TCR_Public/120914.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, September 14, 2012, Vol. 16, No. 256

                            Headlines

ALION SCIENCE: Barry Broadus Named Chief Financial Officer
AMERICAN AIRLINES: BNY Bid for Adequate Protection Deferred
AMERICAN AIRLINES: Has Accord With NCC Over Equipment
AMERICAN AIRLINES: Faces Trial Over Sept. 11 Attack
AMERICAN AIRLINES: American Eagle to Cancel 3 Union Contracts

AMERICAN AIRLINES: Fights Watchdog's Objection to New Labor Deals
AMERICAN AIRLINES: Bid to Limit Pilot Issues Partly Approved
AMERICAN AIRLINES: Claims of Potential Investors Disclosed
AMERICAN APPAREL: Amends Loan Pacts with Crystal & Lion Capital
AMERICAN WEST: Trustee Objects to Chapter 11 Plan

ANTS SOFTWARE: Chief Executive to Receive $1 Annual Salary
ARCADIA LAKES: Case Summary & 2 Unsecured Creditors
ATP OIL: Time to File SAL and SOFA Extended Until Oct. 1
ATP OIL: Can Employ KCC as Notice, Claims and Balloting Agent
ATP OIL: BlackRock Discloses 1.6% Equity Stake

BEACON ENTERPRISE: Signs Deal to Sell Operations to MDT Labor
BELLWEST HOLDINGS: Voluntary Chapter 11 Case Summary
BERNARD L. MADOFF: Customers to Receive New Distribution Sept. 21
BERNARD L. MADOFF: Ex-Controller to Plead Guilty, Prosecutors Say
BLUE SPRINGS FORD: Plan Filing Exclusivity Extended to Nov. 16

BLUE SPRINGS FORD: Court OKs Polsinelli Shughart as Counsel
BLUE SPRINGS FORD: Court Okays VonDavids Accord, Baldestone Loan
BMF INC: Disclosure Statement Hearing Moved to Sept. 26
BOUNDARY BAY: Key Settlement With BB&T Reached
BROADVIEW NETWORKS: Taps Bingham as Regulatory Counsel

BROADVIEW NETWORKS: Final Hearing on DIP Financing Today
BROADVIEW NETWORKS: Combined Hearing on Prepack Plan on Oct. 3
BROADVIEW NETWORKS: Granted 45-Day Extension to File Schedules
CANNERY CASINO: Moody's Reviews 'Caa1' CFR/PDR for Upgrade
CAPITOL BANCORP: Committee Taps Foley & Lardner, FTI as Advisors

CDEX INC: Court Confirms Plan of Reorganization
CENTRAL FEDERAL: MacNealy Discloses 8.7% Equity Stake
CHARLES STREET: Bank Fight to a Draw in Preliminary Rounds
CHRISTIAN BROTHERS: To Auction Five New Rochelle Homes
CONTEC HOLDINGS: Objections to Plan Confirmation Due Sept. 27

CONTEC HOLDINGS: Wins Interim Nod for $20 Million of Financing
CONTEC HOLDINGS: Can Employ GCG as Claims and Noticing Agent
COX & SONS: Voluntary Chapter 11 Case Summary
CYBERDEFENDER CORP: Liquidating Plan Hearing on Nov. 19
DELTA AIR: S&P Rates $66.1-Mil. Seattle Airport Bonds 'B-'

DESARROLLADORA YAHIR: Case Summary & Largest Unsecured Creditor
DILLARD WHITTYMORE: Case Summary & 15 Unsecured Creditors
DJO GLOBAL: S&P Rates $440 Million Senior Notes 'CCC+'
DUNE ENERGY: Strategic Value Discloses 24.7% Equity Stake
ECOTECH RECYCLING: Voluntary Chapter 11 Case Summary

EDIETS.COM INC: Issues $500,000 Note to As Seen on TV
EMMIS COMMUNICATIONS: Corre Owns 19.7% of Preferred Shares
EMPRESAS INTEREX: Arranges $700,000 of DIP Financing
FLORIDA GAMING: ABC Files Complaints to Foreclose on Collaterals
FLORIDA GAMING: Form 10-Q Overstated Accrued Expenses by $3MM

FOREST OIL: Moody's Assigns 'B2' Rating to Sr. Unsecured Notes
GMX RESOURCES: 48% of Noteholders Accept Exchange Offers
GREEN ENDEAVORS: Inks $10MM Equity Purchase Pact with Southridge
HOSTESS BRANDS: Judge Sets New Trial Date for Smaller Unions
IMPLANT SCIENCES: Extends Maturity of DMRJ Note to March 2013

INFINITY PROPERTY: Moody's Keeps '(P)Ba1' Preferrred Stock Rating
INPHASE TECHNOLOGIES: Court Dismisses Chapter 11 Case
INTERLINE BRANDS: S&P Lowers Rating on $300MM Sr. Notes to 'B+'
IPC SYSTEMS: Moody's Affirms B3 CFR; Rates $230MM Term Loans B1
IPC SYSTEMS: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable

JARDEN CORP: S&P Gives 'B' Rating on $450MM Sr. Convertible Notes
K-V PHARMACEUTICAL: Wants to Hire Epiq as Administrative Agent
K-V PHARMACEUTICAL: Wants to Hire Ernst & Young as Tax Advisor
LAKESIDE PLACE: Developers Buy Building Out of Receivership
LAUREATE EDUCATION: Moody's Corrects Sept. 21 Rating Release

MERITAGE HOMES: Fitch Rates Proposed $100 Million Sr. Notes 'BB-'
MERITAGE HOMES: Moody's Rates $100MM Senior Unsecured Notes 'B1'
MERITAGE HOMES: S&P Rates New $100MM Convertible Senior Notes 'B+'
MF GLOBAL: Conoco Contends Letters of Credit Immune From Losses
MF GLOBAL: Trustees Deny Layoffs Stepped on WARN Act

MGIC INVESTMENT: S&P Lowers Rating on 9% Jr. Debentures to 'C'
MONEY TREE: Burr & Forman Approved as Conflicts Counsel
MONEY TREE: Court Okays Trustee's Sale of Beechcraft B58 Aircraft
MORRIER RANCH: Sold Yakima Property to Fund Hop Crop
MSR RESORT: Hikes DIP Financing by $10 Million

NATIONAL HOLDINGS: Receives Add'l $2 Million Financing from NSGP
NATURAL PORK: Files for Chapter 11 Amid Owners' Dispute
NATURAL PORK: Case Summary & 20 Largest Unsecured Creditors
NAVISTAR INTERNATIONAL: Disappointed With Icahn's 'Threats'
NAVISTAR INTERNATIONAL: Chief Product Officer to Exit Next Month

NEW ENGLAND BUILDING: Sept. 19 Hearing on Plan Disclosures
NORTHSTAR AEROSPACE: Wynnchurch Closes Deal to Purchase Assets
ODYSSEY DIVERSIFIED: Section 341(a) Meeting Scheduled for Sept. 19
ODYSSEY DIVERSIFIED: Proposes William Maloney as CRO
ODYSSEY DIVERSIFIED: Hires Stichter Riedel as Counsel

OMEGA NAVIGATION: Committee Seeks Exclusivity Termination
OMEGA NAVIGATION: Creditors Blast Exclusion From Ch. 11 Plan Talks
PANDA SHERMAN: S&P Cuts Rating on $372MM Debt to 'B' After Upsize
PATRIOT COAL: Hearing on Move to W.Va. or St. Louis Starts
PATRIOT COAL: Shareholders Ask for Own Official Committee

PEREGRINE FINANCIAL: CEO Admits to $200M Fraud, Inks Plea Deal
PEREGRINE FINANCIAL: Regulator Returns $700,000 Fine Payment
PETER DEHAAN: Can Employ Sussman Shank as Bankruptcy Counsel
PICCADILLY RESTAURANTS: Files for Chapter 11 in Louisiana
PICCADILLY RESTAURANTS: Case Summary & Creditors List

POSITIVEID CORP: Issues $200,000 Note to CEO and Chairman
RESIDENTIAL CAPITAL: Bond Trustee Wants RMBS Deal Delayed
RESIDENTIAL CAPITAL: Has Deal on Continued Ally Servicing
RESIDENTIAL CAPITAL: Seeks to Employ PwC for FRB Review
RESIDENTIAL CAPITAL: Moelis to Advise Committee on RMBS Deal

RESIDENTIAL CAPITAL: Judge Limits Exclusivity to 90 Days
RTW PROPERTIES: Employs Whittington for Rent Collection Suit
SAMSON INVESTMENT: Mood's Cuts Corp. Family Rating to 'B1'
SECUREALERT INC: Buys Royalty, Shares from BQN for $13.1-Mil.
SHOUT LLC: Case Summary & 2 Unsecured Creditors

SILVERLEAF RESORTS: S&P Assigns 'B-' Corp. Credit Rating
SOUTH EDGE: Nev. Project Developers Sue Lender Over Land Ownership
SOUTHERN OAKS: Disclosure Statement Hearing Sept. 27
SPECTRUM HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
STILLWATER MINING: Moody's Affirms B2 CFR; Rates $30MM Bonds B3

STORY BUILDING: Wells Fargo Motion to Dismiss Continued to Oct. 4
SUNBELT MULTIMEDIA: Unit in Receivership, Seeks Buyer
SUPERIOR NATIONAL: Ca. Insurance Commissioner Inks $15MM Deal
SUPERVALU INC: Fitch Rates $1.65 Million Senior Facility 'B/RR1'
TECHNEST HOLDINGS: Issues 90 Shares of Series F Preferred Stock

UNITED DISTRIBUTION: Meeting to Form Creditors' Panel on Sept. 24
VALENCE TECHNOLOGY: Executives Hid Debt Woes, Suit Says
VANN'S INC: Creditors Panel Taps Ross Richardson as Local Counsel
VAN PEENEN'S DAIRY: Case Converted to Chapter 7 Liquidation
VENTANA 20/20: Mesch Clark Approved as Bankruptcy Attorneys

VENTANA 20/20: Receiver Taps Osborn Maledon as Special Counsel
VISICON SHAREHOLDERS: Duvall & Associates OK'd as Expert Witnesses
VISICON SHAREHOLDERS: Taps Denise Duplinski as Accountants
VISUALANT INC: Bradley Sparks Resigns from Board of Directors
VIVARO CORP: Says Open to Buyout After Chapter 11 Filing

VYSTAR CORP: M. Schreiber Named Acting Chief Financial Officer
W.V.S.V. HOLDINGS: To Pay 10K LLC in 15 Years If It Loses Suit
WALLDESIGN INC: Comerica Wins OK to Apply Pledged Funds
WASHINGTON MUTUAL: Workers' Pay Claims Against FDIC Dismissed
WJO INC: Taps Hollawell and Veith Law Firms as Special Co-Counsel

ZALE CORP: Richard Breeden Discloses 15.4% Equity Stake

* NY Apartment Tenants May Lose Right to Below-Market Units

* Fitch Updates Ratings Definitions
* Fitch Revises Rating on Selected US Corporate Issues
* Fitch Completes Peer Review of Five Large Equipment Lessors
* Fitch Posts Recovery Analyses for For-Profit Hospital Operators

* Fitch Updates Recovery Analyses on U.S. Gaming Operators
* Massive Openline Courses Carry Mixed Credit Implications
* S&P Says $8 Trillion in Debt to Mature Through 2016

* Ryan's Promotes 6 New Principals, Weiss as Exec. VP

* BOOK REVIEW: Performance Evaluation of Hedge Funds



                            *********

ALION SCIENCE: Barry Broadus Named Chief Financial Officer
----------------------------------------------------------
Alion Science and Technology Corporation appointed Barry M.
Broadus, age 53, as Chief Financial Officer of the Company
effective Sept. 11, 2012.  Since April 23, 2012, Mr. Broadus had
served as (Acting) CFO of the Company.

There will be no immediate change in Mr. Broadus' compensation
package.  The Company intends to review Mr. Broadus' compensation
package as part of its normal year-end executive compensation
review.

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

The Company reported a net loss of $44.38 million for the year
ended Sept. 30, 2011, compared with a net loss of $15.23 million
during the prior year.

The Company's balance sheet at June 30, 2012, showed
$640.23 million in total assets, $779.47 million in total
liabilities, $112.70 million in redeemable common stock, $20.78
million in common stock warrants, $123,000 in accumulated other
comprehensive loss, and a $272.61 million accumulated deficit.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
Ratings, with stable outlook, from Moody's.  Alion carries a 'B-'
corporate credit rating, with stable outlook, from Standard &
Poor's.  Moody's said in March 2010, "The Caa1 corporate family
rating would balance the continued high leverage against a
promising business backlog that could sustain the good 2009
revenue growth rate, though credit challenges would remain
pronounced."

As reported by the TCR on Sept. 8, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'CCC+' from 'B-'.  The
rating outlook is negative.

"The downgrade of Alion is a result of the company's recent
operational weakness," said Standard & Poor's credit analyst
Alfred Bonfantini, "and the prospect of further pressure on
revenues, which stem from the continuing resolution on the 2011
Federal government budget that wasn't settled until April 2011,
the subsequent specter of a U.S. government default during the
debt ceiling debate, and the ongoing uncertainty over future
budget cuts and levels."


AMERICAN AIRLINES: BNY Bid for Adequate Protection Deferred
-----------------------------------------------------------
AMR Corp. and The Bank of New York Mellon Trust Company, N.A.,
agreed to adjourn the hearing on BNY's motion for adequate
protection to Oct. 9, 2012, at 11:00 a.m.  Objections are due no
later than Sept. 28.

For purposes of any adequate protection granted to BNY, the
parties agree that the extension of the hearing on the motion
will not prejudice BNY's rights.  To the extent any adequate
protection is awarded to BNY, it will date back to no later than
June 5, 2012.

BNY Mellon is indenture trustee for roughly $1.3 billion in JFK
Special Facility Revenue Bonds, $300 million in LAX Facilities
Sublease Revenue Bonds, and $450 million in Tulsa Revenue Bonds.
These tax-exempt municipal Bonds were issued by special financing
entities of the cities of New York, Los Angeles, and Tulsa,
respectively, and the proceeds of the issuances were provided to
the Debtors to finance improvements and the construction of
certain terminal and maintenance facilities occupied and used by
American at the John F. Kennedy International Airport, Los Angeles
International Airport, and Tulsa International Airport.

The principal collateral securing repayment of the Bonds consist
of the Indenture Trustee's interests in certain ground leases of
terminal and maintenance facilities at the Airports.

"With every day that passes in these cases, American is consuming
the Collateral Leases as the remaining terms of these ground
leases run.  As time passes, the value of the Indenture Trustee's
security interests decreases as well . . .," Amy Caton, Esq., at
Kramer Levin Naftalis & Frankel LLP, in New York, said in the
motion.

Accordingly, rather than engage at this time in a full scale
valuation process to determine the precise amount of lost value,
the Indenture Trustee is seeking protection in the form of
additional liens and an allowed superpriority claim pursuant to
Section 507(b) of the Bankruptcy Code, Ms. Caton relays.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

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

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Has Accord With NCC Over Equipment
-----------------------------------------------------
NCC Key Company has rights and interests in airframes, engines,
related equipment and other equipment, documents and records with
respect to the aircraft finance and lease transaction relating to
the aircraft bearing FAA Reg. No. N7508.  In exchange for NCC
Key's forbearance, the Debtors agreed that any motion by NCC for
adequate protection, if subsequently filed, will be treated as if
filed on the Petition Date.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

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

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Faces Trial Over Sept. 11 Attack
---------------------------------------------------
American Airlines Inc. and United Continental Holdings Inc. lost
a bid to avoid a federal trial over negligence claims tied to the
hijacking of jetliners used in the September 11, 2001 attacks,
Bloomberg News reported.

World Trade Center Properties LLC, which owned the twin
skyscrapers in Manhattan destroyed in the attacks, sued the
airlines in 2008, seeking $8.4 billion or the estimated cost of
replacing the two towers as well as claims of negligence.

U.S. District Judge Alvin Hellerstein in Manhattan said a trial is
required, Bloomberg News reported.

Judge Hellerstein also limited World Trade Center Properties'
recovery and determined its destroyed lease on the day of the
attacks to be worth $2.805 billion, which the owner agreed to pay
the Port Authority of New York and New Jersey for the lease a few
months before the attacks.

The judge rejected the airlines' argument that the owner could
not recover the $2.805 billion since it already recovered $4.09
billion from insurance, according to the report.

The case is In Re September 11 Litigation, 21-MC-101, U.S.
District Court, Southern District of New York (Manhattan).

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

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

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: American Eagle to Cancel 3 Union Contracts
-------------------------------------------------------------
American Eagle Airlines Inc. asked Judge Sean Lane of the U.S.
Bankruptcy Court for the Southern District of New York to approve
the cancellation of labor contracts covering mechanics,
dispatchers and ground school instructors.

The move comes after the mechanics voted to reject the new
agreement proposed by American Eagle and after the airline failed
to reach an agreement with the two other groups.  The three groups
are all represented by the Transport Workers Union of America AFL-
CIO.

Todd Duffield, Esq., at Weil Gotshal & Manges LLP, in New York,
said the cancellation of the current labor contracts would help
the airline compete in the regional airline environment and
provide continued employment for most of its workers.

"It is fundamentally unfair for all the other constituencies at
Eagle to contribute to the carrier's future while these three
work groups have failed to participate in the solution needed to
ensure the success of this enterprise," Mr. Duffield said in a
court filing.

Transport Workers spokesman Jamie Horwitz said it was "premature"
for American Eagle to seek to break the contracts, Bloomberg News
reported.  "There were still meaningful negotiations taking
place," the news agency quoted him as saying.

American Eagle spokesman Bruce Hicks said the airline would
continue negotiating for voluntary agreements with the Transport
Workers Union, Bloomberg reported.

American Eagle is seeking concessions from employees to reduce
labor costs.  Bankruptcy law lets companies cancel contracts if
they show it is necessary for a successful turnaround.

Meanwhile, the Association of Flight Attendants-CWA said that 87%
of the 1,700 attendants approved a new contract.

AFA said American Eagle made "substantial improvements" over its
original demand for concessions and that the union won wage
increases and preserved work rules, Bloomberg News report.

"No one wanted to vote for this agreement but our members
recognized that doing so was in our best long-term interest,"
Bloomberg quoted Robert Barrow, president of the union, as
saying.


                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

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

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or  215/945-7000).


AMERICAN AIRLINES: Fights Watchdog's Objection to New Labor Deals
-----------------------------------------------------------------
AMR Corp. asked Judge Sean Lane to overrule the U.S. Trustee's
objection to a provision in the new labor contracts it hammered
out with the unions representing American Airlines Inc.'s flight
attendants and mechanics.

The U.S. Trustee, a Justice Department agency that oversees
bankruptcy cases, opposed the approval of the labor contracts,
saying they contain a provision that would "eliminate the
substantial contribution requirements of Section 503(b)(3)(D) of
the Bankruptcy Code."

The agency said the provision would grant each union an
administrative claim of up to $7 million for fees and expenses of
the lawyers and other professionals that helped them in the
negotiation of the contracts.

AMR lawyer, Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP,
in New York, said the allowance of administrative claims to the
unions on account of their fees and expenses is an "integral
element" in their agreement with the airline.

Mr. Karotkin also said the company does not seek to reimburse the
unions' fees "on the basis of a substantial contribution" under
Section 503(b)(3)(D).  He pointed out that the reimbursement
should be reviewed and approved by the bankruptcy court in the
context of the overall settlement as well as AMR's business
judgment pursuant to other provisions of U.S. bankruptcy law.

The U.S. Trustee's objection also drew flak from the unions,
Association of Professional Flight Attendants and Transport
Workers Union of America.

Meanwhile, the committee of AMR's unsecured creditors expressed
support for court approval of the parties' entry into the new
labor contracts, saying it would help the company reduce
significant labor costs.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

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

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or  215/945-7000).


AMERICAN AIRLINES: Bid to Limit Pilot Issues Partly Approved
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted in part AMR Corp.'s motion in limine to limit the scope
of the hearing on its renewed request to cancel a labor contract
with pilots.

The bankruptcy court granted the motion in part to exclude
evidence under Rule 408 of the Federal Rules of Evidence, and
denied the motion "as to all other respects."

AMR filed the motion to block the Allied Pilots Association, the
union representing the airline's pilots, from its attempt to have
the bankruptcy court "relitigate" issues that had been resolved
in its prior rulings.

The company specifically asked the bankruptcy court to exclude
from consideration of its renewed request to cancel the labor
contract any evidence not related to its revised domestic code-
sharing proposal.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

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

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or  215/945-7000).


AMERICAN AIRLINES: Claims of Potential Investors Disclosed
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that as an alternative to a merger with US Airways Group
Inc., AMR Corp. is talking with a group of 11 investors who
collectively hold more than $860 million in bonds, notes and
claims.

According to the report, the parent of American Airlines Inc.
previously said it was talking with a group including J.P. Morgan
Securities, Claren Road Asset Management LLC and King Street
Capital Management LP.  This week, the group filed required
disclosures about the extent of their holdings of AMR debt.  At
the top of the list is Pentwater Capital Management LP, with
$191.1 million in holdings of debt securities.  Second in size is
Claren Road, the owner of $158.2 million in debt.  Coming in a
close third is Litespeed Management LLC with $152.4 million.  Next
in line is Cyrus Capital Partners LP, owed $128.2 million.  The
disclosure was made because bankruptcy law requires creditors who
are working together to make a filing in bankruptcy court to list
the claims and securities they hold.  The disclosure says that
investors have joined or left the group from time to time.

The report relates that in late August, AMR said it was talking
with the group about providing "equity and other financings" to
assist in formulating a Chapter 11 plan and emerging from
bankruptcy reorganization.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

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

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or  215/945-7000).


AMERICAN APPAREL: Amends Loan Pacts with Crystal & Lion Capital
---------------------------------------------------------------
American Apparel, Inc., and certain of its subsidiaries entered
into an amendment, dated Aug. 30, 2012, to the Company's first
lien credit agreement with Crystal Financial LLC that, among other
things, extends until Dec. 31, 2012, the period during which loans
under the credit agreement based on the Company's trademarks may
remain outstanding; adds a minimum EBITDA covenant for the
remainder of 2012 and a minimum excess availability covenant for
the period of Dec. 17, 2012, through Feb. 1, 2013; and adds the
Company's United Kingdom subsidiaries as guarantors of the credit
agreement, with their assets securing their guarantees.  A copy of
the amendment is available for free at http://is.gd/Rsr2Qz

In connection with the foregoing, the Company and certain of its
subsidiaries entered into an amendment, also dated Aug. 30, 2012,
to the Company's term loan with Lion Capital (Americas) Inc. and
Lion/Hollywood L.L.C. that, among other things, adds a minimum
EBITDA covenant and adds the Company's United Kingdom subsidiaries
as guarantors of the term loan, with their assets securing their
guarantees.  A copy of the amendment is available for free at
http://is.gd/Sz62Ht

                       About American Apparel

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

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company reported a net loss of $39.31 million in 2011 and a
net loss of $86.31 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$326.72 million in total assets, $297.80 million in total
liabilities, and $28.91 million in total stockholders' equity.


AMERICAN WEST: Trustee Objects to Chapter 11 Plan
-------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that a U.S. trustee on
Tuesday objected to American West Development Inc.'s proposed
reorganization in Nevada bankruptcy court, saying the Las Vegas
homebuilder's Chapter 11 plan may curtail due process and violate
the bankruptcy code.

Bankruptcy Law360 relates that acting U.S. trustee August Landis
said in an objection he filed with the court that American West
won't submit its plan supplement for the reorganization until
after objections to the plan are due, a stipulation that runs
contrary to standard bankruptcy practice and may harm due process.

                         About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.

The Court will convene a hearing on Sept. 25, 2012, to consider
the confirmation of the Debtor's Plan which was hammered out with
secured lenders owed $177.5 million.  The lenders will take
ownership and receive a new $49.6 million mortgage in return for
existing debt.  They will invest $10 million to be used as working
capital to make payments under the plan.


ANTS SOFTWARE: Chief Executive to Receive $1 Annual Salary
----------------------------------------------------------
ANTs Software Inc.'s Board of Directors approved a $1 annual
salary of Dr. Frank N. Kautzmann, III, the Company's chief
executive officer, chairman and president.  The approval is
retroactive from May 3, 2012.

                        About Ants Software

ANTs Software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

ANTs has not filed financial statements with the Securities and
Exchange Commission since May 2011, when it disclosed that it had
a net loss of $27.01 million in three months ended March 31, 2011,
compared with a net loss of $20.7 million in the same period in
2010.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.

The Company reported a net loss of $42.4 million for 2010,
following a net loss of $23.3 million in 2009.


ARCADIA LAKES: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: Arcadia Lakes Properties, LLC
        115 Timberlachen Circle, Suite 2001
        Lake Mary, FL 32746

Bankruptcy Case No.: 12-12300

Chapter 11 Petition Date: September 10, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: David R McFarlin, Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A,
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: dmcfarlin@whmh.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb12-12300.pdf

The petition was signed by Frank Cerasoli, manager.

Affiliates that earlier filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Jenbella Properties, LLC               12-10338   07/30/12
Michael Lindsey Properties, LLC        12-10339   07/30/12


ATP OIL: Time to File SAL and SOFA Extended Until Oct. 1
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
extended until Oct. 1, 2012, the time for ATP Oil & Gas
Corporation to file its schedules, statement of financial affairs
and lists of equity interest holders.

                         About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The company disclosed $3.64 billion in assets and $3.49 billion in
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan, $1.5 billion on second-lien notes with Bank of
New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

ATP reported a net loss of $145.1 million in the first quarter on
revenue of $146.6 million. Income from operations in the quarter
was $11.8 million.  For 2011, the net loss was $210.5 million on
revenue of $687.2 million.


ATP OIL: Can Employ KCC as Notice, Claims and Balloting Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
granted ATP Oil & Gas Corporation permission to employ Kurtzman
Carson Consultants LLC as the Debtor's notice, claims, and
balloting agent om accordance with the terms and conditions set
forth in the Application and the Services Agreement.

Pursuant to Section 503(b)(1)(A) of the Bankruptcy Code, the fees
and expenses of KCC incurred pursuant to the Services Agreement
will be an administrative expense of the Debtor's estate.

                         About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The company disclosed $3.64 billion in assets and $3.49 billion in
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan, $1.5 billion on second-lien notes with Bank of
New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

ATP reported a net loss of $145.1 million in the first quarter on
revenue of $146.6 million. Income from operations in the quarter
was $11.8 million.  For 2011, the net loss was $210.5 million on
revenue of $687.2 million.


ATP OIL: BlackRock Discloses 1.6% Equity Stake
----------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Aug. 31, 2012, it beneficially owns 841,149 shares of common stock
of ATP Oil and Gas Corp. representing 1.61% of the shares
outstanding.  A copy of the filing is available for free at:
http://is.gd/E2gBk6

                         About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The company disclosed $3.64 billion in assets and $3.49 billion in
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan, $1.5 billion on second-lien notes with Bank of
New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

ATP reported a net loss of $145.1 million in the first quarter on
revenue of $146.6 million. Income from operations in the quarter
was $11.8 million.  For 2011, the net loss was $210.5 million on
revenue of $687.2 million.


BEACON ENTERPRISE: Signs Deal to Sell Operations to MDT Labor
-------------------------------------------------------------
Beacon Enterprise Solutions Group Inc., on Sept. 5, 2012, entered
into an Asset Purchase Agreement with MDT Labor LLC to sell its
ongoing business operations to MDT in exchange for the assumption
of certain liabilities and Earn-out payments.  The amount the
Company will receive from the Earn-out payments is uncertain.
This transaction will result in the Company ceasing its current
business operations going forward.

The remaining assets include VAT receivables, promissory notes,
and royalty payments.  At this time, the Company's liabilities and
obligations exceed its remaining assets.  Management is currently
exploring alternatives for the Company and its shareholders,
including mergers, acquisitions, new business ventures or the sale
of remaining assets.

On Sept. 5, 2012, Scott Fitzpatrick, in conjunction with the
transaction, resigned his position as Vice-President, Corporate
Controller, Treasurer and Principal Financial Officer of the
Company.

                      About Beacon Enterprise

Beacon Enterprise Solutions Group, Inc., headquartered in
Louisville, Ky., provides international telecommunications and
information technology systems (ITS) infrastructure services,
encompassing a comprehensive suite of consulting, design,
installation, and infrastructure management offerings.  Beacon's
portfolio of infrastructure services spans all professional and
construction requirements for design, build and management of
telecommunications, network and technology systems infrastructure.
Professional services offered include consulting, engineering,
program management, project management, construction services and
infrastructure management services.  Beacon offers these services
under either a comprehensive contract option or unbundled to the
Company's global and regional clients.

The Company's balance sheet at June 30, 2012, showed $7.3 million
in total assets, $8.8 million in total liabilities, and a
stockholders' deficit of $1.5 million.

For the nine months ended June 30, 2012, the Company generated a
net loss of $5.9 million, which included a non-cash impairment of
intangible assets of $2.1 million and other non-cash expenses
aggregating $1.9 million.  Cash used in operations amounted to
$1.0 million for the nine months ended June 30, 2012.  As of June
30, 2012, the Company's accumulated deficit amounted to $42.6
million, with cash and cash equivalents of $75,000 and a working
capital deficit of $4.9 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.


BELLWEST HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Bellwest Holdings LLC
        4801 E. Broadway, #400
        Tucson, AZ 85711

Bankruptcy Case No.: 12-20126

Chapter 11 Petition Date: September 10, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

About the Debtor: The Debtor, a single asset real estate, owns
                  property in Surprise, Arizona.

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS, P.C.
                  110 S. Church Avenue, #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: law@ericslocumsparkspc.com

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

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

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

The petition was signed by Paul Grasser, manager of Bell & Reems
Properties, LLC, manager.


BERNARD L. MADOFF: Customers to Receive New Distribution Sept. 21
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that customers of Bernard L. Madoff Investment Securities
LLC will have recovered 38.1% of their cash investments when the
trustee makes a second distribution on Sept. 21.

According to the report, in August the bankruptcy court authorized
Madoff trustee Irving Picard to make a second distribution of
about $2.4 billion.  The trustee said the new distribution would
represent an additional 33.5% of customers' claims, on top of 4.6%
received last year.  As a result of the new distribution, about
half of all customer claims will have been paid in full, the
trustee said on his Web site.  No creditor appealed from the
bankruptcy court's authorization in August to pay the $2.4
billion.  Some creditors objected unsuccessfully, contending the
trustee should hold back sufficient cash so he could later pay
interest at 9 percent on customers' deposits.

