an examiner to the Chapter 11 proceeding.

                      About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


TERRESTAR NETWORKS: Court Approves $98 Million Deal With Lenders
----------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that U.S. District
Judge Sean Lane on Wednesday approved a $98 million settlement
between TerreStar Networks Inc. and two separate groups of
creditors that had been litigating over a so-called purchase money
credit agreement.

                       About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


TEXAS BEAR: Lessor Wants Case Converted to Chapter 7
----------------------------------------------------
18020 N. Dallas Parkway Ltd. asks the U.S. Bankruptcy Court for
the Eastern District of Texas to convert the Chapter 11 case of
Texas Bear and Bull LLC to Chapter 7 liquidation proceeding,
citing continuing loss to the estate without reasonable likelihood
of rehabilitation and gross mismanagement.

18020 N. Dallas is the lessor of the Debtor's business premises,
consisting of a restaurant facility located in Dallas, Texas,
commonly known as "The Office Grill".

According to Nancy Nichols at SideDish, The Office Grill's Michael
Costa filed for bankruptcy six days before he was to appear at
hearing to determine if he'd breached his lease agreement.  The
Texas Comptroller revoked The Office Grill?s sales tax permit for
lack of payment.  Legally, The Office Grill can't operate as a
restaurant, yet, as of 10 minutes ago, they were open for
business.

Ms. Nichols notes a meeting of the creditors is scheduled for
Nov. 7.

Texas Bear and Bull LLC filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Tex. Case No. 11-42911) on Sept. 23, 2011.


TEXAS MIDWEST: S&P Cuts Series 2009 Revenue Bond Rating to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'D' from 'CC' on Texas Midwest Public Facility Corporation's
series 2009 project revenue bonds (Secure Treatment Facility
Project). "At the same time, we removed the rating from
CreditWatch with negative implications," S&P related.

"The trustee notified bond holders that the corporation defaulted
on the bonds on Oct. 1, 2011, when it did not make its required
$2.23 million interest and principal payment," said Standard &
Poor's credit analyst Sarah Smaardyk. "We understand that the jail
facility remains vacant and that no revenues from the substance
abuse felony punishment facilities and intermediate sanction
facilities were received prior to the payment due date," Ms.
Smaardyk added.

The trustee was able to make a default distribution equivalent to
50% of the interest payment due on the bonds on Oct. 1, 2011, by
using $774,813 from the reserve fund under the indenture to bond
holders. After paying 50% of the interest payment, the trustee
will hold $1.3 million in the reserve fund, which will be used to
make interest payments to provide a source of funds for default
remedies.

The trustee is currently in discussions with the issuer and Jones
County with respect to the project.

Construction of the jail was completed ahead of schedule and
within budget; however, the facility has remained vacant. Jones
County officials expected that the Texas Department of Criminal
Justice (TDCJ) would utilize the facility, as it was constructed
to meet TDCJ specifications for substance abuse felony punishment
facilities and intermediate sanction facilities. The original
contract was for two years, with three one-year renewal options,
with funds already appropriated through fiscal 2011. However, the
state notified Jones County officials that the TDCJ would not be
sending inmates to the facility although the contract has not been
officially terminated.

The county has been working with the TDCJ to identify another
inmate population that could use the facility.


TOPAZ POWER: Moody's Cuts Rating on Sr. Credit Facilities to B1
---------------------------------------------------------------
Moody's Investors Service downgraded the rating of Topaz Power
Holdings, LLC (Topaz) senior secured credit facilities to B1 from
Ba3, and revised the outlook to negative from stable.

RATINGS RATIONALE

The downgrade and outlook change are primarily a result of
increased refinancing risk facing the project in light of power
markets that are significantly weaker than envisioned at the time
of the initial financing in 2008. In addition, Topaz's current
hedge contracts, which provide cash flow stability through 2012
and 2014, are currently being challenged by its counterparty.

Increased refinancing risk for the project has come as a result of
continued soft market pricing for power in the Electric
Reliability Council of Texas (ERCOT) market in which the project
operates, the relatively near term (December 2012) expiration of
one its significant hedge positions, and an increased debt burden
stemming from lower than anticipated debt repayment as well as
delays in project completion, use of the project's contingency
budget, and low merchant spark psreads prior to the hedges taking
effect in 2010. Although Moody's anticipates the project's cash
flow will be more than adequate to comfortably service mandatory
debt payments over the remaining term of the credit facilities --
Moody's expects cash flow to be noticeably below Moody's original
expectations, resulting in a lower amount of debt repayment and
increasing the amount of debt to be refinanced in 2014 - a time
when many other issuers in the sector are also facing significant
refinancing needs. Moody's currently anticipates the amount of
debt that will likely be outstanding at the 2014 maturity of the
Topaz term loan will be over $400 million, or about 35% higher
than original expectations, a level Moody's believes will be
difficult to support based on current market conditions.

