TCR_Public/111021.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 21, 2011, Vol. 15, No. 292

                            Headlines

400 BLAIR: Court Sets Nov. 10 Disclosure Statement Hearing
1002 GEMINI: Voluntary Chapter 11 Case Summary
ABCLD HOLDINGS: Court Allows Non-Material Modifications to Plan
ABBY REAL ESTATE: Case Summary & 11 Largest Unsecured Creditors
ADRENALINA: Restates Third Quarter 2008 Financials

ADRENALINA: Restates Second Quarter 2008 Financials
AEROFLEX INCORPORATED: Moody's Lowers PDR to B2, Affirms B1 CFR
ALMADEN ASSOCIATES: Court Confirms Amended Reorganization Plan
ALROSE KING: U.S. Trustee Appoints 3-Member Creditors' Panel
ALROSE KING: Brooklyn Federal Seeks Case Conversion to Chapter 7

AMR CORP: Has $162-Mil. Loss in 'Challenging' 3rd Quarter
ANDERSON NEWS: Wants 2nd Circ. to Revive Antitrust Suit
AQUILEX HOLDINGS: Adopts an Employee Retention Plan
ARCTIC GLACIER: Mulls Options Amidst Financial Difficulties
BANK OF GRANITE: Stockholders Adopt Agreement and Plan of Merger

BANKUNITED FINANCIAL: Wins Bankr. Court Ruling on Tax Refunds
BEAR MOUNTAIN: Files Schedules of Assets and Liabilities
BIOFUEL ENERGY: Begins Trading on Nasdaq Capital Market
BORDERS GROUP: Plan Filing Exclusivity Extended Until Jan. 12
BORDERS GROUP: Travis County Says Plan Not Confirmable

BORDERS GROUP: To Sell Singapore License to Popular for $100,000
BORDERS GROUP: Court Supplements Opt-Out Procedures
BRIARWOOD CAPITAL: Hearing on Case Conversion Slated for Nov. 9
BRIGHAM EXPLORATION: Moody's Reviews 'B3' Corporate for Upgrade
BRIGHTSTAR CORP: S&P Puts 'BB-' Corp. Credit Rating on Watch Neg

CAPISTRANO TERRACE: May Use Settlements to Pay Off Creditors
CARBON ENERGY: Meeting of Creditors Continued to Oct. 31
CASTLE ARCH: Voluntary Chapter 11 Case Summary
CDC PROPERTIES II: Graham & Dunn Okayed as Replacement Counsel
CHEF SOLUTIONS: Wins Court Nod to Sell Assets at Auction

CHEF SOLUTIONS: Court Approves Donlin as Claims & Noticing Agent
CHEYENNE HOTEL: Gets Court OK to Hire Thomas F. Quinn as Counsel
CLARENDON HOLDINGS: Court Pegs Gateway Bank Collateral at $475T
CLEAR CREEK: Wins Court Nod to Hire Allen Matkins as Counsel
COMMUNITY TOWER: Wants to Appoint John Feece as President

CROWN REAL: Files Schedules of Assets and Liabilities
CYBEX INTERNATIONAL: Incurs $278,000 Third Quarter Net Loss
DALLAS STARS: Have Cash-Use Authority to Finish Plan
DANA HOLDING: Moody's Raises Corporate Family Rating to 'Ba3'
DAVID RUGGERIO: Puts Restaurants in Chapter 11 Bankruptcy

DELTA AIR: Named to Dow Jones Sustainability Index
DELPHI CORP: Seeks Final Decree Closing 5 Cases
DELPHI CORP: Reaches Settlement With EPA
DELPHI CORP: Hearing on Injunction vs. Oldco Trustee Adjourned
DELPHI CORP: PBGC Head Angled for Slice of Pension Pie

DESERT OASIS: Obtains Court Okay to Tap FamCo as Expert Witness
DISSOLUTION PROPERTIES: Case Summary & 6 Largest Unsec Creditors
DIVERSEY HOLDINGS: Moody's Withdraws 'B2' Corporate Family Rating
DLH MASTER: Hires Clouse Dunn as Labor & Employment Counsel
DPAC TECHNOLOGIES: Completes Asset Sale to Q-Tech for $10.5MM

DRYSHIPS INC: Faces Shareholder Class Action in New York
ENERGY AND POWER: Section 341(a) Meeting Scheduled for Nov. 2
FADE IT UP: Voluntary Chapter 11 Case Summary
FMI HOLDINGS: Gets Cease Trade Order On Failure to File Reports
FRAZER/EXTON: Court Approves $1.9-Mil. DIP Financing From Roskamp

FRIENDLY ICE CREAM: Court OKs Epiq as Claims Agent
FRIENDLY ICE CREAM: Section 341(a) Meeting Scheduled for Nov. 10
FRY'S ELECTRONICS: Seeks $65 Million from Ex-VP Over Kickbacks
GENERAL GROWTH: Files 5th Post-Confirmation Status Report
GEORGE SHAMOUN: Flagstar Loan Modification Requires Plan Revision

GIORDANO'S ENTERPRISES: Selects Stalking Horse for Restaurant
GLUTH BROS: Court Slashes Counsel Fees on Disclosure Violations
GO DADDY: To Face Increasing Competition, Moody's Says
GRACEWAY PHARMACEUTICALS: Galderma-Led Auction on Nov. 17
GRACEWAY PHARMA: Court OKs Alvarez & Marsal as Advisors

GRACEWAY PHARMA: Court OKs Latham & Watkins as Bankruptcy Counsel
HANS HOTEL: Case Summary & 20 Largest Unsecured Creditors
HARRISBURG, PA: Moving Toward State Receivership to End Bankruptcy
HARRISBURG, PA: House Sends Fiscal Emergency Bill to Governor
HATHAWAY ENTERPRISES: Court Enters Notice Dismissing Ch. 11 Case

HERITAGE LOG: Files for Bankruptcy Amid Fraud Allegations
HOTI ENTERPRISES: Court Denies Jonathan Foster Motion to Dismiss
HOVNANIAN ENTERPRISES: Sweetens Rejected Tender Offer for Bonds
HOVNANIAN ENTERPRISES: Revises Exchange Offers of Debt Securities
HUGHES TELEMATICS: Amends 11.3 Million Common Shares Offering

HUSSEY CORP: Halkos Holdings Emerges as Second Bidder
INNER CITY: Taps Robert Maccini as Chief Restructuring Officer
INNER CITY: Reaches Deal With Lenders on Restructuring Plan
INNER CITY: Wants to Employ MGBD as Bankruptcy Consultant
INNKEEPERS USA: Seeks Approval of Amended Commitment Letter

INPHASE TECH: Files for Chapter 11 Bankruptcy Protection
JEMA ENTERPRISES: Can't Pursue Claims Over Home Equity Loan
JAMESON INN: Affiliate Files for Bankruptcy to Halt Foreclosure
JEMANYA CORP: Involuntary Chapter 11 Case Summary
JM HUBER: Moody's Assigns 'B1' CFR; Outlook Positive

JM HUBER: S&P Assigns 'BB-' Corporate Credit Rating
KINGSBURY CORP: Utica Leaseco Withdraws Case Dismissal Plea
KINGSBURY CORP: Section 341(a) Meeting Scheduled for Nov. 1
LAS VEGAS RUSSELL: Case Summary & 10 Largest Unsecured Creditors
LE-NATURE'S: Ex-CEO Deserves 20 Years for Fraud, Prosecutors Say

LEHMAN BROTHERS: Continues to Dominate Trading in Claims
LEHMAN BROTHERS: Lloyd's to Pay $500,000 to Settle With GameTech
LEHMAN BROTHERS: Proposes to Assume Agreement With Ritz-Carlton
LEHMAN BROTHERS: Committee Backs EUR328MM Loan Restructuring
LEHMAN BROTHERS: Committee Backs 2012 Incentive Program

LEHMAN BROTHERS: Withdraws Plea for Giants Documents
LIVERPOOL CITY HOSPITAL: Moody's Lowers LT Bond Rating to 'Ba1'
LORAUX ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
LOS ANGELES DODGERS: Judge OKs Protective Discovery Bid
LYONDELL CHEMICAL: Blavatnik Balks at Trustee's $300MM Claim

M WAIKIKI: Hearing on Bickel & Brewer Hiring Continued to Nov. 2
MACCO PROPERTIES: Ch. 11 Trustee Gets Interim Approval for Loan
MACROSOLVE INC: Settles Infringement Suits with 37 Companies
MAQ MANAGEMENT: Files Plan, Promises to Pay Unsecureds in 5 Years
MAQ MANAGEMENT: Wants Until Nov. 14 to File Disclosure Statement

MARCO POLO: Gets Final OK to Pay $2MM Critical Vendors' Claims
MARY A II: U.S. Trustee Appoints 6-Member Creditors' Panel
MERCED FALLS: Cappello and Noel Approved as Special Counsel
MOMENTIVE PERFORMANCE: Expects to Record $653-Mil. in Q3 Sales
MOMENTIVE SPECIALTY: Expects to Report $1.2 Billion Sales for Q3

MONARCH FLIGHT: Amegy Loses Bid for Preliminary Injunction
MT. JORDAN: Files Amended Disclosure Statement
MURDER INC: Case Summary & 20 Largest Unsecured Creditors
NEBRASKA BOOK: Plan Exclusivity Extended Until Jan. 23
NEUROLOGIX INC: Authorized Common Shares Hiked to 750 Million

NEW LEAF: Orrie Tawes Discloses 19.9% Equity Stake
NEWPAGE CORP: Hires Dewey & LeBoeuf as Bankruptcy Counsel
NEWPAGE CORP: Employs FTI Consulting as Financial Advisors
NEWPAGE CORP: Seeks to Employ PwP as Auditor and Accountant
NEWPAGE CORP: Committee Wants to Retain Paul Hastings as Counsel

NEWPAGE CORP: Committee Seeks Young Conaway as Co-Counsel
NEW ULM: Case Summary & 5 Largest Unsecured Creditors
NO FEAR: Seeks Approval to Tap RSM McGladrey as Accountant
NO FEAR: SHI Committee to Tap Gibson Dunn as Conflicts Counsel
NORTEL NETWORKS: Court Dismisses Appeal Vs. Pensions Regulator

NUANCE: Moody's Affirms Corporate Family Rating at 'Ba2'
NUANCE COMMUNICATIONS: S&P Affirms 'BB-' Corporate Credit Rating
OCIMUM BIOSOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
OMEGA NAVIGATION: Opposes Committee Retention of Advisors
PARKWOOD ASSOCIATES: Case Summary & 9 Largest Unsecured Creditors

PEANUT CITY: Case Summary & 20 Largest Unsecured Creditors
PLAN 9: Case Summary & 20 Largest Unsecured Creditors
POLYONE CORPORATION: Moody's Affirms 'Ba2' Corp. Family Rating
PREMIER PROPERTIES: Case Summary & 10 Largest Unsecured Creditors
PROTEONOMIX INC: Examines Licensing of Diabetes Stem Cell Tech.

RADDCO ENTERPRISES: Voluntary Chapter 11 Case Summary
REGIONALCARE HOSPITAL: Moody's Assigns 'B3' Corp. Family Rating
REGIONALCARE HOSPITAL: S&P Assigns Prelim. 'B' Corporate Rating
RITE AID: Fitch Affirms Junks Ratings on Senior Unsecured Notes
ROCHA DAIRY: Committee Gets Nod to Hire Rocha Farms as Counsel

ROCK PARENT: S&P Assigns 'B' Corporate Credit Rating
ROTHSTEIN ROSENFELDT: Trustee Seeks $10MM From Levinson Jewelers
RQB RESORT: Goldman Acquiring Sawgrass Marriott in Confirmed Plan
RVTC LIMITED: Aims Full Payment of Gen. Unsec. Claims in 2 Yrs.
SHAMROCK-SHAMROCK INC: Court Terminates Coldwell Banker Services

SOLYNDRA LLC: Imperial Says 25 Potential Buyers Have Lined Up
SONJA TREMONT-MORGAN: Hannibal Wants Chapter 7 for TV Star
SOUTH EDGE: Plan Confirmation Hearing to End Oct. 26
SPRINT NEXTEL: Fitch Lowers Issuer Default Rating to 'B+'
SUNVALLEY SOLAR: Enters Into Photovoltaic Contract with Ken Vong

SUNVALLEY SOLAR: Board OKs Entry Into SPA with Asher Enterprises
SUPERIOR OFFSHORE: Plan Injunction Does Not Stop Suit v. Insurer
SWENSON BROS.: Voluntary Chapter 11 Case Summary
SWENSON BROTHERS: Case Summary & 8 Largest Unsecured Creditors
SWIPE-N-SHINE L.L.C.: Case Summary & Creditors List

TELKONET INC: Three Directors Elected at Annual Meeting
TELLICO LANDING: Court Sets Nov. 4 Disclosure Statement Hearing
TH PROPERTIES: Objects Ch.7 Conversion; Exit Plan in the Works
TODD BRUNNER: Creditors Investigate Financial Records
TRAVELPORT HOLDINGS: Appoints G. Baiera & R. Buccarelli to Board

TRIBUNE CO: Judge 'Within Days' of Ruling on Chapter 11 Plan
TROPICANA ENTERTAINMENT: Parties Reach Deal on "Tropicana" Name
TSI ACQUISITION: Moody's Withdraws 'Caa1' Corp. Family Rating
TURKPOWER CORP: Delays Filing of Quarterly Report on Form 10-Q
UNITED RENTAL: Moody's Affirms 'B2' Corporate Family Rating

US ROUTE 23: Plan Violates Absolute Priority Rule
VAN CHASE: Case Converted to Ch. 7; 341 Meeting on Nov. 4
VAN CHASE: Files Schedules of Assets and Liabilities
VILLA D'ESTE: Section 341(a) Meeting Scheduled for Nov. 3
WESTERN COMMUNICATIONS: Has Final OK to Use Bofa Cash Collateral

WESTERN COMMUNICATIONS: Files Schedules of Assets and Liabilities
XODTEC LED: Delays Filing of Quarterly Report on Form 10-Q
Z TRIM HOLDINGS: Inks Manufacturing Agreement with Aveka Group

* 'And' Means 'Either' in Home Mortgage-Loan Dispute

* Proposed Law Looks to End Delaware's "Bankruptcy Capital" Status

* Strategic Value Raises $750MM for New Special Situations Fund

* McDonald Hopkins Law Firm Expands Miami Office

* BOOK REVIEW: Hospital Turnarounds - Lessons in Leadership



                            *********

400 BLAIR: Court Sets Nov. 10 Disclosure Statement Hearing
----------------------------------------------------------
Judge Michael B. Kaplan has scheduled a hearing for Nov. 10, 2011,
at 10:00 a.m., to consider the adequacy of the disclosure
statement filed by 400 Blair Realty Holdings, LLC, in support of
its proposed Chapter 11 plan of reorganization.

Objections to the adequacy of the Disclosure Statement will be
filed with the Clerk of the Bankruptcy Court and served upon
counsel for the Debtor, counsel for the Creditor's Committee and
upon the United States Trustee no later than 14 days prior to the
hearing date.

As reported in the TCR on Oct. 14, 2011, the Debtor 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, in accordance with the Plan.

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 million.

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
$8.75 million.  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 $2.25 million.
Of this amount, $1.29 million 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 is Morris S. Bauer, Esq., at
Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey.


1002 GEMINI: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 1002 Gemini Interests LLC
        5116 Bissonnet, #154
        Bellaire, TX 77401

Bankruptcy Case No.: 11-38815

Chapter 11 Petition Date: October 17, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: brogers@ralaw.net

Scheduled Assets: $2,946,152

Scheduled Debts: $3,470,825

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

The petition was signed by Kellie Nwokedi, member.


ABCLD HOLDINGS: Court Allows Non-Material Modifications to Plan
---------------------------------------------------------------
Judge Barbara J. Houser granted the request of ABCLD Holdings, LLC
and secured creditor Armed Forces Bank to make non-material
modifications to their proposed plan of reorganization.

The Debtor's Plan of Reorganization was distributed to creditors
on or about July 1, 2011, with a deadline for creditors to return
ballots of Aug. 1, 2011.

Armed Forces Bank or AFB is an impaired secured creditor holding a
Class 4 secured claim.  AFB has voted for the Plan and the Plan as
amended.  AFB's loan to the Debtor was participated with another
financial institution prepetition.  As a result of postpetition
negotiations, AFB and the Debtor have modified the plan of
reorganization.  Under the amended plan, the Debtor will issue two
notes to satisfy Class 4 under the Plan instead of one instrument.
This change was incorporated into the Amended Plan of
Reorganization.

The change to the treatment of Class 4 creditors does not
materially affect any creditors that have voted for or against the
Plan, the Court opined.  No further notice, solicitation, or
balloting is thus required prior to confirmation of the Amended
Plan.

                       About ABCLD Holdings

Dallas, Texas-based ABCLD Holdings is a Nevada limited liability
company created on March 18, 2011, to acquire properties owned by
FRE Real Estate Inc. in Texas for $59.8 million.  All of the
capital stock of ABCLD Holdings is owned by ABC Land &
Development, Inc., which is a corporation owned by Ronald Akin and
DTS Holdings, LLC.  FRE filed for bankruptcy Jan. 4, 2011.  The
case was dismissed March 1, 2011.

ABCLD filed for bankruptcy to implement a prepetition settlement
agreement with Armed Forces Bank, as successor by merger to Bank
Midwest, N.A. is the secured creditor with respect to the acquired
FRE Properties.  AFB played an active role in obtaining dismissal
of the FRE bankruptcy proceeding.  The Agreement contemplates the
foreclosure of certain of the properties, a prepackaged bankruptcy
filing, and the restructuring of the AFB debt.

ABCLD commenced the prepackaged Chapter 11 bankruptcy (Bankr.
N.D. Tex. Case No. 11-34969) on Aug. 1, 2011.  Judge Barbara J.
Houser presides over the case.  Melissa S. Hayward, Esq., at
Franklin Skierski Lovall Hayward LLP, serves as bankruptcy
counsel to the Debtor.  In its petition, the Debtor estimated
assets of $50 million to $100 million and debts of $10 million to
$50 million.  The petition was signed by Craig Landess, vice
president.  Armed Forces Bank is represented by Keith Miles
Aurzada, Esq., at Bryan Cave LLP.

According to its schedules, the Debtor disclosed $66,579,892 in
total assets and $40,454,914 in total debts.


ABBY REAL ESTATE: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Abby Real Estate Development, LLC
        637 Gifford Street
        Falmouth, MA 02540

Bankruptcy Case No.: 11-19838

Chapter 11 Petition Date: October 18, 2011

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

Judge: William C. Hillman

Debtor's Counsel: Honoria DaSilva-Kilgore, Esq.
                  THE LAW OFFICES OF HONORIA DASILVA-KILGORE, P.C.
                  2 Richard Street, P.O. Box 277
                  Raynham, MA 02767
                  Tel: (508) 822-3200
                  Fax: (508) 822-3289
                  E-mail: HDKLaw@HDKLawOffices.com

Scheduled Assets: $5,410,131

Scheduled Debts: $4,010,377

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mab11-19838.pdf

The petition was signed by Dr. Robin S. Peters, managing member.


ADRENALINA: Restates Third Quarter 2008 Financials
--------------------------------------------------
Adrenalina filed on Oct. 6, 2011, on Form 10-Q/A-1, restated
financial statements for the three and nine months ended Sept. 30,
2008, to correct an error discovered during the third quarter of
2011, related to the accounting of the discount attributable to
detachable warrants on convertible debt issue in November 2007,
February 2008 and August 2008.  This error was due to the
application of an incorrect amortization period on the discount
attributable to the warrants.

The correction of this error resulted in an increase of the
carrying value of the convertible debt due to the decrease in the
discount amount at Sept. 30, 2008, as well as an increase of in
interest expense and net loss by approximately $437,000 for the
nine months ended Sept. 30, 2008.

The net loss for the three months ended Sept. 30, 2008, increased
to $2,095,000 from $1,262,000 for the three months ended Sept. 30,
2007, an increase of $833,000, or 66%.   Total revenues for the
three months ended Sept. 30, 2008 increased $518,000 or 55.6% as
compared to the three months ended Sept. 30, 2007.

The net loss for the nine months ended Sept. 30, 2008, increased
to $6,635,000 from $3,486,000 for the nine months ended Sept. 30,
2007, an increase of $3,149,000 or 90.3%.  Total revenues for the
nine months ended Sept. 30, 2008, increased $1,290,000 or 52.2% as
compared to the nine months ended Sept. 30, 2007.

The Company's balance sheet at Sept. 30, 2011, showed $11,934,164
in total assets, $11,753,261 in total liabilities, and
stockholders equity of $180,903.

"The Company continued to incur significant operating losses
through the nine months ended Sept. 30, 2008, which raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in the filing.  "As shown in the
accompanying financial statements, the Company has incurred net
losses of approximately $6,635,000 and $3,486,000 for the nine
months ended Sept. 30, 2008, and 2007, respectively.
Additionally, the Company has used cash flows in operations of
approximately $993,000 and $3,904,000 for the nine months ended
Sept. 30, 2008, and 2007, respectively.?

A complete text of the Form 10-Q/A-1 is available for free at:

                      http://is.gd/nCscrn

Hallandale, Florida-based Adrenalina is a retail, entertainment,
media and publishing company that is focused on the nature and
lifestyle surrounding extreme sports and outdoor adventures.


ADRENALINA: Restates Second Quarter 2008 Financials
---------------------------------------------------
Adrenalina filed on Oct. 6, 2011, on Form 10-Q/A-2, restated
financial statements for the three and six months ended June 30,
2008, to correct an error related to the accounting of discount
attributable to detachable warrants on convertible debt issued in
November 2007 and February 2008.  This error was due to the
application of an incorrect amortization period on the discount
attributable to the warrants.

The correction of this error resulted in an increase of the
carrying value of the convertible debt due to the decrease in the
discount amount at June 30, 2008, as well as an increase of in
interest expense and net loss by approximately $272,000 for the
six months ended June 30, 2008.

The net loss for the three months ended June 30, 2008, increased
to approximately $2,125,300 from $1,002,100 for the three months
ended June 30, 2007, an increase of $1,123,200 or 112.1%.  Net
revenues for the three months ended June 30, 2008, increased
$517,300 or 76.4% as compared to the three months ended June 30,
2007,

The net loss for six months ended June 30, 2008 increased to
approximately $4,540,000 from $2,224,000 for the six months ended
June 30, 2007, an increase of $2,316,000 or 104.1%.  Net revenues
for the six months ended June 30, 2008 increased $771,800 or 50.1%
as compared to the six months ended June 30, 2007.

The Company's balance sheet at June 30, 2011, showed $10,775,935
million in total assets, $9,622,025 in total liabilities, and
stockholders equity of $1,153,910.

"The Company continued to incur significant operating losses
through the six months ended June 30, 2008, which raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in the filing.  "As shown in the
accompanying financial statements, the Company has incurred net
losses of approximately $4,540,000 and $2,224,000 for the six
months ended June 30, 2008, and 2007, respectively.  Additionally,
the Company has used cash flows in operations of approximately
$288,000 and $1,435,000 for the six months ended June 30, 2008,
and 2007, respectively.?

A complete text of the Form 10-Q/A-2 is available for free at:

                      http://is.gd/tIWE2U

Hallandale, Florida-based Adrenalina is a retail, entertainment,
media and publishing company that is focused on the nature and
lifestyle surrounding extreme sports and outdoor adventures.


AEROFLEX INCORPORATED: Moody's Lowers PDR to B2, Affirms B1 CFR
---------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
Rating (PDR) of Aeroflex Incorporated ("Aeroflex") to B2 from B1.
Moody's also affirmed the Corporate Family Rating (CFR) and senior
secured revolving credit facility and term loan at B1, and the
speculative grade liquidity rating at SGL-2. The outlook remains
stable.

The following rating was downgraded:

Probability of Default Rating to B2 from B1

The following ratings were affirmed:

Corporate Family Rating at B1

Speculative Grade Liquidity Rating at SGL-2

These LGD point estimates were revised:

$75 million Senior Secured Revolving Credit Facility due 2016 --
to B1 (LGD-3, 32%) from B1 (LGD-3, 49%)

$725 million Senior Secured Term Loan B due 2018 -- to B1 (LGD-3,
32%) from B1 (LGD-3, 49%)

RATINGS RATIONALE

The downgrade of the PDR is a function of the recent refinancing
of Aeroflex's debt and reflects the resulting priority of claims
for the company's debt. As of June 30, 2011, Aeroflex had put in
place a new capital structure comprised only of 'all-first lien'
bank debt ($75 million senior secured revolver and $725 million
senior secured term loan) and subsequently retired all other
outstanding debt instruments, including the unsecured notes.

As a consequence, Moody's is revising the expected family recovery
rate on the new debt to 65% from 50%. The better than average
family recovery rate results in a higher default probability,
which results in the Probability of Default Rating of B2 (one
notch below the Corporate Family Rating of B1). As the only debt
instruments in the capital structure, the senior secured credit
facilities are rated at B1. The revision of the loss given default
assessment on the debt instruments to LGD-3 (32%) from LGD-3 (49%)
is a function of the higher expected recovery rate and reflects
the priority position of the revolver and senior secured term loan
in the debt structure relative to the unsecured trade payables and
operating lease obligations.

The affirmation of the CFR at B1 reflects Aeroflex's continuing
position as the primary or sole source provider in various niche
markets, as well as its high and relatively stable gross margins,
good operating profitability and Moody's expectation of positive
free cash flow in 2012 (especially given its low capex fables
operating model).

The principal methodology used in rating Aeroflex Incorporated
(Vertias Capital) was the Global Semiconductor Industry
Methodology published in November 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


ALMADEN ASSOCIATES: Court Confirms Amended Reorganization Plan
--------------------------------------------------------------
The Hon. Edward D. Jellen of the U.S. Bankruptcy Court for the
Northern District of California confirmed Almaden Associates,
LLC's Amended Plan of Reorganization dated June 30, 2011, as
modified and supplemented.

As reported in the Troubled Company Reporter on Aug. 12, 2011, the
treatment of secured creditors varies under the Plan.  As to the
different mortgage holders, Mechanics Bank will be paid current
interest until two years from the Effective Date of the Plan, when
it will be paid in full.  The notes of other secured creditors
will remain secured by the existing liens, will be paid on an
interest only basis and will be due in full two years from the
Effective Date of the Plan.

The Plan dated June 9, 2011, as modified on June 30, 2011,
provides that through the ongoing management and sale or
refinancing of its real property portfolio, the Debtor will pay
all allowed general unsecured creditors in full over a period of
two years.  Holders of allowed non-priority unsecured claims in
the amount of $1,000 or less are unimpaired and each will be paid
a lump sum dividend equal to the amount of its allowed claim
within 60 days after the Effective Date.  Unpaid Allowed priority
creditors will be paid in full shortly after confirmation of the
Plan.

Interest holders will retain their interests.

A copy of the Amended Combined Plan And Disclosure Statement is
available at http://bankrupt.com/misc/almaden.combinedplanDS.pdf

                  About Almaden Associates, LLC

Dublin, California-based Almaden Associates, LLC, is a California
limited liability company.  Its principal owner (and responsible
individual in this Chapter 11 case) is Sidney Corrie, Jr.  Its
minority member is Corrie Development Corporation ("CDC"), which
manages the Debtor's real property portfolio.  CDC is wholly-owned
by Sidney Corrie, Jr.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Calif. Case No. 10-41903) on Feb. 22,
2010.  The Company estimated its assets and debts at $10 million
to $50 million.  The Debtor is represented by Joel K. Belway,
Esq., at The Law Office of Joel K. Belway, in San Francisco,
California, as counsel.


ALROSE KING: U.S. Trustee Appoints 3-Member Creditors' Panel
------------------------------------------------------------
Christine H. Black, the Assistant United States Trustee for
Region 2 in the Central Islip, New York office, pursuant to 11
U.S.C. Sec. 1102(a) and (b), appointed three unsecured creditors
to serve on the Official Committee of Unsecured Creditors of
Alrose King David LLC.

The Creditors Committee members are:

     1. East End Builders Group, Inc.
        1029 William Floyd Parkway
        Shirley, NY 11967
        ATTN: Jonathan Rubin

     2. Demonte Plumbing & Heating
        367 Veterans Memorial Highway
        Commack, NY 11725-4336
        ATTN: Robert Demonte

     3. Atelier Lumiere, Inc.
        33 W. 17th Street, # 901
        New York, NY 10011-5520
        ATTN: Kazumi Tanimura

                         About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011,
estimating between $10 million and $50 million in both debts and
assets.  Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.


ALROSE KING: Brooklyn Federal Seeks Case Conversion to Chapter 7
----------------------------------------------------------------
Brooklyn Federal Savings Bank asks the U.S. Bankruptcy Court for
the Eastern District of New York to convert the bankruptcy case of
Alrose King David LLC into a proceeding under Chapter 7 of the
Bankruptcy Code.

BFSB asserts that conversion to Chapter 7 is proper in Alrose
King's case because the Debtor is not operating in the best
interests of the creditors and of the estate.

Counsel to BFSB, Christopher R. Belmonte, Esq., at Satterlee
Stephens Burke & Burke LLP, in New York, relates that the Debtor
has had a negative cash flow since Sept. 1, 2009, when it entered
into a 50-year lease with affiliate Alrose Allegria LLC for rent
which was only 10% of the amount of the monthly payments owed to
BFSB which holds the first priority secured debt on the Property.
Compounding the conflict of transferring its only income-producing
assets for a small percent of its ongoing expenses, he cites, the
Debtor has never even collected rent under the lease from its
affiliate, and has not commenced any action to collect such unpaid
rent.

The Debtor has secured debts owed to BFSB totaling approximately
$38 million as of the Petition Date, Mr. Belmonte relays.

                         About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011,
estimating between $10 million and $50 million in both debts and
assets.  Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.


AMR CORP: Has $162-Mil. Loss in 'Challenging' 3rd Quarter
---------------------------------------------------------
AMR Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $162 million on $6.37 billion of total operating revenues for
the three months ended Sept. 30, 2011, compared with net income of
$143 million on $5.84 billion of total operating revenues for the
same period during the prior year.

The Company also reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $373 million on $16.58
billion of total operating revenues for the same period a year
ago.

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 Sept. 30, 2011, showed $24.72
billion in total assets, $29.55 billion in total liabilities and a
$4.83 billion stockholders' deficit.

"While the third quarter was challenging for American Airlines, we
are taking aggressive actions to improve the Company's performance
and strengthen its foundation for long-term success," said AMR
Chairman and CEO Gerard Arpey.  "We have put in place many of the
critical building blocks for a successful future, including a
strong network and alliance partnerships, accelerated fleet
renewal plans and innovative products and services to enhance our
customers' experience.  At this point, our immediate top priority
is to address the key remaining foundational issue, which is our
cost structure, so that we can change the competitive dynamics and
move our company forward on the path to profitability."

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

                        http://is.gd/baAbsS

                       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 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: Wants 2nd Circ. to Revive Antitrust Suit
-------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that Anderson News
LLC on Wednesday asked the Second Circuit to revive an antitrust
suit claiming magazine publishers including Time Inc. drove it
into bankruptcy by uniformly balking at a proposed price increase.

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.


AQUILEX HOLDINGS: Adopts an Employee Retention Plan
---------------------------------------------------
Aquilex Holdings LLC, on Oct. 13, 2011, adopted an employee
retention plan that covers certain of the Company's managers and
executives, including L.W. Varner, Jr., the Company's principal
executive officer, Jay Ferguson, the Company's principal financial
officer, and Pedro Amador, a named executive officer.  Pursuant to
the Employee Retention Plan, and subject to the payment mechanism,
the Company expect to make bonus payments to Mr. Varner,
Mr. Ferguson and Mr. Amador of $290,000, $200,000 and $130,000,
respectively.

Under the Employee Retention Plan, each Covered Employee will
receive a bonus payment, one-half of which will be payable upon
the Covered Employee's entry into an agreement confirming
acceptance of the terms of the Employee Retention Plan.  Subject
to certain conditions, the remaining one-half of the bonus payment
shall be payable to the Covered Employee on the date that is
ninety days following the consummation of a change of control, if
any, of the Company.

In the event that a Covered Employee is terminated without cause
before the Payment Date, the Covered Employee will be paid a
prorated percentage of the bonus.  In the event that a Covered
Employee is terminated with cause or voluntarily resigns before
the Payment Date, the Covered Employee will not receive any
further bonus payments and will be required to return to the
Company the bonus payments previously received under the Employee
Retention Plan.  If any amounts are so returned, the Company may
reallocate those amounts to other Covered Employees.

In addition to the bonus payments provided for under the Employee
Retention Plan, on Oct. 17, 2011, the Company paid Mr. Varner a
discretionary bonus in the amount of $250,000.

                      About Aquilex Holdings

Aquilex Holdings LLC is the parent of Aquilex Corporation, a
leading provider of critical maintenance, repair and industrial
cleaning solutions to the energy industry. Through our divisional
and branch offices in the United States and Europe, we provide our
services to a diverse global base of over 600 customers, primarily
in the oil and gas refining, chemical and petrochemical
production, fossil and nuclear power generation and waste-to-
energy industries.

The Company reported a net loss of $13.9 million on $226.6 million
of revenues for the six months ended June 30, 2011, compared with
a net loss of $25.1 million on $213.3 million of revenues for the
same period of 2010.

The Company's balance sheet at June 30, 2011, showed
$670.5 million in total assets, $490.9 million in total
liabilities, and stockholders' equity of $179.6 million.

The Company's Credit Agreement requires it to maintain certain
financial ratios, including a minimum ratio of Adjusted EBITDA to
total interest expense and maximum ratios of total debt and senior
secured debt to Adjusted EBITDA.

"While the Company was in compliance with its debt covenants as of
June 30, 2011, based on current business conditions and forecast,
there can be no assurance that the Company will be in compliance
with those covenants as of Sept. 30, 2011, or thereafter," the
Company said in its Form 10-Q for the quarter ended June 30, 2011.


ARCTIC GLACIER: Mulls Options Amidst Financial Difficulties
-----------------------------------------------------------
Arctic Glacier Income Fund has been advised by Toronto Stock
Exchange that TSX is reviewing the eligibility for continued
listing of the units of the Fund.

The Fund is being reviewed under TSX's Remedial Review Process and
has been granted 30 days, subject to any further extensions that
may be granted by TSX in its discretion, to comply with all TSX
requirements for continued listing.  If the Fund is unable to
demonstrate on or before November 21, 2011 that it meets, or is
expected to meet within a reasonable period of time, all TSX
requirements for continued listing, the units will be delisted 30
days from such date.

TSX initiated its delisting review due to (i) the Fund's difficult
financial condition, including its current default under its
credit facilities with its lenders and (ii) the trading price of
the Fund's units has been so reduced as to potentially not warrant
continued listing.

The Fund is continuing to actively pursue financing and strategic
alternatives to resolve its current financial situation and hopes
to have secured transactions in place prior to November 21, 2011
that will satisfy TSX that continued listing of the Fund's units
on TSX is warranted.  In the event that the Fund cannot satisfy
TSX that continued listing on TSX is warranted, it will consider
submitting an application to an alternative marketplace for
trading of the Fund's units.

The Fund will advise unitholders of the status of the Fund's TSX
listing and other developments affecting the Fund as the process
advances.

                          About Arctic Glacier

Arctic Glacier Income Fund, through its operating company, Arctic
Glacier Inc., is a leading producer, marketer and distributor of
high-quality packaged ice in North America, primarily under the
brand name of Arctic Glacier(R) Premium Ice.  Arctic Glacier
operates 39 production plants and 48 distribution facilities
across Canada and the northeast, central and western United States
servicing more than 75,000 retail locations.


BANK OF GRANITE: Stockholders Adopt Agreement and Plan of Merger
----------------------------------------------------------------
Bank of Granite Corporation held a special meeting of its
stockholders on Oct. 18, 2011.  At the Special Meeting, the
stockholders adopted the Agreement and Plan of Merger, dated as of
April 26, 2011, as amended on June 16, 2011, and Aug. 15, 2011, by
and among FNB United Corp., Gamma Merger Corporation, a wholly
owned subsidiary of FNB United Corp., and the Company, as the
agreement may be further amended from time to time and approved
the merger described therein.  The stockholders also approved on a
non-binding, advisory basis, change of control severance payments
to certain named executive officers of the Company that are based
on or other wise relate to the merger.  The stockholders agreed to
adjourn the special meeting of stock holders, if necessary, to
solicit additional proxies if there are not sufficient votes to
approve the merger proposal.

                       About Bank of Granite

Granite Falls, N.C.-based Bank of Granite Corporation is a
Delaware corporation that was organized June 1, 1987, as a bank
holding company.  The Company's only businesses are the ownership
and operation of Bank of Granite, a state bank chartered under the
laws of North Carolina on Aug. 2, 1906, and Granite Mortgage,
Inc., a mortgage bank chartered under the laws of North Carolina
on June 24, 1985.  Granite Mortgage discontinued its origination
activities during 2009.

The Company conducts its community banking business operations
from 20 full-service offices located in Burke, Caldwell, Catawba,
Forsyth, Iredell, Mecklenburg, Watauga, and Wilkes counties in
North Carolina.

The Company's balance sheet at June 30, 2011, showed
$807.06 million in total assets, $787.75 million in total
liabilities, and $19.30 million in total stockholders' equity.

                     Cease and Desist Order

In 2009, Bank of Granite entered into a Stipulation and Consent to
the issuance of an Order to Cease and Desist by the Federal
Deposit Insurance Corporation and the North Carolina Commissioner
of Banks.  Based on the Company's Consent, the FDIC and the
Commissioner jointly issued the Order on Aug. 27, 2009.

The Order requires the Bank to achieve and maintain Tier 1
Leverage Capital Ratio of not less than 8% and a Total Risk-Based
Capital of not less than 12% for the life of the Order.

                      Going Concern Doubt

The Company reported a net loss of $23.66 million on
$44.80 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $25.62 million on
$52.64 million of total interest income during the prior year.

Dixon Hughes PLLC, in Charlotte, North Carolina, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company incurred net
losses in 2010 and 2009, primarily from higher provisions for loan
losses.  Bank of Granite Corporation's wholly-owned bank
subsidiary is under a regulatory order that requires, among other
provisions, higher regulatory capital requirements.  The Bank did
not meet the higher capital requirements as of Dec. 31, 2010 and
is not in compliance with the regulatory agreement.  Failure to
comply with the regulatory agreement may result in additional
regulatory enforcement actions.


BANKUNITED FINANCIAL: Wins Bankr. Court Ruling on Tax Refunds
-------------------------------------------------------------
BankUnited Financial Corporation, a Florida corporation and
debtor-in-possession disclosed that the United States Bankruptcy
Court for the Southern District of Florida on October 19, 2011
announced a ruling in the Company's favor relating to the
ownership of anticipated federal tax refunds in the estimated
amount in excess of $45 million.  United States Bankruptcy Judge
Laurel M. Isicoff announced that she will issue a written decision
and order granting the Company's motion for summary judgment and
denying the cross motion for summary judgment filed by Federal
Deposit Insurance Corporation as Receiver for the Company's failed
bank subsidiary.  The effect of the ruling is a determination that
the Company's bankruptcy estate is the sole owner of the tax
refunds, subject to the right of the FDIC to receive the first
$7.5 million of the refund and assert a general unsecured claim
against the estate of $45 million under a prior settlement
agreement approved by the Court.  The written ruling is expected
to be issued within the next two weeks, and the FDIC is expected
to appeal the decision.

                      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.


BEAR MOUNTAIN: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Bear Mountain Ranch Holdings LLC filed with the Bankruptcy Court
for the Eastern District of Washington its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,192,000
  B. Personal Property            $2,813,047
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,361,879
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $77,914
                                 -----------      -----------
        TOTAL                    $13,005,047       $4,439,811

Chelan, Washington-based Bear Mountain Ranch Holdings LLC -- fka
Bear Mountain LLC and dba Bear Mountain Orchards -- filed for
Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-04354) on
Sept. 1, 2011, before Judge Patricia C. Williams.  Barry W.
Davidson, Esq. -- cnickerl@dbm-law.net -- at Davidson Backman
Medeiros PLLC, serves as the Debtor's counsel.

Robert D. Miller Jr., the United States Trustee for the Eastern
District of Washington, in Spokane, failed to appoint an official
committee of unsecured creditors.


BIOFUEL ENERGY: Begins Trading on Nasdaq Capital Market
-------------------------------------------------------
BioFuel Energy Corp., on Oct. 17, 2011, received a letter from The
Nasdaq Stock Market indicating that the Company's application to
list its common stock on the Nasdaq Capital Market had been
approved.  The Company's shares, which were previously traded on
the Nasdaq Global Market, began trading on the Nasdaq Capital
Market under its current symbol "BIOF" at the market opening on
Oct. 18, 2011.

On April 20, 2011, the Company had been notified that the bid
price of its common stock had not met the minimum $1.00 per share
required for continued listing on the Nasdaq Global Market.  Under
Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an
initial period of 180 calendar days in which to regain compliance.
The letter states that the Nasdaq staff has determined that the
Company (1) has not been able to regain compliance within the
initial 180 day compliance period and (2) is eligible for an
additional 180 day period, or until April 16, 2012, to come into
compliance with the Rule.

If the Company does not regain compliance with Rule 5450(a)(1) by
April 16, 2012, the Nasdaq staff will provide written notice that
the Company's securities are subject to delisting.  At that time,
the Company may appeal Nasdaq's determination to delist its
securities to a Hearings Panel.  In any event, in order to meet
the $1.00 minimum bid price requirement to maintain its listing on
the Nasdaq Capital Market, the Company may have to effect a
reverse stock split, which would require the approval of the
Company's stockholders.

                      About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF)
-- http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company reported a net loss of $25.22 million on
$453.41 million of net sales for the year ended Dec. 31, 2010,
compared with a net loss of $19.70 million on $415.51 million of
net sales during the prior year.