The report relates that a higher interest rate than the trustee's
3% reserve would have meant a distribution of only $1.5 billion.
There is currently a dispute in bankruptcy court over whether
customer claims can be inflated to take into account the time-
value of money, thereby giving larger claims to customers who had
money invested longer with Mr. Madoff.  Mr. Picard and the
Securities Investor Protection Corp. take the position that
governing law permits no interest accruals.  The issue is
currently scheduled for resolution by the bankruptcy judge late
this year.

The report notes that between settlements, recoveries by the
trustee and forfeitures to the U.S. government, more than $11
billion has been collected for customers whose claims aggregate
about $17 billion.  The expenses of the liquidation won't be paid
from the collected amounts.  Still-outstanding appeals prevent the
trustee from making a larger distribution at this time.

                      About Bernard L. Madoff

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

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

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

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

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

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BERNARD L. MADOFF: Ex-Controller to Plead Guilty, Prosecutors Say
-----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the former
controller of Bernard L. Madoff Investment Securities LLC will
plead guilty in New York federal court Thursday to charges he
falsified records as part of the infamous multibillion-dollar
Ponzi scheme, prosecutors said Tuesday.

According to Bankruptcy Law360, Irwin Lipkin will plead guilty to
one count each of conspiracy and falsifying statements at a court
hearing Thursday, the government said in a letter to U.S. District
Judge Laura Taylor Swain. The charges carry a total maximum
sentence of 10 years in prison, prosecutors said.

                      About Bernard L. Madoff

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

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

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

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

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

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BLUE SPRINGS FORD: Plan Filing Exclusivity Extended to Nov. 16
--------------------------------------------------------------
Blue Springs Ford Sales, Inc., sought and obtained permission from
the U.S. Bankruptcy Court for a 120-day extension of its exclusive
period to propose a Chapter 11 plan through and including Nov. 16,
2012; and the exclusive period to solicit plan votes through and
including Jan. 15, 2013.

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  Christopher A. Ward, Esq., at
Polsinelli Shughart PC, serves as the Debtor's counsel.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.  The
petition was signed by Robert C. Balderston, president.

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BLUE SPRINGS FORD: Court OKs Polsinelli Shughart as Counsel
-----------------------------------------------------------
Blue Springs Ford Sales Inc. sought and obtained permission from
the U.S. Bankruptcy Court to employ Polsinelli Shughart PC as
counsel.

Polsinelli's hourly rates range from $275 to $500 per hour for
shareholders, from $210 to $300 per hour for associates and senior
counsel and from $110 to $190 per hour for paraprofessionals.

Polsinelli received a $200,000 retainer from the Debtor.

Michael M. Tamburini, Esq., attests the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Blue Springs Ford

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-10982) on March 21, 2012, listing $10 million to
$50 million in assets and debts.  Christopher A. Ward, Esq., at
Polsinelli Shughart PC, serves as the Debtor's counsel.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.  The
petition was signed by Robert C. Balderston, president.

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BLUE SPRINGS FORD: Court Okays VonDavids Accord, Baldestone Loan
----------------------------------------------------------------
The U.S. Bankruptcy Court approved Blue Springs Ford Sales, Inc.'s
settlement with Michael and Kimberly VonDavid.  The Court also
authorized the Debtor to obtain postpetition financing from
Robert Balderston to assist in funding the settlement.

Pre-bankruptcy, the VonDavids sued the Debtor in the Circuit Court
of Jackson County, Missouri Independence, seeking to recover
actual damages and punitive damages for fraud and violations of
the Missouri Merchandising Practices Act.  Following mediation,
the parties agreed to a settlement, pursuant to which, the
VonDavids will accept $1,000,000 to resolve all claims against the
Debtor.

To partly fund the settlement, the Debtor has arranged the
Balderston Loan under these terms:

   a. Principal amount -- $500,000;

   b. Interest -- interest only payments until confirmation of a
      plan of reorganization at Prime minus 1/2%;

   c. Amortization period -- five years commencing upon
      confirmation of a plan of reorganization;

   d. Secured by all of the Debtor's unencumbered, non-exempt
      assets, including actions for preferences, fraudulent
      conveyances, other avoidance power claims and related causes
      of action;

   e. Principal will be reduced only from applying the proceeds
      from the sale of any unencumbered assets or the recovery
      from any preference or avoidance actions;

   f. If a plan of reorganization is not confirmed, the Balderston
      Loan will be an administrative expense secured by the liens
      on unencumbered assets.

   g. Plan treatment:

      1. The Debtor and Mr. Balderston will negotiate in good
         faith to agree on the terms of payment of the balance due
         under the Balderston Loan at time of confirmation of a
         plan of reorganization, but in no event shall the
         interest rate or the amortization period be any greater
         than the pre-confirmation terms;

      2. Principal will be reduced and interest subsequently
         recalculated; and

      3. Mr. Balderston will retain the same lien on unencumbered
         assets.

TIG Specialty Insurance will pay the remaining $500,000 to the
VonDavids.

                      About Blue Springs Ford

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  Christopher A. Ward, Esq., at
Polsinelli Shughart PC, serves as the Debtor's counsel.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.  The
petition was signed by Robert C. Balderston, president.

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BMF INC: Disclosure Statement Hearing Moved to Sept. 26
-------------------------------------------------------
BMF Inc. will ask the new judge assigned to its case to approve
the disclosure statement explaining its Chapter 11 plan at a
hearing Sept. 26, 2012, at 9:00 a.m.  The hearing scheduled for
Sept. 4 was cancelled.

Judge Enrique S. Lamoutte Inclan was originally assigned to the
case.  A notice served mid-August says the case has been
reassigned to Judge Brian K. Tester.

As reported in the June 26, 2012 edition of the Troubled Company
Reporter, the Plan of Reorganization dated May 29, 2012, considers
full payment of all administrative, secured creditors and priority
claims and a 20% dividend to the general unsecured creditors
within seven years.

According to the Disclosure Statement, the Plan will be
substantially supported by the Debtor's operations.  The Debtor
said it has already implemented strategies to increase the sales
of its most successful lines of water products while phasing out
the less successful ones.  The Debtor is also exploring
efficiencies as using its fleet of delivery trucks to deliver
product from other companies that is going to nearby addresses
along with its water deliveries.

                           About BMF Inc.

BMF Inc. operates a water distillation operation to produce
bottled drinking water.  BMF markets the water it distills --
under the brand Pure H20 -- at various retail chains and
restaurants throughout Puerto Rico and the Caribbean region.  BMF
Inc. filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No.
12-00658) on Jan. 31, 2012.  BMF disclosed $12.3 million in assets
and $8.9 million in liabilities.


BOUNDARY BAY: Key Settlement With BB&T Reached
----------------------------------------------
In a status report submitted for the Sept. 12 hearing, Boundary
Bay Capital LLC said it is working diligently towards developing a
consensual plan of reorganization.   To achieve this result, the
Debtor has spent a significant amount of time negotiating
settlements with key creditors.  The Debtor has also spent time
revising the plan to address the concerns of the Official
Committee of Unsecured Creditors.

One and a half year since filing for bankruptcy and a year after
filing a proposed reorganization plan, Boundary Bay has yet to
receive approval of the bankruptcy exit plan.  It might finally be
able to do so as the remaining issues related to the plan have
been resolved.

The Debtor on Aug. 23, 2012 filed its Second Amended Plan and
Disclosure Statement.  A copy of the Disclosure Statement is
available for free at:

     http://bankrupt.com/misc/Boundary_Bay_DS_082312.pdf

The status report, filed Aug. 29 by the Debtor, said the only
other unresolved matter in the case is the objection to the claim
of California Bank & Trust, although the Debtor announced that a
deal is forthcoming.

On Sept. 5, the Debtor announced it has reached a stipulation
which will provide CB&T relief from the automatic stay to
foreclose on a piece of real property and which will fully resolve
any issues remaining as part of the objection to CB&T's claim.
The Debtor said that the property -- the Pacific Coast property in
Dana Point, California -- is not necessary for its effective
reorganization.  CB&T has agreed not to seek a deficiency claim
against the Debtor.

A hearing on the stipulation is scheduled for Oct. 3.

The Debtor's plan contemplates an orderly administration of the
assets in order to maximize return to creditors.  The Debtor said
that in the absence of the Plan, the assets would be liquidated at
substantially discounted prices.  The real property assets being
sold will be sold through a new entity, named NewCo, over
sufficient time periods to generate the highest potential
recoveries.  NewCo will obtain a secured loan in the amount of
$2.5 million, of which $991,000 would be distributed to the
Debtor.  Holders of general unsecured claims aggregating $45
million will have the option to receive equity in the reorganized
debtor or elect to have 7.5% of their claims paid 90 days after
the Effective Date under a buy-out option.  Holders of unsecured
claims each less than $2,000 will receive 10% of the value of
their claims on the Effective Date.

                        About Boundary Bay

Boundary Bay Capital, LLC, is a California limited liability
company with its headquarters in Irvine, California.  The Company
was in the business of making loans secured by liens on real
property and notes secured by other secured notes (which, in turn,
are secured by liens or real property).  The Company also owns
some real property through foreclosure.

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011.  Evan D.
Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as
the Debtor's bankruptcy counsel.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition (Bankr. C.D. Calif. Case No. 10-17823) on June 9, 2010.

In its schedules, the Debtor disclosed $15.88 million in assets
and $54.45 million in liabilities.


BROADVIEW NETWORKS: Taps Bingham as Regulatory Counsel
------------------------------------------------------
Broadview Networks Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the Southern District of New York for authorization to
employ Bingham McCutchen LLP as special regulatory counsel, nunc
pro tunc to the Petition Date.

Bingham will provide advice regarding the Debtors' applications to
regulatory authorities for approval of the transactions embodied
in the Prepackaged Plan.

The professionals who will be involved in providing services as
special regulatory counsel to the Debtors have current standard
hourly rates ranging between $390 and $890.  Legal assistants that
likely will assist in the chapter 11 cases have current standard
hourly rates ranging between $200 and $300.

To the best of the Debtors' knowledge, Bingham represents no
adverse interest to the Debtors that would preclude Bingham from
acting as counsel to the Debtors in matters relating to FCC and
PUC regulatory issues, and that its employment will be in the best
interests of the Debtors' estates.

                     About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Broadview Networks and 27 affiliates on Aug. 22, 2012, sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-13579)
with a plan that will eliminate half of the debt under the
Company's existing senior secured notes and lower interest expense
by roughly $17 million annually.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Group, L.L.C.  Kurtzman
Carson Consultants is the claims and notice agent.

The restructuring counsel for the ad hoc group of noteholders is
Dechert LLP and their financial advisor is FTI Consulting.


BROADVIEW NETWORKS: Final Hearing on DIP Financing Today
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
earlier authorized Broadview Networks Holdings, Inc., et al., to
borrow, on an interim basis, up to $16.5 million in aggregate
senior secured super-priority DIP financing from The CIT
Group/Business Credit, Inc., in its capacity as postpetition
lender, and DIP Agent.  Further, the Court authorized the
refinancing of approximately $13.9 million of outstanding
obligations under the Existing ABL Financing pursuant to the terms
of the DIP documents, and authorized the Debtors, on an interim
basis, to use cash collateral of the Prepetition Secured Parties.

The final hearing on the motion will be held on Sept. 14, 2012, at
10:00 a.m., at which date and time the Bankruptcy Court will
consider the motion of the Debtors to obtain up to $25 million in
aggregate postpetition financing.

A copy of the Interim DIP Order is available at:

http://bankrupt.com/misc/bvnh.doc45.pdf

                      About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Broadview Networks and 27 affiliates on Aug. 22, 2012, sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-13579)
with a plan that will eliminate half of the debt under the
Company's existing senior secured notes and lower interest expense
by roughly $17 million annually.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Group, L.L.C.
Bingham McCutchen LLP is the special regulatory counsel.  Kurtzman
Carson Consultants is the claims and notice agent.

The restructuring counsel for the ad hoc group of noteholders is
Dechert LLP and their financial advisor is FTI Consulting.


BROADVIEW NETWORKS: Combined Hearing on Prepack Plan on Oct. 3
--------------------------------------------------------------
There will be a hearing on Oct. 3, 2012, at 10:00 a.m. (prevailing
Eastern time) to consider confirmation of the prepackaged plan of
Broadview Networks Holdings, Inc.  The judge will also consider
approval of the adequacy of the information in the disclosure
statement at the hearing.

Objections to the approval of the disclosure statement or
confirmation of the Plan must be filed not later than 12:00 p.m.
(prevailing Eastern Time), on Sept. 25, 2012.

Broadview has filed a prepackaged Chapter 11 plan with sufficient
votes already received from the classes of creditors and equity
holders entitled to vote.

As reported in the TCR on August 24, the Prepackaged Plan provides
that:

    * Holders of senior secured notes aggregating $317.1 million,
      although impaired, will recover 100% in the form of (i)
      97.5% of the common stock, of reorganized Broadview, subject
      to dilution by shares of new common stock issued pursuant to
      the management equity plan or upon exercise of the new
      warrants, and (ii) $150 million of new 10.5% senior secured
      notes due 2017.

    * Holders of claims of up to $14 million under the five-year
      revolving credit facility (ABL Facility) are unimpaired and
      will be paid in full.  The Debtors intend to pay the claims
      shortly after the commencement of the Reorganization Cases
      pursuant to the DIP Facility.

    * Holders of general unsecured claims estimated at $25 million
      to $27 million are not impaired and will be paid in full in
      cash or will have their claims reinstated as of the
      Effective Date.

    * Holders of existing preferred interests are to recover
      $14.6 million.  In exchange for the cancellation of their
      preferred interests, they will receive (i) 2.5% of the New
      Common Stock, subject to dilution by shares of new common
      stock issued pursuant to the Management Equity Plan or upon
      exercise of the new warrants, and (ii) two series of 8-year
      warrants to purchase up to (A) 11% of the fully diluted New
      Common Stock, subject to dilution by the 4% Warrants and (B)
      4% of the fully diluted New Common Stock.

    * Holders of other equity interests won't receive anything and
      their existing equity interests will be cancelled.

                      About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Broadview Networks and 27 affiliates on Aug. 22, 2012, sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-13579)
with a plan
that will eliminate half of the debt under the Company's existing
senior secured notes and lower interest expense by roughly
$17 million annually.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Group, L.L.C.
Bingham McCutchen LLP is the special regulatory counsel.  Kurtzman
Carson Consultants is the claims and notice agent.

The restructuring counsel for the ad hoc group of noteholders is
Dechert LLP and their financial advisor is FTI Consulting.


BROADVIEW NETWORKS: Granted 45-Day Extension to File Schedules
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Broadview Networks Holdings, Inc., et al., a 45-day
extension of time to file their schedules of assets and
liabilities and statements of financial affairs, which will
provide the Debtors with a total of 60 days after the Petition
Date to file those documents.

                     About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Broadview Networks and 27 affiliates on Aug. 22 sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-13579) with a plan
that will eliminate half of the debt under the Company's existing
senior secured notes and lower interest expense by roughly
$17 million annually.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Group, L.L.C.
Bingham McCutchen LLP is the special regulatory counsel.  Kurtzman
Carson Consultants is the claims and notice agent.

The restructuring counsel for the ad hoc group of noteholders is
Dechert LLP and their financial advisor is FTI Consulting.




CANNERY CASINO: Moody's Reviews 'Caa1' CFR/PDR for Upgrade
----------------------------------------------------------
Moody's Investors Service placed Cannery Casino Resorts, LLC's
Caa1 Corporate Family and Probability of Default ratings on review
for upgrade. Moody's also assigned a B2 rating to the company's
proposed $40 million 5-year senior secured first lien revolver and
$350 million 6-year senior secured first lien term loan, and a
Caa2 rating to the company's proposed $175 million 7-year senior
secured second lien term loan.

The review for upgrade is in response to Cannery's announcement
that it plans to refinance all of its $470 million existing debt
with proceeds from the company's proposed $565 bank facilities.
Proceeds from the proposed debt facilities will also be used to
refinance a portion of its 20% payment-in-kind preferred equity.

The completion of the transaction as proposed is expected to
result in a one-notch upgrade of Cannery's Corporate Family and
Probability of Default ratings to B3 from Caa1, and an affirmation
of the B2 rating assigned to the proposed first lien bank credit
facility and Caa2 assigned to the proposed second lien term loan.
The transaction is expected to close in the next several weeks at
which time Moody's will make a decision regarding an upgrade.

Ratings placed on review for possible upgrade:

  Corporate Family Rating at Caa1

  Probability of Default Rating at Caa1

Ratings assigned:

  Proposed $40 million senior secured first lien revolver
  expiring in 2017 at B2 (LGD 3, 33%)

  Proposed $350 million senior secured first lien term loan due
  2018 at B2 (LGD 3, 33%)

  Proposed $175 million senior secured second lien term loan due
  2019 at Caa2 (LGD 5, 85%)

Ratings affirmed and to be withdrawn once the transaction is
complete:

  $285 million senior secured first lien term loans due May 2013
  at B3 (LGD 3, 37%)

  $70 million senior secured first lien revolver maturing in
  February 2013 at B3 (LGD 3, 37%)

  $115 million senior secured second lien term loan due May 2014
  at Caa3 (LGD 5, 87%)

Ratings Rationale

Assuming the refinancing occurs as proposed, Cannery's flexibility
will improve significantly. Pro forma for the proposed
transaction, Cannery's nearest material debt maturity will be
pushed out to 2017 from 2013. Currently about 70% of the company's
existing capital structure comes due in less than seven months.
Moody's believes this relaxed debt maturity profile along with the
expectation that Cannery will generate positive annual free cash
flow of $15 to $20 million can support a B3 Corporate Family
Rating.

The B2 rating assigned to the proposed first lien debt and the
Caa2 rating assigned to the proposed second lien term loan assumes
the transaction closes as proposed and ultimately results in a
decision by Moody's to upgrade Cannery's Corporate Family Rating
to B3. The B2 rating on the proposed first lien debt reflects the
support provided by the proposed second lien debt while the Caa2
rating on the proposed second lien debt considers the significant
amount of debt ahead of it in the pro forma capital structure.

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

Cannery Casino Resorts, LLC is a privately held gaming company
that owns and operates one casino in Pennsylvania and two casinos
in Las Vegas, NV. The company generates about $510 million of
annual net revenue.


CAPITOL BANCORP: Committee Taps Foley & Lardner, FTI as Advisors
----------------------------------------------------------------
BankruptcyData.com reports that Capitol Bancorp's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court motions to retain:

   -- Foley & Lardner (Contact: John A. Simon) as counsel at
      hourly rates ranging from $200 to $525; and

   -- FTI Consulting (Contact: Andrew Scruton) as financial
      advisor for these hourly rates: senior managing directors
      at $780 to $895, director/ managing director at $560 to
      $745, consultants/senior consultant at $280 to $530 and
      administrative/ paraprofessionals/ associate at $115 to
      $250.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

A hearing will be held on Sept. 18, 2012, at 10:30 a.m. to
consider confirmation of Capitol Bancorp's prepackaged Chapter 11
plan of reorganization.


CDEX INC: Court Confirms Plan of Reorganization
-----------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court
confirmed CDEX's Plan of Reorganization, which will allow the
Company to utilize the capital contributions from new investors to
finalize the development and independent testing of its ValiMed G4
drug validation system and to complete production of the Company's
products for sale.

BankruptcyData.com, citing documents filed with the SEC, relates
that as part of the Plan, CDEX will implement the 1 for 10 Reverse
Stock Split of the old CDEX Common Stock, such that each 10 shares
shall, following the reverse stock split, be consolidated into one
(1) share of new common stock.  All existing warrants to purchase
shares of old CDEX common stock will be extinguished upon
consummation of the Plan.  When the Plan becomes effective, all
10% Convertible Notes, and any other notes, bonds, indentures or
other instruments or documents evidencing or creating any
indebtedness or obligations of the Debtor will be cancelled.

                          About CDEX Inc.

Based in Tucson, Arizona, CDEX Inc. (OTCBB: CEXI) --
http://cdex-inc.com-- develops manufactures and distributes
products for the healthcare and security markets.

Troubled Company Reporter , Feb 17, 2012 ( Source: TCR)

CDEX Inc. said that to achieve a debt structure that would allow
the Company to continue to develop its leading edge products in
the healthcare markets with the ValiMed G4 medication safety
system and in the security market with its ID2 Meth Scanner and
Pocket ID2 Meth Scanner -- it has retained the law firm of Eric
Slocum Sparks, P.C. to assist in the financial restructuring
through the voluntary filing of a Chapter 11 reorganization in the
United States Bankruptcy Court for the District of Arizona.
During the restructuring, the Company intends to continue
operating as normal, without interruption.


CENTRAL FEDERAL: MacNealy Discloses 8.7% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, MacNealy Hoover Investment Management Inc.
disclosed that, as of Aug. 20, 2012, it beneficially owns
1,373,285 shares of common stock of Central Federal Corporation
representing 8.7% of the shares outstanding.  MacNealy Hoover
previously reported beneficial ownership of 604,272 common shares
or a 14.6% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available for free at http://is.gd/tmvNj9

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $225.61
million in total assets, $217.33 million in total liabilities and
$8.28 million in stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CHARLES STREET: Bank Fight to a Draw in Preliminary Rounds
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Charles Street African Methodist Episcopal Church
of Boston and secured lender OneUnited Bank both tried to land
knockout punches on the other.  Neither succeeded in two opinions
handed down Sept. 11 by U.S. Bankruptcy Judge Frank J. Bailey.

According to the report, preliminary bouts concluded, the main
event begins on Sept. 19 in Boston bankruptcy court, where the
church will attempt to convince Judge Bailey that he should use
the cram down power to approve a Chapter 11 reorganization plan
over the bank's objection.

The report relates that OneUnited describes itself as the only
African American-owned bank in Massachusetts.  The church filed a
reorganization plan based on a belief it would win a lawsuit in
bankruptcy court to subordinate the bank's claim on account of
what the church describes as "wrongful conduct and subsequent
intransigence."  The bank responded by filing a motion to dismiss
the Chapter 11 case.

The report discloses that Judge Bailey wrote a five-page opinion
Sept. 11 rejecting the church's contention he should ignore the
bank's opposition to the Chapter 11 plan because the lender
engaged in an unauthorized solicitation of other creditors' votes
on a plan.  The judge said that Section 1126(e) of the Bankruptcy
Code doesn't preclude improper solicitation of a creditor's own
vote.  He also said the bank wasn't acting in bad faith even if
its purpose in rejecting the plan was to generate cash repayment
of the loan to solve the lender's own financial problems.  Judge
Bailey said that lenders aren't required "to act self-
sacrificially."

According to the report, the judge said that attempting to collect
immediately on a claim is "appropriate and legitimate." In a
separate opinion, Judge Bailey rejected OneUnited's argument for
dismissal of the Chapter 11 case.  Although the church is a
corporation, the lender argued that in reality it was a non-
business trust ineligible for bankruptcy.  Judge Bailey said that
none of the bank's reasons were "close to the mark."  He refused
to dismiss the case, saying the church is a valid Massachusetts
corporation entitled to be in bankruptcy.

The Bloomberg report discloses that the church previously called
the bank's motion to dismiss the Chapter 11 case a "deeply
unserious pleading."

A copy of the Court's Sept. 11 Memorandum of Decision and Order on
the bank's Motion to Dismiss is available at http://is.gd/XkfzST
from Leagle.com.

A copy of the Court's Sept. 11 Memorandum of Decision and Order on
the Debtor's motion for designation of the bank's plan votes is
available at http://is.gd/YbR1Onfrom Leagle.com.

                       About Charles Street

Charles Street African Methodist Episcopal Church --
http://www.csrrc.org/-- is located in Roxbury, Massachusetts.
The Church is to advocate for the needs of community residents and
to strengthen individuals, families, and the community by
providing social, educational, economic, and cultural services.

The Church filed for Chapter 11 protection (Bankr. D. Mass. Case
No. 12-12292) on March 20, 2012, to prevent its lenders, OneUnited
Bank, from foreclosing on a $1.1 million loan and auctioning off
the church.

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

The church is being represented by the Boston firm Ropes &
Gray LLP, which is also working for free.


CHRISTIAN BROTHERS: To Auction Five New Rochelle Homes
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Christian Brothers' Institute will auction five homes
in New Rochelle, New York, on Oct. 29 if a buyer submits a bid to
compete with a $5 million offer from Iona College.  Under sale
procedures approved Sept. 11 by the U.S. Bankruptcy Court in White
Plains, New York, there will be a hearing on Nov. 1 to approve a
sale.  The homes are adjacent to the college.

                About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CONTEC HOLDINGS: Objections to Plan Confirmation Due Sept. 27
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
conduct a combined hearing on Oct. 4, 2012, at 11:00 a.m.
prevailing Eastern time, to consider confirmation of the
Prepackaged Plan filed in the bankruptcy case of CHL, Ltd., et al.
The judge will also consider approval of the Disclosure Statement
at the same hearing.

Any objections to the adequacy of the Disclosure Statement, the
Solicitation Procedures, and confirmation of the Prepackaged Plan
must be filed no later that 4:00 p.m. on Sept. 27, 2012.  The
Debtors may file a single consolidated reply brief in response to
any objections received by 12:00 p.m. on Oct. 2, 2012.

The 11 U.S.C. 341(a) meeting of creditors will not be convened and
is canceled unless the Prepackaged Plan is not confirmed by the
Court on or before Oct. 31, 2012.

The deadline for the statements of financial affairs and schedules
of assets and liabilities has been extended to Nov. 1, 2012.  The
Debtors, however, reserve the right to include language in their
proposed order confirming the Prepackaged Plan permanently
excusing the Debtors from any requirement to file SOFAs and
Schedules in their Chapter 11 cases.

As reported in the TCR on Aug. 31, 2012, the Debtors solicited
votes on the Plan prepetition.  Over one half of the prepetition
secured lenders collectively holding at least two-thirds in amount
of outstanding obligations under their senior credit agreement
have voted to accept the Plan.  In addition, all holders of
subordinated notes claims have voted to accept the Prepackaged
Plan.

The Debtors' prepetition long-term debt obligations total
$360 million.  About $201 million of that amount represents senior
secured obligations to lenders led by Barclays Bank PLC, as
administrative agent, collateral agent, issuing lender and swing
line lender.  There is also $159 million owed on account of
unsecured subordinated notes under a note purchase agreement with
American Capital Financial Services, Inc. as administrative agent,
and American Capital and certain of its affiliates, as note
purchasers.

Under the Plan, senior lenders owed $201 million will recover
14.7% to 24.6%.  They will receive on the effective date $27.5
million in new second lien notes and 80% of reorganized Contec
Holdings.

Holders of general unsecured claims estimated to total $10 million
to $11 million are unimpaired and will recover 100%.  The claims
will be reinstated or paid in full in cash.  The senior lenders
have agreed to carve out a portion of their collateral to ensure
the payment of general unsecured trade claims.

Holders of subordinated note claims totaling $159 will receive on
the effective date a pro-rata share of warrants and $25,000.

Holders of existing equity interests in CHL LTD, the parent, won't
receive anything.

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

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

                       About Contec Holdings

Headquartered in Schenectady, New York, Contec Holdings Ltd. --
http://www.gocontec.com/-- is the market leader in the repair and
refurbishment of customer premise equipment for the cable
industry.  The Company repairs more than 2 million cable set top
boxes annually, while also providing logistical support services
for over 12 million units of cable equipment annually.

With substantial operations in the United States and Mexico, the
Debtors earned revenues of approximately $153.6 million in 2011,
and as of July 28, 2012, the Debtors directly employed over 2,300
people in North America, 72% of which are unionized.

Contec Holdings, Ltd., and its affiliates on Aug. 29, 2012 sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12437) with
a plan of reorganization that has the support of senior lenders
and noteholders.

Ropes & Gray LLP, serves as bankruptcy counsel to the Debtors;
Pepper Hamilton LLP is the local counsel; AP Services LLC, is the
restructuring advisor; Moelis & Company is the investment banker;
and Garden City Group is the claims agent.


CONTEC HOLDINGS: Wins Interim Nod for $20 Million of Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
CHL, Ltd., et al., authority, on an interim basis, to obtain
secured postpetition financing in the aggregate amount of up to
$20,000,000 (including up to $7,500,000 of Letters of Credit) from
a group of lenders led by Barclays Bank PLC, for itself and as
administrative and DIP Agent.  At the final hearing on the motion
to be held on Sept. 24, 2012, at 1:30 p.m., the Court will
consider the DIP facility in the increased amount of $35,000,000.

The Court also authorized the Debtors to use cash collateral of
the prepetition lenders, subject to a 13-week budget.  The
Obligors' authority to use cash collateral will not begin until
such time as all conditions precedent to initial borrowing under
the DIP Facility have been satisfied.

                       About Contec Holdings

Headquartered in Schenectady, New York, Contec Holdings Ltd. --
http://www.gocontec.com/-- is the market leader in the repair and
refurbishment of customer premise equipment for the cable
industry.  The Company repairs more than 2 million cable set top
boxes annually, while also providing logistical support services
for over 12 million units of cable equipment annually.

With substantial operations in the United States and Mexico, the
Debtors earned revenues of approximately $153.6 million in 2011,
and as of July 28, 2012, the Debtors directly employed over 2,300
people in North America, 72% of which are unionized.

Contec Holdings, Ltd., and its affiliates on Aug. 29, 2012 sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12437) with
a plan of reorganization that has the support of senior lenders
and noteholders.

Ropes & Gray LLP, serves as bankruptcy counsel to the Debtors;
Pepper Hamilton LLP is the local counsel; AP Services LLC, is the
restructuring advisor; Moelis & Company is the investment banker;
and Garden City Group is the claims agent.


CONTEC HOLDINGS: Can Employ GCG as Claims and Noticing Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
CHL, Ltd., et al., permission to employ The Garden City Group,
Inc., as claims and noticing agent for the Debtors, effective as
of Aug. 29, 2012.

GCG believes, to the best of its knowledge, that it is a
"disinterested person" at that term is defined in Section 101(14)
of the Bankruptcy Code.

The Debtors are authorized to compensate GCG in accordance with
the terms of their Engagement Agreement, for all fees and expenses
incurred as a result of performing Claims and Noticing Services,
upon the receipt of reasonable detailed invoices.

                       About Contec Holdings

Headquartered in Schenectady, New York, Contec Holdings Ltd. --
http://www.gocontec.com/-- is the market leader in the repair and
refurbishment of customer premise equipment for the cable
industry.  The Company repairs more than 2 million cable set top
boxes annually, while also providing logistical support services
for over 12 million units of cable equipment annually.