In addition, Topaz's hedge contracts, which provide cash flow
stability through 2012 and 2014, are currently being challenged by
its counterparty -- Morgan Stanley Capital Group (MSCG), who
earlier in the year alleged Topaz was in violation of several
provisions of the agreement relating to operational flexibility
and gas and transmission interconnections. Topaz has disputed this
series of claims and both parties have entered into an indefinite
forbearance agreement while they continue negotiations.
Importantly, MSCG continues to make payments (with disputed
amounts held in escrow) and Topaz continues to perform. Although
Moody's believes it is likely the parties will ultimately reach
settlement on these issues, Moody's also believes the outcome may
result in some modification of the current agreements, with Topaz
likely bearing some additional amount of operational and/or basis
risk.

The outlook for Topaz is negative reflecting the challenges
Moody's anticipates the project will face in refinancing its
increased debt burden prior to its 2014 maturity. The outlook also
reflects the uncertainty with regards to the project's existing
hedge agreements and the potential for contract modifications that
may shift more risk toward the project.

The rating is unlikely to be upgraded in near term. The outlook
could be revised to stable if there were clarity around the
project's current hedges, and there were to be improvement in its
prospects for refinancing, for example as a result of an
improvement in cash flow, or debt reduction. Topaz's rating could
face downward pressure if the dispute between Topaz and its hedge
counterparty results in material challenges for the project to
consistently generate the cash flows anticipated from its hedges,
if Topaz is forced to shoulder a significant increase in
operational or basis risk, or if the tolling agreements are
terminated. The rating could also be revised downward if Topaz
experiences significant operating challenges, or if its financial
metrics or prospects for refinancing worsen.

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

Topaz Power Holdings, LLC (Topaz) owns a portfolio of five
generating units in southern Texas (ERCOT) with a combined
capacity of 1,891 MW. The portfolio includes Barney M. Davis 335
MW Unit 1 and 679 MW Unit 2 (conventional steam and combined
cycle, respectively), Laredo Energy Center 100 MW Unit 4 and 100
MW Unit 5 (both simple cycle), and the 677 MW Nueces Bay Energy
Center (combined cycle). Topaz, formed in 2004, is an indirect,
majority-owned subsidiary of Carlyle/Riverstone Global Energy and
Power Fund III, L.P., which has ownership interests in companies
in various sectors of the energy industry.


TRANS NATIONAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Trans National Communications International, Inc.
        2 Charlesgate West
        Boston, MA 02215

Bankruptcy Case No.: 11-19595

Chapter 11 Petition Date: October 9, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Harold B. Murphy, Esq.
                  MURPHY & KING, P.C.
                  One Beacon Street, 21st Floor
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617)556-8985
                  E-mail: bankruptcy@murphyking.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 is
available for free at http://bankrupt.com/misc/mab11-19595.pdf

The petition was signed by Brian Twomey, president.


TRAVELPORT HOLDINGS: Extends Maturity of Revolving Loans to 2013
----------------------------------------------------------------
Travelport Limited, on Oct. 6, 2011, entered into a revolving
credit loan modification agreement, relating to the previously
disclosed Fourth Amended and Restated Credit Agreement.  The
Revolving Credit Loan Modification Agreement, among other things,
(i) extends the maturity date of certain revolving loans under the
Fourth Amended and Restated Credit Agreement to Aug. 23, 2013,
(ii) increases the interest rate on such extended revolving loans
from LIBOR plus 2.75% to LIBOR plus 4.50% and (iii) increases the
commitment fee on such extended revolving loans from 50 basis
points to 300 basis points.

Certain of the lenders party to the Revolving Credit Loan
Modification 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.

                     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.

                      *    *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


USAM CALHOUN: Employs Graves Dougherty as Bankruptcy Counsel
------------------------------------------------------------
USAM Calhoun Land LLC asks permission from the U.S. Bankruptcy
Court for the Western District of Texas to employ Austin, Texas-
based Graves, Dougherty, Hearon and Moody, P.C. as bankruptcy
counsel.

Upon retention, the firm will, among other things:

   a. provide legal advice with respect to the Debtor's powers and
      duties as the debtor in possession in the continued
      operations of its business and management of its property;

   b. take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      behalf of the Debtor, the defense of any actions commenced
      against the Debtor, negotiations concerning litigation in
      which the Debtor is involved, and objections to claim filed
      against the Debtor's estate; and

   c. prepare on behalf of the Debtor all necessary motions,
      answers, orders, reports, and other legal papers in
      connection with the administration of its estate.