The Company's balance sheet at June 30, 2011, showed $311.74
million in total assets, $219.59 million in total liabilities and
$92.14 million in total equity.

                      Going Concern Doubt;
                       Bankruptcy Warning

Grant Thornton LLP, in Denver, did not issue a going concern
qualification after auditing the Company's financial statements
for the year ended Dec. 31, 2010.

As reported in the Troubled Company Reporter on March 31, 2010,
Grant Thornton LLP, in Denver, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has experienced declining liquidity and has $16.5 million of
outstanding working capital loans that mature in September 2010.

In the Form 10-K for the year ended Dec. 31, 2010, the Company
noted that its ability to make payments on and refinance its $230
million senior debt facility -- of which $189.4 million was
outstanding as of Dec. 31, 2010 -- depends on its ability to
generate cash from operations.  The Company noted that during its
first two full years' of operations, it has been unable to
consistently generate positive cash flow.  In addition, it
continues to have, severely limited liquidity, with $7.4 million
of cash on hand as of Dec. 31, 2010.

"If we do not have sufficient cash flow to service our debt, we
would need to refinance all or part of our existing debt, sell
assets, borrow more money or raise additional capital, any or all
of which we may not be able to do on commercially reasonable terms
or at all.  If we are unable to do so, we may be required to
curtail operations or cease operating altogether, and could be
forced to seek relief from creditors through a filing under the
U.S. Bankruptcy Code.  Because the debt under our Senior Debt
Facility subjects substantially all of our assets to liens, there
may be no assets left for stockholders in the event of a
liquidation.  In the event of a foreclosure on all or
substantially all of our assets, we may not be able to continue to
operate as a going concern."


BORDERS GROUP: Plan Filing Exclusivity Extended Until Jan. 12
-------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York extended Borders Group, Inc. and its debtor
affiliates' exclusive deadlines under Section 1121(d) of the
Bankruptcy Code to:

(i) file a Chapter 11 plan through and including January 12,
     2012; and

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

The Court's order is without prejudice to the Debtors' rights to
seek a further extension or extensions of the Exclusive Periods,
or of parties-in-interest to seek reductions thereof, Judge Glenn
held.

On October 3, 2011, the Debtors and the Official Committee of
Unsecured Creditors filed a Joint Plan of Liquidation, whereby
the Debtors' assets will be put in a liquidating trust for
distribution to creditors.

The Court will consider adequacy of the disclosure statement
accompanying the Plan on November 10, 2011.  Objections to the
Disclosure Statement are due no later than November 3.

                       About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Travis County Says Plan Not Confirmable
------------------------------------------------------
Travis County Assessor-Collector Nelda Wells opposes approval of
the disclosure statement explaining the Debtors' Joint Plan of
Liquidation.

Travis County complains that the Plan does not allow for payment
of its claim as secured along with 12% interest.  The Debtors'
failure to include Travis County's fully secured claim with 12%
interest renders the Plan unfair and unequitable as to Travis
County under Sections 511(a) and 1129(b)(2)(A) of the Bankruptcy
Code, argues Karon Y. Wright, Esq., in Austin, Texas --
karon@wright@co.travis.tx.us -- assistant county attorney.  She
further contends that the Plan violates Sections 32.05 and 33.01
of the Texas Property Tax Code.  State created property rights
will not be destroyed in a bankruptcy context, she insists.

Travis County, City of Austin, Austin Independent School
District, Austin Community College, and Travis County Healthcare
dba Central Health, are collectively referred to as Travis
County.

                        The Chapter 11 Plan

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

The purpose of the Plan is to liquidate, collect, and maximize the
Cash value of the remaining assets of the Debtors and make
distributions in respect of any allowed claims against the
Debtors' estates.  The Plan is premised on the satisfaction of
claims through creation of a liquidating trust and distribution of
the proceeds raised from the sale and liquidation of the Debtors'
remaining assets, claims and causes of action.

Under the Plan, secured creditors will full payment of their
claims.  Recovery by unsecured creditors is subject to funds
recovered by the liquidating trustee.  Equity holders won't
receive anything.

The Plan Proponents will ask the Court to confirm the Plan at a
hearing Dec. 19, 2011.  Objections, if any, to confirmation
of the Plan must be filed and served so that they are received on
or before Dec. 14, 2011.

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

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

                       About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: To Sell Singapore License to Popular for $100,000
----------------------------------------------------------------
Borders Group, Inc. and its debtor affiliates seek permission
from Judge Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York to sell a perpetual, royalty free
license of the trademarks formerly owned by the Debtors in
Singapore, free and clear of liens, interests and claims, to
Popular Holdings, Inc., for $100,000.

As previously reported, the Court authorized on September 27,
2011, the sale of certain of the Debtors' intellectual property
assets to Barnes & Noble, Inc. along with licenses to certain
licensees to use in certain foreign jurisdictions the trademarks
conveyed to Barnes & Noble.  The IP Assets Sale Order expressly
granted the Debtors the continued right to seek to sell the
license to use the Marks in Singapore.

Popular was the winning bidder for the Singapore License for
$100,000 at the IP Assets auction held on September 14, 2011.
Popular, Barnes & Noble, and the Debtors, however, were unable to
reach an agreement on the Singapore License before the entry of
the IP Assets Sale Order.  Since the entry of the IP Assets Sale
Order, Popular, Barnes & Noble and the Debtors have continued
negotiations and have reached agreement for the sale of the
Singapore License to Popular.

Specifically, Barnes & Noble and Popular agreed to enter into a
Brand License Agreement whereby Popular will make a payment to
the Debtors of $100,000 for the Singapore License.  In turn,
Barnes & Noble will grant Popular a license to use the Marks in
Singapore on terms set forth in the Brand License Agreement.

The Official Committee of Unsecured Creditors and Barnes & Noble
have no objection to the proposed sale.

A full-text copy of the proposed Popular Brand Licensing
Agreement is available for free at:

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

Accordingly, the Debtors ask the Court to approve the sale of the
Singapore License to Popular under substantially the same terms
and conditions as the other licenses sold in the IP Sale.

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, relates that given the closing or sale of the
Debtors' businesses, the value of the Marks in Singapore are
deteriorating.  Accordingly, the proposed sale of the Singapore
License to Popular will allow the Debtors to maximize the value
of the Singapore License and is consistent with the other
licenses approved by the Court under the IP Assets Sale Order, he
asserts.  The Debtors believe that the price to be paid by
Popular in exchange for the Singapore License represents the
highest and best value for the Singapore License.

Popular is anxious to close on the Singapore License as soon as
practicable, Mr. Friedman adds.

                       About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Court Supplements Opt-Out Procedures
---------------------------------------------------
Judge Martin Glenn entered on October 17, 2011, an order approving
supplemental opt-out mechanics for the transfer of personally
identifiable information or PII of Borders Group customers to
Barnes & Noble, Inc., in connection with the recent sale of the
Debtors' intellectual property assets to Barnes & Noble.

The Supplemental Opt-Out Mechanics provide for these terms:

  (1) The opt-out period end date will be extended from
      October 15, 2011, to November 2, 2011, for all Borders
      customers.

  (2) A reminder notice will be sent by e-mail to all
      individuals already contacted by e-mail (other than those
      Borders customers who have already opted out of the
      transfer of their PII to Barnes & Noble).  The reminder
      notice will state in relevant part that if the customer
      would like to opt out of having its customer data
      transferred, it may go to http://bn.com/borders/by
      November 2, 2011.

  (3) All individuals who have not been contacted by e-mail yet,
      where a valid e-mail exists, will be sent the initial opt-
      out e-mail plus the "reminder notice" e-mail.

  (4) An additional disclosure similar to the reminder notice
      e-mail will be added to the website opt-out page.

  (5) The Web site opt-out mechanism will be modified to
      accommodate affected individuals who never provided the
      Debtors with an e-mail address, provided the Debtors with
      a non-working e-mail address or provided the Debtors with
      an e-mail address the individual can no longer access.  An
      additional follow-up e-mail will be sent as promptly as
      practicable to any individual who attempts to opt out with
      a functional e-mail that is not found in the Borders
      database.

  (6) An additional follow-up e-mail will be sent as promptly as
      practicable to any individual who attempts to opt out with
      a functional e-mail that is not found in the Borders
      database.

      This e-mail will alert the individual to the fact that,
      because no match was found in the Borders database for the
      e-mail address that was entered, the opt-out request
      failed and that individual will have until the later of
      November 2, 2011 or 24 hours from delivery of the
      notification to try again.  It will also explain that they
      must enter the e-mail address on file with Borders to
      successfully opt out.

  (7) During the period from October 15, 2011 through
      November 2, 2011 (the end of the opt-out period), Barnes &
      Noble may use the transferred PII only for marketing
      analytics and other internal purposes, but may not use the
      transferred PII to send any marketing messages to former
      Borders customers (not including those customers who were
      Barnes & Noble customers prior to the transfer of Borders
      customer PII to Barnes & Noble).

A full-text copy of the Supplemental Opt-Out Mechanics is
available for free at:

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

Notwithstanding anything to the contrary in the September 27,
2011 IP Assets Sale Order, by complying with the Supplemental
Opt-Out Mechanics, Barnes & Noble will be deemed to have complied
with the provisions of the IP Assets Sale Order governing the
transfer of PII from the Debtors to Barnes & Noble to the extent
that the Supplemental Opt-Out Mechanics modify or supersede any
provision of the IP Assets Sale Order, Judge Glenn clarified.

Barnes & Noble is directed to submit to the Court an affidavit
certifying its compliance with the applicable requirements set
forth in the Sept. 27 Sale Order, as modified and superseded by
the Oct. 17 order, reasonably promptly following the latest date
by which all applicable PII must be purged in accordance with
those requirements.

Given the resolution at status conferences held on October 13,
and 14, 2011, of the issues raised in the supplemental report
filed by Michael St. Patrick Baxter, the court-appointed consumer
privacy ombudsman, and other issues raised regarding the opt-out
process, the hearing set on October 18, 2011 pursuant to the
October 5, 2011 scheduling order is deemed canceled.

Other than as expressly provided, the Oct. 17 Order does not
modify or waive any provision of the IP Assets Sale Order or the
Barnes & Noble Purchase Agreement, Judge Glenn clarified.  Barnes
& Noble will continue to be entitled to the protections afforded
to it under the IP Assets Sale Order, including Barnes & Noble's
status as a good faith purchaser for purposes of Section 363(m)
of the Bankruptcy Code, the bankruptcy judge held.

Any objections to the relief granted that have not been
withdrawn, waived, or settled, and any reservations of rights
included in those objections are overruled on the merits, Judge
Glenn ruled.

                       About Borders Group

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

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

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

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

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

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

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

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


BRIARWOOD CAPITAL: Hearing on Case Conversion Slated for Nov. 9
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing on Nov. 9, 2011, at 3:00 p.m., to consider
the motion to convert the Chapter 11 case of Briarwood Capital LLC
to one under Chapter 7 of the Bankruptcy Code.

Leslie T. Gladstone, the Chapter 11 trustee, for Briarwood Capital
LLC, has asked that the Court convert the case of the Debtor.

             About Nicolas Marsch, Briarwood and Colony

Based in Rancho Santa Fe, California, Briarwood Capital, LLC's
primary business prepetition was land acquisition and organizing
financing for real estate development.  Briarwood filed for
Chapter 11 bankruptcy protection on Feb. 23, 2010 (Bankr. S.D.
Calif. Case No. 10-02677).  In its schedules, the Debtor disclosed
$292,798,759 in assets and $18,563,641 in liabilities as of the
Petition Date.

Colony Properties International, LLC -- Colony I -- (Bankr. S.D.
Calif. Case No. 10-02937) and Colony Properties International II,
LLC -- Colony II -- (Bankr. S.D. Calif. Case No. 10-03361) also
filed for Chapter 11.

Rancho Santa Fe, California-based Nicolas Marsch, III, filed for
Chapter 11 bankruptcy protection on Feb. 25, 2010 (Bankr. S.D.
Calif. Case No. 10-02939).  Mr. Marsch estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

Mr. Marsch has a 100% membership interest in Briarwood, which he
valued at over $274 million.  He also has a 100% membership
interest in Colony Properties.  Mr. Marsch also asserts more than
$2 million in claims against Briarwood and is a guarantor of debt
owed by Briarwood and by to KBR Opportunity Fund II.  He is also
the guarantor of Colony's debt to KBR.  Colony asserts more than
$668,000 in claims against Mr. Marsch.  Colony also asserts more
than $50,000 in claims against Briarwood.

The cases are separately administered.  Jeffry A. Davis, Esq., at
Mintz Levin Cohn Ferris Glovsky & Popeo, represents the Debtors in
their restructuring efforts.  In July 2010, the Court held that
Mintz Levin was ineligible to represent the estates of Mr. Marsch,
Briarwood and Colony Properties, or any two of them.  Chapter 11
trustees have been appointed in each of the cases.

Richard M. Kipperman serves as the Chapter 11 trustee for Colony
Properties International, LLC and Colony Properties International
II, LLC; and Leslie T. Gladstone serves as the Chapter 11 trustee
for Briarwood.


BRIGHAM EXPLORATION: Moody's Reviews 'B3' Corporate for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed Brigham Exploration Company's
(Brigham) B3 Corporate Family Rating (CFR) and Caa1 senior
unsecured notes ratings under review for upgrade. This action
follows the announcement that Brigham has agreed to be acquired by
Statoil ASA (Aa2 stable) for $36.50 per share in cash, for a total
enterprise value of $4.7 billion, including Brigham's net debt.

Statoil is a much larger and diversified energy company with deep
financial resources to support Brigham and the continued
development of its large acreage positions in the Williston Basin.
Moody's review of Brigham's ratings will focus on whether Statoil
will guarantee Brigham's debt, and if not, the imputed support and
ratings uplift attributable to Statoil and the strategic nature of
its investment in Brigham. Without a guarantee, Moody's would
expect Brigham to be rated higher, but it is not likely to be
rated investment grade. If Brigham's debt is not guaranteed,
Moody's will also consider the level of financial disclosure
available in order to maintain a rating on Brigham following the
acquisition. In the event that substantially all of Brigham's
rated debt is redeemed then Moody's will withdraw the ratings.

The principal methodology used in rating Anadarko 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.


BRIGHTSTAR CORP: S&P Puts 'BB-' Corp. Credit Rating on Watch Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings,
including the 'BB-' corporate credit rating, on Miami-based
Brightstar Corp. on CreditWatch with negative implications.

Though Brightstar has delivered operating performance and
liquidity measures in line with our expectations through the March
2011 quarter, the company has not delivered its interim financials
for the June 2011 quarter on a timely basis. Brightstar's bond
indenture requires the company to deliver its financials within 60
days of the end of its quarter. It has not received a notice of
default from its bond trustee. In the event it receives formal
notice from the trustee, the company would have 60 days from
notification to remedy the situation.

"We will monitor the company's progress in filing its financial
statements as part of our CreditWatch resolution, along with our
assessment of the underlying issues causing the delay. When
current statements are available, we will review the operating
results so that we can resolve the CreditWatch and either lower or
affirm our ratings on Brightstar," S&P stated.


CAPISTRANO TERRACE: May Use Settlements to Pay Off Creditors
------------------------------------------------------------
Jenna Chandler at SanJuanCapistranoPatch reports Capistrano
Terrace Ltd. told a bankruptcy court judge that it might use
settlements from suits against the city of San Juan Capistrano,
California, and its insurance carrier to pay off creditors.

The report says Capistrano Terrace said it intends to shutter the
mobile home park on Valle Road by this time next year if a
proposal by the park's residents to buy it themselves is not
successful.

Ms. Chandler says the Company outlined these steps in asking a
bankruptcy judge for more time to file a comprehensive
reorganization plan.  The Company has been "busy preparing for
litigation," the motion states.  "The proceeds of [the litigation]
will likely be a large part of the expected source of funding for
any potential plan."

The San Juan Capistrano City Council was scheduled to meet
Oct. 18, 2011, in closed session to discuss the owners' threat of
a lawsuit.  The meeting's agenda said the claim involves the
city's rent control, park closure and building/property
maintenance regulations.  The claim hasn't been filed yet, and
must first be denied by the city before a lawsuit can be filed.

On Sept. 28, 2012, the president of Capistrano Terrace Ltd., Ray
Poulter, sent letters to the residents advising that as part of
the partnership's bankruptcy process, the park would be closed
Oct. 15, 2012, and "changed to vacant land until there is a
determination of its ultimate use."

Lake Forest, California-based Capistrano Terrace Ltd. filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 11-19767) on
July 12, 2011.  D. Edward Hays, Esq., at Marshack Hays LLP, in
Irvine, California, serves as counsel to the Debtor.  The Debtor
estimated assets of $1 million to $10 million and debts of up to
$50 million.


CARBON ENERGY: Meeting of Creditors Continued to Oct. 31
--------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17 has continued
until Oct. 31, 2011, at 3:00 p.m., the meeting of creditors
pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy cases of
Carbon Energy Holdings LLC and Carbon Energy Reserve Inc.  The
meeting will be held at Young Bldg., Room 3024.

Based in Wickenburg, Arizona, Carbon Energy Holdings LLC and
Carbon Energy Reserve Inc. filed for Chapter 11 bankruptcy (Bankr.
D. Nev. Case Nos. 11-52099 and 11-52101) on June 28, 2011.  Judge
Bruce T. Beesley presides over the cases.

Carbon Energy Holdings Inc. filed its schedules disclosing $0 in
assets and $146,270 in liabilities.

Carbon Energy Reserve Inc., a debtor-affiliate of Carbon Energy
Holdings, also filed its schedules disclosing $40,000,000 in
assets and $2,009,573 in liabilities.

Kolesar & Leatham Chtd. acts as the Debtors' general counsel.


CASTLE ARCH: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Castle Arch Real Estate Investment Company, LLC
        8 East Broadway #510
        Salt Lake City, UT 84111

Bankruptcy Case No.: 11-35082

Chapter 11 Petition Date: October 17, 2011

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

Judge: Joel T. Marker

Debtor's Counsel: Michael L. Labertew, Esq.
                  LABERTEW & ASSOCIATES, LLC
                  4764 South 900 East, Suite 3
                  Salt Lake City, UT 84117
                  Tel: (801) 424-3555
                  Fax: (801) 365-7314
                  E-mail: michael@labertewlaw.com

Scheduled Assets: $2,818,931

Scheduled Debts: $40,863,600

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

The petition was signed by Trent Waddoups, CEO/president.

Affiliates that previously filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Castle Arch Kingman, LLC
Castle Arch Opportunity Partner Managers, LLC
Castle Arch Opportunity Partners I, LLC
Castle Arch Opportunity Partners II, LLC
Castle Arch Secured Development Fund, LLC
Castle Arch Smyrna, LLC


CDC PROPERTIES II: Graham & Dunn Okayed as Replacement Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized CDC Properties II LLC to employ Graham & Dunn PC as its
replacement counsel.

The firm, will among other things:

   1. provide legal advice with respect to the Debtor's powers
      and duties as debtor-in-possession in the continued
      operation of its businesses and management property;

   2. take 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, the negotiations concerning all litigation in
      which the Debtor is involved, and the objection to claims
      filed against the Debtor's estate; and

   3. represent the Debtor in carrying out its duties and
      exercising its powers under the Bankruptcy Code

                    About CDC Properties II LLC

Tacoma, Washington-based CDC Properties II LLC filed for Chapter
11 bankruptcy (Bank. W.D. Wash. Case No. 11-44554) on June 2,
2011.  Judge Paul B. Snyder presides over the case.  In its
petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Thomas W. Price,
member/manager.

Affiliate CDC Properties I, LLC, sought Chapter 11 protection
(Case No. 10-41010) on Feb. 2, 2010.  Prium Kent Retail, LLC.
Prium Lakewood Buildings, and Prium Meeker Mall LLC filed separate
Chapter 11 petitions in 2010.


CHEF SOLUTIONS: Wins Court Nod to Sell Assets at Auction
--------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Chef Solutions
Holdings LLC won a Delaware bankruptcy court's blessing Wednesday
to sell its assets at auction, where a joint venture between a
private equity firm and rival Reser's Fine Foods Inc. will kick-
start the bidding with an initial $62 million offer.

U.S. Bankruptcy Judge Kevin Gross signed off on auction procedures
and the stalking horse bid from Reser's and Mistral Capital
Management LLC after a short hearing, setting an auction for
Nov. 9, 2011, according to Law360.

                        About Chef Solutions

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

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

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

Judge Gross has authorized Chef Solutions to borrow $9 million to
fund operations as the Company gears up to sell its assets.

A joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc. has signed a contract to buy the business for
$36.4 million in cash and $25.3 million in secured debt.  The deal
is subject to higher and better offers.


CHEF SOLUTIONS: Court Approves Donlin as Claims & Noticing Agent
----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Chef Solutions Holdings Inc. and its
debtor-affiliates to employ Donlin, Recano & Company Inc. as
claims and noticing agent.

The firm will provide these services, among other things:

   a) notify all potential creditors of the filing of the Debtors'
      bankruptcy petitions and of the setting of the first meeting
      of creditors, pursuant to section 341 of the Bankruptcy
      Code, under the proper provisions of the Bankruptcy Code and
      the Bankruptcy Rules;

   b) maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs
      listing the Debtors' known creditors and the amounts owed
      thereto;

   c) notify all potential creditors of the existence and amount
      of their respective claims, as evidenced by the Debtors'
      books and records and as set forth in their Schedules;

   d) furnish a notice of the last day for the filing of proofs of
      claim and a form for the filing of a proof of claim, after
      such notice and form are approved by this Court; and

   e) file with the Clerk an affidavit or certificate of service
      which includes a copy of the notice, a list of persons to
      whom it was mailed, and the date the notice was mailed,
      within seven days of service.

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

                        About Chef Solutions

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

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

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

Judge Gross has authorized Chef Solutions to borrow $9 million to
fund operations as the Company gears up to sell its assets.

A joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc. has signed a contract to buy the business for
$36.4 million in cash and $25.3 million in secured debt.  The deal
is subject to higher and better offers.


CHEYENNE HOTEL: Gets Court OK to Hire Thomas F. Quinn as Counsel
----------------------------------------------------------------
Cheyenne Hotel Investments, LLC, obtained approval from the U.S.
Bankruptcy Court for the District of Colorado to employ Thomas F.
Quinn, P.C., to provide legal services, nunc pro tunc June 30,
2011.

As counsel, the Firm will:

   (a) assist the Debtor in the preparation and filing of
       required statements, schedules and other documents and
       pleadings required or permitted under the Bankruptcy Code
       and Rules;

   (b) advise the Debtor regarding its rights and obligations as
       a Debtor and as a Debtor-in-Possession;

   (c) represent the Debtor in hearings, meetings, conferences,
       and trials of contested matters and adversary proceedings
       brought by or against the Debtor;

   (d) advise the Debtor regarding the formulation of a plan of
       reorganization, and in obtaining confirmation of a plan;
       and

   (e) advise and represent the Debtor as its attorney in
       business negotiations and disputes as may arise in
       connection with the operations of the assets of the
       bankruptcy estate.

The Court held that no payment of legal fees may be made to the
Firm until and unless payment of the fees has been approved by the
Court.

                      About Cheyenne Hotel

Cheyenne Hotel Investments, LLC, owns a property consisting of a
104 room hotel located in Colorado Springs, and known as Homewood
Suites by Hilton.  The company filed for Chapter 11 bankruptcy
protection (Bankr. D. Colo. Case No. 11-25379) on June 28, 2011.
The Debtor disclosed assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.


CLARENDON HOLDINGS: Court Pegs Gateway Bank Collateral at $475T
---------------------------------------------------------------
Clarendon Holdings, LLC, seeks valuation of collateral consisting
of real property owned by the debtor and secured by a deed of
trust in favor of Gateway Bank & Trust Company.  The  debtor said
it anticipated filing a plan of reorganization providing for the
surrender of the Property to Gateway in full satisfaction of
Gateway's secured claim pursuant to 11 U.S.C. Sec.
1129(b)(2)(A)(iii).

Gateway has filed a proof of claim for $487,229.  The debtor did
not file an objection to the proof of claim.

After a hearing on Aug. 10, 2011, Gateway filed a supplemental
memorandum of law in which it set out the bases on which, it
believes, the property should be valued with reference to its
liquidation value.  The debtor responded with a supplemental
memorandum in support of applying a fair market value analysis.

Gateway then filed a reply in which it suggested that these issues
could not be efficiently resolved until after the debtor had
specified its intended treatment of the claim in a filed plan.

Shortly thereafter, the debtor did file its chapter 11 plan. In
it, the debtor proposes to surrender the Property in full
satisfaction of its secured debt, to obtain a credit equal to the
market value of the Property, and to treat any deficiency between
the current market value of the Property and Gateway's claim as a
general unsecured claim.

At the hearing the debtor offered the testimony of Chris Johnson,
a North Carolina commercial real estate appraiser. Using the sales
comparison method and assuming a 12-18 month exposure period, he
opined that the fair market value of the Property as of July 27,
2011, was $445,000.  Mr. Johnson testified that he has witnessed
rapid appreciation of values in the last ten years in the central
business district in which the Property is located.

Gateway offered the testimony of Earl M. Worsley, also an
appraiser in North Carolina, who estimated the market value of the
Property at $475,000 and its liquidation value at $335,000 as of
March 24, 2011.  Like Mr. Johnson, Mr. Worsley employed the sales
comparison method of valuation to derive the market value of the
Property, based upon a one- to two-year exposure. He then derived
the liquidation value of the Property by discounting the market
value by 30%. Mr. Worsley testified that he was instructed by
Gateway to use a 90-day exposure time for determining liquidation
value.  According to Mr. Worsley's testimony, property values
should stabilize in the central business district, but prices have
declined in the past several years "due to current economic
conditions, as well as an oversupply of product currently on the
market."

Inasmuch as Gateway's expert witness' opinion of market value
exceeds that of the debtor's expert by $30,000, the dispute over
valuation turns on whether it is appropriate for the court to use
market value or liquidation value in deciding the debtor's motion.

In an Oct. 19, 2011 Order, a copy of which is available at
http://is.gd/zl3S8nfrom Leagle.com, Bankruptcy Judge Stephani W.
Humrickhouse held that the value of the Property the debtor
proposes to surrender to Gateway in full satisfaction of Gateway's
secured claim is $475,000, which is the fair market value as
determined by Gateway's expert.  The remaining amount of Gateway's
claim will be dealt with in the debtor's plan as an unsecured
claim.

                     About Clarendon Holdings

Wilmington, North Carolina-based Clarendon Holdings, LLC -- aka
FST LLC, Pentagon Holdings LLC, and Mulberry Holdings, LLC --
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-02479) on
March 31, 2011.  Clarendon owns real property located at 230 North
Second Street, Wilmington, North Carolina.  Judge Stephani W.
Humrickhouse presides over the case.  George M. Oliver, Esq. --
efile@oliverandfriesen.com -- at Oliver & Friesen, PLLC, serves as
the Debtor's counsel. In its petition, the Debtor estimated $1
million to $10 million in assets and debts.  The petition was
signed by Todd J. Toconis, member/manager.

Affiliate Bannerman Holdings, LLC, filed for Chapter 11 (Bankr.
E.D.N.C. Case No. 10-01053) on Feb. 12, 2010.


CLEAR CREEK: Wins Court Nod to Hire Allen Matkins as Counsel
------------------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorized Clear Creek Ranch II, LLC, and Clear
Creek at Tahoe, LLC, to employ Allen Matkins Leck Gamble Mallory &
Natsis LLP as their general reorganization counsel, effective as
of July 18, 2011.

As the Debtors' counsel, Allen Matkins will:

     * Advise the Debtors generally regarding matters of
       bankruptcy law;

     * Advise the Debtors generally in the management of their
       businesses;

     * Represent the Debtors in adversary proceedings, contested
       matters, and administrative hearings, and in any actions
       where the rights of the Debtors or their estates may be
       litigated or affected;

     * Advise the Debtors concerning the rights and remedies of
       their estates, including matters relating to their assets
       with to the claims of creditors;

     * Conduct examinations of witnesses, claimants, or adverse
       parties as the cases may require;

     * Prepare and assist in the preparation of reports,
       accounts, applications, motions, and orders;

     * Represent the Debtors in negotiations with creditors,
       members, affiliated entities, governmental entities, and
       other parties-in-interest;

     * Assist the Debtors in the formulation, preparation, and
       confirmation of their plan of reorganization; and

     * Advise the Debtors regarding the numerous other legal
       questions and problems, which may arise in a Chapter 11
       case.

The Court further authorized Allen Matkins to obtain monthly
compensation of its fees and costs.

                  About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

Clear Creek Ranch II and Clear Creek at Tahoe filed separate
Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos. 11-52302
and 11-52303) on July 18, 2011.  Judge Bruce T. Beesley presides
over the cases.

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.


COMMUNITY TOWER: Wants to Appoint John Feece as President
---------------------------------------------------------
Community Towers I LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of California for
permission to appoint John Feece as president to be responsible
for the duties and obligations of the Debtors.

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N. D. Calif. Lead Case Case
No. 11-58944) on Sept. 26, 2011, in San Jose, California.  John
Walshe Murray, Esq., at the Law Offices of Murray and Murray, in
Cupertino, California, serves as counsel to the Debtor.  Community
Towers I LLC estimated up to $50 million in both assets and debts.


CROWN REAL: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Crown Real Estate filed with the Bankruptcy Court for the Central
District of California its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,000,000
  B. Personal Property              $223,450
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,843,005
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $385,909
                                 -----------      -----------
        TOTAL                     $8,223,450      $11,228,914

                    About Crown Real Estate

Crown Real Estate filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Calif. Case No. 11-20309) on Aug. 29, 2011.  Superior
Property of 10621 Sepulveda, an affiliate of Crown Real Estate,
also filed a separate Chapter 11 petition (Case No. 11-20305) on
Aug. 29, 2011.  Ervin Cohen & Jessup LLP acts as the Debtors legal
counsel.


CYBEX INTERNATIONAL: Incurs $278,000 Third Quarter Net Loss
-----------------------------------------------------------
Cybex International, Inc., reported a net loss of $278,000 on
$33.47 million of net sales for the three months ended Sept. 24,
2011, compared with a net loss of $15,000 on $29.23 million of net
sales for the three months ended Sept. 25, 2010.

The Company also reported a net loss of $454,000 on $97.05 million
of net sales for the nine months ended Sept. 24, 2011, compared
with a net loss of $1.12 million on $83.02 million of net sales
for the nine months ended Sept. 25, 2010.

The Company's balance sheet at Sept. 24, 2011, showed
$87.79 million in total assets, $103.04 million in total
liabilities, and a $15.25 million stockholders' deficit.

Cybex Chairman and CEO John Aglialoro stated, "Our most recent
quarter is the fourth consecutive quarter of year-over-year sales
growth.  The sales increases are driven by both North America and
International sales and across most product lines."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/phfn0v

                     About Cybex International

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

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

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

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


DALLAS STARS: Have Cash-Use Authority to Finish Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Dallas Stars of the National Hockey League have
final approval to use cash thanks to an agreement requiring
implementation of a Chapter 11 plan and sale of the team by the
year's end.  A U.S. bankruptcy judge in Delaware signed the cash
order on Oct. 17. Four days after the Chapter 11 filing on Sept.
15, the team won interim authority to use cash representing
collateral for secured lenders' claims.

According to the report, the team is currently on schedule to exit
bankruptcy a month ahead of the deadline in this week's cash-
collateral order.  The combined hearing to approve a sale of the
team and confirm the prepackaged reorganization plan is on the
court's calendar for Nov. 23.

Mr. Rochelle notes that before bankruptcy, the team sought
creditors' acceptance of the plan and signed Vancouver businessman
Tom Gaglardi to a contract to purchase the hockey club.  Other
bids are due initially by Oct. 22.  An auction is set for Nov. 21.
The contract calls for Gaglardi to pay off the $51.4 million loan
from the NHL and give a $100 million term loan payable to holders
of the $250.9 million in first-lien debt.

The reorganization plan provides for holders of $146.2 million in
second-lien debt to share $500,000 in cash.  Before the bankruptcy
filing, the plan was accepted by all holders of the first-lien
debt and holders of about 90% of the second-lien obligation.

                        About Dallas Stars

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

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

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

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

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

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

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

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

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


DANA HOLDING: Moody's Raises Corporate Family Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service raised the ratings of Dana Holding
Corporation (Dana) -- Corporate Family and Probability of Default
Ratings to Ba3 from B1. In a related action, Moody's raised the
ratings on the company's senior secured asset based revolving
credit facility to Baa3 from Ba1, and the senior unsecured notes
to B2 from B3. The Speculative Grade Liquidity Rating was affirmed
at SGL-2. The rating outlook is stable.

Ratings raised:

Probability of Default Rating, to Ba3 from B1;

Corporate Family Rating, to Ba3 from B1;

$500 million senior secured asset based revolving credit facility,
to Baa3 (LGD1, 5%) from Ba1 (LGD1, 8%);

$400MM 6.5% senior unsecured notes due 2019, to B2 (LGD5 88%) from
B3 (LGD5 88%);

$350MM 6.75% senior unsecured notes due 2021, B2 (LGD5 88%) from
B3 (LGD5 88%);

Ratings affirmed:

Speculative Grade Liquidity rating at SGL-2.

RATING RATIONALE

Dana's Ba3 Corporate Family Rating reflects the company's ability
to sustain strong EBIT/interest coverage, averaging 2.6x over the
first half of 2011. The rating also anticipates that Dana's
product leadership in driveline, thermal and sealing products for
the commercial vehicle, off highway and passenger vehicle markets
should enable the company to demonstrate continued favorable
earnings and cash flow trends, even as macro economic pressures
weigh on certain end markets. Dana's broad geographic presence and
participation on numerous individual platforms of a variety of
OEM's represent important competitive strengths. In combination
with a moderately levered capital structure, and an improved cost
structure achieved through restructuring actions taken in 2009,
Dana's financial metrics are now at levels consistent with the
higher rating, and should show continued improvement into 2012.

Dana's EBIT margin has continued to improve as a result of volume
growth in its automotive and commercial vehicle end markets. After
adjusting for the amortization of intangibles, Dana's EBITA is
expect to be sustained in the Ba range under Moody's automotive
parts methodology, at over 6% (inclusive of Moody's standard
adjustments) and should support positive free cash flow generation
over the intermediate-term.

Dana's business profile is positioned to support positive revenue
trends as about 45% of the company's exposure is to North America
where both the automotive and commercial vehicle market are
expected to continue to experience modest growth. U.S. retail
demand is expected to increase to about 12.5 million units in 2011
or about 8% above 2010 levels and further grow in 2012. However,
the company's European off-highway business (about 18% of
revenues) is expected to be challenged by weaker business
conditions and regional government austerity measures. Dana
continues to have a high customer concentration with Ford (about
15% for year to date June 2011 revenues). However, the operational
and financial profile of Ford has continued to improve since the
industry downturn of 2009. Dana's expansion in South America and
Asia also is expected to support the company's business growth
over the intermediate-term.

The stable rating outlook reflects Moody's expectation that
improvements in Dana's operating performance, supported by a good
liquidity profile, should largely be sustained in the event of
stagnating regional economic conditions.

Dana's Speculative Grade Liquidity Rating of SGL-2 is supported by
strong cash balances and Moody's expectation of continued positive
free cash flow generation. The company's positive free cash flow
generation over the near-term is expected to cover incremental
capital expenditures to support new business growth and the risk
of increasing raw material cost pressures. As of June 30, 2011,
Dana maintained cash balances of $718 million along with $58
million of marketable securities with about $102 million of these
amounts considered restricted. Also supporting liquidity is a $500
million ABL revolving credit facility maturing in 2016. As of June
30, 2011, the facility was undrawn with $85 million of letters of
credit outstanding, resulting in $347 million of availability
after considering borrowing base limitations. Dana also maintained
a European receivables loan facility of Euro 75 million ($109 at
June 30, 2011), maturing in 2016, which had availability of $99
million, based on available assets.

Factors that could lead to a higher outlook or ratings include
sustained revenue growth leading to improved operating
performance, generating EBIT/interest coverage consistently over
3.5 times, and consistent positive free cash flow generation,
while maintaining a good liquidity profile.

Future events that have potential to drive Dana's outlook or
ratings lower include the inability to win new contracts,
production volume declines at the company's OEM customers, and
material increases in raw materials costs that cannot be passed on
to customers or mitigated by restructuring efforts resulting in
EBIT/interest coverage approaching 2.0 times. Other developments
that could lead to a lower outlook or ratings include
deteriorating leverage or liquidity.

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

Dana, headquartered in Maumee, Ohio, is a world leader in the
supply of axles, driveshafts, sealing, thermal management
products, as well as genuine service parts. The customer base
includes virtually every major vehicle in the global automotive,
commercial vehicle, and off-highway markets. The company employs
approximately 21,000 people in 26 countries. Revenues in 2010 were
$6.8 billion.


DAVID RUGGERIO: Puts Restaurants in Chapter 11 Bankruptcy
---------------------------------------------------------
Amanda Kludt at eater.com reports that David Ruggerio filed for
Chapter 11 bankruptcy protection for two of his restaurants
Bomboloni and Jalapeno.  His restaurant Sushi a Go-Go closed in
September due to non-payment of taxes.  Mr. Ruggerio's other
restaurant is Lansky's Old World Deli, which may come out
unscathed, the report says.


DELTA AIR: Named to Dow Jones Sustainability Index
--------------------------------------------------
Delta Air Lines said last month it has been added to the Dow Jones
Sustainability Index for North America and is among four global
airlines listed as "Sustainability Leaders" in the annual survey.
The recognition underscores Delta's ongoing commitment to
corporate responsibility across its global network.

Delta is among 143 companies named to the North American index by
the Dow Jones Indexes and global sustainable investing firm SAM,
which together annually review 2,500 companies to create the
sustainability indexes.  Companies named meet high standards for
economic, corporate and social responsibility efforts.

"Being named to the North American index underscores Delta's
commitment to sustainable practices," said Ken Hylander, senior
vice president - Corporate Safety, Security and Compliance.  "Our
people make the difference in taking steps to reduce our
environmental impact while increasing the volunteer and
charitable work we do in the cities where we fly and our
employees live."

The index is a key resource for investors seeking opportunities to
support socially responsible companies and industries.

Delta joins SkyTeam alliance partners Air France-KLM, which have
been included in the DJSI since 2004 and have been frequently
recognized for global sustainability practices.  Delta and Air
France-KLM are also listed as Sustainability Leaders in the
airline sector along with All Nippon Airways and Qantas Airways.

The annual review of the index analyzes corporate economic,
environmental and social performance, assessing issues such as
corporate governance, risk management, branding, climate change
mitigation, supply chain standards and labor practices.  It
follows a best-in-class approach and includes input from
sustainability leaders from each industry on a global and
regional level respectively.

Some of Delta's achievements in these areas include:

    * Producing some of the strongest earnings in the company's
      history in 2010 through strong revenue generation and
      aggressive cost containment,

    * Reducing its carbon dioxide emissions by 20 percent from
      2005 to 2010, and

    * Contributing millions of dollars through corporate
      donations and employee contributions to a host of civic
      causes, including the American Red Cross, the Breast
      Cancer Research Foundation and Habitat for Humanity.

For more information on the Dow Jones Sustainability Indexes and
the changes resulting from this year's review please visit
http://www.sustainability-indexes.com

To read Delta's most recent Corporate Responsibility Report,
please visit http://www.delta.com/responsibility

                      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.


DELPHI CORP: Seeks Final Decree Closing 5 Cases
-----------------------------------------------
Pursuant to Section 350 of the Bankruptcy Code and Rule 3022 of
the Federal Rules of Bankruptcy Procedure, DPH Holdings Corp.
asks Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York to enter a final decree and order
closing the Chapter 11 cases of five of its debtor affiliates:

Closing Debtor                                    Case No.
--------------                                    --------
Delphi Medical Systems Corporation                05-44529
Specialty Electronics International Ltd.          05-44536
Specialty Electronics, Inc.                       05-44539
Delphi Connection Systems                         05-44624
Delphi Automotive Systems Human Resources LLC     05-44639

The Reorganized Debtors have completed the process of reconciling
all claims and have fully consummated the First Amended Joint
Plan of Reorganization with respect to the Closing Debtors.

Section 350 provides that "[a]fter an estate is fully
administered and the court has discharged the trustee, the court
shall close the case."

Cynthia J. Haffey, Esq., at Butzel Long, in Detroit, Michigan,
asserts that entry of a final decree as to the Closing Debtors is
appropriate.  All factors set forth in the Advisory Committee's
Note to Bankruptcy Rule 3022, she insists, have been satisfied
with respect to each of the Closing Debtors' reorganization
cases, namely:

  (a) The Modified Plan was approved on July 30, 2009 pursuant
      to a final order of the Court;

  (b) There are no deposits that need to be distributed with
      respect to the Closing Debtors;

  (c) The property proposed to be transferred pursuant to the
      Modified Plan has been transferred with respect to each of
      the Closing Debtors;

  (d) DPH Holdings is managing the assets of the Reorganized
      Debtors in accordance with the Modified Plan;

  (e) DPH Holdings has commenced distributions under the
      Modified Plan and will make the distributions on account
      of Allowed Claims set forth in the Modified Plan; and

  (f) All motions, contested matters, and adversary proceedings
      will be finally resolved with respect to each Closing
      Debtor prior to entry of a final decree and order closing
      the Closing Debtors' Chapter 11 cases.

Essentially, each of the cases of the Closing Debtors has reached
the point of "substantial consummation" as defined under Section
1101(2) of the Bankruptcy Code, Ms. Haffey avers.

