TCR_Public/111028.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 28, 2011, Vol. 15, No. 299

                            Headlines

4KIDS ENTERTAINMENT: Wants Until Feb. 3 to Propose Chapter 11 Plan
ALLEGHENY NATURAL: Has Stipulation Ending Involuntary Case
ALTON SQUARE: Marquette Realty is Mall's New Owner
AMBAC FINANCIAL: IRS Move Toward Settlement Over Tax Bill
AMR CORP: Ramp Workers Reach Tentative Labor Deal

AMGANESETT FAMILY: Court Affirms SARE Ruling
AMTRUST FINANCIAL: Court Approves Chapter 11 Plan
ASTORIA GENERATING: S&P Puts 'CCC+' Rating on Loan on Watch Dev.
BARKI LLC: CFTC Gets Judgment in $38 Million Ponzi Scheme
BROADSTRIPE LLC: Wins OK to Send Ch. 11 Plan for Creditors Vote

BROOKE CORP: Clawback Suit Remains in Bankruptcy Court
CAGLE'S FARMS: Lowenstein Sandler Retained as Creditors' Counsel
CAGLE'S FARMS: Gets Shares Delisting Notice From NYSE Amex
CELL THERAPEUTICS: Incurs $16.6-Mil. Net Loss in Sept. Quarter
CELL THERAPEUTICS: To Sell up to $100 Million of Securities

CENTRAL BUILDING: Files Schedules of Assets and Liabilities
CENTRAL BUILDING: Court OKs Avion Holding as Restructuring Agent
CHARLESTON ASSOCIATES: Dec. 7 Disclosure Statement Hearing Set
CHINA TEL GROUP: Signs Agreement to Provide a 4G Network in China
CHRYSLER GROUP: Lightstone Defends Extended Stay Ch. 11 Filing

CIMA LLC: Files New Schedules of Assets and Liabilities
CLINTON COURT: Court OKs Employment of Robinson Brog as Counsel
COMMONWEALTH ADVISORS: Nine Investment Funds File for Bankruptcy
CROATAN SURF: 1st Lien Lender Can't Vote Junior Lender's Claim
CRYSTAL CATHEDRAL: To Sell Assets to Chapman University for $50MM

DAIRY PRODUCTION: 3 Debtors File Joint Reorganization Plan
DALLAS STARS: IRS Objects to Firm's Plan to Exit Bankruptcy
EAST HARLEM: Seeks to Employ Lamonica Herbst as Attorneys
EDWARD DEETS: Seeks to Employ Jeffrey Servin as Attorney
ELLIPSO INC: Judge Cuts Butzel Long's Fees Over Non-Disclosure

ENCOMPASS GROUP: Sankaty Advisors Takes Over Firm
ENER1 INC: Common Shares to be Delisted from NASDAQ
EVERGREEN SOLAR: Meeting of Creditors Continued Until Nov. 3
FNB UNITED: Completes Acquisition of Bank of Granite
FORESIGHT ENERGY: S&P Puts B- Corp. Credit Rating on Watch Dev.

GELT PROPERTIES: Court OKs Cohen and Forman as Special Counsel
GENTA INC: One Holdings Discloses 9.9% Equity Stake
GENTA INC: White Flame Discloses 9.9% Equity Stake
GSC GROUP: Black Diamond Files Plan, Offers 31% to 43% Recovery
GSC GROUP: Nov. 18 Confirmation Hearing on Trustee Plan Set

H&H BAGELS: Faces Possible Eviction From New York Plant
HARRISBURG, PA: Covanta Energy Objects to Ch. 9 Bankruptcy Filing
HARRISBURG, PA: Mayor Seeks Help to Avert Takeover
HAWAIIAN TELCOM: Moody's Assigns 'B1' Corporate Family Rating
HEALTHWAYS INC: S&P Lowers Counterparty Credit Rating to 'BB-'

HEALTHSPRING INC: Moody's Reviews Ba1 IFS Rating for Upgrade
INNKEEPERS USA: Exits Ch. 11 After Sale to Cerberus
ISTAR FINANCIAL: Sells All Interest in Oak Hill Advisors
JER/JAMESON MEZZ: Jameson Ch. 11 Will Not Impact Operations
JER/JAMESON MEZZ: 2nd Unit With Colony Debt Seeks Chapter 11

KINGSBURY CORP: Seeks to Hire Donnelly Penman as Inv. Banker
KOREA TECHNOLOGY: Examiner Wins Court Approval to Hire Counsel
LOS ANGELES DODGERS: McCourt, Selig Dodgers Showdown Postponed
LA JOLLA: Has 76.5 Million Outstanding Common Shares
LAKE TAHOE: Files Fourth Amended Version of Reorganization Plan

LE-NATURE'S INC: Convicted CEO Ordered to Repay $661 Million
LEHMAN BROTHERS: Completes Innkeepers Transaction; Receives Payout
LEHMAN BROTHERS: Joint Chapter 11 Plan Now Supported by Creditors
LOCATION BASED TECH: Names G. Gaines Marketing Chief
LODGENET INTERACTIVE: Reports $2MM Net Income in Sept. 30 Quarter

LOS ANGELES DODGERS: Fox Backs MLB's Plan to Halt Exclusivity
LTS NUTRACEUTICALS: To Buy All Outstanding Shares of Biocalth
LYONDELL CHEMICAL: Directors Fire Back at Stock Option Clawback
M&M STONE: Section 341(a) Meeting Continued Until Nov. 14
M&M STONE: U.S. Trustee Appoints 4-Member Creditors' Panel

MARKWEST ENERGY: Moody's Assigns Ba3 Rating to $500MM Sr. Notes
MARKWEST ENERGY: Fitch to Rate New Sr. Unsecured Notes at 'BB'
MEDIA GENERAL: S&P Downgrades Corporate Credit Rating to 'CCC+'
MICHAEL SCOTT CHANDLER: Court Refuses to Reverse Plan Ruling
MONEYGRAM INT'L: Inks 5th Supplemental Indenture with Goldman

MSR RESORT: Wants Continued Access to Cash Until June 30
NATIONAL LAMPOON: Judge Refuses to Appoint Receiver
NCOAT INC: No Meaningful Distribution to Unsecured Creditors
NORTEL NETWORKS: Seeks to Pay $4.4MM Bonuses to Key U.S. Employees
NORTHCORE TECHNOLOGIES: To Provide Tech. for Irish Gov't. HSE

NUSCALE POWER: $30-Million Deal Frees Firm From Receivership
PETROLEUM & FRANCHISE: BDO USA to Audit 2009 and 2010 Returns
PHOENIX GENESIS: In Receivership Due to Inability to Pay Debts
PMI MORTGAGE: Downgraded to 'Caa3' by Moody's, Outlook Negative
PRESIDENTIAL REALTY: Class B Shares Delisted from NSYE Amex

PURE BEAUTY: Section 341(a) Meeting Scheduled for Nov. 10
PURE BEAUTY: U.S. Trustee Appoints 7-Member Creditors' Panel
PURSELL HOLDINGS: Plan Has 10% Dividend for Unsec. Creditors
RCLC INC: Liquidating Joint Plan Declared Effective Oct. 25
RCLC INC: Joint Plan of Liquidation Effective

RCLC INC: Notices Termination of Registration of Common Stock
RCS CAPITAL: Court Approves Michael Carmel as Bankruptcy Counsel
RCS CAPITAL: Court Sets Nov. 30 as Claims Bar Date
RONALD RUNYEON: Court Wants Plan Modified to Reflect New Valuation
ROTHSTEIN ROSENFELDT: Insurers, Others Object to Consolidation

SCI REAL ESTATE: Court Extends Plan Filing Deadline to Dec. 11
SEA TRAIL: Waccamaw Bank Wants Adequate Protection for Cash Use
SEA TRAIL: Taps RE/MAX as Broker to Sell Kings Trail Property
SEA TRAIL: Wants Sale of Lot 54 to Linda J. Bertschy Approved
SEA TRAIL: Wants to Hire Stubbs & Perdue as Attorney

SEMGROUP CORP: Faruqi & Faruqi Probes Firm on Asset Sale
SENESCO TECHNOLOGIES: Gets Notice of Non-Compliance From NYSE Amex
SHAMROCK-SHAMROCK: Files Amended Schedules of Assets & Liabilities
SHELDRAKE LOFTS: Oct. 31 Hearing on Exclusivity Set
SIRIUS XM: S&P Upgrades Corporate Credit Rating to 'BB'

SPANGLER GROUP: Seattle Investor Lost Millions of Clients' Money
SPECIALTY PRODUCTS: Seeks to Move Plan Filing Deadline to Nov. 30
STERLING SHOES: Gets Toronto Stock Exchange Delisting Notice
SUGARLEAF TIMBER: Plan Outline is Inadequate, Farm Credit Says
SUMMER VIEW: Can Hire Cirrus Asset Management as Asset Manager

TELECONTINUITY INC: Ch. 7 Trustee Settles With WWC Capital Fund
TETON AIR: Judge Pappas Dismisses Chapter 11 Case
TIMBER HOLDINGS: Coastal Forest Buys Firm Out of Receivership
TR SHADOW: Court Sets Nov. 30 Claims Bar Date
TRAILER BRIDGE: Inks Two Forbearance Agreements with Wells Fargo

TRAILER BRIDGE: S&P Lowers Corporate Credit Rating to 'SD'
TRANS ENERGY: Amends 1st Qtr. Financials to Add Expense
TRENTON LAND: Hearing on Case Dismissal Plea Adjourned to Nov. 2
TWIN CITY: Wants Access to Associated Bank's Cash Collateral
TWIN CITY: U.S. Trustee Protests Request to Employ Ravich Meyer

TWIN CITY: Wants to Hire Froehling Anderson as Accountant
TWIN CITY: Wants to Hire Ravich Meyer as Attorney
TX BLACKHORSE: Seeks to Employ Thomas Greene as Counsel
URBAN BRANDS: Court Confirms Plan of Liquidation
US FT: S&P Assigns Preliminary 'B' Corporate Credit Rating

VAN HUNTER: Frost National's Plan Outline Hearing Set for Nov. 14
WASHINGTON LOOP: ROBI1956 Has Limited Objection to Plan Outline
WASHINGTON MUTUAL: Equity Panel Can Hire Frank Partnoy as Adviser
WAVE HOUSE: Seeks to Borrow $500,000 Postpetition Financing
WAVE HOUSE: Seeks Approval of East West Bank Settlement Agreement

WILLIAM SWITZER: Hearing on Ch. 15 Case Dismissal Set for Nov. 2
WIRELESS AGE: Finalizes Settlement Deal With Newlook Industries

* Ex-Goldman Director Rajat Gupta Charged in Insider Case

* General Atlantic Buys Minority Stake in Oak Hill Advisors
* TPG Markets Latest $1.5 Billion Special Situations Fund

* BOOK REVIEW: Performance Evaluation of Hedge Funds



                            *********



4KIDS ENTERTAINMENT: Wants Until Feb. 3 to Propose Chapter 11 Plan
------------------------------------------------------------------
4Kids Entertainment, Inc., et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to extend their exclusive
periods to file and solicit acceptances for the proposed chapter
11 plan until Feb. 3, 2012, and April 3, 2012, respectively.

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for Chapter 11 to protect its most valuable asset --
its rights under an exclusive license relating to the popular
Yu-Gi- Oh! ("YGO") series of animated television programs -- from
efforts by the licensor, a consortium of Japanese companies, to
terminate the license and force 4Kids out of business.

4Kids, along with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on April 6,
2011.  Kaye Scholer LLP is the Debtors' restructuring counsel.
Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and notice
agent.  BDO Capital Advisors, LLC, is the financial advisor and
investment banker.  EisnerAmper LLP fka Eisner LLP serves as
auditor and tax advisor.  4Kids Entertainment disclosed
$78,397,971 in assets and $86,515,395 in liabilities as of the
Chapter 11 filing.

On July 8, 2011, Tracy Hope Davis, the U.S. Trustee for Region 2,
appointed three members to the official committee of unsecured
creditors in the Chapter 11 cases.  Hahn & Hessen LLP serves as
counsel to the Committee.  The Committee tapped Epiq Bankruptcy
Solutions LLC as its information agent.


ALLEGHENY NATURAL: Has Stipulation Ending Involuntary Case
----------------------------------------------------------
Allegheny Natural Resources, Inc., asks the U.S. Bankruptcy Court
for the Western District of Pennsylvania to approve a stipulation
dismissing its instant involuntary chapter case.

The stipulation was entered between Allegheny and the petitioning
creditors -- Aven Gas & Oil, Inc., Interstate Gas Marketing, Inc.,
and Graig Berland.

The terms of the stipulation include, among other things:

   1. Dismissal of the involuntary case is granted without
prejudice to the rights of the Petitioning Creditors to refile an
involuntary case if the reputed Debtor would be found in material
breach of the terms of the settlement agreement;

   2. in the event that a party would request the Court to enforce
the agreement, or take any other action with respect thereto, the
request will be filed under seal and accompanied by a copy of the
agreement;

   3.  the Court will retain jurisdiction over the case for the
purpose of enforcing the provisions of the agreement, and the
parties specifically consent to the jurisdiction of the Court.

TriEnergy OIl & Gas, Inc., indicated that it would not oppose the
settlement.

Terry L. Graffius, Esq., in behalf of AWS, Inc., a respondent,
consented to the stipulated order dismissing case.

The parties set a Nov. 2, 2011 hearing at 10:00 a.m., on the
approval of a stipulation dismissing the case.

AWS Inc is represented by:

         Terry L. Graffius, Esq.
         LEVENTRY, HASCHAK & RODKEY, LLC
         1397 Eisenhower Boulevard
         Richland Square III, Suite 202
         Johnstown, PA 15904
         Tel: (814) 266-1799

                About Allegheny Natural Resources

Based in Sewickley, Pennsylvania, Allegheny Natural Resources Inc.
operates 66 gas wells in Pennsylvania and has more than 1,200
acres under lease in Jefferson County.  Allegheny was named in an
involuntary Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case
No. 11-24265) on July 5, 2011.

The petitioning creditors Aven Gas & Oil, Inc., Interstate Gas
Marketing, Inc., and Craig Berland allege they are owed $1 million
each.  The petitioning creditors are represented by Robert O.
Lampl, Esq. -- rol@lampllaw.com -- as bankruptcy counsel.

Judge Judith K. Fitzgerald presides over the case.  The Court has
designated H. James Adams as principal operating officer of the
Debtor.  Allegheny is represented by Robert X. Medonis, Esq.


ALTON SQUARE: Marquette Realty is Mall's New Owner
--------------------------------------------------
Linda N. Weller at The Telegraph reports that the bank that lent
Coyote Alton Mall LLC money to purchase Alton Square, then
subsequently filed a foreclosure lawsuit against the Texas
company, now owns the shopping center.

Marquette Realty Capital LLC of Minneapolis announced Sept. 27
that it took ownership of the 634,181-square-foot shopping center
that had been in receivership since last spring, according to the
report.

With a bank as new owner, city officials said there are good
aspects and uncertain ones regarding the immediate future of the
33-year-old mall, the report notes.

Alton Square Mall is being operated by Cassidy, Turley, Midwest, a
commercial real estate firm.  Alton Square Mall is a 630,000
square-foot regional center anchored by Macy's, Sears, JCPenney,
and 60 other shops and restaurants.

As reported in the Troubled Company Reporter on March 15, 2011,
Alton Square Mall, in Alton, Illinois, was sent to receivership
and under the direction of a St. Louis company as a result of a
foreclosure lawsuit filed by a lending institution.  The owners,
Coyote Alton Mall, agreed to the receivership while the suit goes
forward.  The lender, Marquette Capital Realty, claims in its suit
that the owners borrowed about US$26.2 million when they bought
the mall in August 2007.


AMBAC FINANCIAL: IRS Move Toward Settlement Over Tax Bill
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Ambac Financial
Group Inc. is getting closer to striking a deal with the Internal
Revenue Service, which has served it with a tax bill that could
potentially topple the bond insurer's prospects for
reorganization.

                         Ambac Financial

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

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

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

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

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

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

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

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

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


AMR CORP: Ramp Workers Reach Tentative Labor Deal
-------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that in a long-awaited
positive development on the labor front, American Airlines said it
and the Transport Workers Union reached a tentative agreement on a
new four-year labor contract covering more than 10,000 baggage
handlers and ramp workers.

According to the report, the two had reached a similar accord in
May 2010, but the union later decided not to put it out to an
employee vote.

American Airlines, Inc., and its parent AMR Corporation are based
in Fort Worth, Texas.

                       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.


AMGANESETT FAMILY: Court Affirms SARE Ruling
--------------------------------------------
Bankruptcy Judge Alan S. Trust denied the motion of debtors
Amagansett Family Farm Inc., Amagansett Commons, LLC, and Ocean
Vine, Inc., seeking emergency reconsideration of the Court's
determination that each of the Debtors is a "single asset real
estate" debtor, as defined in 11 U.S.C. Sec. 101(51B).

The Debtors each own of three contiguous parcels of undeveloped
real property, commonly referred to as 531, 551, and 561 Montauk
Highay, Amagansett, New York. The Property serves as collateral
for a first mortgage loan held by Madison Realty Capital, L.P. The
Loan is secured by mortgages creating liens against the Property.

On Sept. 9, 2011, more than 90 days after the petitions were
filed, the Debtors filed a motion asking the Court to determine
the amount of the Madison secured claim under 11 U.S.C. Section
506 based on the value of the Property, and requested an
evidentiary hearing.  The Debtors allege in their Valuation Motion
that the Property is worth $6 million, and that Madison's Loan has
an unpaid balance of $17 million.

On Sept. 14, 2011, Debtors filed a motion to extend the
exclusivity period under Section 1121, seeking an extension of
time to solicit acceptances of a plan until the first business day
that is 60 days following entry of a final Court order
establishing the amount of Madison's secured claim.  As of the
filing of the Exclusivity Motion, Debtors had not yet filed a
plan.

On Sept. 15, 2011, Madison filed an omnibus motion for relief from
the automatic stay and for a declaration of the Court regarding a
determination that each Debtor is a single asset real estate
debtor.

At the Sept. 26 Hearing, the issue was raised as to whether the
Debtors should be designated as SARE debtors.  The Debtors
indicated that they did not intend to oppose the SARE
determination, but argued that they had some form of agreement
with Madison regarding the date when that determination would take
effect and/or when payments would have to commence for lift stay
purposes under Sec. 362(d)(3).  Madison denied the existence of
such an agreement.  The Court determined that each of the Debtors
meet the definition of SARE under Sec. 101(51B) and orally ruled
that the Debtors be determined to be SARE debtors, effective as of
Sept. 26.

Nearly a month later, on Oct. 20, 2011, the Debtors sought
reconsideration of the Court's ruling.  The Debtors' Motion does
not challenge the propriety of this determination, but rather asks
that the Court delay the effective date of the SARE ruling until
the first business day that is 60 days after the Court's final
determination as to the value of Debtors' Property, and asks that
the Court stay its Sept. 26, 2011 ruling.

"Based on Debtors' own motion, if they were not aware of their
SARE status on the petition date, certainly by August 11, 2011,
Debtors were aware that they likely would be determined to be SARE
debtors. August 11, 2011, was within 90 days of the date when the
order for relief was entered in this case. Therefore, Debtors had
notice and abundant opportunity to seek an extension of the 90-day
deadline for cause as provided in Sec. 362(d)(3), and to moot the
possible effect of Sec. 362(d)(3) that occurs 30 days after the
SARE determination, but Debtors chose not to do so. The fact that
Debtors conducted negotiations to attempt to resolve a deadline
imposed on them by Congress is certainly laudable; but seeking
relief which the Court is not empowered to grant, and doing so at
the last minute, are not," Judge Trust said in denying the
Debtors' request.

A copy of the Court's Oct. 25, 2011 decision and order is
available at http://is.gd/yobXBCfrom Leagle.com.

Amagansett Family Farm Inc., Amagansett Commons, LLC, and Ocean
Vine, Inc., filed for Chapter 11 protection (Bankr. E.D.N.Y. Case
Nos. 11-73928 to 11-73930) on May 31, 2011.  John P. Campo, Esq.,
at Troutman Sanders LLP, represents the Debtors.  Each of the
Debtors estimated $1 million to $10 million in assets and $10
million to $50 million in debts. The petitions were signed by
Richard J. Principi, Jr., managing member.


AMTRUST FINANCIAL: Court Approves Chapter 11 Plan
-------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that U.S. Bankruptcy Judge
Pat Morgenstern-Clarren approved AmFin Financial Corp.'s
restructuring plan Tuesday, paving the way for the fourth-largest
bank taken over by the Federal Deposit Insurance Corp. in 2009 to
exit bankruptcy.

Law360 relates that AmFin, which collapsed during the 2008
financial crisis, won widespread support for its restructuring
from creditors, including its largest, the FDIC, and during a
hearing Tuesday.

The Debtors believe that the AmFin Plan is the best feasible plan
for restructuring the Debtors, providing for the orderly
disposition of their assets and providing the greatest recovery to
creditors and equity interest holders.

According to the Disclosure Statement, the AmFin Plan incorporates
a proposed compromise and settlement regarding the holders of the
Senior Notes Claims.  Specifically, the terms of the Plan provides
that holders of senior notes will have allowed unsecured claims in
an agreed aggregate amount of $100.8 million and that the holders
of subordinated notes will have an allowed unsecured claims in an
agreed aggregate amount of $53.6 million.

                       About AmTrust Financial

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

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

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

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

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


ASTORIA GENERATING: S&P Puts 'CCC+' Rating on Loan on Watch Dev.
----------------------------------------------------------------
Standard & Poor's Ratings Services's 'CCC+' ratings on Astoria
Generating Co. Acquisitions LLC's (Astoria Gen) $430 million ($141
million outstanding) first-lien term loan due 2013 and its $100
million first-lien ($63 million drawn as of June 30, 2011) working
capital facility due 2012 remain on CreditWatch with developing
implications. "In addition, our 'CCC-' rating on the $300 million
($300 million outstanding) second-lien term bank loan due 2013
remains on CreditWatch with developing implications," S&P related.

The recovery rating of '1' on first-lien credit facilities is
unchanged, indicating that lenders can expect a very high (90% to
100%) recovery of their principal in a default scenario. The
recovery rating of '5' on the second-lien credit facility is
unchanged, indicating that lenders can expect a modest recovery
(10% to 30%) if a payment default occurs.

"Prospectively if Astoria Energy II LLC continues to fully
participate in the capacity, we expect the winter capacity prices
starting in November 2011 to be around zero. This implies that the
generation units in zone J will receive rest-of-state (ROS)
capacity prices, which was as low as 15 cents per kW?month
for April 2011, albeit based on old demand curve," S&P related.

"In the near term, we think that if these lower prices continue
Astoria Gen's cash flow will likely be insufficient to cover
operating expenses including capital maintenance," said Standard &
Poor's credit analyst Trevor D'Olier-Lees. "The third-quarter
results are not yet out; however, we think it is possible that the
project may have tripped the leverage covenant. If such a trip has
occurred the project owner can choose to cure. Moreover,
deteriorating liquidity at the project has substantially increased
refinancing risk; particularly given the revolver is due in 2012.
The project has retained a financial adviser and a law firm to
provide guidance on a potential restructuring," S&P said.

"Since our July 2011 multinotch downgrade due to heightened
uncertainty of buyer-side mitigation rules (For more details on
the rating action, please see our research update published on
July 20, 2011), the next three capacity auctions for New York zone
J produced dramatically reduced outcomes," S&P related.

In September 2011, the New York Independent System Operator
finalized the new demand curve which resets the monthly reference
price for the summer to $19.19/kW-month about 20% above the
current reference price of $15.99/kW-month. "The curve became
effective beginning with the October 2011 auction. Based on the
new demand curve, we had expected the clearing price for
October 2011 capacity auction to be close to monthly default
reference price of $6.5/kW-month. However, the actual clearing
price was significantly higher at $9.01/kW-month, albeit still
below the June auction result of $11.76 per kW-month. Although the
new demand curve can explain some of the increase it is unclear
what other factors influenced most of the increase. We think it
could be due to generators that did not clear the market," S&P
said.

The FERC has started its review of Astoria Gen's (along with
another project, TC Ravenswood LLC) July 11 filing and directed
the New York Independent System Operator (NYISO) to provide access
to confidential information used in its determination of buyer-
side mitigation.

The site for the Astoria Unit 40 (that incurred a boiler tube
explosion) has been prepared for commencement of repairs. Repair
evaluation is underway.

"The CreditWatch with developing implications reflects the
heightened uncertainty regarding future capacity prices in New
York zone J and that we may upgrade or downgrade the rating, based
on the ultimate outcome of the proceeding with the FERC. If the
FERC rules in the project's favor, we could raise the ratings. We
may downgrade the rating if the opposite occurs," S&P said.


BARKI LLC: CFTC Gets Judgment in $38 Million Ponzi Scheme
---------------------------------------------------------
The U.S. Commodity Futures Trading Commission disclosed that the
U.S. District Court for the Western District of North Carolina
entered an order of default judgment and permanent injunction
against Barki, LLC of Mint Hill, N.C.

The order, entered on September 30, 2011, stems from a CFTC
enforcement action filed on March 17, 2009 that charged Barki and
Bruce C. Kramer (Kramer) with fraudulent solicitation and
misappropriation in a $38 million leveraged foreign currency
(forex) Ponzi scheme perpetrated by Kramer.

The court's order imposes restitution of $19,960,649 and a civil
monetary penalty of $20,944,707 on Barki and imposes permanent
trading and registration bans against Barki, among other
sanctions.  The order also requires relief defendant Forest Glen
Farm, LLC of North Carolina, a company Kramer registered to
purchase his residence and a horse farm, to disgorge $1.35 million
in ill-gotten gains it received as a result of Kramer's fraudulent
conduct.

In addition, the CFTC obtained a federal court consent order from
the same court requiring disgorgement from relief defendant Rhonda
Kramer (R. Kramer) for any customer funds she obtained through
Kramer's fraudulent conduct.  The consent order, entered on
September 27, 2011, recognizes that the Receiver appointed by the
court in this case had collected funds from R. Kramer which
satisfies her disgorgement obligations under the consent order.

The Default Order Finds that Kramer Fraudulently Solicited Least
$38 Million from 79 Customers by Touting his Success in Trading
Forex

The default order finds that, from June 2004 through February
2009, Kramer fraudulently solicited at least $38 million from 79
customers by touting his success in trading forex.  Of the $38
million solicited, Kramer deposited approximately $17.5 million
for trading forex and sustained trading losses of $10 million, the
order finds.  Kramer used the bulk of the funds to pay purported
profits and to return principal to customers, and for extravagant
personal uses, such as a 48-acre horse farm, a 6,000 square foot
residence, artwork, luxury automobiles including a Maserati, and
extravagant parties, the order finds.  Kramer concealed his fraud
by issuing false account statements to customers.  His fraud
became known upon his death in February 2009.

Joseph W. Grier, III was appointed Receiver in this action and has
distributed $3,250,369 in receivership funds to Barki customers.


BROADSTRIPE LLC: Wins OK to Send Ch. 11 Plan for Creditors Vote
---------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Christopher S. Sontchi on Wednesday approved Broadstripe
LLC's disclosure statement, allowing the Company to send its
reorganization plan to creditors for a vote.

According to Law360, JudgeSontchi signed off on the disclosures at
a court hearing after the company added language resolving certain
concerns of the U.S. Trustee over indemnification and exculpation
provisions in the plan.

As contemplated in the plan, there will be an auction on Oct. 20
to determine if a $95 million bid from a group of buyers is the
best price to finance the liquidating plan.

                       About Broadstripe LLC

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

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

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


BROOKE CORP: Clawback Suit Remains in Bankruptcy Court
------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. District Judge
Eric J. Melgren n Wednesday refused to take up an adversary
proceeding filed on behalf of investors in now-bankrupt Brooke
Corp. seeking to recoup losses from the insurance company's
massive financial fraud.

According to Law360, Judge Melgren denied the defendants' request
to have the bankruptcy reference withdrawn from Chapter 7 trustee
Albert A. Riederer's suit seeking to recover money allegedly
wrongfully transferred to a group of investors during the course
of the fraud, saying the suit properly belonged before the
bankruptcy court.

                        About Brooke Corp.

Albert Riederer was appointed special master of Brooke Corporation
in prepetition federal court proceedings.  Shortly after Brooke
Corporation filed for Chapter 11 bankruptcy protection (Bankr. D.
Kansas Lead Case No. 08-22786) on October 28, 2008, Mr. Riederer
was appointed Chapter 11 Trustee.  When the case was converted to
Chapter 7 on June 29, 2009, Mr. Riederer was appointed Chapter 7
Trustee.  On October 29, 2008, the Court granted a motion to
jointly administer the bankruptcies of Brooke Corporation, Brooke
Capital Corporation, and Brooke Investment, Inc., with the Brooke
Corporation bankruptcy case being the lead case.


CAGLE'S FARMS: Lowenstein Sandler Retained as Creditors' Counsel
----------------------------------------------------------------
Lowenstein Sandler's Bankruptcy and Creditors' Rights Group was
retained as counsel to the creditors committee in the Cagle's
Farms bankruptcy case in Atlanta.

This marks Lowenstein Sandler's third poultry bankruptcy case this
year so far.  They also served as counsel to the creditors group
for Townsends, Inc. and Allen Family Foods.

                          About Cagle's

Cagle's Farms (NYSE: CGL.A) -- http://www.cagles.net/-- engages
in the production, marketing, and distribution of fresh and frozen
poultry products in the United States.

Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed
on Oct. 19, 2011, voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and
11-80203).  Paul K. Ferdinands, Esq., at King & Spalding, in
Atlanta, Georgia, serves as counsel.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  Cagle's Inc. estimated assets
of up to $100 million and debts of up to $50 million.  Cagle's
Farms estimated assets and debts of up to $50 million.


CAGLE'S FARMS: Gets Shares Delisting Notice From NYSE Amex
----------------------------------------------------------
Cagle's, Inc. received notice from NYSE Amex LLC that it does not
satisfy rules for continued listing on the Exchange.  In
particular, the Company has filed voluntary petitions under
Chapter 11 of the United States Bankruptcy Code in the Northern
District of Georgia, and as a result the staff of the Exchange has
determined that the Company does not satisfy Section 1003(a)(iv)
of the NYSE Amex LLC Company Guide), relating to companies that
have sustained losses so substantial in relation to their overall
operations or their existing financial resources, that in the
opinion of the Exchange, continuing all operations is
questionable.

Cagle's, Inc. does not plan to appeal the staff determination,
which will result in the determination becoming final.  The
Exchange will continue the trading suspension until the delisting
of Cagle's, Inc. stock is complete.

                          About Cagle's

Cagle's Farms (NYSE: CGL.A) -- http://www.cagles.net/-- engages
in the production, marketing, and distribution of fresh and frozen
poultry products in the United States.

Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed
on Oct. 19, 2011, voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and
11-80203).  Paul K. Ferdinands, Esq., at King & Spalding, in
Atlanta, Georgia, serves as counsel.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  Cagle's Inc. estimated assets
of up to $100 million and debts of up to $50 million.  Cagle's
Farms estimated assets and debts of up to $50 million.


CELL THERAPEUTICS: Incurs $16.6-Mil. Net Loss in Sept. Quarter
--------------------------------------------------------------
Cell Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss attributable to CTI of $16.66 million on $0 of revenue
for the three months ended Sept. 30, 2011, compared with a net
loss attributable to CTI of $12.52 million on $0 of revenue for
the same period a year ago.

The Company also reported a net loss attributable to CTI of
$53.39 million on $0 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss attributable to CTI of
$62.92 million on $319,000 of total revenues for the same period
during the prior year.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.

The Company's balance sheet at Sept. 30, 2011, showed
$62.85 million in total assets, $33.89 million in total
liabilities, $13.46 million in common stock purchase warrants, and
$15.49 million total shareholders' equity.