With substantial operations in the United States and Mexico, the
Debtors earned revenues of approximately $153.6 million in 2011,
and as of July 28, 2012, the Debtors directly employed over 2,300
people in North America, 72% of which are unionized.

Contec Holdings, Ltd., and its affiliates on Aug. 29, 2012 sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12437) with
a plan of reorganization that has the support of senior lenders
and noteholders.

Ropes & Gray LLP, serves as bankruptcy counsel to the Debtors;
Pepper Hamilton LLP is the local counsel; AP Services LLC, is the
restructuring advisor; Moelis & Company is the investment banker;
and Garden City Group is the claims agent.


COX & SONS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Cox & Sons Contracting Company, Inc.
        P.O. Box 730
        O Fallon, IL 62269

Bankruptcy Case No.: 12-31712

Chapter 11 Petition Date: September 10, 2012

Court: United States Bankruptcy Court
       Southern District of Illinois (East St Louis)

Judge: Laura K. Grandy

Debtor's Counsel: A Thomas DeWoskin, Esq.
                  DANNA MCKITRICK PC
                  7701 Forsyth Blvd, Suite 800
                  St. Louis, MO 63105
                  Tel: (314) 726-1000
                  Fax: (314) 725-6592
                  E-mail: tdewoskin@dmfirm.com

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

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

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

The petition was signed by DeWayne Cox, president.


CYBERDEFENDER CORP: Liquidating Plan Hearing on Nov. 19
-------------------------------------------------------
CyberDefender Corporation sold its assets to GR Match LLC for $12
million in debt and $250,000 cash in May.  This November, it will
seek confirmation of a plan that outlines the terms on how
creditors will be paid from the remaining assets of the Debtor.

CyberDefender on Sept. 10 obtained approval of the disclosure
statement explaining its Joint Plan of Liquidation.  The Debtor
has now obtained approval to begin solicitation of votes on the
Plan and has scheduled a hearing on Nov. 13, 2012 at 1:00 p.m. for
confirmation of the Plan.

The ballots and any objections to the Plan are due Oct. 19.

The disclosure statement provides that the Debtor's remaining
assets are cash proceeds from the sale ($500,000 less payment of
post closing expenses to wind down the Debtor's operations) and
various causes of action.  Unsecured creditors will receive their
pro rata share of remaining cash of the Debtor.  Holders of equity
interests won't receive anything.  A copy of the Disclosure
Statement is available at:

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

                        About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation provided
remote LiveTech services and security and computer optimization
software to the consumer and small business market.

CyberDefender filed for Chapter 11 protection (Bankr. D. Del. Case
No. 12-10633) on Feb. 23, 2012.  In regulatory filings, the
Company disclosed $7.96 million in total assets, $42.54 million in
total liabilities, and a $34.58 million in total stockholders'
deficit, as of Sept. 30, 2011.

XRoads Solutions Group, LLC serves as financial advisor to the
Company and Pachulski Stang Ziehl & Jones LLP (James E. O'Neill)
serves as bankruptcy counsel.

CyberDefender obtained authority to sell the business to GR Match
LLC for $12 million in debt and $250,000 cash.  There were no
competing bids, so an auction was canceled.   GR Match also
committed to provide up to $4.6 million in debtor-in-possession
financing.

The Debtor changed its name to CYDE Liquidating Co. following the
sale of the business.

An official committee of unsecured creditors has been appointed in
the case.


DELTA AIR: S&P Rates $66.1-Mil. Seattle Airport Bonds 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue rating
to Delta Air Lines Inc.'s $60.2 million Industrial Development
Corp. of the Port of Seattle special facilities revenue refunding
bonds, series 2012, due April 1, 2030, and $5.9 million
bonds due April 1, 2020. "The rating is based on the corporate
credit rating on Delta Air Lines Inc. (B/Positive/--), the
structure of the financing, and our view of the necessity of the
facility financed by the bonds in any future Delta bankruptcy
reorganization. The bonds are secured indirectly by the lease
between Delta and the Port of Seattle for the real estate on which
the hangar is constructed, as well as the hangar itself," S&P
said.

"Delta leases the facility to the Industrial Development Corp.,
which leases the facility back to Delta under a finance lease.
Payments under the finance lease service the rated bonds. Bond
structures similar to this were challenged by United Air Lines in
its bankruptcy and the bankruptcy court decided that some of them
were not true leases, which resulted in the bonds being treated
as unsecured claims. However, Delta's obligations under this
finance lease are also secured by the lease between Delta and the
Port of Seattle of the land on which the facility is constructed,
and we believe that this collateral would give leave bondholders
in a better position than unsecured creditors in any future Delta
bankruptcy," S&P said.

"In many cases, we rate airport revenue bonds that we analyze as
being similar to secured debt at the same level as the corporate
credit rating ('B' in the case of Delta), rather than senior
unsecured debt ('CCC+' for Delta). We assigned a 'B-' rating to
the Port of Seattle revenue bonds because we believe that the
facility, a hangar at Seattle-Tacoma International Airport, is not
as important to Delta's ongoing operations as facilities at the
airline's main hubs or at major airports.  Most of Delta's flights
to Asia depart directly from major hubs, or from airports serving
larger metropolitan areas, such as Los Angeles," S&P said.

RATINGS LIST

Delta Air Lines Inc.
Corporate Credit Rating                       B/Positive/--

New Ratings

Delta Air Lines Inc.
$60.2 mil series 2012 revenue bonds due 2030   B-
$5.9 mil revenue bonds due 2020                B-


DESARROLLADORA YAHIR: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: Desarrolladora Yahir, Inc.
        P.O. Box 2133
        San Sebastian, PR 00685-8133

Bankruptcy Case No.: 12-07129

Chapter 11 Petition Date: September 10, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  LUGO MENDER & CO.
                  Centro Internacional De Mercadeo
                  Carr 165 Torre 1 Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  E-mail: wlugo@lugomender.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Franco Caban              Promissory Note        $200,000
P.O. Box 3667
Hato Arriba Station
San Sebastian,
PR 00685

The petition was signed by Alexis Medina Soto, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Alexis Medina Soto                     12-07127   09/10/12


DILLARD WHITTYMORE: Case Summary & 15 Unsecured Creditors
---------------------------------------------------------
Debtor: Dillard Whittymore, III
        P.O. Box 101
        Brownstown, IN 47220

Bankruptcy Case No.: 12-91998

Chapter 11 Petition Date: September 10, 2012

Court: United States Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: David H. Kleiman, Esq.
                  Wendy D. Brewer, Esq.
                  BENESCH FRIEDLANDER COPLAN & ARONOFF LLP
                  Box 82008, 1 American Sq# 2300
                  Indianapolis, IN 46282-0001
                  Tel: (317) 632-3232
                  Fax: (317) 685-6060
                  E-mail: dkleiman@beneschlaw.com
                          wbrewer@beneschlaw.com

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

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

A copy of the Company's list of its 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/insb12-91998.pdf

The petition was signed by Dillard Whittymore, III.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Indiana Steel & Tube, Inc.             12-91512   07/10/12


DJO GLOBAL: S&P Rates $440 Million Senior Notes 'CCC+'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
second priority senior secured notes co-issued by DJO Finance LLC
(DJOFL) and DJO Finance Corp. (DJOFC) to 'B-' from 'B'. The
issuers are subsidiaries of Vista, Calif.-based DJO Global Inc., a
manufacturer of medical devices. "We lowered our rating on this
second-lien debt because the size of the debt class will increase
significantly relative to our estimate of DJO's value in the event
of default. We revised our recovery rating on this debt to '3',
indicating our expectation of meaningful recovery (50% to 70%) of
principal in the event of default, from '2', indicating
substantial (70% to 90%) recovery of principal in the event of
default," S&P said.

"We also assigned our 'CCC+' rating to the proposed $440 million
senior notes to be co-issued by DJOFL and DJOFC. We assigned to
these new notes our recovery rating of '5', indicating our
expectation for modest (10% to 30%) recovery of principal in the
event of default. Proceeds of the new notes and a $100 million
add-on to their second priority notes will be used to redeem
DJO's 10.875% senior unsecured notes ($465 million outstanding)
and repay about $50 million of revolving credit borrowing," S&P
said.

"Our corporate credit rating and outlook on DJO Global (B-
/Stable/--) are unaffected by the refinancing. The transactions
will improve DJO's liquidity by substantially eliminating
mandatory debt amortization before 2016 and restoring nearly full
availability of DJO's revolving credit facility," S&P said.

"The rating on DJO Global overwhelmingly reflects our expectation
that its 'highly leveraged' (according to our criteria) financial
profile will remain characterized by very high debt leverage,
nominal free cash flows, and thin interest coverage. We continue
to view DJO's business risk profile as 'fair,' reflecting its
solid competitive position in a fairly stable segment of the
medical device market that faces substantial price pressure," S&P
said.


DUNE ENERGY: Strategic Value Discloses 24.7% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Strategic Value Partners, LLC, and its
affiliates disclosed that, as of Sept. 10, 2012, they beneficially
own 9,749,232 shares of common stock of Dune Energy, Inc.,
representing 24.7% of the shares outstanding.  Strategic Value
previously reported beneficial ownership of 9,749,232 common
shares or a 25.3% equity stake as of Dec. 22, 2011.  A copy of the
amended filing is available for free at http://is.gd/0cuyNI

                         About Dune Energy

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

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at June 30, 2012, showed $246.60
million in total assets, $123.28 million in total liabilities and
$123.31 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


ECOTECH RECYCLING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Ecotech Recycling, LLC
        P.O. Box 2510
        Kalama, WA 98625

Bankruptcy Case No.: 12-46308

Chapter 11 Petition Date: September 10, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Richard S. Ross, Esq.
                  LAW OFFICE OF RICHARD S ROSS
                  1610 Columbia St
                  Vancouver, WA 98660
                  Tel: (360) 699-1400
                  E-mail: ecf@resolvedebt.net

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

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

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

The petition was signed by Renie Duvall, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Renie Duvall                           12-45816   08/22/12


EDIETS.COM INC: Issues $500,000 Note to As Seen on TV
-----------------------------------------------------
eDiets.com, Inc., previously entered into a Letter of Intent with
As Seen on TV, Inc., which contemplates that a wholly owned
subsidiary of ASTV will merge with and into eDiets.com, Inc.,
following which the Company will be the surviving corporation and
a wholly owned subsidiary of ASTV pursuant to an agreement and
plan of merger to be concluded among the parties.

On Sept. 6, 2012, the Company issued a promissory note to ASTV
pursuant to which the Company borrowed $500,000.  Interest accrues
on the ASTV Note at a rate of 12% per annum, and at the rate of
18% per annum during the continuance of an event of default.  The
ASTV Note will mature on the date that is 10 business days
following the first to occur of the following: (i) the closing
date of the Merger Agreement; (ii) Dec. 31, 2012; or (iii) an
event of default under the ASTV Note.

All principal and accrued interest is due and payable in full on
the maturity date of the ASTV Note.  If the maturity date occurs
after the closing date of the Merger Agreement, payment will be
made through conversion of the ASTV Note into newly issued shares
of the Company's common stock at the Merger conversion price;
otherwise, payment will be made in cash.  If the Merger Agreement
terminates, ASTV will have the option to convert the ASTV Note
into newly issued shares of the Company's common stock at a
conversion price of $0.25 per share.

Under the ASTV Note, the Company must comply with a number of
covenants, including a covenant to make any payments due under the
ASTV Note prior to making payments in respect of indebtedness
incurred after Sept. 6, 2012, and a covenant not to incur
additional indebtedness or grant certain liens over its assets
without the prior written consent of ASTV.

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs.  eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

Following the 2011 results, Ernst & Young LLP, in Boca Raton,
Florida, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses, was not
able to meet its debt obligations in the current year and has a
working capital deficiency.

The Company's balance sheet at June 30, 2012, showed $1.99 million
in total assets, $4.26 million in total liabilities, all current,
and a $2.26 million total stockholders' deficit.

                        Bankruptcy Warning

On Aug. 10, 2012, the Company entered into a letter of intent with
As Seen On TV, Inc., a direct response marketing company, whereby
ASTV agreed to acquire all of the Company's outstanding shares of
common stock in exchange for 16,185,392 newly issued shares of
ASTV common stock, representing an acquisition price of
approximately $0.80 per share of the Company's common stock.
Under the Letter of Intent, all of the Company's other outstanding
securities exercisable or exchangeable for, or convertible into,
the Company's capital stock would be deemed converted into, and
exchanged for securities of ASTV on an as converted basis
immediately prior to the record date of the acquisition.

Both before and after consummation of the transactions described
in the Letter of Intent, and if those transactions are never
consummated, the continuation of the Company's business is
dependent upon raising additional financial support.

"In light of our results of operations, management has and intends
to continue to evaluate various possibilities to the extent these
possibilities do not conflict with our obligations under the
Letter of Intent," the Company said in its quarterly report for
the period ended June 30, 2012.  "These possibilities include:
raising additional capital through the issuance of common or
preferred stock, securities convertible into common stock, or
secured or unsecured debt, selling one or more lines of business,
or all or a portion of the our assets, entering into a business
combination, reducing or eliminating operations, liquidating
assets, or seeking relief through a filing under the U.S.
Bankruptcy Code."


EMMIS COMMUNICATIONS: Corre Owns 19.7% of Preferred Shares
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Corre Opportunities Fund, LP, and its
affiliates disclosed that, as of Aug. 31, 2012, they beneficially
own 184,951 shares of 6.25% Series A Cumulative Convertible
Preferred Stock (representing 19.73% of the shares outstanding)
and 692,259 shares of Class A Common Stock, par value $0.01 per
share (representing 2.03% of the shares outstanding) of Emmis
Communications Corporation.

Corre previously reported beneficial ownership of 179,850
preferred shares and 438,834 common shares as of Jan. 31, 2012.

A copy of the amended filing is available for free at:

                      http://is.gd/QWCYDd

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company's balance sheet at May 31, 2012, showed
$350.94 million in total assets, $360.51 million in total
liabilities, $46.88 million in series A cumulative convertible
preferred stock, and a $56.45 million total deficit.

                           *     *     *

Emmis carries Caa2 corporate family rating and a Caa3 probability
of default rating from Moody's.

In July 2011, Moody's Investors Service placed the ratings of
Emmis on review for possible upgrade following the company's
earnings release for 1Q12 (ended May 31, 2011) including
additional disclosure related to the pending sale of controlling
interests in three radio stations.  The sale of the majority
ownership to GCTR will generate estimated net proceeds of
approximately $100 million to $120 million, after taxes, fees and
related expenses.  Emmis will retain a minority equity interest in
the operations of the three stations and Moody's expects senior
secured debt to be reduced resulting in improved credit metrics.


EMPRESAS INTEREX: Arranges $700,000 of DIP Financing
----------------------------------------------------
Empresas Interex Inc. has arranged postpetition financing that
would fund the Chapter 11 case and help its complete development,
construction and sale of the Ciudad Atlantis, its residential
housing project in Arecibo, Puerto Rico.

The hearing on the DIP financing scheduled for Aug. 29 has been
reset to Oct. 10, 2012, at 9:00 a.m.

According to a document filed with the bankruptcy court at the end
of July, the Debtor's parent, Interamerican University of Puerto
Rico, Inc., has agreed to provide financing of up to $700,000,
which will bear interest at 4.25% per annum.  The $500,000 will be
used to complete construction of the residential units of the
project and the balance will be used to complete the recreational
facilities.

The Cuidad Atlantis consists of 131 residences, of which 70 have
been sold, 61 are at different termination stages, of which
18 have not been completed, 12 are in the process of termination
and the remaining 31 are ready for delivery.

DF Servicing, LLC, assignee of Doral Bank, is owed $6.08 million
for prepetition loans provided to finance the project.  DF and
Doral's decision to stop funding prompted the Chapter 11 filing.

The Debtor said that the 61 residential units are to be sold at an
average sales price of $175,000, producing a gross sales price of
$10,675,000, allowing for the payment of the $700,000 loan from
the University, to pay DF's claim in full and provide Debtor with
funds to pay its other creditors.

The loan from the University will be repaid with the sale of
4 to 5 of the Project's residential units.

San Juan, Puerto Rico-based Empresas Interex Inc. filed for
Chapter 11 bankruptcy (Bankr. D.P.R. Case No. 11-10475) on
Dec. 7, 2011.  Bankruptcy Judge Mildred Caban Flores presides
over the case.  The company posts $11,412,500 in assets and
US$9,335,561 in liabilities.


FLORIDA GAMING: ABC Files Complaints to Foreclose on Collaterals
----------------------------------------------------------------
Two complaints were filed against Florida Gaming Corporation and
its wholly owned subsidiaries, Florida Gaming Centers, Inc., and
Tara Club Estates, Inc., on Sept. 5, 2012.

The Company and Centers previously entered into a Credit Agreement
with ABC Funding, LLC, as Administrative Agent for the lenders
party thereto.  As security for the Credit Agreement, Centers and
City National Bank of Florida, as Trustee under the Land Trust
Agreement dated Jan. 3, 1979, known as Trust Number 5003471,
granted to ABC Funding mortgages in certain real property owned by
Centers and the Land Trust in St. Lucie, Florida and Miami-Dade
County, Florida, respectively.  As additional security under the
Credit Agreement:

   (1) Centers collaterally assigned all of its rights in the Land
       Trust to ABC Funding;

   (2) the Land Trust, the Company and Tara Club each executed a
       Credit Party Guaranty in favor of ABC Funding, guaranteeing
       Centers' obligations under the Credit Agreement; and

   (3) the Company, Centers and Freedom Holding, Inc., the
       Company's largest shareholder, executed a Pledge Agreement
       granting ABC Funding a security interest in substantially
       all of their personal property.

On Aug. 9, 2012, ABC Funding, on behalf of the Lenders, delivered
to the Company and Centers notice of immediate acceleration of all
of the obligations.

In its complaint filed in the Circuit Court of the Eleventh
Judicial Circuit in and for Miami-Dade County, Florida, ABC
Funding seeks to enforce the Guaranty and to foreclose on the
collateral secured by the Miami mortgage, the Pledge Agreement and
the Trust Assignment.

In its complaint filed in the Circuit Court of the Nineteenth
Judicial District in and for St. Lucie County, Florida, ABC
Funding seeks to enforce the Guaranty and to foreclose on the
collateral secured by the St. Lucie mortgage, the Pledge Agreement
and the Trust Assignment.

                       About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

The Company reported a net loss of $21.76 million in 2011,
compared with a net loss of $4.84 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$84.01 million in total assets, $118.36 million in total
liabilities, and a $34.34 million total stockholders' deficit.

As of June 30, 2012, the Company was in default on an $87,000,000
credit agreement regarding certain covenants.  The Company's
continued existence as a going concern is dependent on its ability
to obtain a waiver of its credit default and to generate
sufficient cash flow from operations to meet its obligations.

After auditing the 2011 results, King & Company, PSC, in
Louisville, Kentucky, noted that the Company has experienced
recurring losses from operations, cash flow deficiencies, and is
in default of certain credit facilities, all of which raise
substantial doubt about its ability to continue as a going
concern.


FLORIDA GAMING: Form 10-Q Overstated Accrued Expenses by $3MM
-------------------------------------------------------------
Florida Gaming Corporation filed with the U.S. Securities and
Exchange Commission an amendment to its quarterly report on Form
10-Q for the quarter ended June 30, 2012, in order to:

   (i) to furnish Exhibit 101, which contains the XBRL (eXtensible
       Business Reporting Language) Interactive Data File for the
       financial statements and notes included in Part I, Item 1
       of the Form 10-Q; and

  (ii) to correct the amount of accrued expenses reported for the
       second quarter.

The accrued expenses were overstated by $3,065,254.  Total
liabilities disclosed did not change.

No other changes have been made to the Form 10-Q.

A copy of the amended Form 10-Q is available at:

                        http://is.gd/IydFf8

                        About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

The Company reported a net loss of $21.76 million in 2011,
compared with a net loss of $4.84 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$84.01 million in total assets, $118.36 million in total
liabilities, and a $34.34 million total stockholders' deficit.

As of June 30, 2012, the Company was in default on an $87,000,000
credit agreement regarding certain covenants.  The Company's
continued existence as a going concern is dependent on its ability
to obtain a waiver of its credit default and to generate
sufficient cash flow from operations to meet its obligations.

After auditing the 2011 results, King & Company, PSC, in
Louisville, Kentucky, noted that the Company has experienced
recurring losses from operations, cash flow deficiencies, and is
in default of certain credit facilities, all of which raise
substantial doubt about its ability to continue as a going
concern.


FOREST OIL: Moody's Assigns 'B2' Rating to Sr. Unsecured Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Forest Oil
Corporation's senior unsecured notes due 2020. Note proceeds will
be used to fund the proposed redemption of a portion of the
principal amount of its 8.50% senior notes due 2014. The outlook
is negative.

"This notes offering will extend the maturity profile of Forest's
debt, in an effort to deflect concerns around the magnitude of the
$600 million maturity of the 8.50% notes upcoming in February
2014," commented Andrew Brooks, Moody's Vice President, "while
Forest continues to evaluate and implement various means of de-
levering its debt laden balance sheet."

Rating Rationale

The B2 rating on the proposed $300 million of senior notes
reflects both the overall probability of default of Forest, to
which Moody's assigns a PDR of B1, and a loss given default of
LGD5 (72%). Forest's senior unsecured notes are subordinate to it
$1.25 billion secured revolving credit facility's potential
priority claim to the company's assets. The size of the potential
claims relative to Forest's outstanding senior unsecured notes
results in the notes being rated one-notch below the B1 Corporate
Family Rating (CFR) under Moody's Loss Given Default Methodology.

Forest's B1 CFR reflects its size, albeit on a three-year downward
trajectory since 2008 as a result of the repositioning its oil and
gas portfolio through assets sales largely into acreage deemed to
have greater productive upside. With 68% of 2012's second-quarter
production comprised of natural gas and 17% natural gas liquids
(NGLs), Forest is exposed to the weak commodity pricing
environment notwithstanding the extent to which it has hedged its
2012 natural gas and NGLs production. While absolute debt levels
have remained relatively flat since 2009, debt on production has
increased, reflecting serial declines in annual production, and is
approaching $37,000 per Boe at June 30. Forest expects 2012's
second half production volumes to remain flat compared to year-ago
levels; however, it continues to grow the liquids components of
those volumes to an estimated 34% from the prior year period's
28%. Year-end 2011 proved reserves totaled 317.4 million Boe (76%
natural gas, 55% proved developed).

Reflecting Forest's newly articulated focus on debt reduction, the
company has identified certain non-core acreage holdings, which it
intends to divest, with proceeds used to reduce debt. An effort
launched in late 2011 to joint venture its Eagle Ford acreage
failed to produce a transaction acceptable to Forest, which was a
setback in its efforts to raise capital and further accelerate its
Eagle Ford development. Forest is focusing its development efforts
on oil and liquids-rich plays in the Eagle Ford Shale and the
Texas Panhandle; second quarter 2012 net oil production increased
27% versus 2011's second quarter, evidence of progress in this
effort.

The negative outlook reflects Moody's concerns regarding increased
debt leverage, and while there is a plan to reduce that leverage
through asset sales, like most mid-course corrections, it is not
without execution risk. A further downgrade could be considered if
Forest fails to execute on an asset sale program or other capital
raising initiatives that generate proceeds for debt reduction such
that debt on production is sustained below $30,000 per Boe.
Moreover, should cash flow metrics including retained cash flow
(RCF ) to debt continue their decline below 20%, and EBITDA
interest coverage fall below 3x, a downgrade could also be
considered. Given its negative outlook, an upgrade is unlikely at
this time. However, the outlook could be stabilized depending on
the success of Forest's asset sale and debt reduction efforts. An
upgrade could be considered should Forest reduce debt on
production below $27,000 per Boe, and increase RCF to debt above
30%.

Forest's SGL-3 Speculative Grade Liquidity rating reflects Moody's
expectation of adequate liquidity through 2013, based principally
on the availability it maintains under its $1.25 billion secured
borrowing base revolving credit facility ($1.5 billion
commitment). At August 31, Forest had $417 million of outstanding
borrowings under the revolver. It includes a leverage covenant
limiting its debt to EBITDA to 4.5x. At June 30, Forest was in
compliance with the covenant at 3.9x, however, at this level
access to the full amount of the remaining undrawn balance could
become compromised. The revolver has a June 2016 scheduled
maturity date, and its $1.25 billion borrowing base was reaffirmed
in April 2012 with no changes to its existing terms and
conditions.

The principal methodology used in rating Forest Oil Corporation
was the Global Independent Exploration and Production Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Forest is an independent exploration and production company
headquartered in Denver, Colorado.


GMX RESOURCES: 48% of Noteholders Accept Exchange Offers
--------------------------------------------------------
GMX Resources Inc. had received, as of 5:00 p.m., Eastern Time, on
Sept. 10, 2012, tenders from the holders of approximately $24.9
million in aggregate principal amount, or approximately 48%, of
its outstanding 5.00% Senior Convertible Notes due 2013 and
approximately $36.9 million in aggregate principal amount, or
approximately 43%, of its outstanding 4.50% Senior Convertible
Notes due 2015 in connection with its previously announced
exchange offers for the Convertible Notes, which commenced on
Aug. 9, 2012.  Holders tendering 2013 Notes will receive new
Senior Secured Second-Priority Notes due 2018 and shares of the
Company's common stock.  Holders tendering 2015 Notes will receive
New Notes.

Based on the current amount of Convertible Notes tendered to date,
the Company has decided to modify the minimum tender condition to
the exchange offers.  Pursuant to the modified minimum tender
condition, the Company's obligation to accept validly tendered and
not validly withdrawn 2013 Notes is conditioned on holders of at
least $22 million in aggregate principal amount of 2013 Notes
having validly tendered and not validly withdrawn their 2013 Notes
as of the expiration date.  Any Convertible Notes not tendered and
purchased pursuant to the exchange offers will remain outstanding.

In connection with the modification of the minimum tender
condition, GMXR has extended the "Expiration Date" for the
exchange offers to 5:00 p.m., Eastern Time, on Monday, Sept. 17,
2012, unless further extended by the Company.

Holders who have previously validly tendered and not withdrawn
Convertible Notes do not need to re-tender their Convertible Notes
or take any other action in response to the extension of the
exchange offers or the modification of the minimum tender
condition.

The Company has retained Global Bondholder Services Corporation to
serve as the information agent.  Requests for documents may be
directed to Global Bondholder Services Corporation at (212) 430-
3774, or (800) 804-2200, or in writing to 65 Broadway, Suite 404,
New York, NY 10006.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

GMX Resources' balance sheet at June 30, 2012, showed $394.79
million in total assets, $462.46 million in total liabilities and
a $67.67 million total deficit.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 16, 2012,
Standard & Poor's Ratings Services lowered its corporate credit
rating on GMX Resources to 'CC' from 'CCC+'.

"The downgrade to 'CC' reflects the potential for a selective
default on GMX's 4.5% senior convertible notes due 2015 -- $86.3
million outstanding as of June 30, 2012 -- due to certain aspects
of GMX's exchange offer that would constitute a distressed
exchange under our criteria," said Standard & poor's credit
analyst Paul B. Harvey. "As part of the exchange offer for its
2013 and 2015 convertible notes, holders of the 2015 notes have
the right to exchange $1,000 principle of existing notes for $700
principle of new senior secured second-priority notes due 2018. We
view this as a distressed exchange."

Holders of the existing 2015 notes, regardless of when purchased,
would receive significantly less than the original face value that
was promised, S&P said.


GREEN ENDEAVORS: Inks $10MM Equity Purchase Pact with Southridge
----------------------------------------------------------------
Green Endeavors, Inc., has entered into a $10 million equity
purchase agreement with Southridge Partners II, LP, a private
investment fund specializing in direct investment and advisory
services to small and middle market companies.

Pursuant to the Agreement, the Company has the right, in its sole
discretion, subject to the terms of the Agreement, to sell to
Southridge up to $10 million of its common stock in tranches at a
9% discount to the then current market price over a 24 month
period.  The Company has the right, but is not obligated, to sell
stock to Southridge depending on certain conditions as set forth
in the Agreement.

Richard Surber, CEO, stated, "Upon the filing of an effective
registration statement with The Securities and Exchange
Commission, GRNE will be able to use the equity agreement to grow
its operations and further improve its financial condition.  The
terms of the equity agreement are far more favorable than most
other available methods of financing for a micro-cap company like
GRNE.  With proper financing, my team will be able to more fully
focus on our expansion and operational plans."

Mr. Surber continued, "I expect my accounting staff and auditors
to complete GRNE's 1st and 2nd quarter Form 10Q's for 2012 within
the next two to three weeks.  Upon filing the Form 10Q's, GRNE
will be current.  However, we may be required to restate our last
Form 10K as a result of reclassifying certain convertible
instruments as derivative liabilities.  Once we correct the
accounting treatment of these instruments and re-file, counsel
will begin preparing the Form S-1 Registration Statement to comply
with the terms of the Agreement."

As of Sept. 4, 2012, the number of issued and outstanding shares
of the Company's stock was 3,850,178,936.

A copy of the Equity Purchase Agreement is available at:

                        http://is.gd/siJzkz

                       About Green Endeavors

Salt Lake City, Utah-based Green Endeavors, Inc., runs two hair
care salons that feature Aveda(TM) products for retail sale.

The Company reported a net loss of $264,000 in 2011, compared with
net income of $13,900 in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.03 million
in total assets, $7.39 million in total liabilities, and a
$6.35 million total stockholders' deficit.

Following the 2011 results, Madsen & Associates CPA's, Inc., in
Salt Lake City, Utah, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company will need additional working
capital for its planned activity and to service its debt.


HOSTESS BRANDS: Judge Sets New Trial Date for Smaller Unions
------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that a bankruptcy judge agreed to postpone a trial on Hostess
Brands Inc.'s effort to impose new labor terms on its smaller
unions as it waits to hear whether its two main unions will accept
the concessions the baked goods company has said its fate depends
on.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.a


IMPLANT SCIENCES: Extends Maturity of DMRJ Note to March 2013
-------------------------------------------------------------
Implant Sciences Corporation has renegotiated its credit
agreements with its senior secured lender, DMRJ Group LLC.

DMRJ has agreed to extend the maturity of all Implant Sciences'
indebtedness to March 31, 2013, and has agreed to convert $12
million of its existing $23 million line of credit with Implant
Sciences into a senior secured convertible promissory note that is
convertible into a new Series H Convertible Preferred Stock.  The
Series H Convertible Preferred Stock is convertible into Implant
Sciences' common stock at a price of $1.09 per share.