The Chapter 11 cases of DPH Holdings and certain other
Reorganized Debtors will remain open to complete the
administration and implementation of the Modified Plan until a
final decree is entered in those cases.  Thus, closing of the
Closing Debtors' cases will not impact the continued
implementation of the Modified Plan, Ms. Haffey assures the
Court.  Moreover, closing the Chapter 11 cases of the Closing
Debtors will result in cost savings for the Reorganized Debtors,
as they will no longer need to pay ongoing quarterly fees for the
Closing Debtors, she asserts.

The Reorganized Debtors also ask the Court to retain jurisdiction
to enforce or interpret its own orders pertaining to the Closing
Debtors, including, but not limited to, the July 30, 2009
confirmation order to the Modified Plan and any final decree with
respect to the Closing Debtors.

Judge Drain is set to consider the Reorganized Debtors' request
on October 24, 2011.  Parties-in-interest have until October 17
to file any objections.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000


DELPHI CORP: Reaches Settlement With EPA
----------------------------------------
DPH Holdings Corp. and its affiliates seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
enter into a settlement agreement resolving the United States
Environmental Protection Agency's Claim No. 14309.

The Settlement Agreement is part of a proposed global settlement
among Delphi Automotive LLP, General Motors Company, the
Reorganized Debtors, and the U.S. Government, on behalf of the
EPA, to resolve the claims pending in the U.S. District Court for
the Southern District of New York in the action styled Delphi
Corporation, et al. v. United States of America.   The Delphi
FICA Case seeks a refund of approximately $26 million for alleged
overpayment of employment taxes on lump-sum payments made to
unionized employees on the effective dates of new collective-
bargaining agreements in 1998 and 2003. The proposed global
settlement of the Delphi FICA Case is under review by the United
States Department of Justice and will not be effective until a
formal settlement offer is accepted by the Office of the
Associate Attorney General.

As a part of the proposed global settlement, the Delphi
Settlement Agreement contains these salient terms:

  (1) Claim No. 14039 will be allowed as a prepetition claim for
      $857,582 against DPH-DAS LLC, in full and final
      satisfaction of the Claim.  The U.S. Government will apply
      the allowed amount of the Claim as a setoff against the
      refund owed to the Reorganized Debtors in connection with
      the settlement of the Delphi FICA Case.  Consummation of
      the setoff in the Delphi Settlement Agreement constitute
      the EPA's distribution under the Plan of Reorganization
      with respect to the Claim.

  (2) The EPA and the U.S. Government on behalf of EPA agree
      not to file a civil action or to take any administrative
      or other civil action against the Debtors or Reorganized
      Debtors pursuant to Sections 106 and 107 of Comprehensive
      Environmental Response, Compensation, and Liability Act or
      Section 7003 of the Resource Conservation and Recovery Act
      with respect to the sites identified in the Federal
      Register publication giving notice of the settlement.

      In turn, the Debtors and Reorganized Debtors covenant not
      to sue and agree not to assert or pursue any claims or
      causes of action against the U.S. Government and all of
      its agencies, departments, and instrumentalities with
      respect to the sites identified in the Federal Register
      publication giving notice of this settlement.  With
      respect to all agencies, departments and instrumentalities
      of the U.S. Government other than the EPA, the covenant
      not to sue will not bar the Debtors and Reorganized
      Debtors from asserting any counterclaims against an
      agency, department or instrumentality that brings a claim
      or cause of action against the Debtors or Reorganized
      Debtors with respect to the sites identified in the
      Federal Register publication giving notice of the
      settlement but only to the extent that the counterclaim
      arises from the same response action, response costs, or
      damages sought by the agency, department, or
      instrumentality.

  (3) The Debtors and Reorganized Debtors recognize that the EPA
      will allocate the money contemplated by the Delphi
      Settlement Agreement and to be received pursuant to the
      Delphi Settlement Agreement to specific Superfund sites
      and that the allocation is in the sole discretion of the
      EPA.  The EPA's decision as to allocation will be set
      forth in the Federal Register publication giving notice
      of the settlement. The U.S. Government on behalf of the
      EPA, the Debtors, and the Reorganized Debtors agree that
      the covenant not to sue in the settlement will apply
      solely to the sites identified in the Federal Register
      publication giving notice of this settlement.  The Debtors
      and Reorganized Debtors further agree that they will not
      challenge in any manner the EPA's allocation or claim any
      credit in any manner for any site that is not set forth in
      the Federal Register publication giving notice of the
      settlement.

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

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

Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Chicago, Illinois, relates that although the Reorganized
Debtors do not believe they have liability with respect to the
Environmental Claim, the benefits of the contribution protection
and covenant not to sue granted pursuant to the Settlement
Agreement, together with general litigation risk, weigh in favor
of granting the EPA an allowed prepetition claim.  More
importantly, the Reorganized Debtors believe that the terms of
the Delphi Settlement Agreement are fair, reasonable, and in the
public interest, he says.

The U.S. Government will publish a notice of the proposed
settlement in the Federal Register, and the public comment period
will expire 14 days after the publication.  Upon conclusion of
the comment period, the U.S. Government will file with the
Bankruptcy Court any comments received, as well as the United
States' responses to the comments, and, if appropriate, will file
a pleading in support of the relief sought in this motion.

Until filing its pleading in support of the Reorganized Debtors'
Motion, the U.S. Government reserves the right to withdraw or
withhold its consent if the comments regarding the Settlement
Agreement disclose facts or considerations which indicate that
the Delphi Settlement Agreement is not in the public interest.
Should the U.S. Government exercise its right to withdraw from
the Settlement Agreement, the Reorganized Debtors will withdraw
the motion.

The Court will consider the Reorganized Debtors' request on
October 24, 2011.  Objections are due no later than October 17.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000


DELPHI CORP: Hearing on Injunction vs. Oldco Trustee Adjourned
--------------------------------------------------------------
Judge Robert Drain adjourned the hearing to consider the Delphi
Reorganized Debtors' request to permanently enjoin the trustee
for The Oldco M Distribution Trust, formerly known as Metaldyne
Corporation, from pursuing an adversary proceeding from Sept. 22,
2011 to Oct. 24, 2011.  The deadline to object to the Delphi
Reorganized Debtors' Motion is extended to Oct. 17.

The adjournment is in light of the request of the Executive
Sounding Board Associates Inc., in its capacity as trustee of the
Oldco M Distribution Trust.

In a Sept. 13, 2011 letter to the Court, Tina N. Moss, Esq., at
Pryor Cashman LLP, in New York -- tmoss@pryorcashman.com --
reasoned that the Enforcement Motion raises complex substantive
issues regarding the rights of the Metaldyne and Delphi Debtors
under the Bankruptcy Code which the Oldco Trustee must carefully
review and consider.

Ms. Moss related that the Reorganized Debtors and the Oldco
Trustee are engaged in discussions concerning a potential
resolution of the adversary proceeding, but no resolution has yet
been reached.  In addition, the Oldco Trustee is prosecuting
another adversary proceeding against a defendant who is a debtor,
she disclosed.  Thus, the Bankruptcy Court's resolution of the
Enforcement Motion may affect those other proceedings, she
stated.  The Delphi Reorganized Debtors also filed certain proofs
of claim in the Metaldyne Bankruptcy that raise additional issues
which the Oldco Trustee is researching and considering in
connection with the Enforcement Motion and any potential
resolution of it, she added.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000


DELPHI CORP: PBGC Head Angled for Slice of Pension Pie
------------------------------------------------------
Before becoming director of the Pension Benefit Guaranty
Corporation, Joshua Gotbaum angled "for a slice of the pension
pie" at Delphi Corp., Matthew Boyle of The Daily Caller reported.

The Daily Caller uncovered a July 9, 2009 e-mail sent by Mr.
Gotbaum, who then worked as "operating director" at Blue Wolf
Capital, to former Auto Task Force senior adviser Ron Bloom
regarding who he should contact in the U.S. Department of the
Treasury when trying to buy Delphi's assets.  "Know you folks are
busy, but hope you and/or another non-conflicted person will
agree to hear proposals for Delphi from the lenders, who are
potential acquirors as well as holders of the traditional DIP
lender rights," the July 2009 e-mail read, according to The Daily
Caller.

The Daily Caller said Blue Wolf Capital highlighted in its Web
site its ability to "work with complex organizational
restructuring;" "understand complex government regulations;" and
"work with unions."  Notably, when President Obama nominated Mr.
Gotbaum to head the PBGC, he touted his work at Blue Wolf, the
Daily Caller pointed out.

"While it was unclear at that time what, if any, role Gotbaum had
in the bailout and the subsequent pension-restructuring programs,
the new e-mail makes it clear that Gotbaum made an attempt to
gain control of the pensions the PBGC now handles - with the goal
of turning a profit," The Daily Caller wrote.

The Daily Caller also cited previous emails it obtained that
showed that the Obama administration officials, including Harry
Wilson and Matthew Feldman, advisers of the Auto Task Force, were
were intricately involved in picking which groups kept their
pensions, and whose were cut severely.

According to The Daily Caller, the Treasury Department advised
General Motors Corporation on how to cut pensions back for Delphi
salaried retirees.  In contrast, the United Auto Workers-
represented workers get to keep their pensions and felt t
significantly smaller losses compared to their non-unionized
salaried counterparts, The Daily Caller said.

U.S. Representative Mike Turner told the Daily Caller, "The
administration, obviously, needs to provide both to Congress and
to Delphi retirees who filed suit."  "They're elected officials
and they're responsible to the people here, but they're acting
like they're responsible to no one.  As the Congressional
committees have asked for documents, they've denied them or been
slow to provide them and when we've asked questions of Bloom,
[investment firm] Neuberger [Berman] and [Treasury Secretary Tim]
Geithner, they've refused to answer them."

In a September 28, 2011 letter, a group of U.S. Representatives
led by Rep. Steve Austria wrote to the Treasury Department
Secretary Timothy Geithner, seeking a timely response to queries
relating to the unfair treatment toward the Delphi salaried
retirees' pensions, on or before October 31, 2011.  The
Representatives ask, among other things, if the Treasury
Department has any plans to rectify the unequal treatment of the
salaried retirees' pensions and what legal authority does the
Congress need to delegate to the Treasury Department in order to
enact a remedy proposed.

Rep. Mike Turner also sent a letter on Sept. 14, 2011, to
Secretary Geithner, seeking answers to questions ignored by Mr.
Bloom at the June 22, 2011 Congressional hearing.  Mr. Bloom
stepped down from his post as assistant to the President for
Manufacturing Policy, effective September 1, 2011.  In this
light, Mr. Turner expects that the Treasury Department will still
respond to pension-related questions.

                  Congress Approves Temporary
                     Reinstatement of HCTC

The trustees of the DSRA Benefit Trust disclosed that both Houses
of the U.S. Congress have approved a temporary reinstatement of
the Health Coverage Tax Credit (HCTC) for Qualified Family
Members and have increased the HCTC subsidy for all eligible
recipients from the current 65% to 72.5%, according to an
October 13, 2011 announcement posted in the DSRA's Web site.
Both enhancements are retroactive to February 13, 2011 when the
provisions of the American Recovery and Reinvestment Act (ARRA)
of 2009 expired.  The legislation will soon be presented to
President Obama for his much anticipated signature.

The QFM subsidy will end on 12-31-2013 and the HCTC subsidy for
eligible retirees will revert back to 65% and continue until the
end of 2014.  At the end of 2014, the HCTC program will
terminate.

This means that Delphi retirees receiving their pensions from the
PBGC aged 55-64 and the spouses of retirees who are both
Medicare-eligible and under age 67 will continue to receive the
HCTC subsidy until the end of 2013.  In 2014, the subsidy will
remain only for retirees under 65 and their families at the 65%
level.

"Although we are disappointed that the HCTC program will end, it
does provide at least another 2 years of subsidies and time for
retirees to prepare for life after the HCTC," the DSRA Benefit
Trustees said.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000


DESERT OASIS: Obtains Court Okay to Tap FamCo as Expert Witness
---------------------------------------------------------------
Judge Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada gave his stamp of approval to the application
filed by Desert Oasis Apartments, LLC to employ FamCo Advisory
Services as an expert witness pursuant to Sections 327(a), 328(a),
and 1107 of the Bankruptcy Code, and Rule 2014 of the Federal
Rules of Bankruptcy Procedure, nunc pro tunc to July 11, 2011.

As reported in the August 15, 2011 issue of the Troubled Company
Reporter, FamCo Advisory will provide these services for an
initial sum of $15,000, which will be advanced to FamCo as a
retainer upon approval of the employment application:

     * Reading material as delivered by the Debtor to FamCo,
       performing research or surveys as to current market
       conditions, and forming an opinion as to the appropriate
       rate of interest for Desert Oasis Apartments, LLC's Plan
       of Reorganization, dated June 24, 2011;

     * Writing a report for the Court regarding 1129 issues,
       including an "appropriate rate of interest" for the Plan's
       cramdown;

     * Traveling to Las Vegas for the purpose of having a
       deposition taken that will not exceed the course of a
       single day; and

     * Traveling to Las Vegas and giving testimony in federal
       court at the Plan confirmation hearing for the Debtor.

                  About Desert Oasis Apartments

Desert Oasis Apartments LLC owns a garden-style apartment complex
situated across the boulevard from the Mandalay Bay Resort.  The
apartment complex is valued at least $6,500,000.

Secured creditor Wells Fargo set a trustee's sale on the apartment
complex for May 11, 2011, but Desert Oasis sought bankruptcy
protection (Bankr. D. Nev. Case No. 11-17208) the day before the
sale.  Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law
Firm, serves as the Debtor's bankruptcy counsel.  The Company
disclosed $18,067,242 in assets and $20,291,316 in liabilities as
of the Chapter 11 filing.

No trustee or creditors committee have been appointed in the case.


DISSOLUTION PROPERTIES: Case Summary & 6 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Dissolution Properties LLC
        1427 Grant Avenue
        P.O. Box 330220
        San Francisco, CA 94133

Bankruptcy Case No.: 11-33764

Chapter 11 Petition Date: October 18, 2011

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Joel K. Belway, Esq.
                  LAW OFFICES OF JOEL K. BELWAY
                  235 Montgomery St. #668
                  San Francisco, CA 94104
                  Tel: (415) 788-1702
                  E-mail: belwaypc@pacbell.net

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-33764.pdf

The petition was signed by WB Coyle, manager.


DIVERSEY HOLDINGS: Moody's Withdraws 'B2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the B2 Corporate Family
Rating, B2 Probability of Default Rating and pre-acquisition debt
ratings of Diversey Holdings, Inc. (Diversey) and its
subsidiaries. Sealed Air Corporation (Ba3, Stable) acquired
Diversey on October 3, 2011 and has not provided an unconditional
and irrevocable guarantee of Diversey's pre-acquisition debt.
Moody's understands that separate public financial statements
and/or audited statements for Diversey will no longer be provided
and consequently Moody's will not have sufficient financial
information to maintain ratings on these debt instruments. Sealed
Air elected to exercise its covenant defeasance option with
respect to the notes due 2019 and 2020 and has publicly stated
that it intends to redeem all of Diversey's pre-acquisition debt
in the near term.

The following ratings were withdrawn:

Secured revolver due 2014, Ba2 (LGD 2, 21%)

Secured term loan due 2015, Ba2 (LGD 2, 21%)

Senior unsecured notes due 2019, B3 (LGD 5, 72%)

Senior unsecured holdco notes due 2020, Caa1 (LGD 6, 94%)

Corporate Family Rating, B2

Probability of Default Rating, B2

SGL-2 speculative grade liquidity rating

RATINGS RATIONALE

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

The methodologies used in this rating were the Global
Manufacturing Rating Methodology, published December 2010. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.


DLH MASTER: Hires Clouse Dunn as Labor & Employment Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
authorized DLH Master Land Holding LLC to employ Clouse Dunn LLP
as special counsel effective as of June 17, 2011.

The firm's rates are:

   Personnel                    Rates
   ---------                    -----
   Partners                 $345 to $445
   Associates                   $285
   Law Clerks/Paralegals    $140 to $180

The firm can be reached at:

         CLOUSE DUNN LLP
         1201 Elm Street
         Suite 5200
         Dallas, Texas 75270 - 2142
         Tel: 214-220-3888
         Fax: 214-220-3833

                        About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-
30562) on Jan. 25, 2010.  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  The Company disclosed
$220,325,201 in assets and $160,622,236 in liabilities as of the
Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Texas Case No. 10-33211) on May 3, 2010.  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor.  The Company
disclosed $76,158,469 in assets and $53,728,982 in liabilities as
of the petition date.

The Debtors' proposed Reorganization Plan contemplates that the
Debtors will obtain sufficient exit financing from sales and loans
from insiders to enable them to pay all Administrative and non-tax
Priority Claims in full on the effective date.

No trustee or examiner has been appointed in any of the cases
administratively consolidated with those of the Debtors.

An Official Committee of Unsecured Creditors has been appointed.


DPAC TECHNOLOGIES: Completes Asset Sale to Q-Tech for $10.5MM
-------------------------------------------------------------
QT Sale Corp., formerly known as "Quatech, Inc.", a wholly owned
subsidiary of the registrant, DT Sale Corp., formerly known as
"DPAC Technologies Corp.", closed the sale of substantially all of
the assets of QTSC to Q-Tech Acquisition, LLC.  The sale of the
assets was made pursuant to the Asset Purchase Agreement among
DTSC, QTSC, Buyer and B&B Electronics Manufacturing Company.  The
assets sold by QTSC on the Closing Date to the Buyer generally
consisted of all of the assets of QTSC, such as cash, contracts
and purchase orders, rights under leases, equipment, fixtures,
computer hardware and software, materials and inventory, accounts
receivable and intellectual property.

The Asset Purchase Agreement provided for a base purchase price
for the assets of $10.5 million in cash, which is subject to
increase or decrease based on a working capital adjustment, based
on a target working capital amount of $710,000 at the closing, to
the extent that the working capital at closing was at least
$70,000 more or less than the working capital target.  For
purposes of the closing, the working capital was estimated to be
approximately $370,603, resulting in a purchase price paid on the
Closing Date by the Buyer of $10,229,530.  $630,603 of that amount
was deposited with an escrow agent and will be available to the
Buyer and B&B for any further downward adjustment to the purchase
price resulting from the closing working capital amount, as
ultimately determined pursuant to the post-closing process set
forth in the Asset Purchase Agreement, and to satisfy DTSC's and
QTSC's indemnification obligations under the Asset Purchase
Agreement.

The Plan of Complete Liquidation and Dissolution approved on
July 27, 2011, by the DTSC Board of Directors and a majority of
the shareholders of DTSC on Aug. 3, 2011, became effective upon
the closing under the Asset Purchase Agreement.  Related to the
Plan of Dissolution, the Allocation Agreement dated Aug. 3, 2011,
among DTSC and QTSC, as well as Development Capital Ventures,
L.P., the majority shareholder of DTSC, and members of the DTSC
Board of Directors who are shareholders of DTSC, as well as Canal
Mezzanine Partners, L.P., and The Hillstreet Fund, L.P., and
certain members of management who hold shares of common stock also
became effective at the closing under the Asset Purchase
Agreement.  The Plan of Dissolution and the Allocation Agreement
contemplate, following the closing of the Asset Purchase
Agreement, a distribution to each holder of common stock (i) who
is not as of, and has not been within 90 days prior to, the record
date established with respect to those distributions, an officer
or director or employee of DTSC or QTSC or (ii) who is not a party
to the Allocation Agreement of $0.05 per share, prior to any
distribution of cash to any other shareholder of DTSC and certain
other payments to the parties to the Allocation Agreement.

Pursuant to the Plan of Dissolution, DTSC has begun the
liquidation and winding up of DTSC, which will be completely
dissolved at a date to be determined by the DTSC Board of
Directors.  In connection with the dissolution, and, subject to
paying or providing for the payment of all debts and liabilities
and expenses, DTSC intends to make liquidating distributions to
the Nonaffiliated Shareholders as of a record date that will
determined by the DTSC Board of Directors equal to $0.05 per share
of common stock held thereby.  The DTSC Board of Directors intends
to establish that record date, and make those distributions to the
Nonaffiliated Shareholders, as soon as is practicable after the
date of this report, and will file a subsequent Current Report on
Form 8-K with the SEC in connection with such distributions. DTSC
intends to engage a third party paying agent for purposes of such
Nonaffiliated Shareholder distributions.

After the distribution to the Nonaffiliated Shareholders has been
made or funds therefor otherwise set aside and all of the debts
and liabilities of DTSC have been paid or otherwise provided for,
the remaining assets of DTSC, if any, will be liquidated and the
cash of DTSC will be distributed pursuant to the terms of and to
the parties to the Allocation Agreement.


Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Effective as of the Closing Date, and in connection with the
closing of the Asset Purchase Agreement, Mr. Steven D. Runkel, the
President and Chief Executive Officer and a director of DTSC,
resigned from such offices. As discussed in the Information
Statement, Mr. Runkel became the Vice President of Sales for B&B
under an agreement executed August 3, 2011 in connection with the
Asset Purchase Agreement, which became effective as of the Closing
Date.

On Oct. 12, 2011, DTSC filed an amendment to its Articles of
Incorporation with the Secretary of State of California for the
purpose of changing its name to "DT Sale Corp."  The change of
name, together with a similar amendment to the articles of
incorporation of QTSC to effect the change of its name from
"Quatech, Inc.", were required by the terms of the Asset Purchase
Agreement, and were approved by the requisite shareholders.

                      About DPAC Technologies

Hudson, Ohio-based DPAC Technologies Corp. (OTC QB: DPAC)
-- http://www.quatech.com/-- through its wholly owned subsidiary,
Quatech, Inc., designs, manufactures, and sells device
connectivity and device networking solutions for a broad market.
Quatech sells its products through a global network of
distributors, system integrators, value added resellers, and
original equipment manufacturers.  The Company sells to customers
in both domestic and foreign markets.

DPAC, together with its wholly owned subsidiary Quatech, Inc., on
Aug. 3, 2011, entered into an Asset Purchase Agreement with B&B
Electronics Manufacturing Company and its wholly owned subsidiary,
Q-Tech Acquisition, LLC.  The Asset Purchase Agreement provides
for the sale of substantially all of the assets of Quatech for
$10.5 million in cash.  In connection with the Asset Purchase
Agreement, each of Fifth Third Bank, N.A., and the State of Ohio,
as lenders to DPAC and Quatech, entered into forbearance
agreements with DPAC and Quatech, pursuant to which each consented
to DPAC and Quatech entering into the Asset Purchase Agreement and
agreed to forbear from exercising certain rights under their
respective loan agreement with DPAC and Quatech until the closing
has occurred or the Asset Purchase Agreement has terminated.

The Company's balance sheet at June 30, 2011, showed $9.69 million
in total assets, $7.20 million in total liabilities and $2.48
million in total stockholders' equity.

The Company said certain conditions exist that raise substantial
doubt about its ability to continue as a going concern.  These
conditions include recent operating losses, deficit working
capital balances and the inherent risk in extending or refinancing
the Company's bank line of credit, which matures on Sept. 5, 2011.

As reported by the TCR on May 24, 2011, Maloney + Novotny in
Cleveland, Ohio, expressed substantial doubt about DPAC
Technologies' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
of the Company's continued operating losses, deficit working
capital balances and the inherent risk in extending or refinancing
its bank line of credit, which matures on May 31, 2011.


DRYSHIPS INC: Faces Shareholder Class Action in New York
--------------------------------------------------------
A putative shareholder class action lawsuit captioned Litwin v.
OceanFreight, Inc., et. al, was filed in the United States
District Court for the Southern District of New York on Oct. 13,
2011, against OceanFreight Inc., DryShips Inc., Ocean Rig UDW
Inc., Pelican Stockholdings Inc., and the directors of
OceanFreight.  The plaintiff alleges violations of the Securities
and Exchange Commission proxy rules and breach of fiduciary duties
by the directors of OceanFreight, purportedly aided and abetted by
the other defendants, in connection with OceanFreight's agreement
to merge with Pelican, a wholly-owned subsidiary of DryShips.  The
complaint sets out various alternative remedies, including an
injunction barring the merger, rescission, or actual and punitive
damages.

The lawsuit has not been served on the defendants.  The defendants
believe that the complaint is without merit and, if served, intend
to defend the lawsuit vigorously.

In connection with the proposed merger of OceanFreight with
DryShips, Ocean Rig filed a registration statement on Form F-4
with the SEC that was declared effective on Oct. 12, 2011.  The
Form F-4 contains a proxy statement/prospectus and other
documents.  OceanFreight mailed the proxy statement/prospectus
contained in the Form F-4 to its shareholders on Oct. 17, 2011.
The Form F-4 and proxy statement/prospectus contain important
information about DryShips, Ocean Rig, OceanFreight, the merger
and related matters.

In addition to the Form F-4 was filed by Ocean Rig, the proxy
statement/prospectus and the other documents filed with the SEC in
connection with the merger, DryShips and OceanFreight are
obligated to file annual reports with, and submit other
information to, the SEC.

                         About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of Sept. 10,
2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of
Dec. 31, 2009, its negative working capital position and other
matters raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at June 30, 2011, showed
US$7.86 billion in total assets, US$4.03 billion in total
liabilities, and US$3.83 billion in total equity.


ENERGY AND POWER: Section 341(a) Meeting Scheduled for Nov. 2
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Energy and Power Solutions Inc.'s Chapter 11 case on Nov. 2,
2011, at 10:30 a.m.  The meeting will be held at Room 1-159, 411 W
Fourth St., Santa Ana, California.

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 Energy and Power Solutions Inc.

Based in Costa Mesa, California, Energy and Power Solutions Inc.
aka EPS Corp. filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No.11-23362) on Sept. 23, 2011.  Judge Erithe A. Smith
presides over the case.  The Debtor estimated both assets and
debts of between $10 million and $50 million.


FADE IT UP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Fade It Up, LLC
        1551 South 15th Street
        Philadelphia, PA 19146-4828

Bankruptcy Case No.: 11-18011

Chapter 11 Petition Date: October 17, 2011

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

Debtor's Counsel: Ronald G. McNeil, Esq.
                  MCNEIL LEGAL SERVICES
                  1333 Race Street
                  Philadelphia, PA 19107-1585
                  Tel: (215) 564-3999
                  Fax: (215) 564-3537
                  E-mail: r.mcneil1@verizon.net

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

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

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

The petition was signed by Fawwaz F. Beyha, sole corporate member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Fawwaz F. Beyha


FMI HOLDINGS: Gets Cease Trade Order On Failure to File Reports
---------------------------------------------------------------
FMI Holdings Ltd. said that the British Columbia Securities
Commission has issued a cease trade order immediately suspending
the trading of common shares of the Company in British Columbia as
a result of the Company's failure to file financial statements for
the year ended Dec. 31, 2010, and the interim periods ended
March 31, 2011 and June 30, 2011.

The Company has not filed these statements, or the accompanying
management's discussion and analysis, in order to avoid
unnecessary costs and thereby maximize the amount of cash to be
distributed to shareholders upon completion of its previously-
announced liquidation and wind-up of the Company.  Notwithstanding
the order, a beneficial shareholder of the Company who is not, and
was not as of Oct. 14, 2011, an insider or control person of the
Company, may sell shares of the Company acquired before
October 14, 2011 if (i) the sale is made through a market outside
Canada, (ii) the sale is made through an investment dealer
registered in British Columbia, and (iii) the investment dealer
maintains a record of the details of the sales made pursuant to
this exemption.

The Company will complete the Liquidation promptly following
receipt of a clearance certificate from Canada Revenue Agency.
Due to unanticipated delays caused by an administration change at
Canada Revenue Agency, the Company currently anticipates that the
clearance certificate will be obtained in the first quarter of
2012.  The Company currently has cash reserves of approximately
CDN2.9 million (of which approximately 76% is denominated in U.S.
dollars).  Based on the estimated costs of completing the
Liquidation and current U.S. dollar exchange rates, the estimated
proceeds upon completion of the Liquidation are in the range of
CDN0.54 to CDN0.57 per outstanding share. In the event that (i)
wind-up costs are greater than anticipated or (ii) there are
fluctuations in the U.S. dollar exchange rate, shareholders may
receive aggregate distributions amounting to less than the range
noted above. Accordingly, the Company can give no assurances as to
the total amount and timing of distributions to the Company's
shareholders.


FRAZER/EXTON: Court Approves $1.9-Mil. DIP Financing From Roskamp
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
entered an order approving Frazer/Exton Development LP and
Whiteland Village Ltd.'s application for authorization to access,
in the aggregate, $1,898,698 in postpetition loan from Roskamp
Management Company.

All funds advanced by Roskamp Management Company pursuant to this
order are to be treated as a general unsecured claim.  The Court
further ordered that no funds advanced by Roskamp Management
Company for the payment of insurance premiums will be considered
part of the post-petition loan made pursuant to this order.

As reported in the TCR on June 22, 2011, the Debtors said the
Debtors said the loan will not bear interest.

According to the Debtors they have no operating source of cash
flow other than the loan from RMC.  The Debtors said the uses of
the funds are important to the continued development and sale of a
project located at 15 South Bacton Hill Road, Malvern, East and
West Whiteland Townships, Chester County, Pennsylvania, and cover
all expenses until Dec. 31, 2011.

The property was designated a superfund site.  The Debtor said
they secured a deal for the sale of the property to Makemie, a
Pennsylvania nonprofit corporation and an affiliate of
Philadelphia Presbytery Homes Inc., for $7.3 million in cash and
the assumption of up to $5 million of debt.

                  About Frazer/Exton Development

Based in Malvern, Pennsylvania, Frazer/Exton Development, L.P.,
owns real property in Chester County.  Whiteland Village Ltd.
obtained various approvals and permits for the development of the
real property as a continued care retirement community.  Whiteland
Village Ltd. and Frazer/Exton Development, L.P., filed for
Chapter 11 bankruptcy (Bankr. E.D. Pa. Case Nos. 11-14036 and 11-
14041) on May 19, 2011. The case was initially assigned to Judge
Stephen Raslavich but was transferred to Judge Jean K. FitzSimon.
Frazer/Exton Development's schedules disclosed $46,953,617 in
total liabilities.

Albert A. Ciardi, III, Esq., Jennifer E. Cranston, Esq., and
Jennifer C. McEntee, Esq., at Ciardi Ciardi & Astin, P.C., in
Philadelphia, Pa., represent the Debtor as counsel.

The Debtors are selling a portion of the Property to Makemie at
Whiteland -- a Pennsylvania non-profit corporation and affiliate
of Philadelphia Presbytery Homes Inc. -- for $7,300,000 in cash
and assumption of up to $5,000,000 of debt.  The deal is subject
to higher and better offers.

Frazer/Exton Development, L.P., has filed a proposed plan of
reorganization and an explanatory disclosure statement with the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania.
All of the assets of the Debtor will be sold and liquidated in the
ordinary course of the Debtor's business in accordance with the
Plan.

As reported in the Troubled Company Reporter on Sept 9, 2011, the
Bankruptcy Court continued to Oct. 5, 2011, at 1:00 p.m., the
hearing to consider adequacy of the Disclosure Statement
explaining Frazer/Exton Development, L.P.'s Plan of
Reorganization.


FRIENDLY ICE CREAM: Court OKs Epiq as Claims Agent
--------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Friendly Ice Cream Corporation and its
debtor-affiliates to employ Epiq Bankruptcy Solutions LLC as
notice and claims agent to prepare and serve required notices in
these Chapter 11 cases.

The Debtors told the Court that it paid a $25,000 retainer fee to
the firm.

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

                     About Friendly Ice Cream

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

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

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

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

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

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


FRIENDLY ICE CREAM: Section 341(a) Meeting Scheduled for Nov. 10
----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Friendly Ice Cream --'s Chapter 11 case on Nov. 10, 2011, at
10:30 a.m.  The meeting will be held at J. Caleb Boggs Federal
Building, 844 King Street, 2nd 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 Friendly Ice Cream

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

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

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

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

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

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


FRY'S ELECTRONICS: Seeks $65 Million from Ex-VP Over Kickbacks
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Fry's Electronics
Inc. on Monday filed an adversary proceeding in California
bankruptcy court, saying a former merchandising executive who pled
guilty to fraud and is accused of pocketing $65 million in
kickbacks from vendors should not be let off the hook for that
money.

In a complaint seeking a finding of nondischargeability of debt,
Fry's says former Vice President of Marketing and Operations Ausaf
Umar Siddiqui defrauded the company willfully and maliciously and
that its claim against the debtor therefore cannot be dismissed
under federal bankruptcy, according to Law360.

Separately, UPI.com reports that The Palms casino resort said it
is suing to recover a $2.66-million gambling debt allegedly run up
by the indicted former Fry's Electronics official.

Mr. Siddiqui, of Palo Alto, Calif., filed for Chapter 7 bankruptcy
liquidation in July, listing assets of $6.95 million against
liabilities of $136.56 million, including millions of dollars in
gambling debts, UPI.com discloses.


GENERAL GROWTH: Files 5th Post-Confirmation Status Report
---------------------------------------------------------
GGP, Inc. and its reorganized debtor affiliates submitted to
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York on October 17, 2011, their fifth
post-confirmation status report.

on September 22, 2011, the Bankruptcy Court entered a final
decree closing the Chapter 11 cases of additional 115 Reorganized
Debtors.  The order also included a mechanism where the September
2011 Final Decree would apply, nunc pro tunc to September 30,
2011, to additional Reorganized Debtors whose cases were fully
administered after entry of the September 2011 Final Decree but
on or before September 30, 2011.  On October 3, 2011, the
Reorganized Debtors filed a supplemental schedule containing five
Reorganized Debtors whose cases were fully administered by
September 30, 2011 and to whom the September 2011 Final Decree
applies nunc pro tunc to September 30, 2011.

As of October 17, 2011, only two of the 388 Reorganized Debtors'
Chapter 11 cases remain open; those of GGP and GGP Limited
Partnership.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, noted that the Reorganized Debtors have completed their
process of evaluating and resolving the approximately 10,000
proofs of claim and approximately 6,000 scheduled claims filed in
their chapter 11 cases.  The Reorganized Debtors undertook a
comprehensive claims reconciliation process that included the
filing of 91 omnibus claims objections, two omnibus schedule
amendment motions, and countless informal negotiations with
creditors, she said.

Ms. Goldstein stated that the Reorganized Debtors continue to
defend against certain stakeholders' assertions regarding
entitlement to certain postpetition interest payments pursuant to
the TopCo Debtors' Third Amended Joint Plan of Reorganization.
At a hearing on February 24, 2011, the Bankruptcy Court heard
argument regarding the contentions of holders under the
GGP/Homart II, L.L.C. Partner Note that they are entitled to
postpetition interest at the contractual default rate.  On June
23, 2011, the Bankruptcy Court entered its order granting default
interest to the Comptroller of the State of New York as Trustee
of the Common Retirement Fund.  The Reorganized Debtors filed a
notice of appeal from the Homart Order and intend to fully
prosecute their appeal.

The Bankruptcy Court also heard argument, at the hearing held on
February 24, 2011, regarding the 2006 Lenders' contention that
they are entitled to postpetition interest at the contractual
default rate.  On August 3, 2011, the Bankruptcy Court entered
its order granting default interest to Eurohypo AG, New York
Branch, as administrative agent for the 2006 Lenders.  On
September 30, 2011, the Reorganized Debtors and 2006 Lenders
filed a joint certification to the United States Court of Appeals
for the Second Circuit regarding the 2006 Order. The Reorganized
Debtors intend to fully prosecute their appeal.

To comply with the request of the U.S. Trustee for Region 2, the
Reorganized Debtors filed with the Bankruptcy Court a
disbursement schedule illustrating the total disbursements made
by each Debtor for the quarter ended September 30, 2011.

The Reorganized Debtors made disbursements totaling $698,752,000
during the quarter ended September 30, 2011.

A schedule of the quarterly disbursement is available for free
at http://bankrupt.com/misc/ggp_3Q2011Disbursements.pdf

                       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)


GEORGE SHAMOUN: Flagstar Loan Modification Requires Plan Revision
-----------------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker denied George and Melinda
Shamoun's request entitled, MOTION FOR AN ORDER OF THE COURT
ABSTAINING FROM APPROVAL OR DISAPPROVAL OF HOME MORTGAGE
MODIFICATION WITH FLAGSTAR BANK FSB".  Judge Tucker said any
mortgage loan modification with Flagstar Bank will require
modification of the Debtors' confirmed Chapter 11 plan.  The
Debtors must file and serve a proposed plan modification under
11 U.S.C. Sec. 1127(e), and any such plan modification must be
approved by the Court. Abstention is not appropriate.

George Shamoun, Jr., and Melinda Shamoun filed for Chapter 11
bankruptcy (Bankr. E.D. Mich. Case No. 10-66172) on Nov. 18, 2010.
The case is jointly administered with the case of GGS Investments
Inc., dba Budget Auto Repair One (Bankr. E.D. Mich. Case No.
10-75027).  GGS Investments estimated under $1 million in assets
and debts in its petition, a copy of which is available at
http://bankrupt.com/misc/mieb10-75027.pdf

The Debtors filed a Second Amended Combined Plan and Second
Amended Disclosure Statement on May 5, 2011.


GIORDANO'S ENTERPRISES: Selects Stalking Horse for Restaurant
-------------------------------------------------------------
Philip V. Martino, Chapter 11 Trustee for Giordano's Enterprises,
Inc. and affiliated debtors, filed a motion with the United States
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, seeking Bankruptcy Court approval to select Giordano's
Holding Company LLC, a company managed by the Italian Food Network
LLC, as the stalking horse to purchase the Debtors' restaurant
assets for $26 million.  GHC is a privately held company
spearheaded by Ivan Matsunaga and Marc Stolfe, veterans of the
Chicago-based Connie's Pizza chain.  The Trustee is also seeking
approval to set November 10, 2011 as the deadline for the
submission of competing bids and November 15, 2011 as the auction
date.  The filed pleadings indicate that the Trustee will accept
offers to purchase all of the Debtors' assets, including an
extensive portfolio of owned real estate as well as the restaurant
assets.

In a brief statement, Mr. Martino said, "We are very pleased to
have selected GHC as the stalking horse bidder for the restaurant-
only assets.  One of the important criteria leading to the
selection of GHC is its operating experience and interest in
preserving most, if not all, of the Debtors' employees."  Fred
Caruso, the Debtors' Restructuring Officer, concurred.  "The GHC
bid enables the Debtors to continue their operations without any
disruption.  The bid should further reassure Giordano's customers
and suppliers that it will continue to provide high-quality
service and pizza for a long, long time."

In addition to the restaurant assets, the Debtors own a number of
Chicago area locations, including the office building housing
Giordano's prized flagship location at 740 North Rush Street in
Chicago.  The Trustee expects the bidding for the real estate to
be robust.  "Due to the high level of interest in the real
estate," said Martino, "I have yet to make a decision regarding
whether to engage a stalking horse purchaser for all or specific
real estate assets."

William Blair & Company, L.L.C. is marketing the Debtors'
restaurant assets and Hilco Real Estate LLC is marketing the
Debtors' real estate portfolio.

                    About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino has been appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.


GLUTH BROS: Court Slashes Counsel Fees on Disclosure Violations
---------------------------------------------------------------
The United States Trustee, joined by the Creditor Trustees on
behalf of the liquidating trust formed by the confirmation of
Gluth Bros. Construction Inc.'s Chapter 11 Plan, objects to the
final fee application filed by the Debtor's attorney, Querry &
Harrow, Ltd., and seeks to disgorge the fees previously received
by Q&H for failure to comply with the disclosure requirements set
forth in Bankruptcy Rules 2014 and 2016.  Three interim fee
applications, totaling $273,892 in fees and expenses were already
approved and received by Q&H.  Q&H's final fee application seeks
an additional for $56,941 in fees and $324.29 in expenses, which
Q&H is currently holding in escrow.  In an Oct. 19, 2011
Memorandum Opinion, available at http://is.gd/GFTPvZfrom
Leagle.com, Bankruptcy Judge Manuel Barbosa granted the firm's
cumulative expenses in full, but reduced the cumulative fees by
40%, meaning only a cumulative amount of $202,420 in fees and
expenses are approved.  Q&H is ordered to disgorge the remaining
$128,737 in fees previously received or held in escrow, but that
are disapproved, to the Creditor Trustees by Nov. 18, 2011.

                         About Gluth Bros.

Gluth Bros. Construction, Inc., a construction project contractor
based in Woodstock, Ill., sought chapter 11 protection (Bankr.
N.D. Ill. Case No. 07-71375) on June 5, 2007.  Robert R. Benjamin,
Esq., at Querrey & Harrow, Ltd., in Chicago, represents the
Debtor.  At the time of the filing, the Debtor disclosed
$3,214,430 in assets and liabilities totaling $8,150,879.

On April 30, 2008, the Debtor filed a joint plan of reorganization
with the Unsecured Creditors Committee, which generally provided
to pay all creditors 100% plus 5% interest out of income generated
by the continuing operation of the company.  Frank Gluth agreed to
guarantee the payments in the plan, in part in exchange for the
right to certain real estate known by the parties as the "Shop
Parcel," in which Frank Gluth had asserted an interest but which
turned out to be owned by the Debtor.  This plan was never
confirmed.  On Jan. 23, 2009, the Debtor filed a "Notice of
Debtor's Withdrawal from Proposed Joint Plan," in which the Debtor
alleged that "[d]uring the summer of 2008, with the downturn in
the economy, the Debtor was unable to procure any new contracts,"
and stated that "Debtor was forced to close its doors and is no
longer operating."

In December 2009, the U.S. Trustee filed a motion to convert the
case to Chapter 7.  The Court entered an agreed order on Jan. 28,
2009, resolving that motion by allowing the Unsecured Creditor
Committee to file a liquidating plan, and if such plan was not
confirmed on or before March 25, 2009, the case would be converted
to Chapter 7.  The Unsecured Creditors Committee did file a plan
of liquidation on Jan. 27, 2009, which was modified on Feb. 11,
2009, and confirmed on March 4, 2009.