The firm's rates are:

  Personnel             Rates
  ---------             -----
  Shareholders          $330-$500/hour
  Associates            $200/hour
  Paralegals            $100-$130/hour

Graves disclosed receiving a $5,000 retainer from the Debtor.

Christopher H. Trickey, Esq. -- trickey@gdhm.com -- a shareholder
with Graves, attests that the firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

                       About USAM Calhoun

USAM Calhoun Land LLC filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 11-12232) on Sept. 6, 2011, in Austin.  Judge Craig
A. Gargotta presides over the case.  The Debtor scheduled
$15,500,000 in assets and $10,949,093 in debts.


VILA AND SONS: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Nicole Hutcheson at WestchasePatch reports that Vila and Sons has
entered Chapter 11 bankruptcy.  Vila and Sons is the landscaping
company that had cared for the greenways and common areas in
Westchase, Florida.  The report adds that the Westchase Community
Development District has tapped a new company to take over
landscaping duties starting Nov. 1, 2011.


VIRGIN OFFSHORE: Oct. 25 Hearing on Motion to Prohibit Use of Cash
------------------------------------------------------------------
Creditors Specialty Rental Tools & Supply, LLC, and Sooner Pipe,
LLC, ask the U.S. Bankruptcy Court for the Eastern District of
Louisiana to enter an order preventing Virgin Offshore USA, Inc.'s
use of cash collateral.

Specialty Rental Tools and Sooner Pipe, who claim to be judgment
creditors of Virgin Offshore, filed a copy of the Amended Judgment
which they recorded in Terrebonne Parish and with the Bureau of
Ocean Energy Management, Regulation, and Enforcement ("BOEMRE"),
with the Bankruptcy Court.

The movants tell the Court that pursuant to the Federal Outer
Continental Lands Act ("OCSLA"), they have a judicial mortgage
against any mineral interest or immovable property owned by Virgin
Offshore in Terrebonne Parish and any mineral leases in Federal
waters that are adjacent in Terrebonne Parish.

The Debtor is believed to be the titled owner of a 33.3334%
interest in that certain Oil and Gas Lease dated effective July 1,
1997, from the United States of America, as Lessor, to Apache
Corporation and British-Borneo Exploration, as Lessees, bearing
Serial Number OCS-G18011, covering all of Block 1253, Ship Shoal
Area, OCS Leasing Map, Louisiana Map No. 5 containing
approximately 5,000 acres (the "Ship Shoal Lease").

Further, the Debtor is believed to hold 28.53920% of the Operating
Rights in the multiple wells that were completed under Ship Shoal
Lease (the "Ship Shoal Wells").

The Ship Shoal Lease and the Ship Shoal Wells are located south of
Terrebonne Parish, Louisiana.  Thus, the proceeds of the Ship
Shoal Wells that are attributable to the Debtor are cash
collateral in which the movants have an interest.

On Aug. 31, 2011, the movants filed a Petition for Garnishment
against Texon Crude Oil, LLC, the purchaser of the crude oil
produced by the Ship Shoal Wells (effective as of Aug. 1, 2011),
in the 19th Judicial District Court for the Parish of East Baton
Rouge, State of Louisiana, Case No. 602-747, and served Texon
Crude with the petition for garnishment on Sept. 9, 2011.  Texon
Crude responded to the Garnishment Interrogatories stating that it
held funds payable to the Debtor and was placing those funds in a
suspense account until further order of the court.  As of the end
of September 2011, approximately $135,000 was being held in the
Texon Crude suspense account.

In the event the Court permits the Debtor to use any of the funds
that are currently held by Texon Crude in its suspense account,
the movants request that the Debtor be required to provide
adequate protection.

Albert J. Derbes, IV, T.A., Esq., and Frederick L. Bunol, Esq., at
The Derbes Law Firm, L.L.C., in Metairie, La., represent Specialty
Rental Tools and Sooner Pipe as counsel.

The hearing on the motion of creditors Sooner Pipe, LLC, and
Specialty Rental Tools & Supply, LLC, to prohibit use of cash
collateral is scheduled for Oct. 25, 2011, at 2:00 p.m.

                      About Virgin Offshore

Virgin Offshore USA, Inc., based in New Orleans, Louisiana,
produces oil and gas.  Creditors Dynamic Energy Services LLC,
Precision Drilling Company, LP, and Tanner Services LLC, owed
$1,895,824 in the aggregate, commenced an involuntary Chapter 11
bankruptcy proceeding against Virgin Offshore USA (Bankr. E.D. La.
Case No. 11-13028) on Sept. 16, 2011.  The petitioning creditors
are represented by Michael A. Crawford, Esq., at Taylor Porter
Brooks & Phillips LLP, H. Kent Aguillard, Esq., at Young, Hoychick
and Aguillard; and Jacque B. Pucheu, Jr., Esq., at Pucheu, Pucheu
& Robinson, LLP.