DMRJ Managing Director David Levy commented, "Implant Sciences
continues to solidify its position as an emerging leader in the
Explosives Trace Detection market.  The Company has attracted top
industry talent, built an international sales presence and is
moving through the regulatory process.  Renegotiating a portion of
our line of credit with Implant Sciences into a term loan that is
convertible into equity in the Company clearly shows our
confidence in the continued success of Implant Sciences."

Implant Sciences' President and CEO Glenn D. Bolduc added, "Once
again, DMRJ has shown confidence in Implant Sciences and our
future.  We have been partners for over three years and we
appreciate their continued support."  Mr. Bolduc continued, "This
transaction is a first step in positioning us to materially
improve our balance sheet and strength as a publicly traded
company."

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

                         http://is.gd/DbVgLK

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2011, citing recurring net losses and
continues to experience negative cash flows from operations.  The
independent auditors noted that the Company has had  As of Sept.
30, 2011, the Company's principal obligation to its primary lender
was approximately $23,115,000 with accrued interest of
approximately $1,705,000.

The Company reported a net loss of $15.55 million for the year
ended June 30, 2011, compared with a net loss of $15.52 million
during the prior year.

The Company's balance sheet at March 31, 2012, showed
$5.77 million in total assets, $34.81 million in total
liabilities, and a $29.04 million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in the quarterly report for the period ended
March 31, 2012, that any failure to comply with its debt
covenants, to achieve its projections or to obtain sufficient
capital on acceptable terms would have a material adverse impact
on its liquidity, financial condition and operations and could
force the Company to curtail or discontinue operations entirely or
file for protection under bankruptcy laws.  Further, upon the
occurrence of an event of default under certain provisions of the
Company's agreements with DMRJ Group LLC, the Company could be
required to pay default rate interest equal to the lesser of 3.0%
per month and the maximum applicable legal rate per annum on the
outstanding principal balance outstanding.


INFINITY PROPERTY: Moody's Keeps '(P)Ba1' Preferrred Stock Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Baa2 senior debt rating
of Infinity Property and Casualty Corporation and the A2 insurance
financial strength (IFS) ratings of its principal operating
subsidiaries. Moody's assigned a Baa2 rating to the $275 million
in senior unsecured notes due in 2022 issued by Infinity. The
notes constitute a drawdown from its existing shelf registration
and Infinity will use the proceeds of the issuance to redeem its
5.50% Senior Notes due 2014 and for general corporate purposes.
Moody's has also assigned provisional ratings to Infinity's multi-
seniority shelf registration (senior unsecured debt at (P)Baa2)
statement filed by the company on August 6, 2010. Infinity
maintains its shelf registration statement for general corporate
purposes, which may include repayment of indebtedness, equity
offerings, and expansion of its net underwriting capacity and
acquisitions. The outlook for the ratings is stable.

Ratings Rationale

The rating affirmation and stable outlook reflect Infinity's good
financial profile including strong track record of profitability,
sound loss reserving, high quality investment portfolio and solid
capital adequacy. Infinity has an established franchise within the
independent agency channel in non-standard automobile insurance,
serving the Latino community, particularly in urban zones. These
strengths are offset to a degree by Infinity's limited scale,
narrow product and geographic focus, competition from larger
insurers who possess greater financial resources, and a relatively
high adjusted financial leverage profile which in times of stress
could pressure coverage metrics.

"While earnings have been strong on average, combined ratios have
risen in the last two years due to growth in new business, where
combined ratios run higher relative to renewal business," said
Enrico Leo, Moody's Assistant Vice President. The company's
statutory accident year (excluding reserve development) combined
ratio was 97.6% during 2011, and 98.6% through the first six
months of 2012, compared to combined ratios in the 95-96% range
prior to 2011. Infinity has been addressing rising accident year
combined ratios through a combination of better pricing
segmentation on new business, rate increases and efforts to
improve retention ratios. Moody's expects the company's pricing
and underwriting actions to help mitigate future pressure on
operating margins.

The issuance of $275 million in senior notes will lead to a net
increase in financial leverage, in the mid 30% range (adjusted,
pro-forma as of June 30, 2012). Mr. Leo further noted that "parent
company liquidity is strong given cash and liquid investments at
the ultimate holding company of approximately $150 million at the
end of June". With $40 million available under its current share
repurchase authorization, Moody's also expects that the company
will manage its share repurchase program and capitalization levels
prudently.

Given Infinity's limited scale and active capital management
strategy, Moody's sees little upside to the current ratings over
the medium term. However, a meaningfully reduction in financial
leverage coupled with a significant increase in market presence
and geographic diversification while maintaining profitability
could lead to an upgrade. Factors that could lead to a downgrade
include: meaningful underwriting losses (e.g. combined ratios
above 100%; return on capital below 5%), sustained financial
leverage in the upper 30% range; earnings interest coverage less
than 5x, GAAP gross underwriting leverage greater than 3.5x or
significant adverse reserve development (greater than 3% of loss
and LAE reserves).

The following ratings have been affirmed:

  Infinity Property and Casualty Corporation -- senior unsecured
  debt at Baa2;

  Infinity Insurance Company -- insurance financial strength at
  A2;

  Infinity Standard Insurance Company -- insurance financial
  strength at A2;

  Infinity Casualty Insurance Company -- insurance financial
  strength at A2;

  Infinity Premier Insurance Company -- insurance financial
  strength at A2;

  Infinity Reserve Insurance Company -- insurance financial
  strength at A2;

  Hillstar Insurance Company -- insurance financial strength at
  A2;

  Infinity Select Insurance Company -- insurance financial
  strength at A2;

  Infinity Auto Insurance Company -- insurance financial strength
  at A2;

  Infinity Preferred Insurance Company -- insurance financial
  strength at A2;

  Infinity Indemnity Insurance Company -- insurance financial
  strength at A2;

  Infinity Assurance Insurance Company -- insurance financial
  strength at A2;

  Infinity Safeguard Insurance Company -- insurance financial
  strength at A2;

  Infinity Security Insurance Company -- insurance financial
  strength at A2.

The following provisional ratings have been assigned with a stable
outlook:

  Infinity Property and Casualty Corporation -- provisional
  senior unsecured debt at (P)Baa2, provisional subordinated and
  junior subordinated debt at (P)Baa3, provisional cumulative
  preferred stock at (P)Ba1; provisional non-cumulative preferred
  stock at (P)Ba1;

  Infinity Capital Trust I -- backed provisional preferred stock
  at (P)Baa3.

Infinity Property and Casualty Corporation is headquartered in
Birmingham, Alabama. For the first six months of 2012, Infinity
reported total revenues of $594 million and net income of $11.2
million, compared to total revenues of $516 million and net income
of $17 million in the corresponding prior year period. The company
reported a statutory combined ratio for 6/30/12 YTD of 97.3%,
compared to 97% for 6/30/11 YTD. As of June 30, 2012,
shareholders' equity was $667 million.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Property and Casualty Insurers published in
May 2010.


INPHASE TECHNOLOGIES: Court Dismisses Chapter 11 Case
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
approved the motion of InPhase Technologies, Inc., for the
dismissal of its Chapter 11 case.

On Oct. 21, 2011, Acadia Woods Partners, LLC, sought relief from
the bankruptcy stay to foreclose its security interest in the
Debtor's assets.  A settlement agreement entered into by the
parties provided that Acadia would be granted relief from the
bankruptcy stay on Jan. 16, 2012.  As the Debtor was unable to pay
the balance due on said date, the bankruptcy stay was lifted.

                     About InPhase Technologies

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

InPhase filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No.
11-34489) on Oct. 18, 2011.  The Debtor estimated assets of $50
million to $100 million and estimated debts of $10 million to
$50 million in its bankruptcy filing.  The Debtor is represented
by Joel Laufer, Esq. -- jl@jlrplaw.com -- at Laufer and Padjen
LLC.


INTERLINE BRANDS: S&P Lowers Rating on $300MM Sr. Notes to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Interline
Brands Inc.'s $300 million senior subordinated notes to 'B+' (same
level as the corporate credit rating of Interline Brands Inc.
(Delaware Corp.)) from 'BB'. "The recovery rating on the notes
remains '4', indicating our expectation for average (30% to 50%)
recovery in the event of payment default," S&P said.

"We removed all of our ratings on Interline Brands Inc. from
CreditWatch, where we placed them with negative implications, on
May 30, 2012. At the same time, we withdrew our 'BB' corporate
credit rating on Interline Brands Inc.," S&P said.

"The rating actions follow Interline's recent announcement that
its acquisition by affiliates of Goldman Sachs Capital Partners
and P2 Capital Partners LLC was completed as expected and as
previously outlined. As a result, Interline Brands Inc. (Delaware
Corp.) (B+/Stable/--) is the surviving entity rated by Standard &
Poor's," S&P said.


IPC SYSTEMS: Moody's Affirms B3 CFR; Rates $230MM Term Loans B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to IPC Systems,
Inc.'s approximately $230 million of new first lien term loans
(Tranche C term loans) and affirmed IPC's B3 corporate family and
probability of default ratings and the B1 and Caa2 ratings for the
company's first and second lien credit facilities, respectively.
Moody's also assigned a B1 rating to IPC's $20 million of
revolving credit facility the maturity date for which was extended
to May 2017, effective May 7, 2012. The outlook for IPC's ratings
is stable.

IPC will use the net proceeds of the Tranche C term loans to
refinance the portion of existing first lien term loans maturing
in 2014 which were not extended as part of the amend and extend
offer in March 2012. The Tranche C term loans will have a maturity
date of July 2017. However, under the proposed terms of the
offering, unless IPC completes a qualifying IPO on or prior to
February 28, 2015, the maturity date for the Tranche C will become
February 28, 2015, if on such date (a) consolidated leverage
equals to or exceeds 4.5x and (b) more than $100 million of second
lien term loans remain outstanding. Moody's will withdraw the
ratings for the existing first lien term loans due in May 2014
upon full repayment and cancellation.

Moody's has taken the following rating actions:

  Issuer: IPC Systems Inc.

Ratings Assigned:

  First lien Tranche C term loans due February 2015/July 2017 --
  B1, LGD3 (32%)

  $20 million revolving credit facility due November 2014/May
  2017 -- B1, LGD3 (32%)

Ratings Affirmed:

  Corporate Family Rating -- B3

  Probability of Default Rating -- B3

  $70 million secured revolver due May 2013 -- B1, LGD3 (32%,
  changed form 33%)

  Approximately $372 million Extended B-1 Tranche First lien
  secured credit facility due February 2015/July 2017 -- Affirmed
  B1, LGD3 (32%, changed form 33%)

  First lien secured credit facility due 2014 -- Affirmed B1,
  LGD3 (32%, changed form 33%), To be withdrawn

  $315 million second lien secured credit facility due 2015 --
  Affirmed Caa2, LGD5 (85%, changed from 86%)

Outlook -- Stable

Ratings Rationale

A successful execution of the proposed refinancing will improve
IPC's debt maturity profile, although the company's annual
interest expense is expected to increase slightly. The extension
of debt maturities through at least February 2015 will provide IPC
additional time to grow profitability and reduce leverage to more
sustainable levels. Conversely, Moody's notes that IPC's credit
profile will be negatively affected if the company is unable to
execute the refinancing as currently contemplated and if a
meaningful amount of first lien term loans with 2014 maturities
remain outstanding.

The B3 corporate family rating primarily reflects IPC's high
financial leverage, especially in the context of the cyclical
demand for its trading systems product by financial services
firms. Moody's expects IPC's debt leverage to remain elevated in
the 6.5x to 7.0x range (Moody's adjusted Total Debt-to-trailing
twelve months EBITDA) in the next 12 to 18 months as a result of
the ratings agency's expectations for tepid demand for upgraded
trading turret systems and voice circuits by financial services
firms, especially larger institutions, which continue to face a
very challenging operating environment. The rating additionally
considers IPC's small scale relative to its primary competitors in
its trading systems and network services business segments.

The B3 rating is supported by IPC's leading market position as a
supplier of specialized telephony systems to traders and brokers
in the financial services industry, and the company's historically
long standing relationships with its key customers.

The stable outlook reflects Moody's expectations that IPC is
successful in its refinancing efforts, that the company should
produce free cash flow of about 5% of total adjusted debt in the
next 12 months and that it will maintain good liquidity mainly
comprising cash balances and free cash flow.

Given the expectations of high leverage persisting in the near
term, a ratings upgrade is unlikely over this period. However,
Moody's could upgrade IPC's ratings if the company demonstrates
sustained revenue and earnings growth and if Moody's believes that
IPC could maintain Total Debt-to-EBITDA leverage below 5.5x and
produce free cash flow of about 8% to 10% of its total debt.

IPC's ratings could be downgraded if the company's liquidity
deteriorates, the company faces increasing refinancing risks, or
an erosion in revenue or profitability causes IPC's Total Debt-to-
EBITDA leverage to increase toward 7.0x or free cash flow declines
to the low single digit percentages of total debt for an extended
period of time.

The principal methodology used in rating IPC Systems was the
Global Communications Equipment Industry Methodology published in
July 2008. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

IPC Systems, Inc., headquartered in Jersey City, New Jersey,
provides voice trading products, systems and network services to
the financial services industry. IPC was acquired by funds
affiliated to private equity firm Silverlake Partners in 2006.


IPC SYSTEMS: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Jersey City, N.J.-based IPC Systems Inc. to stable from positive.
"At the same time, we affirmed our 'B-' corporate credit rating on
the company," S&P said.

"We also assigned our 'B-' issue-level rating and '3' recovery
rating to the company's proposed $230 million first-lien term
loan. Under our base-case scenario, we assume the new term loan
will mature in 2017, although the maturity would be accelerated to
2015 if the majority of the company's second-lien term loan is not
refinanced beforehand. IPC would use the proposed loan to
refinance approximately $187 million of tranche B-1 term loans and
approximately 22.4 million of tranche B-2 term loans due 2014,
and pay transaction fees. The '3' recovery rating indicates our
expectation for meaningful (50%-70%) recovery in the event of a
payment default," S&P said.

"We rate IPC's revolving credit facility and its existing first-
lien term loan the same as the proposed first-lien term loan: at
'B-' with a recovery rating of '3'. We rate the second-lien term
loan 'CCC' with a recovery rating of '6', indicating expectations
for negligible (0%-10%) recovery," S&P said.

"The outlook revision to stable from positive reflects our view
that IPC will be unable to reduce leverage to levels sufficient
for an upgrade because of the difficult operating environment
facing most of its customers," said Standard & Poor's credit
analyst Michael Weinstein. "The company has experienced a
meaningful decline in bookings of new trading systems, causing a
reduced backlog of installations for IPC during the 2012 fiscal
year."

"The company's relatively high customer concentration and niche
focus on the financial services industry leaves IPC susceptible to
sudden drops in demand, which it experienced in 2009 and, in our
view, will continue to face in 2012 and 2013 as the backlog of new
trading system installations runs off. With many financial
institutions scaling back capital markets platforms due to
heightened global regulatory pressure and lower trading volumes,
our base-case scenario is that IPC will face a challenging
environment for system installations over the next couple of
years."

"The stable outlook reflects our expectation that IPC will face a
challenging environment for system installations over the next
couple of years, but that FOCF will remain positive and liquidity
adequate. IPC's concentration of customers solely in the financial
services industry makes it susceptible to ongoing regulatory and
operating challenges that will likely confront its customer base
for an extended period. Meaningful declines in new trading system
bookings, combined with negative FOCF generation, could lead to a
downgrade, although we do not believe this scenario is likely
because over 70% of the company's revenue base is contracted and
recurring. A reduction in adjusted leverage to 6x or lower would
support an upgrade, although this also appears unlikely in the
near term given the difficult operating environment facing
financial institutions," S&P said.


JARDEN CORP: S&P Gives 'B' Rating on $450MM Sr. Convertible Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Rye, N.Y.-
based diversified consumer products provider Jarden Corp.'s
proposed $450 million senior subordinated convertible notes due
2018, issued under Rule 144A without registration rights. "We
rated the new subordinated notes 'B' (two notches below our 'BB-'
corporate credit rating on the company) with a recovery rating of
'6', indicating expectations of negligible (0% to 10%) recovery in
the event of a payment default," S&P said.

"Jarden has indicated that it will use up to $125 million of the
net proceeds from the proposed note offering for the repurchase of
its common stock, with the remaining proceeds for general
corporate purposes. We expect net proceeds not used for share
repurchases will be used for debt reduction over the next year.
Jarden had about $3.4 billion of debt outstanding as of June 30,
2012," S&P said.

"The 'BB-' corporate credit rating on Jarden reflects our
assessment of its business risk profile as 'fair' and financial
risk profile as 'aggressive'. Key credit factors in our business
risk assessment include Jarden's diversified business portfolio,
well-recognized brand names, good market positions in numerous
household product categories, and participation in several highly
competitive businesses. We considered Jarden's leveraged financial
profile, strong liquidity, and active acquisition strategy in our
financial risk assessment. Credit measures will weaken somewhat
following the issuance of the proposed notes, but will remain
within the indicative ratio ranges for an aggressive financial
risk profile, which include leverage, as measured by the ratio of
adjusted debt to EBITDA, of 4x to 5x and funds from operations
(FFO) to adjusted debt of 12% to 20%. For the 12 months ended June
30, 2012, we estimate leverage will increase to about 4.8x, from
4.4x and FFO to adjusted debt will decline to about 13%, from
14.7%," S&P said.

Rating List
Jarden Corp.
  Corporate credit rating                        BB-/Stable/--

New Rating
Jarden Corp.
Subordinated
  $450 mil. convertible notes due 2018           B
    Recovery rating                              6


K-V PHARMACEUTICAL: Wants to Hire Epiq as Administrative Agent
--------------------------------------------------------------
K-V Discovery Solutions, Inc., et al., ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
employ Epiq Bankruptcy Solutions, LLC as administrative agent.

Epiq will, among other things:

   a. assist with, among other things, solicitation, balloting,
      tabulation and calculation of votes, as well as preparing
      any appropriate reports, as required in furtherance of
      confirmation of plan(s) of reorganization;

   b. generate an official ballot certification and testify, if
      necessary, in support of the ballot tabulation results; and

   c. gather data in conjunction with the preparation, and assist
      with the preparation, of the Debtors' schedules of assets
      and liabilities and statements of financial affairs.

Prior to the Petition Date, Epiq received a retainer of $10,000
from the Debtors.

To the best of the Debtors' knowledge, Epiq is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Debtors earlier obtained approval to employ EPIQ as claims and
noticing agent.

                     About K-V Pharmaceutical

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five persons to serve in the Official
Committee of Unsecured Creditors.


K-V PHARMACEUTICAL: Wants to Hire Ernst & Young as Tax Advisor
--------------------------------------------------------------
K-V Discovery Solutions, Inc., et al., ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
employ Ernst & Young LLP, as tax advisor.

EY LLP will, among other things:

   i) provide advice regarding the tax implications of the
      Debtors' bankruptcy restructuring alternatives and post-
      bankruptcy operations;

  ii) assist the Debtors in understanding reorganization or
      restructuring alternatives they are considering that may
      result in a change in the equity, capitalization or
      ownership of the shares of the Debtors or their assets; and

iii) advise with respect to the calculations related to historic
      changes in ownership of Debtors' stock that may restrict the
      use of tax attributes (such as net operating loss, capital
      loss and credit carry forwards and built-in losses) and the
      amount of any such limitation.

The Debtors have filed or intend to file applications to retain
(a) Willkie Farr & Gallagher LLP as general bankruptcy counsel;
(b) Jefferies & Company, Inc. as investment banker and financial
advisor; (c) SNR Denton US LLP as special litigation counsel; (d)
Williams & Connolly LLP as special litigation counsel; (e) Alvarez
& Marsal North America, LLC as financial advisor; and (f) Epiq
Bankruptcy Solutions, LLC as administrative agent.  The Debtors
relate that each of the firms will work under the direction of the
Debtors' management.  EY LLP is prepared to work with the Debtors
to ensure that there is no unnecessary duplication of effort or
cost.

The hourly rates of EY LLP's personnel are:

   Partner/Principal                               $600
   Partner/Principal and Executive Director        $525
   Senior Manager                                  $430
   Manager                                         $375
   Senior                                          $275
   Staff                                           $190

To the best of the Debtors' knowledge, EY LLP does not have an
interest adverse to the interest of the estate or of any class of
creditors or equity security holders.

                     About K-V Pharmaceutical

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five persons to serve in the Official
Committee of Unsecured Creditors.


LAKESIDE PLACE: Developers Buy Building Out of Receivership
-----------------------------------------------------------
Michelle Jarboe McFee at The Plain Dealer reports that developers
Fred and Greg Geis plan to buy a downtown Cleveland office
building out of receivership, establishing their foothold in the
city's central business district.

Suburban developers with a growing presence in the city, the Geis
brothers will buy Lakeside Place, a four-story building at 323 W.
Lakeside Ave., and will open a property-management office there,
according to The Plain Dealer.

The report relates that the move comes as the Geis Cos. is trying
to lease 20 acres of city-owned land near Burke Lakefront Airport
for an office development -- the first big chunk of Cleveland's
new lakefront plan.

The 87,000-square-foot building slipped into foreclosure last year
and is being sold through a court-appointed receiver.

The sale is set to close late this month, Greg Geis said, The
Plain Dealer discloses.

The Cuyahoga County Fiscal Office estimates that the property is
worth $6.8 million, the report relates.


LAUREATE EDUCATION: Moody's Corrects Sept. 21 Rating Release
------------------------------------------------------------
Moody's Investors Service corrects its database to reflect that
the upsize to the Laureate Education, Inc. Senior Secured Credit
Facility, initially regarded in Moody's September 21, 2009 Press
Release titled 'Moody's affirms Laureate's B2 CFR' as an add-on to
the Term Loan B, was issued by Laureate as a Series A New Term
Loan due August 2014. At issuance, the original size of this term
loan was $280,000,000. On June 16, 2011, Laureate amended and
restated its credit agreement. As part of that amendment,
$17,558,000 of the Series A New Term Loan due August 2014 remained
outstanding, and as of December 31, 2011, the outstanding balance
for this term loan was $17,425,000.

The complete rating history for the Series A New Term Loan due
August 2014 is as follows:

  September 21, 2009 - B1 (LGD3, 43%) assigned;

  July 17, 2012 -- B1 rating affirmed, point estimate revised to
  LGD3, 40%.

At the same time, Moody's corrects the text for the July 17, 2012
Press Release titled 'Moody's affirms Laureate's B2 CFR; assigns
Caa1 rating to proposed senior notes'. In that Press Release, in
the list of affirmed ratings, for the $1,118 million senior
secured term loan due 2018 and the $164 million senior secured
loans due 2014, point estimate was corrected to LGD3, 40% from
LGD5, 40% and to LGD3, 43% from LGD5, 43%.


MERITAGE HOMES: Fitch Rates Proposed $100 Million Sr. Notes 'BB-'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR3' rating to Meritage Homes
Corporation's (NYSE: MTH) proposed offering of $100 million
principal amount of convertible senior unsecured notes due 2032.
This issue will be rated on a pari passu basis with all other
senior unsecured debt.  Net proceeds from the notes offering will
be used for working capital and general corporate purposes.  The
Rating Outlook is Stable.

The ratings and Outlook for MTH are influenced by the company's
execution of its business model, conservative land policies,
geographic and product line diversity, acquisitive orientation and
healthy liquidity position.

Builder and investor enthusiasm have for the most part surged so
far in 2012.  However, national housing metrics have not entirely
kept pace.  Year-over-year comparisons have been solidly positive
on a consistent basis.  Yet, month to month the national
statistics (single-family starts, new home, and existing home
sales) have been erratic and, at times, below expectations.  In
any case, year to date these housing metrics are well above 2011
levels.  As Fitch has noted in the past, recovery will likely
occur in fits and starts.  (MTH reported net order growth of 43%
for the six months ended June 30, 2012, far exceeding national
data and implying market share gains.)

Fitch's housing forecasts for 2012 have been raised since early
spring but still assume only a moderate rise off a very low
bottom.  In a slowly growing economy with relatively similar
distressed home sales competition, less competitive rental cost
alternatives, and new home inventories at historically low levels,
single-family housing starts should improve about 12%, while new
home sales increase approximately 10.5% and existing home sales
grow 5.6%.  Further moderate improvement is forecast for 2013.

MTH's sales are reasonably dispersed among its 15 metropolitan
markets within seven states.  The company ranks among the top 10
builders in such markets as Houston, Dallas/Fort Worth, San
Antonio and Austin, TX; Orlando, FL; Phoenix, AZ; Riverside/San
Bernardino, CA; Denver, CO; and Sacramento, CA.  The company also
builds in the East Bay/Central Valley, CA; Las Vegas, NV; Inland
Empire, CA; Tucson, AZ; and Raleigh-Durham, NC.  MTH also recently
announced its entry into the Charlotte, North Carolina market with
operations anticipated to commence during the second half of 2012.
Currently, about 65%-70% of MTH's home deliveries are to first-
and second-time trade-up buyers, 30%-35% to entry-level buyers,
less than 5% are to luxury home buyers and less than 5% to active
adult (retiree) buyers.

MTH employs conservative land and construction strategies.  The
company typically options or purchases land only after necessary
entitlements have been obtained so that development or
construction may begin as market conditions dictate.

Under normal circumstances MTH extensively uses lot options, and
that is expected to be the future strategy in markets where it is
able to do so.  The use of non-specific performance rolling
options gives the company the ability to renegotiate price/terms
or void the option, which limits downside risk in market downturns
and provides the opportunity to hold land with minimal investment.

However, as of June 30, 2012, only 17% of MTH's lots were
controlled through options - a much lower than typical percentage
due to considerable option abandonments and write-offs in recent
years. Additionally, there are currently fewer opportunities to
option lots and, in certain cases, the returns for purchasing lots
outright are far better than optioning lots from third parties.

Total lots controlled, including those optioned, were 17,586 at
June 30, 2012.  This represents a five-year supply of total lots
controlled based on trailing 12-months deliveries.  On the same
basis, MTH's owned lots represent a supply of 4.1 years.

MTH successfully managed its balance sheet during the severe
housing downturn, allowing the company to accumulate cash and pay
down its debt as it pared down inventory.  The company had
unrestricted cash of $81.6 million and investments and securities
of $103.8 million at June 30, 2012.  The company's debt totaled
$596.1 million at the end of the second quarter.  MTH has no major
debt maturities until April 2017, when approximately $100 million
of senior subordinated notes mature.

In July 2012, the company completed a public offering of 2,645,000
shares of its common stock.  Net proceeds of $87.1 million will be
used for working capital and other general corporate purposes.
Additionally, MTH recently entered into a new $125 million
unsecured revolving credit facility due 2015.

These transactions, together with the proposed notes issuance,
provide the company with additional liquidity as Fitch expects MTH
to be cash flow negative in 2012 by about $125 million-$175
million as it continues to rebuild its land position.  Fitch
expects the company will increase its land spending in 2012 to
about $350 million-$400 million from the $246.6 million spent in
2011.  Through the first half of 2012, land and development
spending totaled approximately $191 million.  Fitch is comfortable
with this strategy given the company's liquidity position and debt
maturity schedule.  Fitch expects MTH over the next few years will
maintain liquidity (consisting of cash and investments and a
revolving credit facility) of at least $200 million-$250 million,
a level which Fitch believes is appropriate given the challenges
still facing the industry.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.

A negative rating action could be triggered if the industry
recovery dissipates; MTH's operating performance for this year is
well below Fitch's current forecast for revenues ($1 billion) and
modest pretax profits; and 2013 revenues drop high-single digits
while the pretax loss is significantly higher than 2011 levels;
and MTH's liquidity position falls sharply, perhaps below $200
million.  Positive rating actions may be considered if the
recovery in housing is better than Fitch's current outlook and
shows durability; MTH shows sustained improvement in credit
metrics; and the company continues to maintain a healthy liquidity
position.

Fitch has the following ratings for MTH with a Stable Outlook:

  -- Long-term Issuer Default Rating (IDR) at 'B+';
  -- Senior unsecured debt at 'BB-/RR3';
  -- Senior subordinated debt at 'B-/RR6'.

The Recovery Rating (RR) of 'RR3' on the company's senior
unsecured debt indicates good recovery prospects for holders of
these debt issues.  MTH's exposure to claims made pursuant to
performance bonds and joint venture debt and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debtholders.  The 'RR6' on MTH's senior
subordinated debt indicates poor recovery prospects in a default
scenario. Fitch applied a liquidation value analysis for these
RRs.


MERITAGE HOMES: Moody's Rates $100MM Senior Unsecured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Meritage Homes
Corporation's proposed $100 million convertible senior unsecured
notes due 2032, and a (P)B1 rating to senior unsecured shelf. In
the same rating action, Moody's affirmed the company's B1
corporate family and probability of default ratings, B1 rating on
the existing senior unsecured notes due 2020 and 2022, and SGL-2
speculative grade liquidity rating. The rating outlook is stable.

The following rating actions were taken:

Proposed $100 million convertible senior unsecured notes due 2032,
assigned B1, LGD3 - 48%;

Senior unsecured shelf rating, assigned (P)B1;

Corporate family rating, affirmed at B1;

Probability of default rating, affirmed at B1;

$196 million 7.15% senior unsecured notes due 2020, affirmed at
B1, LGD3 - 48%;

$300 million 7.0% senior unsecured notes due 2022, affirmed at B1,
LGD3 - 48%;

Speculative grade liquidity rating, affirmed at SGL-2.

The rating outlook is stable.

Ratings Rationale

The proposed $100 million converetible senior notes will be
guaranteed by all of Meritage's wholly owned subsidiaries, as are
the existing senior unsecured notes. The proceeds from the note
offering are expected to be used for general corporate purposes.
In July 2012, the company issued approximately $87 million of
common stock. As a result of the increase in both debt and equity,
the company's adjusted homebuilding debt to capitalization ratio
is expected to remain at approximately 56% at June 30, 2012.

The B1 corporate family rating reflects the relative stability of
Meritage's operating performance over the last two years, and
Moody's expectation that the company will generate improved
results over the next 12 to 18 months. In Moody's view, the
company will likely turn positive on a net income basis. The
rating is also supported by the company's moderate homebuilding
debt-to-capitalization ratio, healthy gross margins, modest land
supply and solid cash position.