The confirmed plan created a Creditor Trust to administer and
liquidate the assets of the estate.  All remaining property of the
Debtor's estate, including causes of action, were vested in the
Creditor Trust, and the Creditor Trustees were granted the
authority to commence actions.  Charles Dixon and Charles Graeber,
Jr., serve as the Trustees of the Creditor Trust.  The Trust is
represented by Shira R. Isenberg, Esq., at Freeborn & Peters LLP
in Chicago.


GO DADDY: To Face Increasing Competition, Moody's Says
------------------------------------------------------
The market for web services to small businesses will grow markedly
over the next five years, spurred by rapid growth in Internet
penetration and consumer usage, according to a new report from
Moody's Investors Service.

Three of the leading web services companies in the US ? Go Daddy
Operating Co. (B1, stable), Web.com (B1, stable), and The
Endurance International Group (B2, stable), which together
represent about $3.3 billion in enterprise value ? are raising a
combined $2.2 billion or so of new debt.

"We expect the competitive and financial profiles of these three
companies, which manage more than 67 million Internet domain names
and have more than 15 million customers, to change dramatically,
amid an unprecedented amount of capital-raising in the web
services industry and a rapidly evolving market," says Raj Joshi,
a Moody's Analyst and author of the report, who adds that
"consolidation in the highly fragmented web services industry
could challenge the status quo."

A group of private investors recently acquired market leader Go
Daddy in a leveraged buyout, and the company's financial
flexibility will decline as a result. And smaller operators
Web.com and Endurance are both growing in scale through
acquisitions. Web.com, for example, is acquiring Network Solutions
in a transaction financed by both debt and stock. In addition,
Endurance recently refinanced its debt, including the debt it had
previously raised for its acquisitions.

"We don't think Go Daddy is likely to cede its leading market
position in the foreseeable future," he noted. "The three
companies' degree of success in executing their business plans and
their financial strategy choices could alter their relative credit
risk rankings over the next two or three years," added Joshi.

"They're all raising their financial leverage while operating in a
highly competitive industry, in which customers have a growing
number of providers to choose from. Still, Moody's expectation of
deleveraging as a result of good cash flow growth in the rapidly
growing industry alleviates some of the pressure on their credit
profiles."

The report, "Competitive differences could narrow over time as
Web.com and Endurance go after market leader, Go Daddy," can be
accessed at www.moodys.com.


GRACEWAY PHARMACEUTICALS: Galderma-Led Auction on Nov. 17
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Graceway Pharmaceuticals LLC has authority to auction
the business, although on a schedule two weeks later than the
company initially requested.

According to the report, pursuant to the Court-approved bidding
procedures, bids are due Nov. 14, in advance of a Nov. 17 auction
and a hearing on Nov. 22 for approval of the sale.

Switzerland's Galderma SA is already under contract to pay
$275 million in cash, absent higher and better offers.

                  About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC 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.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.  BMC Group, Inc is the notice, claims,
and balloting agent.

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors.  Lowenstein Sandler PC serves as
the committee counsel.


GRACEWAY PHARMA: Court OKs Alvarez & Marsal as Advisors
-------------------------------------------------------
Graceway Pharmaceuticals LLC sought and obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Alvarez & Marsal North America, LLC, as restructuring advisors.

Upon retention, the firm will, among other things:

   a. assist the Debtors in the preparation of financial relates
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports;

   b. assist the Debtors with information and analyses required
      pursuant to the Debtors' DIP financing; and

   c. assist with the identification and implementation of short-
      term cash management procedures.

As of the Petition Date, A&M held a $270,000 retainer.

The rates of A&M professionals anticipated to be assigned to the
case are:

   Personnel                              Rates
   ---------                              -----
   Tom Hill                             $775/hour
   Justin Schmaltz                      $550/hour
   Hamish Allanson                      $450/hour
   Jodi Ehrenhofer                      $425/hour
   Paul Krolicki                        $325/hour

The firm's standard rates are:

   Personnel                               Rates
   ---------                               -----
   Managing Director                    $650-850/hour
   Director/Senior Director             $425-650/hour
   Associate/Senior Associate           $350-450/hour
   Analyst/Consultant                   $250-350/hour

Thomas E. Hill, managing director of A&M, attests that the firm is
a "disinterested person," as that term is defined in Section
101(14) of the Bankruptcy Code.

                     About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC 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.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.  BMC Group, Inc is the notice, claims,
and balloting agent.

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors.  Lowenstein Sandler PC serves as
the committee counsel.


GRACEWAY PHARMA: Court OKs Latham & Watkins as Bankruptcy Counsel
-----------------------------------------------------------------
Graceway Pharmaceuticals LLC sought and obtained permission to
retain the law firm of Latham & Watkins LLP to, among other
things:

   a. advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their business and properties;

   b. attend meetings and negotiations with representatives of
      creditors, interest holders and other parties-in-interest;
      and

   c. prepare motions, applications, answers, orders, reports, and
      papers necessary to the administration of the Debtors'
      estate.

The Debtors will pay the firm at these standard rates:

    Personnel                                Rates
    ---------                                -----
    Associates                            $370-895/hour
    Counsel                               $755-965/hour
    Partners                              $760-1,135/hour
    Paraprofessional                      $120-565/hour

As of the Petition Date, L&W holds a prepetition retainer as an
advance toward L&W's fees and services in the approximate amount
of $579,099.

Josef S. Athanas, Esq., a partner of L&W, attests that the firm is
a "disinterested person," as that term is defined in section
101(14) of the Bankruptcy Code.

                  About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC 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.  Alvarez and Marsal North America, LLC, is the
financial advisor.  Lazard Freres & Co. LLC is the investment
banker.  PricewaterhouseCoopers LLP is the tax consultant.  BMC
Group, Inc is the notice, claims, and balloting agent.

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors.  Lowenstein Sandler PC serves as
the committee counsel.


HANS HOTEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Hans Hotel Management, Inc.
        4244 Brandywine Drive
        Peoria, IL 61614

Bankruptcy Case No.: 11-42120

Chapter 11 Petition Date: October 17, 2011

Court: United States Bankruptcy Court

Debtor's Counsel: Matthew E. McClintock, Esq.
                  GOLDSTEIN & MCCLINTOCK LLC
                  980 North Michigan Avenue, Suite 1400
                  Chicago, IL 60611
                  Tel: (312) 337-7700
                  E-mail: mattm@restructuringshop.com

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

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

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Hans Hotel Property, LLC               11-42113   10/17/11
   Assets: $1,000,001 to $10,000,000
   Debts: $1,000,001 to $10,000,000

A list of Hans Hotel Management's 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-42120.pdf

A list of Hans Hotel Property's four largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-42113.pdf

The petitions were signed by Pratixa Patel, member & authorized
officer.


HARRISBURG, PA: Moving Toward State Receivership to End Bankruptcy
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Harrisburg, Pennsylvania's capital, moved a step
closer to having the state take over its municipal reorganization
yesterday as the state Senate voted 37-13 in favor of a bill that
would allow the governor to appoint a receiver.  The legislation
goes to the House of Representatives, which passed a previous
version in September. The governor said he will sign the bill.

Mr. Rochelle relates that the law would give the city 30 days
before a receiver takes over. If the bill is adopted and
implemented quickly, the receiver could be in place in time for
the Nov. 23 hearing when the U.S. Bankruptcy Judge in Harrisburg
will hear arguments on a motion to dismiss the Chapter 9
bankruptcy filing.

On Oct. 13, two days after the Chapter 9 filing, the state filed a
motion to dismiss the case, saying it violated a state law
prohibiting cities of Harrisburg's size from seeking bankruptcy
protection before July 2012.  Harrisburg's Mayor Linda D. Thompson
filed papers saying she likewise will seek dismissal.

                   About the City of Harrisburg

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

Four members of the City Council of Harrisburg on Oct. 11, 2011,
authorized the filing of a Chapter 9 bankruptcy petition (Bankr.
M.D. Pa. Case No. 11-06938) by the City of Harrisburg.  Judge Mary
D. France presides over the case.  Mark D. Schwartz, Esq. --
markschwartz6814@gmail.com -- and David A. Gradwohl, Esq., serve
as counsel.  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 council voted 4-3 on Oct. 11, 2011, to authorize the
Chapter 9 municipal bankruptcy filing. The city claims to be
insolvent, unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

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.

Harrisburg Mayor Linda D. Thompson and the state of Pennsylvania
have objected to the bankruptcy filing.  Mayor Thompson is
represented in the case by Kenneth W. Lee, Esq., Christopher E.
Fisher, Esq., Beverly Weiss Manne, Esq., and Michael A. Shiner,
Esq., at Tucker Arensberg, P.C.  Counsel to the Commonwealth of
Pennsylvania are Neal D. Colton, Esq., Jeffrey G. Weil, Esq., Eric
L. Scherling, Esq., at Cozen O'Connor.


HARRISBURG, PA: House Sends Fiscal Emergency Bill to Governor
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Pennsylvania's
State House voted to send a bill to Gov. Tom Corbett enabling him
to declare a fiscal emergency in Harrisburg and take over the
troubled finances of the state capital, as the state separately is
pushing to get a federal judge to throw out a bankruptcy filing by
local officials last week.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

Four members of the City Council of Harrisburg on Oct. 11, 2011,
authorized the filing of a Chapter 9 bankruptcy petition (Bankr.
M.D. Pa. Case No. 11-06938) by the City of Harrisburg.  Judge Mary
D. France presides over the case.  Mark D. Schwartz, Esq. --
markschwartz6814@gmail.com -- and David A. Gradwohl, Esq., serve
as counsel.  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 council voted 4-3 on Oct. 11, 2011, to authorize the
Chapter 9 municipal bankruptcy filing. The city claims to be
insolvent, unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

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.

Harrisburg Mayor Linda D. Thompson and the state of Pennsylvania
have objected to the bankruptcy filing.  Mayor Thompson is
represented in the case by Kenneth W. Lee, Esq., Christopher E.
Fisher, Esq., Beverly Weiss Manne, Esq., and Michael A. Shiner,
Esq., at Tucker Arensberg, P.C.  Counsel to the Commonwealth of
Pennsylvania are Neal D. Colton, Esq., Jeffrey G. Weil, Esq., Eric
L. Scherling, Esq., at Cozen O'Connor.


HATHAWAY ENTERPRISES: Court Enters Notice Dismissing Ch. 11 Case
----------------------------------------------------------------
On Oct. 5, 2011, the U.S. Bankruptcy Court for the Central
District of California entered a notice dismissing Hathaway
Enterprises Inc.'s Chapter 11 case with a prohibition against the
refiling of another bankruptcy petition by or against the Debtor
for 180 days from the dated the order is entered.  The dismissal
effective date is Sept. 15, 2011.

As reported in the TCR on June 16, 2011, the U.S. Bankruptcy Court
for the Central District of California approved a stipulation
dismissing the Chapter 11 case of Hathaway Enterprises, Inc., on
Sept. 15, 2011, with a 180-day bar against re-filing.

The stipulation between Debtor and Soto Development, LLC, provides
for relief from stay, dismissal of the case, and settlement of
claims.  Soto is the Debtor's only creditor and it is owed more
than $12 million on a loan that originally came due in
January 2009.

Soto will also have relief from stay as to the Debtor's property.

In its motion, Soto has asked that the Court dismiss the Debtor's
Bankruptcy case because it is impossible for the Debtor to confirm
any plan, and because the Debtor's bankruptcy petition was filed
in bad faith.

Soto Development is represented by:

        LOEB & LOEB LLP
        Lance N. Jurich, Esq.
        Benjamin R. King, Esq.
        Derrick Talerico, Esq.
        10100 Santa Monica Boulevard, Suite 2200
        Los Angeles, CA 90067-4120
        Tel: (310) 282-2000
        Fax: (310) 282-2200
        E-mail: ljurich@loeb.com
                bking@loeb.com
                dtalerico@loeb.com

Los Angeles, California-based Hathaway Enterprises, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-17426) on Feb. 22, 2011.  Vincent S. Kim, Esq., at the
Law Offices of Vincent S. Kim & Associates, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets
at $10 million to $50 million.  The Debtor disclosed $20,105,315
in assets and $11,552,248 in liabilities as of the Chapter 11
filing.


HERITAGE LOG: Files for Bankruptcy Amid Fraud Allegations
---------------------------------------------------------
Derek Hodges at the Mountain Press reports that Heritage Log Homes
has filed for Chapter 11 bankruptcy.  According to the report, the
move comes amid allegations of possible fraud on the part of
Heritage's former executives.  The allegations were first made to
the Sevierville (Tenn.) Police Department and have since been
handed over to the U.S. Attorney's office in Knoxville, Tennessee.
Meanwhile, Heritage CEO Bill Parsons said talks continue with a
potential suitor who would revive the business.

Mr. Hodges relates that the decision to declare the company
insolvent came as it faced foreclosure on its lease.  That action
had been put off multiple times already and was reportedly delayed
for short periods of time last week until the bankruptcy filing
was completed.

Heritage Log Homes -- http://www.heritagelog.com/-- provides
classic and custom designed log homes.


HOTI ENTERPRISES: Court Denies Jonathan Foster Motion to Dismiss
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has denied the motion of Jonathan Foster to dismiss the Chapter 11
cases of HOTI Enterprises, LP, and HOTI Realty Management Co. Inc.

As reported in the TCR on July 21, 2011, Jonathan Foster, sui
juris, as Third Party Intervenor, asked the Bankruptcy court to
dismiss the Debtors' cases under Rule 12(b) Federal Rules of
Procedure, citing GECMC 2007 C-1 Burnett Street, LLC's failure to
state a claim upon which relief can be granted.  GECMC 2007 C-1 is
the holder of a first mortgage on the primary asset of Hoti
Enterprises.

A copy of the motion to dismiss is available for free at:

   http://bankrupt.com/misc/hotienterprises.motiontodismiss.pdf

GECMC 2007 C-1 objected to the motion to dismiss, citing that the
movant has not established ?cause? to dismiss the Debtors' cases,
and does not even cite any relevant Bankruptcy code or other
statutory provision for support.  Further, GECMC 2007 C-1 says
movant is not a ?party in interest? in the Debtors' cases, has not
filed a claim in these cases, and is not listed in the Debtor's
schedules as a creditor.

A copy of the objection is available for free at:

   http://bankrupt.com/misc/hotienterprises.gecmcobjection.pdf

Counsel for GECMC 2007 C-1 Burnett Street, LLC, may be reached at:

        George B. South III, Esq.
        Vincent J. Roldan, Esq.
        DLA PIPER LLP (US)
        1251 Avenue of the Americas
        New York, NY 10020-1104
        Tel: (212) 835-6000
        Fax: (212) 835-6001

                      About Hoti Enterprises

Harrison, New York-based Hoti Enterprises, LP, is a single asset
real estate holding company that owns an apartment complex located
at 2801 Fillmore Avenue, 3001 Avenue R and 2719 Fillmore Avenue --
collectively, known as 1865 Burnett Street -- in Brooklyn, New
York.  Hoti Realty Management Co., Inc., was in the business of
owning and operating a management company that managed the
apartment complex.

Hoti filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 10-24129) on Oct. 12, 2010.  Hoti Enterprises estimated
its assets and debts at $10 million to $50 million.

Tanya Dwyer, Esq., at Dwyer & Associates, LLC, in New York, N.Y.,
represents the Debtors as counsel.

A receiver of rents was appointed against Hoti Enterprises pre-
bankruptcy pursuant to a foreclosure proceeding commenced by GECMC
2007-C-1 Burnett Street, Hoti's mortgagee and largest secured
creditor.

No Official Committee of Unsecured Creditors has been appointed in
the case.


HOVNANIAN ENTERPRISES: Sweetens Rejected Tender Offer for Bonds
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that after Hovnanian Enterprises Inc. received acceptances
from holders of less than 1% of the $256 million in bonds due 2014
and 2015, the homebuilder sweetened the offer and extended the
deadline to Oct. 29.

Mr. Rochelle recounts that in September, Hovnanian announced a
private exchange offer to some holders of $814 million in seven
series of senior unsecured notes. Standard & Poor's characterized
the exchange as distressed.  Originally, holders could swap
existing notes, bearing interest between 6.25% and 11.875%, for a
like amount of 2% secured notes to mature in 2021. The existing
notes mature between 2014 and 2017.

According to the report, under the new proposal, holders of notes
due in 2014 and 2015 will receive a like amount of new 5% secured
notes, plus $100 cash along with accrued interest.  Holders of
three issues due in 2016 and 2017 are being offered the new 5%
secured notes and accrued interest, although no cash.

The new secured notes will mature in 2021.  Holders of about 10%
of the $542 million in bonds maturing in 2016 and 2017 accepted
the original offer.  The $137.6 million in 11.875% senior
unsecured bonds maturing October 2015 traded Oct. 18 at 50.7 cents
on the dollar, compared with 42.5 cents on the dollar on Oct. 4,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  On Sept. 8, the same
bonds fetched 58.7 cents on the dollar.

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company's balance sheet at July 31, 2011, showed $1.69 billion
in total assets, $2.09 billion in total liabilities and a $399.35
million total deficit.

                           *     *     *

As reported by the TCR on April 25, 2011, Fitch Ratings has
affirmed Hovnanian Enterprises, Inc.'s Issuer Default Rating (IDR)
at 'CCC'.  The rating for HOV is influenced by the Company's
execution of its business model, land policies and geographic,
price point and product line diversity.  The rating also reflects
the company's liquidity position, substantial debt and high
leverage.

In the Oct. 10, 2011 edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Hovnanian
Enterprises Inc. to 'CC' from 'CCC'.  "We also lowered our ratings
on the company's rated senior debt.  We downgraded the first-lien
senior secured notes to 'CC' from 'CCC' and downgraded the senior
unsecured notes to 'C' from 'CC'.

"The downgrade follows Hovnanian's announcement that its K.
Hovnanian subsidiary has commenced an offer to exchange certain
existing senior notes with coupons ranging from 6.25% to 11.875%
scheduled to mature between 2014 through 2017 for new 2% secured
notes to mature in 2021," said credit analyst George Skoufis."
"According to our criteria, we view this as a 'distressed
Exchange' and tantamount to a default."

As reported by the TCR on Sept. 13, 2011, Moody's Investors
Service downgraded the corporate family and probability of default
ratings of Hovnanian Enterprises, Inc. to Caa2 from Caa1.  The
downgrade reflects Hovnanian's continued operating losses,
weak gross margins, very high homebuilding debt leverage, and
Moody's expectation that the weakness in year-over-year revenues,
deliveries, and net new contracts experienced by the company will
continue for the next one to two years.  In addition, the
downgrades acknowledge that Hovnanian's cash balance is weakening
and cash flow generation is negative as it pursues new land
opportunities, which represented about $300 million of investment
over the first nine months of fiscal 2011.


HOVNANIAN ENTERPRISES: Revises Exchange Offers of Debt Securities
-----------------------------------------------------------------
Hovnanian Enterprises, Inc., said that in connection with its
previously announced private exchange offers and consent
solicitation, K. Hovnanian Enterprises, Inc., a wholly-owned
subsidiary of the Company, has increased the applicable Total
Consideration with respect to the Exchange Offers for its 6 1/2%
Senior Notes due 2014, its 6 3/8% Senior Notes due 2014, its
11 7/8% Senior Notes due 2015 and its 6 1/4% Senior Notes due
2015.  The Company also extended the Early Tender and Consent Time
for all Senior Notes from 5:00 p.m., New York City time, on
Oct. 17, 2011, to 12:00 midnight, New York City time, on Oct. 29,
2011.  In addition, the Company has extended the Withdrawal and
Revocation Deadline for the 2014 Notes and the 2015 Notes from
5:00 p.m., New York City time, on Oct. 12, 2011 to 12:00 midnight,
New York City time, on Oct. 29, 2011.  The Withdrawal and
Revocation Deadline for all other series of Senior Notes expired
at 5:00 p.m., New York City time, on Oct. 12, 2011.  As a result
of the extension of the Early Tender and Consent Time and, in the
case of the 2014 Notes and the 2015 Notes, the Withdrawal and
Revocation Deadline, holders of Senior Notes that properly tender
and, in the case of the 2014 Notes and the 2015 Notes do not
validly withdraw, their Senior Notes prior to or on the extended
Early Tender and Consent Time, and whose Senior Notes are accepted
for exchange will receive the applicable Total Consideration.  The
Exchange Offers will expire at 12:00 midnight, New York City time,
on Oct. 29, 2011, unless extended or earlier terminated.

In exchange for each $1,000 principal amount of 2014 Notes validly
tendered (and not validly withdrawn) on or prior to the extended
Early Tender and Consent Time and accepted by K. Hovnanian,
participating holders of 2014 Notes will receive $1,000 principal
amount of 5.00% Senior Secured Notes due 2021 and a cash payment
of $100, plus accrued and unpaid interest in cash.  In exchange
for each $1,000 principal amount of 2015 Notes validly tendered
(and not validly withdrawn) on or prior to the extended Early
Tender and Consent Time and accepted by K. Hovnanian,
participating holders of 2015 Notes will receive $1,000 principal
amount of 5.00% New Secured Notes and a cash payment of $100, plus
accrued and unpaid interest in cash.  The 5.00% New Secured Notes
will have the same terms as the New Secured Notes described in the
Offering Memorandum, other than with respect to interest rate and
related redemption provisions, and will vote as a single class
with the 2.00% New Secured Notes.

In exchange for each $1,000 principal amount of all other Senior
Notes validly tendered on or prior to the extended Early Tender
and Consent Time and accepted by K. Hovnanian, participating
holders of those Senior Notes will receive $1,000 principal amount
of 2.00% Senior Secured Notes due 2021 with terms as described in
the Offering Memorandum.  The 2015 Notes Total Consideration, the
2014 Notes Total Consideration and the Senior Notes Total
Consideration are referred to in this press release and in the
Offering Memorandum as the "Total Consideration."  Unless the
Exchange Offers are further extended, the Early Tender and Consent
Time will be at the Expiration Time and all holders who tender and
have their Senior Notes accepted for exchange will receive the
Total Consideration.  K. Hovnanian will not accept any tender that
would result in the issuance of less than $2,000 principal amount
of the applicable New Secured Notes.  The aggregate applicable
Total Consideration or Exchange Consideration paid to each
participating holder for Senior Notes validly tendered (and not
validly withdrawn) and accepted will be rounded down, if
necessary, to $2,000 or the nearest whole multiple of $1,000 in
excess thereof.  Fractional notes will not be issued and there
will not be any cash payment in lieu thereof.  Tenders of 2014
Notes and 2015 Notes may be withdrawn prior to the extended
Withdrawal and Revocation Deadline, but not thereafter.

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

                        http://is.gd/c8ZRAs

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company's balance sheet at July 31, 2011, showed $1.69 billion
in total assets, $2.09 billion in total liabilities and a $399.35
million total deficit.

                          *     *     *

As reported by the TCR on April 25, 2011, Fitch Ratings has
affirmed Hovnanian Enterprises, Inc.'s Issuer Default Rating (IDR)
at 'CCC'.  The rating for HOV is influenced by the Company's
execution of its business model, land policies and geographic,
price point and product line diversity.  The rating also reflects
the company's liquidity position, substantial debt and high
leverage.

In the Oct. 10, 2011, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Hovnanian
Enterprises Inc. to 'CC' from 'CCC'.  "We also lowered our ratings
on the company's rated senior debt.  We downgraded the first-lien
senior secured notes to 'CC' from 'CCC' and downgraded the senior
unsecured notes to 'C' from 'CC'.

"The downgrade follows Hovnanian's announcement that its K.
Hovnanian subsidiary has commenced an offer to exchange certain
existing senior notes with coupons ranging from 6.25% to 11.875%
scheduled to mature between 2014 through 2017 for new 2% secured
notes to mature in 2021," said credit analyst George Skoufis."
"According to our criteria, we view this as a 'distressed
Exchange' and tantamount to a default."

As reported by the TCR on Sept. 13, 2011, Moody's Investors
Service downgraded the corporate family and probability of default
ratings of Hovnanian Enterprises, Inc. to Caa2 from Caa1.  The
downgrade reflects Hovnanian's continued operating losses,
weak gross margins, very high homebuilding debt leverage, and
Moody's expectation that the weakness in year-over-year revenues,
deliveries, and net new contracts experienced by the company will
continue for the next one to two years.  In addition, the
downgrades acknowledge that Hovnanian's cash balance is weakening
and cash flow generation is negative as it pursues new land
opportunities, which represented about $300 million of investment
over the first nine months of fiscal 2011.


HUGHES TELEMATICS: Amends 11.3 Million Common Shares Offering
-------------------------------------------------------------
HUGHES Telematics, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No.1 to Form S-3 registration
statement relating to the offer for sale by Alan B. & Joanne K.
Vidinsky 1993 Trust, Albert L. Zesiger, Ascend Partners Fund I LP,
et. al., of 11,311,709 shares of the Company's common stock, par
value $0.0001 per share.

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

The Company's common stock is currently traded on the Over-the-
Counter Bulletin Board, commonly known as the OTC Bulletin Board,
under the symbol "HUTC."  As of Oct. 17, 2011, the closing sale
price of the Company's common stock was $4.46 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/cH61yh

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

The Company reported a net loss of $89.56 million on
$40.34 million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $163.66 million on $33.04 million of
total revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed $100.55
million in total assets, $195.45 million in total liabilities and
a $94.89 million total stockholders' deficit.

As of June 30, 2011, the Company had cash, cash equivalents and
short-term investments of approximately $15.7 million and
restricted cash of approximately $1.3 million which secures
outstanding letters of credit.  Of the Company's consolidated
cash, cash equivalents and short-term investments, approximately
$5.7 million is held by the Company's Lifecomm subsidiary for use
in that business.  As a result of the Company's historical net
losses and the Company's limited capital resources,
PricewaterhouseCoopers LLP's report on the Company's financial
statements as of and for the year ended Dec. 31, 2010, includes an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.


HUSSEY CORP: Halkos Holdings Emerges as Second Bidder
-----------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Wednesday cleared Hussey Copper Corp. to sell
its assets at auction after a second would-be stalking horse
bidder forced Kataman Metals LLC to up its initial offer for the
copper products company to $88.7 million.

Law360 relates that the second bidder ? Halkos Holdings LLC ?
emerged Tuesday as Hussey sought to approve auction procedures and
an $84.7 million stalking horse bid from an affiliate of Kataman,
a St. Louis-based metals trader.

                        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, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.
Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at  Blank
Rome LLP, in Wilmington, serves as counsel.


INNER CITY: Taps Robert Maccini as Chief Restructuring Officer
--------------------------------------------------------------
All Access Music Group reports that Inner City Media Corp. asked a
bankruptcy court for permission to hire Media Consulting Services
LLC and appoint veteran broadcast broker and executive Robert J.
Maccini as chief restructuring officer of the company.

According to the report, Mr. Maccini will report to the Company
Board of Directors and will be empowered to cut sales, marketing
and other expenses, including firing anyone other than Pierre M.
Sutton, Keisha Sutton-James, Hal Jackson, and Lois Wright.  Media
Consulting will advise the Debtors' senior management team in the
restructuring.  The firm will be paid $25,000 per month plus
expenses.

                   About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

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

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

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

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.
Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INNER CITY: Reaches Deal With Lenders on Restructuring Plan
-----------------------------------------------------------
All Access Music Group reports that Inner City Broadcasting Corp.
appears to have reached an agreement with its lenders on a
financial restructuring plan.

According to the report, attorneys of the Debtor and lenders
parties indicated to Bankruptcy Judge Shelley Chapman that they
plan to file a Chapter 11 this week.  Judge Chapman, in turn, has
agreed to move up hearings which will hasten the process.

The report says ICBC has not ruled out selling the stations as an
option, although some sales if they occur, would not take place
for at least a year.  The Sutton family -- Pierre M. Sutton,
Keisha Sutton-James, Hal Jackson, and Lois Wright -- is likely to
receive about $1 million more under a new financial arrangement
with primary lenders Yucaipa, Fortress Capital and Drawbridge
Capital.

The report relates that there is still no clear indication as to
how current shareholders would fare.  Under the previous offering,
which ICBC President Pierre Sutton offered and then retracted, the
Sutton family's stake would have been trimmed to just 2% with Mr.
Pierre as chairman emeritus and a five-year, $600,000 per-year
contract.

                   About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Fac ility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

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

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

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.
Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INNER CITY: Wants to Employ MGBD as Bankruptcy Consultant
---------------------------------------------------------
Inner City Media Corporation and its debtor affiliates seek court
authority to employ Marotta Gund Budd & Dzera, LLC as their
bankruptcy consultants and special financial advisor, nunc pro
tunc to Sept. 8, 2011.

Since late July, MGBD professionals have devoted substantial
amounts of time and effort to work with members of the Debtors'
senior management, analyzing and developing cash flow projections
and assisting the Debtors with respect to their efforts to prepare
for a chapter 11 filing.  As a result of the prepetition work
performed on behalf of the Debtors, MGBD has acquired significant
knowledge of the Debtors' business operations, financial affairs,
debt structure, restructuring efforts and other related matters.
Likewise, in providing prepetition services to the Debtors, MGBD
has worked closely with the Debtors' management and their other
advisors.  Accordingly, MGBD has developed relevant experience and
expertise regarding
the Debtors that will facilitate effective and efficient special
financial advisory services in these Chapter 11 cases.

As bankruptcy consultants and special financial advisor, MGBD
will:

   (a) advise and assist management in organizing the Debtors'
       resources and activities so as to effectively and
       efficiently plan, coordinate and manage the Chapter 11
       process and communicate with customers, lenders,
       suppliers, employees, shareholders and other parties in
       interest.  This includes assisting in the preparation of
       the Statement of Financial Affairs, Schedule of Assets and
       Liabilities and Monthly Operating Reports;

   (b) assist management in designing and implementing programs
       to manage or divest assets, improve operations, reduce
       costs and restructure as necessary with the objective of
       rehabilitating the business;

   (c) advise the Debtors concerning interfacing with Official
       Committees, other constituencies and their professionals,
       including the preparation of financial and operating
       information required by the parties or the Bankruptcy
       Court;

   (d) advise and assist management in preparing and amending
       its Plan of Reorganization and underlying Business Plan,
       if necessary, including the related assumptions and
       rationale, along with other information to be included in
       the Disclosure Statement;

   (e) advise and assist the Debtors in forecasting, planning,
       controlling and other aspects of managing cash, and, if
       necessary, obtaining DIP and Exit financing;

   (f) advise the Debtors with respect to resolving disputes and
       otherwise managing the claims process;

   (g) advise and assist the Debtors in negotiating a Plan of
       Reorganization with the various creditor and other
       constituencies;

   (h) as requested, render expert testimony concerning the
       feasibility of a Plan of Reorganization and other matters
       that may arise in the case; and

   (i) provide other services as may be required by the Debtors.

MGBD will be paid based on its Fee Structure, which consists of
these hourly rates:

       Billing Category                   Range
       ----------------                   -----
       Senior Managing Directors          $650
       Professional Staff                 $200-$550
       Paraprofessionals                  $100-$150

MGBD will also be reimbursed for reasonable and necessary out-of-
pocket expenses.

During the 90-day period prior to the date of the filing of the
Debtors' Chapter 11 cases, the Debtors paid MGBD a retainer.
Subsequent to September 1, 2011, MGBD will true-up the fees and
expenses for the prepetition period and apply the retainer to any
additional fees and expenses.  MGBD will hold the balance
of the retainer and apply the balance toward postpetition fees and
expenses.

The Debtors will also indemnify MGBD against all losses, claims,
damages, liabilities, penalties, judgments, awards, costs, fees,
expenses and disbursements including the costs, fees, expenses and
disbursements, as and when incurred, of investigating, preparing
or defending any action, suit, proceeding or investigation arising
out of or in connection with the engagement of MGBD.

Salvatore LoBiondo, Jr., a senior managing director of MGBD,
assures the Court that his firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code, as required
by Section 327(a) of the Bankruptcy Code, and does not hold or
represent any interest adverse to the Debtors' estates and has no
connection to the Debtors, its creditors or other parties-in-
interest in the Chapter 11 cases.

                    About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

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

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

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

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.
Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.


INNKEEPERS USA: Seeks Approval of Amended Commitment Letter
-----------------------------------------------------------
BankruptcyData.com reports that the Fixed/Floating Debtors' in the
Innkeepers USA Trust case filed with the U.S. Bankruptcy Court a
motion for an order (I) authorizing the Fixed/Floating Debtors to
enter into second amended commitment letter, (II) approving (A)
modifications to the Fixed/Floating Plan and confirmation order
and (B) amended New HoldCo/Midland commitment and (III)
authorizing the Fixed/Floating Debtors to settle an adversary
proceeding upon consummation of the Modified Fixed/Floating Plan.

According to the filing, "The Fixed/Floating Debtors, Midland,
Lehman, and SASCO have reached agreement with the Fixed/Floating
Plan Sponsors on the Second Amended Commitment Letter, which sets
forth the revised terms of a commitment by the Fixed/Floating Plan
Sponsors to purchase the equity in the Fixed/Floating Debtors for
just over $1 billion, and which, subject to the occurrence of the
Effective Date of the Modified Fixed/Floating Plan, resolves the
litigation filed by the Fixed/Floating Debtors and the Official
Committee of Unsecured Creditors against the Fixed/Floating Plan
Sponsors. Importantly, consummation of the transaction embodied in
the Second Amended Commitment Letter is a condition precedent to
the settlement of the litigation."

Under the agreement, Midland, as holder of the Class FF3A Fixed
Rate Pool Mortgage Loan Claim, will enter into a New Fixed Rate
Pool Mortgage Loan Agreement in the amount of $675 million and
receive New Fixed Rate Pool Mortgage Notes; Lehman, on account of
its Class FF3B Floating Rate Pool Mortgage Loan Claims, will
receive a cash payment in the amount of $224 million; SASCO will
no longer receive any cash distribution on account of its Class
FF4 Floating Rate Pool Mezzanine Loan Claims but will receive the
benefit of the release in Article VIII.E of the confirmed
Fixed/Floating Plan and all other holders of claims and interests
will continue to receive the treatment set forth in the confirmed
Fixed/Floating Plan.

The Court scheduled an Oct. 21, 2011 hearing on the matter.

                     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.


INPHASE TECH: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
InPhase Technologies filed for Chapter 11 with the U.S. Bankruptcy
Court for the District of Colorado on Oct. 18, 2011.  The company
said it is seeking to restructure by the end of 2011 as it deals
with existing creditors.

According to Inphase, Signal Lake, an investor in technology and
computer communications companies, has been seeking the best
possible route for rebuilding the company, and agreed with its
partners that Chapter 11 was the most expeditious means of
achieving that goal.

The Denver Business Journal reports that the company laid off its
60 employees and shut down in February 2010 before resuming
operations later in the year.  The report says the company
estimated assets of $50 million to $100 million and estimated
debts of $10 million to $50 million in its bankruptcy filing.
InPhase reported it owes its 20 largest creditors a combined $2.08
million.  The largest credit -- owed $422,987 -- is the Denver law
firm Morrison & Foerster LLP.

Based in Longmont, Colorado, InPhase Technologies --
http://www.inphase-tech.com-- develops holographic data storage
recording media and systems.  InPhase was founded in 2000.
InPhase is led by CEO Art Rancis and senior vice president of
engineering James Russo. Initial InPhase customers have included
the likes of Turner Broadcasting.


JEMA ENTERPRISES: Can't Pursue Claims Over Home Equity Loan
-----------------------------------------------------------
Jema Enterprises, LLC, et al., v. Border Capital Bank, Adv. Proc.
No. 11-07011 (Bankr. S.D. Tex.), seek leave to amend their
complaint and to add Security Land Title as a defendant.  Jema
Enterprises, Manual Ramirez, and Juana Ramirez filed the adversary
proceeding against Border Capital Bank on June 15, 2011. Jema
amended its complaint on June 22, 2011.  On Sept. 13, 2011, Jema
filed a Motion for Leave to Amend Complaint Under 15(a) and to
Join Additional Parties Under Rule 21.  Jema sought to add
additional causes of action and two new defendants: Security Land
Title LLC and First American Title Insurance Company.  Border
Capital argued leave to amend should be denied due to the futility
of certain causes of action.

Jema filed an initial response and an additional Motion to Amend
with a new Second Amended Complaint.  The new complaint reduced
the total causes of action and added only one new defendant,
Security Land Title.  Accompanying the new complaint was a new
response to Border Capital's futility arguments.

Jema's Second Amended Complaint lists four causes of action: (1)
Failure to Satisfy Texas's Requirements for Home Equity Loans
(Border Capital only); (2) Declaratory Judgment regarding the
validity of the liens; (3) Quiet Title/Remove Cloud on Title
(Border Capital only); (4) Violations of the Deceptive Trade
Practices Act (Security Land Title only).

In an Oct. 19, 2011 Memorandum Opinion, a copy of which is
available at http://is.gd/IdanZefrom Leagle.com, Bankruptcy Judge
Marvin Isgur granted Jema leave to amend with respect to all
claims except for the Home Equity Loan cause of action.  The Court
also granted Jema leave to add Security Land Title as a defendant.

Although leave to amend should be freely given, the Court will not
allow the Plaintiffs to plead futile causes of action, Judge Isgur
said.  The judge held that as argued by Border Capital, it is
clear the statute of limitations has run.

Jema argues the statute of limitations doesn't apply because: (1)
plaintiffs didn't learn of the violations until they spoke with a
lawyer and (2) because Border Capital fraudulently concealed
relevant information and/or failed to disclose such information.
In short, Judge Isgur said, Jema contends the "discovery rule"
means the statue of limitations did not begin until (i) Jema
consulted with counsel; and (ii) Border Capital affirmatively
disclosed that its actions violated the law.

"Neither argument has merit. The discovery rule concerns the
discovery of new facts not previously known to the plaintiffs. It
does not pertain to the sudden realization that previously known
facts violated the law," Judge Isgur explained.

Moreover, the judge continued, Jema offered no reason why Border
Capital would have a duty to disclose a prior violation of the
home equity laws. Jema provided no factual support for the claim
Border Capital fraudulently concealed relevant information.

"At the hearing it became clear Jema was aware of all relevant
facts.  Jema was simply unaware of the law," the judge pointed
out.

                      About Jema Enterprises

Jema Enterprises, LLC, in McAllen, Texas, filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 11-70218) on April 4, 2011.
The case was initially assigned to Judge Richard S. Schmidt.  The
Law Offices of Antonio Villeda -- avilleda@mybusinesslawyer.net --
serves as counsel to the Debtor.  In its petition, Jema estimated
$1 million to $10 million in assets and debts.  The petition was
signed by Manuel Ramirez, member.

Manuel and Juana P. Ramirez filed a separate petition on the same
day.


JAMESON INN: Affiliate Files for Bankruptcy to Halt Foreclosure
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that court papers show the
Jameson Inn hotel chain moved to halt a planned foreclosure by
creditor Colony Capital LLC by putting an affiliated entity into
Chapter 11 bankruptcy protection.

As reported in the Troubled Company Reporter on Aug. 26, 2011,
Daily Bankruptcy Review said that a person familiar with the
matter said private-equity investor Colony Capital LLC removed a
potential competitor in its bid to foreclose on the Jameson Inn
hotel chain by purchasing the $39 million portion of Jameson's
mezzanine debt held by AllianceBernstein Holding LP.  Colony now
holds $78 million of the mezzanine debt, putting Colony in prime
position to follow through on its bid to foreclose on Jameson.
The report related Jameson's $330 million of debt came due Aug. 9,
but that date passed without payment from Jameson or owner JER
Partners.  Colony and AllianceBernstein declared Jameson in
default.  The report said a foreclosure auction in the case is
scheduled for Sept. 23.  According to DBR, analysts have estimated
that Jameson's hotels collectively are worth less than the chain's
total debt, making any refinancing difficult.  The source also
told DBR that Colony requested an extension of the due date of
Jameson's $170 million first mortgage.  DBR said Wells Fargo &
Co.'s Wachovia Corp is the servicer overseeing that securitized
mortgage.

                          About Jameson

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put $330
million of debt on the chain to finance the buyout.

Colony specializes in real estate and has roughly $34 billion of
assets under management.


JEMANYA CORP: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Jemanya Corp.
                55 South Fifth Street
                Brooklyn, NY 11211

Case Number: 11-48762

Involuntary Chapter 11 Petition Date: October 16, 2011

Court: Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Petitioners' Counsel: Lawrence Morrison, Esq.
                      New York, NY 10017
                      Tel: (212) 655-3582

Jemanya Corp.'s petitioners:

  Petitioner               Nature of Claim        Claim Amount
  ----------               ---------------        ------------
Augusto Hernandez        Goods delivered        $25,000
c/o AJ Ironwork
Renovtions Corp
466 Carrol Street
Brooklyn, NY 11215

Charan Singh, Har Ji     Goods delivered        $20,000
Plumbing & Heating Corp.
117-02 Atlantic Avenue
Queens, NY 11215

Pablo Castro             Goods delivered        $10,000
c/o Image Renovations
Corp
25-14 89th Street
Jackson Heights, NY

Yali Omar Perez          Goods delivered        $9,750
518 Cresent Avenue
Brooklyn, NY 11208

Alfredo Villatoro        Goods delivered        $7,875
1515 West 7th Street#D3
Brooklyn, NY 11204

Marvin Matute            Goods delivered        $7,350
300 Day Avenue
Fairview, NJ 07022

Kerwin Santos            Goods delivered        $6,550
300 Day Ave
Fairview, NJ 07022


JM HUBER: Moody's Assigns 'B1' CFR; Outlook Positive
----------------------------------------------------
Moody's Investors Service assigned a CFR of B1 to JM Huber
Corporation (Huber), and rated its $225 million senior unsecured
notes offering at B2 (LGD4, 63%). Proceeds from the notes and a
new bank facility are expected to be used to repay existing
revolver balances and build cash in anticipation of the maturity
of the company's 2012 notes. The rating on the notes is subject to
final review of the offering documents at closing. The rating
outlook is positive.