An affiliate of Virgin Offshore USA, Virgin Oil Company Inc.,
filed a Chapter 11 petition (Bankr. E.D. La. Case No. 09-11899) on
June 25, 2009.

The involuntary Chapter 11 bankruptcy petition against Virgin
Offshore USA, Inc., has been transferred to Judge Elizabeth W.
Magner.  The case was first given to Judge Jerry A. Brown.


WASHINGTON MUTUAL: Appeals Ruling on Insider-Trading Claims
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Washington Mutual
Inc., still reeling from a bankruptcy judge's second rejection of
its $7 billion creditor-payment plan, is appealing a ruling that
paves the way for its shareholders to pursue insider-trading
claims against prominent distressed-debt investors.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

Judge Walrath scheduled a status hearing for Oct. 7, 2011, at
11:30 a.m. to consider the issues to be referred to a mediator.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WHATEVER, LLC: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Whatever, LLC
        11 East Hawthorne Avenue
        Valley Stream, NY 11580

Bankruptcy Case No.: 11-26288

Chapter 11 Petition Date: October 10, 2011

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

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  E-mail: rol@lampllaw.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 six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/pawb11-26288.pdf

The petition was signed by Alan Wasserman, managing member.


WILLIAM LYON: Secures Third Amendment Extension From Lenders
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Colony Financial
Inc. granted William Lyon Homes Inc. a further extension of a
waiver of default on a $206 million senior secured term loan,
giving the troubled homebuilder more time while it negotiates the
restructuring of its debt, Colony said in a regulatory filing.

                        About William Lyon

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

The Company's balance sheet at June 30, 2011, showed $611.15
million in total assets, $610.25 million in total liabilities and
$896,000 in equity.

                           *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."

Standard & Poor's Ratings Services raised its rating on William
Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from
'D' after the company repurchased $10.5 million of outstanding
principal for $9.0 million.  S&P lowered its rating on the notes
to 'D' because S&P considered the discounted repurchase to be
tantamount to default under its criteria for exchange offers and
similar restructurings.  In accordance with its criteria, S&P is
now raising its rating on these notes because the company
completed its repurchase, and S&P is not aware of additional
discounted repurchases at this time.

As reported by the TCR on Sept. 6, 2011, Moody's Investors Service
lowered the ratings of William Lyon Homes, including its corporate
family and probability of default ratings to Ca from Caa2 and the
ratings on its public senior unsecured notes to C from Caa3. The
rating outlook is negative.

These rating actions result from the company's recently missed
interest payment of $2.92 million on its 7.5% senior unsecured
notes due 2/15/2014.  Moody's will attempt to determine the
company's reasons for missing the coupon payment in light of its
apparent availability of funds to make the payment and its plans
to address what Moody's considers to be an untenable capital
structure.


WILLIAM LYON: S&P Lowers Corporate Credit Rating to 'D'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on William Lyon Homes (William Lyon) to 'D' from 'CC' and
lowered the rating on the company's $138.8 million 10.75%
unsecured notes due 2013 to 'D' from 'C'. "The recovery rating
on the notes remains a '6', indicating our expectation for
negligible recovery (0%-10%)," S&P said.

"We lowered the issue rating because William Lyon failed to make
its scheduled Oct. 1, 2011, semiannual interest payment of $7.5
million on its outstanding $138.8 million 10.75% unsecured notes
due April 1, 2013," said credit analyst Matthew Lynam. "The
indenture governing the 2013 senior notes allows for a 30-day
grace period. However, the company did not make the scheduled
interest payment within five business days of the due date. We
lowered our corporate credit rating to 'D' because we believe the
company will fail to meet its remaining obligations as they come
due."

In June 2009, Standard & Poor's lowered its corporate credit
rating on the company to selective default following a below-par
tender offer. "On Sept. 20, 2011, we lowered the issue and
corporate credit ratings on the company after it missed a
scheduled interest payment for its 2014 notes. The company
ultimately made the required $2.9 million payment before the 30-
day grace period expired," S&P said.