"This has been a very exciting quarter for the Company as we move
pixantrone one step closer to potential approval in both the U.S.
and E.U.," noted James A. Bianco, M.D., CEO of Cell Therapeutics,
Inc.  "We believe the data contained in the resubmitted NDA
confirms the confidence in the efficacy endpoints and also
addresses the other requests made by the U.S. Food and Drug
Administration.  With the day 180 responses regarding our MAA
expected this quarter along with the expected reporting of final
data on the tosedostat phase II study at the American Society of
Hematology's annual meeting, the fourth quarter is shaping up to
reflect the solid progress we have made in 2011."

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

                        Bankruptcy Warning

The Company has incurred losses since inception and expect to
generate losses for the next few years primarily due to research
and development costs for Pixuvri, OPAXIO, tosedostat,
brostallicin and bisplatinates.

If the Company receives approval of Pixuvri by the European
Medicines Agency or the Food and Drug Administration, the Company
would anticipate additional commercial expenses associated with
Pixuvri operations.  Accordingly, the Company will need to raise
additional funds and is currently exploring alternative sources of
equity or debt financing.  The Company may seek to raise such
capital through public or private equity financings, partnerships,
joint ventures, disposition of assets, debt financings or
restructurings, bank borrowings or other sources of financing.
However, additional funding may not be available on favorable
terms or at all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, the Company may be required to delay, scale back, or
eliminate some or all of its research and development programs and
may be forced to cease operations, liquidate its assets and
possibly seek bankruptcy protection.

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

                       http://is.gd/7gIpt9

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
bi4opharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.


CELL THERAPEUTICS: To Sell up to $100 Million of Securities
-----------------------------------------------------------
Cell Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
the Company's intention to sell any combination of common stock,
preferred stock, debt securities, warrants, rights and units in
one or more offerings, up to an aggregate offering price of
$100,000,000.  Each time the Company offers securities using this
prospectus, the Company will provide specific terms of the
securities and the offering in one or more supplements to this
prospectus.  The prospectus supplements may also add to, update or
change the information in this prospectus and will also describe
the specific manner in which we will offer the securities.  The
securities may be offered and sold by the Company to or through
one or more underwriters, broker-dealers or agents, or directly to
purchasers on a continuous or delayed basis.

The Company's common stock is quoted on The NASDAQ Capital Market
and on the Mercato Telematico Azionario, or the MTA, stock market
in Italy under the symbol "CTIC."  On Oct. 21, 2011, the last
reported sale price of the Company's common stock on The NASDAQ
Capital Market was $1.23 per share.  The Company does not expect
its preferred stock, debt securities, warrants, rights or units to
be listed on any securities exchange or over-the-counter market
unless otherwise described in the applicable prospectus
supplement.

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

                       http://is.gd/gYze8Q

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
bi4opharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.

The Company's balance sheet at Sept. 30, 2011, showed $62.85
million in total assets, $33.89 million in total liabilities,
$13.46 million in common stock purchase warrants, and $15.49
million total shareholders' equity.

"This has been a very exciting quarter for the Company as we move
pixantrone one step closer to potential approval in both the U.S.
and E.U.," noted James A. Bianco, M.D., CEO of Cell Therapeutics,
Inc.  "We believe the data contained in the resubmitted NDA
confirms the confidence in the efficacy endpoints and also
addresses the other requests made by the Food and Drug
Administration (the "FDA").  With the day 180 responses regarding
our MAA expected this quarter along with the expected reporting of
final data on the tosedostat phase II study at the American
Society of Hematology's annual meeting, the fourth quarter is
shaping up to reflect the solid progress we have made in 2011."

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

                        Bankruptcy Warning

The Company has incurred losses since inception and expect to
generate losses for the next few years primarily due to research
and development costs for Pixuvri, OPAXIO, tosedostat,
brostallicin and bisplatinates.

If the Company receives approval of Pixuvri by the European
Medicines Agency or the Food and Drug Administration, the Company
would anticipate additional commercial expenses associated with
Pixuvri operations.  Accordingly, the Company will need to raise
additional funds and is currently exploring alternative sources of
equity or debt financing.  The Company may seek to raise such
capital through public or private equity financings, partnerships,
joint ventures, disposition of assets, debt financings or
restructurings, bank borrowings or other sources of financing.
However, additional funding may not be available on favorable
terms or at all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, the Company may be required to delay, scale back, or
eliminate some or all of its research and development programs and
may be forced to cease operations, liquidate its assets and
possibly seek bankruptcy protection.


CENTRAL BUILDING: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Central Building LLC filed with the Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                $5,850
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $10,650
                                 -----------      -----------
        TOTAL                         $5,850          $10,650

                      About Central Building

Orinda, California-based Central Building LLC filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011.
Its wholly owned subsidiary, Crow Partners LLC, filed a separate
petition (Bankr. D. Ariz. Case No. 11-27946), listing under
$1 million in assets and debts.

Central Building does business in Arizona under the name Central
Building Camelback LLC.  The Debtors own the County Square
Shopping Center in California and the Camelback Place at Dysart in
Arizona.  The Debtors' sole members are Neal Smither and his
spouse, Patricia Smither.  The equity interests are subject to a
Voting Trust Agreement of which G. Neil Elsey, a principal of
Avion Holdings, LLC, is the voting trustee.  Avion has also been
retained as Restructuring Agent to manage and operate the Debtors
during their restructuring.

Judge George B. Nielsen, Jr. presides over the case.  Lawyers at
Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the
Debtors' counsel.  The petition was signed by Neal Smither,
member.


CENTRAL BUILDING: Court OKs Avion Holding as Restructuring Agent
----------------------------------------------------------------
Central Building LLC and its unit Crow Partners LLC sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Arizona to employ Avion Holdings LLC as restructuring
agent.

The court also approved the payment of $15,000 per month to Avion
Holding, as well as reimbursement of ordinary and necessary out-
of-pocket business related expenses.

                      About Central Building

Orinda, California-based Central Building LLC filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011.
Its wholly owned subsidiary, Crow Partners LLC, filed a separate
petition (Bankr. D. Ariz. Case No. 11-27946), listing under
$1 million in assets and debts.

Central Building does business in Arizona under the name Central
Building Camelback LLC.  The Debtors own the County Square
Shopping Center in California and the Camelback Place at Dysart in
Arizona.  The Debtors' sole members are Neal Smither and his
spouse, Patricia Smither.  The equity interests are subject to a
Voting Trust Agreement of which G. Neil Elsey, a principal of
Avion Holdings, LLC, is the voting trustee.  Avion has also been
retained as Restructuring Agent to manage and operate the Debtors
during their restructuring.

Judge George B. Nielsen, Jr. presides over the case.  Lawyers at
Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the
Debtors' counsel.

Central Building LLC scheduled assets of $5,850 and liabilities of
$10,650.

The petition was signed by Neal Smither, member.


CHARLESTON ASSOCIATES: Dec. 7 Disclosure Statement Hearing Set
--------------------------------------------------------------
Charleston Associates, LLC, has filed a disclosure statement,
dated Oct. 7, 2011, explaining its proposed Plan of
Reorganization.  The U.S. Bankruptcy Court for the District of
Delaware has set a hearing for Dec. 7, 2011, at 2:00 p.m. to
consider the approval of the disclosure statement.  Objections are
due by Nov. 30, 2011.

Specifically, the Plan will be effectuated as follows:

Step 1: Reinstatement of the loan from Secured Lender pursuant to
the Amended and Restated Loan Agreement, New Promissory Note, New
Deed of Trust, New Assignment of Leases and Rents, and such other
agreements, instruments and other documents as the Secured
Lender will deem reasonably necessary to the preservation of its
first priority secured position as it existed as of the Petition
Date.

Step 2: On and after the Effective Date, the business and affairs
of the Reorganized Debtor will be managed by the manager of the
Debtor pursuant to the terms of the existing management agreement
with the Debtor.

Step 3: Payment of 50% of Allowed General Unsecured Claims.

Step 4: Reinstatement of the Interests of Equity Holders.

Step 5: Payment in full in cash of any Allowed Class 4 Claim
within 30 days after entry of a Final Order by the Nevada
Bankruptcy Court with respect to judgment against the Debtor, if
any, in favor of CNB, in the RAS Litigation.

Step 6: Payment of the remaining 50% of Allowed General Unsecured
Claims 180 days after the Effective Date.

Step 7: Payment of the Allowed Secured Claim, plus interest, 84
months after the Effective Date.

Based on anticipated cash flows for the first approximately two
years after the Plan's Effective Date, the Debtor believes it will
have the means to execute the Plan and anticipates revenue
sufficient to meet its debt service obligations under the Amended
and Reinstated Loan Agreement, New Promissory Note and related
documents.

              Classification of Claims and Interests

The Plan designates 6 Classes of Claims and Interests:

Class 1: Secured Claim of Secured Lender (Wells Fargo Bank, N.A.)

Class 2: Other Secured Claims.

Class 3: General Unsecured Claims.

Class 4: Any Unsecured Claims of CNB as established by a Final
         Order entered in the RAS Litigation.

Class 5: Any Unsecured Claim held by an affiliate of the Debtor,
         including either of the Equity Holders.

Class 6: Interests of Equity Holders.

Classes 1, 3 and 5 are impaired under the Plan.  Holders of Claims
in Classes 1 and 3 are entitled to vote to accept or reject the
Plan.  Holders of Claims in Class 5 will receive no distribution
under the Plan and are therefore presumed to reject the Plan and
are not entitled to vote.

Claims in Classes 2, 4 and 6 are unimpaired under the Plan.

The Class 1 Claim will be allowed as of the Effective Date in the
amount of $46,556,053.  The maturity of the Allowed Secured Lender
Claim will be extended for a period of 84 months from the
Effective Date.  During this 84-month period, in the absence of
any default, interest will accrue on such claim at the rate of
4.5% per annum.  In the event of a default not cured by the Debtor
as provided for under the terms of the Amended and Reinstated Loan
Agreement and New Promissory Note, the Reinstated Secured Loan
will bear interest at the rate of 6% per annum.  Interest will be
paid monthly in arrears.

The Reinstated Secured Loan will be amortized over a 30 year
period, with all accrued and unpaid interest and principal to be
due and payable on the stated maturity date of the New Promissory
Note, unless otherwise extended.  If not otherwise prepaid by
maturity, the Allowed Secured Lender Claim will be fully or
partially paid upon maturity, from the proceeds of the sale of
Boca Fashion Village, proceeds of refinancing, or otherwise.

The holders of the Allowed Other Secured Claims in Class 2, if
any, will retain, unaltered, the legal, equitable and contractual
rights (including any liens that secure such Claim) to which such
claim entitles each such holder and such Allowed Other Secured
Claim will be reinstated as of the Effective Date.

Allowed Class 3 General Unsecured Claims (approximately $130,000,
if not less, according to the Debtor) will be paid pursuant to the
following schedule: 50% of the amount of each Allowed Claim on the
Effective Date and 50% of the balance of each Allowed Claim 180
days after the Effective Date.

The Class 4 CNB Unsecured Claim has been disallowed by the Nevada
Bankruptcy Court in the RAS Litigation and need not be addressed
at this time.  In the event that any court of competent
jurisdiction enters a final judgment against the Debtor with
respect to this claim, the Debtor reserves the right to amend the
Plan in accordance with applicable bankruptcy law.

All Class 5 Affiliate Unsecured Claims will be disallowed as of
the Effective Date.

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

       http://bankrupt.com/misc/charlestonassociates.DS.pdf

                   About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group,
LLC.  The Debtor initially owned a 96 acre parcel of real estate
in Las Vegas, Nevada and began developing a large community
shopping center thereon.  Situated at the northeast corner of
the intersection of Charleston Boulevard and Rampart Boulevard,
the entire shopping center was to be known as "The Shops at Boca
Park."

The Debtor developed Phases I and II (approximately 54 acres) into
an operating shopping center whose tenants currently include
Target, Petland, Vons, Famous Footwear, Ross, OfficeMax, and a
number of other major national retailers and local retailers.  The
Debtor transferred developed portions of Phases I and II to
affiliates, but retained and continues to own nearly nine acres of
land in Phases I and II.

Phase III encompassed approximately 41.72 acres.  The Debtor
divided Phase III into two parcels consisting of the approximately
18.28 acre parcel that is the Boca Fashion Village property, and
an approximately 23.44 acre parcel of undeveloped land adjacent
thereto.  The Undeveloped Land, which remains largely unimproved,
was subsequently the subject of a "friendly foreclosure" by City
National Bank ("CNB").

The Debtor developed Boca Fashion Village into an operating
shopping center whose tenants currently include The Cheesecake
Factory, Gordon Biersch, Total Wine and More, Grimaldi's Pizzeria,
Kona Grill, REI, Pink the Boutique, and many other national and
local retailers.  Boca Fashion Village consists of three in-line
buildings containing 138,869 square feet of rentable area and an
additional 3.74 acre site.  The 3.74 acre site was formerly
subject to a ground lease, but is currently owned by Quality Real
Estate Management ("QREM"), and is being renovated to accommodate
the opening of a Fry's Electronics, Inc. store, a "big-box" retail
electronics store.  Approximately 118,258 square feet, or 85.2% of
the rentable area in Boca Fashion Village, is currently leased.
In addition, there is a cellular tower located on the property
that is currently leased to Nextel.

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

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


CHINA TEL GROUP: Signs Agreement to Provide a 4G Network in China
-----------------------------------------------------------------
US-based VelaTel Global Communications, formerly known as China
Tel Group, Inc., entered into a Business Agreement with Next
Generation Special Network Communication Technology Co., Ltd., in
the People's Republic of China.  NGSN already holds a PRC-issued
value added services license to provide location based tracking
services and other information service nationwide.  VelaTel will
form a PRC operating company to be jointly owned with NGSN but
subject to VelaTel's control.  The operating company will enter
into an exclusive services contract with NGSN to deliver the
information services and a 4G Network in China.  The parties will
work on the deployment of a 4G network that will employ TD-LTE
technology using equipment already commercially available and
manufactured by VelaTel's strategic partner ZTE Corporation.
VelaTel will finance and the joint venture will own the
infrastructure equipment.  VelaTel will also provide all
engineering and network management services, including engineering
VelaTel has already completed for 29 major PRC cities in
connection with a different WBA project.  VelaTel and NGSN expect
to finalize the services contract and form the joint venture
company before the end of 2011.

NGSN was founded from a group of other technology institutes to
support other state owned companies and central government
agencies in advancing private network telecommunications
technologies.  NGSN's current activities include projects related
to transportation, including GPS tracking technologies, remotely
delivered education services, and agriculture technologies.  For
further information about NGSN, please visit www.ngsn-china.com.
The first phase of the network VelaTel will deploy and operate for
NGSN will cover the Heilongjiang Province in northeast China, with
a population of approximately 39 million, and will utilize NGSN's
existing value added services license to deliver personalized
navigation and location based services including GPS, mobile
resource management solutions that allow enterprises to monitor
and manage mobile workforces and assets.  The operating company
will distribute its services to consumers, wireless carriers,
enterprises and automobile manufacturers, and original equipment
manufacturers.  The network will be expanded to other regions as
well as by offering 4G Network services in China.

NGSN's WBA Division GM Mr. Lu Bin noted: "China is seeing
unprecedented demand for vertical M2M (machine to machine)
solutions.  In addition to location based services, applications
include home automation, energy saving/environmental protection,
industrial automation, health care, precision agriculture, public
security and video surveillance."

VelaTel's CEO, George Alvarez, commented: "The NGSN project
represents an expansion and diversification of the services
VelaTel delivers, particularly in China.  Instead of a retail
consumer model, and the attendant challenges of marketing budgets
and competition with other carriers for subscribers, this
transaction reflects a business to business model, with NGSN
acting as both the "anchor tenant" and the broker with a financial
incentive to expand the network's paid users by recruiting other
affiliated businesses."  VelaTel's President, Colin Tay, also
pointed out: "We are pleased and honored to be working with a
prestigious company like NGSN.  We look forward to assisting them
to deliver location based services to their diverse customers in
addition to deployment of a 4G network."

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company's balance sheet at June 30, 2011, showed $9.74 million
in total assets, $27.23 million in total liabilities, and a
$17.48 million total stockholders' deficit.

The Company reported a net loss of $66,623,130 on $955,311 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $56,065,029 on $657,876 of revenue during the prior year.

Since the Company's inception until June 30, 2011, it has incurred
accumulated losses of approximately $242.36 million.  The Company
expects to continue to incur net losses for the foreseeable
future.

The Company's independent accountants have expressed substantial
doubt about the Company's ability to continue as a going concern
in their audit report, dated April 15, 2011, for the period ended
Dec. 31, 2010.  As reported by the TCR on April 21, 2011, Mendoza
Berger & Company, LLP, in Irvine, California, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has incurred a net
loss of $56,041,182 for the year ended Dec. 31, 2009, cumulative
losses of $165,361,145 since inception, a negative working capital
of $68,760,057, and a stockholders' deficit of $63,213,793.


CHRYSLER GROUP: Lightstone Defends Extended Stay Ch. 11 Filing
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that real-estate
investor David Lichtenstein, who faces a court order to pay
lenders a $100 million penalty for his 2009 decision to put his
Extended Stay hotel chain into bankruptcy, said he's being branded
the bad boy for doing the right thing.

                        About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.

Fiat has a 20% equity interest in Chrysler Group.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2011,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chrysler Group LLC. The rating outlook is stable.
"At the same time, we assigned our issue-level rating to
Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2
billion second-lien notes ('B'). The recovery ratings are '1' and
'5'. The company recently completed this financing," S&P stated.


CIMA LLC: Files New Schedules of Assets and Liabilities
-------------------------------------------------------
Cima LLC filed with the U.S. Bankruptcy Court for the Southern
District of Florida filed amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $17,000,000
  B. Personal Property            $1,876,064
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,075,214
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,460,016
                                 -----------      -----------
        TOTAL                    $18,876,064      $10,535,230

A full-text copy of the Amended Schedules is available for free
at http://bankrupt.com/misc/CIMALLCsal.pdf

In its original schedules, the Debtor disclosed $1,207,579 of
creditors holding unsecured non-priority claims

                          About CIMA LLC

Based in Ft. Lauderdale, Florida, CIMA, L.L.C., is the developer
and current owner of a 200-acre parcel of land located in Mobile,
Alabama, with frontage on Interstate 10, a major thoroughfare.
The parcel has been subdivided into parcels, and some
infrastructure work has been done.  CIMA is finalizing plans with
one or more investor groups for further development of this
parcel.

CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
11-33279) on Aug. 22, 2011.  Judge Raymond B. Ray presides over
the case.  Leslie Gern Cloyd, Esq. at Berger Singerman, P.A.
represents the Debtor in its restructuring effort.  The petition
was signed by J. Marion Uter, manager.


CLINTON COURT: Court OKs Employment of Robinson Brog as Counsel
---------------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized Clinton Court Development
LLC to employ Robinson Brog Leinwand Greene Genovese & Gluck P.C.
as its attorneys.

Clinton Court Development LLC, the owner of a 13-story mixed-use
building on Clinton Avenue in Brooklyn filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 11-14673) on Oct. 5, 2011,
claiming the property is worth about $17 million.  Mortgages total
roughly $42.3 million.  The primary secured creditor is TD Bank
NA.  The Company also owns a two-story commercial building on
Waverly Avenue in Brooklyn.

Judge Robert E. Gerber presides over the case.  The Debtor is
represented by Robert R. Leinwand, Esq., at Robinson Brog Leinwand
Greene Genovese & Gluck P.C. as counsel.  The Debtor scheduled
$17,210,000 in assets and $47,347,150 in liabilities.  The
petition was signed by David Weiss, manager.

Attorneys for TD Bank N.A., are H. Michael Lynch, Esq., and Gary
O. Ravert, Esq., at Lynch & Associates.


COMMONWEALTH ADVISORS: Nine Investment Funds File for Bankruptcy
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that facing angry investors who
want their money back, nine investment funds managed by Louisiana-
based Commonwealth Advisors Inc. have filed for Chapter 11
bankruptcy protection in U.S. Bankruptcy Court in Wilmington,
Del., in a move that will enable the funds' managers to liquidate
the pools of money under a judge's watch.


CROATAN SURF: 1st Lien Lender Can't Vote Junior Lender's Claim
--------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse said Royal Bank America
does not have the authority to vote the claims of the Edwards
Family Partnership L.P., an insider of Croatan Surf Club LLC, on
the Debtor's Amended Plan of Reorganization.

RBA provided $17,000,000 to finance the construction of the
debtor's condominium project.  The loan is secured by a first
priority deed of trust on the property.  EFP provided mezzanine
financing of $3,000,000, in exchange for a junior deed of trust on
the property.

RBA filed a proof of claim on Feb. 16, 2011, for $19,059,327,
which was amended on June 1, 2011 to reflect a claim of
$20,108,549.  RBA also filed a proof of claim for EFP for
$3,000,000 on Feb. 16, 2011.  EFP filed its own proof of claim on
May 10, 2011, for $3,765,291.

On Jan. 14, 2011, the debtor filed a plan of reorganization which
separately classifies the RBA secured debt (Class 6), the EFP
secured debt (Class 7) and provides that any unsecured portion of
the EFP debt will be treated in Class 9.  RBA voted to reject its
Class 6 treatment, EFP's Class 7 treatment and EFP'S Class 9
treatment.  EFP filed its own ballots accepting both its Class 6
and Class 9 treatments.

The parties acknowledge that the subordination agreement must be
enforced as it would be under Pennsylvania law.  Subordination
agreements are enforceable under Pennsylvania law.

The Court previously determined that the collateral serving as
security for both RBA and EFP's debt should be valued at
$18,500,000.  In light of that determination, EFP may very well
have a secured claim and most certainly will have an unsecured
claim.  EFP therefore has a substantial potential for receiving a
distribution in this case, even if the claim of RBA must be
satisfied in its entirety before any monies are paid to it.  Judge
Humrickhouse said the interests EFP has in the potential for that
distribution should be protected through the right to vote its
claims and negotiate its treatment.  Citing Judge Eugene Wedoff's
decision in In re 203 North LaSalle St. Pshp., 246 B.R. 325
(Bankr. N.D. Ill. 2000), Judge Humrickhouse said the purported
agent (RBA) would not be acting at the direction of EFP, but
rather would be acting out of self interest, and therefore RBA
cannot be seen as EFP's agent under F.R.B.P. Rule 3018(c).

A copy of the Court's Oct. 25, 2011 Order is available at
http://is.gd/DRvK1Jfrom Leagle.com.

                        About Croatan Surf

Kill Devil Hills, North Carolina-based Croatan Surf Club, LLC,
is the owner of 35 residential condominium units at a development
in Dare County, North Carolina known as Croatan Surf.  It filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 11-
00194) on Jan. 10, 2011.  Walter L. Hinson, Esq., at Hinson &
Rhyne, P.A., in Wilson, N.C., serve as counsel to the Debtor.
Kevin J. Silverang, Esq., and Philip S. Rosenzweig, Esq., at
Silverang & Donohoe, LLC, in St. Davids, Pa., serve as co-counsel
to the Debtor.  No creditors committee has been formed in the
case.  In its schedules, the Debtor disclosed $26,151,718 in
assets and $19,350,000 in liabilities.


CRYSTAL CATHEDRAL: To Sell Assets to Chapman University for $50MM
-----------------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that Crystal Cathedral
Ministries, the bankrupt owners of a landmark 2,800-seat glass
cathedral in Southern California, will sell it to nearby Chapman
University for $50 million, snubbing a higher offer from the local
Catholic diocese and ignoring creditors who said the bid was too
low, according to statements late Wednesday.

Law360 relates that Crystal Cathedral Ministries said it had
reluctantly accepted the university's offer in advance of a
Nov. 14 confirmation hearing on its reorganization plan.

                      About Crystal Cathedral

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

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

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

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


DAIRY PRODUCTION: 3 Debtors File Joint Reorganization Plan
----------------------------------------------------------
Dairy Production Systems - Georgia LLC, Dairy Production Systems -
Mississippi, LLC, and Heifer Haven, LLC, filed a Joint Plan of
Reorganization and an accompanying Disclosure Statement dated Oct.
5, 2011.

The Plan is a new value plan, which includes an infusion from
Resilience Capital Partners of new capital in the amount of not
less than $5 million.  In exchange for the New Value Contribution,
the New Value Sponsor will receive 100% of the equity in the
Reorganized Debtor.

The Plan provides for the substantive consolidation or merger of
the Plan Debtors into a single entity.

The Reorganized Debtor will use the New Value Contribution to make
any Cash payments that are contemplated under the Plan, including
payment to the holders of allowed claims.  Any remaining portion
of the New Value Contribution will be used to by additional cattle
and fund any construction/maintenance costs that are necessary to
bring the Reorganized Debtor's dairy farms to full capacity, and
to otherwise continue and maximize the Reorganized Debtor's
business operations.

Claims and Equity Interests under the Plan are classified into 10
classes:

  Class 1 Priority Claims
  Class 2 Secured Claim of Agricultural Funding Solutions LLC
  Class 3 Secured Claims of the Other Secured Creditors
  Class 4 Co-Op Setoff Claims
  Class 5 Convenience Claims
  Class 6 General Unsecured Claims
  Class 7 At Risk Farmer Unsecured Claims
  Class 8 Deficiency Claims
  Class 9 Subordinated Claims
  Class 10 Equity Interests

Class 1 Claims, to the extent it exists, will be paid in the full
allowed amount.

The Reorganized Debtor will provide AFS with a secured claim note
on account of AFS' Class 2 Claim with a 10-year term bearing
interest at the fixed interest rate of 5.25% per annum.  In lieu
of this treatment, AFS may elect to receive a lump sum payment for
$10 million.

Class 3 Claims will receive either a new note or capital lease
from the Reorganized Debtor under the same terms that existed
between the parties involved.  In lieu of such treatment, holders
of Class 3 Claims may elect to receive a lump sum payment equal to
90% of their allowed claims.

Class 4 Claims are entitled to setoff or recoupment over a four-
month period after the Plan Effective Date.

Class 5 Convenience Claims will receive cash equal to 75% of the
allowed claim amount within 60 days after the Effective Date.

Class 6, 7 and 8 Claims will receive a pro rata share of (i) the
Unsecured Creditor Note, (ii) any distributions to be made to AFS
to the extent AFS claim is determined to be a subordinated claim,
(iii) the proceeds of the bankruptcy causes of action, and (iv)
the proceeds of the estate causes of action.  Class 9 Claims will
receive their pro rata share of any remaining funds of the
Unsecured Creditor Note, AFS distributions, and proceeds from the
causes of actions.  Class 10 Claims will be cancelled.

The Plan releases and discharge David P. Sumrall from the Sumrall
causes of action, but does not release or discharge any other
person who is subject to any cause of action as a result of
receiving a payment or transfer from Mr. Sumrall.  Each of the
Debtors is 100% owned by Mr. Sumrall.  In addition, the Plan does
not release Mr. Sumrall from any third party claims.

A full-text copy of the Plan Debtors' Oct. 5 Disclosure Statement
is available for free at:

  http://bankrupt.com/misc/DAIRYPRODUCTION_DebtorDSOct5.PDF

                           Competing Plans

As reported in the Oct. 11, 2011, edition of the Troubled Company
Reporter, two competing plans for the Debtors have been proposed.
One was filed by Agricultural Funding Solutions, LLC, on Sept. 8,
2011, and the other was filed by the Official Committee of
Unsecured Creditors on Sept. 20, 2011.

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

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

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

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

               Disclosure Statement Hearing Date

Same as with the Competing Plans, the U.S. Bankruptcy Court for
the Middle District of Georgia will consider approval of the Plan
Debtors' proposed Disclosure Statement on Nov. 3, 2011.

                     About Dairy Production

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

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

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

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

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


DALLAS STARS: IRS Objects to Firm's Plan to Exit Bankruptcy
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Dallas Stars'
plan to exit Chapter 11 under the ownership of Vancouver
businessman Tom Gaglardi hasn't scored with the Internal Revenue
Service, which is urging the bankruptcy court to block the plan.

As reported in the Oct. 6, 2011 edition of the TCR, the Bankruptcy
Court is set to hold a hearing on Nov. 23, 2011, to consider
approval of the disclosure statement and confirmation of the Joint
Prepackaged Plan of Reorganization proposed by Dallas Stars L.P.
and its affiliated debtors.

The primary purpose of the prepackaged plan is to effectuate the
sale of the NHL Stars franchise and certain related assets.

The sale of the hockey team is currently open for parties
interested in making a qualified bid or offer through late
October.  Dallas Sports & Entertainment, L.P., et al., serves as
the stalking horse bidder for the Debtors' assets.

Objections, if any, to the Disclosure Statement, the Solicitation
Procedures, the Prepackaged Plan, any filed supplements, or the
assumption and assignment of executory contracts and unexpired
leases should be made in writing and be served on the notice
parties so as to be actually received by 4:00 p.m. Eastern Time on
Oct. 25, 2011.

The meeting pursuant to Section 341(a) of the Bankruptcy Code will
not be convened and is hereby cancelled unless the Prepackaged
Plan is not confirmed by the Court within 90 days after the
Commencement Date, the Court ruled.

                        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.


EAST HARLEM: Seeks to Employ Lamonica Herbst as Attorneys
---------------------------------------------------------
East Harlem Property Holdings, LP, seeks the authority of the U.S.
Bankruptcy Court for the Southern District of New York to employ
Lamonica Herbst & Maniscalco, LLP, as its counsel.  The Debtor has
selected Lamonica Herbst because it has considerable experience in
matters of this nature.

As counsel, Lamonica Herbst will:

   (a) provide legal advice with respect to the Debtor's powers
       and duties as debtor-in-possession in accordance with the
       provisions of the Bankruptcy Code and in the continued
       operation of the Debtor's business and the management of
       its property;

   (b) prepare, on behalf of the Debtor, all necessary
       schedules, applications, motions, answers, orders, reports,
       adversary proceedings and other legal documents required by
       the Bankruptcy Code and Federal Rules of Bankruptcy
       Procedure;

   (c) perform all other legal services for the Debtor that may
       be necessary in connection with the Debtor's attempt to
       reorganize its affairs under the Bankruptcy Code; and

   (d) assist the Debtor in the development and implementation of
       a plan of reorganization.

Prior to the Petition Date, the Debtor paid Lamonica Herbst a
retainer of $40,000, plus an additional $1,039 which is the filing
fee required by the Court.

The Debtor assures the Court that Lamonica Herbst is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                         About East Harlem

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


EDWARD DEETS: Seeks to Employ Jeffrey Servin as Attorney
--------------------------------------------------------
Deets Holding Company, Inc., seeks Bankruptcy Court permission to
employ Jeffrey D. Servin, Esq., as its general bankruptcy counsel
to aid in the completion of the necessary legal work associated
with its bankruptcy case.

The Debtor proposes to pay Mr. Servin based on his customary
hourly rate which is presently at $275.  The Debtor also agrees to
reimburse Mr. Servin for his expenses.

The Debtor provided Mr. Servin a retainer of $12,500, plus a
$1,000 advance for filing fees, prior to the Petition Date.

Mountain Top, Pa.-based Edward Deets Holding Company, Inc., filed
for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case No. 11-06869) on
Oct. 6, 2011.  The Debtor estimated assets of $10 million to $50
million and estimated debts of $1 million to $10 million.  The
petition was signed by Edward Deets, president.


ELLIPSO INC: Judge Cuts Butzel Long's Fees Over Non-Disclosure
--------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., sanctioned the bankruptcy
counsel of Ellipso, Inc., for failing to disclose potential
conflicts of interest.  The law firm of Tighe, Patton, Armstrong,
Teasdale -- which merged in the spring of 2009 to become Butzel,
Long, Tighe, Patton -- sought $148,689 for services rendered and
$1,496 for expenses in its first interim fee application; and
$18,872, consisting of $17,745 in attorneys' fees and $1,127 in
costs as an administrative claim against the estate in its second
and final fee application.  The Court slashed $71,839 from the
fees requested but the firm will remain entitled to out-of-pocket
expenses.

Creditors challenged Tighe Patton's fee applications on three
broad bases: impermissible conflicts under 11 U.S.C. Sec. 328,
charging for services that were not beneficial to the estate, and
failure to disclose all of its connections with the debtor prior
to appointment as counsel.  The United States Trustee joined with
the creditors as to the third basis. The creditors also challenge
Tighe Patton's hourly rates.