Ratings Assigned:

JM Huber Corporation

Corporate Family Rating -- B1

Probability of Default Rating --B1

$225 million Senior Unsecured Notes due 2019 -- B2 (LGD4, 63%)

Outlook: Positive

The B1 Corporate Family Rating (CFR) assigned to Huber is
constrained mainly by elevated leverage, its recent history of
negative free cash flow, and the significant restructuring of its
operations over the past several years. Moody's notes that if
divested operations and property divestitures over the last three
years are considered Huber did generate positive cash flow. Upon
completion of the October 2011 refinancing transactions, pro forma
Debt/EBITDA is expected to be about 3.7x (reflecting Moody's
standard analytical adjustments). Other factors constraining the
ratings include the potential weakening of the company's specialty
chemical businesses in the event of a weakening global economy.
The company runs its operations through three main business
segments: CP Kelco and Huber Engineered Materials that focus on
specialty chemicals, and Huber Engineered Woods whose focus is
engineered wood products. Moody's notes that Huber's chemical
businesses performed reasonably well in the 2008 and 2009 weak
global economy. Post restructuring efforts Huber's wood products
business (HEW) is currently breakeven on an EBITDA basis given its
exposure to the US new home construction and repair and remodeling
industries. These industries also have a significant impact on the
demand for the product lines of other Huber businesses,
specifically HEM's ground calcium carbonate (GCC -- a filler for
plastics, paints and adhesives) and alumina trihydrate (ATH --
fire retardant for plastic applications) products. Each of these
specific product lines has been materially impacted by the ongoing
period of distress in the U.S. housing market, which Moody's
expects to remain at depressed levels throughout 2012. Of
additional concern is the need, as a family owned company to
sustain the annual $20 million per year in dividends as well as
the ongoing narrow financial disclosure that is inherent with a
non-SEC filer.

The positive outlook recognizes the recent completion of
restructuring efforts by management and the prospect for
continuing improvement in cash flows and credit metrics. The
company's expanding presence in emerging markets, as well as its
vocalized desire to achieve, over time, investment grade credit
metrics are also viewed as credit positives. Moody's expects that
JM Huber's revenues will experience modest growth and maintain
good profitability over the next several years, assuming that it
will retain its leading market positions in its key products and
continues to move away from commodity applications. Additionally
the positive outlook assumes the US and Europe do not become mired
in another recession.

Should the company continue to leverage its successful
restructuring efforts into stronger cash flows on a sustained
basis (6-12 months), Moody's would likely consider upgrading the
ratings particularly if free cash flow to debt were to exceed 5%
and Debt/EBITDA were to drop below 3.5 times on a sustainable
basis.

The ratings could be downgraded if market conditions in the
company's two core specialty chemical businesses were to
deteriorate significantly, resulting in shrinking margins and
leverage above 5.0 times.

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

JM Huber is a privately-held, diversified specialty chemical and
engineered materials company founded in New Jersey in 1883. The
company runs its operations through three main business segments:
CP Kelco, Huber Engineered Materials, and Huber Engineered Woods.
The company sold the majority of its remaining timber land
holdings at the end of June 2011, and reached agreement to sell
its energy business in the second half of 2011. Revenues for the
LTM ended 6/30/2011 were approximately $1.5 billion.


JM HUBER: S&P Assigns 'BB-' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' corporate
credit rating to Edison, N.J.-based specialty materials and wood
products producer J.M. Huber Corp.

The outlook is stable.

"At the same time, we assigned a 'BB-' issue rating and a '4'
recovery rating to the company's proposed offering of $225 million
of senior unsecured notes due 2019. The '4' recovery rating
indicates our expectation of average (30% to 50%) recovery for
noteholders in the event of a payment default," S&P related.

The corporate credit rating on privately held J.M. Huber Corp.
reflects its fair business risk profile and aggressive financial
risk profile.

Huber manufactures specialty materials and oriented strandboard
(OSB), a plywood substitute used primarily in new residential
construction. It also has a small timberland management business.
Huber expects to close on the sale of its natural gas property
development business in the fourth quarter of 2011 for proceeds of
about $30 million, a portion of which may be in the form of notes.

Huber's financial performance has suffered in recent years because
of weak demand for OSB and, more recently, low natural gas prices
and rising raw material costs. "Given a poor natural gas pricing
outlook for at least the next few years, Huber's small scale in
this business, and heavy capital spending requirements, we regard
Huber's decision to exit the gas business as positive for both the
business and financial risk profiles," S&P said.

Huber has steadily and significantly reduced debt in recent years,
primarily with proceeds from the sale of noncore assets.
Nevertheless, because of weakness in OSB markets, debt leverage
remains aggressive.

Huber has embarked on an initiative to reshape its business mix to
further reduce cyclicality and intends to significantly increase
EBITDA in coming years. "We believe that this may involve
acquisitions to extend its specialty materials product lines.
However, we assume the company will undertake them with a view to
avoiding deterioration of the financial profile," S&P said.

S&P's key assumptions affecting Huber's operating performance
during the next year include:

    Subdued global economic conditions, with continued weakness in
    U.S. housing;

    Benefits from Huber's recent capacity additions in certain
    specialty ingredient product lines;

    Improved pricing to offset raw material cost inflation;

    OSB improving to near break-even cash flow; and

    The company's exit from the gas business in 2011.

The outlook is stable. In the face of business and economic
challenges, management's commitment to strengthening credit
quality is an important rating consideration. "We believe that
through gradual earnings improvement and modest net debt
reduction, funds from operations to net adjusted debt will
strengthen to the 15%-20% range we consider appropriate for the
ratings. The stable outlook also incorporates our expectation that
Huber completes the proposed refinancing during the next several
weeks," S&P stated.

"We could lower the rating if refinancing delays lead to liquidity
concerns," S&P said.

"We could also lower the ratings if macroeconomic conditions
worsen more than we expect, if the company is unable to pass on
heightened raw material costs to its customers in a timely manner,
or if more competitive market conditions result in lower operating
profitability. A downgrade would also occur in the unexpected
event of a shift to more aggressive financial policies," S&P
stated.

"We anticipate that Huber's cash flow generation will eventually
increase as a result of a cyclical recovery in U.S. housing
markets, although this is unlikely to occur during the next one to
two years. We also believe that the company is likely to continue
reshaping its portfolio to grow in the less-cyclical specialty
ingredients business. We would expect potential portfolio changes
to result in higher and more consistent cash flow generation. If
the company can accomplish this without increasing leverage, we
could consider an upgrade. We would consider a one-notch upgrade
(to a 'BB' corporate credit rating) if Huber generates
consistently positive discretionary cash flow and its funds from
operations to adjusted total debt ratio consistently exceeds 20%,"
S&P stated.


KINGSBURY CORP: Utica Leaseco Withdraws Case Dismissal Plea
-----------------------------------------------------------
The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire, at the Oct. 6 hearing, disclosed that
Utica Leaseco, LLC's motion to dismiss the Chapter 11 case of
Kingsbury Corporation was withdrawn.

In its objection, the Debtor denied that Utica or Maynards will
suffer harm as a result of the auction being stayed.

Utica Leaseco, asserted that the Debtor's pleadings  indicate that
the Debtor will suffer substantial losses of at least $125,000 if
it is allowed to regain title and possession of Utica's Equipment.
Moreover, the Debtor's financial projections show that it will
have very limited capital (approximately $48,000) as of Oct. 21,
2011.  Therefore, it is clear that there is no likelihood of
rehabilitation.

Utica is represented by:

         Daniel W. Sklar, Esq.
         Lee Harrington, Esq.
         Nixon Peabody, LLP
         900 Elm Street
         Manchester, NH 03101
         Tel: (603) 628-4000
         Fax: (603) 628-4040

                      About Kingsbury Corp.

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

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


KINGSBURY CORP: Section 341(a) Meeting Scheduled for Nov. 1
-----------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of creditors
in Kingsbury Corporation's Chapter 11 case on Nov. 1, 2011, at
2:00 p.m.  The meeting will be held at Room 702, Seventh Floor,
1000 Elm Street, Manchester, New Hampshire.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Individuals or entities have until Jan. 30, 2012, to file proofs
of claims.

                      About Kingsbury Corp.

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

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


LAS VEGAS RUSSELL: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Las Vegas Russell Road, LLC
        c/o Realty Advisory Group
        1613 Chelsea Road, #190
        San Marino, CA 91108

Bankruptcy Case No.: 11-53302

Chapter 11 Petition Date: October 17, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Victor A. Sahn, Esq.
                  SULMEYERKUPETZ, A PROFESSIONAL CORPORATION
                  333 S. Hope Street, 35th Floor
                  Los Angeles, CA 90071-1406
                  Tel: (213) 626-2311
                  Fax: (213) 629-4520
                  E-mail: vsahn@sulmeyerlaw.com

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

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

The Company's list of its 10 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb11-53302.pdf

The petition was signed by James W. Abbott, president of Realty
Advisory Group, Inc., and Frank W. Abbott, Jr., president of
Abbott Bros. Development, Inc., co-managing members.


LE-NATURE'S: Ex-CEO Deserves 20 Years for Fraud, Prosecutors Say
----------------------------------------------------------------
Jake Simpson at Bankruptcy Law360 reports that prosecutors asked a
federal court Monday to hand Le-Nature's Inc. ex-CEO Gregory
Podlucky a 20-year prison sentence for his role in a $668 million
accounting fraud, arguing he hadn't recovered nearly as much money
for creditors as he'd claimed in the firm's bankruptcy
proceedings.

Law360 says Mr. Podlucky pled guilty in June to tax fraud,
securities fraud and money laundering, admitting he had
orchestrated a massive accounting scheme at Latrobe, Pa.-based Le-
Nature's, a bottling company.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006.  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a Chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

In July 2008, the Chapter 11 plan of liquidation for Le-Nature's
took effect.


LEHMAN BROTHERS: Continues to Dominate Trading in Claims
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. continues to dominate
trading in claims of bankrupt companies.  The $4.4 billion of
Lehman claims traded in September represented 97% of the value of
all claims swapped in the month, according to data compiled from
court records by SecondMarket Inc.  With 941 trades, Lehman and
its brokerage subsidiary accounted for 74% of the number of claim
trades, SecondMarket reported.

Mr. Rochelle notes that no other bankrupt company comes even close
to Lehman.  Excluding a bankrupt company where one large claim was
traded, Great Atlantic & Pacific Tea Co. had the second-most
trading activity, generating $23.4 million in trades, or 0.5% of
the amount of Lehman transfers.

Mr. Rochelle also notes that claims trading is trailing 2010's
record pace.  Through the third quarter last year, total trades
were $7 billion more than the comparable period in 2011, the
SecondMarket report says.  Trading in Lehman claims isn't flagging
even though the former investment bank's reorganization plan is
set for approval by the bankruptcy judge at a Dec. 6 confirmation
hearing.  Lehman has dominated claims trading since May 2009,
SecondMarket said.

                       About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Lloyd's to Pay $500,000 to Settle With GameTech
----------------------------------------------------------------
Lehman Brothers Holdings Inc. seek court ruling authorizing
certain underwriters at Lloyd's, London to pay $500,000 to settle
an arbitration case filed by GameTech International Inc.

Earlier, GameTech reached an agreement with current and former
Lehman officers and employees to settle the arbitration case,
styled GameTech International, Inc. v. Lehman Brothers Inc., et
al.  The case, which is overseen by the Financial Industry
Regulatory Authority, stemmed from alleged securities law
violations committed by the defendants in connection with
GameTech's investment in auction rate securities.

Judge James Peck will hold a hearing on November 16, 2011, to
consider approval of the request.  The deadline for filing
objections is November 2, 2011.

Essex Equity Holdings USA LLC asked the Court to reject Lehman
Brothers Holdings Inc.'s bid to release other insurers from
policies issued to former executives, saying the insurance
dispute was not proper for the court.

In a limited objection, Essex Equity argues that the debtor's bid
to grant releases in connection with the directors and officers
policies "places the court directly in the middle of an insurance
coverage dispute, a dispute this court has cautioned it would not
hear and about which virtually no information is provided by
[the] Debtors."

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LEHMAN BROTHERS: Proposes to Assume Agreement With Ritz-Carlton
---------------------------------------------------------------
Lehman Brothers Holdings Inc. seeks court approval to assume an
agreement that would ensure Ritz-Carlton Hotel Company LLC's
continued management of a resort hotel and condominium in Hawaii.

The move is part of LBHI's plan to take title to the hotel after
it emerged as the winning bidder at a public auction of the
property on May 5, 2011.

Prior to the auction, the company won approval from the Hawaii
Circuit Court to foreclose on the mortgage on the property.  The
mortgage was executed by W2005 Kapalua/Gengate Hotel Realty LLC
to secure its $232.4 million loan from LBHI.

The agreement, known as Subordination, Non-Disturbance and
Attornment Agreement, requires LBHI to enter into a revised
management agreement with Ritz-Carlton.

The revised management agreement calls for Ritz-Carlton's
continued management of the hotel.  LBHI's designee, RCK Maui
LLC, will also assume certain obligations of W2005 Kapalua under
the revised management agreement.

Judge James Peck will hold a hearing on October 27, 2011, to
consider approval of the proposed assumption of the agreement.
The deadline for filing objections is October 20, 2011.

Earlier, the bankruptcy judge authorized LBHI to file under seal
the SNDA and the management agreement, which reportedly contain
confidential information.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LEHMAN BROTHERS: Committee Backs EUR328MM Loan Restructuring
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers'
cases expressed its support for the approval of the proposed
restructuring of the EUR328 million mezzanine loan facility Lehman
Commercial Paper Inc. entered into with Zwinger OpCo 6 B.V.

The Creditors' Committee said the proposed restructuring
"provides the best strategy available" for LCPI to maximize the
value of its stake in the loan facility for the benefit of its
estate and creditors.

LCPI provided financing to Zwinger OpCo, a Dutch company, in 2007
for the acquisition of about 95% of the units in an Italian real
estate fund.  It proposed to restructure the loan facility to
maximize its recoveries from its debt position in that facility.

The company has not been receiving amounts due to it under the
loan facility allegedly because of a non-functioning security
agent and the delayed pace of asset sales caused the slowdown in
the Italian real estate market, according to court filings.


LEHMAN BROTHERS: Committee Backs 2012 Incentive Program
-------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers'
cases expressed its support for the implementation of a $12
million incentive plan for employees working to unwind the
derivatives business of Lehman Brothers Holdings Inc.

"The Committee believes that the 2012 incentive plan embodies a
properly targeted program that provides appropriate incentives to
the professionals who are working hard to maximize the value of
the Debtors' portfolio of derivatives contracts," said the
Committee's lawyer, Dennis Dunne, Esq., at Milbank Tweed Hadley &
McCloy LLP, in New York.

                       Incentive Program

As reported in the Oct. 7, 2011 edition of the TCR, the Debtors
seek court approval to create a $12 million incentive plan for
employees working to unwind their derivatives business.

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

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

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

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

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

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

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LEHMAN BROTHERS: Withdraws Plea for Giants Documents
----------------------------------------------------
Lehman Brothers Holdings Inc. withdrew its motion to compel
Giants Stadium LLC to turn over documents related to its role as
partner in a swap deal.

The motion was filed following Giant Stadium's refusal to turn
over certain documents that it shared with its financial adviser,
Goldman Sachs & Co.

Earlier, LBHI served Giants Stadium with a subpoena to produce
the documents in connection with its investigation of Giants
Stadium's $301.8 million claim against the company and Lehman
Brothers Special Financing Inc.

The claim stemmed from the swap deal Giants Stadium entered into
with LBSF in connection with the $650 million in securities it
issued to finance the construction of the New Meadowlands
stadium.  The swap deal was terminated by Giants Stadium after
the Lehman units filed for bankruptcy protection in September
2008.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LIVERPOOL CITY HOSPITAL: Moody's Lowers LT Bond Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa2 the
long-term bond rating assigned to East Liverpool City Hospital's
(ELCH) $9.8 million of outstanding bonds issued by the City of
East Liverpool, Ohio. The outlook remains negative.

SUMMARY RATING RATIONALE

The rating downgrade is a result of the continued large operating
losses and cash flow deficit through nine months of FY 2011,
following a major downturn in performance in FY 2010, due
primarily to sizeable volume declines related to physician
departures. The outlook remains negative, which is indicative of
Moody's belief that financial performance may experience further
erosion for the remainder of FY 2011 and during FY 2012 if
management's strategies to improve performance are unsuccessful
and further reduce cash. In addition, management does not expect
the organization to be cash flow positive for FY 2011, and has
used cash reserves to support the operations of the hospital.

CHALLENGES

Material erosion in financial performance in fiscal year (FY) 2010
and through nine months of FY 2011, with a -14.9% operating margin
and negative cash flow generation (-5.2% margin) in FY 2010, and a
-11.6% operating margin and -2.4% operating cash flow margin
through nine months of FY 2011; the multi-year downturn in
performance results in materially weak debt coverage of 0.81 times
maximum annual debt service (MADS) coverage and unfavorably high
27.1 times debt-to-cash flow through nine months of FY 2011

FY 2011 will mark the sixth consecutive year of operating losses
and the second consecutive year of negative operating cash flow;
the hospital has not generated break-even performance from
operations since FY 2005 and relies heavily on investment income
to support operations

While unrestricted cash levels remain relatively high for the
rating category, as of September 30, 2011 cash had declined by
$9.5 million, to $60.4 million (361 days cash on hand), down from
$69.9 million (439 days cash on hand) held at fiscal yearend (FYE)
2010; similarly, cash-to-debt declined to 224.2% from 259.4%, and
Moody's expects cash will continue to decline for the remainder of
FY 2011 and into FY 2012

Large inpatient volume declines with an 8.6% drop in FY 2009 and a
10.8% reduction in FY 2010 contributing to revenue contraction in
both years; volumes have stabilized somewhat through nine months
of FY 2011 with inpatient volumes down slightly (-0.2%) compared
to the prior year same period

An acceleration of ELCH's Series 2006 variable rate demand bonds
($17.2 million outstanding) is possible if the hospital is unable
to meet its letter of credit (LOC) covenant of a minimum 1.2 times
debt service coverage ratio; management indicates there is a
possibility that the hospital will be unable to meet this covenant
when it is measured at fiscal yearend 2011

Recent management turnover has resulted in a slow reaction to the
weak financial performance and physician departures that occurred
in 2010; the hospital's Chief Executive Officer (CEO) position was
filled by an interim CEO from July 2010 and until November 2010,
and the hospital's Chief Financial Officer (CFO) position was held
by an interim CFO from March 2011 until August 2011; the current
CEO (permanent) has been with ELCH since November 2010 and the
current CFO (permanent) joined ELCH in August 2011

FY 2012 budget is not expected to show break-even operating
performance as management anticipates $3-4 million operating
losses for the year; management is relying on physician
recruitment and alignment strategies and revenue cycle
improvements to recover lost volumes and to grow revenues

Below average service area demographics as indicated by declining
population, high unemployment relative to state and national
averages, and low median income levels results in a high
dependence on governmental payers (Medicare, Medicaid, and self-
pay payers account for 73% of the hospital's gross revenues)

STRENGTHS

Historically strong balance sheet with unrestricted cash and
investments totaling $60.4 million as of September 30, 2011 (361
days cash on hand), although as noted above, cash levels have
declined substantially from FYE 2010

Relatively low debt-load, with absolute debt of $26.9 million and
cash-to-debt adequate at 224.2%; ELCH's debt profile consists of
62% variable rate demand debt which poses put risk and accelerated
payment risk, although cash-to-demand debt is strong at 351.9%

Dominant market share (management-reported) in the hospital's
primary service area of Columbiana County (80% in FY 2008),
although more recent market share data is not available and
Moody's expects some erosion of market share due to the
significant volume losses in FY 2009 and 2010

OUTLOOK

The negative outlook reflects Moody's belief that financial
performance and volumes will continue to remain weak in FY 2012 if
management's strategies to recruit physicians and grow revenues
are unsuccessful, as well as the possibility that cash balances
may decline further following two years of negative cash flow from
operations.

WHAT COULD MAKE THE RATING GO UP

Material improvement in operating performance including better
than break-even operating margins, significant improvement in
volume trends and material growth in revenue base, and much
improved debt service coverage measures; a rating upgrade in the
next 12 to 18 months is unlikely.

WHAT COULD MAKE THE RATING GO DOWN

Continuation of FY 2011 levels of operating performance during FY
2012, further volume declines, reduction in cash balances,
increase in debt.

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


LORAUX ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Loraux Enterprises, LLC
        c/o Greta Loraux, Manager
        1050 Brightwood St.
        Monterey Park, CA 91754

Bankruptcy Case No.: 11-26337

Chapter 11 Petition Date: October 17, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: James W. Kwon, Esq.
                  JAMES KWON, LLC
                  8925 W. Pos Rd, #120
                  Las Vegas, NV 89148
                  Tel: (702) 515-1200
                  Fax: (702) 515-1201
                  E-mail: jkwon@jwklawfirm.com

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

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-26337.pdf

The petition was signed by Greta Loraux, manager.


LOS ANGELES DODGERS: Judge OKs Protective Discovery Bid
-------------------------------------------------------
Erin Coe at Bankruptcy Law360 reports that U.S. Bankruptcy Judge
Kevin Gross signed off Wednesday on a bid by the Los Angeles
Dodgers and other parties for a protective order in the case after
they asserted that discovery would likely include sensitive
confidential information related to a broadcasting contract.

Judge Gross approved the protective order stipulation proposed by
the baseball team, Major League Baseball, the unsecured creditors
committee and a Fox Sports Net Inc. unit, finding that good and
adequate cause existed, according to Law360.

                      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.


LYONDELL CHEMICAL: Blavatnik Balks at Trustee's $300MM Claim
------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that private equity mogul
Leonard Blavatnik struck back Tuesday against a lawsuit by the
Lyondell Chemical Co. trustee, saying the judge shouldn't force
him and his company to fork over $300 million that Lyondell paid
on a line of credit it received after its ill-fated leveraged
buyout.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


M WAIKIKI: Hearing on Bickel & Brewer Hiring Continued to Nov. 2
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii has continued
until Nov. 2, 2011, at 10:00 a.m., the hearing to approve M
Waikiki LLC's request to employ Bickel & Brewer as special
litigation counsel to represent the Debtor in the Marriott
Litigation pending in the Supreme Court of the State of New York,
County of New York.

As reported in the Troubled Company Reporter on Sept. 29, 2011,
prepetition, the firm has represented the Debtor in the New
York Litigation and the firm has obtained substantial amount of
knowledge about the Debtor and its disputes with Marriott and
other defendants in the New York Litigation.

Bickel & Brewer will charge its legal services at 50% of its
ordinary and customary hourly rates in effect on the date services
are rendered, and in consideration for its reduced fess, Bickel &
Brewer will have a 20% contingent interest in the net proceeds, if
any, in the Marriott Litigation.

Bickel & Brewer's personnel having primary responsibility in the
Debtor's case and their hourly rates are:

          William A. Brewer III, partner                $1,250
          James S. Renard, partner                        $875
          Michael S. Gardner, partner                     $725
          Alexander D. Widell, partner                    $700
          Anand Sambhwani, associate                      $425
          David E. mattiesen, director of consulting      $625
            (in-house business consultant)

On Aug. 31, 2011, Davidson Family Trust, a member of the Debtor
and the junior lender to Debtor paid Bickel & Brewer $345,000 for
services rendered prepetition.

Mr. Collins assured the Court that Bickel & Brewer is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Court also ordered that Bickel & Brewer will have until
Oct. 26, to file a response to the objections.

                          About M Waikiki

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

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

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

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

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


MACCO PROPERTIES: Ch. 11 Trustee Gets Interim Approval for Loan
---------------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma authorized, on an interim basis,
Michael E. Deeba, Chapter 11 trustee of the bankruptcy estate
of Macco Properties, Inc., to engage in postpetition borrowing or
transactions outside the ordinary course of business.

As reported in the Troubled Company Reporter on Oct. 4, 2011,
Macco is indebted to Quail Creek under the terms of four
Commercial Loan Guaranty Agreements by which Macco unconditionally
guaranteed to Quail Creek all obligations of four limited
liability companies of which Macco is 100% owner and manager:

   (a) JU Madison Park Apartments, LLC;
   (b) LP Parkwood Village Apartments, LLC;
   (c) LP Southeast Village Apartments, LLC; and
   (d) LP Chalet Apartments, LLC.

Pursuant to the Oklahoma Limited Liability Company Act, Macco's
membership interest in the four LLCs constitutes the personal
property of the member.  Upon Macco's bankruptcy filing, it
effectively transferred its membership interest to the bankruptcy
estate, Mr. Deeba says.  He explains that because there are no
other members of the LLCs, the entire membership interests passed
to the bankruptcy estate, and he has become a substituted member.

The Chapter 11 Trustee said that interest payments on the loans
with all four LLCs have been brought current with the exception of
Parkwood Village, but he intended to pay its balance.  He also
disclosed that he has been in negotiation with Quail Creek, which
has agreed that if the interest payments are brought current, it
will agree to the execution of Forbearance Agreements under which
he will commence making regularly scheduled monthly principal and
interest payments for both Parkwood Village and Madison Park in
October 2011.

The Treasurer of Sedgwick County, Kansas, has brought an action
against Parkwood Village to foreclose a tax lien for unpaid ad
valorem taxes for the years 2006 through 2010 in the aggregate
amount of $256,948.  The foreclosure sale for the tax liens is
presently set for October 17, 2011.  In consideration of the
Chapter 11 Trustee entering into the Forbearance Agreement, Quail
Creek has agreed to pay the $256,948 in past due property taxes so
as to permit redemption of the Parkwood Village property from the
impending tax lien foreclosure sale.  The equity, which Macco has
in Parkwood Village, is an asset of the bankruptcy estate which it
is incumbent upon him to protect, Mr. Deeba asserts.

Quail Creek has agreed to enter the Forbearance Agreements and the
pending related loan documents to be executed in conjunction
therewith conditioned upon the Court authorizing and approving the
Forbearance Agreements and associated loan documents.  The terms
of the Forbearance Agreements and the associated loan documents
generally provide for these:

   -- Quail Creek Bank would pay the past due property taxes on
      Parkwood Village, in the amount of $256,948 by advancing
      that amount on the loan;

   -- Frontier State Bank would agree to purchase 100% of the
      loan to Parkwood Village;

   -- Frontier State Bank would agree to accept an assignment of
      the loans to Parkwood Village and Southeast Village;

   -- Quail Creek Bank would agree to purchase back an amount
      equal to the Parkwood Village loan in the participation to
      Madison Park so that each Bank's outstanding loan balance
      would remain unchanged;

   -- Quail Creek Bank would request the Chapter 11 Trustee to
      seek approval from the Court to operate Parkwood Village
      and Southeast Village as a single complex making the cash
      flow from both complexes available to service the
      respective loans;

   -- Quail Creek Bank and the Chapter 11 Trustee would enter
      into a Forbearance Agreement for Parkwood Village to
      require monthly payments of $22,682 based upon a new
      20-year amortization.  This is based upon a principal
      balance of $2,881,236, property taxes of $256,948, and
      additional interest and penalty of $12,764, for an
      estimated principal amount of $3,150,000;

   -- Quail Creek Bank and the Chapter 11 Trustee would enter
      into a Forbearance Agreement for Southeast Village for a
      new estimated amount of $1,360,000 (principal and interest)
      requiring a monthly payment of $9,750 on a new 20-year
      amortization; and

   -- The Chapter 11 Trustee would execute second mortgages on
      Parkwood Village and the Southeast Village to
      cross-collateralize the two loans.

The Chapter 11 trustee believed that the Debtor's estate will
suffer immediate and irreparable harm if he is not authorized to
enter into the proposed postpetition borrowing Forbearance
Agreements with Quail Creek as proposed herein pending a final
hearing.  He contended that in the event that the proposed
Forbearance Agreements with Quail Creek are not approved, his
ability to successfully reorganize the estate will be jeopardized.

The trustee set a Nov. 7 hearing, at 10:00 a.m. for the approval
of his request for further access to the loan.

The trustee is represented by:

         James H. Bellingham, Esq.
         Janice D. Loyd, Esq.
         BELLINGHAM & LOYD, P.C.
         620 North Robinson, Suite 207
         Oklahoma City, OK 73102
         Tel: (405) 235-9371
         Fax: (405)232-1003
         E-mails: jdltrustee@bellinghamloyd.com
                  jbellingham@bellinghamloyd.com

Quail Creek Bank is represented by:

         Bart A. Boren, Esq.
         WILLIAMS, BOREN & ASSOCIATES, P.C.
         401 N. Hudson, Suite 200
         Oklahoma City, OK 73102
         Tel: (405)232-5220
         Fax: (405)232-1963
         E-mail: bboren1@cox.net

                     About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  G. Rudy Hiersche,
Jr., Esq., at the Hiersche Law Firm, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $50,823,581 in total
assets, and $4,323,034 in total liabilities.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MACROSOLVE INC: Settles Infringement Suits with 37 Companies
------------------------------------------------------------
MacroSolve, Inc., issued a letter to its shareholders.  The letter
provides further details on these business catalysts:

   * MacroSolve has already reached settlement agreements with
     several of the 37 companies against which it has filed patent
     infringement suits.

   * Licensing discussions are underway with the remaining
     majority of these companies.

   * The most recent lawsuits filed are against companies
     including AT&T, Citigroup, Dell, Groupon, and Living Social.

   * MacroSolve has filed one additional patent application in the
     third quarter and plans to pursue further filings in the
     future.

   * Distribution and partnership agreements have been established
     with some of the largest names in advertising and branding
     including Donald Trump Jr. and The Richards Group/

   * The Company has added management depth and talent including
     Steve Signoff as CEO and Howard Janzen as Chairman of the
     Board.

Shareholders and prospective investors may view the letter in full
at http://www.macrosolve.com/about/investors/

                       About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

The Company's balance sheet at June 30, 2011, showed $1.86 million
in total assets, $2.48 million in total liabilities, and a
$612,657 total stockholders' deficit.

As reported in the Troubled Company Reporter on April 7, 2010,
Hood Sutton Robinson & Freeman CPAs, P.C., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's recurring losses from operations and net capital
deficiency.


MAQ MANAGEMENT: Files Plan, Promises to Pay Unsecureds in 5 Years
-----------------------------------------------------------------
On Oct. 13, 2011, MOA Management, Inc., Super Stop Petroleum,
Inc., Super Stop Petroleum, I, Inc., and Super Stop Petroleum IV,
Inc., filed their Consolidated Chapter 11 Plan of Reorganization
(Doc. No. 205), with the U.S. Bankruptcy Court for the Southern
District of Florida, in compliance with the Court Order.

The Plan designates 16 Classes of Claims and Interests:

Class  1 ? Priority Claims
Class  2 ? County Tax Collectors
Class  3 ? Branch Banking and Trust Company
Class  4 ? Giant Oil, Inc.
Class  5 ? Fifth Third Bank
Class  6 - 1st National Bank of South Florida
Class  7 ? First State Bank of Arcadia
Class  8 ? Wauchula State Bank
Class  9 ? Iberia Bank
Class 10 ? Premier American Bank, N.A.
Class 11 ? Capital Bank, N.A. (f/k/a NAFH National Bank)
Class 12 ? [INTENTIONALLY OMMITTEE]
Class 13 ? General Unsecured Claims (of the Class 3?12 Claimants)
Class 14 ? Unsecured Deficiency Claims
Class 15 ? Related Party Unsecured Claims
Class 16 ? Equity Interests of the Debtors

Holders of allowed Class 1 Priority Claims will be paid in full
within 30 days of the Effective Date of the Plan.

Secured creditors (Classes 3 through 12) will be paid from cash
flow generated from future operations and future income of the
Debtors.  The precise treatment of the claims of secured creditors
in Classes 3 through 12 are found in pages 7 to 15 of the plan.

Upon default of the Plan provisions which is not cured by the
Debtors within 60 days of such default with respect to Classed 3
through 12, the Debtors consent to entry of a foreclosure judgment
with respect to the collateral securing the defaulted Claim.

The Allowed Class 13 General Unsecured Creditors claims will be
paid the entire amount of their allowed claims in 20 equal
quarterly installments beginning on the later of 90 days following
(x) the Effective Date or (y) the claims objection deadline,
except that those allowed Class 13 Claims totaling $1,000 or less
will not be paid in installments but will receive their entire pro
rata distribution in one lump sum within 365 days of the Effective
Date.

The Allowed Class 15 Unsecured Claims of affiliates, insiders and
related parties of the Debtors will be subordinated to all allowed
claims to be distributed by the Estates on a pro rata basis in 20
equal quarterly installments beginning on the later of 90 days
following (x) the Effective Date or (y) the claims objection
deadline.

MAQ, SSP I, and SSP IV will merge with and into SSP, with SSP
being the surviving entity.  SSP's existing equity will be
canceled.  Muhammad A. Quareshi, or his assignee, will deposit
$100,000 into SSP's account on or before the Effective Date, and
100% of the authorized capital stock of SSP will be issued to Mr.
Qureshi or his assignee.

A copy of the Consolidated Plan is available at:

     http://bankrupt.com/misc/maq.consoldatedplan.dkt205.pdf

                       About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  Lawyers at Talarchyk Merrill, LLC, serve
as the Debtors' counsel.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.


MAQ MANAGEMENT: Wants Until Nov. 14 to File Disclosure Statement
----------------------------------------------------------------
MOA Management, Inc., Super Stop Petroleum, Inc., Super Stop
Petroleum, I, Inc., and Super Stop Petroleum IV, Inc., ask the
U.S. Bankruptcy Court for the Southern District of Florida to
enter an order granting the Debtors an additional 30 days to file
their disclosure statement to and including Nov. 14, 2011.

On Oct. 13, 2011, the Debtors filed their Consolidated Chapter 11
Plan of Reorganization, in compliance with the Court Order.

The Debtors request the extension due to unforeseen circumstances
and delays, related to negotiations and time restraints.

                       About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  Lawyers at Talarchyk Merrill, LLC, serve
as the Debtors' counsel.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.


MARCO POLO: Gets Final OK to Pay $2MM Critical Vendors' Claims
--------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York authorized, on a final basis, Marco
Polo Seatrade B.V., et al., to pay or honor prepetition
obligations to foreign vendors, service providers and governments
and certain critical vendors.

The Debtors are authorized to, among other things:

   -- pay all or part of the prepetition claims of critical
   vendors, in an aggregate amount not to exceed, $2 million;

   -- make full or partial payment to a critical vendor from the
   final critical vendor fund only to the extent (i) that the
   Debtors deem, in the exercise of their business judgment that
   such payment is necessary to ensure that the particular
   critical vendor will provide necessary goods and services to
   the Debtors on a postpetition basis; and (ii) the obligation to
   the critical vendor is due and payable by the Debtors at the
   time of payment; and

   -- issue postpetition checks and make postpetition fund
   transfer requests to replace any prepetition checks and
   prepetition transfers to critical vendors that may be
   dishonored by any bank.

                        About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate Headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.

Evan D. Flaschen, Esq., Robert G. Burns, Esq., and Andrew J.
Schoulder, Esq., at Bracewell & Giuliani LLP, serve as bankruptcy
counsel.  The cases are before Judge James M. Peck.

The petition said assets and debt are both more than
US$100 million and less than US$500 million.


MARY A II: U.S. Trustee Appoints 6-Member Creditors' Panel
----------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed six
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of The Mary A II, LLC.

The Creditors Committee members are:

      1. Chad Hurst
         1770 Oregon Pike
         Lancaster, PA 17601
         Tel: (717) 371-6168
         Fax: (717) 560-9791

      2. Keith Snyder
         3738 Daryl Drive
         Landisville, PA 17538
         Tel: (717) 898-2835

      3. R. Eugene Risser
         42 Windcrest Dr.
         Lititz, PA 17532
         Tel: (717) 626-5968

      4. Linda Price
         1045 Lexington Drive
         Moody, AL 35004
         Tel: (205) 837-1548

      5. John Reiley
         312 Center Ave
         Schuylkill Haven, PA 17972
         Tel: (570) 385-2624

      6. Bhajneet Singh Malik
         1922 E. 7th Place
         Los Angeles, CA 90021
         Tel: (213) 624-2292

                          About Mary A II

Tallahassee, Florida-based The Mary A II LLC is the owner of real
property located in Brevard County, Florida, which was originally
acquired in 2004 and was placed in a conservation easement.
Ultimately, the Property became a wetlands mitigation bank, which
sells credits to developers or other entities that need to impact
wetlands.  The Company holds the right to sell approximately
937.69 mitigation credits approved and permitted by the St. Johns
River Water Management District and 847.92 mitigation credits
approved and permitted by the U.S. Army Corps of Engineers.  The
Company said it is in negotiations for the sale of certain credits
that could realize in excess of $5 million.

Mary A II filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case
No. 11-40693) on Aug. 29, 2011.  Brian G. Rich, Esq., at Berger
Singerman PA, serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $26,083,816 in assets and $7,380,600 in debts.
The petition was signed by James M. Rudnick, managing member.


MERCED FALLS: Cappello and Noel Approved as Special Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
authorized Merced Falls Ranch, LLC to employ Cappello and Noel LLP
as special litigation counsel.

As reported in the Troubled Company Reporter on Sept. 26, 2011,
the Debtor is involved in contentious litigation involving three
ranches it owns.  The Debtor has sued American AgCredit in
Superior Court, County of Merced seeking damages of $100,000,000+
for lender liability damages.  The lawsuit is at a very early
stage.  The loan involved in the litigation is about $11,000,000.

Prepetition, Cappello and Noel represented the Debtor in the
litigation.

The primary attorneys to represent the Debtor in the litigation
and their hourly rates are:

         A. Barry Cappello, Esq.            $750
         Leila J. Noel, Esq.                $550
         Troy A. Thielemann, Esq.           $425

Cappello & Noel received a series of prepetition retainers from
the Debtor totaling $60,000 for services provided to the Debtor in
connection with the litigation.  As of the Petition Date, $8,820
remained of the retainer in a segregated trust account.

To the best of the Debtor's knowledge, Cappello & Noel is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

According to the civil minutes, the Court also approved the
modified fee application procedures, including a partial
contingency fee arrangement.

                   About Merced Falls Ranch LLC

Merced Falls Ranch LLC filed a Chapter 11 petition (Bankr. E.D.
Calif. Case No. 11-19212) on Aug. 16, 2011, in Fresno, California.
The Debtor disclosed assets of $100 million to $500 million and
debts of $10 million to $50 million.  Judge W. Richard Lee
presides over the case.  Walter & Wilhelm Law Group serves as the
Debtor's bankruptcy counsel.  The petition was signed by Stephen
W. Sloan, the Debtor's member.


MOMENTIVE PERFORMANCE: Expects to Record $653-Mil. in Q3 Sales
--------------------------------------------------------------
Momentive Performance Materials Inc. announced preliminary results
for the third quarter ended Sept. 30, 2011.

Momentive Performance Materials expects to record sales of
approximately $653 million, operating income of $23 million to $33
million and Combined Adjusted EBITDA, excluding the impact of pro
forma cost savings, of $93 million to $99 million in the third
quarter of 2011.  The Company recorded sales of $662 million,
operating income of $68 million and Combined Adjusted EBITDA,
excluding the impact of pro forma cost savings, of $125 million in
the third quarter of 2010.  Third quarter 2011 Combined Combined
Adjusted EBITDA includes the results of the Company's Unrestricted
Subsidiaries, which are disregarded for purposes of calculating
Adjusted EBITDA under the Company's debt documents.  EBITDA from
the Company's Unrestricted Subsidiaries totaled $4 million and $6
million in the three-month period ended Sept. 30, 2011, and
Sept. 26, 2010, respectively.

Momentive Performance Materials expects to be in compliance with
all of the terms of its outstanding indebtedness, including the
financial covenants, at the end of third quarter of 2011.  The
Company estimates that its debt was approximately $2.998 billion
at Sept. 30, 2011, down slightly from $3.046 billion at July 3,
2011.  Momentive Performance Materials also estimates that it had
liquidity of approximately $500 million as of Sept. 30, 2011,
which is comprised of cash plus available borrowings under its
credit facilities.

"Third quarter 2011 proved challenging due to the global economic
weakening, which primarily impacted our European and Asia Pacific
operations," said Craig O. Morrison, Chairman, President and CEO.
"We experienced a significant downturn in select end markets in
China caused by credit tightening, which negatively impacted our
silicones business.  However, our global Quartz business continued
to perform well in the third quarter of 2011 versus the prior year
due to more stable demand in the semiconductor and ceramics
application markets.  In response to the current economic
volatility, we are reviewing our plans to aggressively accelerate
savings from the shared services agreement with Momentive
Specialty Chemicals Inc. in order to capture these cost savings as
quickly as possible, while also launching additional cost reviews
across all aspects of the business.  We believe our business is
well-positioned over the long-term."

Momentive Performance Materials will file a more detailed press
release regarding its third quarter 2011 results on Form 8-K, and
will file its Form 10-Q for the period ended Sept. 30, 2011, in
early November, with an accompanying investor conference call to
follow shortly thereafter.

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

                        http://is.gd/AzTzWL

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company reported a net loss of $62.96 million on $2.58 billion
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $41.67 million on $2.08 billion of net sales during the
prior year.

The Company's balance sheet at July 3, 2011, showed $3.45 billion
in total assets, $4.07 billion in total liabilities and a $624
million total deficit.

                           *     *     *

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.  It has 'B-'
issuer credit ratings from Standard & Poor's Ratings Services.

As reported by the Troubled Company Reporter on Oct. 27, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Momentive Performance Materials Inc. to 'B-' from
'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

At the same time, based on the corporate credit rating upgrade and
its updated recovery analysis, S&P raised its senior secured debt
rating by two notches to 'B' (one notch above the corporate credit
rating) from 'CCC+' and revised the recovery rating to '2' from
'3'.  These ratings indicate S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.