Moody's recognizes, however, that despite many positive trends,
the homebuilding industry continues to be pressured by numerous
risk factors, and the rating agency anticipates the majority of
Meritage's credit metrics, including interest coverage and
returns, will remain weak in the near term, which constrains the
rating. Moody's expects cash flow from operations to be negative
and cash balances to decline as the company invests in land and
land development over the next 12 to 18 months. The rating also
reflects Meritage's reliance on its Texas operations, which
accounted for 46% of revenues in FY 2011, however declined to 36%
in the first half of FY 2012.

The SGL assessment takes into account internal and external
sources of liquidity, covenant compliance, and alterrnate sources
of liquidity. Meritage's SGL-2 rating indicates a good liquidity
profile, supported by a $186 million cash balance, availability
under a $125 million revolving credit facility, and by the lack of
near term debt maturities. However, liquidity is constrained by
the expected negative cash flow generation, lack of any
significant sources of alternate liquidity, and by the need to
comply with financial covenants in the credit facility agreement.

The stable outlook reflects Meritage's steady financial
performance, driven largely by an expansion of gross margins, and
Moody's view that the company will continue to generate improved
results over the next year, as demand continues to solidify. The
outlook also incorporates Moody's view that an improving operating
environment combined with expected capital structure discipline
should allow the company's debt leverage, currently at
approximately 56%, to improve over the next several years.

The ratings would be considered for an upgrade if the company's
homebuilding debt-to-capitalization ratio declined and was
maintained below 50%, if the company restored its healthy
profitability on a net income basis, and if the company were to
maintain solid liquidity.

The ratings could be lowered if the company jeopardized its
liquidity position by engaging in large land purchases or
substantial share buy-backs, experienced a material erosion in
pre-impairment operating performance, or reversed its recent trend
of booking fewer and smaller impairment charges, causing the
adjusted homebuilding debt-to-capitalization ratio to increase
above 60%.

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

Meritage Homes Corporation is the 8th largest homebuilder in the
U.S., primarily building single-family and attached homes in 15
metropolitan areas in Arizona, Texas, California, Nevada,
Colorado, Florida and North Carolina. Formerly known as Meritage
Corporation, the company was founded in 1985 and is headquartered
in Scottsdale, Arizona. Total revenues and consolidated net loss
for the twelve months ending June 30, 2012 were approximately $950
million and $12 million, respectively .


MERITAGE HOMES: S&P Rates New $100MM Convertible Senior Notes 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '3' recovery rating to Meritage Homes Corp.'s proposed
offering of $100 million of convertible senior notes due 2032.
"Our '3' recovery rating indicates our expectation for meaningful
(50%-70%) recovery prospects in the event of a payment default.
The outlook is stable," S&P said.

"The company plans to use the approximately $97 million in net
proceeds from the offering for general corporate purposes. Net
proceeds could increase to about $111.6 million if the
underwriters exercise their option to purchase up to an additional
$15 million in convertible notes," S&P said.

"The company is the issuer of the proposed 20-year (with a five-
year noncall provision) convertible senior notes which will be
unsecured senior obligations. The notes will be fully and
unconditionally guaranteed by all wholly-owned subsidiaries on a
joint and several basis," S&P said.

"Our ratings on Scottsdale, Ariz.-based Meritage reflect the
homebuilder's 'aggressive' financial profile as evidenced by
EBITDA-based credit metrics that remain weak for the current
rating. We do, however, expect these metrics to steadily improve
as evidenced in the six months ended June 30, 2012. In our view,
the company's adequate liquidity position and manageable capital
needs, following the recent refinancing of the company's 2015
senior notes, offset the currently weak EBITDA metrics. We
consider the company's business risk profile as 'weak,' given
Meritage's comparatively small and geographically concentrated
platform, which is more susceptible to operating volatility
relative to some larger, more diversified peers," S&P said.

"The stable outlook reflects our expectations for modest growth in
Meritage's unit volume at stable pricing to support current gross
margins and strengthen EBITDA. We also expect the company to
maintain an adequate liquidity position, including unrestricted
cash balances in the $200 million range, at least until such time
as EBITDA-derived credit metrics have more fully recovered from
their cyclical lows. We would consider an upgrade if strong market
conditions hold up and credit metrics continue to improve. We
would lower our ratings if EBITDA fails to strengthen from current
levels, which would likely be the result of a stalled recovery, to
which we currently ascribe a lower probability," S&P said.

RATINGS LIST

Meritage Homes Corp.
Corporate credit rating           B+/Stable/--

RATINGS ASSIGNED

Meritage Homes Corp.
  $100 million convertible notes   B+
   Recovery rating                 3


MF GLOBAL: Conoco Contends Letters of Credit Immune From Losses
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ConocoPhillips Co. rebutted arguments by the U.S.
Commodity Futures Trading Commission that letters of credit don't
give a commodity customer protection from losing collateral if the
broker goes bankrupt after misappropriating customer deposits.

According to the report, the issue is arising in the liquidation
of commodities broker MF Global Inc.  The trustee for MF Global
took the position that regulations promulgated by the CFTC prevent
Conoco from avoiding losses incurred by other customers because
Conoco posted $205 million in letters of credit rather than cash
as margin for trading accounts.  The CFTC filed papers in August
agreeing with the trustee and contending that the regulations
don't permit Conoco to avoid losses like those suffered by
customers who posted cash margin that subsequently disappeared.

The report relates that Conoco filed papers asking U.S. District
Judge Katherine B. Forrest to remove the dispute from bankruptcy
court, contending the resolution of the question turns on
interpretation of the Commodity Exchange Act that's beyond the
competence of the bankruptcy court.  Conoco filed papers this week
answering the CFTC contentions on the ultimate question of whether
uncashed letters of credit must be treated like cash margin
deposits.  Conoco says that only proceeds of letters of credit are
treated like cash margin.  Because the letters of credit were
never drawn, Conoco says it has avoided losses incurred by other
customers.

The report notes that in the brief filed this week in Judge
Forrest's court, Conoco contends that the dispute turns on non-
bankruptcy law like the CEA and therefore must be resolved in
district court without even an advisory opinion from the
bankruptcy court.  The MF Global trustee believes there are no
undecided questions of non-bankruptcy law because the CFTC
regulations are clear on their face.  Conoco argued that the CFTC
has no right to regulate letters of credit.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm was also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MF GLOBAL: Trustees Deny Layoffs Stepped on WARN Act
----------------------------------------------------
Natalie Rodriguez at Bankruptcy Law360 reports that trustees for
MF Global Holdings Ltd. and its broker-dealer argued in New York
bankruptcy court Wednesday that the companies' mass layoffs did
not run afoul of the Worker Adjustment and Retraining Notification
Act and that two putative class actions alleging so should be
dismissed.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than
70 exchanges around the world.  The firm was also one of 22
primary dealers authorized to trade U.S. government securities
with the Federal Reserve Bank of New York.  MF Global's roots go
back nearly 230 years to a sugar brokerage on the banks of the
Thames River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MGIC INVESTMENT: S&P Lowers Rating on 9% Jr. Debentures to 'C'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue rating on
MGIC Investment Corp.'s 9% convertible junior subordinated
debentures to 'C' from 'CC'. The issuer ratings on MGIC Investment
Corp. (MGIC), Mortgage Guaranty Insurance Corp., its other
operating companies, and the outstanding 2015 and 2017 debentures
are unaffected by this rating action.

"On Sept. 11, 2012, MGIC sent notice to the holders of the
debentures that it planned to defer to Oct. 1, 2022, the interest
payment that was scheduled to be paid on Oct. 1, 2012. Under the
terms of the indenture, MGIC has the option to defer interest for
one or more consecutive interest periods up to 10 years without
giving rise to an event of default. We assign a 'C' rating to
subordinated debt instrument obligations on which cash payments
have been suspended in accordance with the instrument's terms,"
S&P said.

RATINGS LIST
MGIC Investment Corp. (Unsolicited Ratings)
Counterparty Credit Rating           CCC/Negative/--

Ratings Lowered                   To         From
MGIC Investment Corp.
  Junior Subordinated Debt        C          CC


MONEY TREE: Burr & Forman Approved as Conflicts Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama has
approved Small Loans, Inc., et al.'s amended application for
authorization to employ Burr & Forman LLP as conflicts counsel for
the Debtors, nunc pro tunc to Feb. 20, 2012.

The Chapter 11 Trustee and the Official Committee of Unsecured
Creditors agreed to the approval of Burr & Forman's employment for
the work performed by the firm.  All parties agreed on the
compensation of Burr & Forman for such work in the amount of
$14,500.

Accordingly, Burr & Forman has an allowed administrative expense
claim in the amount of $14,500, to be paid pro rata with other
professional fees and administrative expenses in this case.

As reported in the TCR on June 21, 2012, Burr & Forman asked the
Court to reconsider its order dated April 27, 2012, in which the
Court denied the request of Small Loans to employ the firm as
conflicts counsel or, in the alternative, to amend the Order to
allow for payment of Burr & Forman's fees and expenses through
April 27 for work done which directly benefited the Debtors'
estates.

The Debtors had sought to employ Burr & Forman to represent them
where Baker Donelson Bearman Caldwell & Berkowitz, the Debtors'
counsel, has an actual or business conflict that prevents it from
representing the Debtors.

                         About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree (TMT) (estimated total: $586,676) were to receive 95%
of their Allowed Claim.  Meanwhile, Holders of General Unsecured
Claims of The Money Tree of Georgia (TMG) (estimated total:
$680,000); General Unsecured Claims of The Money Tree of Louisiana
(TML) (estimated total: $358,000); General Unsecured Claims of The
Money Tree of Florida (TMF) (estimated total: $73,000); and
General Unsecured Claims of Small Loans (estimated total:
$229,000) will each receive 25% of their Allowed Claim.

The Plan proposes to create a Liquidating Trust, of which
$15,200,000 will be for the benefit of Holders of TMT Subordinated
Debt (estimated total: $71,331,673) and TMG Subordinated Debt
(estimated total: $22,398,010).  About 90% of the funds will flow
to Holders of TMT Subordinated Debt and the Debtors estimate the
total payment over 10 years will equal roughly 19% recovery for
this class.  The remaining 10% will flow to Holders of TMG
Subordinated Debt.  The Debtors estimate the total payment over 10
years will equal 6.8% recovery for this class.

The Equity Interests in the Debtors will be canceled.

The Plan does not affect, and will not result in the consolidation
and liquidation of, entities wholly owned by the Debtors,
including, without limitation, Best Buy Autos of Bainbridge Inc.,
The Money Tree/Vanmart, Inc., Buyer's Choice Motor Company,
Buyer's Choice Finance Company, and Money to Lend, Inc.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.  Daniel D.
Sparks, Esq., Eric J. Breithaupt, Esq., and Bradley R. Hightower,
Esq., at Christian & Small LLP, represent the Trustee.


MONEY TREE: Court Okays Trustee's Sale of Beechcraft B58 Aircraft
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama has
granted S. Gregory Hays, the Chapter 11 bankruptcy trustee
appointed in the Chapter 11 cases of Small Loans, Inc., et al.,
permission to employ International Aviation Marketing, as aircraft
broker for the Chapter 11 Trustee.  The Court also approved the
Chapter 11 Trustee's sale under Section 363(f) of the Bankruptcy
Code of a 1975 Beechcraft B58 Baron N72624 SN: TH-579 aircraft to
any third party buyer selected by the Trustee so long as the price
paid by the buyer nets at least $90,000 to the Debtors' estates
and the Unsecured Creditors Committee approves the sale.

As reported in the TCR on June 22, 2012, the Chapter 11 Trustee
sought to employ International Aviation and set the terms under
which the Trustee may sell the Aircraft so that the Trustee does
not have to come back to the Court again once the Trustee finds a
buyer for the Aircraft.  The principal reason for the request is
that a buyer may not want to wait 21 days for sale approval and
may discount its offer if the buyer faces competitive bidding in
court.

The Chapter 11 Trustee said it would enter into an agreement with
International Aviation whereby the Firm will be paid a success fee
equal to 5% of the gross price paid for the Aircraft.  The Trustee
further proposes to reimburse International Aviation for its
actual and necessary expenses in an amount not to exceed $7,500 so
long as the price for which the Aircraft is sold nets at least
$90,000 for the estates.  The estates may incur these expenses for
fuel, a pilot for moving the Aircraft, and for test flights.
Flight insurance will also be provided by the broker, which is not
currently in place for the Aircraft.  This compensation is
consistent with the fees charged by International Aviation in
bankruptcy and non-bankruptcy matters of this type.

The professional services that International Aviation will render
may include, but are not limited to:

    (a) identifying and contacting potential purchasers who may be
        interested in buying the Aircraft;

    (b) managing the sale process and assisting the Trustee In
        closing any sale transaction.

                         About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree (TMT) (estimated total: $586,676) were to receive 95%
of their Allowed Claim.  Meanwhile, Holders of General Unsecured
Claims of The Money Tree of Georgia (TMG) (estimated total:
$680,000); General Unsecured Claims of The Money Tree of Louisiana
(TML) (estimated total: $358,000); General Unsecured Claims of The
Money Tree of Florida (TMF) (estimated total: $73,000); and
General Unsecured Claims of Small Loans (estimated total:
$229,000) will each receive 25% of their Allowed Claim.

The Plan proposes to create a Liquidating Trust, of which
$15,200,000 will be for the benefit of Holders of TMT Subordinated
Debt (estimated total: $71,331,673) and TMG Subordinated Debt
(estimated total: $22,398,010).  About 90% of the funds will flow
to Holders of TMT Subordinated Debt and the Debtors estimate the
total payment over 10 years will equal roughly 19% recovery for
this class.  The remaining 10% will flow to Holders of TMG
Subordinated Debt.  The Debtors estimate the total payment over 10
years will equal 6.8% recovery for this class.

The Equity Interests in the Debtors will be canceled.

The Plan does not affect, and will not result in the consolidation
and liquidation of, entities wholly owned by the Debtors,
including, without limitation, Best Buy Autos of Bainbridge Inc.,
The Money Tree/Vanmart, Inc., Buyer's Choice Motor Company,
Buyer's Choice Finance Company, and Money to Lend, Inc.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.  Daniel D.
Sparks, Esq., Eric J. Breithaupt, Esq., and Bradley R. Hightower,
Esq., at Christian & Small LLP, represent the Trustee.


MORRIER RANCH: Sold Yakima Property to Fund Hop Crop
----------------------------------------------------
Morrier Ranch, Inc., sold its property in Yakima County,
Washington property, to Roy Farms, Inc. for $400,000.  The Debtor
said the proceeds would be used to pay for the ongoing operation
in farming the 2012 hop crop.  The Debtor said it has been unable
to obtain financing to continue its operation from any source.
The quick sale was approved in June.

Yakima, Washington-based Morrier Ranch, Inc., aka Morrier Hop
Storage, filed for Chapter 11 bankruptcy (Bankr. E.D. Wash. Case
No. 12-00179) on Jan. 17, 2012.  Judge Patricia C. Williams
presides over the case, taking the assignment from Judge Frank L.
Kurtz.  James P. Hurley, Esq., at Hurley & Lara, serves as the
Debtor's counsel.  In its schedules, the Debtor disclosed $19.7
million in total assets and $6.02 million in total liabilities.


MSR RESORT: Hikes DIP Financing by $10 Million
----------------------------------------------
MSR Resort Golf Course LLC, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York for entry of interim and
final orders authorizing certain of the Debtors to, among other
things, expand their existing debtor-in-possession financing
facility.

The Debtors relate that the expanded and extended debtor-in-
possession financing facility will on the same favorable terms as
the debtor-in-possession facility that the Court approved at the
beginning of the chapter 11 cases, again in January 2012 and June
2012.

The Debtors' needs for debtor-in-possession financing will exceed
the existing $65 million commitment.  The Debtors require an
additional $10 million of DIP financing at this time.  Expanding
the existing DIP facility by $10 million will allow the Debtors to
continue to satisfy certain obligations, undertake capital
expenditures, and satisfy the costs of administering the chapter
11 cases and certain other portfolio-level expenses that arise
over the next few months. The Debtors are not requesting an
extension of the existing Dec. 31, 2012, maturity date at this
time.

The material terms of the expanded postpetition financing include:

DIP Facility Debtors:           MSR Biltmore Resort, LP; MSR Grand
                                Wailea Resort, LP; MSR Desert
                                Resort, LP; MSR Resort Hotel, LP;
                                MSR Resort Silver Properties, LP;
                                MSR Claremont Resort, LP; and MSR
                                Resort Golf Course LLC

DIP Facility Lenders:           CNL DIP Recovery Acquisition, LLC
                                and Five Mile Capital II Equity
                                Pooling LLC

Co-Agents:                      CNL DIP Recovery Acquisition, LLC
                                and Five Mile Capital II CNL DIP
                                Administrative Agent LLC.

Interest Rate:                  Subject to the Default Rate, the
                                Alternate Rate of Interest, and
                                the Maximum Lawful Rate of
                                Interest, the Loans will accrue
                                interest at a rate per annum equal
                                to the LIBO Rate plus 3%.

Default Interest Rate:          1% per annum above the then-
                                applicable interest rate.

As adequate protection from any diminution in value of the
lender's collateral, the Debtors will grant the lender:

   -- a perfected, first-priority security interest and lien upon
      all pre- and post-petition property of the DIP Facility
      Debtors; and

   -- a superpriority administrative expense claim status, subject
      to carve out on certain expenses.

A hearing on Sept. 25, 2012 at 11 a.m. has been set.

                         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.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NATIONAL HOLDINGS: Receives Add'l $2 Million Financing from NSGP
----------------------------------------------------------------
On Sept. 5, 2012, National Holdings Corporation received
additional $2 million in financing pursuant to an amendment of the
Securities Purchase Agreement, among the Company, National
Securities Growth Partners LLC and Bryant Riley, a director of the
Company.  Pursuant to the Amended SPA, NSGP purchased an
additional 6% convertible subordinated promissory note in the
original principal amount of $1 million and Mr. Riley purchased a
10% subordinated promissory note in the original principal amount
of $1 million.  In addition, under the terms of the Amended SPA,
NSGP is no longer obligated to complete the previously announced
third and final private placement for $6 million.

As part of this transaction, Robert Fagenson and Mark Klein each
were appointed as Co-Executive Chairmen.

The proceeds of the September 2012 Notes were used to satisfy $1.2
million of outstanding indebtedness held by affiliates of St.
Cloud Partners, L.P., evidenced by the 10% senior subordinated
convertible promissory note in the principal amount of $3 million
issued pursuant to that certain Purchase Agreement, dated as of
June 30, 2008, by and between the Company and St. Cloud.  The
remaining proceeds will be used for general corporate purposes.
In addition, St. Cloud was granted a security interest in all
shares of stock of National Asset Management, Inc., held by the
Company.

The aggregate principal amount of the each of the September 2012
Notes issued in the private placement was $1 million.  Each of the
September 2012 Notes (i) bears interest at 6% per annum (10% in
the case of the Subordinated Note) payable upon maturity or, in
the case of the September 2012 Convertible Note, upon conversion;
(ii) is subordinated to existing senior indebtedness of the
Company, and (iii) is secured by any net proceeds received by the
Company after paying off any senior indebtedness in the event any
holder of senior indebtedness forecloses on the common stock of
National Asset Management, Inc.  As part of this financing, the
terms of the 6% convertible promissory notes in original principal
amounts of $3.3 million and $.7 million previously issued to NSGP
in March and April 2012, respectively, were amended to contain
terms identical to the terms of the September 2012 Convertible
Note.

The September 2012 Notes mature on the earlier to occur of (i) 10
business days after delivery by the holder thereof of a notice of
maturity (which notice of maturity may not be issued prior to
Aug. 13, 2013), or (ii) March 31, 2015; provided that upon
completion of a restructuring of the capital of the Company in a
manner satisfactory to the holder, in its sole discretion, the
maturity date shall be March 31, 2015.  In addition, if the
Company consummates any equity or equity-link financing without
the consent of the respective holders of the September 2012 Notes,
that holder's note will mature as of the date of closing of such
financing.

The September 2012 Convertible Note is convertible into units of
the Company consisting of (a) Series E Preferred Stock, (b) a
warrant exercisable at $0.50 for shares of Common Stock equal to
100% of the shares of Common Stock underlying the Series E
Preferred Stock issuable upon conversion of the September 2012
Convertible Note.  The number of Units to be issued upon such
conversion will be equal to the quotient obtained by dividing (i)
the principal amount plus accrued interest of the Note being
converted by (ii) $50.  The terms of the Warrants will be similar
to those that would be issued upon conversion of the April 2012
Convertible Notes.

As a condition to the purchase of the September 2012 Notes, the
Company and NSGP also entered into an Amended and Restated
Registration Rights Agreement on Sept. 5, 2012, to conform to the
above terms of this financing.

                       About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company had a net loss of $4.7 million on $126.5 million
of total revenues for fiscal year ended Sept. 30, 2011, compared
with a net loss of $6.6 million on $111.0 million on total
revenues for fiscal 2010.

The Company's balance sheet at June 30, 2012, showed $15.51
million in total assets, $18.63 million in total liabilities,
$26,000 in non-controlling interest and a $3.14 million in total
National Holdings Corporation stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Sept. 30, 2011, Sherb & Co., LLP, in
Boca Raton, Florida, expressed substantial doubt about National
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant losses
and has a working capital deficit as of Sept. 30, 2011.

                        Bankruptcy Warning

The Company said in its quarterly report for the period ended
June 30, 2012, that its future is dependent on its ability to
sustain profitability and obtain additional financing.  If the
Company fails to do so for any reason, it would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.


NATURAL PORK: Files for Chapter 11 Amid Owners' Dispute
-------------------------------------------------------
Natural Pork Production II, LLP, filed a Chapter 11 petition
(Bankr. S.D. Iowa Case No. 12-02872) in Des Moines on Sept. 11.

"The Debtor has been insolvent since at least 2008 and is
currently insolvent under any applicable legal or accounting
standard. According to the Debtor's consolidated financial
statements, the partnership has deficit balances in equity as of
July 31, 2012.  The Debtor may currently be in default of certain
loan covenants to outside lenders and may be unable to continue as
a going concern," says Lawrence Handlos, managing partner of the
Debtor.

Mr. Handlos signed the Chapter 11 petition.

The Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules, a copy of which is available at:

     http://bankrupt.com/misc/iasb12-02872.pdf

Natural Pork derives income from operating hog farming facilities,
leasing hog farming facilities to tenants and investing in hog
farming ventures.  The primary operating assets are held by four
subsidiaries: North Harlan, LLC (5,000 head sow unit leased to
Southwest Pork, LLC), South Harlan, LLC (5,000 head sow unit
leased to Lawrence and Doris Handlos), Brayton, LLC (5,000 head
sow unit leased to Newell Pig II, LLP), and Crawfordsville, LLC
(10,000 head sow unit selling iso-wean piglets).  In addition, the
Debtor contracts to finish pigs at its Colfax, Indiana finishing
site and also owns facilities known as the Weihs Finisher (4,800
spaces) and Larsen Gilt Developer Unit (2,400 spaces), which are
leased to Mr. Handlos.

According to Mr. Handlos, the Debtor's current precarious
financial position has been exacerbated by the overreaching
conduct of certain dissociated equity holders.  After their
dissociation -- which occurred with full knowledge of the Debtor's
insolvency -- these dissociated equity holders, Mr. Handlos
claims, engaged, and caused the Debtor to engage, in a series of
self-interested and extraordinary transactions, including the
execution of a "Settlement and Intercreditor Agreement" ("SIA")
that purported to elevate dissociated equity interest holders to
the status of "secured creditors."  Among other things, the SIA
resulted in the distribution of more than $10.5 million to
dissociated equity holders, to the exclusion of the Debtor's other
stakeholders, and may have resulted in additional defaults under
the Debtor's senior secured credit facilities.

The Debtor is filing the petition to (1) provide for a more
efficient and equitable distribution of the partnership's assets;
(2) provide for "breathing room" to determine whether growth or
contraction of current operations is in the best interest of the
partnership's creditors and equity holders; and (3) provide for
judicial review of certain transactions between the Debtor and
certain of its dissociated equity holders that occurred before Mr.
Handlos was elected to serve as managing partner, including the
SIA and related distributions to dissociated equity holders.

On the petition date, the Debtor filed a motion to use cash
collateral and applications to employ (i) Person Jeffrey D. Goetz,
Esq. and Bradshaw, Fowler, Proctor & Fairgrave, P.C., as general
reorganization counsel; (ii) Person Falck and Associates, as
consultants; and Person Davis, Brown, Koehn, Shors & Roberts,
P.C., as attorneys.


NATURAL PORK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Natural Pork Production II, LLP
        fdba Natural Pork Production, LLC
         dba Crawfordsville, LLC
             Brayton, LLC
             South Harlan, LLC
             North Harlan, LLC
        P.O. Box 468
        Harlan, IA 51537

Bankruptcy Case No.: 12-02872

Chapter 11 Petition Date: September 11, 2012

Court: U.S. Bankruptcy Court
       Southern District of Iowa - Database (Des Moines)

Judge: Anita L. Shodeen

About the Debtor: Natural Pork derives income from operating hog
                  farming facilities, leasing hog farming
                  facilities to tenants and investing in hog
                  farming ventures.

Debtor's Counsel: Jeffrey D. Goetz, Esq.
                  DAVIS, BROWN, KOEHN, SHORS & ROBERTS, P.C.
                  801 Grand Avenue, Suite 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5817
                  Fax: (515) 246-5808
                  E-mail: bankruptcyefile@bradshawlaw.com

                         - and ?

                  Mark D. Walz, Esq.
                  DAVIS, BROWN, KOEHN, SHORS & ROBERTS, P.C.
                  4201 Westown Parkway, Suite 300
                  West Des Moines, IA 50266
                  Tel: (515) 246-7898
                  Fax: (515) 471-7898
                  E-mail: markwalz@davisbrownlaw.com

Scheduled Assets: $31,932,719

Scheduled Liabilities: $27,862,201

The petition was signed by Lawrence Handlos, managing partner.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Klaus Pohlman                      Trade Debt             $479,247
Route 1 Box 206
Crawfordsville, IN

Land O Lakes                       Trade Debt              $32,601
P.O. Box 504125
Saint Louis, MO 63150-4125

PIC                                Trade Debt              $29,171
33614 Treasury Center
Chicago, IL 60694-3600

Ceres Solutions                    Trade Debt               $9,515

McCord Electrical                  Trade Debt               $6,809

Duke Energy                        Trade Debt               $3,523

Berend Turf & Tractor              Trade Debt               $1,735

Ceres Solutions                    Trade Debt                 $670

Darlington Municipal Utilities     Trade Debt                 $652

Hog Slat, Inc.                     Trade Debt                 $646

B&K Smith Trucking, Inc.           Trade Debt                 $600

Waste Management of Central        Trade Debt                 $429
Indiana

Swine Health Services, LLC         Trade Debt                 $349

Hog Slat, Inc.                     Trade Debt                 $212

E.J. Prescott, Inc.                Trade Debt                 $174

Waste Management of Central        Trade Debt                 $150
Indiana

Verizon Wireless                   Trade Debt                 $138

Whitewater Valley REMC             Trade Debt                 $133

U Rent It Center, Inc.             Trade Debt                  $61

AT&T                               Trade Debt                  $59


NAVISTAR INTERNATIONAL: Disappointed With Icahn's 'Threats'
-----------------------------------------------------------
Navistar International Corporation issued a statement in response
to an open letter released to the press by Carl Icahn on Sept. 9,
2012.

"The Navistar Board takes its fiduciary duties very seriously and
is committed to acting in the best interest of the Company and all
of its shareholders.  Navistar has recently taken a number of
important actions, including appointing new leadership, defining
and beginning to implement a new clean engine solution,
accelerating cost reduction actions, and undertaking a review of
its non-core businesses, all with the goal of driving long-term
profitability and delivering shareholder value.

"Navistar maintains an ongoing dialogue with its shareholders, and
appreciates their input and views.  As such, after a year of
dialogue, we are extremely disappointed that Mr. Icahn has chosen
to pursue his unproductive tactics of threats, attacks, and
disruption rather than continuing constructive engagement,
particularly at this important time for Navistar.  Rest assured,
the Board and management have a clear path forward and are focused
on executing on their plan and delivering value to shareholders."

In a filing with the U.S. Securities and Exchange Commission,
Mr. Icahn maintained his comments are not threats but are serious
demands in light of his substantial investment in the Company.

"As that Board is well aware, I have a $330.9 million investment
in Navistar, a company with a market capitalization that has
fallen from just under $3.5 billion to $1.7 billion in the past 12
months," Mr. Icahn wrote.  Mr. Icahn made his first investment in
Navistar on Aug. 23, 2011.

In an open letter dated Sept. 9, 2012, Mr. Icahn expressed his
disappointment over the Board's action to appoint Lewis B.
Campbell as Executive Chairman of the Board and interim Chief
Executive Officer.  Mr. Icahn branded the choice of CEO as "worse
than ill-advised".  He said that the Board has made no attempt to
discuss the decision with shareholders.

Mr. Icahn also expressed his concerns about the future of
Navistar, a company that, in his opinion, "has become a poster
child for abysmal business decisions and poor corporate
governance."

He alleged the Board to having stood idly for the last three
years.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2012, showed
$11.14 billion in total assets, $11.50 billion in total
liabilities, and a $363 million total stockholders' deficit.

                           *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'B-' from 'B+'.  The rating downgrades for
NAV and NFC consider the negative impact of recent developments
including already weak operating results in 2012 that are likely
to be worse than previously expected by Fitch.


NAVISTAR INTERNATIONAL: Chief Product Officer to Exit Next Month
----------------------------------------------------------------
Deepak T. Kapur notified Navistar International Corporation of his
retirement from his position as Chief Product Officer of Navistar,
Inc., effective Oct. 31, 2012.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2012, showed
$11.14 billion in total assets, $11.50 billion in total
liabilities, and a $363 million total stockholders' deficit.

                           *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'B-' from 'B+'.  The rating downgrades for
NAV and NFC consider the negative impact of recent developments
including already weak operating results in 2012 that are likely
to be worse than previously expected by Fitch.


NEW ENGLAND BUILDING: Sept. 19 Hearing on Plan Disclosures
----------------------------------------------------------
New England Building Materials on Tuesday submitted a Second
Amended Plan of Reorganization.  The Debtor said its plan provides
for the fair and equitable treatment of all creditor claims.  The
Plan provides that TD Bank, N.A., is impaired -- it will be paid
in full on the effective date with regular interest but not late
fees, default interests and penalties.  Unsecured creditors will
split the $300,000 allocated to the liquidating trust and will
split the proceeds from Chapter 5 causes of action.  Existing
owner United Ventures, LLC won't receive anything on account of
its existing interests but United Ventures and new investor Oli
Lumber Company will receive 100% of the membership interests in
the reorganized Debtor in exchange for an investment in the sum of
$500,000 in cash.  The hearing scheduled for Sept. 11 has been
continued to Sept. 19.