WORLD SURVEILLANCE: Amends Form S-1 Registration Statement
----------------------------------------------------------
World Surveillance Group Inc. filed with the U.S. Securities and
Exchange Commission Amendment No.3 for Form S-1 registration
statement relating to the offer and sale of up to 22,588,332
shares of the Company's common stock, par value $0.00001 per
share, which may be resold from time to time by Jamie Cooper,
William P. Kaczynski Sr., Eastcor Engineering, LLC, et. al.  All
22,588,332 shares were issued and sold to the selling stockholders
in two private placements in reliance on Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 promulgated
thereunder, at a purchase price of $0.075 per share, resulting in
aggregate gross proceeds to us of $1,694,125.  The private
placements closed on May 4, 2011, and May 27, 2011.

Pursuant to registration rights agreements entered into in
connection with the private placements, the Company agreed to
register for resale the shares of common stock issued to the
selling stockholders.  The Company is not selling any common stock
under this prospectus and will not receive any proceeds from the
sale of shares by the selling stockholders.

The selling stockholders may sell the shares from time to time at
the market price prevailing on the Over The Counter Bulletin Board
at the time of offer and sale, or at prices related to such
prevailing market prices, in negotiated transactions or in a
combination of such methods of sale directly or through brokers.

Other than underwriting discounts and commissions and legal fees
of any of the selling stockholders, the Company has agreed to bear
all expenses incurred in connection with registration of the
common stock offered by the selling stockholders.

The Company's common stock is traded on the OTCBB under the symbol
"WSGI."  On Sept. 30, 2011, the closing price of the Company's
common stock was $0.07 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/68dTvs

                         About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

The Company's balance sheet at June 30, 2011, showed $3.7 million
in total assets, $17.9 million in total liabilities, and a
stockholders' deficit of $14.2 million.

Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about Sanswire's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2010.  The independent auditor noted that the
Company has experienced significant losses and negative cash
flows, resulting in decreased capital and increased accumulated
deficits.


YOUNG BUCK: Faces Ch. 7 Liquidation as Amended Plan Unconfirmable
-----------------------------------------------------------------
Jeanne Burton, the Chapter 11 trustee for David Darnell Brown aka
Young Buck, said the rapper's amended Chapter 11 plan is no longer
viable and the case may have to be converted to Chapter 7
liquidation.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Ms. Burton has been working since January to
investigate Young Buck's financial situation and to formulate a
plan to exit bankruptcy.  In June, she and Young Buck filed that
plan, which counted on Young Buck's ability to modify:

     -- a recording agreement with G-Unit Records, owned by Curtis
        Jackson aka 50 Cent; and

     -- a distribution agreement with Universal Music Group.

The revamped agreements would provide the revenue needed to pay
off Young Buck's creditors, according to the plan.

DBR relates that G-Unit and 50 Cent have opposed the plan, and Mr.
Burton said both G-Unit and Universal aren't willing to modify the
agreements.  Ms. Burton added that 50 Cent and Young Buck "remain
in disagreement" about each side's obligations under the recording
agreement.

"At this time, because no agreement has been reached with G-Unit
and Curtis Jackson regarding either assumption or rejection for
the recording agreement and/or the publishing agreement, the first
amended plan cannot be confirmed," Ms. Burton said in court papers
filed recently, according to DBR.  "The trustee believes and
therefore asserts that there is no reasonable likelihood of
reorganization at this point."

According to DBR, Ms. Burton also said that further hurting Young
Buck's case is the misappropriation of some of the rapper's funds.
The trustee said that during the bankruptcy, she became aware that
"a former acquaintance" of the rapper had his performance or
appearance fees wired to an unauthorized bank account opened for
one of Young Buck's companies. Unauthorized payments were then
made from this account, Ms. Burton said, and haven't been
recovered while the whereabouts of that former acquaintance remain
unaccounted for.

In January 2011, a federal judge converted the Chapter 13
bankruptcy proceedings of Nashville, Tenn. rapper Young Buck to
Chapter 11 bankruptcy proceeding.


* 'No Harm, No Foul' Acceptable in Basketball, not Bankruptcy
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that on an arcane question of fraudulent transfer law that
divides federal appeals courts, the Bankruptcy Appellate Panel for
the 8th Circuit came down on the side of circuit courts in
Richmond and San Francisco and parted company with the appeals
court in Cincinnati.

Mr. Rochelle relates that the case involved what's known as the
"no harm, no foul" theory that some courts accept while others
don't.  It arises when an individual makes a fraudulent transfer
of property that would be exempt if it hadn't been transferred
before bankruptcy.

According to Mr. Rochelle, the Appellate Panel in St. Louis
conceded that an exempt homestead can't be fraudulently
transferred under Minnesota law.  The panel's opinion by U.S.
Bankruptcy Judge Arthur B. Federman from Kansas City said that the
same rule doesn't apply under the federal fraudulent transfer law
in Section 548 of the U.S. Bankruptcy Code.