MOMENTIVE SPECIALTY: Expects to Report $1.2 Billion Sales for Q3
----------------------------------------------------------------
Momentive Specialty Chemicals Inc., formerly known as Hexion
Specialty Chemicals, Inc., announced preliminary results for the
third quarter ended Sept. 30, 2011.

Momentive Specialty Chemicals expects to record sales of
approximately $1.2 billion, operating income of $93 million to
$104 million and Segment EBITDA of $156 million to $166 million in
the third quarter of 2011.  The Company recorded revenues of $1.2
billion, operating income of $188 million and Segment EBITDA of
$193 million in the third quarter of 2010.

Momentive Specialty Chemicals expects to be in compliance with all
of the terms of its outstanding indebtedness, including the
financial covenants, at the end of third quarter of 2011.  The
Company estimates that its net unaffiliated debt was approximately
$3.35 billion at the end of the quarter ended Sept. 30, 2011, up
slightly from $3.34 billion at June 30, 2011.  Momentive Specialty
Chemicals also estimates that it had liquidity of approximately
$520 million as of Sept. 30, 2011, which is comprised of cash plus
available borrowings under its credit facilities and an equity
commitment from certain affiliates of Apollo Management, L.P.

"Due to the recent economic uncertainty, we have seen some caution
among our customers negatively impacting our third quarter 2011
results," said Craig O. Morrison, Chairman, President and CEO.
"However, certain product lines, such as our oilfield proppants
and North American formaldehyde businesses continued to perform
well versus the prior year, which was offset by headwinds in our
specialty epoxy business from tightness in Chinese credit markets
and the reduction of Chinese government subsidies.  We believe the
quarter was impacted by both a softening economy as well as a draw
down of inventories across a number of key segments."

"In response to the current economic volatility, we are reviewing
our plans to aggressively accelerate savings from the shared
services agreement with Momentive Performance Materials Inc. in
order to capture these cost savings as quickly as possible, while
also launching additional cost reviews across all aspects of the
business.  We believe our business is well-positioned over the
long-term."

Momentive Specialty Chemicals will file a more detailed press
release regarding its third quarter 2011 results on Form 8-K, and
will file its Form 10-Q for the period ended Sept. 30, 2011, in
early November, with an accompanying investor conference call to
follow shortly thereafter.

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

The Company's balance sheet at June 30, 2011, showed $3.36 billion
in total assets, $5.20 billion in total liabilities and a $1.84
billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MONARCH FLIGHT: Amegy Loses Bid for Preliminary Injunction
----------------------------------------------------------
Amegy Bank National Association, v. Monarch Flight II, LLC, et
al., Civil Action No. 4:11-CV-3218 (S.D. Tex.), arises out of a
$15 million loan made by Amegy.  The bank sued Monarch Flight II,
the borrower, and William B. Johnson, the guarantor, after Monarch
defaulted.  Amegy also sued John T. Bobo, an attorney who
represented Monarch and Mr. Johnson in connection with the Amegy
loan; Mr. Bobo's law firm, Bobo, Hunt, White & Nance; Host Hotels
& Resorts L.P., an entity in which Mr. Johnson owned partnership
units that were pledged as collateral for the loan; and Host
Hotels & Resorts, Inc., a corporation whose shares Mr. Johnson
would receive if he chose to redeem his partnership units in Host
Hotels & Resorts L.P.  Amegy alleges the right to recover the
outstanding principal and interest, as well as attorneys' fees.
Amegy has applied for a preliminary injunction, seeking to freeze
assets owned by Mr. Johnson to ensure that sufficient assets will
be available to satisfy a judgment.

In an Oct. 18, 2011 Memorandum and Order, available at
http://is.gd/988XLXfrom Leagle.com, District Judge Lee H.
Rosenthal denied the motion for a preliminary injunction.

"Amegy is understandably concerned about recovering the
outstanding principal and interest due under the promissory note.
Johnson has sold assets worth approximately $9.5 million he
represented were pledged as security for the Amegy loan. But a
preliminary injunction freezing Johnson's assets is an
extraordinary remedy available only if Amegy proves that
irreparable harm is not merely possible, but likely, in the
absence of an injunction.  The current record reveals that Johnson
owns substantial assets sufficient to satisfy a final judgment for
Amegy. Amegy has not shown a reasonable likelihood that, at the
time final judgment is entered, Johnson's equity in his assets
will be less than the amount Amegy seeks to recover under the
promissory note," the District Judge explained.

                      About Monarch Flight II

Atlanta, Georgia-based Monarch Flight II LLC filed a bare-bones
Chapter 11 petition (Bankr. D. Del. Case No. 11-12795) to prevent
the Sept. 7, 2011 foreclosure of the Gulfstream GIII private jet
the company owns.  The petition was filed Sept. 2.

Monarch Flight is a company owned by Atlanta businessman William
B. Johnson.  Amegy Bank NA sued Mr. Johnson and the aircraft
owner, Monarch Flight II LLC, on Aug. 30, 2011, in U.S. District
Court in Houston seeking judgment for $15 million on the loan used
in part to purchase the jet.

Judge Peter J. Walsh presides over the bankruptcy case.  Matthew
B. McGuire, Esq. -- mcguire@lrclaw.com -- at Landis Rath & Cobb
LLP, serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts.


MT. JORDAN: Files Amended Disclosure Statement
----------------------------------------------
Mt. Jordan Limited Partnership filed with the U.S. Bankruptcy
Court for the District of Utah on Oct. 7, 2011, an amended
disclosure statement with respect to the Debtor's Amended Plan of
Reorganization dated Aug. 31, 2011.

A copy of the amended disclosure statement, dated as of Oct. 7,
2011, is available for free at:

      http://bankrupt.com/misc/mtjordan.amendedDS.dkt112.pdf

As reported in the TCR on Sept. 26, 2011, the Debtor relates that
its primary asset is 298.75 acres of undeveloped land, and related
water rights, located in Bluffdale, Utah.  The Debtor has held the
land for many years, and has been attempting for the last several
years to liquidate and divest itself of all or significant
portions of the real property for the benefit of its limited
partners.  One of the ways it attempted to accomplish the
divestiture was through a Development and Property Management
Agreement the Debtor entered into with Porter's Point, LLC, in
November 2002.

The Debtor intended that pursuant to the DPMA, Porter's Point
would obtain development approvals and subdivide the real property
into several large parcels that would then be sold by the Debtor,
with the cooperation and assistance of Porter's Point, to third
parties.  The Debtor sought and obtained rejection of the DPMA
when the desired results did not materialize.

Porter's Point has filed a general unsecured claim in the
Bankruptcy Case asserting claims allegedly in excess of
$29 million arising under the DPMA.  The Debtor believes that the
allowable amount (if any) of the claim of Porter's Point in the
Bankruptcy Case is far less that the amount asserted in its proof
of claim, but believes that Porter's Point is by far the largest
(and appears to be the only) claimant holding a general unsecured
claim against the Debtor.

According to the Disclosure Statement, the Sale/Option Agreement
that is a central feature of the Plan, the Debtor will be able to
liquidate all or portions of its real property in a logical and
sequential manner that preserves and enhances the value of the
real property, pay the Zions Loan in full and retire the Zions
Trust Deed within a relatively short time frame, pay all creditors
in full, and maximize the value of the Equity Interests for the
benefit of its limited partners.

Class 1 under the Plan consists of the Zions Claim.  Zions Bank
will retain its Lien on the Zions Collateral and will release such
collateral from the Zions Trust Deed at the Zions Release Price
($90,000 per acre) when and as Zions Bank receives payments on the
Zions Claim.  The Zions Claim will be paid in full, with interest
accruing at 7% per annum after the Effective Date.  Zions Bank
will receive substantial interim payments on the Zions Claim as
and when portions of the First Parcel are sold by 4 Independence,
totaling $4,356,000 by no later than 24 months after the Effective
Date.

Class 2 under the Plan consists of the Porter's Point Claim and
any other General Unsecured Claims that may exist.  Allowed Claims
in Class 2 will be paid in full by the Debtor after (but only
after) the Zions Claim has been paid in full, or will be paid as
agreed by the Debtor and the holder of any such Claim if such
parties agree to a compromise of such Claim that is approved by
the Bankruptcy Court on or prior to the Effective Date.  The
source of funds for the payment of Class 2 Claims will be all
unencumbered funds of the Debtor, specifically including the net
proceeds of sales of the Debtor's real property pursuant to the
Sale/Option Agreement after full payment of the Zions Claim.

Class 3 under the Plan consists of the Equity Interests in the
Debtor.  Each record holder of an Equity Interest will retain
its interest in the Debtor, as the Reorganized Debtor, on and
after the Effective Date.

A full-text copy of the Disclosure Statement, dated as of Aug. 31,
2011, is available for free at:

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

                         About Mt. Jordan

Mt. Jordan Limited Partnership, in Draper, Utah, filed for Chapter
11 bankruptcy (Bankr. D. Utah Case No. 10-37050) on Dec. 9, 2010,
Judge R. Kimball Mosier presiding.  Steven C. Strong, Esq. --
scs@pkhlawyers.com -- at Parsons Kinghorn Harris PC, in Salt Lake
City, serves as bankruptcy counsel.  The Debtor estimated its
assets at $10 million to $50 million and debts at $1 million to
$10 million.


MURDER INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Murder Inc., LLC
        3801 Las Vegas Blvd. South
        Las Vegas, NV 89109

Bankruptcy Case No.: 11-26317

Chapter 11 Petition Date: October 17, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Gabrielle A. Hamm, Esq.
                  Gerald M. Gordon, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Parkway, 9th Flr
                  Las Vegas, NV 89169-5978
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666
                  E-mail: ghamm@gordonsilver.com
                          bankruptcynotices@gordonsilver.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-26317.pdf

The petition was signed by Louis Ventre, managing member.


NEBRASKA BOOK: Plan Exclusivity Extended Until Jan. 23
------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Nebraska Book Company's motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including January 23, 2012 and
March 23, 2012, respectively.

As reported in the Oct. 14, 2011 edition of the Troubled Company
Reporter, second-lien lenders are objecting to a four-month
extension of the exclusive right to propose a plan.  Secured
lenders believe that a 60-day extension of exclusivity is
sufficient.

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.

                       About Nebraska Book

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

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

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

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

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


NEUROLOGIX INC: Authorized Common Shares Hiked to 750 Million
-------------------------------------------------------------
The holders of a majority of the voting power of the capital stock
of Neurologix, Inc., as of Sept. 13, 2011, approved by written
consents an amendment to the Company's Restated Certificate of
Incorporation to increase the authorized shares of the Company's
common stock, par value $0.001 per share from 100,000,000 shares
to 750,000,000 shares.

The stockholder consents obtained pursuant to the Written Consent
were solicited by the Company pursuant to a definitive proxy
statement on Schedule 14A filed with the Securities and Exchange
Commission on Sept. 27, 2011, and distributed to the Company's
stockholders on or about Sept. 28, 2011.

Those results were calculated on an as converted to Common Stock
basis in accordance with the voting rights of the Company's
stockholders.  On the Record Date there were outstanding
56,230,624 shares of Common Stock on an as converted basis.

The Charter Amendment became effective upon its filing with the
Secretary of State of the State of Delaware on Oct. 14, 2011.

                       About Neurologix, Inc.

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

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

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

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


NEW LEAF: Orrie Tawes Discloses 19.9% Equity Stake
--------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Orrie Lee Tawes, III, disclosed that he beneficially
owns 30,814,619 shares of common stock of New Leaf Brands, Inc.,
representing 19.9% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/iG2KG8

                      About New Leaf Brands

Scottsdale, Ariz.-based New Leaf Brands, Inc. develops, markets
and distributes healthy and functional ready-to-drink teas under
the New Leaf(R) brand.

The Company reported a net loss of $9.13 million on $4.25 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $10.93 million on $3.45 million of net sales for the same
period during the prior year.

As reported by the TCR on June 2, 2011, Mayer Hoffman McCann P.C.,
in Phoenix, Arizona, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has a working capital deficiency, was not in
compliance with certain financial covenants related to debt
agreements, and has a significant amount of debt maturing in 2010.
Mayer Hoffman issued negative going concern qualifications
following the release of the 2009 and 2010 results.


NEWPAGE CORP: Hires Dewey & LeBoeuf as Bankruptcy Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized NewPage Corporation and its debtor affiliates to employ
Dewey & LeBoeuf LLP as their attorneys, under a general retainer,
nunc pro tunc to the Petition Date.

The Debtors will pay D&L according to its customary hourly rates
and will reimburse the Firm's necessary expenses.  The current
hourly rates charged by D&L for professionals and
paraprofessionals expected to be employed on this matter are:

         Billing Category           Range
         ----------------           -----
         Partners                $700 - $1,000
         Counsel                    $675
         Associates              $385 -   $650
         Paraprofessionals       $200 -   $295

                    About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

Attorneys at Young Conaway Stargatt & Taylor, LLP, and Paul,
Hastings, Janofsky & Walker LLP, represent the Official Committee
of Unsecured Creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
that NewPage Corp. prevailed over most objections from the
official creditors' committee and won agreement from the
bankruptcy judge on final approval for $600 million in secured
financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan, collectively, the "DIP facilities", of
NewPage Corporation.


NEWPAGE CORP: Employs FTI Consulting as Financial Advisors
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized NewPage Corporation and its debtor affiliates to employ
FTI Consulting, Inc., as their financial advisors, nunc pro tunc
to the Petition Date.

FTI will be paid according to its customary hourly rates:

   Senior Managing Director             $780 - $895
   Director & Managing Director         $560 - $745
   Consultant & Senior Consultant       $280 - $530
   Administrative & Paraprofessionals   $115 - $230

FTI's necessary expenses will also be reimbursed.  FTI will be
employed under a general retainer, which is estimated to total
approximately $1,000,000.  The retainer will not be segregated by
FTI in a separate account and will be held until the end of the
cases and applied to FTI's finally approved fees in the
proceedings.  The parties' engagement agreement also contains
certain provisions for indemnification and dispute resolution.

                    About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

Attorneys at Young Conaway Stargatt & Taylor, LLP, and Paul,
Hastings, Janofsky & Walker LLP, represent the Official Committee
of Unsecured Creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
that NewPage Corp. prevailed over most objections from the
official creditors' committee and won agreement from the
bankruptcy judge on final approval for $600 million in secured
financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan, collectively, the "DIP facilities", of
NewPage Corporation.


NEWPAGE CORP: Seeks to Employ PwP as Auditor and Accountant
-----------------------------------------------------------
Newpage Corporation and its debtor affiliates ask the Court for
authority to employ PricewaterhouseCoopers LLP as independent
auditor and accountant nunc pro tunc to the Petition Date.

PricewaterhouseCoopers will:

   a. audit the consolidated financial statements of New Page
      Group Inc. at December 31,2011, and for the year then
      ending.  Upon completion of the audit, PwC will provide an
      audit report on financial statements;

   b. audit the consolidated financial statements of NewPage
      Holding Corporation and New Page at December 31, 2011, and
      for the year then ending.  Upon completion of the audit,
      PwC will provide an audit report on such financial
      statements; and

   c. in connection with the annual financial statement audit of
      NewPage Holding Corporation and New Page, PwC will perform
      reviews of the unaudited consolidated financial information
      for each of the first three quarters in the year ending
      December 31, 2011, before a Form 10-Q is filed with the
      Securities and Exchange Commission.

The engagement letter provide for a fixed-fee arrangement.  The
fixed-fee arrangement is based on an estimate of the time required
by the individuals assigned to the Debtors' engagement to perform
the audit and accounting services.  If additional audit procedures
are necessary to complete the services and related reports, PwC
will provide the Debtors with an estimate of fees based upon the
hourly rates of the individuals assigned to the Debtors'
engagement, subject to downward adjustment upon review by the
Debtors. The hourly rates, subject to periodic adjustments, that
will be charged by PwC professionals for incremental services
rendered pursuant to the Engagement Letters are:

   Staff Class          Engagement Team            Specialists
   -----------          ---------------            -----------
   Partner                $600 - $700              $720 - $903

   Managing Director/     $450 - $580              $580 - $590
   Director

   Senior Manager         $375 - $450              $449 - $480
   Manager                $290 - $375              $449 - $480
   Senior Associate       $200 - $240              $360 - $371
   Associate              $120 - $175              $280 - $318

   Administrative         $100 - $135                  $114
   Assistant

Robert D. Hesselgesser, a member of PwC, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                    About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

Attorneys at Young Conaway Stargatt & Taylor, LLP, and Paul,
Hastings, Janofsky & Walker LLP, represent the Official Committee
of Unsecured Creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
that NewPage Corp. prevailed over most objections from the
official creditors' committee and won agreement from the
bankruptcy judge on final approval for $600 million in secured
financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan, collectively, the "DIP facilities", of
NewPage Corporation.


NEWPAGE CORP: Committee Wants to Retain Paul Hastings as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Newpage Corp.'s
cases asks the bankruptcy court to retain Paul Hastings LLP as
counsel effective as of September 21, 2011.

As counsel, Paul Hastings will perform these services:

   a. consult with the Committee, the Debtors, and the Trustee
      concerning the administration of these chapter 11 cases;

   b. review, analyze, and respond to pleadings filed with the
      Court by the Debtors and other parties in interest and to
      participate at hearings on such pleadings;

   c. investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors, the operation of the
      Debtors' businesses, and any matters relevant to these
      chapter 11 cases, to the extent required by the Committee;

   d. take all necessary action to protect the rights and
      interests of the Committee, including, but not limited to,
      negotiations and preparation of documents relating to any
      plan of reorganization and disclosure statement;

   e. to represent the Committee in connection with the exercise
      of its powers and duties under the Banlauptcy Code and in
      connection with these chapter 11 cases; and

   f. perform all other necessary legal services in connection
      with these Chapter 11 cases.

Compensation will be payable to Paul Hastings on an hourly basis,
plus reimbursement of actual, necessary expenses.  The attorneys
and paralegal presently designated to represent the Committee and
their current standard hourly rates are:

     Luc A. Despins                           $995
     Douglas Koff                             $930
     Robeli E. Winter                         $845
     Aaron Klein                              $700
     Christopher Fong                         $535
     Michelle Yetter                          $410
     Juanita Greenfield                       $225

Luc A. Despins, Esq., a member of Paul Hastings, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                    About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

Attorneys at Young Conaway Stargatt & Taylor, LLP, and Paul,
Hastings, Janofsky & Walker LLP, represent the Official Committee
of Unsecured Creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
that NewPage Corp. prevailed over most objections from the
official creditors' committee and won agreement from the
bankruptcy judge on final approval for $600 million in secured
financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan, collectively, the "DIP facilities", of
NewPage Corporation.


NEWPAGE CORP: Committee Seeks Young Conaway as Co-Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Newpage Corporation and its debtor affiliates ask the
court for authority to retain Young Conaway Stargatt & Taylor LLP
as co-counsel.

In a separate application, the Committee is seeking authority to
retain Paul Hastings LLP as main bankruptcy counsel.

As co-counsel, Young Conaway will:

   a. consult with the Committee, the Debtors, and the Trustee
      concerning the administration of these chapter 11 cases;

   b. review, analyze and respond to pleadings filed with the
      Court by the Debtors and to participate at hearings on such
      pleadings;

   c. investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors, the operation of the
      Debtors' businesses, and any matters relevant to these
      Chapter 11 cases in the event, and to the extent, required
      by the Committee;

   d. take all necessary action to protect the rights and
      interests of the Committee, including, but not limited to,
      negotiations and preparation of documents relating to any
      plan of reorganization and disclosure statement; and

   e. represent the Committee in connection with the exercise of
      its powers and duties under the Bankruptcy Code and in
      connection with the Chapter 11 cases.

The attorneys and paralegal presently designated to represent the
Committee and their current standard hourly rates are:

     James L. Patton, Jr.                     $900
     M. Blake Cleary                          $610
     Jaime N. Luton                           $340
     Andrew L. Magaziner                      $290
     Michelle Smith (paralegal)               $165
     Michelle Smith (paralegal)               $165

M. Blake Cleary, Esq., a member of Young Conaway, assures the
Court that Young Conaway is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                    About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

Attorneys at Young Conaway Stargatt & Taylor, LLP, and Paul,
Hastings, Janofsky & Walker LLP, represent the Official Committee
of Unsecured Creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
that NewPage Corp. prevailed over most objections from the
official creditors' committee and won agreement from the
bankruptcy judge on final approval for $600 million in secured
financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan, collectively, the "DIP facilities", of
NewPage Corporation.


NEW ULM: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: New Ulm Retail & Development, LLC
        101 German St.
        New Ulm, MN 56073

Bankruptcy Case No.: 11-36523

Chapter 11 Petition Date: October 18, 2011

Court: United States Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: Joseph Anthony Wentzell, Esq.
                  WENTZELL LAW OFFICE, PLLC
                  2812 Anthony Lane S
                  St. Anthony, MN 55418
                  Tel: (612) 436-3292
                  Fax: (612) 788-9879
                  E-mail: jwentzell@fosterbrever.com

Scheduled Assets: $1,829,049

Scheduled Debts: $1,246,971

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mnb11-36523.pdf

The petition was signed by Clifford Strand.


NO FEAR: Seeks Approval to Tap RSM McGladrey as Accountant
----------------------------------------------------------
No Fear Retail Stores, Inc., Simo Holdings, Inc., and No Fear MX,
Inc. seek court authority to employ the accounting firm RSM
McGladrey, Inc., to act as their accountant, effective as of
February 24, 2011, for the purposes of preparing consolidated tax
returns and providing other accounting services as necessary.

At the present time, the Debtors need accountants to prepare their
federal income tax return (IRS Form 1120) and state income tax
return (FTB Form 100) for fiscal year ended August 31, 2010.

RSM has prepared the federal and state tax returns for the Debtors
since 2004.  The Debtors now wish to employ RSM to prepare their
consolidated tax returns for the fiscal year ended August 31,
2010.

RSM will be paid a flat fee of $25,000 for the preparation of the
consolidated federal and state 2010 tax returns for the Debtors,
plus expenses relating to the services provided at the Firm's
normal rates.  This is the same fee RSM charged the Debtors
prepetition to prepare their 2009 tax returns.

Matthew L. Bradvica, a managing director at RSM, assures the Court
that neither his Firm, nor any of the professionals comprising or
employed by it, represent or hold an interest adverse to the
interest of the estate with respect to the matter on which it is
to be employed, and RSM is a "disinterested person" as that term
is defined in the Bankruptcy Code.

Mr. Bradvica further disclosed that RSM prepares the taxes for FMF
International, a creditor for the Debtors, and has prepared
the individual tax return of Mark Simo for the last three years
including 2010.

                      About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  Pachulski Stang
Ziehl & Jones LLP represents the Committee.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.


NO FEAR: SHI Committee to Tap Gibson Dunn as Conflicts Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy case of Simo Holdings, Inc., seeks approval from the
U.S. Bankruptcy Court for the Southern District of California to
retain Gibson Dunn & Crutcher LLP as its special conflicts
counsel, nunc pro tunc to August 29, 2011.

Simo Holdings, Inc., No Fear Retail Stores, Inc. and No Fear MX,
Inc.'s sales of their intellectual property and certain related
assets to Brands Holdings Limited and of their inventory and other
retail operations related assets, excluding intellectual property,
to Ryderz Compound, Inc., closed in late July.  From the sale
proceeds, the Debtors' postpetition DIP financing secured lender
and their prepetition secured lender have been paid in full and
the secured lenders have executed claim releases.  Since closings
of the BHL and Ryderz sale transactions, the Debtors and the NFRS
creditors' committee and the SHI Committee have, in consultation
with each other, moved forward with the further administration of
the cases and have begun the development and preparation of a
Chapter 11 plan of liquidation and related disclosure statement.

The Debtors, the NFRS Committee, and the SHI Committee, as "Plan
Proponents," intend to expeditiously pursue confirmation of the
Plan that will distribute the net proceeds of the sales to
creditors pursuant to the priorities set forth in the Bankruptcy
Code.  In connection with these efforts, the Plan Proponents have
collectively had initial discussions on how to address areas of
potential conflict among each of the Debtors' estates while
minimizing overall professional costs related to exiting Chapter
11.  These issues include, for example, whether the plan should
provide for the substantive consolidation for the Debtors' assets
and liabilities and whether prepetition transfers of intellectual
property by SHI to NFRS should be avoided as constructively
fraudulent.

With respect to the Substantive Consolidation Issues and the
Fraudulent Transfer Issues, (a) SulmeyerKupetz PC will represent
the interests of the NFMX estate; and (b) Pachulski Stang Ziehl &
Jones LLP will represent the interests of the NFRS estate.

The SHI Committee, for its part, seeks to tap Gibson Dunn's
services to represent its interests.

The financial analysis necessary to address these issues will
be performed jointly by BDO Consulting, currently financial
advisors to the NFRS Committee and the SHI Committee, and Avant
Advisory Services, currently the Chief Restructuring Officer for
all of the Debtors.

SulmeyerKupetz, Pachulski Stang, and Gibson Dunn, with input from
BDO and Avant, will prepare a joint memorandum which sets forth
agreed facts, disputed facts and a summary of the legal arguments
relating to each of these issues as well as a recommendation as to
a potential resolution of the issues and the rationale in
support of the resolution.  The Joint Memorandum will be provided
to the NFRS Committee, the SHI Committee, the Official Committee
of Unsecured Creditors of NFMX, and the Debtors' Board of
Directors.

Accordingly, the SHI Committee says, Gibson Dunn's employment as
its special conflicts counsel to represent it in these matters is
necessary and appropriate.

As special conflicts counsel to the SHI Committee, Gibson Dunn
will:

   (1) advise the SHI Committee and negotiate on its behalf in
       connection with the Plan, the Joint Memorandum, the
       Substantive Consolidation Issues, and the Fraudulent
       Transfer Issues;

   (2) participate in the drafting of the Joint Memorandum and
       Plan on behalf of the SHI Committee;

   (3) representing the SHI Committee at hearings and other
       proceedings in connection with the Plan, the Joint
       Memorandum, the Substantive Consolidation Issues, and the
       Fraudulent Transfer Issues; and

   (4) if requested by the SHI Committee and in Gibson Dunn's
       discretion, performing other legal services for and on
       behalf of the SHI Committee as special conflicts counsel
       to assist the SHI Committee in satisfying its duties under
       Section 1103 of the Bankruptcy Code where either a
       potential or actual conflict precludes representation by
       general counsel for the SHI Committee.

In exchange for its services, Gibson Dunn will be paid based on
its customary hourly rates.  The specific hourly rates for the
attorneys that are anticipated to represent the SHI Committee as
special conflicts counsel are:

       Attorney                 2011 Billable Rate
       --------                 ------------------
       Craig Millet                  $895
       Kenneth Glowacki              $675
       Doug Levin                    $430

The firm will also be reimbursed for expenses incurred in
connection with its limited representation.

Craig Millet, Esq., a partner at Gibson Dunn, assures the Court
that his firm and its attorneys are "disinterested" persons as
that term is defined under Section 101(14) of the Bankruptcy
Code.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15 has no
objection to the proposed retention.

                      About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  Pachulski Stang
Ziehl & Jones LLP represents the Committee.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.


NORTEL NETWORKS: Court Dismisses Appeal Vs. Pensions Regulator
--------------------------------------------------------------
William Robins at Citywire.co.uk reports that Nortel Network's
appeal against The Pensions Regulator over obligations to members
of its pension scheme has been dismissed by the High Court.

Earlier this year, the report recalls, the court ruled that in
accordance with a financial support directive (FSD), Nortel's
creditors had an obligation to support Nortel's UK pension fund.

According to Citywire.co.uk, Nortel appealed the ruling, arguing
its pension liability was not to be counted as an expense of the
administration process.  However Justice Lloyd concluded: "The
liability ranks as an expense of the administration (or as the
case may be, the liquidation if all the relevant events take place
during a liquidation). It follows that the appeal is to be
dismissed."

Citywire.co.uk says Nortel may still look to take their appeal to
the Supreme Court.  A decision by the High Court on whether this
will be possible is expected in two weeks' time, the report notes.

Justice Lloyd said it would be unfair for Nortel's creditors to be
rewarded payments without contributing to the employee's pension,
according to the report.

"The [FSD] legislation has a valuable and realistic purpose if it
enables some redistribution of assets in such a situation, where
otherwise the creditors of [Nortel] would be able to share in a
greater volume of assets partly as a result of having the benefits
of the services (including employees) provided by the employer but
without having to pay in full for the provision of those services,
in particular without having to contribute appropriately to the
pension liabilities in respect of its employees," Citywire.co.uk
quotes Justic Lloyd as saying.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
Nortel has raised US$3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency.

In June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining patent portfolio to Rockstar Bidco
LP, a consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
US$900 million stalking horse bid by Google Inc. at an auction.
The deal closed in July.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NUANCE: Moody's Affirms Corporate Family Rating at 'Ba2'
--------------------------------------------------------
Moody's Investors Service affirmed Nuance's Ba2 corporate family
rating and revised its senior secured debt facilities' ratings to
Baa3 from Ba1 pending close of the company's proposed $600 million
convertible debt offering. The increase in senior secured ratings
is driven by the additional junior debt below it in the capital
structure. The ratings outlook is stable.

RATINGS RATIONALE

The proceeds of the convertible debt offering will be used for
general corporate purposes, which includes acquisitions. The
company is very acquisitive, having acquired or announced
approximately $2.8 billion in acquisitions since 2006. While
leverage will be high pro forma for the increased debt
(approximately 4.4x based on Moody's adjusted debt to EBITDA
calculations), Moody's expects the company will quickly get
leverage to the mid 3's through organic and acquired growth in
EBITDA.

Nuance's Ba2 corporate family rating reflects its leading position
within the voice recognition industry, the favorable growth
profile of the company and industry and the strong cash flow
generating capabilities of company. The ratings remain tempered by
the company's acquisition appetite as it attempts to further
build-out its portfolio of speech recognition applications and
services. The ratings contemplate that the company will continue
to use a mix of cash, debt and stock to finance acquisitions while
keeping debt to EBITDA at or below 3.5x on a pro forma basis.
Moody's expects the company will occasionally increase leverage
above these levels on a temporary basis, but quickly bring
leverage down.

The ratings could face downward pressure, if pro forma leverage
exceeds 4x on a sustained basis or if Nuance is unable to continue
to demonstrate effectiveness in integrating future acquisitions.
Given the acquisitive nature of the company, an upgrade is
unlikely in the near term.

The debt instrument ratings were determined using Moody's Loss
Given Default Methodology. The senior secured debt Baa3 ratings
reflect their senior most position in the capital structure and
relative proportion of junior debt. The upward revision reflects
the addition of $600 million in unsecured debt. Substantial
additional issueances of secured debt could however return the
secured debt to its previous ratings.

These ratings were affirmed:

Corporate family rating: Ba2

Probability of default: Ba2

These ratings were revised:

Senior secured revolving credit facility due 2015 to Baa3 LGD2
(18%) from Ba1, LGD3 (34%)

Senior secured term loan facilities due 2013 to Baa3 LGD2 (18%)
from Ba1, LGD3 (34%)

Amended and extended senior secured term loan due 2016, Baa3 LGD2
(18%) from Ba1, LGD3 (34%)

Ratings outlook: Stable

The principal methodology used in rating Nuance was Moody's Global
Software Methodology published in May 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA, published June
2009.

Nuance Communications, Inc., headquartered in Burlington, MA, is a
leading provider of speech, text and imaging solutions for
business and consumers. The company had revenues of $1.3 billion
for the twelve months ended June 30, 2011.


NUANCE COMMUNICATIONS: S&P Affirms 'BB-' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Burlington, Mass.-based Nuance Communications Inc. to stable from
positive. "At the same time, we affirmed our 'BB-' corporate
credit rating on the company," S&P said.

"We also assigned an issue rating of 'BB-' and a recovery rating
of '3' on the company's $600 million senior unsecured convertible
notes due 2031. The '3' recovery rating indicates prospects for
meaningful (50%-70%) recovery in the event of a payment default.
The rating on the $600 million senior unsecured convertible notes
is 'BB-' (the same as the corporate credit rating)," S&P related.

"We also affirmed the 'BB+' rating on the company's first-lien
credit facilities, with a recovery rating of '1', reflecting our
expectation for very high (90%-100%) recovery in the event of a
payment default. The rating on the first-lien credit facilities
remains 'BB+' (two notches above the corporate credit rating),"
S&P related.

"Additionally, we affirmed the 'BB-' rating on the company's $250
million senior convertible notes due 2027, with a recovery rating
of '3', reflecting our expectation for meaningful (50%-70%)
recovery in the event of a payment default. We also affirmed the
rating on the $250 million senior unsecured convertible notes at
'BB-' (the same as the corporate credit rating)," S&P stated.

The outlook revision from positive to stable reflects the
company's announcement that it is issuing $600 million senior
convertible notes, with the proceeds to be used for a $200 million
share repurchase and for general corporate purposes. Debt to
latest-12-month adjusted EBITDA will increase to the high-3.0x
area at close, from around 2.4x at June 30, 2011.

"Our rating on Nuance reflects our expectation that the company
will continue to grow EBITDA organically and through integration
of acquisitions," said Standard & Poor's credit analyst David
Tsui. "In our view, the incremental debt is not a detriment to
credit quality at the current rating given Nuance's history of
successful integrations. The ratings also reflect the company's
highly acquisitive growth strategy and significant financial risk
profile."


OCIMUM BIOSOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Ocimum Biosolutions, Inc.
        50 West Watkins Mill Road
        Gaithersburg, MD 20878

Bankruptcy Case No.: 11-13310

Chapter 11 Petition Date: October 17, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: Jeffrey M. Carbino, Esq.
                  THORP REED & ARMSTRONG
                  One Commerce Square
                  2005 Market Street, Suite 1000
                  Philadelphia, PA 19103
                  Tel: (215) 640-8548
                  Fax: (215) 640-8501
                  E-mail: jcarbino@thorpreed.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 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/deb11-13310.pdf

The petition was signed by Anuradha Acharya, chief executive
officer.


OMEGA NAVIGATION: Opposes Committee Retention of Advisors
---------------------------------------------------------
Baytown Navigation, Inc. and its debtor-affiliates ask the Court
not to approve the Official Committee of Unsecured Creditors'
application to retain Jager Smith P.C. and Winston & Strawn LLP as
counsel and First International Corporation as financial advisor.

William A. (Trey) Wood III, Esq., at Bracewell & Giuliani LLP, in
Houseton, Texas, relates that general unsecured claims in the
Chapter 11 cases total approximately $5.1 million, with the four
Committee members having claims in the aggregate of less than
$350,000.  He notes that since the Petition Date, the Debtors have
obtained authority to pay approximately $2 million in unsecured
critical vendor claims.

After subtracting insider general unsecured claims of about $1.5
million, the amount of non-insider general unsecured claims
represented by the Committee totals approximately $1.5 million,
whereas the amount of asserted secured claims in the Chapter 11
case exceeds $278 million, Mr. Wood further notes.  He adds that
given that Omega's ownership of Omega Investments, which in turn
owns 80% of OD Investments, is worth in the vicinity of $30
million and is unencumbered, there is a realistic prospect of a
substantial dividend to unsecured creditors without the need for
strong Committee advocacy.

Combining the relatively small amount of unsecured claims held by
the Committee members and represented by the Committee with the
likelihood of a substantial dividend, Mr. Wood asserts that a
cost-benefit analysis clearly supports considerable restrictions
on the number of professionals the Committee should be entitled to
engage and on the amount of fees and expenses incurred by those
professionals.

"Given this cost-benefit analysis, the Debtors object to the
Committee's retention of two separate firms as their counsel
because the retention of both in-state counsel and out-of-state
counsel will unnecessarily burden the Debtors' estates with a
large amount of fees and expenses relative to the amount of
unsecured claims represented by the Committee in these cases," Mr.
Wood says.

The Debtors object to the retention of FIC because (i) the
circumstances of these cases, including the relatively small
amount of unsecured claims and the availability of the
Debtors' financial advisor, do not justify the Committee's
separate retention of a financial
advisor; and (ii) retention under ? 328(a) is not appropriate.

                      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.


PARKWOOD ASSOCIATES: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Parkwood Associates, LP
        2301 5th St.
        P.O. Box 2188
        Wenatchee, WA 98807

Bankruptcy Case No.: 11-22143

Chapter 11 Petition Date: October 17, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Debtor's Counsel: Paul H. Williams, Esq.
                  LAW OFFICE OF PAUL H. WILLIAMS
                  601 N 1st St Ste B
                  P.O. Box 123
                  Yakima, WA 98907
                  Tel: (509) 453-7499
                  E-mail: phwatlaw@yahoo.com

Estimated Assets: $0 to $50,000

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

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb11-22143.pdf

The petition was signed by Dean Taplett, managing member of LLC,
general partner.


PEANUT CITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Peanut City Vegetable Oil Company
        dba PCVO
        dba PCVO Underground Utilities
        P.O. Box 33
        Suffolk, VA 23439

Bankruptcy Case No.: 11-74590

Chapter 11 Petition Date: October 16, 2011

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Frank J. Santoro

Debtor's Counsel: Karen M. Crowley, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                  Town Point Center, Suite 300
                  150 Boush Street
                  Norfolk, VA 23510
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: kcrowley@clrbfirm.com

Scheduled Assets: $1,585,677

Scheduled Debts: $775,595

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vaeb11-74590.pdf

The petition was signed by D. Sean Horan, president.


PLAN 9: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Plan 9, Inc.
        aka Plan 9 Music
        aka Recordfinders
        2410 Ownby Lane
        Richmond, VA 23220-1319

Bankruptcy Case No.: 11-36603

Chapter 11 Petition Date: October 18, 2011

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                  Town Point Center, Suite 300
                  150 Boush Street
                  Norfolk, VA 23510
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: jliberatore@clrbfirm.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vaeb11-36603.pdf

The petition was signed by James V. Bland III, president.


POLYONE CORPORATION: Moody's Affirms 'Ba2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed PolyOne Corporation's (PolyOne)
Corporate Family Rating Ba2 (CFR) and rated the proposed $300
million Term Loan B at Ba1. PolyOne's existing unsecured notes due
2015 were upgraded to Ba1 from Ba2 as a result of their being
parre passu relative to both the proposed $300 million ABL
revolving facility and the aforementioned $300 million Term Loan
B. PolyOne's existing unsecured notes due 2012 and 2020 were
downgraded to Ba3 from Ba2 as a result of their being junior
relative to both the proposed $300 million ABL revolving facility
and the aforementioned $300 million Term Loan B. The outlook is
stable.

Ratings Assigned:

$300 million Term Loan B at Ba1, LGD2, 24%

Ratings Upgraded:

7.5% Debentures due 2015 to Ba1, LGD2, 24% from Ba2, LGD4, 57%

Ratings Downgraded:

8.875% Senior Notes due 2012 to Ba3, LGD5, 76% from Ba2, LGD4, 57%

7.375% Senior Notes due 2020 to Ba3, LGD5, 76% from Ba2, LGD4, 57%

Senior Unsecured Shelf (P)Ba3 from (P)Ba2

Ratings Affirmed:

Issuer: PolyOne Corporation

Corporate Family Rating Ba2

Probability of Default Rating Ba2

Preferred Shelf (P)B1

Speculative Grade Liquidity Rating at SGL-2

Outlook Stable

RATINGS RATIONALE

Proceeds of the term loan, along with balance sheet cash, will be
used to fund the friendly acquisition of ColorMatrix Group, Inc.
(ColorMatrix), a leading global innovator in liquid colorants,
additives and fluoropolymers for a purchase price of $486 million.
ColorMatrix achieved sales and EBITDA of $196.8 million and $43.6
million respectively for the 12 months ended June 30, 2011,
implying a purchase price of approximately 11 times, not including
any potential synergies. Proforma for the acquisition Debt to
EBITDA for the LTM period ending June 30, 2011 would be 3.2x up
from 2.6x for PolyOne on a standalone basis (excluding the EBITDA
from Sunbelt). The acquisition is subject to regulatory approvals
and is expected to close late in 2011.

PolyOne's Ba2 CFR reflects the prospect of a continued sustainable
operating income generated by its Global Specialty Engineered
Materials and Performance Products and Solutions segments as well
as the Distribution segment over the next several years. PolyOne's
performance has been aided by successful restructuring programs,
economic recovery and demand increases, and product mix
improvements. Moody's constructive view of PolyOne's performance
is supported by the significant gains demonstrated since mid-2009.
Moody's expects that PolyOne will generate meaningful free cash
flow in 2011 and 2012. PolyOne's good liquidity was boosted by
cash from earnings and the sale of its SunBelt joint venture,
which brought the cash balance to $417 million as of June 30,
2011. However, some of PolyOne's cash will be utilized to execute
the October 3, 2011 announced acquisition of ColorMatrix - a
transaction which is supportive of PolyOne's global expansion
strategy and focus on value-added product initiatives. Remaining
cash balances are expected to support the company's liquidity and
be used to fund future acquisitions.

PolyOne's Speculative Grade Liquidity Rating of SGL-2 is a result
of their good liquidity position which includes a significant cash
balance, no significant near-term maturities, and no covenant
concerns. The new ABL facility will enhance their liquidity as it
provides a measure of flexibility.

There is limited upside to the ratings at this time. Should
PolyOne achieve sustainable EBITDA margins above 10%, maintain
Retained Cash Flow/Debt of above 25%, and reliably achieve
Debt/EBITDA of less than 3.0x on an adjusted basis, Moody's can
consider the appropriateness of a higher rating. Moody's can
reassess the appropriateness of the rating and outlook if annual
EBITDA falls below $100 million such that Debt/EBITDA rises above
4.5x on a sustainable basis or if the company's excess liquidity
declines below $50 million. Moody's assessment would also consider
the impact of anticipated acquisitions as well as further dividend
and share repurchase programs.

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

PolyOne Corporation, (PolyOne) headquartered in Avon Lake, Ohio,
is a leading global provider of specialized polymer materials,
services and solutions with revenues of $2.8 billion for the LTM
ending June 30, 2011.