A copy of the Plan is available for free at:

   http://bankrupt.com/misc/New_Eng_Building_Plan_091112.pdf

               About New England Building Materials

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.

The Debtor has obtained approval to hire Marcus, Clegg &
Mistretta, P.A., as counsel, and Windsor Associates as financial
consultant.  The Official Committee of Unsecured Creditors has
obtained approval to retain Bernstein, Shur, Sawyer, and Nelson,
P.A. as counsel and Spinglass Management Group, LLC as a financial
consultant.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Richard I.
Thompson, chief financial officer.

William K. Harrington, the United States Trustee for the District
of Maine, appointed seven creditors to serve on the Official
Committee of Unsecured Creditors.


NORTHSTAR AEROSPACE: Wynnchurch Closes Deal to Purchase Assets
--------------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that private
equity firm Wynnchurch Capital Ltd. closed its purchase of
Canadian aerospace manufacturer Northstar Aerospace Inc., which it
won court approval to purchase out of bankruptcy protection in
July.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.
Approximately 60% of the assets and business are with the U.S.
debtors.


ODYSSEY DIVERSIFIED: Section 341(a) Meeting Scheduled for Sept. 19
------------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
of Odyssey Diversified VI, LLC on Sept. 19, 2011, at 11:30 a.m.
The meeting will be held at Tampa, FL (861) - Room 100-B,
Timberlake Annex, 501 E. Polk Street.

The notice of the 341(a) meeting says creditors are required to
submit proofs of claim by Oct. 24, 2012.

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.

Odyssey Diversified VI, LLC, Odyssey Diversified VII, LLC, and
Odyssey Diversified IX, LLC, sought Chapter 11 protection (Bankr.
M.D. Fla. Case Nos. 12-12323 to 12-12325) on Aug. 10, 2012 in
Tampa, Florida.  Edward J. Peterson. Esq., at Tampa, Florida,
serves as counsel to the Debtors.  Diversified VI's and
Diversified VII each estimated up to $10 million in assets and up
to $50 million in liabilities.


ODYSSEY DIVERSIFIED: Proposes William Maloney as CRO
----------------------------------------------------
Odyssey Diversified VI, LLC, and its affiliates ask for permission
from the U.S. Bankruptcy Court to employ William Maloney of Bill
Maloney Consulting as chief restructuring officer, nunc pro tunc
to the Petition Date.

The cost to the Debtor for Mr. Maloney's services is $325 per
hour.  Maloney will also be reimbursed for his expenses.

Mr. Maloney, will among other things, will:

   a. review the Debtors' status and provide recommendations as to
      the restructuring strategy;

   b. assist the Debtors and negotiations with creditors; and

   c. assist in evaluation restructure options.

The Debtors say retaining Mr. Maloney is absolutely essential to
the reorganization.  Mr. Maloney currently serves as the vice
president for planning for Odyssey Entities, LLC, a related entity
of the Debtors.  In addition, he has served as CRO for Odyssey
entities that filed bankruptcy cases that are jointly
administered.

A hearing on the application is scheduled Oct. 18.

Odyssey Diversified VI, LLC, Odyssey Diversified VII, LLC, and
Odyssey Diversified IX, LLC, sought Chapter 11 protection (Bankr.
M.D. Fla. Case Nos. 12-12323 to 12-12325) on Aug. 10, 2012 in
Tampa, Florida.  Edward J. Peterson. Esq., at Tampa, Florida,
serves as counsel to the Debtors.  Diversified VI's and
Diversified VII each estimated up to $10 million in assets and up
to $50 million in liabilities.


ODYSSEY DIVERSIFIED: Hires Stichter Riedel as Counsel
-----------------------------------------------------
Odyssey Diversified VI, LLC and its affiliates ask for permission
from the U.S. Bankruptcy Court to employ Stichter, Riedel, Blain &
Prosser, P.A, as counsel, nunc pro tunc to the Petition Date.

The firm attests that it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

The firm received the sum of $125,000 from the Debtors on account
of prepetition services and as a retainer for postpetition
services.

Odyssey Diversified VI, LLC, Odyssey Diversified VII, LLC, and
Odyssey Diversified IX, LLC, sought Chapter 11 protection (Bankr.
M.D. Fla. Case Nos. 12-12323 to 12-12325) on Aug. 10, 2012, in
Tampa, Florida.  Edward J. Peterson. Esq., at Tampa, Florida,
serves as counsel to the Debtors.  Diversified VI's and
Diversified VII each estimated up to $10 million in assets and up
to $50 million in liabilities.


OMEGA NAVIGATION: Committee Seeks Exclusivity Termination
---------------------------------------------------------
BankruptcyData.com reports that Omega Navigation Enterprises'
official committee of unsecured creditors filed with the U.S.
Bankruptcy Court a motion for an order authorizing the committee
to solicit higher and better offers for alternatives to the
Debtors' Joint Plan of Reorganization and terminating the Debtors
exclusive period to file a Chapter 11 plan.  The committee asserts
that "the proposed Plan is patently unacceptable and the committee
is entitled to explore other options and alternatives without the
specter of retribution."  The Court scheduled a Sept. 17, 2012
hearing on the motion.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OMEGA NAVIGATION: Creditors Blast Exclusion From Ch. 11 Plan Talks
------------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that unsecured creditors
of Omega Navigation Enterprises Inc. on Tuesday slammed the Greek
oil shipper's Chapter 11 reorganization plan, telling a Texas
bankruptcy judge they were unfairly excluded from plan
negotiations.

A committee of unsecured creditors said Omega filed the plan
Aug. 3 without giving them any say over the contents of the
documents, which will determine how the company will emerge from
court protection, according to Bankruptcy Law360.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


PANDA SHERMAN: S&P Cuts Rating on $372MM Debt to 'B' After Upsize
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its preliminary senior
secured rating to 'B' from 'B+' on Panda Sherman Power LLC's
(Sherman) proposed first-lien senior secured $342 million term
loan B and $30 million letter-of-credit facility. "At the same
time, we revised the recovery rating to '3' from '2'. The '3'
recovery rating indicates meaningful recovery (50% to 70%) of
principal in a default scenario. The outlook is stable," S&P said.

"The revised structure results in a tight debt service coverage
ratio--between 1.0x and 1.1x--in 2015 under our base case
assumptions and greater refinancing risk than we previously
assumed," said Standard & Poor's credit analyst Nora Pickens.

"Sherman is a special-purpose, bankruptcy-remote operating entity,
set up to build the Panda Sherman Power Plant, a 758-megawatt (MW)
natural gas-fired facility in Sherman, Texas, about 60 miles north
of Dallas. The unit will dispatch into the North sub-region of the
Electric Reliability Council of Texas (ERCOT) interconnect.
Sherman will initially be capitalized with $360 million of equity
and $372 million of secured debt," S&P said.

"The stable outlook on the debt ratings reflects our view that the
project has sufficient liquidity during the construction phase and
that cash flows, while volatile, will comfortably cover debt
service throughout the debt tenor. A downgrade is possible if our
expectation of debt at maturity changes to greater than $400 per
kW or if DSCRs steadily decline below 1.10x. This would likely
result from construction delays, lower-than-expected spark
spreads, poor operational performance, or higher operating and
maintenance costs. An upgrade would require a large and
sustainable improvement in merchant market prices that would
reduce refinance risk to below $100 per kW," S&P said.


PATRIOT COAL: Hearing on Move to W.Va. or St. Louis Starts
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge convened a hearing to consider
whether the Patriot Coal Corp. reorganization stays in New York or
is sent to bankruptcy court in West Virginia or St. Louis.

On Sept. 11, Judge Shelley C. Chapman heard lawyers from the union
and the Justice Department's bankruptcy watchdog explain why New
York is an improper venue.  The issue wasn't decided at Sept. 11
hearing.  The hearing was set to continue Sept. 12, when the
company, the official creditors' committee and senior creditors
favoring New York will give Chapman their arguments.

According to the report, the mine workers' union at the coal
producer and the U.S. Trustee were among those asking Judge
Chapman to send the case to West Virginia, where eight of the
company's 12 mines are located.  Their papers contend Patriot had
no connections with New York until two subsidiaries were
incorporated there about five weeks before bankruptcy.

The report relates that Judge Chapman said at the Sept. 11 hearing
that the case might go to St. Louis, where the headquarters is
located, if she decides that Manhattan is the wrong location for
the Chapter 11 reorganization begun July 9.

The Bloomberg report discloses that the Sept. 11 hearing was
video-simulcast to St. Louis and West Virginia.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Shareholders Ask for Own Official Committee
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Sept. 24, 2012, at 12 p.m., to consider
the request of interested shareholders in the Chapter 11 cases of
Patriot Coal Corporation, et al., for the appointment of an
official committee of equity security holders.  Objections, if
any, are due Sept. 14, at 4:30 p.m.

The interested shareholders, CompassPoint Partners, L.P., Frank
Williams, and Eric Wagoner, comprise an informal group of holders
of common stock of the Debtor.

The interested shareholders are represented by:

         Peter S. Goodman
         Michael R. Carney
         MCKOOL SMITH, P.C.
         One Bryant Park, 47th Floor
         New York, NY 10036
         Tel: (212) 402-9400
         Fax: (212) 402-9444
         E-mail: pgoodman@mckoolsmith.com
                 mcarney@mckoolsmith.com

                 - and -

         Basil A. Umari
         Hugh M. Ray, III
         MCKOOL SMITH, P.C.
         600 Travis Street, Suite 7000
         Houston, Texas 77002
         Tel: (713) 485-7300
         Fax: (713) 485-7344
         E-mail: bumari@mckoolsmith.com
                 hmray@mckoolsmith.com

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PEREGRINE FINANCIAL: CEO Admits to $200M Fraud, Inks Plea Deal
--------------------------------------------------------------
Russell R. Wasendorf Sr., the founder and former chief executive
officer of liquidating commodity broker Peregrine Financial Group
Inc., has signed a plea agreement.

The signing was announce in a testimony given Sept. 11 by a
Federal Bureau of Investigation agent in a detention hearing,
according to Bill Rochelle, the bankruptcy columnist for Bloomberg
News.

Mr. Wasendorf was indicted and pleaded not guilty last month.  He
didn't oppose being held without bail.

Under the terms of the deal, Mr. Wasendorf Sr. will plead guilty
to mail fraud, making false statements to authorities and
embezzlement of customer funds, Bankruptcy Law360 relates citing a
report from the Associated Press.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.

The trustee filed formal lists in bankruptcy court last week
showing assets of $270 million and liabilities totaling $525.3
million, mostly owing to customers.  The remainder of the debt is
a few million each in secured claims and unsecured claims entitled
to priority in payment from assets that don't belong to customers.


PEREGRINE FINANCIAL: Regulator Returns $700,000 Fine Payment
------------------------------------------------------------
Jacob Bunge and Tatyana Shumsky at Dow Jones' Daily Bankruptcy
Review reports that the regulator overseeing Peregrine Financial
Group Inc. has repaid a $700,000 fine levied five months before
the futures broker collapsed in the wake of an alleged fraud.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PETER DEHAAN: Can Employ Sussman Shank as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon has granted
Peter DeHaan Holsteins, LLC, authorization to employ Sussman Shank
LLP as its bankruptcy counsel.

As reported in the TCR on July 19, 2012, the Debtor selected
Sussman Shank because of the firm's experience and knowledge in
the field of bankruptcy law.

The firm's hourly rates for those individuals participating in the
case include:

         Jeffrey C. Misley              $395/hr
         Timothy A. Solomon             $295/hr
         Majesta P. Gruetzmacher        $175/hr
         Kathy A. Moody                 $185/hr

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products.  In 2011 the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals.  The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon.  The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor's dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  The Debtor estimated
assets of $10 million to $50 million and liabilities of up to
$10 million.  The Debtor is represented by Jeffrey C. Misley,
Esq., at Sussman Shank LLP, in Portland.

In its schedules, the Debtor disclosed $11,161,063 in assets and
$8,307,564 in liabilities.


PICCADILLY RESTAURANTS: Files for Chapter 11 in Louisiana
---------------------------------------------------------
Piccadilly Restaurants, LLC, the largest cafeteria-style
restaurant chain in the United States, sought Chapter 11
protection (Bankr. W.D. La. Lead Case No. 12-51127) in Lafayette,
Louisiana on Sept. 11, 2012.

With headquarters in Baton Rouge, Piccadilly and two debtor-
affiliates operate 86 restaurants at 7 owned and 79 leased
locations in 10 states in the Southeast and Mid-Atlantic regions.
Founded in 1944, the company offers quick and friendly service and
a wide selection of quality freshly-prepared vegetables, home-
style favorites, and regional specialty items.  The company has
3,464 employees, 1,360 of whom work full time.

The Debtors continue to operate and manage the business
postpetition.

                        Economic Recession

During the years leading up to the Petition Date, factors beyond
the Debtors' control -- natural disasters, a severe economic
recession, and even an oil spill -- have had a significant
detrimental impact on the Debtors' sales and profit margins.
Specifically, the Debtors' businesses have been hit hard by
hurricanes, tornadoes, and other natural disasters in the markets
in which the Debtors operate.  Since 2005, 56 of the Company's
restaurants have been closed for some period of time due to these
natural disasters.  In addition, a number of the Company's
restaurants in the gulf coast region were affected by the gulf oil
spill in 2010," Thomas J. Sandeman, the CEO, said in court
filings.

"The severe economic recession that began in 2008 has had a
substantial downward affect on sales.  With overall unemployment
rates at historically high levels, discretionary income for
customers has been severely constrained, especially for seniors
who live on a fixed income and who form a large percentage of the
Company's customer base.  This has directly correlated with
depressed restaurant sales and reduced or eliminated customer
traffic.  In 2011 alone, the Company reported a 3.9 percent
decline in same-store sales year over year.  Furthermore, the
rising costs of commodities and transportation costs have reduced
profit margins because the Company could not pass all of these
costs to its customers in the current economic environment and
still expect to increase guest traffic and spending."

The Debtors instituted an aggressive restructuring effort that
included subleasing unprofitable locations, and negotiating more
favorable lease terms.  The Debtors also engaged in talks with
Atalaya Administrative LLC, the agent of the lenders.

But on Sept. 5, the lender commenced litigation in the 19th
Judicial District Court in Baton Rouge, seeking to seize certain
properties of the Debtors and appoint a keeper of the properties.

Given Atalaya's attempt to take control of certain assets, the
Debtors determined that seeking relief under Chapter 11 was
necessary to preserve the going concern of the business.

Atalaya entities are owed $6.9 million under a revolving facility,
$2.9 million under a letter-of-credit facility and $16 million
under a term loan facility, which are secured by substantially all
of the assets of the Debtors.  In addition, the Debtors had $5.5
million of trade debt outstanding as of the Petition Date.

The Debtor estimated just under $50 million in total assets and
liabilities.

                          DIP Financing,
                       First Day Motions

The Debtors, over the weekend, approached the managing member of
Investments to attempt to obtain a commitment for debtor-in-
possession financing.   Ultimately, an affiliate of the managing
member of Investments, CB Investments, LLC, agreed to provide
financing.

The Debtors have filed a variety of first day motions.  The
Debtors are seeking a 35-day extension of the deadline to file
schedules of assets and liabilities and the statements of
financial affairs.

The Debtors are also seeking permission to pay outstanding
employee wages so that the business would continue uninterrupted.

The Debtors filed a motion to continue honoring their marketing
and customer programs.  They also intend to pay claims of critical
vendors as well as supplier of goods considered as "perishable
agricultural commodities".

The Debtors did not file a DIP financing motion on the Petition
Date.


PICCADILLY RESTAURANTS: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Piccadilly Restaurants, LLC
        dba Piccadilly Restaurants
        c/o Gordon Arata
        One American Place
        301 Main Street, Suite 1600
        Baton Rouge, LA 70801-1916
        Tel: (225) 381-9643

Bankruptcy Case No.: 12-51127

Chapter 11 Petition Date: September 11, 2012

About the Debtors: With headquarters in Baton Rouge, Piccadilly
                   and two debtor-affiliates operate 86
                   restaurants at 7 owned and 79 leased locations
                   in 10 states in the Southeast and Mid-Atlantic
                   regions.  Founded in 1944, the company offers
                   quick and friendly service and a wide selection
                   of quality freshly-prepared vegetables, home-
                   style favorites, and regional specialty items.
                   The company has 3,464 employees, 1,360 of whom
                   work full time.

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Lafayette)

Debtor's Counsel: Elizabeth Spurgeon, Esq.
                  GORDON, ARATA, McCOLLAM, DUPLANTIS & EAGAN, LLC
                  301 Main Street, Suite 1600
                  Baton Rouge, LA 70801
                  Tel: (225) 381-9643
                  Fax: (225) 336-9763
                  E-mail: espurgeon@gordonarata.com

                         - and ?

                  Louis M. Phillips, Esq.
                  GORDON, ARATA, McCOLLAM, DUPLANTIS & EAGAN, LLC
                  One American Place
                  301 Main Street, Suite 1600
                  Baton Rouge, LA 70825-0004
                  Tel: (225) 381-9643
                  Fax: (225) 336-9763
                  E-mail: lphillips@gordonarata.com

                         - and ?

                  Ryan James Richmond, Esq.
                  GORDON, ARATA, McCOLLAM, DUPLANTIS & EAGAN, LLC
                  301 Main Street, Suite 1600
                  Baton Rouge, LA 70801-1916
                  Tel: (225) 381-9643
                  Fax: (225) 336-9763
                  E-mail: rrichmond@gordonarata.com

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

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

The petition was signed by Thomas J. Sandeman, CEO.

Affiliates that simultaneously filed for Chapter 11:

        Debtor                        Case No.
        ------                        --------
Piccadilly Food Service, LLC          12-51128
  Assets: $100,001 to $500,000
  Debts: $10,000,001 to $50,000,000
Piccadilly Investments, LLC           12-51129

Piccadilly Restaurants' List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Merchants Foodservice              Fresh/Frozen         $4,087,248
P.O. Box 1351                      Produce
Hattiesburg, MS 39403

Peter Mayer Advertising            Advertising            $407,285
324 Camp Street
New Orleans, LA 70130

Ecolab, Inc.                       Repairs and            $151,382
P.O. Box 70343                     Maintenance
Chicago, IL 60673-0343

Capitol City Produce               Fresh/Frozen Produce   $110,568

Poss Select Produce                Fresh/Frozen Produce    $75,237

St. Louis County                   Real Estate Tax         $67,415

Crescent Business Machines         Office Supplies         $52,351

Cintas Corp                        Uniforms                $41,012

Superior Commercial Services       Field Services          $40,790

J.S. Thomas Services Inc.          Repairs and             $36,466
                                   Maintenance

Ecolab Pest Elimination            Field Services          $35,100

Rocktenn CP, LLC                   Trash Service           $33,586

Chandler's Parts                   Repairs and             $32,984
                                   Maintenance

Trademasters, Inc.                 Repairs and             $30,839
                                   Maintenance

Technical Services                 Repairs and             $29,944
                                   Maintenance

W.W. Grainger                      Fresh/Frozen Produce    $29,852

Andrews Sports Company             Restaurant Supplies     $29,435

Cheeks Elect & A/C, Inc.           Repairs and             $28,536
                                   Maintenance

Traditions                         Fresh/Frozen Produce    $28,505

Charlie Sciara & Son Inc.          Fresh/Frozen Produce    $28,039


POSITIVEID CORP: Issues $200,000 Note to CEO and Chairman
---------------------------------------------------------
On Sept. 7, 2012, PositiveID Corporation issued a Secured
Promissory Note in the principal amount of $200,000 to William J.
Caragol, the Company's Chairman and Chief Executive Officer, in
connection with a $200,000 loan to the Company by Caragol.  The
Note accrues interest at a rate of 5% per annum, and principal and
interest on the Note are due and payable on Sept. 6, 2013.  The
Company has agreed to accelerate the repayment of principal and
interest in the event that the Company raises at least $1,500,000
from any combination of equity sales, strategic agreements, or
other loans, with no prepayment penalty for any paydown prior to
maturity.

The Note is secured by a subordinated security interest in
substantially all of the assets of the Company pursuant to a
Security Agreement between the Company and Caragol dated Sept. 7,
2012.

The Note may be accelerated if an event of default occurs under
the terms of the Note or the Security Agreement, or upon the
insolvency, bankruptcy, or dissolution of the Company.

                           About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

EisnerAmper LLP, in New York, N.Y., expressed substantial doubt
about PositiveID's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has a
working capital deficiency and an accumulated deficit.
"Additionally, the Company has incurred operating losses since its
inception and expects operating losses to continue during 2012.

The Company's balance sheet at June 30, 2012, showed $3.18 million
in total assets, $5.58 million in total liabilities, all current,
and a $2.39 million total stockholders' deficit.


RESIDENTIAL CAPITAL: Bond Trustee Wants RMBS Deal Delayed
---------------------------------------------------------
Wilmington Trust, National Association, solely in its capacity as
indenture trustee for various series of Residential Capital senior
unsecured notes in the principal amount of $1 billion, under the
indenture dated June 24, 2005, asks the Court to modify the
scheduling order of ResCap's motion seeking approval of RMBS
settlement agreements in light of the changes that were previously
proposed to the RMBS settlement agreements.

According to the Trustee, one of the proposed changes -- the so-
called HoldCo Election -- seeks to dramatically change the
landscape of the Chapter 11 cases and stands in contrast to the
Debtors' position during the months prior to filing the
supplemental motion, when the Debtors represented that the
allowed $8.7 billion claim would be allocated to Debtors
Residential Funding Company, LLC, and GMAC Mortgage LLC, and not
to Residential Capital, LLC.

Modification of the scheduling order, specifically extension of
all dates by at least 90 days, will allow the Trustee to pursue
discovery on the negotiation and approval of the HoldCo Election,
Thomas J. Moloney, Esq., at Cleary Gottlieb Steen & Hamilton LLP,
in New York, argues.

                    Debtors File Status Report

The Debtors, in a status report filed with the Court, relate that
they negotiated and jointly drafted the Scheduling Order with the
Official Committee of Unsecured Creditors, the RMBS Trustees,
Ally Financial Inc., and the Institutional Investors after
engaging in extensive meetings and phone calls.  The Scheduling
Order, including the November 5, 2012 Hearing date, was
enormously beneficial to all parties and is a key element to the
successful sale of the Debtors' estates.

The Debtors tell the Court that they have complied fully with the
Court's Scheduling Order, have provided extensive discovery, and
believe that the proceedings are on track for the scheduled
hearing on November 5.  The Debtors added that they have made
available all relevant documents and their experts' materials by
creating an electronic data room to provide widespread access to
this information for all concerned parties, and by providing
access when requested by their investor Web site, Vision.

According to the Debtors, the August 15 amendments to the RMBS
Settlement Agreements, which include the so-called "HoldCo
Election," will likely not remain in effect because the parties
are negotiating a further amendment that would eliminate the
HoldCo Election.  The Debtors anticipate that the allocation and
substantive consolidation issues raised by various creditor
groups would be deferred until, and if, those claims and
objections are brought before the Court, heard after full
discovery and briefing.

                        Committee Responds

The Creditors' Committee told the Court that it was disturbed
that the Debtors filed the status report in advance of the status
conference without any advance notice.

The Committee disputes the Debtors' contention that they have
responded to all discovery requests in compliance with the
Court's scheduling order.  The Committee relates that the Debtors
are currently in breach of the deadlines on multiple discovery
requests served by the Committee and other parties concerning the
negotiation, evaluation, and approval of the proposed RMBS
Settlement.

In addition, the Debtors have failed to respond in timely fashion
to the Committee's request for the production of sample loan
files, a crucial part of the settlement evaluation process,
Kenneth Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, tells the Court.  Due to the Debtors' failure to comply
timely and in full with the requested discovery, it is
unreasonable to expect that a hearing can proceed on the tight
schedule currently in place, he asserts.

The Committee contends that the HoldCo Election profoundly alters
the nature and impact of the RMBS Settlement by permitting the
Trustees to elect to receive an allowed claim of up to $1.74
billion against Residential Capital, LLC.  If allowed, that $1.74
billion claim could strip ResCap LLC's unsecured bondholders of
control over their class's treatment under a Chapter 11 plan and
transfer that control to the RMBS Trusts, Mr. Eckstein points
out.  Because of the effect the HoldCo Election would have over
the Chapter 11 cases, the amendment warrants an adjournment of
the November 5 hearing schedule, the Committee asserts, agreeing
with Wilmington Trust.

Apparently recognizing the inappropriateness of their August 15
RMBS Settlement amendments, the Debtors now say they have decided
to "seek to remove the HoldCo Election" and to replace it with
yet another amendment to the RMBS Settlement -- but that they are
unable to disclose the details of that potential amendment
because it is still under negotiation, the Committee points out.

The Debtors' apparent disarray over such fundamental issues
itself suggests that an adjournment of the Scheduling Order will
be beneficial to all parties and to the Court, the Committee
argues.  "A more measured and orderly process, instead of the
headlong pace at which the parties have been proceeding, may help
to avoid further dislocations and to ensure that the extremely
complex issues with which the parties are grappling receive the
careful consideration they deserve," the Committee says.

MBIA Insurance Corporation joins in the Committee's response.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Has Deal on Continued Ally Servicing
---------------------------------------------------------
Residential Capital LLC, the Official Committee of Unsecured
Creditors, Ally Bank, and Ally Financial Inc. ask the Court to
approve a stipulation where they agreed that the Debtors will
continue to perform under the terms of the servicing agreement
between Debtor GMAC Mortgage, LLC, and Ally Bank, until the
agreement is terminated under its own terms.  The Debtors will
continue to make all payments to Ally Bank in accordance with the
agreement.

The Debtors have previously asked permission from the Court to
continue to perform under the servicing agreement in the ordinary
course of business.  The Debtors and Ally Bank have agreed for
GMAC Mortgage to pay Ally Bank in connection with modifications
to the loan.  The Creditors' Committee, however, opposed the
inclusion of the indemnification obligation in the servicing
agreement.

AFI, in connection with the indemnification obligation, will
establish and fund an escrow account to be held by Ally Bank as
escrow agent.  The Initial Funding will consist of $19.9 million
paid by the Debtors paid in June, plus $7.7 million to be paid in
respect of the unpaid amounts for May through July, plus any
additional amounts paid by the Debtors in accordance with the
indemnification obligation under the agreement.

The parties agree that Ally Bank is granted limited relief from
the automatic stay solely to the extent required to provide the
120-day notice required under the servicing agreement to
terminate the servicing agreement with respect to all HELOC
loans, the "CMG loans" and no more than an additional 3,500
mortgage loans.

The Debtors, in a statement in support of the stipulation, assert
that the servicing agreement is critical to the success of the
Chapter 11 cases, which are premised on the sale of the Debtors'
mortgage loan origination and servicing business as a live
operational platform.  The Debtors add that their continued
servicing of the Ally Bank loan portfolio will benefit the
estates by, among other things, generating servicing fees and
preserving the value of the loan business pending its sale.  The
Debtors argue that if they are not permitted to continue
servicing the Ally Bank portfolio, the repercussions could have a
devastating effect on their Chapter 11 cases.

In a separate statement, AFI and Ally Bank tell the Court that
the stipulation effectuates a comprehensive reservation of rights
on the key issue in dispute -- payment of the indemnification
obligation under the servicing agreement.  To facilitate at least
temporary peace with respect to the Committee's objections, AFI
has agreed to fund the escrow.  Ally tells the Court that entry
into the stipulation is yet a further accommodation that it is
providing to the Debtors to aid the Debtors' efforts to maximize
the value of their estates, which Ally hopes will assist its own
recoveries for the benefit of the United States taxpayers.

The Creditors' Committee tells the Court that it is pleased that
the parties have been able to reach a stipulation to avoid a
contested evidentiary hearing on the motion at this time and
permit the Debtors to move forward with the servicing agreement
without further delay and uncertainty.  The Committee adds that
it supports the resolution now before the Court because it
permits the servicing relationship between Ally Bank and GMAC
Mortgage to continue through the sale process -- thereby
preserving the going-concern value of the Debtors' business
platform, minimizing any real or imagined risk to the Debtors'
asset sale process.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Seeks to Employ PwC for FRB Review
-------------------------------------------------------
In connection with the agreement with Residential Capital LLC,
Ally Financial Inc. and Ally Bank to develop and implement risk
management and corporate governance procedures in order to ensure
prospective compliance with applicable foreclosure-related
regulations and laws, Debtor GMAC Mortgage LLC agreed to pay for
an extensive, independent file review regarding certain
residential foreclosure actions and foreclosure sales prosecuted
by the Debtors.

Pursuant to the FRB Foreclosure Review requirement, the Debtors
hired PricewaterhouseCoopers, LLP, as independent consultant.
PwC has been tasked with (i) working to plan and develop
procedures for conducting the FRB Foreclosure Review; (ii)
identifying loan populations for review; (iii) monitoring a
borrower outreach complaint process; (iv) reviewing a sample of
more than 5,000 loan files, as well as more than 12,000 borrower
outreach complaints, for missing documentation or other issues;
and (v) developing a recommended remediation in the event that
PwC identifies errors.

In a motion filed in Court, the Debtors seek the Court's
authority to employ PwC under Section 363 of the Bankruptcy Code
and pay the firm for the services it rendered before and after
the Petition Date.

The Debtors agreed to pay PwC according to the firm's hourly
rates:

      Partner                            $630
      Managing Director                  $610
      Senior Manager/Director            $470
      Manager                            $370
      Senior Associate                   $300
      Associate                          $235

The Debtors estimate that the cost of the FRB Foreclosure Review
could reach approximately $180 million, although based on
subsequent events, it has become apparent that the costs of
compliance with the FRB Foreclosure Review could increase well
above that amount, perhaps reaching $250 million.  During the
ninety-day period from January 12, 2012 through the Petition
Date, PwC received approximately $38,442,537 from the Debtors as
compensation for services related to the FRB Foreclosure Review,
including a $10,000,000 retainer received on April 27, 2012, a
portion of which was used to satisfy prepetition fees and
expenses.  Since the beginning of PwC's engagement on May 30,
2011, PwC has received $51,658,206 from the Debtors, including,
$47,974,965 in fees (inclusive of the $10 million Retainer) and
$3,683,241 in expenses.