The Court's ruling noted that Thomas Patton, Esq. --
tpatton@butzeltp.com -- was a no-show at the hearing on Tighe
Patton's fee application.  Judge Teel called this "inexcusable,"
pointing out that the creditors' objections focused heavily on the
firm's failure to disclose prior and ongoing representations.

"Tighe Patton knew it would be a central issue," Judge Teel said,
"Had Patton appeared and testified to the effect that he had
merely overlooked the affiliated entities because he always
thought of Ellipso as the client, he could have allayed many of
the court's concerns."

A copy of Judge Teel's Oct. 24, 2011 Memorandum Decision is
available at http://is.gd/3g1vqffrom Leagle.com.

                        About Ellipso Inc.

Ellipso, Inc. is a privately held communications satellite system
design company, now in bankruptcy.  Ellipso's subsidiaries include
Mobile Communications Holdings, Inc., ESBH, Inc., and Virtual
Geosatellite, LLC.  Through these subsidiaries, Ellipso has
compiled this portfolio of intellectual property for various
communications satellite systems and high performance technology.
Utilizing unique and patented elliptical orbits, the systems were
intended to provide low cost voice, data, facsimile, paging and
geolocational services to subscribers around the world at prices
lower than competing systems.

Ellipso Inc. filed for Chapter 11 bankruptcy (Bankr. D. D.C.
Case No. 09-00148) on Feb. 25, 2009.  Kermit A. Rosenberg, Esq.,
at Tighe Patton Armstrong Teasdale, PLLC -- now Butzel, Long,
Tighe, Patton -- in Washington, DC, served as the Debtor's
counsel.  In its petition, the Debtor estimated under $50,000 in
assets and $1 million to $10 million in debts.

On Jan. 19, 2010, the Court granted the United States Trustee's
motion and directed the appointment of a chapter 11 trustee.


ENCOMPASS GROUP: Sankaty Advisors Takes Over Firm
-------------------------------------------------
Dow Jones' DBR Small Cap reports that H.I.G. Capital portfolio
company Encompass Group Affiliates Inc., a logistics provider, has
been taken over by lender Sankaty Advisors.

Lawrenceville, Ga.-based Encompass Group Affiliates, Inc., is a
public company specializing in the technology aftermarket service
and supply chain known as reverse logistics.


ENER1 INC: Common Shares to be Delisted from NASDAQ
---------------------------------------------------
Ener1, Inc., received a Staff Determination Letter from The NASDAQ
Stock Market LLC indicating that the Company did not comply with
NASDAQ's filing requirements for continued inclusion in Listing
Rules 5250(c)(1) because the Company failed to file its Form 10-Q
for the period ended June 30, 2011, on a timely basis.  In
addition, the Notice states that NASDAQ Staff had determined that
the Sept. 12, 2011, amendment to the Company's Line of Credit
Agreement with Bzinfin S.A., dated June 29, 2011, violated
NASDAQ's shareholder approval requirements contained in Listing
Rules 5635(c) and (d).  According to the Notice, the Staff
determined that the issuance of shares of the Company's common
stock as provided in the Amended LOC Agreement could result in a
20% or greater issuance at a discount to market and book value,
and would be considered equity compensation because the issuance
could result in shares issued at a discount to market to an
affiliate of a Company director.

As of Oct. 19, 2011, the Company had not filed the June 30, 2011,
Form 10-Q with the SEC or submitted a plan to regain compliance
with NASDAQ Listing Rules 5250(c)(1), which plan was due by
Oct. 17, 2011.

The Notice states that, unless the Company requests an appeal of
the determination, trading of the Company's common stock will be
suspended at the opening of business on Oct. 28, 2011, and a Form
25-NSE will be filed with the SEC to remove the Company's common
stock from listing and registration on NASDAQ.  The Company has
elected not to file an appeal of the Notice with the NASDAQ
Hearings Panel.

                           About Ener1

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

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

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

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


EVERGREEN SOLAR: Meeting of Creditors Continued Until Nov. 3
------------------------------------------------------------
The U.S. Trustee for Region 3 has continued until Nov. 3, 2011, at
3:00 p.m., prevailing Eastern Time, the meeting of creditors in
the Chapter 11 case of Evergreen Solar, Inc.  The meeting will be
held at J. Caleb Boggs Federal Courthouse, 844 King Street, 5th
Floor, Room 5209, Wilmington, Delaware.  The meeting of creditors
were originally held on Sept. 20.

                       About Evergreen Solar

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

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

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

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

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


FNB UNITED: Completes Acquisition of Bank of Granite
----------------------------------------------------
FNB United Corp. completed the acquisition of Bank of Granite
Corporation, parent company of Bank of Granite, and consummated a
$310 million recapitalization.  The two banks will operate
separately until late spring of 2012 when, subject to receipt of
regulatory approval, it is anticipated the consolidation process
will be completed and will thereafter operate solely as
CommunityONE Bank.

"This is truly an unprecedented historic event for community
banking in North Carolina," said Brian Simpson, the new CEO of FNB
United.  "We have successfully raised sufficient capital to
restore two 100-year-old banking companies simultaneously.  By
combining them under one organization we have the opportunity to
again be an economic driver in the communities we serve."

The combination of FNB United and Bank of Granite has resulted in
a North Carolina community banking organization with approximately
$2.8 billion in assets, $2.4 billion in deposits and 63 full-
service banking offices located in some of the state's most robust
markets.  Asheboro will serve as the corporate headquarters and
central operations center.

Simpson and Bob Reid, the new president of FNB United, led a
successful $310 million recapitalization of FNB United, which
paved the way for its acquisition of Bank of Granite and for the
recapitalization of both banks.  Lead investors in the
recapitalization are The Carlyle Group and Oak Hill Capital
Partners, each having invested approximately $79 million.

"Our primary goals right now are exemplary customer service and a
smooth transition for our people," Reid said.  "FNB United and
Bank of Granite employees have been re-energized, and we are all
focused on accomplishing our mission."

In addition to Simpson and Reid, FNB United and Bank of Granite
will now be led by a seasoned management team that includes David
Nielsen, (senior manager, KPMG; chief operating officer,
Wachovia/Wells Fargo), chief financial officer; David Lavoie
(senior risk manager, Bank of America), chief credit officer; Greg
Murphy (FDIC liquidator, senior risk manager, Bank of America),
chief workout officer; and Angus McBryde (treasury and balance
sheet manager, Wachovia), treasurer.

The new management team, which averages 26 years of banking
experience, is supported by a new board of directors that includes
Austin Adams (chief information officer, JP Morgan Chase, BankOne
and First Union), chair; Jerry Licari (national banking practice
leader, KPMG), chair, audit committee; Chan Martin (treasurer and
senior risk executive, Bank of America), chair, risk committee;
and Jerry Schmitt, (asset/liability committee chairman, First
Union), chair, compensation committee.  The new board also
includes a representative from each lead investor, and two FNB
United and one Bank of Granite legacy board members.

"The closing of this transaction was achieved due to the dedicated
efforts and cooperation of everyone involved - our investors,
advisors and the leadership and shareholders of FNB United and
Bank of Granite," Simpson said.  "We all share a common mission of
assuring that community banking remains strong in North Carolina,
serving individuals, families and businesses in their own
hometowns."

The merger agreement provided that Bank of Granite shareholders
received 3.375 shares of FNB United Corp.'s common stock in
exchange for each share of Bank of Granite Corporation common
stock they owned immediately prior to completion of the merger.
FNB United shareholders will continue to own their existing shares
of FNB United common stock after the merger and the
recapitalization.  No earlier than Jan. 1, 2012, FNB United will
distribute to each record holder of FNB United common stock as of
the close of business on Oct. 20, 2011, non-transferable warrants
to purchase from FNB United one share of common stock for each
four shares of FNB United common stock held by such holder as of
the close of business on Oct. 20, 2011, at a purchase price of
$0.16 per share.

Sandler O'Neill + Partners and Raymond James & Associates, Inc.,
acted as financial advisors to FNB United, and Keefe, Bruyette &
Woods, Inc., acted as financial advisor to Bank of Granite
Corporation. Arnold & Porter LLP and Shell Bray Aycock Abel &
Livingston PLLC served as legal counsel for FNB United, Parker Poe
served as legal counsel for Bank of Granite Corporation and
Simpson Thacher & Bartlett served as legal counsel for The Carlyle
Group and Oak Hill Capital Partners.

                          About FNB United

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

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

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

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

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

                       Bankruptcy Warning

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

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


FORESIGHT ENERGY: S&P Puts B- Corp. Credit Rating on Watch Dev.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B-' corporate credit rating, on St. Louis, Mo.-based
Foresight Energy LLC on CreditWatch with developing implications.
"The developing implications means we could affirm, raise, or
lower the existing ratings following the completion of our
analysis. Key factors in our analysis will include a review of the
company's capital spending plans and timing of its outlays, its
plans for obtaining additional funding, and its potential need for
covenant relief and progress in obtaining such relief, if needed,"
S&P related.

"The CreditWatch listing reflects our concerns that construction
delays, cost overruns, and higher overall spending in bringing new
longwall operations on line could decrease Foresight's revolver
availability further and, as covenants tighten in the coming
quarters, could trigger covenant violations and constrain
liquidity," said Standard & Poor's credit analyst Marie Shmaruk.
"The company originally expected to have a second large-scale
longwall operation on line by the end on 2011. However, the timing
of this has been pushed back toward the end of the first quarter
of 2012."

"If Foresight is able to obtain sufficient additional funding and
bank support during the next quarter or so that will allow it to
finish the two longwall mines scheduled to reach full production
in 2012, we could affirm the ratings or take a positive ratings
action. On the other hand, failure to obtain funding or covenant
relief could pressure the company's liquidity, resulting in a
ratings downgrade," S&P stated.

"We will monitor developments regarding the company's expansion
plans and its funding requirements," Ms. Shmaruk continued. "Key
factors in our analysis will be the company's ability to bring the
new mines up in a reasonable time frame and generate sufficient
cash flow to support operational and spending needs, as well as
its ability to obtain additional funding and covenant relief, if
needed."


GELT PROPERTIES: Court OKs Cohen and Forman as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Gelt Properties, LLC, et al., to employ Cohen and
Forman as their special counsel to advise them upon all matters
which may arise or which may be incident to the bankruptcy
proceedings.

                       About Gelt Properties

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

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


GENTA INC: One Holdings Discloses 9.9% Equity Stake
---------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, One Holdings, LLC, and Tim Rock disclosed that they
beneficially own 47,705,536 shares of common stock of Genta
Incorporated representing 9.99% of the shares outstanding.  The
percentage is calculated based upon (i) 429,392,767 shares of
Common Stock issued and outstanding on Sept. 9, 2011, plus (ii) an
additional 47,705,536 shares of Common Stock that may be issued
upon conversion of the Notes or a total of 477,098,303 shares of
Common Stock in the aggregate.  A full-text copy of the Schedule
13D is available for free at http://is.gd/RGLPyq

                      About Genta Incorporated

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

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

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

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

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

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

                        Bankruptcy Warning

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


GENTA INC: White Flame Discloses 9.9% Equity Stake
--------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, White Flame Ventures, LLC, and James Walsh disclosed
that they beneficially own 47,705,536 shares of common stock of
Genta Incorporated representing 9.99% of the shares outstanding.
The percentage is calculated based upon (i) 429,392,767 shares of
Common Stock issued and outstanding on Sept. 9, 2011, plus (ii) an
additional 47,705,536 shares of Common Stock that may be issued
upon conversion of the Notes or a total of 477,098,303 shares of
Common Stock in the aggregate.  A full-text copy of the Schedule
13D is available for free at http://is.gd/DbE2TU

                      About Genta Incorporated

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

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

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

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

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

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

                        Bankruptcy Warning

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


GSC GROUP: Black Diamond Files Plan, Offers 31% to 43% Recovery
---------------------------------------------------------------
Black Diamond Capital Management LLC has filed a disclosure
statement, dated Oct. 14, 2011, in support of its rival plan in
the bankruptcy case of GSC Group Inc., and its affiliated debtors.

This disclosure statement is not related to the disclosure
statement for the Chapter 11 Trustee's for the Debtors, which has
been approved by the U.S. Bankruptcy Court for the Southern
District of New York and for which solicitation is ongoing.

BDCM believes its plan should preserve more of the Debtors' value
than does the Trustee's Plan, and will provide more attractive
treatment for general unsecured claims than does the Trustee's
Plan.  The Trustee's Plan contemplates the wind-down and
liquidation of the Debtors, with most of the Debtors' assets to be
placed in, and distributions made from, a liquidating trust.  The
BDCM Plan, by contrast, would preserve the Debtors as reorganized
going forward entities with ongoing administration, and no
liquidating trust.

The BDCM Plan provides for, among other things, distributions to
Claim Holders, cancellation of Remaining Equity Interests in
Debtor GSC Group, Inc., while retaining Common Equity Interests of
GSC Group, Inc., in the Reorganized GSC Group, and substantive
consolidation of the Debtors for the purposes of voting,
confirmation and making distributions to Holders of Allowed
Claims.

The Plan does not provide for the reorganization or dissolution of
SIF.  The Designated Purchaser acquired GSC Group's equity
interests in SIF in connection with the sale process outlined
below.

The Plan contemplates the payment in full in Cash of all Allowed
Administrative Claims and Allowed Priority Tax Claims, as does the
Trustee's Plan.  The Plan also provides for the same treatment of
Allowed Secured Claims (Class 1) and Other Priority Claims (Class
2) as does the Trustee's Plan.  Allowed Secured Claims and Other
Priority Claims are unimpaired under both the Trustee Plan and the
BDCM Plan.

The Plan and the Trustee's Plan, however, diverge in their
treatment of Allowed General Unsecured Claims (Class 3) and Equity
Interest Holders.

Under BDCM's Plan, each Holder of an Allowed General Unsecured
Claim will be permitted to elect either the Cash Option or Equity
Option.

If the unsecured creditor elects the Cash Option, such Holder
shall receive its Cash Distribution Share, on or as soon as
practicable after the latest of (I) the Effective Date; (II) the
date on which such General Unsecured Claim becomes Allowed; (III)
the date on which such General Unsecured Claim otherwise is due
and payable; and (IV) such other date as mutually may be agreed to
by and among such Holder and the Chapter 11 Trustee or the
Reorganized Debtors, as the case may be.  Based on the Trustee's
assumptions as set forth in the disclosure statement for the
Trustee Plan (See Trustee's Disclosure Statement at VI(A), the
range of estimated distributions under the BDCM Plan will be
between 31% and 43%, compared to between 17% and 26% under the
Trustee Plan.  The difference is attributable to an additional $2
million available for distribution under the BDCM Plan from the
proceeds of the loan from BDCM and the proposed amendment to the
Tax Indemnification Agreement under the BDCM Plan that would
permit a larger distribution to Holders of Allowed General
Unsecured Claims.

If a Holder of an Allowed General Unsecured Claim elects the
Equity Option, such Holder will receive: (A) one share of
Reorganized GSC Group Preferred Stock with a liquidation
preference equal to the lesser of (i) the face amount of such
Holder's Allowed General Unsecured Claim and (ii) a pro rata
portion of 80% of the net asset value of Reorganized GSC Group as
of the Effective Date; and (B) such Holder's Equity Distribution
Share of Reorganized GSC Group Convertible Class D Common Stock.

If a Holder of General Unsecured Claim, whether Disputed or
Allowed, does not elect either the Cash Option or the Equity
Option on or before (i) the Voting Deadline or (ii) solely
with respect to rejected executory contracts discussed in Section
6.2 of the Plan, the Rejection Claim Deadline, such Holder will be
deemed to have elected the Cash Option.

Under the BDCM Plan, Holders of Common Equity Interests (Class 4)
will retain all rights on account of such Common Equity Interests;
provided, however, that such Common Equity Interests will be
diluted to 51% of total Reorganized Common Stock as a
result of the issuance of the Reorganized GSC Group Convertible
Class D Common Stock.  Estimated recovery value is indeterminate.
This Class is impaired and entitled to vote.

Holders of Remaining Equity Interests will not receive or retain
any property or interest in property on account of such Remaining
Equity Interests.  On the Effective Date, all Remaining Equity
Interests will be canceled, extinguished and discharged.
Estimated recovery value is 0%.  This Class is impaired and not
entitled to vote.

Adam Goldberg, Esq., at Latham & Watkins, in New York, N.Y., and
Douglas Bacon, Esq., at Latham & Watkins, in Chicago, Ill.,
represent Black Diamond Capital Management, LLC, as counsel.

A copy of the disclosure statement explaining the BDCM Plan is
available for free at:

       http://bankrupt.com/misc/gscgroup.bdcmDS.dkt820.pdf

                         About GSC Group

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

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

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


GSC GROUP: Nov. 18 Confirmation Hearing on Trustee Plan Set
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the disclosure statement filed by James L. Garrity,
Jr., as Chapter 11 Trustee for the estates of GSC Group, Inc., et
al., explaining the Trustee's Chapter 11 Plan for the Debtors.

The Court has set Nov. 8, 2011, at 4:00 p.m. as the deadline for
the filing of ballots accepting or rejecting the Plan.  The
confirmation fearing will be held on Nov. 18, 2011, at 10:00 a.m.
Objections to confirmation of the Plan, if any, must be filed, no
later than 4:00 p.m. on Nov. 9, 2011.

As reported in the TCR on Oct. 20, 2011, under the Trustee's
Amended Disclosure Statement dated Oct. 4, 2011, these disclosures
were noted:

* The Plan does not provide for the reorganization or
   dissolution of GSC Secondary Interest Fund, LLC.  The
   Designated Purchaser acquired GSC Group's equity interests in
   SIF in connection with the sale process.  The Chapter 11
   Trustee does not believe that there are any pending
   prepetition Claims against SIF.  The Trustee intends to file a
   motion seeking the dismissal of SIF's Chapter 11 Case.

* The estimated recovery for Holders of General Unsecured Claims
   is based on a number of assumptions and estimates.  Although
   the Chapter 11 Trustee believes these assumptions and
   estimates are reasonable, there can be no assurance that
   recoveries will not be higher or lower than the estimated
   recovery of between 42-84%.

* The Chapter 11 Trustee presently anticipates appointing Robert
   Manzo of Capstone as Liquidating Trustee.  The Liquidating
   Trust will terminate five years from the Effective Date.

* The Liquidating Trustee will be vested with significant
   discretion to take actions to maximize the total value that
   can be distributed to Holders of Trust Units.  The Chapter 11
   Trustee anticipates that a significant amount of cash will be
   made available to the Liquidating Trust on the Effective Date.

* On the Effective Date, the Debtors will cease all operations
   and administration of the Plan will become the general
   responsibility of the Liquidating Trustee.  The Chapter 11
   Trustee will be relieved of his duties and obligations to the
   estate under the Bankruptcy Code, Bankruptcy Rules and Local
   Bankruptcy Rules.

* The U.S. Trustee has raised informally with the Chapter 11
   Trustee certain objections to the various provisions in the
   Disclosure Statement and Plan, including those provisions
   providing for releases, injunctions, exculpation and
   limitations of liability.  The Chapter 11 Trustee and the U.S.
   Trustee have agreed that consideration of the U.S. Trustee's
   informal objections to these provisions will be deferred to
   confirmation of the Plan rather than adjudicated in terms of
   the adequacy of information in the Disclosure Statement.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/GSCGRP_AmnddDSOct4.PDF

As noted in the Sept. 1, 2011 edition of the Troubled Company
Reporter, the Chapter 11 trustee for GSC Group Inc. completed the
sale of business on July 26 and filed a liquidating Chapter 11
plan and explanatory disclosure statement in late August.

The disclosure statement says that unsecured creditors with claims
aggregating between $12 million and $15 million should recover
about 84%.  Bloomberg relayed that the bankruptcy court authorized
the trustee to sell the business to Black Diamond Capital Finance
LLC, as agent for the secured lenders.  The sale took care of
secured claims.  A minority group of secured lenders filed an
appeal from the order allowing the sale.  The appeal remains
outstanding, the disclosure statement noted.  Through a suit in
state court, the minority lenders failed to halt Black Diamond
from completing the sale.

U.S. Bankruptcy Judge Arthur Gonzalez, according to Bloomberg,
previously said that the trustee's plan was the "only plausible
exit strategy."  The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with
$18.6 million cash left over.  Black Diamond as agent bought most
assets with a $224 million credit bid, a $6.7 million note,
$5 million cash, and debt assumption.

                         About GSC Group

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

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

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


H&H BAGELS: Faces Possible Eviction From New York Plant
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that H&H Bagels, the New York
institution that bills itself as the world's largest manufacturer
of bagels, faces a possible eviction from its Manhattan plant, in
what would be another blow to an ailing company.


HARRISBURG, PA: Covanta Energy Objects to Ch. 9 Bankruptcy Filing
-----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that a Covanta Energy
Corp. unit on Wednesday objected to Harrisburg, Pa.'s recent
Chapter 9 bankruptcy petition, saying the city is prohibited by
state law to file for bankruptcy.

Law360 relates that Covanta Harrisburg Inc., which is owed $23.6
million by the Pennsylvania capital, asked the bankruptcy court to
dismiss the city's petition because state law specifically
prohibits financially distressed cities of a so-called third class
from filing for bankruptcy relief before July 1, 2012.

                  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.


HARRISBURG, PA: Mayor Seeks Help to Avert Takeover
--------------------------------------------------
American Bankruptcy Institute reports that a day after
Pennsylvania's governor declared a fiscal emergency for
Harrisburg, the city's mayor said that she would try to work with
a divided city council and creditors to design a recovery plan to
avoid a state takeover.

As reported in the Troubled Company Reporter on Oct. 27, 2011,
Harrisburg, Pennsylvania's capital, was declared by the governor
to be in a financial emergency.  The governor, Tom Corbett, was
acting under power given him in legislation he signed into law
Oct. 20.  If the city doesn't implement a recovery plan acceptable
to the state within 30 days, the governor has the right to appoint
a receiver. The appointment presumably may occur in time for the
receiver to seek dismissal of Harrisburg's Chapter 9 municipal
reorganization at a Nov. 23 hearing in U.S. Bankruptcy Court.

The state filed a motion to dismiss the bankruptcy two days after
the Oct. 11 bankruptcy filing.  Bankruptcy was purportedly
authorized by a 4-3 vote of the city council, without signature of
the mayor.

                   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.


HAWAIIAN TELCOM: Moody's Assigns 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 Corporate Family
Rating (CFR) to Hawaiian Telcom Communications, Inc. Moody's has
also assigned a B1 rating to the Company's $300 million senior
secured term loan due 2015 and a Ba1 rating to Hawaiian Telcom's
$30 million priority senior secured revolving credit facility due
2015. The outlook is stable.

RATINGS RATIONALE

Hawaiian Telcom's B1 corporate family rating reflects its diverse
base of recurring revenues, strong market share, modest leverage
and adequate cash flows. These positives are offset by the
company's relatively small scale, the tough competition from cable
triple-play bundled service and the long term challenges
associated with wireless substitution. The B1 rating reflects
Moody's view that Hawaiian Telcom will successfully deploy video
services and further stabilize its consumer revenue base. The
ratings incorporate a very narrow tolerance for operational
missteps, particularly with respect to the company's IPTV rollout.

"Hawaiian Telcom has made solid progress since emerging from
bankruptcy," commented Moody's Senior Vice President Dennis
Saputo. "Management has restored the basic operating structure and
stabilized revenues. Now they must successfully roll out video
services to shore up their residential customer base," Saputo
continued.

Hawaiian Telcom has a strong competitive position within the
market for business services. The company's sophisticated data
offerings, broad asset base and ILEC tradition for reliability
appeal to enterprise customers. Hawaiian Telcom offers advanced
data services, such as MPLS, Ethernet and VoIP, and plans to
continue to enhance its offers. However, like many wireline
telcos, Hawaiian Telcom has lost market share in the small
business segment to the cable competitors.

Unlike its business product offerings, Hawaiian Telcom has
historically had an inferior product lineup for residential
customers. Cable competitors have gained significant market share
with triple-play bundles. Hawaiian Telcom, forced to wait until
bankruptcy exit to rollout video, will need to move aggressively
to catch up. The company has received a TV franchise for Oahu and
has started commercial deployment of an IPTV offering. The success
of this product is critical to Hawaiian Telcom's future viability,
as it will strengthen its competitive position and improve
customer retention.

The ratings for the debt instruments reflect both the overall
probability of default of Hawaiian Telcom, to which Moody's has
assigned a probability of default rating (PDR) of B2, and loss
given default assessments. The Ba1 (LGD1 - 0%) rating of the $30
million senior 1st lien secured revolving credit facilities
reflects its seniority of claim, its small size relative to the
capital structure and its senior priority in right of payment
ahead of the term loan creditors. The $300 million secured term
loan is rated B1 (LGD3 - 36%), in line with the corporate family
rating. Due to its priority treatment through the recent
bankruptcy restructuring, Moody's ranks the company's unfunded
pension obligation equally with the senior secured term loan. This
places the preponderance of obligations at the same standing and
results in a rating for the term loan in line with the overall B1
family rating.

Hawaiian Telcom has very good liquidity with approximately $77
million in cash as of June 30, 2011 and a fully available $30
million revolver. Moody's anticipates that Hawaiian Telcom will
maintain at least $50 million in cash over the next 12-18 months
and that the company will not draw upon the revolver over that
timeframe.

Moody's could lower Hawaiian Telcom's ratings if leverage were to
trend toward 4.0x (Moody's adjusted) and free cash flow were to be
negative, both on a sustained basis. Additionally, downward rating
action would result from operational missteps, particularly
related to the company's video services rollout. If service
rollout was unsuccessful, as evidenced by high churn or low
penetration, downward ratings action could occur.

Moody's could raise Hawaiian Telcom's ratings if leverage were to
trend toward 2.75x and free-cash-flow to debt were to reach the
mid-single-digit percentage range.

Moody's has assigned these ratings:

   Hawaiian Telcom Communications, Inc.

   -- Corporate Family Rating -- B1

   -- Probability of Default Rating -- B2

   -- $30m Priority Senior Secured RCF -- Ba1, LGD1-0%

   -- $300m Senior Secured Term Loan -- B1, LGD3-36%

   -- SGL / Short-Term Rating -- SGL-1

   -- Outlook -- Stable

Please see ratings tab on the issuer/entity page on Moodys.com for
the last credit rating action and the rating history.

The principal methodology used in rating Hawaiian Telcom was the
Global Telecommunications Industry Methodology, published December
2010. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009 (and/or the Government-Related Issuers methodology,
published July 2010).

Hawaiian Telcom is a telecommunications provider in the state of
Hawaii with approximately 429,000 access lines and 101,000 high
speed internet customers on the islands of Oahu, Maui, Hawaii,
Kauai, Molokai and Lanai. For the twelve months ended 6/30/11,
Hawaiian Telcom generated $401 million in revenues.


HEALTHWAYS INC: S&P Lowers Counterparty Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Healthways by one notch to 'BB-' from 'BB'. At the same
time, Standard & Poor's lowered the issue-level ratings on
Healthways' senior secured credit facilities to 'BB-' from 'BB'.
"The recovery rating remains '3', which indicates our expectation
for a meaningful (50% to 70%) recovery for debtholders in the
event of payment default," S&P said.

"The downgrade is based on our view that Healthways' business and
financial risk profiles will be weakened as a result of the loss
of the Cigna Corp. (BBB/Stable/A-2) contract, assuming no
substantial revenue and earnings offset from other near-term
growth prospects," said Standard & Poor's credit analyst James
Sung. The impact of the contract loss is significant given that
Cigna is by far Healthways' largest contract and one of its most
profitable. "For full-year 2011, we expect the Cigna contract to
generate approximately $110 million to $115 million of revenues,
or 15%-17% of total consolidated revenues of $672 million to $710
million. In addition, we estimate EBITDA margins on the contract
at 20%-30%, which is considerably higher than our projected
EBITDA margin of 17%-18% on the consolidated business for full-
year 2011," S&P related.

"The stable outlook is based on our expectation that Healthways
has sufficient scale and product expertise to continue competing
effectively in the specialized disease management and wellness
markets. However, key credit weaknesses that we do not foresee
improving over the next year will likely continue to constrain the
company's business profile. These weaknesses primarily include the
company's relatively narrow product scope and the increasingly
competitive nature of the industry, as reflected by the Cigna
insourcing decision," S&P said.

"Over the next 12 months, we would consider an upgrade if the
company is successful in significantly offsetting the loss of the
Cigna contract through new contract wins, renewals, and
expansions, and if this translates into year-over-year EBITDA
stabilization, stronger EBITDA margins, and improved credit
measures. We would consider key credit measures such as an
improvement in lease-adjusted debt to EBTIDA of 2x-3x, maintenance
of lease-adjusted debt-to-capital ratio of 35%-45%, maintenance of
EBITDA interest coverage above 7x, and adjusted funds from
operation to debt of 25%-30%. Conversely, we would consider a
downgrade if the company is unsuccessful in executing new
growth opportunities and is unable to realign its cost structure
to adequately protect operating margins and earnings. Key credit
measures would have to fall below our relatively conservative
expectations for a downgrade," S&P said.


HEALTHSPRING INC: Moody's Reviews Ba1 IFS Rating for Upgrade
------------------------------------------------------------
Moody's Investors Service has placed the Ba1 insurance financial
strength (IFS) rating of HealthSpring, Inc.'s (HealthSpring, NYSE:
HS) operating subsidiaries under review for possible upgrade
following the announcement that CIGNA Corporation (CIGNA; NYSE:
CI, A2 for IFS) had entered into a definitive agreement to acquire
HealthSpring. The Ba3 rating on HealthSpring's senior secured
credit facility and HealthSpring's Ba3 corporate family rating
remain unchanged, with a stable outlook.

RATINGS RATIONALE

Moody's anticipates that HealthSpring's outstanding bank term loan
will be paid off in full by HealthSpring at the close of the
transaction. Upon repayment of the loan, Moody's will withdraw the
Ba3 corporate family rating and Ba3 senior secured debt rating at
HealthSpring, Inc. The transaction, which is subject to regulatory
approval, is expected to close during the first half of 2012.

The rating agency stated that its review will focus on the
completion of the transaction and CIGNA's level of support for the
operating subsidiaries being acquired from HealthSpring and its
integration plans. With projected annual revenues of over $5
billion in the Medicare Advantage and Prescription Drug Plan (PDP)
segment, HealthSpring provides significant diversity to both
CIGNA's premium and earnings streams. Upon the close of the
transaction, Moody's expects that HealthSpring's IFS rating will
be aligned with the higher rating of CIGNA's operating companies.

The principal methodology used in rating HealthSpring was Moody's
Rating Methodology for U.S. Health Insurance Companies published
in May 2011.

These ratings were placed under review for possible upgrade:

HealthSpring of Tennessee, Inc. -- insurance financial strength
rating at Ba1;

HealthSpring of Alabama, Inc. -- insurance financial strength
rating at Ba1;

Bravo Health of Pennsylvania, Inc. -- insurance financial strength
rating at Ba1.

HealthSpring, Inc. is headquartered in Nashville, Tennessee. For
the first six months of 2011 total revenue was $2.8 billion with
Medicare Advantage membership (excluding Part D stand alone) of
approximately 336,400. As of June 30, 2011 the company reported
shareholders' equity of approximately $1.6 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


INNKEEPERS USA: Exits Ch. 11 After Sale to Cerberus
---------------------------------------------------
Innkeepers USA Trust and its affiliates disclosed that the company
has successfully completed its restructuring and emerged from
Chapter 11.

The Company emerged following the closing of the $1.02 billion
sale of 64 Innkeepers' hotels to a joint venture between the
private equity firm Cerberus Capital Management, L.P. and the real
estate investment trust Chatham Lodging that was approved by the
U.S. Bankruptcy Court, Southern District of New York.  Chatham
Lodging had previously purchased five of the Company's hotels that
served as collateral for loan trusts serviced by LNR Partners,
LLC, for approximately $195 million.

A substantial majority of the Company's unsecured creditors are
expected to receive a recovery of more than 90 cents on the
dollar.