Taking sides with the majority of the Courts of Appeal to rule on
the question, Judge Federman, Mr. Rochelle relates, relied in part
on Section 522(g) of the code, which says that an individual
bankrupt can't claim an exemption in recovered property that was
fraudulently transferred if the transfer was voluntary.

Since the bankrupt had voluntarily transferred the home, he sent
the case back to the bankruptcy court to determine if all required
elements of a fraudulent transfer had been met.  On remand, the
bankruptcy judge was directed to decide if the bankrupt had
received equivalent value for the transfer and was insolvent at
the time.

The case is Sullivan v. Welsh (In re Lumbar), 11-6018, U.S.
Bankruptcy Appellate Panel for the 8th Circuit (St. Louis).


* Restructuring to Outstrip Bankruptcy in 2012, GCs Predict
-----------------------------------------------------------
Greg Ryan at Bankruptcy Law360, citing a new report on corporate
legal spending, says the market for restructuring and bankruptcy
legal services will continue to expand in 2012, though the
increasing popularity of the former may hinder the growth of the
latter.

Spending on restructuring work is expected to grow by 2.1% over
the next year, while bankruptcy spending is slated to increase by
1.8%, according to the Premium Practices Forecast 2012 report from
The BTI Consulting Group (Wellesley, Mass.), Law360 reports.


* Actuaries Find Pension Funding Challenges
-------------------------------------------
An independent study by the Society of Actuaries reports that
pension funding requirements will increase in the future and
suggests new ways to help companies meet the challenge and
preserve pensions.

The report, "The Rising Tide of Pension Contributions Post-2008:
How much and when?", suggests that funding and other regulatory
requirements might be eased for companies that pose less risk to
the pension system, and makes other suggestions both for companies
and regulators.  It includes ideas on reducing pension costs and
volatility, on possible regulatory changes to strengthen pension
plans, and on new approaches to manage the wide array of pension
risks.

"This report recognizes that pension sponsors face real
challenges," said Josh Gotbaum, PBGC Director, "but it also
suggests ways to help companies meet them - ways that are
consistent with the Administration's efforts to preserve plans."

Gotbaum noted that the Administration has proposed PBGC premiums
be eased for companies that pose less risk, to encourage them to
continue to provide defined benefit pensions.  "The actuaries
suggest pension funding and regulatory requirements should be
flexible, that sound companies with well-funded pension plans
should face less restrictive rules than companies that have more
risk of failure," Gotbaum said.  "That's consistent with the
Administration's premium proposal.  The actuaries are suggesting
that we consider it for funding and in other areas as well."

The actuaries' report also suggested that funding requirements
might be redesigned to be countercyclical, to avoid hitting
companies hardest when they can least afford to pay.  Gotbaum
noted that the Administration's premium proposal was designed the
same way, to avoid PBGC premiums spiking when they are least
affordable.

For their report the actuaries relied on the Pension Insurance
Modeling System created by the Pension Benefit Guaranty
Corporation. PBGC provided the computer software program to the
Society of Actuaries both to allow external validation and to
enhance the Society's research.

Among other findings, the actuaries' report shows that employers'
pension contributions are likely to increase significantly over
the next five years.  It notes that companies can decide to freeze
their plans and leave the voluntary defined benefit pension system
if they choose.  The actuaries make several suggestions, both for
companies and regulators if they want to avoid that result.

                            About PBGC

PBGC is a federal corporation that guarantees payment of basic
pension benefits earned by 44 million American workers and
retirees participating in over 27,500 private-sector defined
benefit pension plans.  The agency receives no funds from general
tax revenues and never has.  Operations are financed entirely by
insurance premiums paid by companies that sponsor pension plans
and from the assets and recoveries on behalf of plans that have
been assumed by PBGC.


* Private Equity Fund-Raising Hits Speed Bump in Third Quarter
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the U.S. fund-
raising environment through the third quarter of 2011 could be
summed up in one simple cliche - two steps forward, one step back.


* Four Keating Muething Attorneys Named Best Lawyers' 2012
----------------------------------------------------------
Keating Muething & Klekamp PLL disclosed that James E. Burke,
Joseph M. Callow, Jr., Louis F. Gilligan and Patricia B. Hogan
have been named Best Lawyers' 2012 Lawyers of the Year. Best
Lawyers(R), the oldest and highly respected peer-review
publication in the legal profession, has selected a single lawyer
in each practice area and in each community to be honored as the
"Lawyer of the Year."

The KMK attorneys recognized as 2012 Lawyers of the Year are as
follows:

-- James E. Burke has been named the "Cincinnati Best Lawyers'
Securities Litigation Lawyer of the Year" for 2012.