The Debtors tell the Court that they do not believe that
compensation of PwC requires approval under Section 327 because
the services provided by PwC do not fall within the scope of
Section 327(a) nor can PwC, not a law firm, be retained under
Section 327(e).  Thus, the Debtors believe that PwC's services
are more appropriately authorized and paid for pursuant to
Section 363 and under the GA Servicing Order.

The Debtors also agree to indemnify PwC for any claims or causes
of action arising from the performance of its responsibilities.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Moelis to Advise Committee on RMBS Deal
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Residential
Capital LLC's Chapter 11 cases obtained approval to retain  Moelis
& Company LLC as its investment banker, nunc pro tunc to May 16,
2012.

The Creditors Committee recently filed a supplemental application
for Moelis to provide additional services, nunc pro tunc to
August 21, 2012.

In addition to being the Committee's exclusive investment banker,
Moelis will also act as the Committee's financial advisor in
connection with the Committee's evaluation of the proposed
$8.7 billion RMBS settlement and other related RMBS claims.

For this engagement, Moelis will be paid a monthly non-refundable
cash fee of $6000,000 for August 2012 and September 2012, and
$300,000 per month for each subsequent month until the time in
which the Committee notified Moelis in writing that it longer
requires the firm to perform services with respect to the RMBS
Claims.  Moelis will also be reimbursed for any out-of-pocket
expenses in connection with the RMBS Claims.

Moelis will also seek reimbursement of the fees and expenses of
CoreLogic Solutions, LLC, which will provide certain
administrative services, including, comparing loan portfolios and
other due diligence services.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Judge Limits Exclusivity to 90 Days
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC wanted nine more months of
the exclusive right to propose a reorganization plan.

According to the report, instead the bankruptcy judge doled out
three months at a hearing Sept. 11.  To retain exclusivity beyond
the new Dec. 20 deadline, U.S. Bankruptcy Judge Martin Glenn told
ResCap it must open negotiations on reorganization with the
official creditors' committee.  The creditor panel argued for less
than the requested nine month extension, faulting ResCap for
holding no discussions on an alternative to the reorganization
worked out with Ally before the Chapter 11 filing in May.

The report relates that ResCap wanted exclusivity to extend
several months beyond February, when the examiner is scheduled to
issue his report.  Aurelius Capital Management LP, the owner of 8%
of the 9.625% junior secured notes due 2015, lobbied the judge for
three more months of exclusivity.  Aurelius calls itself the
third-largest holder of the secured notes.

The report notes that ResCap filed under Chapter 11, already
having negotiated a reorganization plan that would give Ally a
release of all claims without being in bankruptcy itself.  In
June, the bankruptcy court scheduled auctions for Oct. 23 where
Fortress Investment Group LLC will make the first bid for the
mortgage-servicing business. Berkshire Hathaway Inc. is to be the
stalking horse for the remaining portfolio of mortgages.  A
hearing to approve the sales is set for Nov. 5.

The Bloomberg report discloses that the $473.4 million of ResCap
senior unsecured notes due in April 2013 traded Sept. 11 for
26.313 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The $2.1 billion in third-lien 9.625% secured notes due in 2015
traded Sept. 11 for 98.75 cents on the dollar, Trace reported.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RTW PROPERTIES: Employs Whittington for Rent Collection Suit
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
granted RTW Properties, LP, permission to employ Sanchez,
Whittington, Zabarte & Wood LLC as special counsel to the Debtor
in connection with litigation that was pending prior to the
Petition Date.  The firm was defending Debtor in a rent collection
dispute and prosecuting cross claims against the plaintiff in the
suit.

To the best of the Debtor's knowledge, the firm and its members
and associates do not have any connection with the Debtor, its
creditors, or any other party in interest, or their respective
counsel, and do not represent or hold any interest adverse to the
Debtor or to its estate with respect to the matters on which the
firm is to be employed.  Moreover, the firm is a disinterested
party within the meaning of Section 327 of the Bankruptcy Code.

The primary attorneys and paralegal within the firm who will
represent the Debtor and their current standard hourly rates are:

     Robert A. Whittington         $250 per hour
     Diane Thompson, paralegal      $75 per hour

                      About RTW Properties

Schertz, Texas-based RTW Properties, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-20319) in Corpus Christi on
June 18, 2012.

RTW Properties owns a petroleum-storage facility in the Port of
Brownville, Texas.  The facility includes tanks with storage
capacity of 230,000 barrels.  The Debtor also owns a tract of land
in Schertz, Texas.

The Debtor sought bankruptcy protection to deal with a $22 million
federal income tax lien.

Langley & Banack, Inc., serves as the Debtor's bankruptcy counsel.
William O. Grimsinger and Chamberlain Hrdlicka serve as special
counsel to prosecute an adversary complaint in connection with the
tax lien.

William R. Mallory, member manager of Royal Holding, LLC, the
general partner of the Debtor, explains in a court filing that
before the petition date, the Internal Revenue Service asserted a
federal tax lien in the amount of $22 million on account of unpaid
excise taxes dating back to years as early as 2003.  For years
prior to the petition date, the Debtor has attempted to resolve
the IRS tax lien to no avail.  The Debtor believes that the
Federal tax lien claimed by the IRS is overstated.

The Debtor intends to resolve the tax lien through an adversary
proceeding.


SAMSON INVESTMENT: Mood's Cuts Corp. Family Rating to 'B1'
----------------------------------------------------------
Moody's Investors Service downgraded Samson Investment Company's
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B1 from Ba3, and downgraded its senior unsecured notes
rating to B3 from B1. Moody's rated Samson's new $750 million
second lien term loan B1. The outlook is stable.

"The downgrade reflects an expectation of lower cash flows largely
as a consequence of weaker than expected performance, and the need
to raise additional debt financing to rebuild a liquidity cushion
in support of the Samson's investment in growing its liquids
production," commented Andrew Brooks, Moody's Vice President. "It
has become apparent that weak gas prices are exacting a higher
toll on Samson's performance than initially envisioned, pressuring
cash flow and limiting opportunities for debt reduction on an
already highly levered balance sheet."

Rating Rationale

The B3 rating on the $2.25 billion of senior notes reflects both
the overall probability of default of Samson, to which Moody's
assigns a PDR of B1 and a loss given default of LGD5(79%). Samson
has a $2.25 billion secured borrowing base revolving credit
facility, whose available borrowing base will be reduced to $2
billion with the issuance of the second lien term loan. Its senior
unsecured notes are subordinate to the senior secured credit
facilities' priority claim to the company's assets. The size of
the potential secured claims relative to Samson's outstanding
senior unsecured notes results in the senior notes being rated two
notches beneath the B1 CFR under Moody's Loss Given Default
Methodology.

The B1 rating on the proposed second lien term loan, to which
Moody's assigns a loss given default of LGD3(44%), is at the CFR,
which reflects its superior position in the capital structure
compared to the unsecured notes.

Samson, acquired in December 2011 in a $7.2 billion transaction by
a KKR-led investor group, is in the process of transitioning
itself from largely a producer of natural gas across its 2.94
million net leasehold acres, to a more balanced producer of
liquids and gas. Over the first half of 2012, approximately 25% of
its 111 mBoe per day of average daily production was liquids.
However, Samson is generating lower than expected margins, cash
flow and volumes, and has opted to raise additional liquidity in
the debt markets, and obtain covenant relief under its revolver.
The prospects for declining debt levels and improved leverage
metrics have also diminished. Debt on production at June 30
approximated $35,000 per Boe.

Company management takes a highly disciplined and conservative
approach to its well drilling program, and in 2012 is drilling oil
prospects only. However, while Samson remains among the lower cost
operators, with economic returns across certain basins and
individual wells readjusting with costs, commodity prices and cost
of capital, it is likely that Samson's overall production will not
grow at the rate otherwise sufficient to begin generating future
positive free cash flow over the near term. Consequently, the pace
of debt reduction is likely to lag, leaving Samson over-levered
compared to its rated peers.

The stable outlook is based on Moody's expectation that Samson
will continue to execute on its plan to grow the liquids component
of its overall production, reducing its exposure to weak natural
gas pricing, with modest improvements in cash margins and cash
flow. Sustained debt leverage over $45,000 per Boe on production,
failing to achieve continuing progress in balancing its liquids
and natural gas production or evidencing the need to seek
additional covenant relief could prompt a downgrade. Payment of a
dividend or cash distribution inconsistent with the financial
sponsors' stated intent of reinvesting cash flow into Samson's
capital spending program would also prompt a downgrade. Moreover,
Moody's would expect the company's competitive cost profile to
remain intact, such that a leveraged full-cycle ratio
approximating 2x is maintained. Given the downgrade, a rating
upgrade is unlikely in the near term.

The principal methodology used in rating Samson Investment was the
Global Independent Exploration and Production Industry Methodology
published in 2011. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Samson is a privately held, independent E&P company headquartered
in Tulsa, Oklahoma.


SECUREALERT INC: Buys Royalty, Shares from BQN for $13.1-Mil.
-------------------------------------------------------------
Pursuant to a Royalty Agreement dated as of July 1, 2011,
SecureAlert, Inc., granted Borinquen Container Corporation the
right to receive 20% of the net revenues of the Company in a
certain geographic territory including Central and South America
and the Caribbean.  Under the terms of the Royalty Agreement the
Company had the option to buy back the Royalty by Sept. 30, 2012.

On Sept. 5, 2012, the Company entered into an agreement with BQN
and Tetra House Pte Ltd wherein, the Company will buy back from
BQN the Royalty and Tetra House will purchase all of the common
and preferred shares of the Company owned by BQN.  The total
purchase price for the Royalty and the shares of the Company owned
by BQN is $13,100,000 payable in two payments.  The first payment
of $6,000,000 is due by Sept. 17, 2012, and the second payment of
$7,100,000 is due by Nov. 16, 2012.  The Company bought back the
Royalty and Tetra House purchased the Shares for approximately
$10,715,316 and $2,384,684, respectively.  The Shares are valued
at $0.0225 per share.

A copy of the Royalty and Stock Purchase Pact is available at:

                        http://is.gd/eqN9Wo

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

In the auditors' report accompanying the consolidated financial
statements for the fiscal year ended Sept. 30, 2011, the Company's
independent auditors expressed substantial doubt about the
Company's ability to continue as a going concern.  Hansen, Barnett
& Maxwell, P.C., in Salt Lake City, Utah, noted that the Company
has incurred losses, negative cash flows from operating activities
and has an accumulated deficit.

The Company's balance sheet at June 30, 2012, showed $22.73
million in total assets, $9.51 million in total liabilities and
$13.21 million in total equity.


SHOUT LLC: Case Summary & 2 Unsecured Creditors
-----------------------------------------------
Debtor: Shout LLC
        2400 W Ryan Rd #4
        Oak Creek, WI 53154

Bankruptcy Case No.: 12-33315

Chapter 11 Petition Date: September 10, 2012

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Laura D. Steele, Esq.
                  KERKMAN & DUNN
                  757 N. Broadway, Suite 300
                  Milwaukee, WI 53202
                  Tel: (414) 277-8200
                  E-mail: lsteele@kerkmandunn.com

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

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

A copy of the Company's list of its two largest unsecured
creditors is available for free at
http://bankrupt.com/misc/wieb12-33315.pdf

The petition was signed by Dr. Prakash D. Shah, managing member.


SILVERLEAF RESORTS: S&P Assigns 'B-' Corp. Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned Dallas, Texas-based
Silverleaf Resorts Inc. its 'B-' corporate credit rating. The
rating outlook is stable.

"At the same time, we assigned Silverleaf's proposed $175 million
senior secured notes due 2019 our 'B-' issue-level rating (the
same as our corporate credit rating). We also assigned this debt a
recovery rating of '4', indicating our expectation of average (30%
to 50%) recovery for lenders in the event of payment default," S&P
said.

"Silverleaf plans to use the proceeds from the proposed notes
issuance to pay a dividend to its capital partner, Cerberus
Capital Management, L.P., refinance existing debt, finance the
development of additional vacation intervals, bolster working
capital, and pay fees and expenses related to the transaction,"
said Standard & Poor's credit analyst Carissa Schreck.

"Our 'B-' corporate credit rating on Silverleaf reflects our
assessment of the company's financial risk profile as 'highly
leveraged' and its business risk profile as 'vulnerable,'
according to our criteria," S&P said.


SOUTH EDGE: Nev. Project Developers Sue Lender Over Land Ownership
------------------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that a consortium of
builders developing a $1.6 billion residential project in
Henderson, Nev., on Monday sued hard money lender Kennedy Funding
Inc. for allegedly delaying the project by refusing to take
ownership of several parcels of land as agreed in a related
bankruptcy case.

Bankruptcy Law360 says Kennedy Funding agreed in South Edge LLC's
bankruptcy proceedings to sign on as the successor-in-interest to
stakes in land owned by FSG-R LLC, which has the same parent
company as South Edge and owed Kennedy Funding for loans it took
out.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.

On Oct. 27, 2011, the Bankruptcy entered an order confirming a
joint plan of reorganization that will implement a settlement
negotiated in May by the secured lenders with the Chapter 11
trustee and the homebuilders that represented 92% of the ownership
interests in the project.  The plan was proposed by JPMorgan Chase
Bank, N.A., as administrative agent under the Prepetition Credit
Agreement, and the settling homebuilders.  The plan calls for the
settling homebuilders to pay the lenders $335 million to settle
their claims.

Meritage filed the sole objection to the plan and was not part of
the settling group.  Meritage has taken an appeal from the
confirmation order.

A copy of the Joint Plan of Reorganization proposed by JPMorgan
Chase Bank, N.A., as administrative agent under the prepetition
credit agreement, and the Settling Builders (amended as of
Oct. 21, 2011) is available for free at:

          http://bankrupt.com/misc/southedge.dkt1309.pdf

A copy of the Order confirming the Joint Plan of Reorganization is
available for free at:

          http://bankrupt.com/misc/southedge.dkt1335.pdf


SOUTHERN OAKS: Disclosure Statement Hearing Sept. 27
----------------------------------------------------
There's a hearing Sept. 27, 2012 at 9:30 a.m. to consider approval
of the disclosure statement explaining Southern Oaks of Oklahoma's
Chapter 11 plan.

Southern Oak's plan provides that secured creditors InterBank, and
Quail Creek Bank, Seterus, Inc., Suntrust Mortgage, Inc., Federal
National Mortgage Association will be paid in monthly installments
of principal and interest calculated at 5% interest per annum,
with their claims to be paid in full by the 10th anniversary of
the effective date of the Plan.  The Plan promises to eventually
pay general unsecured creditors 100% of their allowed claims, with
interest in 60 equal monthly installments or as earlier paid in
full.  The existing owners will retain their interests in the
Debtor.  A copy of the Disclosure Statement is available at:

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

At the end of August, the Debtor obtained approval to use cash
generated by its Prairie Village Apartments.  InterBank, the only
secured creditor with an interest in the cash collateral, objected
but later consented to the use of cash.  The Debtor said in a
July 30 motion it would use the funds to make stairway repairs
requested by the City of Pryor's Building Inspector.  The Debtor
proposed to use cash allocated for real estate taxes to fund the
repairs.

An Aug. 3 order granted the Debtor's request for a 70-day plan
exclusivity extension.  The Court extended the Debtor's plan
filing deadline until Aug. 8 and the plan solicitation period
until Oct. 8.

InterBank is represented by:

         Steven W. Bugg, Esq.
         McAFEE & TAFT
         10th Floor, Two Leadership Square
         211 North Robinson
         Oklahoma City, OK 73102-7103
         Telephone: (405) 235-9621
         Facsimile: (405) 235-0439
         E-mail: steven.bugg@mcafeetaft.com

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, owns a 126 unit apartment complex
in south Oklahoma City, 115 single family residences, 10
residential duplexes and 4 commercial properties in the Oklahoma
City Metro area and a 100 unit apartment complex in Pryor,
Oklahoma.  The Company operates the non-apartment properties by
and through an affiliate property management company, Houses For
Rent of OKC, LLC, who advertises, leases, collects rents, pays
expenses, provides equipment, labor and materials for maintenance,
repairs and makeready services.

The Company filed for Chapter 11 bankruptcy (Bankr. W.D. Okla.
Case No. 12-10356) on Jan. 31, 2012.  Judge Niles L. Jackson
presides over the case.  Ruston C. Welch, Esq., at Welch Law Firm
P.C., serves as the Debtor's counsel.  It scheduled $14,788,414 in
assets and $15,352,022 in liabilities.  The petition was signed by
Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


SPECTRUM HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Spectrum Healthcare, LLC
        P.O. Box 2417
        Vernon, CT 06066

Bankruptcy Case No.: 12-22206

Chapter 11 Petition Date: September 10, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Elizabeth J. Austin, Esq.
                  PULLMAN AND COMLEY
                  850 Main Street
                  P.O. Box 7006
                  Bridgeport, CT 06601-7006
                  Tel: (203) 330-2000
                  E-mail: eaustin@pullcom.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/ctb12-22206.pdf

The petition was signed by Sean Murphy, CFO.

Affiliates that simultaneously filed for Chapter 11:

  Debtor                               Case No.
  ------                               --------
Spectrum Healthcare Waterbridge, LLC   12-22207
Spectrum Healthcare Derby, LLC         12-22208
Spectrum Healthcare Manchester, LLC    12-22209
Spectrum Healthcare Hartford, LLC      12-22210
Spectrum Healthcare Winsted, LLC       12-22211
Spectrum Healthcare Torrington, LLC    12-22212


STILLWATER MINING: Moody's Affirms B2 CFR; Rates $30MM Bonds B3
---------------------------------------------------------------
Moody's Investors Service has changed the rating on Stillwater
Mining Company's $30 million revenue bonds to B3 from B2 as a
result of the increase in more senior indebtedness. In a related
rating action, Moody's affirmed Stillwater's Corporate Family
Rating (CFR) and Probability of Default ratings at B2. The outlook
is stable.

The company's $30 million Montana Board of Investments revenue
bonds due 2020 are rated B3, one notch below the CFR. Moody's
notes that the revenue bonds are senior unsecured obligations of
the company and rank pari passu with the company's other unsecured
liabilities. Stillwater has put in place a $125 million senior
secured revolving credit facility (unrated), which ranks ahead of
the rated revenue bonds, therefore lowering the rating to reflect
their more junior position in the capital structure, consistent
with Moody's Loss Given Default methodology.

Ratings Rationale

The B2 corporate family rating (CFR) is constrained by the
company's exposure to the volatile palladium and platinum precious
metal markets, primary reliance on mines in a single ore body,
exposure to the cyclical automotive industry as its primary end
market, as well as increasing cost pressures associated with
mining. Although the company's Marathon assets in Canada (75%
ownership in JV with Mitsubishi Corporation) and potentially Altar
assets in Argentina will diversify the company geographically and
in terms of metal exposure, Moody's notes that neither of these
two assets is yet fully developed and require significant capital
expenditures for development. However, the CFR recognizes the
meaningful recovery in Stillwater's primary end-market (the
automotive sector) and the increase in palladium and platinum
pricing since their respective troughs during the past financial
crisis. The company, with its higher proportion of palladium ore
body recovery, has benefitted from the tightening of the price
ratio between the metals. The rating also considers the company's
moderate debt level, and minimal debt service requirements.

The stable rating outlook anticipates that Stillwater will
maintain a liquidity position sufficient to support its operations
over the next two years, while the company increases its capital
spend to develop existing assets.

A positive action is unlikely in the near term given the execution
risk and the potential that the company could need to raise debt
to support the capital spend of roughly $400 million required to
develop the Marathon project through 2014 and beyond. A negative
outlook or downgrade is possible if the company's liquidity level
(unrestricted cash/investments and potential revolver
availability) were to fall below $100 million for an extended
period or if PGM prices drop substantially on an average realized
basis. Leverage approaching 4.0 times and cash flow from
operations to debt below 20% could also result in negative rating
pressure.

The following ratings/assessments have been affected:

  $30 million unsecured Revenue Bonds due 2020, downgraded to B3
  (LGD4, 65%) from B2 (LGD4, 55%).

  Corporate Family Rating affirmed at B2;

  Probability of Default Rating affirmed at B2;

The rating outlook is stable.

The principal methodology used in rating Stillwater Mining Company
was the Global Mining Industry Methodology published in May 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Stillwater Mining Company is engaged in underground mining,
smelting and refining of palladium, platinum and associated
minerals. The company's mining operations consist of the
Stillwater and East Boulder mines, which are located at the
eastern and western ends of the J-M Reef in Montana, as well as
the Marathon PGM project in Canada. Stillwater also operates a
smelter and refinery where, in addition to processing its mined
production, it recycles spent automotive catalyst materials to
recover platinum group metals (PGMs). The company had revenue of
$929 million for the last twelve month period ended 6/30/2012.


STORY BUILDING: Wells Fargo Motion to Dismiss Continued to Oct. 4
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has continued to Oct. 4, 2012, at 10:15 a.m., the hearing on the
motion filed by secured creditor Wells Fargo Bank, N.A., as
Trustee for the Registered Holders of J.P. Morgan Chase Commercial
Mortgage Securities Corp., for the dismissal of the Chapter 11
case of Story Building LLC.  The hearing on the disclosure
statement is also set for the same date and time.

                    About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., who has an office in Los Angeles, California,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $19,421,024 in assets and $16,500,721 in liabilities as
of the Chapter 11 filing.  There was no official committee of
unsecured creditors appointed in the Debtor's case.


SUNBELT MULTIMEDIA: Unit in Receivership, Seeks Buyer
----------------------------------------------------
Dave Seyler at rbr.com reports that Sunbelt Multimedia is having
trouble keeping up with its bills, and as a result, its Telemundo
affiliate in the Harlingen-Weslaco-Brownsville-McAllen DMA has
been put into receivership and is for sale.

The station is Channel 40 KTLM-TV, licensed to Rio Grande City,
Texas.

Patrick Communications managing partner Larry Patrick has been
named to run the station in receivership, and his company will be
trying to peddle it to a new owner, according to rbr.com.  The
report relates that documents have been forwarded to the FCC to
officially put the station under Patrick's control.

His media company will try to earn enough money to repay creditors
of Sunbelt Multimedia, the report notes.


SUPERIOR NATIONAL: Ca. Insurance Commissioner Inks $15MM Deal
-------------------------------------------------------------
Zach Winnick at Bankruptcy Law360 reports that Los Angeles
Superior Court Judge Kenneth R. Freeman on Tuesday approved a
$15 million settlement between California's insurance commissioner
and a litigation trust created after the collapse of workers'
compensation insurer Superior National Insurance Co. in 2000.

Bankruptcy Law360 relates that Los Angeles Superior Court Judge
Kenneth R. Freeman signed off on a deal among the insurance
commissioner, the SNTL Litigation Trust formed in the wake of
Superior's collapse and the trust's oversight committee, allowing
the insurance commissioner to use reserve funds from Superior's
liquidation to indemnify the trust for up to $15 million.

The Superior National Insurance Group, Inc., consists of five
companies.  Four of the companies -- California Compensation
Insurance Co., Combined Benefits Insurance Co., Superior National
Insurance Co., and Superior Pacific Casualty Co.   Son March 3,
2000, California Department of Insurance seized the assets and
operations of Superior's insurance subsidiaries.  The California
Department of Insurance appeared before the Los Angeles and
Sacramento superior courts on March 6, 2000, seeking conservation
orders for Superior National Insurance Group to allow the
commissioner to use department staff to conduct the business of
the conserved company as he sees appropriate.  The California
Courts entered conservation orders on March 7, 2000.  Superior
National Insurance Group, Inc., and non-insurer affiliates
Business Insurance Group, Inc., SN Insurance Services, Inc., and
SN Insurance Administrators, Inc., filed chapter 11 petitions on
April 26, 2000.  Prior to its bankruptcy and the conservation of
its insurance company units, Superior National Insurance Group had
been the ninth largest workers' compensation insurance group in
the nation and the largest private sector underwriter of workers'
compensation insurance in California.


SUPERVALU INC: Fitch Rates $1.65 Million Senior Facility 'B/RR1'
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B/RR1' to SUPERVALU INC.'s
(SVU) $1.65 billion senior secured asset based revolving credit
facility, and to SVU's $850 million senior secured term loan B.
Both facilities closed on Aug. 30, 2012.  Fitch has also affirmed
SVU's Issuer Default Rating (IDR) at 'CCC'.

In conjunction with the new credit facilities, Fitch has revised
its ratings on the senior notes issued by SVU and its
subsidiaries, as shown in the rating list below.  As of June 16,
2012, the company had $6.3 billion of debt outstanding including
capital leases.

SVU's new asset based revolver and term loan replace facilities
that were secured only by equity in subsidiaries.  The new $1.65
billion five-year revolver is secured by inventories and
receivables (that are not already pledged to the A/R facility),
and the new $850 million six-year term loan is secured by real
estate, and a second lien on inventories and receivables.

The new facilities do not have restrictive covenants, although the
ABL facility includes a 1.0x FCC ratio covenant that becomes
effective if availability falls below 10%.  The new secured
facilities provide needed relief, as headroom in the covenants
under the prior credit facility and term loan were down to around
10%.

The new facilities do not violate the limitations on liens
covenants in the existing notes, which will therefore remain
unsecured.

Fitch's ratings on individual issues are based on the IDR and the
expected recovery in a distressed scenario.  Fitch has allocated
across the organization an assumed enterprise value of $4.7
billion (after administrative claims), based on the level of
EBITDA at each entity.

Fitch has allocated inventories and receivables across the various
entities based on the level of sales at each entity.  In addition,
Fitch has allocated real estate across the organization based on
various assumptions, including the relative level of PP&E within
each segment, the number of stores at each banner, and assumptions
about the level of store ownership at each entity.

Fitch has further assumed that the assets backing the revolver and
term loan are allocated from each entity on a pro rata basis, with
the exception that liens at American Stores are limited to $250
million per the limitation on liens covenant in the American
Stores notes.  It is assumed that $250 million of inventories and
receivables at American Stores are collateral for the revolver,
and that none of the American Stores real estate is pledged to the
term loan.

On this basis, the revolving credit facility and term loan are
assumed to receive a full recovery, based on the assets pledged to
the facilities, leading to a rating of 'B/RR1' on both facilities.

The senior unsecured notes at the SUPERVALU INC. level are
upgraded to 'CCC+/RR3' from 'CCC/RR4'.  The new rating implies a
50% - 70% recovery based on the amount of enterprise value
remaining at SUPERVALU INC.  net of the inventories and
receivables pledged to the revolver and real estate pledged to the
term loan.

The senior unsecured notes at New Albertson's, Inc. are affirmed
at 'CCC/RR4', indicating a recovery of 30% - 50%.  These notes are
in the weakest position in SVU's capital structure, in Fitch's
view, given the level of debt relative to the level of enterprise
value at New Albertson's and its direct operating subsidiaries net
of inventories and receivables pledged to the revolver and real
estate pledged to the term loan.

The senior unsecured notes at American Stores Company, LLC are
upgraded to 'B/RR1' from 'B-/RR3', as these notes receive a full
recovery according to Fitch's analysis.  In Fitch's view, these
notes are in the strongest position in SVU's capital structure,
together with the credit facilities, given a stronger limitation
on liens covenant in the American Stores notes, and the relative
level of unsecured debt and enterprise value at the American
Stores level.

What Could Trigger A Rating Action:

A downgrade could result if the company is sold in whole or in
part, resulting in higher leverage or reduced diversification.  In
addition, a downgrade could result if negative ID sales persist,
suggesting the company is not reversing traffic declines, or if
operating margins narrow more than expected, leading to weaker
free cash flow and credit metrics.

An upgrade could result if the company is able to use asset sales
to deleverage its balance sheet, while also reversing negative
operating trends.

Fitch has taken the following rating actions:

SUPERVALU INC.

  -- IDR affirmed at 'CCC';
  -- $1.65 billion bank credit facilities rated 'B/RR1';
  -- $850 million term loan B rated 'B/RR1';
  -- Senior unsecured notes upgraded to 'CCC+/RR3' from 'CCC/RR4'.

New Albertson's, Inc.

  -- IDR affirmed at 'CCC';
  -- Senior unsecured notes affirmed at 'CCC/RR4'.

American Stores Company, LLC

  -- IDR affirmed at 'CCC';
  -- Senior unsecured notes upgraded to 'B/RR1' from 'B-/RR3'.


TECHNEST HOLDINGS: Issues 90 Shares of Series F Preferred Stock
---------------------------------------------------------------
AccelPath, Inc., formerly known as Technest Holdings Inc., filed
on Sept. 7, 2012, the Series F Convertible Preferred Stock
Certificate of Designation with the Secretary of State of Delaware
authorizing 100 shares of AccelPath's Series F Convertible
Preferred Stock, with a stated value of $1,000 and to establish
the rights, preferences, privileges and obligations thereof.

As set forth in the Certificate of Designation, the Series F
Preferred is convertible into AccelPath common stock at any time
at the option of the holder thereof.  The number of shares of
AccelPath common stock into which one share of Series F Preferred
is convertible is determined by (i) dividing $1,000 outstanding by
the closing bid price on the trading day immediately prior to the
date of the conversion notice, and (ii) multiplying by ten;
provided that if the closing bid price on such trading day is less
than $0.02 per share, then the Conversion Price shall be $0.02.
Accordingly, the 100 shares of Series F Preferred authorized under
the Certificate of Designation at a Conversion Price of $0.02 are
currently convertible into 50,000,000 shares of AccelPath common
stock.

On Sept. 10, 2012, AccelPath issued 90 shares of its Series F
Preferred Stock for the purchase price of $90,000 to certain
existing investors of AccelPath pursuant to a Securities Purchase
Agreement dated Sept. 10, 2012, by and between AccelPath and those
investors.  The 90 shares of Series F Preferred issuable to the
investors are currently convertible into 45,000,000 shares of
AccelPath common stock.

                     About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Following the fiscal 2011 results, Wolf & Company, P.C., in
Boston, Massachusetts, expressed substantial doubt about Technest
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has negative cash flows from operations, a
stockholders' deficit and a working capital deficit.

The Company reported a net loss of $2.9 million on $450,000 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,000 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company's balance sheet at March 31, 2012, showed
$5.29 million in total assets, $6.55 million in total liabilities
and a $1.25 million total stockholders' deficit.


UNITED DISTRIBUTION: Meeting to Form Creditors' Panel on Sept. 24
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Sept. 24, 2012, at 11:00 a.m. in
the bankruptcy case of United Distribution, Inc.  The meeting will
be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

United Distribution, Inc., has filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 12-12501).  Bankruptcy Judge Mary F.
Walrath oversees the case.