"This is a great accomplishment," said Innkeepers' Chief
Restructuring Officer Marc A. Beilinson.  "Despite conventional
wisdom, we have demonstrated that the myriad complex issues
surrounding commercial mortgage backed securities can be
effectively resolved utilizing the Chapter 11 process."

Chapter 11 provided several key advantages that have strengthened
Innkeepers and enhanced its ability to compete.

"First of all, Chapter 11 gave us the time and financial resources
from our debtor-in-possession financing to renovate and revitalize
the properties," Beilinson said.  "It also allowed us to maintain
good relationships with our franchisors and vendors.  As a result,
the Company is emerging with higher revenues and stronger
operations than when it entered Chapter 11."

"In a little over a year, we achieved a tremendous outcome for our
secured and unsecured creditors, franchisors, guests and the
approximately 3,500 people who continue to be employed at the
hotel properties," Beilinson said.

Kirkland & Ellis LLP is Innkeepers' lead restructuring counsel and
Moelis & Company LLC is its financial advisor.  Alix Partners
provided restructuring services.  Marc Beilinson is a principal at
Beilinson Advisory Group.

                    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.


ISTAR FINANCIAL: Sells All Interest in Oak Hill Advisors
--------------------------------------------------------
iStar Financial Inc. sold substantially all of its interests in
Oak Hill Advisors, L.P., and related entities in an all cash
transaction.  The transaction was completed in part through sales
of interests to an unrelated third party and to the principals of
Oak Hill, and in part through a redemption of interests by Oak
Hill Advisors, L.P.  iStar expects to record a pre tax gain in the
fourth quarter in the range of approximately $30 million on the
carrying value of the investment.  Glenn R. August, a director of
iStar who was appointed to its board of directors in connection
with iStar's acquisition of the Oak Hill interests in 2005, is the
president and senior partner of Oak Hill Advisors, L.P., and
acquired a portion of the interests in the transaction.  Mr.
August recused himself from the deliberations of iStar's board
with respect to the transaction.

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company's balance sheet at June 30, 2011, showed $8.29 billion
in total assets, $6.55 billion in total liabilities, and
$1.74 billion in total equity.

                           *     *     *

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating to 'B-' from 'C'.
The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


JER/JAMESON MEZZ: Jameson Ch. 11 Will Not Impact Operations
-----------------------------------------------------------
The Jameson Inn hotel brand is a profitable, highly recognized
name in the economy hotel segment.  The brand has been awarded the
top spot in the coveted Market Metrix Hospitality Index for most
of the last five years.  The brand is licensed to independent
operators with its largest portfolio being managed by Park
Management Group LLC (PMG).  PMG is an independent hotel
management company that provides management services to 150 hotels
operating under six brands and employs 2,200 property level
associates.

On October 25, the corporate owner of the largest group of Jameson
Inn properties filed for bankruptcy protection.  The filing covers
101 properties flagged as Jameson Inn and 2 as Signature Inn.
These properties were financed with a complex structure of CMBS
and mezzanine loans that matured in August.  Like many real estate
backed companies, securing new financing has proven difficult in
the current lending environment.  The bankruptcy filing was not
initiated by PMG, Jameson Inns, Inc, or any unsecured creditor.
This action was taken voluntarily by the property entities due to
debt maturity issues and will stop property foreclosures that were
scheduled for November 1st.

This filing will not jeopardize the ongoing operations or
employees at these properties, the high-quality guest experience
or the recognizable value that is the hallmark of the Jameson Inns
brand.

                          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.

A mezzanine lender for the Jameson Inns Inc. hotel chain put a
mezzanine borrower -- JER/Jameson Mezz Borrower II LLC -- into
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13338) on
Oct. 18 in Delaware to prevent foreclosure by another mezzanine
lender.

Gramercy Loan Servicing LLC, as lender on a $40 million
obligation, previously took over a mezzanine borrower to the hotel
chain, which has 100 properties in 12 states.  Gramercy was facing
foreclosure on Oct. 19 of another $40 million mezzanine loan held
by Colony Capital LLC from Santa Monica, California.

The hotels have a total of $335 million in financing, according to
a court filing.  At the top of the list is a $175 million mortgage
loan with Wells Fargo Bank NA serving as special servicer.  There
are four tranches of mezzanine loans, each for $40 million.

All of the mezzanine loans matured in August, with Gramercy taking
over its mezzanine borrower at the time.  The Chapter 11 filing
had the effect of preventing Colony from wiping out Gramercy's
interest.

The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The mezzanine lender in Chapter 11 said its assets are worth more
than $100 million while debt is less than $50 million.


JER/JAMESON MEZZ: 2nd Unit With Colony Debt Seeks Chapter 11
------------------------------------------------------------
Alex Ortolani at Bankruptcy Law360 reports that a second affiliate
of Jameson Inns Inc. filed for bankruptcy protection in Delaware
on Wednesday, leaving private equity firm Colony Capital LLC with
a combined $80 million in investments under court protection.

Law360 relates that JER/Jameson Mezz Borrower I LLC, a mezzanine
borrower that is part of Jameson Inns' financing structure, holds
$40 million of Colony debt, according to an Oct. 19 filing by the
manager of a separate Jameson Inns unit. The bankruptcy petition
filed Wednesday said the mezzanine borrower had estimated
liabilities of $10 million to $50 million.

                          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.

A mezzanine lender for the Jameson Inns Inc. hotel chain put a
mezzanine borrower -- JER/Jameson Mezz Borrower II LLC -- into
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13338) on
Oct. 18 in Delaware to prevent foreclosure by another mezzanine
lender.

Gramercy Loan Servicing LLC, as lender on a $40 million
obligation, previously took over a mezzanine borrower to the hotel
chain, which has 100 properties in 12 states.  Gramercy was facing
foreclosure on Oct. 19 of another $40 million mezzanine loan held
by Colony Capital LLC from Santa Monica, California.

The hotels have a total of $335 million in financing, according to
a court filing.  At the top of the list is a $175 million mortgage
loan with Wells Fargo Bank NA serving as special servicer.  There
are four tranches of mezzanine loans, each for $40 million.

All of the mezzanine loans matured in August, with Gramercy taking
over its mezzanine borrower at the time.  The Chapter 11 filing
had the effect of preventing Colony from wiping out Gramercy's
interest.

The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The mezzanine lender in Chapter 11 said its assets are worth more
than $100 million while debt is less than $50 million.


KINGSBURY CORP: Seeks to Hire Donnelly Penman as Inv. Banker
------------------------------------------------------------
Kingsbury Corporation seeks the authority of the U.S. Bankruptcy
Court for the District of New Hampshire to employ Donnelly Penman
& Partners as its investment banker.  The Debtor has selected
Donnelly Penman for its considerable experience in financial and
investment banking matters in general and in bankruptcy cases in
particular as well as its familiarity with the automotive and
equipment industries.

As investment banker, Donnelly Penman will, among other things:

    (a) prepare information describing the Debtor, its operations
        and financial performance;

    (b) conduct sell-side due diligence on the Debtor;

    (c) assist the Debtor and its counsel in conducting an auction
        of the Debtor under the auspices of the  Bankruptcy Court;
        and

    (d) provide relevant testimony at hearings before the
        Bankruptcy Court or other courts as the Debtor may
        request.

The Debtor proposes to pay Donnelly Penman a cash fee out of the
Transaction Consideration for (i) 250,000 in the event the
Cumulative Consideration is less than $6 million, and (ii)
$250,000 plus 5% of the Cumulative Consideration above $6 million
in the event the Cumulative Consideration exceeds $6 million.
The Debtor will pay a non-refundable cash advisory fee to Donnelly
Penman to the extent its retention has not been terminated as of
the indicated dates:

   (i) $17,500 on approval of the retention by the Court; and

  (ii) $17,500 on the first day of each month commencing Nov. 1,
       2011, and continuing through the completion of a
       Transaction or termination of the retention.

The Debtor will reimburse Donnelly Penman for reasonable,
documented out-of-pocket expenses, provided however that the
expense reimbursement will not exceed $15,000.

The Retention Agreement also contains standard indemnification and
exculpation agreements consistent with the terms and provisions
used in other chapter 11 cases, and consistently approved by the
courts reviewing those provisions.

The Debtor believes that Donnelly Penman is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

                        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, serves as counsel
to the Debtors.   Kingsbury estimated assets and debts of up to
$50 million in its Chapter 11 petition.


KOREA TECHNOLOGY: Examiner Wins Court Approval to Hire Counsel
--------------------------------------------------------------
Mark D. Hashimoto, in his capacity as examiner of the jointly-
administered bankruptcy estates of Korea Technology Industry
America, Inc., Uintah Basin Resources, LLC, and Crown Asphalt
Ridge, LLC, sought and obtained the authority of the U.S.
Bankruptcy Court for the District of Utah to retain George Hofmann
and the firm of Parsons Kinghorn Harris, P.C., as his counsel.

The Examiner is charged to make certain findings and issue a
report concerning several matters.  The Examiner anticipates that
his participation in hearings may be necessary, and believes it is
appropriate to be represented through counsel at hearings.

As counsel, Mr. Hofmann will:

   (a) advise and consult with the Examiner concerning
       questions arising in the conduct of his examination;

   (b) assist in the preparation of pleadings, motions, notices,
       and orders as are required within the Examiner's charge;

   (c) assist in conducting discovery and investigations as
       required to fulfill the Examiner's duties; and

   (d) advise the Examiner generally regarding his legal rights
       and duties.

The Examiner proposes that the Debtors pay Parsons and Kinghorn
based on the firm's normal hourly rates which ranges from $140 to
$350 and $70 to $120 for paraprofessionals.

The Examiner believes that George Hofmann and the firm of Parsons
and Kinghorn do not hold or represent any interest adverse to
himself or the Debtors' estates and that George Hofmann and the
firm of Parsons and Kinghorn are disinterested persons within the
meaning of Section 101(14) of the Bankruptcy Code.

                       About Korea Technology

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

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


LOS ANGELES DODGERS: McCourt, Selig Dodgers Showdown Postponed
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a trial that was
to determine who would control the Los Angeles Dodgers -- owner
Frank McCourt or Major League Baseball Commissioner Bud Selig --
has been postponed a month, a new court filing said.

                    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.

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.

At a trial beginning Oct. 31, the bankruptcy judge will decide if
bankruptcy law permits the team to sell broadcasting rights while
overriding provisions in the existing television contract with Fox
Entertainment Group Inc.  The judge will also decide whether to
strip the club of the exclusive right to propose a Chapter 11
plan.  The team's proposal calls for holding an auction, which Fox
says violates the existing broadcasting license.


LA JOLLA: Has 76.5 Million Outstanding Common Shares
----------------------------------------------------
La Jolla Pharmaceutical Company reported that since Oct. 14, 2011,
it had converted approximately 88 shares of Series C-1 1
Convertible Preferred Stock into a combined total of 14,664,333
shares of common stock.  Following these conversions, the Company
had a total of 76,560,644 shares of common stock issued and
outstanding as of Oct. 25, 2011.

                    About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

The Company's balance sheet at June 30, 2011, showed $5.81 million
in total assets, $6.87 million in total liabilities, all current,
$5.32 million in Series C-1 redeemable convertible preferred
stock, and a $6.38 million total stockholders' deficit.

The Company reported a net loss of $3.76 million on $0 of revenue
from collaboration agreement for the year ended Dec. 31, 2010,
compared with a net loss of $8.63 million on $8.12 million of
revenue from collaboration agreement during the prior year.

The Company has a history of recurring losses from operations and,
as of June 30, 2011, the Company had no revenue sources, an
accumulated deficit of $429,876,000 and available cash and cash
equivalents of $5,792,000 of which up to $5,325,000 could be
required to be paid upon the exercise of redemption rights under
the Company's outstanding preferred securities.  Such redemption
was not considered probable as of June 30, 2011.

As reported by the TCR on April 18, 2011, BDO USA, LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations, an
accumulated deficit of $428 million as of Dec. 31, 2010 and has no
current source of revenues.


LAKE TAHOE: Files Fourth Amended Version of Reorganization Plan
---------------------------------------------------------------
Lake Tahoe Development Co., LLC, filed to the U.S. Bankruptcy
Court for the Eastern District of California a fourth amended
version of its plan of reorganization dated Oct. 4, 2011.

The Fourth Amended Plan proposes to pay creditors of the Debtor
from cash on hand and proceeds from a sale of assets.

The Plan provides for 23 classes of unsecured claims, 3 classes of
unsecured claims, and 1 class of equity security holders.
Unsecured creditors holding allowed claims will receive
distributions from unencumbered cash and from sale proceeds in
excess of amounts necessary to pay secured claims.  The Plan also
provides for payment of administrative and priority claims on the
Plan Effective Date.

A full-text copy of the Fourth Amended Plan is available for free
at http://bankrupt.com/misc/LAKETAHOE_4thAmdPlanOct4.PDF

As reported by the Troubled Company Reporter on July 21, 2011, the
Bankruptcy Court approved the disclosure statement describing Lake
Tahoe Development's Third Amended Plan dated June 24, 2011.

                  About Lake Tahoe Development

Based in Zepher Cove, Nevada, Lake Tahoe Development Co., LLC, is
a real estate development company with substantial expertise in
the real estate land entitlement and permitting areas in the
unique geographic location of South Lake.  Its principal, Randy
Lane, who is the sole owner of Mountain Ventures, LLC, which is
the managing member of the Debtor, has resided and developed real
estate in South Lake Tahoe since 1976.

The Company owns an interest in two separate real estate
development projects.  The first project owned exclusively by the
Debtor is a large, mixed use, condominium, 19 hotel and retail
space development comprised of 29 separate real estate parcels
with multiple lien holders holding liens against various parcels
located at the California/Nevada state line on Highway 50, South
Lake Tahoe, California.  The second is property owned by the
Debtor located at 1259 Emerald Bay Road, South Lake Tahoe, CA (the
"Gateway Project"), which is separate and apart from the Project,
24 and is being developed by Danny Freeman pursuant to a
development agreement.

The Company filed for Chapter 11 protection on Oct. 5, 2009
(Bankr. E.D. Calif. Case no. 09-41579).  Daniel L. Egan, Esq.,
Megan A. Lewis, Esq., and Jason G. Cinq-Mars, Esq., at Wilke,
Fleury, Hoffelt, Gould & Birney, LLP, serve as counsel to the
Debtor.  The Debtor estimated assets at $100 million and
$500 million, and debts at $50 million and $100 million in its
Chapter 11 petition.


LE-NATURE'S INC: Convicted CEO Ordered to Repay $661 Million
------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that U.S. District
Judge Alan N. Bloch on Monday reportedly ordered the former CEO of
bankrupt beverage maker Le-Nature's Inc. to repay $661 million in
addition to serving 20 years in prison following his conviction
for his role in a $668 million accounting fraud.

Law360, citing the Pittsburgh Post-Gazette, says Judge Bloch
ordered Gregory J. Podlucky to repay the $661 million despite the
defendant's request to return only $238,687.

                       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, represent
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: Completes Innkeepers Transaction; Receives Payout
------------------------------------------------------------------
Lehman Brothers Holdings Inc. disclosed that the transaction has
been completed through which its affiliate, Lehman ALI Inc.,
received a $224 million payout as a secured creditor in connection
with the sale of assets of Innkeepers USA Trust and its affiliates
to Cerberus Series Four Holdings, LLC, Chatham Lodging Trust and
other related parties.  This transaction, which was approved by
the bankruptcy court on October 21, 2011, is part of the sale of
64 Innkeepers hotels to the Cerberus and Chatham joint venture for
more than $1 billion that enables Innkeepers to complete its
emergence from bankruptcy.

Jeff Fitts, a managing director at professional services firm
Alvarez & Marsal who heads Lehman's real estate group, said: "This
transaction delivers significant value to the Lehman estate, is a
significant improvement on the original "stalking horse" proposal
and ends any further litigation delay.  We have been and remain
committed to achieving the best value for each of Lehman's assets
as the Lehman estate moves toward confirmation of its plan."

Michael Lascher, a managing director in Lehman's real estate
group, added: "Our debt position in Innkeepers has been one of the
more complex and challenging assets to resolve for the Lehman
estate.  It is an example of the Estate's ability to achieve
successful outcomes in the face of unexpected hurdles. We are
pleased to have concluded it in a way that maximizes its value for
our creditors."

                       About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Joint Chapter 11 Plan Now Supported by Creditors
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors filed a
supplement to their Joint Chapter 11 Plan with the U.S. Bankruptcy
Court for the Southern District of New York, incorporating 9 major
settlement agreements, including 6 agreements with 67 of their
significant, non-controlled affiliates, and 3 agreements with
large third-party creditors.  The parties to these settlement
agreements and other major creditors that in the aggregate assert
more than $160 billion in claims have all executed plan support
agreements.  The plan supplement also includes an updated list of
these creditors, totaling more than 150 to date, that have
executed agreements to support the Debtors' plan.

The Debtors' filing today disclosed the terms of settlements with
the following affiliates: Lehman Brothers International (Europe)
and 56 other PwC controlled UK affiliates, Lehman Luxembourg,
Lehman Japan and Lehman Brothers Securities N.V. (Curacao).  To
date, the Debtors have reached settlements with substantially all
of their affiliates, including those in Germany, Hong Kong, the
Netherlands and Singapore.  The Debtors' filing also disclosed the
terms of settlements with some of the Debtors' most significant
third-party creditors, including the Bundesverband Deutscher
Banken and the Deutsche Bundesbank.

Lehman also announced that it reached an agreement in principle
resolving the claims of Lehman Re Ltd., one of its affiliates in
Bermuda, which is subject to documentation and various approvals,
including approval of the Bankruptcy Court as part of the Debtors'
plan confirmation and of a Bermuda court.  There is no assurance
at this time that this agreement will be consummated, and no
details about the agreement in principle are available at this
time.

Lehman CEO Bryan Marsal said: "The rapidly growing level of
support for our plan demonstrates that our creditors understand
the logic of the economic compromise we have proposed. We met with
our creditors frequently, listened and responded to their
concerns, and structured the plan accordingly. Those creditors who
signed PSAs clearly recognize that this plan provides the best
path toward expeditious distributions to creditors."

Weil attorney Lori Fife, Lehman's lead bankruptcy attorney, said:
"The significance of the settlements disclosed today should not be
underestimated. Lehman has passed another important milestone on
its road to a largely consensual confirmation of its plan."

The Plan voting deadline is November 4, 2011.  Implementation of
the Plan is subject to the provisions of the Bankruptcy Code,
acceptance by the requisite majorities of impaired creditors, and
approval of the Bankruptcy Court.  A confirmation hearing on the
Plan has been scheduled for December 6, 2011 before Judge James M.
Peck.

The complete plan supplement which includes the most recent
creditor group settlement agreements can be found at www.lehman-
docket.com.

                      About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LOCATION BASED TECH: Names G. Gaines Marketing Chief
----------------------------------------------------
Location Based Technologies Inc. appointed Gregory Gaines as the
Company's first chief marketing and sales officer.  In addition,
four executives have been named to the board of directors, thereby
creating an independent board representing decades of cumulative
business experience.

Mr. Gaines was founder of GKG Associates, a consulting firm that
helps businesses improve their value through sales development,
strategic relationships and go-to-market initiatives.  His
international experience includes serving as vice president for
global sales and marketing for Powerwave Technologies, Inc., and
global strategic alliance manager for Intel Corporation.
Previously, Mr. Gaines held various strategic account management
positions at Compaq Computer Corporation and Digital Equipment
Corporation.  He is involved in several industry and marketing
organizations and serves on the boards of select non-profit
organizations.

"We are fortunate to have someone with Gregory's expertise
contributing to our future growth and success," said Dave Morse,
CEO of Location Based Technologies.  "His leadership, his thorough
knowledge of key business success factors and his extensive
experience in marketing and sales at other technology companies
position him well to enhance the strength of our marketing and
leadership teams.  In addition, we are greatly honored to add high
caliber Board Members who are committed to helping our company
reach its full potential."

Location Based Technologies' new board members:

   * Gregg Haugen was a founding senior partner in CarVal
     Investors, a Value Fund with more than $10 billion in assets
     under management.  Prior to joining CarVal, Mr. Haugen was a
     senior accountant with KPMG Peat Marwick in Minneapolis.  Mr.
     Haugen is one of Location Based Technologies' largest
     shareholders, and has been an advisor to the Company since
     January of 2011.  Mr. Haugen holds a Masters of Management
     from the J.L Kellogg Graduate School of Management at
     Northwestern University and a Bachelor of Science in Business
     Administration degree from Boston University.

   * David L. Meyers is the former executive vice president and
     chief financial officer of Del Monte Foods, Inc.  Mr. Meyers
     served on the board of Smart & Final and was chair of the
     audit committee prior to its sale.  Mr. Meyers currently
     serves on the board of Foster Dairy Farms and Bay Grove
     Capital.  Mr. Meyers has over 35 years of senior management
     experience in the consumer products industry.

   * Charles H. "Chuck" Smith is the former president and chief
     executive officer of SBC West, now AT&T.  He has more than 30
     years' experience in telecommunications and was vice chair of
     the board for USC's Center for Telecommunications Management.
     Chuck is currently the vice chairman of the board of
     University of San Francisco and remains actively involved as
     an advisor for numerous business, educational and community
     support boards.

   * Ronald Warner has been practicing law since 1968 and is
     currently a senior partner at Locke Lord Bissell and Liddell,
     LLP.  Mr. Warner specializes in M&A financings, international
     joint venture and collaborative arrangements.  He currently
     serves on the board of directors of Senetas Party, Ltd., an
     Australian public company; Radiance Rewards LLC and Elite
     Interactive Solutions, Inc.  He also serves on the advisory
     boards of several technology and services companies in the
     U.S. and abroad.

                 About Location Based Technologies

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

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

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


LODGENET INTERACTIVE: Reports $2MM Net Income in Sept. 30 Quarter
-----------------------------------------------------------------
LodgeNet Interactive Corporation reported net income of
$2.04 million on $106.84 million of total revenues for the three
months ended Sept. 30, 2011, compared with a net loss of
$1.67 million on $113.79 million of total revenues for the same
period during the prior year.

The Company also reported a net loss of $1.78 million on
$321.21 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $7.32 million $344.91
million of total revenues for the same period a year ago.

The Company reported a net loss of $11.68 million on
$452.17 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $10.15 million on
$484.49 million of total revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$408.96 million in total assets, $460.01 million in total
liabilities and a $51.05 million total stockholders' deficiency.

"We continued to deliver solid financial results in the quarter,
all in line with our guidance," said Scott C. Petersen, LodgeNet
Chairman and CEO.  "Two metrics were of particular significance.
Hospitality revenue per room increased for the first time since
the start of the economic recession; and, we generated positive
net income based on our operating activities, a landmark result
since the time of our strategic acquisitions in early 2007.  We
believe both of these milestones reflect the highly strategic
position we occupy within the entertainment distribution industry
as well as the value of our unparalleled market share in serving
hotels across North America."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/Px3YBz

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LOS ANGELES DODGERS: Fox Backs MLB's Plan to Halt Exclusivity
-------------------------------------------------------------
On Oct. 11, 2011, Fox Sports Net West 2, LLC, doing business as
FSN Prime Ticket, filed with the U.S. Bankruptcy Court for the
District of Delaware a limited joinder to the motion of Major
League Baseball, filed Sept. 23, 2011, to terminate Los Angeles
Dodgers LLC, and its affiliated Debtors' exclusivity or, in the
alternative to compel the Debtor to seek assumption or rejection
of the baseball agreements.

MLB asserted in the motion that the Debtor's owner, Frank McCourt,
Jr., is attempting to use the Debtor's Chapter 11 cases
"improperly as a device to cure his own personal financial woes,"
and that his intention is to use the Debtors' bankruptcy powers to
violate the Baseball Agreements and breach contractual obligations
to Prime Ticket.

On Sept. 16, 2011, LAD filed a motion asking the Bankruptcy Court
to approve and authorize the licensing of telecast rights to the
highest and best bidder [Docket No. 443] (the "Marketing
Procedures Motion").

Under the terms of its Telecast Agreement with the Debtor, Prime
Telecast holds licensing rights to telecast games through the 2013
season and certain telecast rights in later seasons.  As of the
Petition Date, Prime Ticket said it was current on all its
obligations under the Telecast Agreement, and had advanced rights
fees through the 2011 baseball season.

Prime Ticket cited these arguments in support of its Limited
Joinder and MLB's motion to terminate exclusivity:

  -- The Debtors' proposed Media Rights Transaction (as defined in
     the Marketing Procedures Motion) is subject to MLB approval.

  -- Guidelines issued by the Office of the Commissioner of
     Baseball ("OCB"), including the Ownership Guidelines, with
     respect to media rights agreements are binding on all MLB
     clubs.

  -- OCB refuses to approve a sale of LAD's Media Rights.

  -- Litigation regarding the OCB's grounds for refusing to
     approve a sale of LAD's Media Rights will be time consuming,
     expensive and expose LAD's stakeholders to unnecessary risks.

  -- The Proposed Media Rights Transaction is a material breach of
     the Telecast Asgreement.

  -- Assumption and assignment of the Telecast Agreement is
     necessary for a successful reorganization of the Debtors.

  -- Terminating the Debtor's exclusive periods to file a Chapter
     11 Plan and solicit votes thereon is the best way to advance
     these cases in accordance with the Bankruptcy Code and
     applicable non-bankruptcy law.

                    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.

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.


LTS NUTRACEUTICALS: To Buy All Outstanding Shares of Biocalth
-------------------------------------------------------------
LTS Nutraceuticals, Inc., on Oct. 20, 2011, entered into an
agreement with Jackson Wen, individually and as trustee for the
shareholders of Biocalth International, Inc., Giantceuticals,
Inc., and HerbSource Enterprises, Inc., to purchase all of the
issued and outstanding shares of stock of the Company.  The
Company's business is the manufacturing, marketing and sales of
nutraceutical products in Asia and Europe.

Closing is scheduled for Nov. 23, 2011, with a deadline on closing
of Dec. 31, 2011.  The purchase price, which was negotiated by the
parties, for the Shares is as follows: $5,000,000 to be paid in
restricted shares of LTS common stock at the closing price for the
LTS stock on Sept. 9, 2011, which was $2.005 per share.  In
addition, the Seller will receive an "earn-out" based on the sales
performance of products sold by the Company all to be paid in
restricted shares of LTS common stock, at a price of $2.005 per
share.

On Oct. 24, 2011, Livethesource, Inc., a wholly owned subsidiary
of LTS, hosted a webinar directed toward its multi level marketers
introducing the Company into the Livethesource "Family."  The
Power Point presentation for the webinar is available for free at:

                        http://is.gd/cheEzU

                     About LTS Nutraceuticals

Ft. Lauderdale, Fla.-based LTS Nutraceuticals, Inc., develops and
sells high-quality nutritional products that are distributed
throughout North America through a network marketing system, which
is a form of direct selling.

The Company's balance sheet at June 30, 2011, showed $3.4 million
in total asset, $6.8 million in total liabilities, and a
stockholders' deficit of $3.4 million.

As of Aug. 10, 2011, the Company had $139,626 in cash.  "The
current operating plan indicates that losses from operations may
be incurred for all of fiscal 2011, the Company said in the
filing.  Consequently the Company may not have sufficient
liquidity necessary to sustain operations for the next twelve
months and this raises substantial doubt that the Company will be
able to continue as a going concern."


LYONDELL CHEMICAL: Directors Fire Back at Stock Option Clawback
---------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that Lyondell
Chemical Co.'s onetime directors on Tuesday asked a New York
bankruptcy judge to reject a claim by the litigation trustee for
the company's creditors that $12.5 billion paid to shareholders
during Lyondell's 2007 leveraged buyout represents an illegal
dividend or redemption.

In a separate filing Tuesday, the directors and certain Lyondell
officers also asked the bankruptcy court for partial summary
judgment on two of the trustee's claims that payments they
received for company stock and options amounted to fraudulent
transfers and should be eliminated, according to Law360.

                      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&M STONE: Section 341(a) Meeting Continued Until Nov. 14
---------------------------------------------------------
The U.S. Trustee for Region 3 has continued until Nov. 14, 2011,
at 1:00 p.m. the meeting of creditors in the Chapter 11 case of
M&M Stone Co.  The meeting will be held at the 833 Chestnut
Street, Suite 501, Philadelphia, Pennsylvania.

The U.S. Trustee explained that the meeting scheduled for Oct. 31,
has bee canceled.

                         About M&M Stone Co.

Telford, Pennsylvania-based M&M Stone Co. filed for Chapter 11
bankruptcy (Bankr. E.D. Pa. Case No. 11-17266) on Sept. 18, 2011.
Judge Eric L. Frank presides over the case.  Gregory R. Noonan,
Esq., at Walfish & Noonan, LLC, serves as counsel to the Debtor.
The Company disclosed $18,977,748 in assets and $8,987,589 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Brian L. Carpenter, president.

Affiliate Drum Construction Company, Inc. (Bankr. E.D. Pa. Case
No. 11-14857) filed for Chapter 11 on June 17, 2011.


M&M STONE: U.S. Trustee Appoints 4-Member Creditors' Panel
----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of M&M Stone Co.

The Creditors Committee members are:

      1. Elliott Greenleaf & Siedzikowski, P.C.,
         ATTN: Brian R. Elias, Esq.
         925 Harvest Drive,
         Blue Bell, PA 19422
         Tel: (215) 977-1000
         Fax: (215) 977-1099

      2. George Schofield Co., Inc.
         ATTN: Tony Conte
         P.O. Box 110
         Bound Brook, NJ 08805
         Tel: (732) 356-0858 Ext. 213
         Fax: (732) 356-1003

      3. McGlynn Family Trust
         ATTN: Lorraine M. McGlynn
         221 Oakland Place
         North Wales, PA 19454
         Tel: (215) 351-1922

      4. Clayton H. Landis Company, Inc.
         ATTN: Kevin Alderfer
         Chief Financial Officer
         476 Meetinghouse Road
         Souderton, PA 18964
         Tel: (215) 723-7284
         Fax: (215) 723-9115

                         About M&M Stone Co.

Telford, Pennsylvania-based M&M Stone Co. filed for Chapter 11
bankruptcy (Bankr. E.D. Pa. Case No. 11-17266) on Sept. 18, 2011.
Judge Eric L. Frank presides over the case.  Gregory R. Noonan,
Esq., at Walfish & Noonan, LLC, serves as counsel to the Debtor.
The Company disclosed $18,977,748 in assets and $8,987,589 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Brian L. Carpenter, president.

Affiliate Drum Construction Company, Inc. (Bankr. E.D. Pa. Case
No. 11-14857) filed for Chapter 11 on June 17, 2011.


MARKWEST ENERGY: Moody's Assigns Ba3 Rating to $500MM Sr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to MarkWest Energy
Partners, L.P.'s (MarkWest) and MarkWest Energy Finance
Corporation's proposed $500 million senior unsecured notes due
2022. The Ba2 Corporate Family Rating (CFR) is unchanged and the
outlook remains stable. MarkWest will use the proceeds of the
proposed note offering to finance a tender offer for its $334
million of 8.75% senior unsecured notes due in 2018.

RATINGS RATIONALE

"The new senior unsecured notes will be used to refinance higher
coupon senior unsecured debt and follows a recently completed $250
million equity offering," said Stuart Miller, Moody's Vice
President - Senior Analyst. "Both actions are credit positive, but
not to a magnitude to consider a rating change having recently
upgraded the CFR in August 2011."

The Ba2 CFR incorporates the expectation for continuing negative
free cash flow combined with exposure to varying levels of
commodity price and volume risk. Like many midstream master
limited partnerships, MarkWest has substantial negative free cash
flow due to significant growth capital expenditures and a high
distribution payout level. MarkWest is also exposed to commodity
price risk through its gas processing contracts, and to a lesser
degree, to volume risk associated with production decline rates
and drilling activity levels. To address these risks, MarkWest has
historically used a disciplined approach to financing its growth
with a balance of equity and debt. This balance has allowed the
partnership to maintain the ratio of debt to EBITDA below 4.0x
(using Moody's standard adjustments).