PREMIER PROPERTIES: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Premier Properties Northwest LLC
        20605 NE 16th Street
        Sammamish, WA 98074

Bankruptcy Case No.: 11-22182

Chapter 11 Petition Date: October 18, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union St Ste 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

Scheduled Assets: $1,772,921

Scheduled Debts: $2,172,782

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb11-22182.pdf

The petition was signed by Kenneth L. Ross, owner, managing
member.


PROTEONOMIX INC: Examines Licensing of Diabetes Stem Cell Tech.
---------------------------------------------------------------
Proteonomix, Inc., decided to examine the possibility of licensing
its stem cell diabetes related technology to another company in
light of continued progress toward its trial of UMK-121, its stem
cell treatment for patients awaiting liver transplant to overcome
End Stage Liver Disease.

Michael Cohen, President of the Company, stated: "Since we
continue our rapid progress toward the commencement of our trial
of UMK-121, we have decided to explore the possible licensing of
our diabetes related applications of our stem cell technology to
another company.  This strategic decision is being made in
recognition of the increasing breadth of our technology and the
need for additional capital and management resources to
effectively deal with the massive ramifications of the diabetes
applications of the stem cell technology that we have developed."

Mr. Cohen continued: "We have been approached by one group that
has expressed interest in exploring such a possibility and we will
follow through with this in the coming weeks.  Meanwhile we will
seek out others interested in a similar transaction keeping in
mind at all times that any such deal would have to provide
immediate benefit to our shareholders."

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company's balance sheet at June 30, 2011, showed $3.51 million
in total assets, $6.95 million in total liabilities and a $3.43
million total stockholders' deficit.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


RADDCO ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Raddco Enterprises, LLC
        3380 Wynn Road, Suite B
        Las Vegas, NV 89102

Bankruptcy Case No.: 11-26409

Chapter 11 Petition Date: October 18, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Bart K. Larsen, Esq.
                  KOLESAR & LEATHAM, CHTD.
                  400 South Rampart Boulevard, Suite 400
                  Las Vegas, NV 89145
                  Tel: (702) 362-7800
                  Fax: (702) 362-9472
                  E-mail: blarsen@klnevada.com

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

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

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

The petition was signed by A. Dennis McCarthy, managing member.


REGIONALCARE HOSPITAL: Moody's Assigns 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned B3 Corporate Family and
Probability of Default Ratings to RegionalCare Hospital Partners,
Inc. (RCHP). Moody's also assigned a B2 (LGD 3, 40%) rating to the
company's proposed senior secured credit facility, consisting of a
$100 million revolver and a $295 million term loan. This is the
first time Moody's has assigned ratings to RCHP. Moody's
understands that the proceeds of the facility, along with a $65
million second lien term loan (not rated by Moody's), will be used
to fund the acquisition of Essent Healthcare (Essent) and
refinance RCHP's existing debt. The ratings outlook is stable.

The rating actions are subject to the conclusion of the
transaction as proposed and Moody's review of final documentation.

This is a summary of ratings assigned.

$100 million first lien senior secured revolving credit facility
expiring 2016, B2 (LGD 3, 40%)

$295 million first lien senior secured term loan due 2018, B2 (LGD
3, 40%)

Corporate Family Rating, B3

Probability of Default, B3

RATINGS RATIONALE

RCHP's B3 Corporate Family Rating reflects Moody's expectation
that the company will operate with significant leverage following
the proposed transaction. Moody's calculation of leverage includes
an adjustment to treat 50% of the balance of the preferred stock
of RCHP as debt. The rating also reflects Moody's belief that the
company will look to aggressively pursue additional acquisitions
to increase scale, which is relatively small compared to other
corporate issuers. Moody's also considered the risks associated
with forecasting the performance of operations that have a very
limited track record of operating under the current organizational
structure, as all of the company's seven hospitals were acquired
after May 2010. Supporting the rating is the expectation that
individual hospital operations will improve under the RCHP
management team providing stable free cash flow and improved
margins. Additionally, Moody's considered the successful track
record the management team had in building the operations of
Province Healthcare prior to its acquisition by LifePoint
Hospitals in April 2005.

The stable rating outlook reflects Moody's expectation that the
company will see improvements at each of the recently acquired
facilities as it implements initiatives to balance services in
each of its markets and benefits from physician recruitment
initiatives. The rating also reflects Moody's expectation that the
company will look to add facilities through acquisitions that
could be debt funded.

Moody's could upgrade the rating if improvements in the operations
of the currently owned facilities are balanced with the
acquisition of new facilities such that leverage can be maintained
below 6.0 times. Additionally, Moody's would like to see
improvement in margins and cash flow generation such that retained
cash flow to net debt was expected to be sustained above 10%
before considering an upgrade.

Moody's rating incorporates many of the risks associated with an
early stage enterprise that is expected to grow through
acquisitions and, therefore, it does not expect a rating downgrade
in the near term. However, if improvements in operating results
fail to materialize, either through operational issues in specific
markets, challenges in the broader healthcare sector, including
the possibility of additional reductions in Medicare reimbursement
or disruption from future growth initiatives, Moody's could
downgrade the rating. Moody's could also downgrade the rating if
the company were expected to meaningfully increase leverage for a
large acquisition or shareholder friendly initiatives.
Additionally, Moody's could downgrade the rating if the company's
liquidity position were to weaken.

For further details refer to Moody's Credit Opinion for
RegionalCare Hospital Partners on moodys.com.

The principal methodology used in rating RegionalCare Hospital
Partners was the Global For-Profit Hospital Industry Methodology
published in September 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.


REGIONALCARE HOSPITAL: S&P Assigns Prelim. 'B' Corporate Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to RegionalCare Hospital Partners. Our
rating outlook on the company is stable.

"We also assigned a preliminary issue-level rating of 'B' (the
same as the corporate credit rating) with a preliminary recovery
rating of '3' (50%-70% recovery expectation) to the company's
proposed $100 million revolving credit facility due 2016 and $295
million term loan B due 2018. In addition, we assigned a
preliminary issue-level rating of 'CCC+' (two notches below the
corporate credit rating) with a preliminary recovery rating of '6'
(0%-10%) to the company's proposed $65 million second-lien term
loan due 2019," S&P related.

The low speculative-grade rating on Brentwood, Tenn.-based
RegionalCare Hospital Partners reflects the company's earnings
concentration in a small number of its facilities and its "highly
leveraged" financial risk profile. RegionalCare faces
reimbursement risks as well as a "vulnerable" business risk
profile that is characterized by numerous local market risks in
its relatively small, concentrated hospital portfolio.

RegionalCare is a young company with little history, because it
acquired all of its four hospitals within the past 18 months.
Completing the pending transaction to acquire Essent Healthcare
will boost the company to seven hospitals in six states. "This
rapid growth, and our expectation that the company will continue
growing aggressively, will test its ability to effectively
integrate operations and manage the unique challenges in the
respective markets. We believe some of the keys to RegionalCare's
success include physician recruitment and retention, and the
ability to broaden and strengthen the care it provides at a local
level, boosting local-market competitiveness and reduce the
outmigration of patients to other communities," S&P stated.

RegionalCare's high leverage results from the pending transaction
to acquire three hospitals and the nature of the company's $267
million of equity, which is in the form of preferred stock held by
the owner. "Our debt calculation includes treatment of the
company's payment-in-kind preferred stock as 100% debt, consistent
with our published criteria. However, we recognize the qualitative
benefits, including financial flexibility, and inability to pay
dividends prior to the maturity of the proposed debt. Cash flow
protection measures reflect this significant debt leverage that is
typical for a young, expanding company. Our calculation of
RegionalCare's lease-adjusted debt to EBITDA on a pro forma basis
assuming the pending acquisition is completed of more than 9x is
well above the 5x threshold for a company that we consider to
be highly leveraged," S&P stated.


RITE AID: Fitch Affirms Junks Ratings on Senior Unsecured Notes
---------------------------------------------------------------
Fitch Ratings has affirmed Rite Aid Corporation's ratings as
follows:

  -- Issuer Default Rating (IDR) at 'B-';
  -- Secured revolving credit facility and term loans at 'BB-
     /RR1';
  -- First and second lien senior secured notes at 'BB-/RR1';
  -- Guaranteed senior unsecured notes at 'CCC/RR5';
  -- Non-guaranteed senior unsecured notes at 'CC/RR6'.

The Rating Outlook has been revised to Negative from Stable.

The ratings reflect the following:

  -- Rite Aid's high leverage, limited capital for investment and
     operating statistics that significantly trail its two major
     competitors;

  -- Strong market share position as the third largest U.S. drug
     retailer;

  -- Management's concerted efforts to improve the productivity of
     its store base and manage liquidity through refinancing
     activity over the last two years, working capital reductions
     and other cost cutting initiatives.

Fitch expects that credit metrics will remain stable at current
levels over the next three years.

In the next couple of years Rite Aid will have to address a series
of significant debt maturities that will occur between 2014 and
2016, including approximately $1 billion of unsecured notes that
matures in 2015.  Fitch notes that Rite Aid has only had to
refinance secured debt since 2008.  The last time the company
issued unsecured notes was in May 2007 as part of financing the
acquisition of Brooks Eckerd.  At that time the expectation was
that the combined entity would generate EBITDA well in excess of
$1 billion in 2008 and beyond.

However, EBITDA has been under pressure given a significant
shortfall in top line with LTM EBITDA at $875 million.  There have
been some recent signs of stabilization with same store sales
turning modestly positive and over the next 12-24 months, the
generic wave could provide a nice windfall to the company's
profitability.  Whether this pushes EBITDA into the $1 billion
plus range remains to be determined given offsetting factors such
as continued share losses to larger and more capitalized
competitors, ongoing pressure on pharmacy reimbursement rates and
weak consumer sentiment.  The company is also highly dependent on
favorable credit market conditions to get this magnitude of
refinancings completed.  In addition, even though the collateral
suggests comfortable recovery for secured lenders, secured lenders
in 2014 may not want to go out beyond the maturities on the
unsecured paper, creating the need for a more comprehensive
refinancing over the next couple of years.

At Aug. 27, 2011, Rite Aid had cash of $78 million and excess
borrowing capacity of approximately of $963 million under its
credit facility, net of $73 million in facility borrowings and
$139 million in outstanding letters of credit.  Rite Aid has
maintained liquidity in the $900 to $1.2 billion range for the
past eight quarters.  However, given that Rite Aid remains highly
capital constrained and Fitch expects only modest FCF generation
going forward, the company is highly dependent on refinancing and
pushing out debt maturities to avoid restructuring.  Between 2014
and 2016, the company will have to contend with refinancing
approximately $1 billion in debt annually.

Fitch expects that Rite Aid could refinance $180 million of
unsecured unguaranteed bonds due August 2013 through credit
facility borrowings and modest FCF.  Rite Aid is required to buy
back $64 million of 8.5% convertible notes due May 2015 should its
shares become delisted.

Given the quality of its collateral, Rite Aid should be able to
refinance the $1 billion secured term loan due June 2014 on its
own.  The collateral consists of (1) marketable prescription files
with a total of approximately 290 million prescriptions filled
annually that could be valued at $10 to $20 per script; and (2)
pharmacy as well as nonprescription inventories.  However, as
noted above, even though the collateral suggests comfortable
recovery for secured lenders, secured lenders in 2014 may not want
to go out beyond the maturities on the unsecured paper.

Rite Aid has $460 million of unsecured guaranteed debt that
matures in March 2015 and $405 million that matures in December
2015. The ability to refinance this debt will depend on a variety
of industry and credit market factors. News flow around increased
generics, which carry higher margins, should be a net positive
from 2012 to 2015.  However, the potential merger of Merck Medco
and Express Scripts could further pressure reimbursement rates and
be somewhat of an offsetting factor.  In addition, Rite Aid could
see accelerated share losses to CVS and Walgreens, which would
continue to pressure already depressed EBITDA margins.

For the latest 12-month period ended Aug. 27, 2011, total same
store sales was mildly positive at 0.6% with a front end same
store sales increase of 0.9% and a pharmacy same store sales
increase of 0.5%.  Adjusted EBITDA (adjusted for non-cash and one
time items) declined modestly by $15 million to $875 million and
adjusted debt/EBITDAR at 7.6 times (x) and EBITDAR/interest + rent
at 1.2x were largely flat to fiscal year end levels given modest
debt reduction.  Credit metrics over the next three years are
expected to remain relatively stable.  Fitch expects modest same
store sales growth of 1% and mid-to-high single digit growth in
EBITDA in 2012 and 2013 driven largely by the introduction of
higher margined generics and somewhat offset by continued pharmacy
reimbursement pressures.  Risks to estimates are a decline in same
store sales trends due to macro weakness or share losses to its
larger peers and higher than expected decline in reimbursement
rates.

Rite Aid's operating metrics significantly lag those of its
largest and well capitalized competitors, CVS Caremark and
Walgreen. The latter two retailers have been able to participate
in the strong industry growth dynamics, with prescription sales
and volume growing at a CAGR of 8% and 3%, respectively, over the
last decade in spite of the recent slowdown.  The other two
retailers have also gained share through strong organic store
growth as well as folding in regional retailers, particularly in
the case of CVS Caremark, in many of Rite Aid's markets. Share
gains have mainly come from independents that have buckled under
the pressure of declining pharmacy reimbursement rates over the
last two decades.  Rite Aid has been unable to participate in this
growth largely due to capital constraints and the company's
inability to appropriately invest in its stores remains an ongoing
concern.  Fitch views the projected $250 million in capital
spending for fiscal 2011 below levels required to remain
competitive and the company's market share could continue to
weaken over time, even in markets where it has a top three
position.

Beyond the benefit from the generic wave in 2012-14, Fitch does
not expect meaningful top line and EBITDA expansion over the next
few couple years given the lack of capital to execute successfully
on its plans to address underperforming stores.  Prescription
trends remain anemic (average weekly prescriptions per store has
been flat at around 1,150 for the last few years versus Walgreen
at approximately 1,600 and CVS Caremark at 1,700) and front end
same stores sales gains are expected to be modest.  As a results,
EBITDA margins are likely to remain depressed, which at 3.5%
(excluding non-cash and merger related expenses) for the LTM
period is significantly below its two leading competitors' margins
(with Walgreen's EBITDA margin at 7% and CVS retail EBITDA margin
at 9.9%).

The issue ratings shown above are derived from the IDR and the
relevant Recovery Rating. Fitch's recovery analysis assumes a
liquidation value under a distressed scenario of approximately $6
billion on inventory, receivables, owned real estate and
prescription files.  The $1.175 billion revolving credit facility,
term loans, $410 million senior secured notes due June 2016 and
the $650 million senior secured notes due August 2020 have a first
lien on the company's cash, accounts receivable, investment
property, inventory and scrip lists, and are guaranteed by Rite
Aid's subsidiaries giving them an outstanding recovery (91%-100%).

The $1.175 billion revolving credit facility is due to mature on
Aug. 19, 2015.  However, the maturity shall be April 18, 2014 in
the event that Rite Aid does not repay, refinance or otherwise
extend the remaining term loans ($1,079 million Tranche 2 Term
Loan and $343 million Tranche 3 Term Loan due June 1, 2014) prior
to that time and meet certain other conditions.  The senior
secured credit facility requires the company to maintain a minimum
fixed charge coverage ratio (of 1.0x through Nov. 26, 2011 and
1.05x thereafter) only if availability on the revolving credit
facility is less than $150 million.  Rite Aid's fixed charge
coverage ratio was above the minimum required amount at the end
of the last quarter.

Rite Aid's senior secured notes have a second lien on the same
collateral as the revolver and term loans and are guaranteed by
Rite Aid's subsidiaries.  These are also expected to have an
outstanding recovery prospects.  Given the amount of secured debt
in the company's capital structure, the unsecured guaranteed notes
are assumed to have below average recovery prospects (11%-30%) and
unsecured notes and convertible bonds are assumed to have poor
recovery prospects (0%-10%) in a distressed scenario.


ROCHA DAIRY: Committee Gets Nod to Hire Rocha Farms as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Rocha Dairy LLC
aka Rocha Farms obtained permission from the U.S. Bankruptcy Court
for the District of Idaho to retain May Browning & May as its
counsel, effective as of July 21, 2011.

The members of the Committee are:

   a. Troy Chandler, Farmore of Idaho
   b. Lonnie Lowder, Blue Mud, Inc.
   c. David Silva, High Mountain Hay
   d. Chancey Standlee, Standlee Hay Company
   e. Cindy Wiersema, Kurt Wiersema Trucking

                        About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No. 11-
40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve 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 Elcidio Rocha, member.


ROCK PARENT: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned Rock Parent LLC its
'B' corporate credit rating. The rating outlook is stable.

"At the same time, we assigned the company's $300 million first-
lien senior secured credit facilities, which were borrowed by
wholly owned subsidiary ROC Finance LLC, our issue-level rating of
'BB-' (two notches higher than the 'B' corporate credit rating).
We also assigned this debt a recovery rating of '1', indicating
our expectation of very high (90% to 100%) recovery for lenders in
the event of a payment default. The first-lien credit facilities
consist of a $150 million funded term loan and two delayed-draw
term loans totaling $125 million, all due Aug. 19, 2017, and a $25
million revolving credit facility due Aug. 19, 2016," S&P stated.

"Additionally, we assigned our issue-level rating of 'B' (the same
as the corporate credit rating) and a recovery rating of '3', to
the company's $380 million of second-lien senior secured notes due
2018. The '3' recovery rating indicates our expectation of
meaningful (50%-70%) recovery for lenders in the event of a
payment default. Wholly owned subsidiaries ROC Finance LLC and ROC
Finance 1 Corp are co-borrowers on the notes," S&P noted.

"The capital structure also includes a $125 million furniture,
fixtures, and equipment (FF&E) facility which we do not rate," S&P
said.

"Our rating assignment follows the closing of the company's new
credit facility and our review of final documentation," S&P
stated.

Rock Parent LLC is a subsidiary of Rock Ohio Caesars LLC (ROC),
which is 80% owned by Rock Gaming, a Midwest-based gaming company
whose principal investor is Dan Gilbert, and 20% owned by
subsidiaries of Caesars Entertainment Corp. The company was
created for the purposes of developing and operating two casino
facilities in Ohio. The casinos will be managed by Caesars.

ROC plans to use proceeds from the debt issuance, along with about
$245 million of equity contributed by Rock and Caesars, to fund
approximately $1.1 billion of development and construction costs
for the Cleveland and Cincinnati casinos, establish an interest
reserve account to fund debt service during the remaining
construction period of Cleveland, and to fund transaction fees and
expenses.

"The 'B' corporate credit rating reflects our assessment of the
company's business risk profile as weak," said Standard & Poor's
credit analyst Melissa Long, "given construction and execution
risk associated with developing and opening two casinos in new
gaming markets." The rating also incorporates favorable
demographics in the market, limited direct competition
(particularly in Cleveland), the experience of the management team
in operating regional casinos, and the inclusion of the casinos in
Caesars Total Rewards network.


ROTHSTEIN ROSENFELDT: Trustee Seeks $10MM From Levinson Jewelers
----------------------------------------------------------------
Keith Goldberg at Bankruptcy Law360 reports that the trustee
overseeing Rothstein Rosenfeldt Adler PA, the bankrupt law firm of
convicted Ponzi schemer Scott Rothstein, sued a high-end jewelry
store in Florida on Wednesday, seeking to claw back nearly
$10 million Mr. Rothstein paid the store from 2006 to 2009.

Law360 relates that prosecutors said trustee Herbert Stettin said
Fort Lauderdale, Fla.-based Levinson Jewelers fraudulently
received the money from Rothstein Rosenfeldt Adler PA, the firm
through which Rothstein orchestrated a $1.2 billion Ponzi scheme.

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RQB RESORT: Goldman Acquiring Sawgrass Marriott in Confirmed Plan
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Sawgrass Marriott Resort in Ponte Vedra Beach,
Florida, will be taken over by secured lender Goldman Sachs
Mortgage Co. after the bankruptcy judge on Oct. 18 signed an order
confirming the Chapter 11 reorganization plan.

Mr. Rochelle recounts that following the resort's Chapter 11
filing in March 2010, disputes between the resort and Goldman
Sachs culminated in January, when the bankruptcy judge ruled in
favor of New York-based Goldman Sachs by accepting the lender's
valuation that the property was worth $132 million. Goldman Sachs
was owed $193 million balance on a mortgage.

According to the report, Goldman Sachs filed the plan that gave it
ownership, together with an unsecured deficiency claim for almost
$64 million. Trade suppliers with $190,000 in claims are to
receive about half their debt. All creditor classes voted in favor
of the plan.  Equity holders, who received nothing, weren't
entitled to vote, although Goldman Sachs agreed to give releases
to the resort's principals.

Mr. Rochelle notes that the plan ends the management agreement
with Interstate Hotels & Resorts LLC.  Interstate's claim is in a
separate class with the Goldman Sachs deficiency claim.  Together,
they will recover about 3% from splitting up about $2.3 million
cash, according to the disclosure statement.

The franchise agreement with Marriott International Inc. continues
under Goldman Sachs's ownership.

                        About RQB Resort LP

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 10-01596) on March 1, 2010.
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


RVTC LIMITED: Aims Full Payment of Gen. Unsec. Claims in 2 Yrs.
---------------------------------------------------------------
RVTC Limited Partnership submitted to the U.S. Bankruptcy Court
for the Western District of Texas, San Antonio Division, a plan of
reorganization and disclosure statement dated Sept. 19, 2011.

The Plan will be funded through Cash in the Debtor's bank account,
the amounts held in the Dale Schuparra Custody Account and the net
proceeds from the sales of the Debtor's assets, plus any recovery
on Causes of Action and/or Litigation Claims.  These funds will be
used to fund the Debtor's up-front payment obligations under the
Plan.

Under the Plan, there are five general classes of non-subordinated
creditors holding claims against the Debtor:

* Secured Claim of Bank of the Bank of Ozarks, estimated at
    $10.5 million.  The Bank is an oversecured creditor, pursuant
    to prepetition loan agreements with the Debtor, with a lien
    on certain of the Debtor's Property.  Additionally, Bank has
    a lien on the proceeds from the Schuparra Custody Account.

* Secured Tax Claims, estimated at $102,000

* Priority Non-Tax Claims, estimated at $0

* General Unsecured Claims, estimated at $2 million.  The
   General Unsecured Claims are primarily the claims of insiders
   and/or affiliates of Debtor, as well as the unsecured claim of
   Macina Bose Copeland and Associates, Inc. ("MBC") under an
   unsecured note between Debtor and MBC.

* Convenience Class Claims, which are general unsecured claims
   $5,000 or less.

Under the Plan, the Allowed Secured Claim of Bank of the Ozarks
will be paid pursuant to the terms of a loan modification
agreement.  The Plan further contemplates that each holder of an
Allowed General Unsecured Claim, who is not an Insider, will
receive payment in full plus accrued interest at the higher of the
contract rate or 5% per annum plus allowed attorneys' fees and
expenses over a period not to exceed 24 months following
confirmation of the Plan.

In particular, the Plan modifies the Loan Agreement providing for
payment in full of the Allowed Claim of the Bank of Ozarks, as
memorialized in the Loan Modification Agreement, so that the
maturity date of the Loan Agreement will become 4 years after the
later of (i) the Effective Date of the Plan, or (ii) the date that
the Claim of the Bank become an Allowed Claim.  The Loan
Modification Agreement also prescribes payment of interest at a
floating rate equal to the 30 day LIBOR Rate plus 2.25%, with a
floor of 5.5%.

Administrative Expense Claims, estimated at $120,000, and Priority
Tax Claims, estimated at $0, will be paid in full as allowed by
the Court.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/RVTC_DiscStmSpt19.PDF


                          About RVTC LP

Rialto Village Town Center is a proposed $60 million to $70
million mixed-used development on 24 acres on the far Northwest
Side in San Antonio, Texas.

RVTC Limited Partnership fka Fair Prospects, L.P., owner of the
Rialto Village Town Center, filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Case No. 11-52240) on June 29, 2011.
Judge Leif M. Clark presides over the case.  Thomas Rice, Esq., at
Cox smith Matthews Incorporated, represents the Debtor.  The
Debtor disclosed $12,158,560 in assets and $12,564,538 in
liabilities as of the Chapter 11 filing.


SHAMROCK-SHAMROCK INC: Court Terminates Coldwell Banker Services
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
granted Shamrock-Shamrock, Inc.'s request to terminate Coldwell
Banker Surfcoast Realty, Inc., as its real property manager.

Judge Arthur B. Briskman held that Coldwell Banker is terminated
effective September 2, 2011.

The Court directed Coldwell Banker to immediately turn over to the
Debtor $35,000 in rents collected, and approximately $54,000 in
deposits held for tenants.

Coldwell Banker will provide the Debtor and the Court a full
accounting of rents and deposits including:  a list of tenants
with deposits; deposit amounts for each tenant on the list; rents
due, collected, and past due; and all amounts paid by Coldwell
Banker to the Debtor within 14 days from September 9, 2011.

The Court directed the Debtor to (a) circulate its Order to each
current tenant to notify them of Coldwell Bankers' termination and
(b) notify each tenant to whom and how they will pay rents in the
future.

Coldwell Banker was further directed to file with the Court an
application for compensation seeking authorization for any
compensation to be paid to it for services rendered through
September 2, 2011.

                    About Shamrock-Shamrock

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Company
scheduled assets of $12,284,976 and liabilities of $17,021,201,
owing on mortgages to a variety of lenders.


SOLYNDRA LLC: Imperial Says 25 Potential Buyers Have Lined Up
-------------------------------------------------------------
Tom Hals at Reuters reports that Eric Carlson, of Imperial Capital
LLC, financial adviser of Solyndra LLC, said the Company had
received active interest from 25 potential buyers for all or parts
of its operations.  Mr. Carlson said 14 would be considered
strategic buyers, the rest financial buyers.

Reuter notes, however, that no party has committed to act as an
initial or "stalking horse" bidder.  Bids are due in mid-November.

As reported in the Troubled Company Reporter on Sept. 20, 2011,
Imperial Capital is expected to negotiate a sale or financing.
The firm would also put values on the Company either in
liquidation or through reorganization.

Imperial is to receive a monthly fee of $150,000.  In addition
there would be $1 million paid if Solyndra confirms a Chapter 11
plan.  The fee is cut in half to $500,000 if the plan results from
liquidation.  If there is a sale, Imperial would earn a fee equal
to the greater of $1 million or 2% of the purchase price.  Should
Solyndra attract new debt or equity capital, there would be a 1%
fee for secured debt, 3% of subordinated debt, and 5% of any
equity investment.

                         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 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.


SONJA TREMONT-MORGAN: Hannibal Wants Chapter 7 for TV Star
----------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a film production
company that won a $7 million judgment against a "Real Housewives
of New York City"star sought Tuesday to have her Chapter 11
bankruptcy plan converted into a Chapter 7 liquidation because of
her alleged financial mismanagement.

Embattled reality TV star Sonja Tremont-Morgan sought bankruptcy
protection in New York in November after Hannibal Pictures Inc.
won a $7 million jury verdict in a suit claiming she broke a
contract agreement by failing to provide the promised funding for
"Fast Flash to Bang Time.?

New York City-based Sonja Tremont-Morgan filed for Chapter 11
protection on Nov. 17, 2010 (Bankr. S.D.N.Y Case No. 10-16132).
The Debtor disclosed $13,458,749 in assets and $19,839,501 in
liabilities as of the Chapter 11 filing.


SOUTH EDGE: Plan Confirmation Hearing to End Oct. 26
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the confirmation hearing to approve the Chapter 11
plan for the 2,000-acre Inspirada residential development in
Henderson, Nevada, began this week in U.S. Bankruptcy Court in Las
Vegas.  The confirmation trial continues will conclude with
closing arguments on Oct. 26.

Mr. Rochelle relates that the bankruptcy judge approved a
settlement with Focus Group South LLC on Oct. 17.  Focus was
claiming a lien on about $26 million cash and opposed approval of
the reorganization plan.

Mr. Rochelle discloses that the reorganization plan for the
project's owner, South Edge LLC, will implement a larger
settlement negotiated in May by secured lenders with South Edge's
Chapter 11 trustee, KB Home and other homebuilders who represented
92 percent of the ownership interests in the project.

The project ultimately was to cost $1.25 billion and have 8,500
homes.  The lenders were to provide $595 million in financing.
Other financing includes $102 million in public bonds for
improvements.

                          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.


SPRINT NEXTEL: Fitch Lowers Issuer Default Rating to 'B+'
---------------------------------------------------------
Fitch Ratings has downgraded the ratings for Sprint Nextel
Corporation and its subsidiaries as follows:

Sprint Nextel Corporation (Sprint Nextel);

  -- Issuer Default Rating (IDR) to 'B+' from 'BB-';
  -- Senior unsecured notes to 'B+/RR4' from 'BB-'.

Sprint Capital Corporation;

  -- IDR to 'B+' from 'BB-';
  -- Senior unsecured notes to 'B+/RR4' from 'BB-'.

Nextel Communications Inc. (Nextel);

  -- IDR to 'B+' from 'BB-';
  -- Senior unsecured notes to 'B+/RR4' from 'BB-'.

The ratings for the unsecured credit facility at Sprint Nextel
reflect the application of Fitch's recovery methodology.

--Senior unsecured credit facility to 'BB/RR2' from 'BB-'.

The Rating Outlook on Sprint Nextel and its subsidiaries is
Negative.

The rating downgrade reflects the increased credit risk,
financially and operationally in the short to medium term,
resulting from materially greater cash requirements associated
with the iPhone and accelerated network vision plans.
Consequently, financial leverage will increase significantly more
than the previous ratings contemplated.  Fitch expects leverage
for Sprint to peak at approximately 5.0 times (x) during 2012
before an expected decline in the out years as the network
modernization project progresses although certainty around timing
and pace of any improvement is limited.  Current leverage was
approximately 3.3x at the end of the second quarter 2011.

Fitch also remains concerned with refinancing risk and views
Sprint Nextel's liquidity position as constrained despite the
current high levels of cash.  Significant cash requirements during
the next two years will cause the company to materially draw down
its cash levels.  Fitch now expects deficit spending in excess of
$3 billion in 2012 due to iPhone related costs and capital
spending for its network modernization and LTE deployment.  Sprint
has indicated plans for $10 billion in capital spending in 2012
and 2013.

The company's liquidity at the end of the second quarter 2011 was
in excess of $5 billion, including $4.3 billion in cash.  During
the next three years, Sprint has $5.4 billion in debt maturities
including $2.3 billion in 2012, $1.8 billion in 2013, and $1.4
billion in 2014.  Fitch estimates Sprint's funding requirements
will also be in excess of $5 billion in 2012. Consequently, Fitch
believes Sprint needs to take steps to bolster its liquidity in
the near term to remove this as a potential issue given all the
execution and operational risk present.  A failure to address the
need for additional liquidity in a timely manner would result in a
further ratings review.

The lack of a longer-term agreement with Clearwire leaves a
significant strategic void in Sprint's longer-term 4G spectrum
strategy.  In particular, the company has indicated that its
current spectrum position is sufficient through 2014.  Clearwire's
spectrum would enable Sprint to fill capacity related hot spot
areas in its urban cores.  Fitch expects that while a growing
sense of urgency exists between the two companies to find common
ground for a longer-term agreement, Sprint and Clearwire have been
at odds when viewing desired solutions.

Absent a spectrum agreement, Fitch believes that Clearwire will
have greater challenges in securing sufficient funding for its
4G/LTE plans.  Likewise, Sprint would not have adequate spectrum
to handle future capacity and bandwidth demands for its unlimited
data plan users, which is currently a core operating strategy.
Sprint's initial deployment of 4G/LTE will also use only 10 MHz of
spectrum compared to more robust deployments with 20 MHz of
spectrum by Verizon and AT&T. This will result in lesser
performance relative to its peers.  Longer term, Clearwire's
spectrum would solve this problem.  Consequently, Sprint will
attempt to rely on its improved device lineup, unlimited value-
priced plans, and improved brand image to maintain its competitive
position.

The current ratings have limited flexibility for execution
missteps, weakened core operational results, significantly higher
cash requirements or lack of expected benefits from the network
modernization project.  Clearwire also presents event risk to
Sprint in the event of several circumstances.  This could include
Clearwire filing for bankruptcy, Sprint acquiring Clearwire or
Sprint making an unexpected capital contribution to Clearwire.

Fitch does not believe Sprint views the LightSquared agreement for
spectrum hosting as a core 4G spectrum strategy given the
significant risks and uncertainties facing LightSquared.  This is
strictly an opportunity to better leverage Sprint's network to
drive incremental cash flow and gain access to cheaper capacity
options than otherwise possible with its existing agreement with
Clearwire.  However, Fitch currently sees little value in this
arrangement unless LightSquared clears significant regulatory
hurdles within a relatively short time period.

Sprint's $2.1 billion unsecured revolving credit facility expires
in October 2013. As of the end of the second quarter 2011, the
company had $1.2 billion in letters of credit outstanding, leaving
$900 million of borrowing capacity.  Fitch expects Sprint will
need to negotiate an amendment to the credit facility to give the
company adequate cushion relief as iPhone related losses would
cause the company to breech the covenant at some point in 2012.
Additionally, beginning in April 2012, the ratio will reduce to
4.25x, and further reduce to 4x in January 2013.

Fitch conducts a customized analysis and assigns recovery ratings
when an issuer's IDR is 'B+' or below, which is now the case for
Sprint.  This involves an estimation of post-default cash flow and
applying a multiple to reflect the company's relative position
within a sector.  In Sprint's case, Fitch applied significant
stresses to cash flow and the multiple value due to the current
operational and financial risk.

The senior unsecured credit facility benefits from an upstream
senior unsecured guarantee from all material subsidiaries.
Consequently, Fitch has assigned a 'BB/RR2' rating, reflecting
expectations for superior recovery prospects under a bankruptcy
scenario.  For the remaining unsecured debt, the waterfall
analysis yielded a 'B+/RR4' reflecting an average recovery for
the unsecured debt at each of the subsidiaries and parent.


SUNVALLEY SOLAR: Enters Into Photovoltaic Contract with Ken Vong
----------------------------------------------------------------
Sunvalley Solar, Inc,, on Oct. 6, 2011, entered into a
Photovoltaic System Contract with Ken Vong Farms of Thermal,
California.  Under the Contract, the Company has been engaged to
install a 220.43 kW-DC photovoltaic solar power system for an
estimated total price of $991,935.

In addition, the Company has agreed to provide certain warranties
to the customer regarding workmanship, minimum nominal power
outputs of the system, and other matters.  The Company expects to
begin work on the system in early 2012.

A full-text copy of the Photovoltaic System Contract is available
for free at http://is.gd/MDpIlP

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

The Company's balance sheet at June 30, 2011, showed $3.88 million
in total assets, $3.84 million in total liabilities and $36,619
total stockholders' equity.

As reported in the TCR on April 8, 2011, Sadler, Gibb and
Associates, LLC, in Salt Lake City, Utah, expressed substantial
doubt about Sunvalley Solar's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had losses from operations of
$375,839 and accumulated deficit of $958,924.

According to the Company, the success of its business plan during
the next 12 months and beyond will be contingent upon generating
sufficient revenue to cover the Company's costs of operations /or
upon obtaining additional financing.


SUNVALLEY SOLAR: Board OKs Entry Into SPA with Asher Enterprises
----------------------------------------------------------------
Sunvalley Solar, Inc.'s board of directors approved the Company's
entry into a Securities Purchase Agreement with Asher Enterprises,
Inc., and the issuance to Asher of a Convertible Promissory Note
under the SPA in the amount of $75,000.  The SPA and the Note are
effective Sept. 23, 2011.  The Note bears interest at an annual
rate of 8%, with principal and interest coming due on June 27,
2012.  The Note may be converted in whole or in part, at the
option of the holder, to shares of the Company's common stock, par
value $0.001, at any time following 180 days after the issuance
date of the Note.  The conversion price under the Note is 61% of
the Market Price of the Company's common stock on the conversion
date.  For purposes of the Note, "Market Price" is defined as the
average of the 3 lowest closing prices for the Company's common
stock on the 10 trading days immediately preceding the conversion
date.  The number of shares issuable upon conversion is limited so
that the Holder's total beneficial ownership of the Company's
common stock may not exceed 4.99% of the total issued and
outstanding shares.  This condition may be waived at the option of
the holder upon not less than 61 days notice.

Upon conversion of the Note in whole or in part, the Company will
be obligated to deliver the conversion stock to the holder within
3 business days of the Company's receipt of notice of conversion.
Failure to timely deliver conversion stock will cause the Company
to incur daily penalties.  The conversion price will be subject to
adjustment in the event of certain dilutive issuances of
securities, distributions of stock or assets to shareholders,
mergers, consolidations, and certain other events.  Pre-payment of
the Note will result in certain penalties depending on the time of
pre-payment, and will not be allowed after 180 days.

Additional covenants, representations, and warranties between the
parties are included in the Note and the SPA.

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

The Company's balance sheet at June 30, 2011, showed $3.88 million
in total assets, $3.84 million in total liabilities and $36,619
total stockholders' equity.

As reported in the TCR on April 8, 2011, Sadler, Gibb and
Associates, LLC, in Salt Lake City, Utah, expressed substantial
doubt about Sunvalley Solar's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had losses from operations of
$375,839 and accumulated deficit of $958,924.

According to the Company, the success of its business plan during
the next 12 months and beyond will be contingent upon generating
sufficient revenue to cover the Company's costs of operations /or
upon obtaining additional financing.


SUPERIOR OFFSHORE: Plan Injunction Does Not Stop Suit v. Insurer
----------------------------------------------------------------
Triumph Marine, Inc. seeks to file a lawsuit for contractual
defense and indemnity, nominally against Superior Offshore
International, Inc.  To file the lawsuit, Triumph seeks to have
the plan injunction in Superior's bankruptcy case amended so that
Triumph can sue to the extent of Superior's available insurance
coverage.  Triumph does not seek recovery of any damages directly
from Superior.  In an Oct. 19, 2011 Memorandum Opinion and Order,
Bankruptcy Judge Marvin Isgur said modification or revocation of
the plan would not be allowed under 11 U.S.C. Sec. 1127(b) or Sec.
1144.  However, the plan injunction does not prevent Triumph from
proceeding against Superior in name only.  "[T]he Court recognizes
that modification of the plan injunction is not necessary to allow
Triumph to proceed nominally against Superior in order to collect
insurance proceeds," Judge Isgur said, according to the ruling,
available at http://is.gd/d3oPDgfrom Leagle.com.

                      About Superior Offshore

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provided subsea construction and commercial diving services to the
offshore oil and gas industry.

Superior Offshore sought Chapter 11 protection (Bankr. S.D. Tex.
Case No. 08-32590) on April 24, 2008.  The Debtor disclosed total
assets of $67,587,927 and total liabilities of $54,359,884 in its
Schedules.  David Ronald Jones, Esq., and Joshua Walton Wolfshohl,
Esq., at Porter & Hedges LLP, represented the Debtor as counsel.
The U.S. Trustee for Region 7 appointed five creditors to serve on
an Official Committee of Unsecured Creditors.  Douglas S. Draper,
Esq., at Heller Draper Hayden Patrick & Horn LLC, and Michael D.
Rubenstein, Esq., at Liskow Lewis, represented the Committee as
counsel.  The company's chapter 11 plan of liquidation took effect
in February 2009 and the United States Court of Appeals blessed
the plan in December 2009.


SWENSON BROS.: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Swenson Bros. Grain, L.L.C.
        201 Railway Street
        Lane, SD 57356

Bankruptcy Case No.: 11-30065

Chapter 11 Petition Date: October 17, 2011

Court: U.S. Bankruptcy Court
       District of South Dakota (Central (Pierre))

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Thomas M. Tobin, Esq.
                  TONNER TOBIN AND KING
                  P.O. Box 1456
                  Aberdeen, SD 57402-1456
                  Tel: (605) 225-1000
                  E-mail: ttk@nvc.net

Estimated Assets: $0 to $50,000

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

The Company's list of its largest unsecured creditors does not
contain any entry.

The petition was signed by Darren Swenson, secretary.


SWENSON BROTHERS: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Swenson Brothers
        39476 - 234th Street
        Woonsocket, SD 57385

Bankruptcy Case No.: 11-40823

Chapter 11 Petition Date: October 17, 2011

Court: U.S. Bankruptcy Court
       District of South Dakota (Southern (Sioux Falls))

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Thomas M. Tobin, Esq.
                  TONNER TOBIN AND KING
                  P.O. Box 1456
                  Aberdeen, SD 57402-1456
                  Tel: (605) 225-1000
                  E-mail: ttk@nvc.net

Estimated Assets: Not Stated

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

The Company's list of its eight largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/sdb11-40823.pdf

The petition was signed by Darren Swenson, partner.


SWIPE-N-SHINE L.L.C.: Case Summary & Creditors List
---------------------------------------------------
Debtor: Swipe-N-Shine L.L.C.
        4832 S. Murray Boulevard
        Salt Lake City, UT 84123

Bankruptcy Case No.: 11-35020

Chapter 11 Petition Date: October 15, 2011

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

Judge: Joel T. Marker

Debtor's Counsel: Matthew M. Boley, Esq.
                  PARSONS KINGHORN HARRIS
                  111 E. Broadway, 11th Floor
                  Salt Lake City, UT 84111
                  Tel: (801) 363-4300
                  Fax: (801) 363-4378
                  E-mail: mmb@pkhlawyers.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 14 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/utb11-35020.pdf

The petition was signed by Brett A. Pace, member/manager.


TELKONET INC: Three Directors Elected at Annual Meeting
-------------------------------------------------------
Telkonet, Inc., held its Annual Meeting of Stockholders on
Oct. 17, 2011.  At the Annual Meeting, the stockholders elected .
Anthony J. Paoni, Jason L. Tienor and William H. Davis as
directors to serve for the ensuing year and until their successors
are elected.  The stockholders also approved the ratification of
the appointment of Baker Tilly Virchow Krause, LLP, as the
Company's independent registered public accounting firm for the
year ended Dec. 31, 2011.