-- Joseph M. Callow, Jr. has been named the "Cincinnati Best
Lawyers' Antitrust Litigation Lawyer of the Year" for 2012.

-- Louis F. Gilligan has been named the "Cincinnati Best Lawyers'
Personal Injury Litigation--Defendants Lawyer of the Year" for
2012.

-- Patricia B. Hogan has been named the "Cincinnati Best Lawyers'
Copyright Law Lawyer of the Year" for 2012.

Best Lawyers compiles its lists of outstanding attorneys by
conducting peer-review surveys in which thousands of leading
lawyers confidentially evaluate their professional peers.  The
current edition of The Best Lawyers in America (2012) is based on
more than 3.9 million detailed evaluations of lawyers by other
lawyers.  The lawyers being honored as "Lawyers of the Year" have
received particularly high ratings in surveys by earning a high
level of respect among their peers for their abilities,
professionalism, and integrity.

                   About Keating Muething & Klekamp

The law firm of Keating Muething & Klekamp PLL --
http://www.kmklaw.com/-- based in Cincinnati, Ohio, is a
nationally-recognized law firm delivering sophisticated legal
solutions to businesses of all sizes -- from Fortune 500
corporations to start-up companies.  KMK has been recognized as a
leading law firm in Banking & Finance, Bankruptcy & Restructuring,
Corporate and Mergers & Acquisitions law, and General Commercial
Litigation in the 2011 edition of Chambers USA: America's Leading
Business Lawyers(R).  KMK was named the Commercial Litigation Firm
of the Year -- USA by Finance Monthly's Law Awards 2011. The 2011
Super Lawyers(R) Business Edition named KMK the Top Large Law Firm
in Ohio in Business and Transactions law.  KMK received 12 first
tier rankings in the 2010-11 Best Law Firms survey (Metropolitan
Cincinnati) by U.S.News and Best Lawyers.


* Ellerman Joins Frost Brown's Bankruptcy and Restructuring Group
-----------------------------------------------------------------
Frost Brown Todd announced on Oct. 11, 2011, that Paige L.
Ellerman has joined the Bankruptcy and Restructuring group as a
partner in the Cincinnati office.  Ms. Ellerman was previously a
partner at Taft Stettinius & Hollister LLP, and is Board Certified
in Business Bankruptcy Law by the American Board of Certification.
In addition, she is a founding member and the current president of
the Greater Cincinnati/Northern Kentucky Network of the
International Women's Insolvency and Restructuring Confederation
(IWIRC), a global networking organization that is "devoted to
enhancing the professional status of women in the practice of
insolvency and restructuring," according to the IWIRC.

"We are thrilled to have Paige join our Bankruptcy and
Restructuring Practice Group. She is an experienced attorney with
a strong reputation, and will be a tremendous asset to the firm's
national insolvency practice," said Douglas L. Lutz, Practice
Group Leader.

Ms. Ellerman primarily handles business restructurings, workouts
and bankruptcies. She represents business debtors and creditors,
including official and ad hoc creditors' committees, in complex
Chapter 11 bankruptcy cases, buyers and sellers in distressed
assets acquisitions, including Section 363 sales, and parties
involved in all types of bankruptcy litigation.  Ms. Ellerman is
on the national board of directors of Kappa Alpha Theta Fraternity
and serves as a board member of the Tri-State Association of
Corporate Renewal.  Ellerman has also served on the Board of
Trustees for the Cincinnati Bar Association and is a past
president of the John W. Peck Cincinnati/Northern Kentucky Chapter
of the Federal Bar Association. She is an undergraduate alumna of
the University of Kentucky, and received her law degree from the
Northern Kentucky University Salmon P. Chase College of Law.

Frost Brown Todd's Bankruptcy and Restructuring group is national
in scope and is staffed by attorneys in each of the firm's offices
across five states.  FBT's attorneys have a broad range of
experience in the fields of creditors' rights, insolvency,
workouts, corporate reorganizations and corporate liquidations.
The group handles matters involving all aspects of federal
bankruptcy law as well as a full range of matters arising under
state laws relating to commercial and real estate finance
transactions, creditors' rights, insolvency, workouts,
restructurings, business reorganizations and receiverships.  In
the last five years alone, attorneys in Frost Brown Todd's
Bankruptcy and Restructuring Practice have represented parties in
insolvency matters in more than 25 states across the U.S. as well
as working on significant overseas matters.


* Faegre & Benson LLP to Merge with Baker & Daniels LLP
-------------------------------------------------------
Faegre & Benson LLP disclosed that its partners have voted to
combine with Baker & Daniels LLP.  The new firm, to be inaugurated
on January 1, 2012, will be called Faegre Baker Daniels LLP.