To satisfy its short term liquidity needs, MarkWest relies on its
senior secured revolving credit facility. In September 2011, the
partnership amended its credit facility to increase the amount to
$750 million and to extend the maturity until September 2016. Pro
forma for the new note offering, Moody's expects most of the
credit facility to be available to fund capital expenditures
and/or distributions to unit holders. Therefore, near term
liquidity is adequate.

A near term upgrade in the partnership's rating is unlikely given
the recent upgrade and the expectation for negative free cash flow
into the foreseeable future. To be considered for any additional
positive rating actions, MarkWest would need to show a commitment
to maintaining leverage below 3.5x, or significantly increase the
proportion of its operating income generated through fee-based
contracts. Alternatively, a negative action could result if
leverage increases to 4.5x either due to the issuance of
additional debt or a fall off in operating performance.

Using Moody's Loss Given Default methodology, the senior unsecured
notes are assigned a rating that is one notch below the CFR as
they are structurally junior to the Partnership's senior secured
credit facility.

The principal methodology used in rating MarkWest Energy Partners,
L.P. was the Global Midstream Energy rating methodology published
in November 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.

MarkWest Energy Partners, L.P. is headquartered in Denver,
Colorado. MarkWest has geographic diversity and is one of the
largest gas gatherers and processors in the Granite Wash, the
Woodford Shale, and in the Marcellus Shale. Its scale and suite of
services is a barrier to entry for competitors looking to enter,
or gain market share, in these plays that are experiencing high
levels of drilling activity.


MARKWEST ENERGY: Fitch to Rate New Sr. Unsecured Notes at 'BB'
--------------------------------------------------------------
Fitch Ratings expects to rate MarkWest Energy Partners, L.P.'s
(MarkWest) new senior unsecured notes due 2022 'BB'.  The new
notes are to rank pari passu with the company's senior unsecured
debt.  Proceeds are to be used to tender for the $334 million 8
3/4% notes due 2018, reduce revolver borrowings and for general
partnership purposes.

Fitch currently rates MarkWest as follows:

  -- Long-term IDR 'BB';
  -- Senior secured revolving credit facility 'BB+';
  -- Senior unsecured debt 'BB'.

Key rating factors include:

  -- A significant percentage of non-fee-based cash flows from
     keep-whole and percent-of-proceeds arrangements in the
     company's gas processing segment;

  -- MarkWest's gathering and processing volumes are linked to
     drilling and production activities of E&P customers, and
     ultimately volatile hydrocarbon prices;

  -- The company uses a proxy hedging strategy which is vulnerable
     to periodic breakdowns in the correlation between crude oil
     and natural gas liquids (NGL) prices.

These concerns are mitigated by the following strengths:

  -- A reasonably geographically diverse footprint with leading
     positions in the liquids-rich areas in the Mid-continent and
     Appalachia;

  -- Strategically well-positioned assets with exposure to the
     rapidly growing Marcellus Shale;

  -- An increasing amount of fee-based revenue sources and a
     layered hedging strategy.

Recent Capital Market Activity:

Since the beginning of 2011, MarkWest has issued equity units
three times for net proceeds of $574 million.  The company has
also retired higher coupon debt with lower interest rate notes and
extended maturities.

In the first quarter of the year, MarkWest raised $500 million of
notes at 6 1/2% due 2021 to tender for $275 million of 8 1/2%
notes due 2016 and to tender for $166 million of the 8 3/4% notes
due 2018.  The current note offering for the remaining 2018s is
expected to further reduce interest costs.

Impact on Leverage:

At the end of the second quarter of 2011, debt to adjusted
leverage (defined as debt to adjusted EBITDA) was 4.1 times (x).
If proceeds from the third quarter equity offerings and the
current note offering are used to eliminate existing revolver
borrowing, leverage would be reduced to 3.9x on a pro forma basis.

Adequate Liquidity:

Liquidity is supported by MarkWest's $750 million, five-year
secured revolving credit facility, which matures Sept. 7, 2016.
The bank facility was recently upsized and extended in September
2011.  Fitch considers the current revolver's size and the
company's financial flexibility to be adequate to meet MarkWest's
liquidity needs.


MEDIA GENERAL: S&P Downgrades Corporate Credit Rating to 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit on
Richmond, Va.-headquartered Media General Inc. to 'CCC+' from 'B-
'. "The downgrade reflects our expectation that Media General
could face difficulties in maintaining covenant compliance in
2012," S&P said.

"We also lowered our issue-level rating on the company's $300
million senior notes due 2017 to 'CCC+' (at the same level as the
'CCC+' corporate credit rating on the company). The recovery
rating on the notes remains unchanged at '4', indicating our
expectation of average (30% to 50%) recovery for noteholders in
the event of a payment default," S&P noted.

"Our rating on Media General reflects the risk that loan covenant
step-downs, together with continued weakness in the U.S. economy,
could cause the company to violate covenants in late 2012 if it is
unable to refinance or amend covenants," said Standard & Poor's
credit analyst Jeanne Shoesmith.

"Media General's business risk is 'vulnerable' in our view, based
on structural pressure on the U.S. newspaper industry, TV
broadcasting's mature long-term growth prospects, and increased
competition for audience and advertisers from traditional and
nontraditional media. A very high ratio of lease- and pension-
adjusted debt to EBITDA, of 7.6x as of Sept. 25, 2011, underpins
our view of Media General's financial profile as 'highly
leveraged,'" S&P said

Media General's businesses include newspaper publishing, TV
broadcasting, and digital media, located mainly in the
Southeastern U.S. "Our assessment of the company's business risk
profile as vulnerable stems from its revenue concentration in
newspaper publishing, which is facing negative structural trends
from readership and advertising moving online. This segment has
reported five years of revenue declines, and we believe that
ongoing cost reductions will need to be executed in order to
maintain the viability of the company's print publications. Media
General's three largest newspapers together constitute about 60%
of the company's publishing revenue, making the company vulnerable
to economic trends in those markets. We are not confident that
digital revenue growth will support editorial costs over the long
term," S&P related.


MICHAEL SCOTT CHANDLER: Court Refuses to Reverse Plan Ruling
------------------------------------------------------------
Bankruptcy Judge Magdeline D. Coleman denied the request of
Michael Scott Chandler, Sr., to vacate the Court's Aug. 24, 2011
order confirming the Chapter 11 Plan proposed by the debtor's
spouse, Dolores R. Chandler.  The Debtor argues that the Court
should not have confirmed the Plan because the Plan Proponent
proposed the Plan in bad faith and constitutes an "attempt to
defraud the Court and the Debtor's creditors."

The Plan confirmation was reported in the Aug. 26, 2011 edition of
the Troubled Company Reporter.

In denying the Debtor's request, Judge Coleman held that allowing
the Debtor to propose his own plan of reorganization appears to be
an exercise in futility and will only serve to prejudice the
creditors of the Debtor's estate by forcing them to wait longer
for the payment of their claims.  Judge Coleman noted that all of
the plans proposed by the Debtor, including the most recently
filed, are dependent on financing using his property -- a real
estate consisting of 35.9 acres of real property located at 438
McFarlan Road, Kennett Township, Pennsylvania -- as collateral.
The Debtor owns the Property as a tenant by the entirety with his
wife. Unfortunately for the Debtor, his wife is also the Plan
Proponent and she has repeatedly indicated that she would never
consent to the Debtor placing a mortgage on the Property to secure
the funding he would need to finance his proposed plan.  Judge
Coleman said the Court will not permit the payment of the Debtor's
creditors to be further delayed.

A copy of Judge Coleman's Oct. 24, 2011 Memorandum is available at
http://is.gd/xDrWJofrom Leagle.com.

Michael Scott Chandler Sr. commenced a Chapter 7 bankruptcy case
(Bankr. E.D. Pa. Case No. 10-16089) on July 23, 2010.  Michael H.
Kaliner was appointed Chapter 7 trustee.  On Aug. 23, 2010, the
Debtor converted his bankruptcy case to Chapter 11.

Ciardi Ciardi & Astin is the Debtor's third counsel in the
bankruptcy.  Originally, the Debtor was represented by Michael
Bresnahan who was responsible for the Chapter 7 filing.  On Aug.
20, 2010, the Debtor retained Eugene Steger & Associates, P.C.,
which sought conversion of the Debtor's case to Chapter 11.
Steger withdrew as attorneys on Sept. 27, 2011.


MONEYGRAM INT'L: Inks 5th Supplemental Indenture with Goldman
-------------------------------------------------------------
MoneyGram International, Inc., and MoneyGram Payment Systems
Worldwide, Inc., a wholly-owned subsidiary of the Company, entered
into a consent agreement with certain affiliates of Goldman, Sachs
& Co., who are beneficial holders of Worldwide's 13.25% Senior
Secured Second Lien Notes due 2018.  Pursuant to the Indenture
Consent Agreement, the parties thereto agreed to enter into a
Fifth Supplemental Indenture to the Indenture, dated as of
March 25, 2008, by and among Worldwide, the Company, the other
guarantors party thereto and Deutsche Bank Trust Company Americas,
as trustee and collateral agent, governing the Second Lien Notes.

The Fifth Supplemental Indenture will amend the definition of
"Qualified Equity Offering" in the Indenture to refer to a primary
or secondary public offering of equity of the Company or its
direct or indirect parent in which Goldman, Sachs & Co., or any of
its affiliates participates as a selling stockholder and any
subsequent primary or secondary public offerings, in each case for
aggregate cash proceeds of at least $50.0 million.  The Fifth
Supplemental Indenture will also amend the Indenture to permit
Worldwide to make one or more optional redemptions of up to an
aggregate of 35% of the aggregate principal amount of the
originally issued Second Lien Notes, at a redemption price equal
to 113.25% of the then outstanding principal amount thereof, plus
accrued and unpaid interest thereon, at any time prior to
March 25, 2012, and after a Qualified Equity Offering; provided
that any such redemption must be in an aggregate principal amount
of no less than $50.0 million and may not exceed the aggregate
cash proceeds received in all Qualified Equity Offerings by the
Company or any participating selling stockholders.  The Fifth
Supplemental Indenture will also amend the Indenture to, among
other things:

    (i) allow the Company and its subsidiaries increased
        flexibility in intercompany transactions, including
        intercompany loans, asset transfers and investments;

   (ii) increase the size of the general basket for investments
        from $25.0 million to $50.0 million;

  (iii) increase the aggregate amount of indebtedness defaults or
        final judgments that will constitute an Event of Default
        under the Indenture from $15.0 million to $25.0 million;
        and

   (iv) expand the definition of Highly Rated Investments in the
        Indenture to provide increased flexibility with respect to
        permitted investments.

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $5.08 billion
in total assets, $5.20 billion in total liabilities, and a
$125.41 million total stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MSR RESORT: Wants Continued Access to Cash Until June 30
--------------------------------------------------------
MSR Resort Golf Course LLC, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to authorize the Debtors to
continue using cash collateral through June 30, 2012, for working
capital and general corporate purposes, including with respect to
the payment of costs and expenses related to these Chapter 11
cases of the Debtors, pursuant to a cash budget and an accrual
budget.

The Debtors propose the following adequate protection to protect
against diminution in the value of the Prepetition Collateral
occasioned by the Debtors' use of Cash Collateral, if any:

   * Adequate Protection Liens.  The Debtors will grant
replacement liens on all of the Mortgage Borrowers' postpetition
rights in, to, and under all present and after-acquired property
and assets, including the proceeds of any Avoidance Actions,
subject only to (i) the Carve Out and (ii) Prior Liens.

   * Superpriority Claims.  The Prepetition Secured Parties will
have an allowed superpriority administrative expense claim against
the
Mortgage Borrowers and the Mortgage RE Entities (jointly and
severally) under sections 503(b), 507(a), and 507(b) of the
Bankruptcy Code, subject to the Carve Out.

   * Payment of Interest.  The Debtors will pay to the Mortgage
Lender, for the benefit of the Prepetition Secured Parties, on an
ongoing basis, the current cash payment of interest on the
Prepetition Secured Obligations at the non-default contract rate
of interest set forth in (and at the times provided for in) the
Mortgage Loan Documents, except that that the rights of the
Debtors, of the Mortgage Lender, and of any Committee are reserved
with respect to whether interest should be paid at the default
rate.

   * Expense Reimbursement.  Within 7 business days after receipt
of a reasonably detailed invoice, the Debtors will pay all
reasonable and documented fees and expenses of the Servicer, and
its counsel and financial advisor, and the Mortgage Lender and its
counsel incurred in connection with the Mortgage Loan and
Servicing Documents and the Chapter 11 cases, in each case to the
extent such payment would be required by the express terms of the
applicable Mortgage Loan and Servicing Documents.

   * Reporting Obligations.  The Mortgage Borrowers will during
these Chapter 11 cases comply with certain reporting obligations
set forth in the Cash Collateral Order.

A copy of the motion is available for free at:

          http://bankrupt.com/misc/msrresort.dkt0709.pdf

                         About MSR Resort

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

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

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

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

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

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


NATIONAL LAMPOON: Judge Refuses to Appoint Receiver
---------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a California
federal judge refused Monday to appoint a receiver for National
Lampoon Inc., ruling there wasn't enough evidence that its
management -- including an ex-CEO convicted of securities fraud --
improperly transferred $9 million from Fair Finance Co. to conceal
the media company's woes.

National Lampoon CEO Timothy Durham ? who is facing allegations
that he ran a Ponzi scheme ? and ex-CEO Daniel Laikin ? convicted
of manipulating the market for company stock ? made fraudulent
transfers from investment company Fair Finance, Law360 relates.

Based in West Hollywood, California, National Lampoon Inc.
(AMEX: NLN) -- http://www.nationallampoon.com/-- is a media and
entertainment company that creates and distributes comedic
content.  The National Lampoon(TM) brand was initially developed
in 1970 through publication of National Lampoon Magazine and later
through the use of the Company name on motion pictures, including
National Lampoon's Animal House and National Lampoon's Vacation.
The majority of the Company's revenues are derived from these
business activities:


NCOAT INC: No Meaningful Distribution to Unsecured Creditors
------------------------------------------------------------
nCoat, Inc., et al., filed with the U.S. Bankruptcy Court for the
Middle District of North Carolina on Oct. 20, 2011, a disclosure
statement for their joint plan of reorganization dated Oct. 20,
2011.

The Plan of orderly liquidation contemplates the distribution of
the Net Sales Proceeds ($671,184.82) to pay all Allowed
Administrative Expenses incurred through the Effective Date,
Allowed Priority Unsecured Claims, and Allowed Secured Claims
(which remain unpaid) of the Debtors, with any remaining Net Sales
Proceeds to be divided equally between the estates of MCC, HPC and
nTech and, after payment of Allowed Administrative Expenses
incurred after the Effective Date, distributed to unsecured
creditors in each case in accordance with the priorities
established by the Bankruptcy Code.

The Debtors expect that there may be funds remaining in the nTech
estate after the payment of all secured and unsecured creditors,
which would then be distributed to secured and unsecured creditors
of nCoat in accordance with the priorities established by the
Bankruptcy Code.  The Debtors do not anticipate that any excess
funds will be available from the estates of MCC and HPC to pay
claims of creditors of nCoat.

The Allowed Unsecured Claims of nCoat of approximately
$788 million (Class 17) will be paid from the nCoat Available Cash
(in full or pro rata depending upon the amount of nCoat Available
Cash) in one or more distributions after the Effective Date
upon the realization of nCoat Available Cash, and after payment in
full of Allowed Administrative Expenses incurred by nCoat on or
after the Effective Date.

The Debtors has estimated that there will likely be no meaningful
distribution on Class 17 Allowed Unsecured Claims.

The existing equity interests (Class 18) will be extinguished and
no distributions will be made on account of such old equity
interests.

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

           http://bankrupt.com/misc/ncoat.DS.dkt238.pdf

                        About nCoat Inc.

nCoat, Inc., filed for Chapter 11 protection on Aug. 16, 2010,
(Bankr. M.D. N.C. Case No. 10-11512).  John A. Northen, Esq., and
Vicki L. Parrott, Esq., who have offices in Chapel Hill, North
Carolina, represent the Debtor.  The Debtor disclosed $1,375,746
in assets and $913,619,139 in debts.

Affiliates High Performance Coatings, Inc. (Bankr. M.D. N.C. Case
No. 10-11515); MCC, Inc., dba Jet Hot (Bankr. M.D. N.C. Case No.
10-11514); and nTech, Inc. (Bankr. M.D. N.C. Case No. 10-11513)
file separate Chapter 11 petitions on Aug. 16, 2010.

Julie B. Pape, Esq., and William B. Sullivan, Esq., at Womble
Carlyle Sandridge & Rice, PLLC, in Winston-Salem, N.C., represent
the Official Committee of Unsecured Creditors.

On Sept. 28, 2010, the Bankruptcy Court approved the sale
substantially all of the Debtors' assets to Fort Ashford Funds,
LLC, subject to higher and better bids at an auction.  No bids
were received by the Debtors other than the initial bid of
Fort Ashford.  The sale closed on Oct. 1, 2010 (the "Sale Date").

After the Sale Date, the Debtors ceased all business operations,
paid all undisputed secured claims, assumed and assigned certain
executory contracts and unexpired leases to the designee of Fort
Ashford, and retained two employees to close the books and records
and wind up the business affairs of the Debtors.

The Debtors, prior to the Sale Date, specialized in nanotechnology
research, licensing, and the commercialization, distribution and
application of nano-structured as well as multiple non-nano
structured surface coatings.  The Debtors' specialized coatings
were used by the automotive, diesel engine, trucking, recreational
vehicle, motorcycle, aerospace and oil and gas industries for heat
management, corrosion resistance, friction reduction, bond
strength and appearance.


NORTEL NETWORKS: Seeks to Pay $4.4MM Bonuses to Key U.S. Employees
------------------------------------------------------------------
Nortel Networks Corp.'s U.S. unit is seeking U.S. bankruptcy court
approval to give about $4.4 million in bonuses in 2012 to key
employees left on the payroll.

BankruptcyData.com reports that there will be approximately 97
2012 plan participants, and the aggregate amount of the 2012
awards paid will not exceed approximately $3,485,570.

The Court scheduled a Nov. 15, 2011, hearing on the matter.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
Nortel has raised $3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency.

In June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining patent portfolio to Rockstar Bidco
LP, a consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTHCORE TECHNOLOGIES: To Provide Tech. for Irish Gov't. HSE
-------------------------------------------------------------
Northcore Technologies Inc. entered into an agreement to provide
the e- tendering technology for the Irish Government Health
Services Executive's initial online acquisition pilot.

Northcore is working closely with the Hotel Procurement Team from
the HSE to deploy Northcore's core e-Tendering product, Asset
Buyer, in an initial pilot engagement.  The platform will be used
to source and purchase a large volume of health care supplies for
multiple regions.  The end goal will be to achieve maximum
purchase value through the implementation of Northcore's
proprietary multi-phase request for proposal, e-evaluation and
reverse auction process.  The HSE is the largest purchaser in the
state spending in the region of EUR4billion annually on a diverse
range of goods, services and works projects.

Companies interested in effective software solutions should
contact Northcore at 416-640-0400 or 1-888-287-7467, extension 395
or via email at Sales@northcore.com.

                          About Northcore

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

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

Northcore reported a net loss for the first quarter of C$574,000.
This compares with a net loss of C$677,000 in the fourth quarter
of 2010.  In the first quarter of 2010, Northcore reported a net
loss of $713,000.

Northcore reported consolidated revenues of C$183,000 for the
first quarter, an increase of 4% over the C$176,000 reported in
the fourth quarter of 2010.  In the same period of 2010, Northcore
reported consolidated revenues of C$150,000.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."

The Company's balance sheet at June 30, 2011, showed C$1.39
million in total assets, C$1.33 million in total liabilities and
C$61,000 in total shareholders' equity.


NUSCALE POWER: $30-Million Deal Frees Firm From Receivership
------------------------------------------------------------
Gazette Times reports that a $30 million bailout has pulled
NuScale Power out of financial limbo and set it back on course to
seek regulatory approval for its promising nuclear reactor design.

Engineering and construction heavyweight Fluor Corp. has purchased
a majority stake in NuScale Power, freeing it from the messy legal
entanglements that have clouded the firm's future for months,
NuScale executives told the Gazette-Times in an interview.

"They've allowed us to pay our back bills and get restarted," the
report quoted NuScale Power Chief Executive Officer Paul Lorenzini
as saying.

The Fluor investment includes all the common stock that's been
held in receivership since the federal prosecution of NuScale's
former lead investor, disgraced hedge fund manager Francisco
"Pancho" Illarramendi, with enough cash left over to finance
ongoing operations for the company, which has been running on a
series of bridge loans, the report notes.

NuScale Power is a Corvallis technology company.


PETROLEUM & FRANCHISE: BDO USA to Audit 2009 and 2010 Returns
-------------------------------------------------------------
Petroleum Franchise Capital, LLC and Petroleum & Franchise
Funding, LLC, sought and obtained authorization from the U.S.
Bankruptcy Court for the District of Connecticut to modify the
scope of the retention of the Debtors' accountants, BDO USA, LLP,
to include preparation of an audit for 2009 and preparation of
2010 tax returns.

On Feb. 28, 2011, the Debtors were authorized to retain BDO as
their accountants to provide the Debtors with accounting services.
The Debtors and the senior secured creditor in this case,
following extensive negotiations, have finalized the terms of a
consensual Plan of Reorganization which has been filed with the
Court.  As a result, the Debtors need the assistance of BDO to
provide additional audit work and tax returns as will be required
and necessary to implement the restructuring agreement reached
with the Debtors lender.

The prior Retention Order contained a cap of $22,500 for services
rendered in connection with the original engagement of BDO.  Based
on this additional work, the Court orders that the cap is
increased by $77,500 so that the BDO fee cap will now be $100,000.

                   About Petroleum & Franchise

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection on June 23, 2010
(Bankr. D. Conn. Case No. 10-51465).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, assist the Company in
its restructuring effort.  BDO USA, LLP, serves as the Company's
accountants.  The Company estimated assets and debts at $50
million to $100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition (Case No. 10-51467) on June 23,
2010, disclosing $66,132,915 in assets and $54,782,604 in
liabilities as of the Chapter 11 filing.


PHOENIX GENESIS: In Receivership Due to Inability to Pay Debts
--------------------------------------------------------------
Elena Hogan at Northumberland News reports that Phoenix Genesis
Investments is in receivership on its King George Mews condominium
project.

Phoenix Genesis Investments Vice President John Lee said that
courts appointed the Royal Bank of Canada (RBC) control over the
properties located at 79 King St. W., 83-87 King St. W., and 86
Albert St. in Cobourg after Phoenix Genesis failed to pay back the
loan used to develop the project as quickly as RBC demanded it,
according to Northumberland News.  The report relates that
customers with RBC for approximately 20 years, Phoenix Genesis
Investments had, until recently, a good relationship with the
bank, said Mr. Lee, noting the company has borrowed $7,000,000
over the years and repaid them for various construction and
renovation projects.

The report notes that Mr. Lee alleges things changed in March when
the company refused a four-month loan agreement with RBC for
$900,000, for which the bank wanted to charge them $125,000 in
fees.

Northumberland News says that Phoenix Genesis wrote to the RBC
President and other senior officials to complain and protest the
overly high loan fees, as well as RBC's Ombudsman office, seeking
arbitration between them and the bank.

Mr. Lee said RBC called in the $2.1 million loan on its King
George Mews condominium project, adding the company agreed to pay
the loan back, raising the financing to do so, but was unable to
do it as quickly as the bank demanded, Northumberland News adds.

Phoenix Genesis Investments is a Cobourg construction and
renovation company.


PMI MORTGAGE: Downgraded to 'Caa3' by Moody's, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service has downgraded to Caa3, from Caa1, the
insurance financial strength rating of PMI Mortgage Insurance Co.
(PMI) following the Arizona State Insurance Department's (AZ-DOI)
takeover of PMI and petition to a state superior court to place
the company in receivership. According to the partial claim
payment plan announced by the regulator, 50% of the claims will be
paid with deferred payment obligations (DPOs) until further
notice. The outlook for PMI's rating is negative. The recent
events do not affect the debt ratings (senior unsecured debt and
junior subordinated debt rated C) of The PMI Group (TPG), PMI's
holding company.

RATINGS RATIONALE

On October 20 2011, the Director of Insurance at AZ-DOI obtained
an order from the Superior Court of the State of Arizona, County
of Maricopa, to allow the Director to take possession and control
of PMI, an Arizona-domiciled mortgage insurance company. The
petition filed by AZ-DOI asserted that PMI will not be able to
meet its claim obligations forcing the AZ-DOI to step in and
assume immediate control of the insurer. The hearing for the case
has been scheduled for October 26th.

AZ-DOI's order cites PMI's internal models estimating that the
insurer will not be able to pay its claims in full. According to
court filings, the preliminary quarterly report submitted by PMI's
actuarial staff to its management and the AZ-DOI indicates that a
large loss reserve charge of $520 million in the third quarter of
2011 would cause the insurer's statutory capital position to
decline from a surplus of $258 million at the end of the second
quarter of 2011 to a deficit of $213 million at the end of the
third quarter. The AZ DOI, on August 19, ordered the insurer to
stop writing new business and placed the insurer under regulatory
supervision after PMI's statutory surplus fell below the Minimum
Policyholder's Position (MPP) required by regulations. Fannie Mae
and Freddie Mac, the primary counterparties of private mortgage
insurers in the US, suspended PMI and its affiliates as approved
mortgage insurers on August 22nd.

As of June 30, 2011, TPG, had $786 million of debt outstanding.
During the third quarter, TPG repaid the $50 million bank line
with the proceeds from the sale of PMI Australia to QBE Insurance
The planned appointment of a receiver will trigger event of
default clauses on TPG's outstanding debt, making it repayable 60
days hence. Moody's estimates TPG's current liquidity to be
approximately $160-180 million, covering only about 25% of
outstanding senior debt obligations and consistent with
expectations for C-rated securities.

The outlook for the insurance financial strength rating is
negative reflecting the uncertainty about ultimate loss severity
on policies issued by PMI due in part to persistent weakness in
the housing markets. Ability to actively monitor and manage the
insured portfolio while in run-off and uncertainty about future
regulatory actions are some other factors that influence the
outlook.

This rating has been downgraded and outlook changed to negative:

PMI Mortgage Insurance Co. -- insurance financial strength rating
to Caa3 from Caa1;

The last rating action on PMI occurred on August 22, 2011 when
Moody's downgraded the insurance financial strength rating of PMI
from B3 to Caa1.

The PMI Group, Inc. (NYSE: PMI), headquartered in Walnut Creek,
CA, is the holding company for PMI Mortgage Insurance Co.,
including its wholly owned subsidiaries and affiliated companies
in Europe. The PMI Group, Inc. also owns a 50% interest in CMG
Mortgage Insurance Co (unrated).

The principal methodology used in this rating was Global Mortgage
published in February 2007.


PRESIDENTIAL REALTY: Class B Shares Delisted from NSYE Amex
-----------------------------------------------------------
Janice O'Neill, senior vice president, corporate compliance of
NYSE Amex notified the U.S. Securities and Exchange Commission
regarding the removal from listing or registration of Presidential
Realty Corp. Class B Common Stock on NYSE Amex.

                      About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

The Company's consolidated statement of net assets as of June 30,
2011, showed $8.1 million in total assets, $3.7 million in total
liabilities, and net assets of $4.4 million.


PURE BEAUTY: Section 341(a) Meeting Scheduled for Nov. 10
---------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Pure Beauty Salons on Nov. 10, 2011, at 1:30 p.m. (Eastern
Time).   The meeting will be held at J. Caleb Boggs Federal
Building, 2nd floor, Room 2112, 844 North King Street, Wilmington,
Delaware.

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

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

                         About Pure Beauty

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Judge Mary F. Walrath was initially assigned to the case.  Judge
Peter J. Walsh took over.  Andrew L. Magaziner, Esq., and Joseph
M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' counsel.  The Debtors' investment banker is SSG
Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com  The
Debtors' notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.  The Debtor estimated assets and debts both
at $10 million to $50 million.  The Debtors owe $15 million to
vendors and landlords.  The petition was signed by Brian Luborsky,
chief executive officer.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.  Epiq Bankruptcy Solutions, LLC, acts as official claims,
noticing and balloting agent.

The U.S. Trustee has appointed a seven-member Official Committee
of Unsecured Creditors.


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

The Creditors Committee members are:

      1. PREIT Services LLC
         ATTN: Bruce Goldman
         200 S Broad Street, 3rd Floor
         Philadelphia, PA 19102
         Tel: (215) 875-0700
         Fax: (215) 546-1271

      2. OPI Products, Inc.
         ATTN: Eric Schwartz
         13054 Saticoy Street
         North Hollywood, CA 91605-3510

      3. KPSS Inc.
         ATTN: Elizabeth Scanlon
         981 Corporate Blvd.
         Linthicum Heights, MD 21090
         Tel: (443) 577-8216
         Fax: (443) 557-6850

      4. Houston BW Inc.
         ATTN: Jeff James
         4010 Blue Bonnet, Suite 110
         Houston, TX 77025
         Tel: (713) 822-0200

      5. Simon Property Group, Inc.
         ATTN: Ronald Tucker
         225 W. Washington Street
         Indianapolis, IN 46204
         Tel: (317) 263-2346
         Fax: (3170 263-7901

      6. GGP Limited Partnership
         ATTN: Julie Bowden
         110 North Wacker Drive
         Chicago, IL 60606
         Tel: (312) 960-2707
         Fax: (312) 442-6574

      7. CBL & Associates Management Inc.
         ATTN: Catherine Long
         CBL Center, Suite 500, 2030
         Hamilton Place Blvd.
         Chattanooga, TN 37421
         Tel: (423) 490-8280
         Fax: (423) 893-4273

                         About Pure Beauty

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Judge Mary F. Walrath was initially assigned to the case.  Judge
Peter J. Walsh took over.  Andrew L. Magaziner, Esq., and Joseph
M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as
the Debtors' counsel.  The Debtors' investment banker is SSG
Capital Advisors' J. Scott Victor -- jsvictor@ssgca.com  The
Debtors' notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.  The Debtor estimated assets and debts both
at $10 million to $50 million.  The Debtors owe $15 million to
vendors and landlords.  The petition was signed by Brian Luborsky,
chief executive officer.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.  Epiq Bankruptcy Solutions, LLC, acts as official claims,
noticing and balloting agent.


PURSELL HOLDINGS: Plan Has 10% Dividend for Unsec. Creditors
------------------------------------------------------------
Pursell Holdings, LLC, has filed a Chapter 11 Plan of
Reorganization dated Oct. 13, 2011, and explanatory disclosure
statement.

Under the plan, administrative expenses and other allowed claims
will be treated in a manner consistent with the requirements of
the Bankruptcy Code.  The holders of secured allowed claims, are
classified separately within Classes 1 through 12.  The holders of
unsecured allowed claims with priority are classified separately
within Class 13.  The holders of general unsecured Allowed Claims
are classified as Class 14.  The holders of contingent,
unliquidated secured Claims are classified as Class 15.  The
Claims by the equity owners of the Debtor are classified as Class
16 claims.  These holders will receive the treatment specified for
such Classes in the Plan.

All Allowed Claims in Classes 1 to 13 will be paid in full.  The
Plan provides for a 10% dividend to the holders of general
unsecured Allowed Claims in Class 14.  The Plan provides that the
contingent unliquidated claim of PAF Investment, LLC, in Class 15
is to be paid by the primary obligor, Damon Pursell Construction
Company, under its confirmed Plan of Reorganization in Case No.
10-44965.   The holders of equity interests in Debtor will retain
their equity interests in the Reorganized Debtor equal to the
percentage  interest they held in Debtor prepetition, subject to
the terms of the treatment for Class 16.