                           About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

The Company reported a net loss attributable to common
stockholders of $1.77 million on $11.26 million of total revenue
for the year ended Dec. 31, 2010, compared with net income
attributable to common stockholders of $1.06 million on $10.52
million of total revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed
$16.58 million in total assets; $4.18 million in total
liabilities; $968,701 in redeemable preferred stock, Series A;
$1.36 million in redeemable preferred stock, Series B; and $10.07
million in total stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  RBSM noted that the Company has incurred
significant operating losses in current year and also in the past.


TELLICO LANDING: Court Sets Nov. 4 Disclosure Statement Hearing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
has scheduled a hearing for Nov. 4, 2011, to consider the approval
of the explanatory disclosure statement filed by Debtor Tellico
Landing, LLC, for its Chapter 11 Plan.  The deadline to object to
the disclosure statement is Oct. 28, 2011.

As reported in the TCR on Oct. 17, 2011, the Debtor's Plan
projects that over the next four to five years more than
$22 million in lots and tracts could be sold at Rarity Pointe,
using new pricing and a new marketing effort.  The Plan is based
on court approval of a loan worth up to $2.75 million from an
entity called Heritage Solutions LLC.

In a separate filing last month, Tellico said it owes principal of
roughly $6.7 million to WindRiver Investments LLC, and needs
$2.75 million in new funding to reorganize.  The filing said
Tellico would use certain of the funds for "additional marketing
efforts to aggressively market lots" at the project.  A budget
filed by the Debtor indicated that $1.1 million would go to
advertising costs, an estimated $750,000 for county taxes and a
$350,000 interest reserve for WindRiver.

A copy of the disclosure statement, as filed on Oct. 4, 2011, is
available for free at:

          http://bankrupt.com/misc/tellico.DS.dkt48.pdf

                      About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe?.  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed in the Tellico case because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


TH PROPERTIES: Objects Ch.7 Conversion; Exit Plan in the Works
--------------------------------------------------------------
Crissa Shoemaker DeBree at phillyBurbs.com reports that TH
Properties asked a bankruptcy court judge to deny a request that
the company liquidate its assets to repay creditors, saying it's
nearing the end of its reorganization.

According to the report, the Company said it worked "tirelessly
and diligently" to reorganize and exit bankruptcy during a period
of "unparalleled economic turmoil."

U.S. Trustee Roberta DeAngelis is asking the Bankruptcy Court to
convert the case to Chapter 7.  Ms. DeBree says the trustee said
in court filings that there's no hope the company will be able to
restructure its debt.  THP is "administratively insolvent," the
trustee said, with more than $2.9 million in post-bankruptcy debt.

The report says THP acknowledged that it, in some cases had to
surrender collateral to its creditors, but also pointed out that
it's come to terms with some of its largest lenders, including
Bank of America, so it can continue building. In those cases, it's
using the proceeds from the sale of completed houses to repay its
debts.

Ms. DeBree notes THP said it just completed settlement
negotiations with Wilmington Trust, another of its largest
lenders.  Under that deal, THP would complete seven units in the
Northgate housing development in Upper Hanover.  Wynstone
Development Group, a company owned by THP founders Tim and Todd
Hendricks but not involved in the bankruptcy filing, would develop
the Wynstone project in Upper Hanover, and use proceeds to repay
bankruptcy-related debt.

The report relates that THP has yet to file a plan of
reorganization.  It said the plan has been done "for some time,"
but will be rewritten to reflect the Wilmington Trust agreement.
The company said the plan will also detail how it will pay its
post-bankruptcy debt.

                       About T.H. Properties

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Northgate
Development Company, LP (Bankr. E.D. Calif. Case No. 09-____) was
among the affiliates that filed. Barry E. Bressler, Esq., at
Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey,
Esq., at Montgomery McCracken Walker and Rhoads LLP, represent the
Debtors in their restructuring efforts.  T.H. Properties estimated
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its Chapter 11 petition.  A
creditors' committee has been appointed in the Debtors' chapter 11
proceedings.

Affiliate Wynstone Development Group, LP (Bankr. E.D. Calif. Case
No. 10-17863) filed for Chapter 11 protection on Sept. 14,
2010.  It estimated assets and debts of $1 million to $10 million
in its Chapter 11 petition.


TODD BRUNNER: Creditors Investigate Financial Records
-----------------------------------------------------
Cary Spivak of the Milwaukee (Wis.) Journal Sentinel reports that
creditors are scouring the records of Todd Brunner to determine
what exactly he owns and how much those assets are worth.

The report says Mr. Brunner said that Julie Sweet, a former
secretary, ruined his records but Ms. Sweet said she returned all
of his records in good condition.  Jonathan Goodman, Esq., Mr.
Brunner's bankruptcy lawyer, said his client denies ever receiving
the records from Ms. Sweet.

The report relates that Ms. Sweet acknowledged she did not return
the records in a typical business style.  Instead of handing them
to Mr. Brunner, Ms. Sweet said she placed his "less important"
records and paperwork in a couple of large plastic storage boxes,
taped them shut and left them at the door of his home, which also
serves as his office.

Todd Brunner filed for Chapter 11 protection (Bankr. E.D. Wis.
Case No. 11-29064) on June 5, 2011.  He bought foreclosed
properties throughout southeastern Wisconsin, turning them into
rental units.  Mr. Brunner faces nearly $20?million in debt.
This is his second Chapter 11 filing.


TRAVELPORT HOLDINGS: Appoints G. Baiera & R. Buccarelli to Board
----------------------------------------------------------------
Gavin Baiera and Richard Buccarelli were appointed to Travelport
Limited's Board of Directors.  Mr. Baiera was also appointed to
the Audit Committee, Compensation Committee and Executive
Committee of the Company's Board of Directors.  Mr. Buccarelli is
the representative on the Company's Board from One Equity
Partners, one of the Company's equity owners, and Mr. Baiera is
one of the representatives on the Company's Board from the
Company's new shareholders, pursuant to the Shareholders'
Agreement the Company and its direct and indirect parent companies
entered into on Oct. 3, 2011, in connection with the Company's
previously disclosed debt restructuring.

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

Travelport Limited's balance sheet at June 30, 2011, showed
$3.680 billion in assets, $4.136 billion in total liabilities, and
a stockholders' deficit of $456 million.

                      *    *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TRIBUNE CO: Judge 'Within Days' of Ruling on Chapter 11 Plan
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge
said he will rule "within days" on whether he will confirm Tribune
Co.'s Chapter 11 plan or a rival plan from big creditor Aurelius
Capital Management.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Two competing Chapter 11 plans are being pursued in the Chapter 11
cases of Tribune.  One plan is being co-proposed by the Debtors,
the Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase
Bank, N.A.  A second plan is being pursued by Aurelius Capital
Management LP, on behalf of its managed entities; Deutsche Bank
Trust Company Americas, in its capacity as successor indenture
trustee for certain series of senior notes; Law Debenture Trust
Company of New York, in its capacity as successor indenture
trustee for certain series of senior notes; and Wilmington Trust
Company, in its capacity as successor indenture for the PHONES
Notes.  Judge Kevin J. Carey has not issued a ruling on the plan.

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


TROPICANA ENTERTAINMENT: Parties Reach Deal on "Tropicana" Name
---------------------------------------------------------------
Parties to the adversary complaint initiated by Icahn Agency
Services LLC, et al., against Tropicana Las Vegas, Inc., et al.,
stipulate to the dismissal, with prejudice, of the complaint
pursuant to the terms of the settlement agreement, dated Aug. 9,
2011, which became effective on Sept. 28, 2011, and Rule
41(a)(1)(A)(ii) of the Federal Rules of Civil Procedure.

The settlement agreement resolves numerous pending matters before
the U.S. Bankruptcy Court for the District of Delaware and the
U.S. District Court for the District of Nevada and provides for
the mutual release of all claims by and between the Icahn
Plaintiffs and the Tropicana LV Defendants related to the
"TROPICANA" trademarks.

The Icahn Plaintiffs are Icahn Agency Services LLC; Icahn
Partners LP; Icahn Partners Master Fund LP; Icahn Partners
Master Fund II LP; Icahn Partners Master Fund III LP; Tropicana
Entertainment Inc.; and New Tropicana Holdings, Inc.

The Tropicana LV Defendants are Tropicana Las Vegas, Inc. and
Hotel Ramada of Nevada, LLC.

Originally filed in August 2010, the Icahn Plaintiffs, under the
Adversary Complaint, sought to enjoin the Tropicana LV Defendants
from asserting in a Nevada state court action that they are the
owners of the "TROPICANA" and "TROP" trademarks and service
marks.  By September 2010, the Defendants sought dismissal of the
Complaint.

A year after the Complaint was filed, the Tropicana LV Defendants
reached a trademark settlement agreement with the OpCo Debtors,
the OpCo-Related Entities, and the Liquidating LandCo Debtors
relating to the ownership of the "TROPICANA" and "TROP"
trademarks.  The Bankruptcy Court approved the Trademark
Settlement in mid-September 2011.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TSI ACQUISITION: Moody's Withdraws 'Caa1' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn all the ratings for TSI
Acquisition, LLC (TSI) following its acquisition by Hunting PLC
(unrated) and the full repayment of TSI's rated debt. The ratings
withdrawn are the Caa1 Corporate Family Rating, B3 senior secured
first lien rating, and the Caa3 secured second lien rating.

RATINGS RATIONALE

The principal methodology used in rating TSI was the Global
Oilfield Services Rating Methodology published in December 2009.

Headquartered in Pampa, TX, TSI designs, manufactures and
distributes down-hole perforating equipment and related products,
as well as well-logging instrumentation, for use by oilfield
services companies.


TURKPOWER CORP: Delays Filing of Quarterly Report on Form 10-Q
--------------------------------------------------------------
TurkPower Corporation said it was unable to, without unreasonable
effort or expense, prepare and provide certain accounting and
documentation work to the Company's independent accountants early
enough to allow for the completion of their review of the
Company's financial statements prior to the prescribed due date.
Thus, the Company requires additional time to properly complete
and file its Form 10-Q for the fiscal quarter ended Aug. 31, 2011.
The Company expects to file within the extension period.

                   About TurkPower Corporation

New York-based TurkPower Corporation (formerly Global Ink Supply
Co.) was incorporated on Nov. 4, 2004, in Delaware.  On May 11,
2010, Global Ink Supply Co. changed its name to TurkPower
Corporation.

On Dec. 23, 2009, the Company entered into the consulting and
service operations business, offering domestic and international
clients consulting services.  The Company acts as a full-service
operator for wind, hydro, solar, and geothermal energy parks in
Turkey.  The Company also generates revenue by entering into
agreements with other entities to provide consulting services to
clients in the energy market.

The Company reported a net loss of $5.86 million on $64,308 of
revenue for the year ended May 31, 2011, compared with a net loss
of $511,149 on $215,050 of revenue during the prior year.

The Company's balance sheet at May 31, 2011, showed $1.69 million
in total assets, $2.79 million in total liabilities, all current,
and a $1.09 million total stockholders' deficit.

MaloneBailey LLP, in Houston, Texas, noted that the Company has
incurred losses from operations and has a working capital deficit
as of May 31, 2011, which raises substantial doubt about its
ability to continue as a going concern.


UNITED RENTAL: Moody's Affirms 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed United Rentals' (URI) CFR and
PDR at B2. In a related action, Moody's downgraded the company's
senior unsecured notes to B3 from B2 and affirmed all other
outstanding instrument ratings upon the execution of the company's
new unrated $1.8 billion senior secured credit facility. The new
facility refinances its current $1.36 billion facility, the
ratings of which are being withdrawn. The ratings outlook is
stable.

RATINGS RATIONALE

The affirmation of the B2 CFR reflects the expectation that rental
demand will continue to improve over the next 12 months due in
part to economic factors that favor renting vs. buying of
equipment by the company's customers and due to positive GDP
growth. The affirmation incorporates Moody's expectation that free
cash flow will be limited by growth in capital expenditures to
address increased demand and the operational need to update aging
fleet. Moody's also anticipates the return on assets (ROA) to
continue to improve slowly.

The one notch downgrade of the company's $500 million senior
unsecured notes due 2016 and its $500 million senior unsecured
notes due 2019 results from almost $450 million in additional
secured commitments under the new $1.8 billion credit facility
that now rank senior to them.

URI's liquidity rating remains unchanged at SGL-3, reflecting
Moody's belief that the company will maintain an adequate
liquidity profile over the next twelve months. Moody's expects
that operating cash flow generation should be sufficient to fund
the company's normal operating requirements. The company has been
able to sell assets and generate positive cash flow through
working capital release during the downturn.

The stable outlook reflects Moody's belief that the company is
well positioned in the current rating category with enough
flexibility in the rating to address the still difficult economy
and the low anticipated free cash flow available to reduce debt
due to intermediate term fleet reinvestment needs. Moody's Vice
President, Paul Aran stated that "so long as the company does not
meaningfully increase its reinvestment plans from currently
anticipated levels by Moody's, the leverage metrics are not
anticipated to change materially over the intermediate term."

The rating outlook or ratings could strengthen if positive revenue
growth coincided with improving operating margins and improved
return on assets. Positive ratings traction could develop were the
company's pretax income to average assets to improve to above 3%,
EBITA/Interest above 1.3 times, debt/EBITDA below 4.5 times and
improving (all ratios per Moody's standard accounting
adjustments), with at least an adequate liquidity profile.

The stable outlook could be under pressure if EBITA/Interest falls
below 1.3 times, or the company generates negative free cash not
driven by an increase in capital expenditures due to greater
demand. The ratings may be downgraded if the company's operating
margin was anticipated to contract, or if EBITA/Interest was
anticipated to fall below 1.0 times on a projected basis.
Debt/EBITDA trending towards 5.0 times could also result in a
ratings downgrade.

Downgrades:

   Issuer: United Rentals (North America), Inc.

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3,
      LGD4, 62% from B2, LGD4, 57%

LGD Adjustments:

   Issuer: United Rentals (North America), Inc.

   -- Senior Subordinated Regular Bond/Debenture, changed to LGD5,
      87% from LGD5, 86%

   -- Senior Subordinated Conv./Exch. Bond/Debenture, changed to
      LGD5, 87% from LGD5, 78%

   -- Multiple Seniority Shelf, changed to LGD4, 62% from LGD3,
      47%

Withdrawals:

   Issuer: United Rentals (North America), Inc.

   -- Senior Secured Bank Credit Facility, Withdrawn, previously
      rated Ba1, LGD2, 15%

The principal methodology used in rating URI was the Global
Equipment and Automobile Rental Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

United Rentals, Inc. is a holding company that conducts its
operations through its wholly owned subsidiary, United Rentals
(North America), Inc. and its subsidiaries (collectively "URI").
URI is the world's largest equipment rental company operating
approximately 539 rental locations in the United States (48
states; serving 99 of the 100 largest metropolitan areas) and each
Canadian province. Revenues are derived primarily from equipment
rentals, sales of used rental equipment, sales of new equipment,
and contractor supplies sales and service. LTM revenues thorough
June 30, 2011 totaled $2.4 billion.


US ROUTE 23: Plan Violates Absolute Priority Rule
-------------------------------------------------
Bankruptcy Judge Charles M. Caldwell denied confirmation of US
Route 23 Supply LLC's Second Amended Plan of Reorganization, and
converted the Debtor's bankruptcy proceeding to Chapter 7, with an
immediate cessation of operations and appointment of an interim
trustee.

Creditors Roberta and William Hendershot, and Famous Enterprises,
Inc., objected to confirmation.

US Route 23 Supply LLC is a retail and wholesale plumbing,
heating, and cooling parts supply company headquartered in
Circleville, Ohio, with miscellaneous businesses in pool and
barbecue sauce sales.  Michael Grashel is the sole member and
owner of US Route 23 Supply, which filed for Chapter 11 relief
(Bankr. S.D. Ohio Case No. 10-62903) on Oct. 29, 2010, to stop the
Hendershots from executing on a state court pre-judgment
attachment.  At the time of filing, the Debtor disclosed $598,000
in total debts, and currently the Debtor has claims against it
totaling $1,325,515.

The Debtor's Plan creates seven classes: (1) administrative
expenses; (2) governmental priority claims; (3) the impaired
Kingston secured claim; (4) the impaired Toyota secured claim for
a Toyota Tundra; (5) an impaired secured Toyota Motor Corporation
Claim on a Toyota forklift; (6) impaired unsecured non-priority
creditors; and (7) the interest of the equity security holder.
Under the proposed Plan, administrative and secured creditors are
paid in full and unsecured creditors would receive a 15% dividend
on their claims through monthly payments of $673.57 over 60
months.

To secure payment for the unsecured creditors, the Plan proposes
that the Debtor execute a first mortgage on unencumbered property
in favor of a nominated member of the class, holding that mortgage
in trust until the entire class is paid in full.  The Debtor owns
a pole-barn and the surrounding acreage in Circleville, Ohio,
which is unencumbered and serves as the Debtor's headquarters.
This property was purchased for $285,000 in 2008, was valued in
the schedules at $200,200; and the Debtor testified that he
received purchase offers at $135,000.

The Plan also provides that if the Debtor must contribute new
value to retain his ownership interest, Mr. Grashel is prepared to
contribute $23,500 in commitments from friends and relatives. The
amended disclosure statement provides the names of the seven
individuals who are evidently willing to provide between $1,000
and $5,000 each to help Mr. Grashel retain his ownership
interests.  The Plan, however, provides no guarantee that the
funds will be paid.

Although the impaired Toyota Motor Credit Corporation B-3 class
voted to accept the Plan, the unsecured creditor C-1 class voted
against it.

In their objection, Famous Enterprises and the Hendershots argued
that the Plan:

     -- fails the absolute priority rule under 11 U.S.C. Sec.
        1129(b) because Mr. Grashel retains his equity interest
        in the Debtor's unencumbered property while unsecured
        creditors receive less than full repayment.

     -- is not feasible, violating 11 U.S.C. Sec. 1129(a)(11).

     -- does not satisfy the best interest of creditors as
        required by 11 U.S.C. Sec. 1129(a)(7).

     -- was not proposed in good faith, breaching 11 U.S.C. Sec.
        1129(a)(3).

Counsel for Famous Enterprises and the Hendershots both preferred
Chapter 7 liquidation.

The Court noted that although the Debtor recognized the necessity
of dealing with the absolute priority rule, it failed to satisfy
its requirements. Under the Plan, Mr. Grashel, the Debtor's sole
equity holder, will retain his interest post-confirmation.  In
comparison, unsecured creditors will receive $40,414.20 in cash
distributions, a dividend far less than 100%.  As unsecured
creditors would receive less than the full amount of their claims,
Mr. Grashel must provide new value to retain his interest.

In response, the Debtor proposes to (1) grant a security interest
in its unencumbered property to a member of the unsecured creditor
class; and (2) provide up to $23,500 of capital contributed by
friends and family. The Court finds and concludes that the
proposed capital contributions and mortgage are not reasonably
equivalent to the value retained by Mr. Grashel.

The Court noted that after substantial consummation of the Plan,
unsecured creditors would receive up to $63,914, while Mr. Grashel
retains the unencumbered property worth, at a minimum, $135,000.
The mortgage only ensures payment; it does not provide unsecured
creditors with any increased percentage distribution on their
claims. In addition, there is no guarantee that the proposed
capital contributions would be made.  In sum, the Debtor has
failed to provide new value that is reasonably equivalent to the
interest retained by equity.  As a result, the Plan violates the
absolute priority rule, and cannot be confirmed.

The Court also pointed out that the Debtor's records show that
there are significant assets that may yield a meaningful recovery
for creditors.  Conversion to Chapter 7 provides an orderly
liquidation and distribution of assets.  On the other hand,
dismissal results in a scramble to collect, which is an anathema
to the purpose of bankruptcy -- ensuring a fair and orderly
distribution of a debtor's assets.

A copy of the Court's Oct. 14, 2011 Memorandum Opinion is
available at http://is.gd/3Astw5from Leagle.com.

A copy of the Debtor's petition is available at no charge at
http://bankrupt.com/misc/ohsb10-62903.pdf


VAN CHASE: Case Converted to Ch. 7; 341 Meeting on Nov. 4
---------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in the Chapter 7 case of Van Chase LLC on Nov. 4, 2011, at 1:00
p.m.  The meeting will be held at Mesa City Commissioners Public
Hearing Room, 544 Rood Avenue, in Grand Junction, Colorado.

Charles F. McVay, United States Trustee, through counsel, asked
the U.S. Bankruptcy Court for the District of Colorado, to dismiss
the Chapter 11 case, or convert the Debtor's case to one under
Chapter 7 of the Bankruptcy Code.  The case was converted to
Chapter 7 on Sept. 28, 2011.

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 Van Chase

Aspen, Colorado-based Van Chase, LLC, develops and sells luxury
residences.  The Debtor filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 10-31555) on Aug. 24, 2010.  John D.
LaSalle, Esq., at Wright & LaSalle, in Aspen, Colorado, assists
the Debtor in its restructuring effort.  According to its
schedules, the Debtor disclosed $26,528,200 in total assets and
$15,150,964 in total liabilities as of the Petition Date.  The
United States Trustee has not appointed a trustee, an examiner or
an unsecured creditors committee in Debtor's case.


VAN CHASE: Files Schedules of Assets and Liabilities
----------------------------------------------------
Van Chase LLC filed with the Bankruptcy Court for the District of
Colorado its schedules of assets and liabilities as a Chapter 7
debtor, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,761,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,072,687
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $95,756
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $9,987,700
                                 -----------      -----------
        TOTAL                     $2,761,000      $17,156,143

                          About Van Chase

Aspen, Colorado-based Van Chase, LLC, is engaged in the business
of developing and selling luxury residences.  The Debtor filed for
Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 10-
31555) on Aug. 24, 2010.  John D. LaSalle, Esq., at Wright &
LaSalle, in Aspen, Colorado, assists the Debtor in its
restructuring effort.  The United States Trustee has not appointed
a trustee, an examiner or an unsecured creditors committee in
Debtor's case.

Charles F. McVay, United States Trustee, through counsel, asked
the Court to dismiss the Chapter 11 case, or convert the Debtor's
case to one under Chapter 7 of the Bankruptcy Code.  The case was
converted to Chapter 7 on Sept. 28, 2011.


VILLA D'ESTE: Section 341(a) Meeting Scheduled for Nov. 3
---------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of Villa D'Este LP on Nov. 4, 2011, at 2:00 p.m.  The meeting will
be held at RM 105, 21051 Warner Center Lane, Woodland Hills,
California.

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 Villa D'Este

Villa D'Este LP, in Los Angeles, California, filed for Chapter 11
bankruptcy (Bankr. C.D. Calif. Case No. 11-21488) on Sept. 28,
2011.  Judge Victoria S. Kaufman presides over the case. The Law
Office of Elaine D. Etingoff -- elaineetingoff@gmail.com -- serves
as the Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in assets and debts.  The petition was
signed by Phillip Ram, operating manager of general partner.

Affiliates that previously filed separate Chapter 11 petitions
are: Norman Salter (Bankr. C.D. Calif. Case No. 09-11653) on Feb.
17, 2009; and Phillip Ram, aka Dilip K. Ram (Bankr. C.D. Calif.
Case No. 09-10969) on Jan. 21, 2009.

Secured lender Bank of America is represented by Patricia H. Lyon,
Esq., and Celine Mui, Esq. -- phlyon@frenchandlyon.com and
cmui@frenchandlyon.com -- at French & Lyon PC.


WESTERN COMMUNICATIONS: Has Final OK to Use Bofa Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized in
a final order dated Oct. 5, 2011, Western Communications, Inc., to
use cash collateral in which Bank of America, N.A., claims a
security interest, to pay costs and expenses incurred by Debtor in
the ordinary course of its business, consistent with a budget.

The Debtor will provide BofA with updated and extended budgets on
Nov. 15, 2011, for the period from Dec. 1, 2011, through Feb. 28,
2012, and on Feb. 15, 2012, for the period from March 1, 2012,
through May 31, 2012.

The Debtor's authority to use cash collateral, without further
order of the Court issued after notice and hearing or the written
consent of BofA, will automatically expire upon the earlier of (a)
the Effective Date of a plan of reorganization confirmed in this
case; (b) May 31, 2012, at 11:59 p.m.; or (c) regardless of
whether Debtor has expended the entire amount set forth in the
budget, the failure by Debtor to comply with any provision of this
order, which failure is not remedied within 5 business days after
delivery of notice of such failure by BofA to Debtor.

As adequate protection for any cash collateral used by Debtor,
BofA is granted, pursuant to Sections 361(1) and 363(e) of the
Bankruptcy Code, a Replacement Lien to secure an amount of BofA's
prepetition claims equal to the extent of any diminution in value
of BofA's collateral as of Aug. 23, 2011 (the "Petition Date").

The Replacement Lien will attach to all property and assets of the
Debtor and its estate, whether now owned or hereinafter acquired
by the Debtor, and all products, proceeds, rents, issues or
profits thereof that were either subject to BofA's security
interests or liens as of the Petition Date or acquired as a result
of Debtor's use and/or expenditure of cash collateral.
The Replacement Lien will be in addition to all other security
interests and liens securing BofA's allowed secured claim in
existence on the Petition Date.

With respect to the collateral encumbered by prepetition liens in
favor of Bo A, the Replacement Lien will have the same priority as
BofA's prepetition liens in any property or assets acquired by
Debtor postpetition of the same nature or type.  With respect to
any other property acquired by Debtor postpetition to which the
Replacement Lien applies, the priority of the Replacement Lien
will be determined as of the date of entry of this order.

To the extent the Replacement Lien proves to be inadequate as
adequate protection, as further partial adequate protection BofA
will have allowed administrative claims under Section 503(b) of
the Bankruptcy Code, which claims will have priority over, and be
senior to, all other administrative claims against Debtor pursuant
to Section 507(b) of the Bankruptcy Code.

Debtor is authorized to use cash collateral to pay, on or before
Oct. 31, 2011, United States Trustee's fees payable pursuant to
28 U.S.C. Section 1930 for the period from the Petition Date
through Sept. 30, 2011.

A copy of the final cash use order is available for free at:

     http://bankrupt.com/misc/westerncommunications.dkt80.pdf

                   About Western Communications

Western Communications, Inc., is a family-owned corporation
founded by renowned editor Robert W. Chandler.  Headquartered in
Bend, Oregon, Western Communications is a small market newspaper,
niche publishing, printing and digital media company with
publications spread throughout Oregon (six publications) and
California (two publications).  The Company produces and publishes
the Bend Bulletin, the Baker City Herald, the La Grande Observer,
the Redmond Spokesman, the Brookings Curry Coastal Pilot, the
Crescent City Daily Triplicate, and the Sonora Union Democrat.
The Company also publishes the Central Oregon Nickel Ads in Bend,
Oregon.

Western Communications filed for Chapter 11 bankruptcy (Bankr.
Ore. Case No. 11-37319) on Aug. 23, 2011.  Albert N. Kennedy,
Esq., and Michael W. Fletcher, Esq., at Tonkon Torp LLP, in
Portland, Oregon, serve as the Debtor's bankruptcy counsel.  The
Zinser Law Firm, P.C., and Davis Wright Tremaine LLP serve as the
Debtor's special purpose counsel.  The petition was signed by
Gordon Black, president.  The Company disclosed $31,254,096 in
assets and $19,068,329 in liabilities as of the Chapter 11 filing.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed because an insufficient number of
persons holding unsecured claims against Western Communications
have expressed interest in serving on a committee.


WESTERN COMMUNICATIONS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
Western Communications, Inc., filed with the U.S. Bankruptcy Court
for the District of Oregon amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,180,000
  B. Personal Property           $20,075,376
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,485,167
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $465,763
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $117,399
                                 -----------      -----------
        TOTAL                    $31,255,376      $19,068,329

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

     http://bankrupt.com/misc/westerncommunications.dkt86.pdf

                   About Western Communications

Western Communications, Inc., is a family-owned corporation
founded by renowned editor Robert W. Chandler.  Headquartered in
Bend, Oregon, Western Communications is a small market newspaper,
niche publishing, printing and digital media company with
publications spread throughout Oregon (six publications) and
California (two publications).  The Company produces and publishes
the Bend Bulletin, the Baker City Herald, the La Grande Observer,
the Redmond Spokesman, the Brookings Curry Coastal Pilot, the
Crescent City Daily Triplicate, and the Sonora Union Democrat.
The Company also publishes the Central Oregon Nickel Ads in Bend,
Oregon.

Western Communications filed for Chapter 11 bankruptcy (Bankr. D.
Ore. Case No. 11-37319) on Aug. 23, 2011.  Albert N. Kennedy,
Esq., and Michael W. Fletcher, Esq., at Tonkon Torp LLP, in
Portland, Oregon, serve as the Debtor's bankruptcy counsel.  The
Zinser Law Firm, P.C., and Davis Wright Tremaine LLP serve as the
Debtor's special purpose counsel.  The petition was signed by
Gordon Black, president.  The Company disclosed $31,254,096 in
assets and $19,068,329 in liabilities as of the Chapter 11 filing.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed because an insufficient number of
persons holding unsecured claims against Western Communications
have expressed interest in serving on a committee.


XODTEC LED: Delays Filing of Quarterly Report on Form 10-Q
----------------------------------------------------------
Xodtec LED, Inc., notified the U.S. Securities and Exchange
Commission that it will be late in filing its Quarterly Report on
Form 10-Q for the period ended Aug. 31, 2011.  The Company said
that the compilation, dissemination and review of the information
required to be presented in the Form 10-Q for the relevant period
has imposed time constraints that have rendered timely filing of
the Form 10-Q impracticable without undue hardship and expense to
the Company.  The Company undertakes the responsibility to file
that report no later than five days after its original prescribed
due date.

                         About Xodtec LED

Headquartered in Jhonghe City, Taiwan, Xodtec LED, Inc. is a
Nevada corporation incorporated on November 29, 2006, under the
name Sparking Events, Inc.  On June 28, 2009, the Company's
corporate name was changed to "Xodtec Group USA, Inc." and on
May 17, 2010, the Company's corporate name was changed to "Xodtec
LED, Inc."

The Company, through its subsidiaries, is engaged in the design,
marketing and selling of advanced lighting solutions which are
designed to use less energy and have a longer life than
traditional incandescent, halogen, fluorescent light sources.  The
Company's wholly-owned subsidiaries, Xodtec Technology Co., Ltd.;
Targetek Technology Co., Ltd.; UP Technology Co., Ltd., are
organized under the laws of the Republic of China (Taiwan).  The
Company also owns a 35% interest in Radiant Sun Development S.A.,
a company organized under the laws of the Independent State of
Samoa.

The Company reported a net loss of $1.59 million on $1.03 million
of revenue for the year ended Feb. 28, 2011, compared with a net
loss of $2.23 million on $991,645 of revenue during the prior
year.

The Company's balance sheet at May 31, 2011, showed $1.51 million
in total assets, $4.37 million in total liabilities and a $2.86
million total stockholders' deficit.

As reported by the TCR on June 20, 2011, Simon & Edward, LLP, in
City of Industry, California, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the results for the year ended Feb. 28, 2011.  The independent
auditors noted that the Company has incurred significant operating
losses, has serious liquidity concerns and may require additional
financing in the foreseeable future.


Z TRIM HOLDINGS: Inks Manufacturing Agreement with Aveka Group
--------------------------------------------------------------
Z Trim Holdings, Inc., signed a manufacturing contract with Aveka
Nutra Processing, LLC, part of the Aveka Group.  The agreement
will provide Z Trim with a partner for future manufacturing
initiatives.  The contract will initially increase monthly
production of Z Trim's dietary fiber product from current levels
of approximately 30,000 pounds per month by an additional 100,000
pounds per month, then, over time, to as much as 1,000,000 pounds
per month.  Aveka plans to produce Z Trim products in Waukon,
Iowa, and expects to invest over $3 million in a facility.

"Z Trim's relationship and previous achievements with Aveka
provide management with the utmost confidence that this agreement
will initially allow us to quadruple our current production
capacity to 130,000 pounds per month, while lowering manufacturing
costs," stated Steve Cohen, CEO of Z Trim Holdings.  "We believe
that Z Trim will be able to leverage Aveka's key industry
relationships and strong R&D capabilities in order to mass
commercialize our industry-changing technologies.  With production
expected to begin in the second or third quarter 2012, at 100,000
pounds per month and with the ability to reach 1 million pounds
per month, we believe that Z Trim will become an attractive large-
scale supplier to global consumer goods companies."

Z Trim Holdings had previously engaged Aveka to assist in further
optimization of the manufacturing process and to develop plans to
protect and expand Z Trim's intellectual property.  The agreement
included research and development initiatives aimed at
establishing and expanding the functional performance of the
insoluble and soluble fibers derived from Z Trim Holdings'
existing patented processes.

"We look forward to helping Z Trim Holdings, Inc., become a major
global supplier of multi-functional ingredients," said Aveka
founder, Dr. Willie Hendrickson.  "Z Trim's products are truly
born of a disruptive technology, which will change the way many
companies make use of agricultural by-products."

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company reported a net loss of $10.91 million on $903,780 in
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $12.21 million on $559,910 of revenue during the prior
year.

The Company's balance sheet at June 30, 2011, showed $6.50 million
in total assets, $16.09 million in total liabilities, $1.52
million in total commitment and contingencies, and a $11.11
million total stockholders' deficit.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company said that for the year ended Dec. 31, 2009, it did not
have enough cash on hand to meet its current liabilities or to
fund on-going operations beyond one year.  As a result, the report
of independent registered public accounting firm included an
explanatory paragraph in respect to the substantial doubt of the
Company's ability to continue as a going concern.

The Company's cash on hand as of Dec. 31, 2010 is $2,327,013.
Since June 2010, the Company brought in $8,170,988 in funds
through the sale of Preferred Stock, and our investors converted
approximately $8,100,000 of convertible debt into common stock.
In addition to the fundraising efforts, the Company intends to
make capital expenditures necessary to increase its capacity and
to reduce its cost per pound.  Due to the expected increase in
production capacity, the Company anticipates its sales for fiscal
year ended Dec. 31, 2011 will approximately double those of fiscal
year ended Dec. 31, 2010.

Although the Company has recurring operating losses and negative
cash flows from operating activities, the Company has positive
working capital and believe it has enough cash on hand to satisfy
current obligations.  If the Company is unsuccessful in its plans
to increase revenue and capacity, the impact may have a material
impairment on its ability to continue as a going concern.


* 'And' Means 'Either' in Home Mortgage-Loan Dispute
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in New Orleans penned an
opinion on Oct. 17 interpreting the meaning of the word "and."
The court concluded that "and" means "either or both."  As a
result, individual bankrupts are liable to pay more toward home
mortgage lenders' attorney's fees.  In an unsigned opinion, the
Fifth Circuit in New Orleans concluded that the proper meaning was
"either or both."  The case is In re Countrywide Home Loans
Servicing LP v. Velazquez (In re Velazquez), 10-20609, U.S. Court
of Appeals for the Fifth Circuit (New Orleans).


* Proposed Law Looks to End Delaware's "Bankruptcy Capital" Status
------------------------------------------------------------------
American Bankruptcy Institute reports that a bipartisan bill
sponsored by leaders of the House Judiciary Committee may strip
Delaware of its status as the premier venue for U.S. bankruptcy
cases, costing the state's economy an estimated $100 million a
year.


* Strategic Value Raises $750MM for New Special Situations Fund
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Strategic Value
Partners raked in $750 million so far for its second special
situations fund that will target European distressed credit, said
a person familiar with the situation.


* McDonald Hopkins Law Firm Expands Miami Office
------------------------------------------------
Amy B. Spagnole has joined McDonald Hopkins LLC as Of Counsel in
the Intellectual Property Practice of the business advisory and
advocacy law firm.  She is based in the firm's Miami office, which
opened in April 2011 and is the firm's second office in Florida.
Spagnole has extensive experience in strategic portfolio
development, protection and enforcement of trademarks, copyrights
and domain names, merchandise licensing, and e-commerce
transactions.

Representing clients across a broad range of industries, Spagnole
develops cost-effective intellectual property registration and
protection strategies designed to maximize the return on
investment related to brand management.  During her career,
Spagnole has served as a partner in a prominent New England law
firm and was the vice president and general counsel for a sports
entertainment company.  She has also served as an adjunct faculty
member at Suffolk University Law School.

A graduate of Suffolk University Law School with a J.D., magna cum
laude, Spagnole has a Bachelor of Arts degree from Syracuse
University.  She is licensed to practice law in the states of
Florida, Massachusetts and Rhode Island.

"We are excited to have Amy Spagnole join our Miami office. She
adds her extensive knowledge and insight to our firm's national
intellectual property team and will be a tremendous asset as we
grow to serve the South Florida business community," said Raquel
A. "Rocky" Rodriguez, managing member of the McDonald Hopkins'
Miami office.

                  Intellectual Property Practice

The Intellectual Property Practice at McDonald Hopkins provides a
broad range of legal services to clients in all matters involving
patents, copyrights, trademarks, trade dress, trade secrets,
intellectual property procurement, and enforcement.

                      About McDonald Hopkins

McDonald Hopkins -- http://www.mcdonaldhopkins.com/-- is a
business advisory and advocacy law firm with an 80-year history.
The firm is focused on business law, litigation, business
restructuring and bankruptcy, intellectual property, healthcare,
and estate planning.  McDonald Hopkins has offices in Chicago,
Cleveland, Columbus, Detroit, Miami and West Palm Beach.  The
president of McDonald Hopkins is Carl J. Grassi.


* BOOK REVIEW: Hospital Turnarounds - Lessons in Leadership
-----------------------------------------------------------
Editors: Terence F. Moore and Earl A. Simendinger
Publisher: Beard Books
Softcover: 244 pages
Price: $34.95
Review by Henry Berry

Hospital Turnarounds - Lessons in Leadership is a compilation of
twelve essays on the many approaches that have been taken to
resuscitate hospitals in distressed situations.  Most of the
essayists are CEOs or presidents of hospitals or healthcare
organizations, and their stories are all different and compelling
in their own way.  The hospitals differ in their size,
marketplace, facilities, and services offered.  The causes of
their distress vary and the strategies that were used to overcome
them are wide-ranging.  All-in-all, it makes for an engaging
collection of success stories.

The authors have extensive experience in the healthcare system,
and nearly all have held top leadership posts in several public
and private hospitals.  Most importantly, all have been involved
in successful turnarounds at some time in their careers. Two of
the authors are from the field of marketing, which can play a
significant role in hospital turnarounds.

The number of troubled hospitals rises and falls over time,
depending on many factors, including the state of the U.S.
economy.  There are always some hospitals in a distressed
situation or teetering close to it.  In spite of the fact that
healthcare is a basic need in U.S. society, hospitals are
constantly vulnerable to financial problems because of
competition, changing medical technology, new approaches to
healthcare from improved drugs and public awareness, and medical
malpractice lawsuits.  Any or all of these factors can be
financially crippling and, even if the financial impact is
minimized, a hospital's reputation can be damaged.  Like any other
business organization, hospitals can also run into difficulty
because of poor management or labor problems.

The first and last chapters, "Introduction" and "Turnarounds: An
Epilogue," respectively, are written by the co-editors.  The
balance of the chapters contain first-hand accounts of hospital
turnarounds, with the authors asked by the co-editors to "document
the role of the various publics."  The authors do this, offering
their assessment of the role of the board of directors, medical
staff, management team, volunteers, and other relevant "publics"
in the respective turnarounds.   A common thread in this book is
that the import and activities of these publics were different in
every turnaround.  Each turnaround had to address its own
grievous, overriding problem or set of problems.  Each turnaround
had its own cast of characters who brought different backgrounds
and skills to the turnaround.  As a result, each path taken to
overcoming the distressed situation was different.

No matter what the cause or causes of a hospital's distressed
situation, in nearly every case the problems were first realized
when a financial problem became apparent.  Thus, turnarounds are
inevitably focused on improving a hospital's financial situation.
As one of the authors notes, "A turnaround is most often the
result of increased revenues and decreased expenses."  The
approach taken by some of the authors was to focus on
"[increasing] revenues to improve the operating margins of their
organizations."  Many other turnarounds were accomplished by
focusing on reducing expenses.  Invariably, however, a combination
of both was needed and working toward these paired objectives
required a new strategic thinking and the development of
operational capabilities that prepared the hospital for long-term
survival in continually changing market conditions.  One author's
prescription for success was, "Upward communication, fluidity of
organizational structure, a reduction of unnecessary bureaucratic
rules and policies, and ambitious yet realistic goals and
objectives."

These practices are present in healthy companies and usually
missing in distressed companies.  Implementation of these business
practices is essential for a hospital to return to a favorable
financial footing.

Another author addressed "organizational burnout," which must be
corrected if a hospital is to survive.  Burnout is evident when
"the sum of an organization's actual output is decreasing over
time when compared with its potential output."  The challenge
facing hospital executives and turnaround specialists is to reduce
-- and ideally, eliminate -- the gap between actual and potential
output.  The smaller the gap, the more efficient, productive, and
healthy the organization.

These are just a few of the observations and lessons provided in
this collection of essays.  Through engaging first-person accounts
of rescue stories, the reader learns what a turnaround is all
about, how to diagnose a distressed situation, and how to
formulate a strategy that implements specific corrective actions.

Terence F. Moore has been involved in the Michigan hospital system
as President and CEO of Mid-Michigan Health, Board Member of the
Michigan Hospital Association, and Chair of the East Michigan
Hospital Association.  He is also a fellow of the American College
of Healthcare Executives.  Earl A. Simendinger is a professor of
management at the College of Business at the University of Tampa
who for 20 years was a hospital administrator.  Also a fellow in
the American College of Healthcare Executives, he has written many
books and articles on management and organizational development.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***