The consulting arm of Baker & Daniels, B&D Consulting, will change
its name to FaegreBD Consulting, effective January 1, 2012.


* BOOK REVIEW: The Style and Management of a Pediatric Practice
---------------------------------------------------------------
Author: Leo W. Bass, M.D. and Jerome H. Wolfson, M.D.
Publisher: Beard Books
Softcover: 154 pages
Price: $34.95
Review by Henry Berry

The Style and Management of a Pediatric Practice is an essential
resource for pediatricians who have completed their medical
education and training and are about to set up a practice in this
critical area of healthcare.  The authors write from a wealth of
experience.  For many years, they had a successful joint practice
in Pittsburgh, where they also taught pediatrics and consulted for
a juvenile detention center.  Their teaching and consulting work
evidences the broader role that many pediatricians are taking in
bettering the lives of their young patients.

This broad perspective of a pediatrician's mission is reflected in
the preface to the book, in which the authors state, "We are
encouraging our patients to stay with us longer and we are
spending more time with adolescents and even young adults."  Bass
and Wolfson further note that pediatricians are playing a more
central role in healthcare in general.  Today's pediatrician must
keep pace with the latest medical issues and topics, and be
prepared to deal with expanded patient relationships and treat a
greater variety of patients. Nonetheless, authors recognize that,
"the fulcrum of any pediatric practice is [still] the newborn
baby."

As an example of the more expansive mission that pediatricians
must now be prepared for, the authors point out that, unlike in
years past, the care and treatment of older children may entail
genital exams and discussions of sexual matters.  Also, as many
readers are undoubtedly aware, contemporary pediatricians, more so
than earlier generations, must be alert to and capable of
diagnosing a variety of psychological and emotional conditions of
older children, such as attention deficit disorder and substance
abuse.  In their expanded role, pediatricians must work with
medical professionals in specialized areas such as psychology,
with teachers and others at schools, and with personnel who
provide community services for younger persons.

Bass and Wolfson's book begins with the premise that, to get a new
practice off on the right foot, a pediatrician must first
understand the mechanics of setting up an office, which, in turn,
is inextricably bound with his or her style of practice.  In other
words, pediatricians need to recognize the interrelation between
the mechanics of the office -- that is, its arrangement or design
-- and their personality and the standard of care they intend to
provide as physicians.  Thus, the design of a small pediatric
facility implies a standard of care the pediatricians mean to
provide.  Another important consideration, which the authors weave
into the discussion, is aligning the pediatrician's mechanics and
style with what constitutes prudent business practice.

The book is, however, more than a "how-to" on setting up a
pediatric practice.  Bass and Wolfson never stray from their
objective of helping beginning pediatricians meet the demands of
today's world.  In doing so, the authors introduce topics that
otherwise might be overlooked by beginning pediatricians.  For
instance, on the subject of play areas, the authors do not simply
mention it as a necessary adjunct of a pediatric office, nor do
they merely include it as an item on a checklist.  Rather, Bass
and Wolfson discuss the purpose of the play area, its value to
patients and the pediatrician, and how it is used in the daily
operations of the practice.  With these considerations in mind,
the authors advise the pediatrician to ensure that the play area
is part of the waiting room so parents can keep an eye on their
children.  This, in turn, requires that the waiting room be
especially large, not only to include the play area, but also
because "pediatric patients tend to have lots of company --
sometimes both parents or grandparents or friends."  An inviting
play area is also important because it will "distract the
children . . . while you have a private word with their parents."

The design of a pediatric practice must also take into account the
various medical procedures that will be performed on patients.
For example, the authors suggest that, "In examining the eye you
attempt the fundoscopic exam without touching the face . . . In
examination of the ears learn to stand with your eye at arm's
length from the otoscope."

Most importantly, the authors tackle the topic of delivering
healthcare to patients of diverse ages and needs.  They discuss
for example, what office behavior to expect from children of all
ages, which can even vary from month to month for patients of the
same age.  Managing a patient from registration to receiving
payment is another topic that is concisely and knowingly covered.
Style and Management of a Pediatric Practice provides a
comprehensive, concrete, informative handbook on implementing the
best medical and business practices for the smaller pediatric
practice.  The authors advocate their particular "system" and
beginning pediatricians may conclude they want to modify the
authors' advice, but they will find it unfailingly provides a good
starting point.  This work can help novice pediatricians quickly
hit the ground running without expending unnecessary time and
energy that is better used on treating patients.

Leo W. Bass, M.D., and Jerome H. Wolfson, M.D., were prominent
pediatricians in the Pittsburgh area for many years.  Besides
operating their own pediatric practice, they have consulted,
taught, and provided services for local medical facilities.


                           *********

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
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
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