Under the Plan, Michael D. Pursell will remain as member and will
continue to manage the day-to-day operations of the Debtor.  Damon
Pursell Construction Company (DPCC) will be retained to provide
management services to the Debtor following confirmation.  These
services will be provided by the key personnel.   The Plan may be
in effect for as long as 10 years since the Plan calls for the
payments to continue for 10 years for unsecured Allowed Claims.
The Debtor will retain the services of Cassidy Turley, Inc., and
Whitney Kerr, Jr., as needed to fill any vacancies in the Buckeye
Industrial Park as they occur.  Cassidy Turley will be compensated
in the ordinary course of business (generally a 6% commission).
The Debtor will also retain as needed residential real estate
agents to assist in finalizing the orderly liquidation of the
Debtor's remaining residential real estate.  They will also be
compensated in the ordinary course of business (generally 6%
commission).  The Debtor has previously retained Re/Max Results
and anticipates it will continue to do so.

The Plan is based on the belief that the present enforced
liquidation value of the Debtor's assets is less than the Debtor's
total indebtedness and lien obligations (in the case of PAF
Investment, LLC).  The Plan provides to the creditors a larger
distribution than most creditors, in their respective priorities,
would receive if the Debtor were to be subjected to a forced
liquidation under Chapter 7 of the Bankruptcy Code.

The Debtor will execute the Plan through a continuation of its
operations as contemplated under the Plan.  The operation of the
Debtor's commercial leasing business is expected to generate
sufficient operating revenue to pay all secured Allowed Claims
over an extended period of time in accordance with the Plan, to
pay allowed administrative claims, and to pay the proposed
dividend to unsecured Allowed Claims in accordance with the Plan.

The Debtor's Agreements with Morrill & Janes Bank, Bank Liberty,
and Pony Express Bank provide for the orderly liquidation of its
remaining residential real estate holdings without further
burdening the Debtor's commercial leasing business.  The Debtor's
only remaining real estate will be commercial property.  The
Debtor will continue to retain its membership interest in North
River Holding, LLC, but it has not guaranteed its debt and has no
obligation to make capital contributions under its membership
agreement.  The separation of the residential development business
from the remaining commercial real estate leasing business should
allow the Debtor to ultimately regain its financial footing.

The hearing on the disclosure statement is scheduled on Nov. 15,
2011, at 1:30 P.M.

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

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

                    About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.

The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against Pursell Holdings LLC have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.


RCLC INC: Liquidating Joint Plan Declared Effective Oct. 25
-----------------------------------------------------------
On Oct. 25, 2011, RCLC, Inc.'s Liquidating First Amended Joint
Plan referred to below became effective.

As reported in the TCR on Sept. 13, 2011, the U.S. Bankruptcy
Court for the District of New Jersey confirmed, on Aug. 29, 2011,
the Liquidating First Amended Joint Plan of RCLC, Inc., f/k/a
Ronson Corporation, RA Liquidating Corp. f/k/a/ Ronson Aviation,
Inc., and RCPC Liquidating Corp. f/k/a Ronson Consumer Products
Corporation under Chapter 11 of the Bankruptcy Code.

Under the provisions of the Confirmation Order and the Joint Plan,
the Priority Claims, the Prepetition Credit Facility Claims, the
Getzler Henrich Claim, and the Other Secured Claims, as those
terms are defined in the Joint Plan, have either been satisfied in
full or will be satisfied in full following the confirmation of
the Joint Plan.  The General Unsecured Claims, under the Joint
Plan will not be fully satisfied.  The General Unsecured Creditors
will receive pro rata distributions form each of the three
estates, the General Unsecured Creditors of the Company will
receive approximately 5% of the amount of their claims, the
General Unsecured Creditors of RA Liquidating Corp.("RAL") will
receive approximately 44% of their claims, and the General
Unsecured Creditors of RCPC Liquidating Corp. ("RCPC") will
receive approximately 29% of the amount of their claims.

At July 31, 2011, there were 5,083,539 shares of the Company's
common stock outstanding.  The outstanding shares of the Company
will be canceled on the effective date and equity holders of the
Company, RAL and RCPC will receive no distribution under the Joint
Plan for their equity interests.

On the effective date, the remaining assets of the Company, RAL
and RCPC will be transferred to a liquidating trust for
distribution in accordance with the Joint Plan.

As reported in the TCR on June 8, 2011, the Court approved on
March 24, the disclosure statement explaining RCLC's First Amended
Joint Plan of Liquidation as containing adequate information
pursuant to the Bankruptcy Code, a copy of which is available for
free at http://is.gd/aFNUp9

                         About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., now known as RA
Liquidating Corp., filed for Chapter 11 protection on Aug. 17,
2010 (Bankr. D. N.J. Case No. 10-35315).  The Debtor estimated its
assets at $10 million to $50 million and its debts at $1 million
to $10 million.  Affiliates RCLC, Inc. (Bankr. D. N.J. Case No.
10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case
No. 10-35318) filed separate Chapter 11 petitions on Aug. 17,
2010, each estimating their assets at $1 million to $10 million
and debts at $1 million to $10 million.  The cases, along with
RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the
lead case.

Michael D. Sirota, Esq., and David M. Bass, Esq., and Felice R.
Yudkin, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, N.J., represent the Debtors as counsel. Wilson Elser
Moskowitz Edelman & Dicker LLP serves as special environmental
counsel.

Attorneys at Lowenstein Sandler, PC, represent the Creditors'
Committee as counsel.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd., is not included in the filing.

Upon the closing of the sale of the Company's Aviation Division on
Oct. 15, 2010, the Company ceased to have operations, other
than to effectuate its wind-down and approve its liquidation plan
by the Bankruptcy Court.

On Aug. 29, 2011, the Bankruptcy Court confirmed the Debtors'
Liquidating First Amended Joint Plan.


RCLC INC: Joint Plan of Liquidation Effective
---------------------------------------------
BankruptcyData.com reports that the First Amended Joint Plan of
Liquidation for RCLC (f/k/a Ronson) became effective, and the
Company emerged from Chapter 11 protection.

On Aug. 29, 2011, the U.S. Bankruptcy Court for the District of
New Jersey confirmed the Liquidating First Amended Joint Plan of
RCLC, Inc., f/k/a Ronson Corporation, RA Liquidating Corp. f/k/a/
Ronson Aviation, Inc., and RCPC Liquidating Corp. f/k/a Ronson
Consumer Products Corporation under Chapter 11 of the Bankruptcy
Code.

Under the provisions of the Confirmation Order and the Joint Plan,
the Priority Claims, the Prepetition Credit Facility Claims, the
Getzler Henrich Claim, and the Other Secured Claims, as those
terms are defined in the Joint Plan, have either been satisfied in
full or will be satisfied in full following the confirmation of
the Joint Plan.  The General Unsecured Claims, under the Joint
Plan will not be fully satisfied.  The General Unsecured Creditors
will receive pro rata distributions form each of the three
estates, the General Unsecured Creditors of the Company will
receive approximately 5% of the amount of their claims, the
General Unsecured Creditors of RA Liquidating Corp.("RAL") will
receive approximately 44% of their claims, and the General
Unsecured Creditors of RCPC Liquidating Corp. ("RCPC") will
receive approximately 29% of the amount of their claims.

At July 31, 2011, there were 5,083,539 shares of the Company's
common stock outstanding.  The outstanding shares of the Company
will be canceled on the effective date and equity holders of the
Company, RAL and RCPC will receive no distribution under the Joint
Plan for their equity interests.

                       About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., now known as RA
Liquidating Corp., filed for Chapter 11 protection on Aug. 17,
2010 (Bankr. D. N.J. Case No. 10-35315).  The Debtor estimated its
assets at $10 million to $50 million and its debts at $1 million
to $10 million.  Affiliates RCLC, Inc. (Bankr. D. N.J. Case No.
10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case
No. 10-35318) filed separate Chapter 11 petitions on Aug. 17,
2010, each estimating their assets at $1 million to $10 million
and debts at $1 million to $10 million.  The cases, along with
RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the
lead case.

Michael D. Sirota, Esq., and David M. Bass, Esq., and Felice R.
Yudkin, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, N.J., represent the Debtors as counsel. Wilson Elser
Moskowitz Edelman & Dicker LLP serves as special environmental
counsel.

Attorneys at Lowenstein Sandler, PC, represent the Creditors'
Committee as counsel.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd., is not included in the filing.

Upon the closing of the sale of the Company's Aviation Division on
Oct. 15, 2010, the Company ceased to have operations, other
than to effectuate its wind-down and approve its liquidation plan
by the Bankruptcy Court.


RCLC INC: Notices Termination of Registration of Common Stock
-------------------------------------------------------------
RCLC, Inc., filed with the U.S. Securities and Exchange Commission
on Oct. 25, 2011, on Form 15-12G, a notice of termination of
registration of its common stock, par value $1.00 per share, under
Section 12(g) of the Securities Exchange Act of 1934.

A copy of the Form 15-12G is available for free at:

                       http://is.gd/IAGxm4

                         About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., now known as RA
Liquidating Corp., filed for Chapter 11 protection on Aug. 17,
2010 (Bankr. D. N.J. Case No. 10-35315).  The Debtor estimated its
assets at $10 million to $50 million and its debts at $1 million
to $10 million.  Affiliates RCLC, Inc. (Bankr. D. N.J. Case No.
10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case
No. 10-35318) filed separate Chapter 11 petitions on Aug. 17,
2010, each estimating their assets at $1 million to $10 million
and debts at $1 million to $10 million.  The cases, along with
RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the
lead case.

Michael D. Sirota, Esq., and David M. Bass, Esq., and Felice R.
Yudkin, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, N.J., represent the Debtors as counsel. Wilson Elser
Moskowitz Edelman & Dicker LLP serves as special environmental
counsel.

Attorneys at Lowenstein Sandler, PC, represent the Creditors'
Committee as counsel.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd., is not included in the filing.

Upon the closing of the sale of the Company's Aviation Division on
Oct. 15, 2010, the Company ceased to have operations, other
than to effectuate its wind-down and approve its liquidation plan
by the Bankruptcy Court.

On Aug. 29, 2011, the Bankruptcy Court confirmed the Debtors'
Liquidating First Amended Joint Plan.


RCS CAPITAL: Court Approves Michael Carmel as Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona authorized RCS Capital Development LLC to
employ the Law Offices of Michael W. Carmel Ltd. as its bankruptcy
counsel.

According to the Troubled Company Reporter on Oct. 20, 2011, the
Debtor proposes to pay the firm pursuant to its hourly rates:
$550 per hour for Michael W. Carmel and $135 per hour for
paralegals.

Mr. Carmel attested that the firm does not hold or represent any
interest adverse to the Debtor or the estate, and the Firm has no
connection with the creditors or any other party in interest, or
any of their attorneys, or any person employed in the Office of
the United States Trustee.

Mr. Carmel can be reached at:

          LAW OFFICES OF MICHAEL W. CARMEL, LTD.
          80 East Columbus Avenue
          Phoenix, AZ 85012-2334
          Telephone: (602) 264-4965
          Facsimile: (602) 277-0144
          E-mail: Michael@mcarmellaw.com

                        About RCS Capital

RCS Capital Development LLC filed a Chapter 11 petition (Bankr.
D. Ariz. Case No. 11-28746) on Oct. 12.  The bankruptcy stemmed
from a dispute with A.B.C. Learning Centres Ltd., an Australia-
based operator of childcare centers.  Liquidators for A.B.C. filed
for Chapter 15 relief in May 2010 in Delaware.  In November and
January, U.S. Bankruptcy Judge Kevin Gross ruled that the
liquidators are entitled to use Chapter 15 and gave an expansive
reading to the injunction against creditor actions in the U.S.  In
part, Judge Gross was halting collection actions taken in the U.S.
by RCS, which won a $47 million jury verdict against A.B.C. in a
lawsuit over the breach of development contracts for locations in
the U.S.

The A.B.C. liquidators have argued that RCS violated the Chapter
15 order by continuing actions in Nevada to seize property in
which the liquidators claimed an interest.  At a hearing in U.S.
Bankruptcy Court in Delaware on Oct. 4, the liquidators asked
Judge Gross to rule that RCS violated the automatic stay.  The
liquidators also wanted RCS to be held in contempt, directed to
return property and assessed with punitive damages.  Judge Gross
concluded the Oct. 4 hearing and said he would rule later, court
records show.

RCS reported $57 million in assets, composed mostly of the
judgment against A.B.C.  RCS listed $50.5 million in claims,
almost all unsecured.  A.B.C. sits atop the list of 20 largest
unsecured creditors with its $40 million disputed claim.

Judge Randolph J. Haines presides over RCS's case.


RCS CAPITAL: Court Sets Nov. 30 as Claims Bar Date
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona set Nov. 30,
2011, as deadline for creditors of RCS Capital Development LLC to
file proofs of claim.

                        About RCS Capital

RCS Capital Development LLC filed a Chapter 11 petition (Bankr.
D. Ariz. Case No. 11-28746) on Oct. 12.  The bankruptcy stemmed
from a dispute with A.B.C. Learning Centres Ltd., an Australia-
based operator of childcare centers.  Liquidators for A.B.C. filed
for Chapter 15 relief in May 2010 in Delaware.  In November and
January, U.S. Bankruptcy Judge Kevin Gross ruled that the
liquidators are entitled to use Chapter 15 and gave an expansive
reading to the injunction against creditor actions in the U.S.  In
part, Judge Gross was halting collection actions taken in the U.S.
by RCS, which won a $47 million jury verdict against A.B.C. in a
lawsuit over the breach of development contracts for locations in
the U.S.

The A.B.C. liquidators have argued that RCS violated the Chapter
15 order by continuing actions in Nevada to seize property in
which the liquidators claimed an interest.  At a hearing in U.S.
Bankruptcy Court in Delaware on Oct. 4, the liquidators asked
Judge Gross to rule that RCS violated the automatic stay.  The
liquidators also wanted RCS to be held in contempt, directed to
return property and assessed with punitive damages.  Judge Gross
concluded the Oct. 4 hearing and said he would rule later, court
records show.

RCS reported $57 million in assets, composed mostly of the
judgment against A.B.C.  RCS listed $50.5 million in claims,
almost all unsecured.  A.B.C. sits atop the list of 20 largest
unsecured creditors with its $40 million disputed claim.

Judge Randolph J. Haines presides over RCS's case.  The Law
Offices of Michael W. Carmel, Ltd., represents the Debtor as
counsel.


RONALD RUNYEON: Court Wants Plan Modified to Reflect New Valuation
------------------------------------------------------------------
Ronald Runyeon and Linda Simmons seek to confirm their July 12,
2011 Amended Chapter 11 Plan over the objections of Regions
Mortgage, Inc., and BAC Home Loans Servicing LP.  The debtors have
shown by a preponderance of the evidence that all applicable
provisions of the Bankruptcy Code have been met, and their plan is
not likely to be followed by the need for further reorganization.
The objections raised by BAC and Regions relate to the debtors'
valuation of these creditors respective collateral.

BAC is the first lien holder on real property located at 3723
Meadowbrook Nashville, Tenn.  The creditor argues that the plan
unfairly discriminates, is not fair and equitable, and must offer
an equivalent of not less than the amount the claimant would
receive or retain if the debtor were liquidated in chapter 7.  The
debtors intend to pay $260,000 -- based on an appraisal obtained
by the debtors -- when BAC contends the value of the property is
$310,000 -- based on the bank's appraisal.

Mr. Runyeon, who has been in the real estate business for 25
years, testified that he agreed with the $260,000 appraisal, and
that he was aware the bank's appraisal was $310,000.  The court
heard only that the bank supported the higher figure and the
debtor the lower.  The debtor bears the burden of proof, and the
debtors' unrebutted proof was that the $260,000 is fair and
equitable and passes muster on the best interest of creditor's
test as proposed.

In an Oct. 25, 2011 Memorandum, Bankruptcy Judge George C. Paine
overruled BAC's objection to confirmation.

Regions Bank is the first lien holder on property located at 1116
Dogcreek Road in Kingston Spring, Tenn.  Prior to the May 2010
flooding, this was the debtors' primary residence.  As a result of
the flood, the entire first floor and the parts of the second
floor were destroyed, and the home remains in the flood zone. Mr.
-Runyeon testified that he believes the current value of the house
is between $50,000 and $60,000, and the rebuilt value of this
house is about $100,000.  Regions objects to the $100,000
valuation because the debtors owe Regions more than $198,000, and
the debtors' insurance company offered the debtors $147,000 in
insurance proceeds. Mr. Runyeon testified that he and Mrs. Simmons
did not accept the insurance check because they think the
insurance should be closer to $200,000.  Mr. Runyeon explained
that he believed even if they were able to get $200,000 from the
insurance company and use it to rebuild the house, the house will
never be worth more than $100,000 because of its location in the
flood zone. Mr. Runyeon and Mrs. Simmons have not decided if they
will rebuild, move back in, or possibly rent the house.

Regions objects that the $100,000 valuation is too low, and that
the debtors will be unjustly enriched by insurance proceeds over
that amount while discharging almost $100,000 in debt on Regions
claim.  The court agrees.  In order to confirm their plan, the
Court said the debtors must amend the plan within 14 days of the
Court's decision, to reflect a valuation equal to the amount of
any insurance check received by the debtors, but no less than the
$147,000 already offered.

A copy of the Court's decision is available at http://is.gd/mRQ82P
from Leagle.com.

Kingston Springs, Tennessee-based Ronald D. Runyeon and Linda Sue
Simmons filed for Chapter 11 bankruptcy protection on November 4,
2010 (Bankr. M.D. Tenn. Case No. 10-12006).  Elliott Warner Jones,
Esq., and Warner Jones, Esq., and Emerge Law, PLC, assist the
Debtors in their restructuring effort.  The Debtors estimated
their assets at $10 million to $50 million and debts at $1 million
to $10 million.


ROTHSTEIN ROSENFELDT: Insurers, Others Object to Consolidation
--------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that the Chapter 11
trustee for convicted Ponzi schemer Scott Rothstein's law firm
faces opposition to his plan to consolidate a feeder fund into the
law firm's estate, with the fund's insurers, Rothstein's creditors
and others filing objections Wednesday in Florida bankruptcy
court.

                    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.


SCI REAL ESTATE: Court Extends Plan Filing Deadline to Dec. 11
--------------------------------------------------------------
The Hon. Peter H. Carroll of the U.S. Bankruptcy Court for the
Central District of California extended the exclusive periods of
SCI Real Estate Investments LLC to file a Chapter 11 plan until
Dec. 11, 2011, and solicit acceptances of that plan until Feb. 6,
2012.

The Debtor tells the Court that it has engaged the Official
Committee of Unsecured Creditors in plan negotiations with a goal
of generating recoveries for creditors to the greatest extent
possible.

According to the Debtor, they began working diligently to develop
a restructuring plan to benefit all creditors well before the case
was filed.  Debtor say it continued negotiating with their major
creditors, including Wells Fargo Bank and First Citizen Bank, to
fashion a plan that will garner their support while yielding a
meaningful recovery for trade and other unsecured creditors.

                 About SCI Real Estate Investments

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  Haskell & White LLP as accountant. Kennerly,
Lamishaw & Rossi LLP as special real estate counsel.  The Debtor
disclosed $55,431,222 in assets and $69,514,028 in liabilities as
of the Chapter 11 filing.


SEA TRAIL: Waccamaw Bank Wants Adequate Protection for Cash Use
---------------------------------------------------------------
Waccamaw Bank asks the U.S. Bankruptcy Court for the Eastern
District of North Carolina to:

   -- deny Sea Trail Corporation's request to use the cash
   collateral; or

   -- in the alternative, permit the Debtor to use Waccamaw
   Bank's cash collateral only after meeting the specific terms
   and conditions as will provide Waccamaw Bank adequate
   protection of its interest in such cash collateral.

Waccamaw Bank is a secured creditor of the Debtor by virtue of two
promissory notes secured by senior deed of trust liens on all of
the Debtor's real estate and rents defined as all present and
future rents, revenues, income, issues, royalties, profits, and
other benefits derived from the real estate.  Waccamaw Bank has
ordered an appraisal of the collateral but does not believe the
value exceeds the indebtedness.

As reported in the Troubled Company Reporter on Oct. 24, 2011,
Judge Stephani W. Humrickhouse entered an order authorizing Sea
Trail to use through Nov. 1, 2011, cash collateral of Waccamaw
Bank for its operating expenses solely for preserving and
maintaining Waccamaw Bank's collateral in accordance with a
budget, only after exhausting all non-cash collateral.

Prior to the Petition Date, Waccamaw Bank took a security interest
in certain real property owned by the Debtor in order to secure
obligations arising under two promissory notes involving the
parties.

Upon the Debtor's request to use cash collateral, the parties
agreed to interim terms to temporarily resolve their cash
collateral-related issues.

Waccamaw Bank relates that it does not consent to the Debtor's use
of its cash collateral without adequate protection.  The bank
asserts that it is entitled to adequate protection in the form of:

   a. Cross-collateralization of its prepetition debt with any
      postpetition collateral;

   b. Periodic cash payments;

   c. Periodic internal and audited financial statements;

   d. Periodic and segregated accounting of its collateral;

   e. Proof of insurance with the Bank listed as additional
      insured;

   f. The right to reasonable inspection of its collateral and the
      books and records of the Debtor as they relate to said
      collateral, including without limitation the Debtor's
      operating budgets; and

   g. Restriction of the Debtor's use of the cash collateral only
      in accordance with approved budgets and only after non-cash
      collateral revenue has been exhausted.

The bank reserves the right to raise other objections to the
motion at any hearing thereon.

Waccamaw Bank is represented by:

         Paul A. Fanning, Esq.
         Tyler J. Russell, Esq
         WARD AND SMITH, P.A.
         P.O. Box 8088
         Greenville, NC 27835-8088
         Tel: (252) 215-4000
         Fax: (252) 215-4077
         E-mail: paf@wardandsmith.com
                 tjr@wardandsmith.com

                   About Sea Trail Corporation

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail Corporation
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina
serves as counsel to the Debtor.  The Debtor reported $34,222,281
in assets and $22,174,201 in liabilities.


SEA TRAIL: Taps RE/MAX as Broker to Sell Kings Trail Property
-------------------------------------------------------------
Sea Trail Corporation asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina for permission to employ RE/MAX
as broker for aiding the Debtor in the sale of the Debtor's real
property: Lot 54, Kings Trail in Sunset Beach, North Carolina.

The Debtor will pay a commission of maximum of 8% of the gross
sale price of the property.

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

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail Corporation
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina
serves as counsel to the Debtor.  The Debtor reported $34,222,281
in assets and $22,174,201 in liabilities.


SEA TRAIL: Wants Sale of Lot 54 to Linda J. Bertschy Approved
-------------------------------------------------------------
Sea Trail Corporation asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina to approve the sale of Lot 54
Kings Trail, Sea Trail, Sunset Beach, North Carolina via private
sale to Linda J. Bertschy.

Ms. Bertschy has agreed to purchase the property for $75,000
pursuant to the offer to purchase and contract - vacant lot/land
signed by Ms. Bertschy and Dana Connelly, as chief operating
officer of the Debtor, on Sept. 30, 2011.  The transaction is an
arms-length transaction.

The Debtor relates that no proceeds will be available for
distribution to unsecured creditors as a result of the sale.
The sale will allow the Debtor to reduce its obligations to
Waccamaw Bank.  Because the lots are subject to a blanket lien on
certain real estate by Waccamaw Bank, the Debtor does not expect
to receive any proceeds from the sale of the property.

Waccamaw Bank asserts a lien on Lot 54, and the proceeds therefrom
pursuant to its deed of trust dated Dec. 29, 2006.

                    About Sea Trail Corporation

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina
serves as counsel to the Debtor.  The Debtor reported $34,222,281
in assets and $22,174,201 in liabilities.


SEA TRAIL: Wants to Hire Stubbs & Perdue as Attorney
----------------------------------------------------
Sea Trail Corporation asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina for permission to employ Stubbs
& Perdue P.A. as attorney to represent and assist the Debtor in
carrying out its duties.

The Debtor tells the Court that it paid $51,442 retainer fee to
the firm from Feb. 11, 2011, to June 16, 2011, for services
rendered.

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

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail Corporation
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina
serves as counsel to the Debtor.  The Debtor reported $34,222,281
in assets and $22,174,201 in liabilities.


SEMGROUP CORP: Faruqi & Faruqi Probes Firm on Asset Sale
--------------------------------------------------------
Faruqi & Faruqi, LLP, a leading national securities firm
headquartered in New York City, is investigating the Board of
Directors of SemGroup Corporation  for potential breaches of
fiduciary duties in connection with their conduct related to the
proposed sale of the Company to Plains All American Pipeline, L.P.
PAA +0.11%  in an all-cash deal valued at about $1.24 billion.

Under the terms of the proposed transaction, SemGroup stockholders
will receive $24.00 in cash for each share of SemGroup common
stock they own.  The Board of Directors rejected the acquirer's
proposal and refused to engage in constructive discussions. The
Board also had rejected a March 2010 bid of $17.00 a share.
SemGroup filed for bankruptcy protection in 2008 after $2.9
billion in trading losses.

Whether SemGroup's Board of Directors is acting in accordance with
their fiduciary duties to SemGroup's stockholders to conduct an
adequate and fair sales process to sell the Company and whether
SemGroup's Board of Directors is adequately negotiating a price
increase for the proposed transaction are the key focus of this
investigation.

Faruqi & Faruqi, LLP is a national law firm which represents
investors and individuals in class action litigation.  The firm is
focused on providing exemplary legal services in complex
litigation in the areas of securities, shareholder, antitrust and
consumer litigation, throughout all phases of litigation.  The
firm has an experienced trial team which has achieved significant
victories on behalf of the firm's clients.

                        About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on November 30, 2008.


SENESCO TECHNOLOGIES: Gets Notice of Non-Compliance From NYSE Amex
------------------------------------------------------------------
Senesco Technologies, Inc., has received a notice from the NYSE
Amex LLC that the Company does not meet one of the NYSE Amex's
continued listing standards as set forth in Part 10 of the NYSE
Amex Company Guide, and therefore, the Company has become subject
to the procedures and requirements of Section 1009 of the Company
Guide.  Specifically, the Company is not in compliance with
Section 1003(a)(iii) of the Company Guide with stockholder's
equity of less than $6,000,000 at June 30, 2011 and losses from
continuing operations and/or net losses in its five most recent
fiscal years.  The Company reported stockholder's equity of
$4,517,463 at June 30, 2011.

The notice is based on a review by the NYSE Amex of information
which the Company has publicly disclosed, including information
contained in the Company's Annual Report on Form 10-K for the
period ended June 30, 2011, which disclosed the financial status
of the Company at that time.

To maintain an NYSE Amex listing, the Company must submit a plan
by November 21, 2011 advising the NYSE Amex of action it has
taken, or will take, to regain compliance with Section
1003(a)(iii) of the Company Guide by July 20, 2012.  The Company
is taking steps to prepare and submit such a plan to the NYSE Amex
on or before Nov. 21, 2011.

The Corporate Compliance Department management of the NYSE Amex
will evaluate the Company's Plan and determine whether it
reasonably demonstrates the Company's ability to regain compliance
with Section 1003(a)(iii) of the Company Guide by July 20, 2012.

If the NYSE Amex accepts the Company's Plan, the Company may be
able to continue its listing during the Plan Period; provided that
the Company demonstrates progress consistent with its Plan and
complies with other applicable NYSE Amex listing qualifications.

If the Company fails to submit a satisfactory Plan or fails to
demonstrate progress consistent with the Plan accepted by the NYSE
Amex, the NYSE Amex may initiate delisting proceedings. D uring
the Plan Period, the Company will be subject to periodic review to
determine whether it is achieving progress consistent with the
Plan.

                    About Senesco Technologies

Senesco Technologies, Inc. is leveraging proprietary technology
that regulates programmed cell death, or apoptosis.  Accelerating
apoptosis may have applications in treating cancer, while delaying
apoptosis may have applications in treating certain inflammatory
and ischemic diseases.  The Company has initiated a clinical study
in multiple myeloma with its lead therapeutic candidate, SNS01-T.
Senesco has already partnered with leading-edge companies engaged
in agricultural biotechnology and is entitled to earn research and
development milestones and royalties if its gene-regulating
platform technology is incorporated into its partners' products.


SHAMROCK-SHAMROCK: Files Amended Schedules of Assets & Liabilities
------------------------------------------------------------------
Shamrock-Shamrock Inc. filed with the U.S. Bankruptcy Court for
the Middle District of Florida amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $12,091,327
  B. Personal Property               812,827
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,021,979
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $14,123
                                ------------     ------------
        TOTAL                    $12,904,154      $17,036,102

A full-text copy of the amended Schedules is available for free at
http://bankrupt.com/misc/SHAMROCK-SHAMROCK_sal_amended.pdf

In the original schedules, the Company disclosed assets of
$12,904,154 and liabilities of $17,021,201, owing on mortgages to
a variety of lenders.

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.


SHELDRAKE LOFTS: Oct. 31 Hearing on Exclusivity Set
---------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on Oct. 31,
2011, at 10:00 a.m., to consider Sheldrake Lofts LLC's motion to
extend its exclusive period to solicit acceptances for the
proposed chapter 11 plan.  Objections were due Oct. 25.

The Debtor related that it needs more time to be in a position to
formulate, negotiate and file a viable plan of reorganization and
prepare adequate information to allow creditors to determine
whether to accept the plan.  In the Debtor's third request for
extension, the Debtor, after the mediation concluded without any
resolution, continued settlement discussions with two groups of
defendants, the Tannenbaum defendants -- the law firm of
Tannenbaum Helpern Syracuse & Hirschtritt LLP, who was Remediation
Capital Funding, LLC's counsel -- and L&M defendants -- L&M
Development Group, LLC -- and they each agreed to settle the
Debtor's respective claims against them without admitting any
liability.  The Debtor's counsel is now preparing the motion
papers, and it is expected that these settlements will be heard by
the Court on Oct. 31.

As reported in the Troubled Company Reporter on July 29, 2011, the
Debtor is involved in a mediation with its primary creditor,
RCF, the Village, and Cozen & O'Connor, Tannenbaum.  The mediation
involved negotiations with RCF and other major players in the
case, the Village. Melanie L. Cyganowski, Esq., was the mediator.

The Debtor is also engaged in discussions with its insurance
broker Aon's counsel regarding the Debtor's request for
reimbursement of the necessary expenses to repair its properties
well as the Debtor's claims against Aon for misrepresentation or
gross negligence.

                      About Sheldrake Lofts LLC

New Rochelle, New York-based Sheldrake Lofts LLC owns several
contiguous parcels of real property in the Village of Mamaroneck
situated along the Sheldrake River: 270 Waverly Avenue, 206-208
Waverly Avenue, 188 Waverly Avenue.  It filed for Chapter 11
protection on August 10, 2010 (Bankr. S.D.N.Y. Case No. 10-23650).
David H. Wander, Esq., at Davidoff, Malito & Hutcher, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets at $50 million to $100 million and its debts at $10 million
to $50 million as of the Petition Date.


SIRIUS XM: S&P Upgrades Corporate Credit Rating to 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based Sirius XM Radio Inc. and subsidiary
XM Satellite Radio Inc. to 'BB' from 'BB-'. The rating outlook
is stable. The action reflects the company's declining debt
leverage, improving discretionary cash flow, and the prospects for
continued improvement in credit measures through the remainder of
2011 and 2012.

"Our recovery ratings on Sirius XM's and XM Satellite Radio's debt
issues remain unchanged. We have raised our issue-level ratings on
these companies' debt by one notch in conjunction with the one-
notch upgrade," S&P related.

"The 'BB' rating on Sirius XM Radio reflects our expectation that
debt levels will remain relatively stable, but that the company
will continue to reduce gross adjusted debt leverage to the mid-3x
area by the end of 2012 through EBITDA growth," said Standard &
Poor's credit analyst Hal Diamond.

"We assess the company's business risk profile as 'fair' (as we
define the term in our criteria), reflecting its relative
stability, its dependence on U.S. auto sales and consumer
discretionary spending for growth, and its longer-term
vulnerability to competition from alternative media. We view
Sirius XM's financial risk as 'significant' because of recurring
periods of capital intensity and the absence of a revolving credit
facility for back-up liquidity," S&P related.

Sirius XM is the only U.S. satellite radio operator, but it faces
significant hurdles to maintaining consistent, long-term growth,
including the need to broaden subscriber demand and reduce churn
in line to rates with other satellite entertainment providers.
"The company faces increased competition from the Internet and
several emerging technologies, many which are free, though we
expect the impact on near-term subscriber growth will not be
material," S&P said.

Sirius XM derives almost all of its revenue from subscription
fees, as advertising revenues are a small revenue source. Revenue
growth is largely a function of new subscriber additions, which
are heavily dependent on new auto sales and, to a lesser extent,
price increases. Further long-term risks relate to maintaining
subscriber growth during a period of increasing competition
from online audio services. Profitability is similar to peer U.S.
satellite direct-to-home companies, with Sirius' much lower
programming costs offset by higher revenue-sharing payments to
automakers and subscriber acquisition costs.

Gross lease-adjusted debt to EBITDA declined to 4.7x for the 12
months ended June 30, 2011, from 6.1x in the prior 12 months, due
to EBITDA growth. "Our expectation of declining leverage through
the end of 2012 is consistent with the indicative debt-to-EBITDA
ratio range of between 3x and 4x that characterizes significant
financial risk under Standard & Poor's criteria. EBITDA coverage
of total interest expense increased to 2.0x for the 12 months
ended June 30, 2011, versus 1.5x in the prior 12 months. Total
interest expense is relatively high as a result of a high average
cost of term debt, the absence of lower cost bank debt, and
capitalized interest expense. Our base case scenario indicates
that gross adjusted debt leverage could decline to the low- to
mid-4x range by year-end 2011 and the mid-3x range by the end
of 2012. Our base case indicates interest coverage could rise in
the low- to mid-2x range by year-end 2011 and high-2x range in
2012m," S&P related.


SPANGLER GROUP: Seattle Investor Lost Millions of Clients' Money
----------------------------------------------------------------
Levi Pulkkinen at Seattlepi.Com reports that federal agents have
raided the home of a Seattle investment manager alleged to have
tricked clients into investing in startup companies he managed,
then lost much of their money when one of the firms collapsed.

Mark Spangler and his firm, The Spangler Group Inc., went into
receivership earlier this year, admitting in court that he and the
company were not able to pay their bills, according to the report.
Now, according to recently unsealed law enforcement statements,
Spangler is the subject of an FBI fraud and money laundering
investigation as well as a Securities and Exchange Commission
inquiry, the report notes.

Seattlepi.Com says that in a statement filed in U.S. District
Court at Seattle, an FBI agent assigned to the white collar crimes
division contended Spangler led several clients to believe he?d
invested their money in relatively safe, diversified funds.

Instead, the agent said, it appears Spangler directed millions to
two privately held, cash-poor companies in which he had a
leadership role. One of those firms appears to have closed in
March and cost Spangler?s investors at least $46 million,
Seattlepi.Com relates.

The report discloses that documents filed in state court by
Spangler show he was managing the fortunes of more than 100
investors spread around the country when he was forced to file for
receivership earlier this year.

Since then, a court-appointed attorney has been in charge of
selling Spangler?s assets ? including a 64-foot yacht valued at
$850,000, and a $1.3 million house in Seattle?s Portage Bay
neighborhood ? in an effort to settle the 56-year-old?s debts,
Seattlepi.Com adds.


SPECIALTY PRODUCTS: Seeks to Move Plan Filing Deadline to Nov. 30
-----------------------------------------------------------------
Specialty Products Holding Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file a Chapter 11 plan until Nov. 30, 2011,
and solicit acceptances of that plan until Jan. 30, 2012.

A hearing is set for Nov. 21, 2011, at 9:30 a.m., to consider the
Debtors' request for extension.  Objection, if any, are due Oct.
21, 2011 at 4:00 p.m.

This is the Debtors' third request for an extension.

According to the Debtors, they have been engaged in a variety of
tasks over the last six months, most of them related to an
estimation of the Debtors' asbestos liability.  Beginning in
October 2010, the Debtors filed a series of Rule 2004 motions
seeking to obtain information to assist their estimation expert,
Bates White LLC, in preparing a thorough and accurate estimation
of the Debtors' asbestos liability.

The Debtors say, although the Court has denied, without prejudice,
two of the Rule 2004 motions and has taken a third under
advisement, it authorized the Debtors to proceed with a claimant
information form for mesothelioma claimants with pending lawsuits
against one or both Debtors.  The deadline for claimants to
complete that form is not until Nov. 2, 2011, however, and the
Debtors anticipate that all parties will require time
after the deadline to review the submissions and process the
claimant data. Accordingly, the Debtors require additional time,
at a minimum, to review and analyze the data received through
the claimant information form.

The Debtors says they remain committed to emerging from Chapter 11
as soon as practicable.  Given the complexity and magnitude of the
asbestos-related issues and the current status of the Debtors'
discovery requests, neither the Debtors nor any other party is in
a position to propose a viable plan of reorganization.  The short,
two-month extension of the exclusive Periods requested by the
Debtors will not result in any delay of the plan process, and
should be granted.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.


STERLING SHOES: Gets Toronto Stock Exchange Delisting Notice
------------------------------------------------------------
Sterling Shoes Inc. has received notice from the Toronto Stock
Exchange that its common shares and convertible debentures will be
delisted at the close of market on November 25, 2011 for failure
to meet the continued listing requirements of TSX.  The common
shares and debentures will remain suspended from trading until
that date.  The notice follows the initial order obtained by the
Company under the Companies' Creditors Arrangement Act on Friday,
October 21, 2011.

                      About Sterling Shoes

Sterling Shoes Inc. is a leading Vancouver-based footwear retailer
offering a broad selection of private label and brand name shoes
and accessories across five Canadian provinces through its five
separate retail banners: Sterling, Joneve, Shoe Warehouse,
Freedman Shoes and Gia. Since 1987, Sterling Shoes has grown from
five shopping mall locations to 158 stores (as at October 26,
2011) located primarily in high-traffic, high-visibility locations
within enclosed shopping malls, on high streets and in strip
malls. Sterling Shoes currently employs approximately 1,100
employees.


SUGARLEAF TIMBER: Plan Outline is Inadequate, Farm Credit Says
--------------------------------------------------------------
Farm Credit of Florida, ACA, opposes approval of the Disclosure
Statement filed in support of SugarLeaf Timber, LLC's Plan of
Reorganization dated Sept. 4. 2011.

Counsel to Farm Credit, Brian P. Hall, Esq., at Smith, Gambrekk &
Russell, LLP, in Atlanta, Georgia, contends that the Plan is a
partial "dirt for debt" plan seeking to force Farm Credit to
receive a portion of its real property in full satisfaction of
approximately $27,400,000 in secured claims while the Debtor
retains approximately 622 acres of real property collateral which
Farm Credit is forced to release under the Plan.   The Plan, he
adds, also appears to provide a release of Farm Credit's claims
against six individual guarantors.

The Disclosure Statement fails to include adequate information
regarding the value of the property and the risks inherent in
attempting to confirm a partial dirt for debt plan, Mr. Hall
asserts.

He adds that the Disclosure Statement is also inadequate in a
number of other respects, including the absence of any explanation
regarding the purpose and legal theories behind the release of the
Guarantors.

As reported in the Sept. 14, 2011, edition of the Troubled Company
Reporter, the Sugarleaf Timber Plan essentially provides that (a)
the Reorganized Debtor will transfer a portion of its properties
to Farm Credit of North Florida in full satisfaction of the Farm
Credit Notes; and (b) the Reorganized Debtor will operate its
business, including the marketing and sale of the property vested
in the Reorganized Debtor, to pay the remainder of its debts.

The Debtor obtained over $20 million in loans from Farm Credit in
2007 to purchase, develop and sell more than 7,000 acres of land
in Clay County, Florida.  The Farm Credit loans are evidenced by
three notes.

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

       http://bankrupt.com/misc/SUGARLEAFTIMBER_DS.PDF

                     About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, filed for Chapter
11 bankruptcy (Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.
Chief Bankruptcy Judge Paul M. Glenn presides over the case.
Robert D. Wilcox, Esq., at Brennan, Manna & Diamond, PL, serves as
the Debtor's bankruptcy counsel.

In its Schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.


SUMMER VIEW: Can Hire Cirrus Asset Management as Asset Manager
--------------------------------------------------------------
Summer View Sherman Oaks LLC has obtained authorization from the
U.S. Bankruptcy Court for the Central District of California to
employ Cirrus Asset Management, Inc. to manage a 169-unit
apartment building located at 15353 Weddington St., Sherman Oaks,
Calif., the Debtor's only asset.

The Debtor tells the Court of its dissatisfaction of the previous
manager, Clyde Holland and his company Holland Residential
(California), Inc.  The Debtor relates that HRC's personnel have
significantly overstepped the boundaries allowed of the management
company of the Property and as a result, stolen records were not
reported, two overlapping insurance policies were obtained, no
insurance premiums were paid, and wrong banking institution was
insured for the Property.

The Debtor will pay Cirrus a management fee amounting $4,600 a
month or 3% of monthly revenue generated by the Property,
whichever is greater.  In addition, Cirrus agrees to manage the
Property pursuant to an operating budget approved by the U.S.
Bankruptcy Court and to comply with all other requirements imposed
by the U.S. Bankruptcy Court and the U.S. Trustee's office.

Steve Heimler, the president of Cirrus, assures the Court that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The firm can be contacted at:

         CIRRUS ASSET MANAGEMENT, INC.
         23621 Calabasas Rd
         Calabasas, CA 91302
         Tel: (818) 222-4840

                About Summer View Sherman Oaks LLC

Summer View Sherman Oaks LLC, aka Summer View Sherman Oaks
Apartments LLC, a single-asset real estate company, is the owner
of a 169-unit apartment building locate at 15353 Weddington
Street, in Sherman Oaks, California.  The Company filed for
bankruptcy under Chapter 11 (Bankr. C.D. Calif. Case No. 11-19800)
on Aug. 15, 2011.  The West Hollywood, California-based Company
estimated assets and liabilities of $10 million to $50 million.
Judge Alan M. Ahart presides over the case.  Terry D. Shaylin,
Esq., at Karasik Law Group, LLP, serves as the Debtor's bankruptcy
counsel.  The petition was signed by Sonia Sobol, member.


TELECONTINUITY INC: Ch. 7 Trustee Settles With WWC Capital Fund
---------------------------------------------------------------
Judge Paul Mannes signed off on a settlement between Merrill
Cohen, the Chapter 7 Trustee of Telecontinuity, Inc.'s estate
(Bankr. D. Md. Case No. 10-12513) and WWC Capital Fund II, LP, in
its capacity as collateral agent and prepetition and post-petition
lenders for whom WWC Capital Fund II, LP, acted as collateral
agent.  Pursuant to the settlement, the WWC Parties would assign
to the estate their prepetition senior blanket lien claims in
excess of $350,000 and their Chapter 11 superpriority
administrative claims of about $443,000, and pay the estate
$300,000 cash, all in consideration for the Chapter 7 Trustee's
execution of a general release of the estate's claims against the
WWC Parties.

Louis M. Mayberg and Nobska Venture Partners I LP filed an
objection to the settlement in which they assert that the
Settlement is not in the best interests of the estate and that
they have made an offer to purchase the estate's claims against
the WWC Parties for $350,000 cash, an amount which is superior to
the consideration the estate receives under the Settlement.

The Chapter 7 Trustee stated, however, that he had extensive
discussions with Mr. Mayberg and Nobska about a sale to them of
the estate's claims against the WWC Parties and concluded that
this was not the appropriate method of liquidating this asset.
Their offers did not measure up to the benefit to the estate
offered by the Settlement. Among reasons for rejecting the
Mayberg-Nobska Offer, the Chapter 7 Trustee concluded that
inasmuch as Mr. Mayberg and Nobska do not have the power to assign
the lien claims of the WWC Parties to the estate, the entire
consideration for the sale would be subject to the $443,000
Chapter 11 superpriority administrative claim of the WWC Parties.
While Mr. Mayberg and Nobska alleged grounds for challenging the
claims of the WWC Parties, the Chapter 7 Trustee weighed the cost
and speculative nature of such a proceeding and determined that
the better, more certain result would be obtained by acceptance of
the proposal of the WWC Parties.

A copy of the Court's Oct. 24, 2011 Memorandum of Decision is
available at http://is.gd/qXhTvxfrom Leagle.com.


TETON AIR: Judge Pappas Dismisses Chapter 11 Case
-------------------------------------------------
The Hon. Jim D. Pappas U.S. Bankruptcy Court for the District of
Idaho dismissed the Chapter 11 case of Teton Air Ranch LLC at the
behest of the U.S. Trustee.

As reported in the Troubled Company Reporter on Sept. 22, 2011,
Robert D. Miller, Jr., the U.S. Trustee for Region 19, asked the
Court to dismiss or convert the Debtor's case.  The U.S. Trustee
told the Court that the Debtor has no employees and no business
operations.  It adds that the Debtor has not bank account since
March 2010.

The Debtor explained that the proceeding with the bankruptcy is in
the best interest of Debtor's unsecured creditors and the estate.
Further, the Debtor has complied with all of the specific
requirements of which the U.S. Trustee, or is in the process of
coming into full compliance with such and has provided explanation
regarding the current status of any incomplete requirements.

                          Automatic Stay

In relation to the motion for relief from automatic stay, the
Debtor says that its sole asset -- certain real property located
in Teton County, Idaho is fully encumbered by the present claim of
Cypress Capital XXI, LLC.  Cypress has asserted a claim against
the property in excess of $15 million.  While the precise value of
the property is unknown, the Debtor has estimated its value to be
approximately $5 million.

However, the Debtor adds that there are question marks surrounding
the validity and extent of Cypress' claim.  The Debtor relates
that it only received approximately $3.2 - $3.8 million in cash
from Cypress, which transfers occurred between November of 2007
and October of 2008.  However, Cypress now asserts that over the
short time since the loan was made that it is now owed over
$15 million.

Further, the loan was entered into on behalf of Debtor by Bryce
Karl, who was the owner and manager of Air Ranch Holdings, LLC,
which was allegedly the majority owner and manager of the Debtor
at the time the loan from Cypress was made to Debtor.

                           About Teton Air

Teton Air Ranch LLC, in Pocatello, Idaho, filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 11-41190) on July 18, 2011.
Judge Jim D. Pappas presides over the case.  Daniel C. Green,
Esq., at Racine Olson Nye Budge & Bailey, serves as bankruptcy
counsel.  In its petition, the Debtor estimated $10 million to
$50 million in assets and debts.  The petition was signed by Corey
Simon, authorized representative.

According to its schedules, the Debtor disclosed $13,799,537 in
total assets and $24,719,592 in total debts.


TIMBER HOLDINGS: Coastal Forest Buys Firm Out of Receivership
-------------------------------------------------------------
The Business Journal reports that Coastal Forest Products bought
the assets of Timber Holdings International, Wauwatosa, out of
receivership for $2.5 million.

As reported in the Troubled Company Reporter on Sept. 27, 2011,
Timber Holdings International has entered receivership after
defaulting on its debt with M&I Bank.  BMO Harris Bank, which
bought Milwaukee-based M&I in July, sued Timber Holdings owner
Cecco Trading Inc. earlier this month in Milwaukee County Circuit
Court, according to the report.  The report noted that Milwaukee
attorney Michael Polsky, who has been appointed receiver, said
this week he is negotiating with two prospective buyers for the
business. Timber Holdings continues operating and has retained
owner Brian Lotz as its president.

Timber Holdings International is a Wauwatosa company that has
supplied durable wood to the Atlantic City and Coney Island
boardwalks and backyard decks across America.


TR SHADOW: Court Sets Nov. 30 Claims Bar Date
---------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
set Nov. 30, 2011, as deadline for creditors of TR Shadow View LLC
to file proofs of claim.

TR Shadow View, LLC, based in Newport Beach, California, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-19227) on
June 29, 2011.  Eric J. Fromme, Esq., at Rutan & Tucker LLP,
serves as the Debtor's bankruptcy counsel.  The Debtor disclosed
$35,003,189 in assets and $33,352,297 in liabilities in its
schedules.


TRAILER BRIDGE: Inks Two Forbearance Agreements with Wells Fargo
----------------------------------------------------------------
Trailer Bridge, Inc., effective Oct. 24, 2011, entered into two
Forbearance Agreements related to its revolving credit facility
and term loan and security agreement by and among Wells Fargo
Bank, N.A., in its capacity as agent, and the financial
institutions from time to time party thereto.

The Revolving Credit Facility provides, among other things, that
the failure of the Company to refinance its Senior Secured Notes
by Oct. 15, 2011, is an event of default.  As of Oct. 25, 2011,
the Company has not refinanced its Senior Secured Notes.  The Loan
Agreement provides that an event of default under the Revolving
Credit Facility is an event of default under the Loan Agreement.

The Forbearance Agreements provide that the Lenders agree to
forbear exercising their rights and remedies until Oct. 31, 2011,
provided no additional events of default occur.  In exchange for
the Forbearance Agreements, the Company paid a fee of $15,000 and
executed a general release in favor of the Lenders and Wells Fargo
for any claims related to the Revolving Credit Facility and the
Loan Agreement that the Company had prior to or as of the date of
the Forbearance Agreements.  Failure to cure the default by
Oct. 31, 2011, will result in the acceleration of the obligations
due under the Revolving Credit Facility and the Loan Agreement.
As of Oct. 15, 2011, approximately $6.1 million was drawn on the
Revolving Credit Facility and $4.4 million was drawn on the Loan
Agreement.

If the Company is unable to cure the event of default or obtain a
waiver or additional forbearance and the amounts due are
accelerated, such acceleration, if uncured, may be considered an
event of default giving rise to acceleration of the amounts due
under the Company's Senior Secured Notes.

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

                        http://is.gd/L3eh36
                        http://is.gd/ehyo1b

                        About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc., is an integrated
trucking and marine freight carrier that provides freight
transportation between the continental U.S., Puerto Rico and the
Dominican Republic.

BDO USA, LLP, in Miami, Fla., expressed substantial doubt about
Trailer Bridge's ability to continue as a going concern.  The
independent auditors noted that the Company has a significant
working capital deficit resulting from the current maturities of
long term debt.

The Company reported a net loss of $2.3 million on $118.2 million
of revenues for 2010, compared with net income of $2.6 million  on
$114.3 million of revenues for 2009.

The Company's balance sheet at June 30, 2011, showed
$105.62 million in total assets, $119.54 million in total
liabilities, and a $13.92 million total stockholders' deficit.

                       Bankruptcy Warning

If the Company's cash flow and capital resources are insufficient
to fund its debt service obligations, including refinancing the
Notes due Nov. 15, 2011, the Company could face substantial
liquidity problems and might be forced to reduce or delay capital
expenditures, dispose of material assets or operations, seek to
obtain additional equity capital, restructure or refinance its
indebtedness.  In the event that the Company is required to
dispose of material assets or operations to meet its debt service
obligations, the Company said it cannot be sure as to the timing
of those dispositions or the proceeds that it would realize from
those dispositions.  Further, the Company said it cannot provide
assurance that it will be able to restructure or refinance any of
its indebtedness or obtain additional financing, given the
uncertainty of prevailing market conditions from time to time.
Such alternative measures may not be successful and may not permit
the Company to meet its scheduled debt service obligations. In
such an event, the Company may be forced to file for protection
under federal bankruptcy laws.

If the Company is able to restructure or refinance its
indebtedness or obtain additional financing, the Company
anticipates that the economic terms on which such indebtedness is
restructured, refinanced or obtained will not be as favorable to
the Company as its current indebtedness and may include an equity
component that could include a change of control.

                          *     *     *

As reported by the TCR on May 25, 2011, Moody's Investors Service
downgraded Trailer Bridge, Inc.'s Corporate Family and Probability
of Default ratings two notches to Caa2 from B3.  The ratings
downgrade was prompted by Trailer Bridge's upcoming maturities
comprising the majority of the company's debt structure over the
next twelve months combined with insufficient liquidity sources to
satisfy these obligations absent a refinancing.

In the June 15, 2011, edition of the TCR, Standard & Poor's
Ratings Services lowered its long-term corporate credit rating on
Jacksonville, Fla.-based Trailer Bridge Inc. to 'CCC' from 'B-'.
"At the same time, we lowered our rating on the company's senior
secured debt to 'CCC' (the same as the new corporate credit
rating), from 'B-' and revised the recovery rating to '4' from
'3', indicating our expectations of an average (30%-50%) recovery
in the event of a payment default.  The outlook is developing,"
S&P said.

S&P related, "Our ratings on Trailer Bridge reflect its weak
liquidity, highly leveraged financial profile, concentrated end-
market demand, and participation in the capital-intensive and
competitive shipping industry. Positive credit factors include the
less-cyclical nature of demand for consumer staples that Trailer
Bridge mostly carries and barriers to entry due to the Jones Act
(which regulates intra-U.S. shipping).  We categorize Trailer
Bridge's business risk profile as vulnerable, its financial risk
profile as highly leveraged, and liquidity as weak."


TRAILER BRIDGE: S&P Lowers Corporate Credit Rating to 'SD'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Trailer Bridge Inc. to 'SD' from 'CCC' and
removed it from CreditWatch, where they were placed with negative
implications on Sept. 22, 2011.

"At the same time, Standard & Poor's lowered its rating on the
company's senior secured notes to 'CC' from 'CCC'. The notes
remain on CreditWatch with negative implications," S&P related.

The rating actions reflect confidential information that Trailer
Bridge has made available to Standard & Poor's regarding its debt
obligations. "We lowered our issue rating to reflect imminent
refinancing risks and the company's high probability of default,
given that the senior secured notes mature on Nov. 15, 2011," said
Standard & Poor's credit analyst Funmi Afonja.

Under the terms of the company's credit agreement on its senior
secured debt, failure to refinance the senior secured notes by
Oct. 15, 2011, is an event of default. However, on Oct. 24, 2011,
the company entered into a forbearance agreement with its senior
secured debt holders, who have agreed not to exercise their rights
and remedies, including acceleration of payments due under the
senior secured debt, until Oct. 31, 2011.


TRANS ENERGY: Amends 1st Qtr. Financials to Add Expense
-------------------------------------------------------
On Oct. 25, 2011, Trans Energy, Inc., filed Amendment No. 1 to its
quarterly report on Form 10-Q for the quarter ended March 31,
2011, which was filed with the Securities and Exchange Commission
on June 16, 2011.

Item 1. ? Financial Statements is being amended to:

  -- Increase current liabilities and accumulated deficit by
     $245,219 for expenses associated with sale of acreage;

  -- Decrease the gain on sale line item on the Consolidated
     Income Statement by $245,219 for expenses associated with
     acreage sale and adjust earning per share;

  -- Update Consolidated Statement of Stockholders' Equity;

  -- Update Consolidated Statements of Cash Flow for expenses
     associated with sale of acreage;

  -- Update Notes to Consolidated Financial Statements for
     expenses associated with sale of acreage;

  -- Update Item 2. for expenses associated with sale of acreage;

The Company reported net income of $11.5 million on $1.6 million
of revenues for the three months ended March 31, 2011, compared
with a net loss of $1.2 million on $1.1 million of revenue for the
same period during the prior year.

This change from a net loss to a net profit is primarily due to
the sale of certain acreage assets and also an increase in
revenues.

The Company's balance sheet at March 31, 2011, showed
$60.6 million in total assets, $31.5 million in total liabilities
and $29.1 million in total stockholders' equity.

Trans Energy has incurred cumulative operating losses through
March 31, 2011, of $9,260,970.  At March 31, 2011, Trans Energy
had a stockholders' equity of $29,103,399 and a working capital
deficit of $13,552,853, including its note payable which is due on
March 31, 2012.  Revenues during the three months ended March 31,
2011, were not sufficient to cover its operating costs.

"Because of our historical losses, limited working capital, and
need for additional funding, there is substantial doubt about our
ability to continue as a going concern."

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

                       http://is.gd/HjYr7v

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.




TRENTON LAND: Hearing on Case Dismissal Plea Adjourned to Nov. 2
----------------------------------------------------------------
The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the
District of Michigan has adjourned the hearing scheduled for
Oct. 12, 2011, to Nov. 2, 2011, at 11:00 a.m., to consider the
motion to dismiss the Chapter 11 case of Trenton Land Holdings,
LLC.

The Debtor, Wayne County Treasurer and Riverview-Trenton Railroad
Company entered into a stipulation adjourning the hearing to
consider motion to dismiss the Debtor's case.

As reported in the Troubled Company Reporter on Sept. 19, 2011,
the Debtor asked the Court to dismiss its Chapter 11 case.  In
light of the absence of cash available to the Debtor, any fees of
the Debtor's counsel will be paid by non-debtor "insiders."

The TCR reported that the Debtor has not had its own cash flow.
Essential operating expenses and payments to the Wayne County
Treasurer have been paid directly by the "insiders" of the Debtor.

Wayne County Treasurer is represented by:

         Leonora K. Baughman, Esq.
         KILPATRICK & ASSOCIATES, P.C.
         615 Griswold, Suite 1004
         Detroit, MI 48226
         Tel: (313)-963-2581
         E-mail: ecf@kaalaw.com

Riverview-Trenton Railroad Company is represented by:

         John T. Piggins, Esq.
         MILLER JOHNSON
         250 Monroe Ave N.W., Suite 800
         P.O. Box 306
         Grand Rapids, MI 49501
         Tel: (616) 831-1793
         Fax: (616) 988-1793
         E-mail: pigginsj@millerjohnson.com

                 About Trenton Land Holdings, LLC,

Trenton, Michigan-based Trenton Land Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 10-
60990) on June 29, 2010.  Karin F. Avery, Esq., at Silverman &
Morris, P.L.L.C., assists the Debtor in its restructuring effort.
The Company disclosed $16,726,075 in assets and $65,925,596 in
liabilities.


TWIN CITY: Wants Access to Associated Bank's Cash Collateral
------------------------------------------------------------
Twin City Bagel, Inc., dba National Choice Bakery and Lev Bakery,
Inc., ask the U.S. bankruptcy Court for the District of Minnesota
for authorization use the cash collateral until Dec. 30, 2011.

The Debtors' principal lender, Associated Bank, National
Association, appears to have a lien in cash collateral by virtue
of a security agreement dated Feb. 27, 2008, and financing
statements filed with the Minnesota Secretary of State on Feb. 27,
2008, as to Lev and Oct. 14, 2002, as to TCB.  Associated claims
that approximately $8.6 million is owed to it by the Debtors.

In addition, Associated is in possession of some of the Debtors'
cash collateral which was in a lock box on the petition date. The
Debtors request that that cash collateral be turned over to the
Debtors for deposit into the Debtors' DIP account.

The Debtors will use the cash collateral to meet the ordinary
expenses of operating the Debtors' business.

The Debtors propose to adequately protect the interests of
Associated by granting replacement liens on inventory and accounts
purchased or generated after the petition date.

                   Associated Bank's Objection

On Sept. 28, Associated Bank filed its objection to the Debtors'
motion for cash collateral use, stating that, among other things:

   -- TCB and Lev owe the bank in excess of $7,000,000;

   -- contrary to the allegations contained in the Debtors'
   motions, the Debtors are in default of their payment
   obligations to the bank.  All of the debt matured and became
   due and payable in full on July 6, 2011.  The Debtors failed to
   pay the debt as required by the terms of the loan documents.
   The Debtors decided to file for bankruptcy after they rejected
   the terms of a forbearance agreement proposed by the bank which
   would have run through Dec. 31, 2011.

   The debt is secured by perfected, first-priority security
   interests in favor of the bank on all assets of TCB and Lev,
   including inventory, accounts receivable, and proceeds thereof,
   including cash and cash equivalents.  The bank is not protected
   by an equity cushion.

   -- contrary to the Debtors' assertions, the combined value of
   the Debtors' cash, accounts receivable, and inventory
   deteriorate between the Petition Date and Oct. 19, 2011.

   -- the Debtors are proposing to pay a prepetition payroll tax
   in the amount of $62,000 and no legal grounds exist for such
   payment.

   -- the proposed orders submitted by the Debtors provide for
   replacement liens on cash assets, which is not a defined term.

The bank submits that any order authorizing the Debtors' use of
cash collateral must include, among other things:

   a. a provision which requires TCB an Lev to comply with local
   bankruptcy Rule 4001-2;

   b. a provision which terminates TCB's and Lev's authority to
   use cash collateral at any time that TCB fails to maintain the
   Petition Date values of its cash, inventory, and accounts
   receivable;

   c. a provision which requires each Debtor to segregate and
   account for the bank's cash collateral, as required by section
   363(c)(4) of the Bankruptcy Code; and

   d. a provision which requires the Debtors to provide the Bank
   with reasonable access to its collateral and the Debtors for
   purposes of inspection, audit, and appraisal.

Associated Bank is represented:

         Daniel C. Beck, Esq.
         WINTHROP & WEINSTINE, P.A.
         225 South Sixth Street, Suite 3500
         Minneapolis, MN 55402-4629
         Tel: (612) 604-6400
         E-mail: dbeck@winthrop.com

                   About Twin City Bagel, Inc.

Twin City Bagel, Inc., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 11-36042) in St. Paul, Minnesota, on Sept. 27,
2011.  Judge Dennis D. O'Brien presides over the case.  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman, in
Minneapolis, Minnesota, represents the Debtor as counsel.  The
Company disclosed $4,026,877 in assets and $4,561,754 in
liabilities as of the Chapter 11 filing.

Affiliate Lev Bakery, Inc., filed a separate Chapter 11 petition
(Bankr. D. Minn. Case No. 11-36044) on Sept. 27, 2011.

Habbo G. Fokkena, the U.S. Trustee for Region 12 appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Twin City Bagel.


TWIN CITY: U.S. Trustee Protests Request to Employ Ravich Meyer
---------------------------------------------------------------
Habbo G. Fokkena, United States Trustee Region 12, objects to
the employment of Ravich Meyer Kirkman McGrath Nauman & Tanseyas
counsel proposed by Twin City Bagel Inc. and Lev Bakery Inc. in
the U.S. Bankruptcy Court for the District of Minnesota.

According to the U.S. Trustee, full schedules and statements, and
plan or disclosure statement have not been filed by either Debtor.
The Debtors have not had their cases substantively consolidated,
but have filed a motion seeking joint administration.

The U.S. Trustee tells the Court that the firm cannot hold or
represent an interest adverse to the estate.  Lev Bakery owes Twin
City Bagel $3.6 million.  The representation of one of the two
Debtors would create an adverse representation that would preclude
the representation of the other Debtor.

Twin City Bagel, Inc., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 11-36042) in St. Paul, Minnesota, on Sept. 27,
2011.  Judge Dennis D. O'Brien presides over the case.  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman, in
Minneapolis, Minnesota, represents the Debtor as counsel.  The
Debtors listed $4,026,877 in assets, and $4,561,754 in
liabilities.

Affiliate Lev Bakery, Inc., filed a separate Chapter 11 petition
(Bankr. D. Minn. Case No. 11-36044) on Sept. 27, 2011.


TWIN CITY: Wants to Hire Froehling Anderson as Accountant
---------------------------------------------------------
Twin City Bagel Inc. and Lev Bakery Inc. ask the U.S. Bankruptcy
Court for the District of Minnesota for authority to employ
Froehling Anderson Ltd. as accountant to assist the Debtors with
the completion of a pending audit by the Internal Revenue Service.

The firm will bill between $150 and $300 per hour for services
rendered.

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

Twin City Bagel, Inc., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 11-36042) in St. Paul, Minnesota, on Sept. 27,
2011.  Judge Dennis D. O'Brien presides over the case.  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman, in
Minneapolis, Minnesota, represents the Debtor as counsel.  The
Debtor listed $4,026,877 in assets and $4,561,754 in liabilities.

Affiliate Lev Bakery, Inc., filed a separate Chapter 11 petition
(Bankr. D. Minn. Case No. 11-36044) on Sept. 27, 2011.


TWIN CITY: Wants to Hire Ravich Meyer as Attorney
-------------------------------------------------
Twin City Bagel Inc. and Lev Bakery Inc. ask the U.S. Bankruptcy
Court for the District of Minnesota for authority to employ law
firm of Ravich Meyer Kirkman McGrath Nauman & Tansey as its
attorney to represent the Debtors in connection with all matters
relating to the discharge of their responsibilities as debtor-in-
possession in this Chapter 11 case.

The attorneys and paralegal that will provide these services and
their hourly rates:

   Michael L. Meyer      $450
   Michael F. McGrath    $375
   Will Tansey           $305
   Paralegal             $150

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

Twin City Bagel, Inc., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 11-36042) in St. Paul, Minnesota, on Sept. 27,
2011.  Judge Dennis D. O'Brien presides over the case.  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman, in
Minneapolis, Minnesota, represents the Debtor as counsel.  The
Debtor listed $4,026,877 in assets and $4,561,754 in liabilities.

Affiliate Lev Bakery, Inc., filed a separate Chapter 11 petition
(Bankr. D. Minn. Case No. 11-36044) on Sept. 27, 2011.


TX BLACKHORSE: Seeks to Employ Thomas Greene as Counsel
-------------------------------------------------------
TX Blackhorse, L.P., seeks permission from Judge Letitia Z. Paul
of the U.S. Bankruptcy Court for the Southern District of Texas to
employ Thomas B. Greene, III, Esq., as its counsel, effective as
of December 29, 2010.

As the Debtor's counsel, Mr. Greene will:

   (a) provide legal advice with respect to its rights and duties
       as a debtor-in-possession and in the continued operation of
       its business and management of its properties;

   (b) assist, advise and represent the Debtor in analyzing the
       capital structure of Debtor, investigating the extent and
       validity of liens, cash collateral stipulations or
       contested matters;

   (c) assist, advise and represent the Debtor in postpetition
       financing transactions;

   (d) assist, advise and represent the Debtor in the formulation
       of a disclosure statement and a plan of reorganization and
       to assist Debtor in obtaining confirmation and consummation
       of a plan of reorganization;

   (e) assist, advise and represent Debtor in any manner relevant
       to preserving and protecting Debtor's estate;

   (f) investigate and prosecute preference, fraudulent transfer
       and other actions arising under the Debtor's bankruptcy
       avoiding powers;

   (g) institute objections to proofs of claim asserted against
       the Debtor's estate, and to prosecute all contested
       objections to proofs of claim asserted against the Debtor's
       estate;

   (h) prepare on behalf of the Debtor all necessary applications,
       motions, answers, orders, reports, and other legal papers;

   (i) appear in Court and to protect the interests of the Debtor
       before the Court;

   (j) assist the Debtor in administrative matters;

   (k) perform all other legal services for the Debtor which may
       be necessary and proper in these proceedings;

   (l) assist, advise and represent Debtor in any litigation
       matter; and

   (m) provide other legal advice and services, as requested by
       the Debtor from time to time.

The Debtor will pay Mr. Greene according to his customary hourly
rate of $300.  Mr. Greene will also be reimbursed for expenses to
be incurred.

Mr. Greene discloses that before the Petition Date, he received
$5,000 from the Debtor for legal services rendered or to be
rendered to the Debtor in connection with the Chapter 11 case,
which included the filing fees of $1,039.  Mr. Greene expects all
future fees to be paid by the Debtor from
Debtor's funds with Court approval.

Mr. Greene maintains that he is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

In response, Judy A. Robbins, the U.S. Trustee for Region 7,
asserts that because the Debtor's Application is made more than 30
days after the professional commenced providing services, the
application must meet the requirements set forth for nunc pro tunc
applications in Rule 2014-1(b) of Local Rules for the U.S.
Bankruptcy Court for the Southern District of Texas.

                       About TX Blackhorse

Tempe, Arizona-based TX Blackhorse L.L.P., a limited partnership,
is the owner of an undeveloped tract of land consisting of
approximately 630 acres in Texas City, Galveston County, Texas.
The Debtor's general partner is CW LT Management, L.L.C., of
Tempe, Arizona, which owns 1% of the Debtor.  John Cork, also of
Tempe, Arizona, the manager of the general partner, owns 88% of
the Debtor as limited partner.  Emilie Cork and Nathan Cork own 5%
limited partner interests respectively.

The Debtor filed for Chapter 11 bankruptcy protection on Dec. 29,
2010 (Bankr. S.D. Tex. Case No. 10-80760).  Thomas Baker Greene,
III, Esq., at the Law Office of Thomas B. Greene III, in Houston,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $19,100,280 in assets and $13,262,621 in
liabilities as of the petition date.


URBAN BRANDS: Court Confirms Plan of Liquidation
------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware confirmed the Plan of Liquidation of UBI Liquidating
Corp. and its affiliated debtors.

In an order dated Oct. 19, 2011, the Court found that the Plan
satisfies all the elements required for confirmation by Section
1129 of the Bankruptcy Code.  Each term and provision of the Plan
is valid, binding and enforceable, the Court ruled.

Objections to confirmation of the Plan that have not been
withdrawn are overruled, the Court ordered.

Moreover, the Court approved the Liquidating Trust Agreement,
which provides for the formation of the Liquidating Trust under
the Plan.  Stephen A. Feldman is appointed as Liquidating Trustee.

As reported in the Aug. 30, 2011, edition of the Troubled Company
Reporter, the Plan divides the various classes and interests
against and in the Debtors into 5 classes.  Class 1 Bank of
America Secured Lender Claims, Class 2 Other Secured Claims, and
Class 3 Priority Non-Tax Claims are to paid in full under the
Plan.  Class 4 General Unsecured Claims are estimated to have a 3%
to 7% recovery on their claims, while Class 5 Equity Interests
will be cancelled on the Plan Effective Date.  A copy of the
Disclosure Statement dated July 20, 2011, is available at:

          http://bankrupt.com/misc/urbanbrands.DS.pdf

                        About Urban Brands

Urban Brands, Inc., owed and retail stores under the Ashley
Stewart brand name, a nationally recognized brand for plus sized
urban women.  It sought Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-13005) on Sept. 21, 2010.  The Company
estimated assets of $10 million to $50 million and debts of
$100 million to $500 million in its Chapter 11 petition.  Chun I.
Jang, Esq., Mark D. Collins, Esq., and Paul N. Heath, Esq., at
Richards, Layton Finger, P.A., in Wilmington, Delaware, serve as
counsel to the Debtors.  BMC Group, Inc., is the claims and notice
agent.  The DIP Lender is represented by Donald E. Rothman, Esq.,
at Riemer & Braunstein LLP.

As reported by the Troubled Company Reporter on Oct. 29, 2010,
Urban Brands received Court permission to sell its business for
$16.67 million to an affiliate of Gordon Brothers Group LLC.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that Gordon Brothers told the judge it would operate at least 175
of the 210 stores.  Gordon Brothers would serve as Urban Brands'
agent to run going-out-of-business sales at the locations it won't
buy.  Mr. Rochelle said the price to be paid by Gordon Brothers is
subject to downward adjustment.  The ultimate price can't be less
than $6 million plus the amount necessary to pay off funding for
the Chapter 11 case.  The Debtor has been renamed UBI Liquidating
Corp., et al., following the sale.

In October 2010, the U.S. Trustee appointed seven entities to the
Committee of Unsecured Creditors -- Angel Made in Heaven, Inc.;
Natural Collection Corp.; Signsource, Inc.; Rosenthal & Rosenthal,
Inc.; GGP Limited Partnership; Simon Property Group, Inc.; and
International Inspirations, Ltd.  The Committee is represented by
Cooley LLP as lead counsel and Loughlin Meghji + Company as
financial advisor.


US FT: S&P Assigns Preliminary 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to Jersey City, N.J.-based US FT Holdco
Inc. (Fundtech). The outlook is stable.

"At the same time, we assigned a preliminary 'B+' rating to the
company's proposed $25 million senior secured revolving credit
facility due 2016 and the $200 million first-lien term loan due
2017. The preliminary recovery rating is '2', indicating our
expectation for substantial (70% to 90%) recovery of principal in
the event of payment default," S&P related.

Fundtech will use proceeds from the facilities for the acquisition
and merger of Israel-based, publicly traded Fundtech Ltd. and Las
Vegas-based Bserv Inc. (BankServ), the latter owned by private-
equity firm GTCR LLC. A $50 million subordinated loan (unrated)
will provide additional funding along with cash on hand and common
equity.

"Our ratings on Fundtech reflect its highly leveraged financial
profile, which an improved market position and cost reduction
opportunities partly offset," said Standard & Poor's credit
analyst Martha Toll-Reed.

Fundtech provides global payments and financial messaging (more
than 60% of pro forma total revenues), and cash management and
other solutions to financial institutions and corporations. Pro
forma combined revenues for the 12 months ended June 2011 were in
excess of $200 million.


VAN HUNTER: Frost National's Plan Outline Hearing Set for Nov. 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas will
convene a hearing on Nov. 14, 2011, at 10:30 a.m., to consider
adequacy of the Plan of Liquidation for Van Hunter Development,
Ltd., proposed by The Frost National Bank and Corey Van Trease.

Frost is a secured lender of Van Hunter.  Ten lots of the Debtor's
residential real properties in Flower Mound, Texas, are subject to
Frost's secured claim while one remaining lot is unencumbered.

As reported in the Troubled Company Reporter on Sept. 22, 2011,
the Plan dated Sept. 16, 2011, contemplated the liquidation of all
property of the Debtor.  Within 14 days of the order confirming
the Plan becoming a final order, the Debtor will close on the sale
of its properties to JBGL Capital LP unless a higher and better
offer comes up.  In such event, the Debtor will hold an auction
where JBGL will be considered the stalking horse offer, the
initial overbid will be $2.95 million, and JBGL will be entitled
to a $150,000 break-up fee.

Under the Plan, a $75,000 retainer the Debtor placed with its
bankruptcy counsel will be used to satisfy administrative claims
in the Debtor's case.  The proceeds of Frost's collateral will be
used to satisfy closing costs and property taxes secured by such
property with the remainder paid to Frost.  The remainder of the
retainer, the net proceeds of the sale of the Debtor's
unencumbered lot remaining after closing costs and taxes, and the
proceeds of the liquidation of all other property of the Debtor
will be used to satisfy the Allowed IRS Claim and the remainder
will be distributed to general unsecured creditors up to 100% of
their claim.  The Debtor's equity holders will receive no value or
distribution until all other classes are paid in full.

The Plan does not contemplate the Debtor continuing to operate.
Instead, the Debtor will be dissolved after liquidating its
property and completing all other actions under the Plan.

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

    http://bankrupt.com/misc/VANHUNTER_FrostPlanSept16.PDF

            Debtor Withdraws Own Disclosure Statement

The Debtor, on the other hand, notified the Court on Sept. 15 that
it is withdrawing the disclosure statement explaining its proposed
plan of reorganization dated May 13, 2011.

As reported in the Troubled Company Reporter on June 1, 2011, the
Debtor's Plan contemplates that Gary Evans, the principal of one
of the Debtor's partners, will be contributing sufficient capital
to pay off all of the Debtor's debt obligations to its various
secured creditors, unsecured creditors and the taxing authorities
in full.  The Debtor has one unencumbered lot, which will be
returned to Compass Bank in return for a credit as set forth in
the Plan.  The hearing to consider adequacy of the Debtor's
disclosure statement was previously continued to Sept. 19.

                About Van Hunter Development, Ltd.

Dallas, Texas-based Van Hunter Development, Ltd, filed for
Chapter 11 bankruptcy (Bankr. E.D. Texas Case No. 10-40052) on
Jan. 4, 2010.  Singer & Levick, P.C., in Addison, Texas, serve as
general bankruptcy counsel.  In its schedules, the Debtor
disclosed $16,378,784 in assets and $15,294,367 in liabilities as
of the petition date.


WASHINGTON LOOP: ROBI1956 Has Limited Objection to Plan Outline
---------------------------------------------------------------
Creditor, ROBI1956, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida, a limited objection to the Amended
Disclosure Statement explaining Washington Loop, LLC's Plan of
Reorganization dated Sept. 8, 2011.

According to ROBI, the Disclosure Statement, among other things:

   -- would require additional information on the proposed
   manager of the Debtors' business operations, and no facts are
   disclosed regarding the experience of the proposed manager;

   -- do not show that the Plan is feasible because the means of
   implementing the Plan contains no operating history with income
   and expense analysis;

   -- contains no historical data showing the operational
   experience of the Debtor over the past three years so that an
   informed analysis of the operating pro forma can be
   sufficiently analyzed.

ROBI filed the objection out an abundance of caution to preserve
its rights.  The Chapter 11 Trustee has agreed to supply the
missing information and other information identified by ROBI and
its affiliates so that the Debtor's business operations and the
Plan can be analyzed, and ROBI anticipates that the information
will be forthcoming.

As reported in the Troubled Company Reporter on Sept. 30, 2011,
the Plan contemplates that post-confirmation, the Reorganized
Debtor will continue to be managed by Lovina Lehr, who has been
managing the Debtor for the past four years.

The Debtor's property located in Charlotte County, Florida, has a
current fair market value as a going concern of approximately
$41 million to $45 million based on an appraisal which was
conducted by Gillott Appraisal Services, Inc.  Accordingly, each
of the Mortgage Holders is fully secured and will be paid in full
on account of their Allowed Secured Claims as provided under the
Plan.

The Debtor's Plan also proposes payment on account of those claims
held by various taxing authorities, creditors whose claims are
secured by personal property of the Debtor, creditors whose claims
are unsecured, and insiders or affiliates of the Debtor.  After
the Bankruptcy Court's anticipated approval of a $3.25 million
postpetition credit facility, the Debtor will be able to purchase
equipment which will enable the Debtor to grow its monthly income
from operations from its current level of approximately $51,000
per month to an average of over $400,000 per month in the first
quarter of 2012.  As a result, the Debtor anticipates that it will
be readily able to satisfy its obligations in the Plan.

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

ROBI1956, LLC is represented by:

         Andrew C. Ozete, Esq.
         BAMBERGER, FOREMAN, OSWALD & HAHN, LLP
         20 NW Fourth Street, Suite 708
         Post Office Box 657
         Evansville, IN 47704-0657
         Tel: (812) 425-1591
         E-mail: aozete@bamberger.com

                      About Washington Loop

Punta Gorda, Florida-based Washington Loop, LLC, operates an
aggregate mine in Charlotte County, Florida.  The Company owns two
parcels of real property and improvements -- the Loop Property and
the Mirror Lakes Property -- which, together, comprise roughly 474
adjoining acres in Punta Gorda, Charlotte County.  The Company
filed for Chapter 11 bankruptcy protection on March 31, 2011
(Bankr. M.D. Fla. Case No. 11-06053).  Judge Jeffery P. Hopkins
presides over the case. Steven M. Berman, Esq., and Hugo S.
deBeaubien, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa,
Fla., represent the Debtor as counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case (Case No.
10-27981) by order of the Court entered on March 17, 2011.  In the
prior Chapter 11 case, the Debtor's Schedule F, as filed under
penalty of perjury, listed some 34 general unsecured creditors
totaling claims of $1,953,354.  All Schedule F debts were listed
as non-contingent, liquidated, and undisputed.

The Debtor now declares that all Schedule F debts are
unliquidated.  These schedules were filed no less than two weeks
after the dismissal of the prior Chapter 11 case, and only six
weeks after the Debtor filed its Schedule F in that case.

Don Walton, the United States Trustee for Region 21, and Charles
A. Robinson Living Trust, creditor and interest holder against
Washington Loop, filed separate requests to convert the Debtor's
2011 Chapter 11 reorganization case to Chapter 7 liquidation.

Washington Loop filed with the Court a Chapter 11 plan and an
explanatory disclosure statement on Aug. 18, 2011.  The Troubled
Company Reporter published a summary of the Plan in its Sept. 6,
2011 edition.  The Plan is a reorganization plan accomplished
through the continuation of the Debtor's primary business: the
mining of the 750-acre property in Punta Gorda, Florida.  The
Debtor seeks to accomplish payment under the Plan primarily from
the proceeds of the sale of mining materials and or the refinance
of the Washington Loop Property.

The Plan proposes to pay secured creditors -- ROBBIE, Mirror Lakes
V, Mike Treworgy and Wells Fargo Equip Finance -- the present
value of their claim at a market interest rate over an 84-month
period through net income generated from the mining operation and
through a sale or refinance of the Washington Loop Property.  The
Effective Date of the proposed Plan is Dec. 15, 2011.  The first
payment due under the plan is Jan. 15, 2012.  Allowed Class 8
General Unsecured Claims will receive 100% of their allowed claim
on or before the 84th month following the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76c8


WASHINGTON MUTUAL: Equity Panel Can Hire Frank Partnoy as Adviser
-----------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware permitted the Official Committee of Equity
Security Holders of Washington Mutual, Inc., and its debtor
affiliates to employ Frank Partnoy as its securities litigation
consultant, nunc pro tunc to June 29, 2011.

As the Equity Committee's advisor, Mr. Partnoy has provided and
will provide advice to the Equity Committee and its professionals
in connection with various corporate and securities issues raised
by the Equity Committee's objection to the Debtors' Modified Sixth
Amended Plan.  Specifically, Mr. Partnoy has analyzed pricing of
the Debtors' securities and trading patterns for certain of the
major creditors that are relevant to allegations of insider
trading raised by the Equity Committee.

Mr. Partnoy will be paid according to his customary hourly rate of
$850.  In addition to the hourly rate, Mr. Partnoy charges a
retainer fee of $40,000, which is intended to compensate him for
having to set aside essentially all other responsibilities for the
period from his retention though the Plan confirmation hearing.
Mr. Partnoy will also be reimbursed for expenses incurred.

Mr. Partnoy maintains that he is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WAVE HOUSE: Seeks to Borrow $500,000 Postpetition Financing
-----------------------------------------------------------
Wave House Belmont Park, LLC seeks permission from Judge Laura S.
Taylor of the U.S. Bankruptcy Court for the Southern District of
California to borrow up to $500,000 in postpetition financing from
Kathleen Lochtefeld.

The purpose of the postpetition financing is to allow the Debtor
to proceed with a pending adversary action against the City of San
Diego captioned Wave House Belmont Park, LLC v. The City of San
Diego.

Ms. Lochtefeld's loan is to be secured by the proceeds from the
adversary action.  To the extent that secured creditor East West
Bank may have a secured interest in the proceeds via a Security
Agreement with the Debtor, the Debtor seeks a priming lien
benefiting Ms. Lochtefeld.  Interest on the outstanding amount
will accrue at the rate of 3% per annum.  The loan will be due and
payable upon conclusion of the Adversary Action.

The portion of the Loan to be used to fund legal fees and U.S.
trustee fees to be incurred in this Chapter 11 case cannot exceed
$200,000.  The remaining $300,000 will be used by the Debtor to
prosecute the Adversary Action.

Counsel to the Debtor, John L. Smaha, Esq., at Smaha Law Group,
APC, in San Diego, California, relates that the anticipated value
of the litigation asset is Debtor's main avenue in pursuing its
continuation as a going concern and in proposing a viable, non-
liquidating plan of reorganization.  Unless the Adversary Action
is prosecuted, it will not be available to pay claims against the
estate, he stresses.  The Debtor strongly believes that the City's
actions were in bad faith and that any termination of the
litigation in its favor will mean a significant infusion of cash
to the estate, with an estimated amount of $25,000,000, including
damages associated with the failure of the City to fulfill its
contractual obligations and all associated loss of business
opportunity, he maintains.

The Court held a hearing on October 7, 2011, originally scheduled
for September 15, 2011, with respect to the DIP Motion.

On October 14, 2011, the Debtor filed with the Court a proposed
order granting the DIP Motion.

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
10-19663) on Nov. 3, 2010.  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.

Wave House, the company that operates the San Diego amusement area
Belmont Park, filed for bankruptcy protection after the city
imposed an eightfold increase in rent, Dow Jones' Small Cap
reported early November.  The Debtor disclosed $28,327,703 in
assets and $17,611,057 in debts.


WAVE HOUSE: Seeks Approval of East West Bank Settlement Agreement
-----------------------------------------------------------------
Wave House Belmont Park, LLC seeks permission from Judge Laura S.
Taylor of the U.S. Bankruptcy Court for the Southern District of
California to enter into a settlement agreement with secured
creditor East West Bank.

On the Petition Date, the Debtor's primary asset was a ground
lease with the City of San Diego for the real property and
improvements thereon generally described as 3106-3146 Mission
Boulevard and 3105-3125 Ocean Front Walk, San Diego, California
92109, which parcel of property is located at Mission Bay and
generally known as "Belmont Park".  The balance due EWB as of the
Petition Date was the approximate sum of $16,507,623, plus accrued
and accruing interest, costs, and attorneys' fees.  Any interest
of Debtor's bankruptcy estate in the Lease was rejected effective
July 2, 2011 pursuant to Section 365(d)(4) of the Bankruptcy Code.

The Bankruptcy Court granted EWB relief from the automatic stay as
to all assets of the Debtor, excluding the Debtor's prepetition
accounts receivable and Debtor's claims and causes of action
against the City.   Against this backdrop, the Settlement
Agreement resolves the balance of EWB's motion for relief from the
automatic stay, and forms the basis for a Chapter 11 liquidating
plan.  On July 13, 2011, EWB filed an action in the San Diego
Superior Court against Debtor and others, seeking appointment of a
receiver for the Property and judicial foreclosure.  On July 22,
2011, the Superior Court appointed Kenneth A. Krasne as receiver
for the Property.

As of the Petition Date, the Debtor had subleased a substantial
portion of the Real Property to various third parties who operate
various businesses at the Real Property, and subleased other parts
of the Real Property to certain affiliates of Debtor, particularly
Wave House Athletic Club, LLC and Wave House San Diego, LLC.

The Settlement Agreement will resolve all remaining issues in the
Debtor's bankruptcy case related to East West Bank and the related
relief from the stay action.  It will also resolve certain claims
of EWB, Debtor, WHAC and WHSD regarding the Debtor's assets under
Schedule "B" of the Schedules of Assets and Liabilities, ongoing
operations of the athletic club and food and entertainment venues,
and other claims.  The Settlement Agreement resolves any
objections of EWB concerning the DIP Financing Motion, and EWB's
security interest in the Debtor's lawsuit against the City.

A full-text copy of the East West Settlement is available for free
at http://bankrupt.com/misc/WAVEHOUSE_EastWestBankSettlement.pdf

The Bankruptcy Court held a hearing on October 7, 2011 with
respect to the East West Settlement Motion.

East West Bank is represented by:

   David M. Poitras, Esq.
   JEFFER MANGELS BUTLER & MITCHELL LLP
   1900 Avenue of the Stars, Seventh Floor
   Los Angeles, California 90067-4308
   Tel: (310) 203-8080
   Fax: (310) 203-0567
   E-mail: dpoitras@jmbm.com

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
10-19663) on Nov. 3, 2010.  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.

Wave House, the company that operates the San Diego amusement area
Belmont Park, filed for bankruptcy protection after the city
imposed an eightfold increase in rent, Dow Jones' Small Cap
reported early November.  The Debtor disclosed $28,327,703 in
assets and $17,611,057 in debts.


WILLIAM SWITZER: Hearing on Ch. 15 Case Dismissal Set for Nov. 2
----------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on Nov. 2,
2011, (prevailing Eastern Time) at 9:45 a.m., to consider
PricewaterhouseCoopers, Inc.'s motion to close the Chapter 15 case
of William Switzer & Associates, Ltd.  Objections were due
Oct. 26, 2011.

PricewaterhouseCoopers, Inc., in its capacity as the monitor of
the Debtor, authorized by the Supreme Court of British Columbia,
Canada, and appointed by a consent to act in accordance with the
CCAA, explained that with the sale closed and the Canadian
Proceeding complete, there is no further activity anticipated in
this Chapter 15 case.  PwC related that title to all the Debtor's
assets was transferred to a new entity controlled and created by
091 (Newco) under the sale order and there are no remaining assets
in the United States to be administered.  Accordingly, the monitor
believed that the proceeding has been fully administered as
contemplated by Bankruptcy Code section 350(a) and must be closed
without prejudice.

PwC is represented by:

         Yann Geron, Esq.
         FOX ROTHSCHILD LLP
         100 Park Avenue, Suite 1500
         New York, NY 10017
         Tel: (212) 878-7900
         Fax: (212) 692-0940
         E-mail: ygeron@foxrothschild.com

             About William Switzer & Associates, Ltd.

Switzer Ltd. is the successor corporation of the family-owned and
operated business founded by William Switzer in 1952 as a full-
service interior design business.  Since 1978, the Switzer Group
has evolved into a business specializing in the production of
handmade furniture, including bespoke custom furnishings, fine
quality reproductions, original house designs, the Lucien Rollin
Collection and the Charles Pollock collection.  Switzer Group
furniture is found in many exclusive homes and hotels world-wide.

Recognizing its financial difficulties, the Switzer Group retained
the services of PwC to help it address establish a plan for
restructuring.  The Switzer Group also retained restructuring
counsel at Davis LLP in Canada and Fox Rothschild LLP in the
United States to assist with a restructuring the business.
Despite having worked with these experienced parties to avoid a
court-supervised process since mid-February 2011, the demands of
the landlords in the United States and Canada have made it
necessary to go forward with formal court proceedings.

On May 13, 2011, the Honorable Madame Justice Gropper of the
Supreme Court of British Columbia, entered an initial order
commencing the Switzer Group's restructuring in Canada under the
CCAA.

PwC, on behalf of Switzer Ltd., sought creditor protection under
Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
11-12449) on May 20, 2011.  A copy of the Chapter 15 case summary
is in the May 24 edition of the Troubled Company Reporter.

According to papers filed in U.S. Bankruptcy Court, Switzer Ltd.
has taken further steps to reduce its surplus inventory, including
conducting a liquidation sale of showroom pieces through Maynards
Industries.  It is anticipated that in a restructuring proceeding,
Maynards will continue to play a key role in liquidating excess
inventory to realize substantial cash being tied up therein, and
to allow the Switzer Group's management to focus on restructuring
its business.

0910308 B.C. Ltd., a company owned by Renee and Allan Switzer, has
agreed to purchase Switzer Ltd.'s building on Cordova Street, in
Vancouver, British Columbia at its fair market value of
$1,175,000.  The Cordova Sale, which has been approved by PwC as a
prudent measure in restructuring the Switzer Group, is expected to
realize proceeds which will be used to pay down amounts owing to
the Bank of Montreal as the secured creditor with a collateral
mortgage on the building.  This will reduce the obligations of
Switzer Ltd. (and the obligations of the other members of the
Switzer Group pursuant to their guarantees) and also allow the
company to return its focus on its core business.  The Switzer
Group has total liabilities of roughly $12,365,000.


WIRELESS AGE: Finalizes Settlement Deal With Newlook Industries
---------------------------------------------------------------
Newlook Industries Corp. disclosed that Wireless Age
Communications, Inc. has completed the Settlement Agreement with
the receiver and trustee in bankruptcy of Wireless Communications
and Wireless Source Distribution Ltd.

On Jan. 9, 2009, the date the Wireless Age subsidiaries were
placed into receivership, Wireless Communications and Wireless
Source had provided unsecured loans to Wireless Age, their direct
parent company totaling CAD$8.3 million.  Also as of January 9,
2009, Wireless Age had provided a secured loan to Newlook totaling
CAD$6.2 million.  The Company has recorded a special loss
provision to the full extent of the loans provided by the
subsidiaries to Wireless Age.  Wireless Age entered into the
Settlement Agreement with the Trustee on October 2, 2009, pursuant
to which Wireless Age agreed to pay Wireless Communications and
Wireless Source a total of $750,000 to settle the outstanding
debts.

The Settlement Agreement has now been completed and third quarter
results, due to be released in November, will reflect the gain of
over $5 million associated with no longer having to account for
the special charge loss provision and for the final settlement of
the intercompany loan between the Wireless Age and Newlook.

John G. Simmonds, CEO of Newlook stated; "I'm extremely pleased
with the finalization of this agreement.  It allows the Company to
move forward with its current business model and pursue exciting
new opportunities".

The business of Newlook Industries is restricted to the
manufacturing and deployment of Waste Retrieval and Transportation
Equipment from the curb side collection and large bin containers
of residential and commercial waste to that point wherein it is
disposed of or treated for the purpose of converting waste to
energy.  The company is also engaged in providing services through
the various stages of that process, and is actively involved in
responding to Request For Proposals from many private companies
and all levels of government.

Newlook Industries Corp., headquartered in King City, Ontario is a
publicly-traded company listed on the Canadian National Stock
Exchange (CNSX).

                       About Wireless Age

Headquartered in Mississauga, Ontario, Canada, Wireless Age
Communications Inc. (OTC BB: WLSA.OB) --
http://www.thewirelessage.com/-- through its 99.7% owned
subsidiary, Wireless Age Communications Ltd., is in the business
of operating retail cellular and telecommunications outlets in
cities in western Canada.  The Company, through its other wholly
owned subsidiary Wireless Source Distribution Ltd., is in the
business of distributing two-way radio products, prepaid phone
cards, wireless accessories and various battery and ancillary
electronics products in Canada.

                         *     *     *

As reported by the Troubled Company Reporter on April 29, 2009,
the receiver for Wireless Age signed a deal to sell the assets in
Manitoba and Saskatchewan.  The Saskatchewan assets of Wireless
Communications and the assets of Wireless Source will be sold to
IM Wireless Ltd. for C$7 million.  Wireless Communications'
Manitoba assets would be sold to MTS Allstream Inc. and 4L
Communications Inc. for C$115,000.

SaskTel served Wireless Communications and Wireless Source with
notice under the Bankruptcy and Insolvency Act in January 2009 and
secured a court order to appoint an interim receiver.

The receiver expected C$7.65 million to be available after closing
with C$1.25 million available for unsecured creditors, before the
receiver's fees and after repayment of C$6.4 million to SaskTel.


* Ex-Goldman Director Rajat Gupta Charged in Insider Case
---------------------------------------------------------
Chapter11Cases.com reports that on Wednesday Rajat Gupta, the
highest-ranking corporate executive to become embroiled in a push
to root out insider trading, was accused of leaking confidential
information while a director at Goldman Sachs and Procter &
Gamble.

According to Bloomberg BusinessWeek, Mr. Gupta, a former head of
global consulting firm McKinsey & Co., was indicted Wednesday
today on five counts of securities fraud and one count of
conspiracy to commit securities fraud.  WSJ says the counts
include allegedly leaking details about the companies' financial
condition and an investment by Warren Buffett's Berkshire Hathway
Inc. to former hedge-fund manager Raj Rajaratnam, who was
sentenced earlier this month to serve 11 years in prison for
insider trading.


* General Atlantic Buys Minority Stake in Oak Hill Advisors
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that General Atlantic
said Tuesday it has purchased a minority stake in Oak Hill
Advisors, a New York-based investment management firm specializing
in credit and distressed investments.


* TPG Markets Latest $1.5 Billion Special Situations Fund
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that as TPG Capital LP
draws near a close for its $2 billion growth equity fund, the firm
is hitting the limited partner circuit marketing its latest credit
and special situations fund.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there were
approximately 3,500 hedge funds, managing capital of about $150
billion.  By mid-2006, 9,000 hedge funds were managing $1.2
trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds with
no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a partnership
between the fund managers and the investors."  The authors then
expand upon this definition by explaining what sorts of
investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important avenue
for investors opting to diversify their traditional portfolios and
better control risk" -- an apt characterization considering their
tremendous growth over the last decade.  The qualifications to
join a hedge fund generally include a net worth in excess of $1
million; thus, funds are for high net-worth individuals and
institutional investors such as foundations, life insurance
companies, endowments, and investment banks.  However, there are
many individuals with net worths below $1 million that take part
in hedge funds by pooling funds in financial entities that are
then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made $1
billion in 1992 by betting against the British pound.  Conversely,
the hedge fund Long-Term Capital Management (LTCP) imploded in
1998, with losses totalling $4.6 billion.  Nonetheless, these are
the exceptions rather than the rule, and the editors offer
statistics, studies, and other research showing that the
"volatility of hedge funds is closer to that of bonds than mutual
funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is low,
contrary to common perception.  Investors who have the necessary
capital to invest in a hedge fund or readers who aspire to join
that select club will want to absorb the research, information,
analyses, commentary, and guidance of this unique book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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