VALENCE TECHNOLOGY: Executives Hid Debt Woes, Suit Says
-------------------------------------------------------
Shareholder rights firm Robbins Umeda LLP has commenced a federal
securities class action in the U.S. District Court Southern
District of New York, on behalf of purchasers of Valence
Technology, Inc. shares between Aug. 3, 2011 and July 12, 2012.

The complaint alleges that during the Class Period, defendants
issued material false and misleading statements regarding the
Company's business and financial results.  Specifically, the
complaint alleges that defendants knew or recklessly disregarded
the fact that Valence was headed for bankruptcy, downplayed the
severity of the Company's capital position, and misled investors
about the Company's business health and future prospects by
evading inquiries concerning Valence's liquidity and assuring the
market of the Company's available alternatives for raising
capital.

Despite making positive statements, the Company did not have
enough cash to meet its outstanding obligations.  On July 12,
2012, Valence issued a press release disclosing to investors that
the Company filed a voluntary petition for chapter 11 business
reorganization in the U.S. Bankruptcy Court for the Western
District of Texas.  When the true state of the Company's business
health became public, Valence's shares lost approximately 92% of
their value.  After closing at $0.65 per share on July 13, 2012,
shares of Valence Technology common stock closed on July 16, 2012
at just $0.05 per share.

If you purchased or otherwise acquired Valence stock during the
Class Period and wish to serve as lead plaintiff, you must move
the Court no later than Nov. 12, 2012.  To discuss your
shareholder rights, please contact attorney Gregory E. Del Gaizo
at 800-350-6003, via e-mail at info@robbinsumeda.com, or via the
shareholder information form.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  Chairman Carl E. Berg and
related entities own 44.4% of the shares.  ClearBridge Advisors,
LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.


VANN'S INC: Creditors Panel Taps Ross Richardson as Local Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Vann's Inc., asks the U.S. Bankruptcy Court for the
District of Montana for permission to retain Ross Richardson as
its local counsel.

Mr. Richardson will provide assistance and advice to counsel for
the Committee; appear at meetings and Court hearings unless
excused; perform other legal matters as determined by the
Committee and counsel for the Committee.

Subject to the approval of the Court, Mr. Richardson will be
compensated at $300 per hour.

To the best of the Committee's knowledge, Mr. Richardson is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Richardson can be reached at:

         Ross P. Richardson, Esq.
         116 W. Granite St.
         P.O. Box 399
         Butte, MT 59703
         Tel: (406) 723-3219
         Fax: (406) 723-9534
         E-mail: rossrichardson@qwestoffice.net

                        About Vann's Inc.

Vann's Inc. -- http://www.vanns.com/-- a retailer of appliances
and consumer electronics with five stores in Montana, filed for
Chapter 11 protection (Bankr. D. Mont. Case No. 12-61281) in
Butte, Montana, on Aug. 5, 2012.  The Debtor also owns outdoor
clothing and sports products at http://www.bigskycountry.com/
Vann's is owned by an employee stock ownership plan trust.

Vann's Inc. disclosed assets of $17.6 million and liabilities of
$14.4 million.  Assets include $12.2 million cost-value of
inventory plus $1 million in current accounts receivable.  The
Company owes $4 million to First Interstate Bank.  It also owes
$4.8 million on an inventory loan from GE Commercial Distribution
Finance Corp.

Bankruptcy Judge John L. Peterson presides over the case.  Vann's
hired Perkins Coie LLP's Alan D. Smith, Esq., and Brian A.
Jennings, Esq., as counsel; and Hamstreet & Associates, LLC, as
turnaround and restructuring advisors.

GE Commercial Distribution Finance Corporation is represented by
Gary Vincent, Esq., at Husch Blackwell LLP, and the Law Offices of
John P. Paul, PLLC.  First Interstate Bank, the DIP Lender, is
represented by Benjamin P. Hursh, Esq., at Crowley Fleck PLLP.

The U.S. Trustee has formed a seven-member creditors committee.
The Committee is represented by Halperin Battagia Raicht, LLP, and
Ross Richardson.


VAN PEENEN'S DAIRY: Case Converted to Chapter 7 Liquidation
-----------------------------------------------------------
Hugh R. Morley at The Record reports that Van Peenen's Dairy, the
83-year-old Wayne milk delivery company rocked by bankruptcy and
disputes among the six brothers who owned it, has gone into
liquidation.

The Record relates that a federal judge ordered the Chapter 11
case filed by the third-generation company founded by Dutch
immigrants to be converted to Chapter 7 last week.

According to the report, the liquidation came five months after
Van Peenen's Dairy filed for bankruptcy, reporting assets of
$2.5 million and liabilities of $3 million.  A business that owns
the dairy's 2-acre facility, Van Peenen Property LLC, filed for
bankruptcy the same day.

The Record relates that court papers show the property company
owed just over $1 million on a note held by Atlantic Stewardship
Bank, and the township held a lien of $60,700.

In February 2011 a federal court in Manhattan awarded a Queens
company, Elmhurst Dairy Inc., a judgment of $767,000 plus interest
against Van Peenen's Dairy in a disputed bill over milk supplied
to the dairy by Elmhurst, the report recalls.

Van Peenen's Dairy was owned by six brothers whose grandparents
started the business in 1929, passing it on to Jacob Van Peenen,
who died in 1991, and his wife, Jennie Van Peenen, who ran the
business for 43 years.

Van Peenen's Dairy, Inc., filed for Chapter 11 bankruptcy (Bankr.
D. N.J. Case No. 12-20820) on April 26, 2012.  Leonard S. Singer,
Esq. at Zazella & Singer represents the Debtor.


VENTANA 20/20: Mesch Clark Approved as Bankruptcy Attorneys
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona, according
Ventana 20/20 LP's case docket, authorized the employment of
Mesch, Clark & Rothschild, P.C. as counsel.

The hourly rates of MC&R's personnel are:

         Lowell E. Rothschild            $550
         Michael McGrath                 $545
         Scott H. Gan                    $450
         Frederick J. Petersen           $425
         Partners                    $300 - $550
         Associates                  $175 - $295
         Paralegals                      $180
         Legal Assistants             $85 - $150
         Law Clerks                      $100

To the best of the Debtor's knowledge, MC&R does not represent any
other entity having an adverse interest in connection with these
cases.

In a separate docket information, a meeting of creditors is
scheduled for Sept. 13, 2012.

                      About Ventana 20/20 LP

Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012.  The Debtor
disclosed $14,542,797 in assets and $10,938,012 in liabilities.

John Murphy, as manager of the Debtor, signed the Chapter 11
petition.  Mr. Murphy is the founder, chairman and CEO of the
20/20 Group of companies.  As a value investor, he has led or
participated in over $1 billion of multi-family acquisitions
across North America.

Bankruptcy Judge Eileen W. Hollowell oversees the case. Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as
the Debtor's counsel.  Donald L. Schaefer, court appointed
receiver for the Debtors, is represented by Warren J. Stapleton,
Esq., at Osborn Maledon, P.A.


VENTANA 20/20: Receiver Taps Osborn Maledon as Special Counsel
--------------------------------------------------------------
Donald L. Schaefer, the court appointed receiver for Ventana
20/20, LP, asks the U.S. Bankruptcy Court for the District of
Arizona for permission to retain the law firm of Osborn Maledon,
P.A. to provide legal assistance with respect to his services as
receiver.

On April 27, 2012, Donald L. Schaefer and Schaefer & Associates,
LLC was appointed as receiver by the Pima County Superior Court in
East West Bank v. Ventana 20/20, LP.

According to the receiver, prior to the commencement of the
bankruptcy proceedings, the receiver had not engaged counsel to
provide legal services relating to the receiver's duties and
obligations in the receivership action.  However, he anticipates
that he may need additional legal assistance with respect to his
continued services as a receiver.  He understands that East West
Bank will be filing a motion to excuse turnover in this bankruptcy
proceeding.

Osborn Maledon will, among other things:

   a. give the receiver legal advice with respect to his powers,
      duties, and responsibilities as receiver in the continued
      operation of the Debtor's business and management of
      Debtor's property in the Chapter 11 proceedings;

   b. give the receiver legal advice with respect to his powers,
      duties, and responsibilities in the receivership action;

   c. perform all other legal services for which the receiver
      may reasonably request from time to time.

Osborn Maledon is owed approximately $3,700 for services rendered
and costs advanced between Aug. 8, 2012, and Aug. 17, 2012.  It is
anticipated that the obligation will be paid from funds generated
by the operation of Debtor's business or from financing obtained
by the receiver relating to the operation of Debtor's business.

The U.S. Trustee has filed objections to the application.

                      About Ventana 20/20 LP

Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012.  The Debtor
disclosed $14,542,797 in assets and $10,938,012 in liabilities.

John Murphy, as manager of the Debtor, signed the Chapter 11
petition.  Mr. Murphy is the founder, chairman and CEO of the
20/20 Group of companies.  As a value investor, he has led or
participated in over $1 billion of multi-family acquisitions
across North America.

Bankruptcy Judge Eileen W. Hollowell oversees the case.  Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as
the Debtor's counsel.  Donald L. Schaefer, court appointed
receiver for the Debtors, is represented by:

         Warren J. Stapleton, Esq.,
         OSBORN MALEDON, P.A.
         32929 North Central Avenue, 21st Floor
         Phoenix, AZ 85012-2793
         Tel: (602) 640-9000
         E-mail: wstapleton@omlaw.com


VISICON SHAREHOLDERS: Duvall & Associates OK'd as Expert Witnesses
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
approved the amended motion of The Visicon Shareholders Trust to
employ Alan C. Duvall and Duvall & Associates, Inc., as expert
witnesses, and denied the request for payment of interim
compensation.

The Debtor, in an amended application, asked that the Court:

   -- authorize the employment of Alan C. Duvall and Duvall &
      Associates, Inc., as expert witnesses for the Debtor; and

   -- deny the motion to disqualify Duvall from testifying at the
      hearing.

The Debtor stated that the expert testimony and report of Duvall
as elicited at the hearing on the motion to dismiss of creditor
GCCFC 2002-C1 Dayton Hotel and Conference Center, LLC, was
necessary to the Debtor's defense of the motion.

Duvall has been selected based upon their expertise in forensic
accounting matters.  GCCFC has presented during discovery several
reports by Warren Schneider, who it has hired/designated as a
forensic accountant.  GCCFC has further indicated that additional
reports from Mr. Schneider will be forthcoming.  Given the serious
and substantial issues raised by GCCFC's forensic expert and in
the motion, approval of appointment of Duvall is and was essential
to fully defend the motion.

The hourly rates of Duvall's personnel are:

         Alan C. Duvall                $250
         Associates                    $150

               About The Visicon Shareholders Trust

Naples, Florida-based The Visicon Shareholders Trust, an Ohio
Trust, U/A/D Nov. 11, 2002 owns and operates the Hope Hotel and
Conference Center, which is located at Chidlaw Road and Spruce
Way, Wright-Patterson AFB, in Greene County, Ohio.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio Case
No. 10-33736) on June 8, 2010.  Ira H. Thomsen, Esq., who has an
office in Springboro, Ohio, represents the Debtor.  The Debtor
estimated assets at $10 million to $50 million and debts at
$1 million to $10 million as of the Petition Date.


VISICON SHAREHOLDERS: Taps Denise Duplinski as Accountants
----------------------------------------------------------
The Visicon Shareholders Trust asks, in an amended application
dated July 13, 2012, the U.S. Bankruptcy Court for the Southern
District of Ohio for permission to employ Denise Duplinski and
Birnbrey, Minsk, Minsk & Perling as accountants.

On July 5, 2012, the Hon. Guy R. Humphrey entered an order
requiring the Debtor to file an amended application to employ
Denise Duplinski.

Birnbrey will perform accounting services associated with the
reorganization process including, but not limited to, reconciling
accounts, adjusting entries, preparing tax returns and
consultation regarding any and all other accounting matters of the
Debtor-affiliates.

Birnbrey has performed services to the Debtor postpetition,
including but not limited to preparation, updates, and revisions
to a spreadsheet template providing extensive detail on financial
information relating to the Debtor in response to discovery
requests by a creditor in the within bankruptcy proceedings.
Birnbrey also provided support relating to additional discovery
requests that Debtor provide electronic Quickbooks software,
general ledger, and other financial information.  In addition,
Birnbrey has provided updates and corrections related to the
Debtor's books and records, and has responded to a subpoena
related to bankruptcy proceedings of Debtor.

Birnbrey will be compensated for accounting services at the rate
of $100 per hour.

To the best of the Debtor's knowledge, Birnbrey does not hold or
represent any interest adverse to the Debtor or the estate.

               About The Visicon Shareholders Trust

Naples, Florida-based The Visicon Shareholders Trust, an Ohio
Trust, U/A/D Nov. 11, 2002 owns and operates the Hope Hotel and
Conference Center, which is located at Chidlaw Road and Spruce
Way, Wright-Patterson AFB, in Greene County, Ohio.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio Case
No. 10-33736) on June 8, 2010.  Ira H. Thomsen, Esq., who has an
office in Springboro, Ohio, represents the Debtor.  The Debtor
estimated assets at $10 million to $50 million and debts at
$1 million to $10 million as of the Petition Date.


VISUALANT INC: Bradley Sparks Resigns from Board of Directors
-------------------------------------------------------------
Mr. Bradley E. Sparks resigned from the Visualant, Inc., Board of
Directors on Sept. 6, 2012.  Mr. Sparks was a Management Director
and a member of the Audit Committee.  Mr. Sparks had no
disagreement with the Company on any matter relating to the
Company's operations, policies or practices.

On Sept. 6, 2012, the Company signed a Settlement and Release
Agreement with Mr. Sparks.  The Sparks Agreement required (i)
payment of $50,750 and issuance of 513,696 shares of the Company's
common stock for full payment on a note and related accrued
interest of $66,780; (ii) payment of $39,635 to Mr. Sparks for a
note, accrued interest and other liabilities; and (iii) issuance
of 4,000,000 shares of the Company's common stock to Mr. Spark
unpaid compensation in the amount of $721,333.

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at June 30, 2012, showed $6.84 million
in total assets, $7.03 million in total liabilities, $28,350 in
noncontrolling iterest, and a $220,669 total stockholders'
deficit.

The Company anticipates that it will record losses from operations
for the foreseeable future.  As of June 30, 2012, the Company's
accumulated deficit was $13.1 million.  The Company has limited
capital resources, and operations to date have been funded with
the proceeds from private equity and debt financings.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The audit report prepared by the
Company's independent registered public accounting firm relating
to the Company's financial statements for the year ended Sept. 30,
2011, includes an explanatory paragraph expressing the substantial
doubt about the Company's ability to continue as a going concern.
The audit report prepared by the Company's independent registered
public accounting firm relating to its financial statements for
the year ended Sept. 30, 2011, includes an explanatory paragraph
expressing the substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

The Securities Purchase Agreement dated June 17, 2011, with
Ascendiant Capital Partners, LLC, will terminate if the Company's
common stock is not listed on one of several specified trading
markets (which include the OTCBB and Pink Sheets, among others),
if the Company files protection from its creditors, or if a
Registration Statement on Form S-1 or S-3 is not effective.

If the price or the trading volume of the Company's common stock
does not reach certain levels, the Company will be unable to draw
down all or substantially all of its $3,000,000 equity line of
credit with Ascendiant.

The maximum draw down amount every 8 trading days under the
Company's equity line of credit facility is the lesser of $100,000
or 20% of the total trading volume of the Company's common stock
for the 10-trading-day period prior to the draw down multiplied by
the volume-weighted average price of the Company's common stock
for that period.  If the Company stock price and trading volume
decline from current levels, the Company will not be able to draw
down all $3,000,000 available under the equity line of credit.

"If we are not able to draw down all $3,000,000 available under
the equity line of credit or if the Securities Purchase Agreement
is terminated, we may need to restructure our operations, divest
all or a portion of our business, or file for bankruptcy," the
Company said in its quarterly report for the period ended June 30,
2012.


VIVARO CORP: Says Open to Buyout After Chapter 11 Filing
---------------------------------------------------------
Natalie Rodriguez at Bankruptcy Law360 reports that Vivaro Corp.
is on the lookout for a potential buyer after being forced into a
sooner-than-expected Chapter 11 proceeding, the company's attorney
said in a New York bankruptcy court hearing on Monday.

The company, which holds about 30 percent of the world's calling
card market share, is open to selling itself to the right buyer
and may come up to the court with a sale motion in the near
future, Frederick E. Schmidt Jr. of Herrick Feinstein LLP, who is
representing Vivaro, according to Bankruptcy Law360.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Banrk.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012.  The Debtor is
represented by Frederick E. Schmidt, Esq., at Hanh V. Huynh, Esq.,
at Herrick, Feinstein LLP.

Vivaro filed for Chapter 11 bankruptcy protection with six other
related companies, including Kare Distribution Inc.


VYSTAR CORP: M. Schreiber Named Acting Chief Financial Officer
--------------------------------------------------------------
Monica A. Schreiber was appointed Acting Chief Financial Officer
of Vystar Corporation.  Ms. Schreiber, age 51, has more than 20
years of experience in accounting and financial management and has
spent the past four years serving as a contract controller or SEC
reporting specialist for a variety of companies.  Prior to that,
she served as a Controller for EasyLink Services, Director of
Accounting for Web.com, CFO for Capitol First and Senior Analyst
for Access Worldwide, all publicly-traded companies.  Her industry
experience includes information technology, residential real
estate development, marketing services and financial services.

Ms. Schreiber holds Masters of Business and Bachelors of Business
(Accounting) degrees from Florida Atlantic University and is a
Certified Public Accountant licensed in Florida.  She is a member
of the Georgia Society of CP's.  Ms. Schreiber, an independent
contractor, will be compensated at the rate of $75,000 per year.

Linda S. Hammock retired as Vystar's Acting Chief Financial
Officer on Sept. 4, 2012.

                         About Vystar Corp

Duluth, Ga.-based Vystar Corporation is the creator and exclusive
owner of the innovative technology to produce Vytex(R) Natural
Rubber Latex ("NRL").  This technology reduces antigenic protein
in natural rubber latex products to virtually undetectable levels
in both liquid NRL and finished latex products.

The Company's balance sheet at June 30, 2012, showed
$1.01 million in total assets, $1.96 million in total liabilities,
and a stockholders' deficit of $950,081.

                      Bankruptcy Warning

According to the regulatory filing, there can be no assurances
that the Company will be able to achieve its projected level of
revenues in 2012 and beyond.  "If the Company is unable to achieve
its projected revenues and is not able to obtain alternate
additional financing of equity or debt, the Company would need to
significantly curtail or reorient its operations during 2012,
which could have a material adverse effect on the Company's
ability to achieve its business objectives and as a result may
require the Company to file for bankruptcy or cease operations."

Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, expressed
substantial doubt about Vystar's ability to continue as a going
concern, following its results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
recurring losses from operations, a capital deficit, and limited
capital resources.


W.V.S.V. HOLDINGS: To Pay 10K LLC in 15 Years If It Loses Suit
--------------------------------------------------------------
W.V.S.V. Holdings LLC has a reorganization plan that will pay
creditors in full and let the owners retain ownership of the
company.

According to the disclosure statement explaining the terms of the
Fourth Amendment to the Reorganization Plan dated Sept. 10, 2012,
secured creditors are unimpaired.  General unsecured creditors
will be paid in full -- payment will be paid in semi-annual
payments, the first of which will commence 60 days after the
effective date of the Plan, and interest will accrue at the
federal judgment rate.  Owners will retain their membership
interests in the Debtor.

10K LLC has asserted a $417 million claim against the Debtor but
litigation in Arizona (which began in 2008) is still ongoing.  The
parties have been engaged in litigation since 2008.  10K was one
of the sellers of the 13,260 acres of real property near Sun
Valley Parkway and in western Maricopa County.  10K seeks to hold
the Debtor liable for allegedly "aiding and abetting" that breach
of fiduciary duty.  10K also asserts the right to a constructive
trust over the Debtor's property, or the rescission of the
Debtor's purchase.  The Debtor disputes the allegations.

Under the Plan, to the extent of any judgment adverse to the
Debtor, the Debtor will pay 10K semi-annual payment of $340,000
to begin 30 days after the date of the judgment and to end until
paid in full or 15 years after the date of the first payment.

The Debtor will sell its property pursuant to either (1) 11 U.S.C.
Sec. 363, or (2) in the normal course of the Reorganized debtor's
business post-confirmation.  The Debtor says there's an offer
contemplating a sale of 800 acres with an option to acquire an
additional 513 acres.

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's case because an insufficient
number of persons holding unsecured claims against the Debtor have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint the committee should interest
develop among the creditors.


WALLDESIGN INC: Comerica Wins OK to Apply Pledged Funds
-------------------------------------------------------
Comerica Bank obtained approval from the bankruptcy judge handling
Walldesign Inc.'s Chapter 11 cases to release and transfer funds
pledged by Walldesign's guarantor, the Bello Family Trust.  No
objections to the transfer of restricted were filed.

Comerica is represented by:

         Richard W. Brunette, Esq.
         SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
         333 South Hope Street, 43rd Floor
         Los Angeles, CA 90071-1422
         Telephone: 213-620-1780
         Facsimile: 213-620-1398
         E-mail: rbrunette@sheppardmullin.com

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WASHINGTON MUTUAL: Workers' Pay Claims Against FDIC Dismissed
-------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that the Ninth Circuit on
Tuesday upheld the dismissal of a complaint brought by former
Washington Mutual Bank NA employees alleging the Federal Deposit
Insurance Corp. violated their employment contracts after it sold
the defunct bank's assets in receivership to JPMorgan Chase NA.

In an unpublished memorandum, the three-judge panel ruled that the
employees' contracts were extinguished when the FDIC took control
of the troubled bank, upholding the decision of U.S. District
Judge Richard A. Jones, according to Bankruptcy Law360.

                      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.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11 case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WJO INC: Taps Hollawell and Veith Law Firms as Special Co-Counsel
-----------------------------------------------------------------
Alfred T. Giulano, Chapter 11 Trustee for the estate of WJO, Inc.,
asks the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania for authority to employ the Law Office of James J.
Hollawell, P.C., and Veith Law Firm as Special Co-Counsel, nunc
pro tunc to July 9, 2012.

In connection with the Petitions filed at the Commonwealth of
Pennsylvania, Bureau of Workers' Compensation, against certain
workers' compensation patients' employers and their workers
compensation insurance carriers, the Chapter 11 Trustee proposes
to pay Hollawell on a contingency basis of 25% of any recovery
plus costs.

The Chapter 11 Trustee wishes to employ Hallowell and Veith to
continue with the seven current appeals, and to prosecute and
defend future appeals and petitions for supesedeas.

In connection to the Current Appeals, Special Co-Counsel will
continue with them for no additional consideration.  In
consideration to future appeals, the Chapter 11 trustee proposes
to pay Special Co-Counsel the aggregate flat fee of $5,000 plus
costs with $3,000 to be paid to Veith and $2,000 to be paid to
Hollawell.  Veith will continue to do legal research and draft all
appelate documents.  Hollawell will continue to identify all of
the issues to be raises on appeal, legal research, and edit all
appeal documents.

In the event that oral argument is ordered by any of the Appellate
Courts, the Chapter 11 Trustee proposes to pay Hollawell an
additional flat fee of $2,500 for each oral argument.

In the event any appeals are filed on Utilization Review Petitions
or defended before the Workers' Compensation Appeal Board, the
Chapter 11 Trustee proposes to pay Hollawell a separate flat fee
of $5,000 as full and final payment for all appellate work before
the Workers' Compensation Appeal Board including oral argument.

To the best of the Chapter 11 Trustee's knowledge, Special Co-
Counsel has no connection with the debtor, creditors, or any other
parties in interest, their respective attorneys or accountants.

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.




ZALE CORP: Richard Breeden Discloses 15.4% Equity Stake
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Richard C. Breeden and his affiliates
disclosed that, as of Sept. 11, 2012, they beneficially own
4,958,572 shares of common stock of Zale Corporation representing
15.4% of the shares outstanding.  Mr. Breeden previously reported
beneficial ownership of 5,947,896 common shares or a 18.51% equity
stake as of June 10, 2011.  A copy of the filing is available for
free at http://is.gd/e0wt20

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

The Company reported a net loss of $27.31 million for the year
ended July 31, 2012, compared with a net loss of $112.30 million
during the prior fiscal year.

The Company's balance sheet at July 31, 2012, showed $1.17 billion
in total assets, $992.10 million in total liabilities and $178.93
million in stockholders' investment.


* NY Apartment Tenants May Lose Right to Below-Market Units
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that tenants in New York rent-stabilized and rent-
controlled apartments who file bankruptcy may lose their right to
below-market units as the result of what a judge called a "quirk
of the regulatory scheme."

According to the report, New York City has rent-control laws
dating from World War II where government boards determine how
much landlords can raise rents.  If a tenant remains in an
apartment long enough, the government-fixed rents can be well
below the market rent on comparable units, leaving the landlord
little or no ability to evict a tenant or raise rent unless the
tenant moves out.  A rent-stabilized tenant filed under Chapter 7
bankruptcy in Manhattan paying $700 a month for apartment on East
7th Street.

The report relates that the landlord made an offer to buy the
lease from the bankruptcy trustee and pay creditors in full. In
addition, the landlord would pay the tenant $100,000 for moving
out.  Alternatively, the landlord would allow the tenant to remain
for the remainder of her life, although she would have to forsake
the ability to sublet or allow heirs to take over the apartment at
her death.  The bankrupt didn't like either offer. Instead, she
argued unsuccessfully to the bankruptcy judge that her rights
under rent-stabilization law were exempt from the claims of
creditors under Section 522(b) of the U.S. Bankruptcy Code as a
form of "public assistance."

The Bloomberg report discloses that the case went up on appeal and
was upheld by U.S. District Judge P. Kevin Castel who likewise
ruled that the tenant's rent-stabilization rights were property
the trustee could sell with proceeds going to creditors.  Tenants
outside New York needn't worry because leases are generally short
term with little or no value.  Curiously, protections for tenants
whose landlords go bankrupt don't explicitly cover bankrupt
tenants.

The case is Santiago-Monteverde v. Pereira (In re Santiago
Monteverde), 12-4238, U.S. District Court, Southern District of
New York (Manhattan).


* Fitch Updates Ratings Definitions
-----------------------------------
Effective Aug. 10, 2012, Fitch Ratings updated its Ratings
Definitions, expanding the application of '+/-' to corporate issue
ratings at the 'CCC' level and defining a rating action 'Under
Review'.  The '+/-' designations at the 'CCC' level are limited to
instrument ratings and will not be used for Issuer Default
Ratings, leaving 'CCC' as the sole issuer rating within the 'CCC'
category.  The new designations provide greater comparability to
debt instruments and recovery ratings in the lower end of the
speculative-grade rating scale, and are not intended to reflect
any change in Fitch's view of the creditworthiness of the issuers
or instruments changed in this rating action.

Media and entertainment companies with issue and recovery ratings
affected by the change in the scale include AMC Entertainment
Inc., Clear Channel Communications, Inc., The McClatchy Company,
and Univision Communications, Inc.

U.S. Media and Entertainment Recovery Models - Second-Quarter 2012

  -- AMC Entertainment Inc.
  -- Regal Entertainment Group
  -- Clear Channel Communications, Inc.
  -- Clear Channel Worldwide Holdings Inc.
  -- The McClatchy Company
  -- Univision Communications, Inc.


* Fitch Revises Rating on Selected US Corporate Issues
------------------------------------------------------
Fitch Ratings has revised the ratings of selected U.S. corporate
issues, listed below, following the addition of 'CCC+' and 'CCC-'
debt instrument ratings to the agency's rating scale .

These revisions reflect the insertion of additional notches into
Fitch's master rating scale for instrument ratings, and do not
reflect any change in Fitch's view of the creditworthiness of the
issuers or instruments changed in this rating action.

The rating revisions are as follows:

AMC Entertainment Inc.:
  -- Senior subordinated notes rating to 'CCC+'/'RR6' from
     'CCC'/'RR6'.

American Airlines, Inc.:

  -- Secured notes rating to 'CCC'/'RR1' from 'B-'/'RR1'.

ARAMARK Holdings Corporation:

  -- Senior unsecured notes rating to 'CCC+'/'RR6' from
     'CCC'/'RR6'.

Bon-Ton Department Stores, Inc. (The):

  -- Senior secured second-lien notes rating to 'CCC+'/'RR5' from
     'CCC'/'RR5';
Senior unsecured notes rating to 'CCC'/'RR6' from 'CC'/'RR6'.

Boyd Gaming Corporation:

  -- Senior unsecured notes rating to 'CCC+'/'RR6' from
     'CCC'/'RR6';
  -- Senior subordinated bonds rating to 'CCC'/'RR6' from
     'CC'/'RR6'.

Burger King Capital Holdings, LLC:

  -- Senior unsecured notes rating to 'CCC-'/'RR6' from
     'CC'/'RR6'.

Burger King Capital Finance, Inc.:

  -- Senior unsecured notes rating to 'CCC-'/'RR6' from
     'CC'/'RR6'.

Burger King Corporation:

  -- Senior unsecured notes rating to 'CCC+'/'RR5' from
     'CCC'/'RR5'.

Cincinnati Bell Inc.:

  -- Senior subordinated notes rating to 'CCC+'/'RR6' Rating Watch
     Evolving from 'CCC'/'RR6' Rating Watch Evolving;
  -- Preferred stock rating to 'CCC+'/'RR6' Rating Watch Evolving
     from 'CCC'/'RR6' Rating Watch Evolving.

Clear Channel Communications, Inc.:

  -- Senior unsecured guaranteed LBO notes rating to 'CC'/'RR6'
     from 'C'/'RR6'.

Del Monte Corporation:

  -- Senior unsecured notes rating to 'CCC+'/'RR6' from
     'CCC'/'RR6'.

Energy Future Holdings Corp.:

  -- Senior secured notes rating to 'CCC+'/'RR1' from 'B'/'RR1';
  -- Senior unsecured notes rating to 'CCC-'/'RR3' from
     'CCC'/'RR3'.

Energy Future Intermediate Holdings Corp.:

  -- Senior secured notes rating to 'CCC+'/'RR1' from 'B'/'RR1'.

First Data Corporation:

  -- Junior secured notes rating to 'CCC+'/'RR6' from 'CCC'/'RR6';
  -- Senior unsecured notes rating to 'CCC+'/'RR6' from
     'CCC'/'RR6';
  -- Senior subordinated notes rating to 'CCC'/'RR6' from
     'CC'/'RR6'.

Freescale Semiconductor Holdings I, Ltd.:

  -- Senior secured bank credit facility rating to 'CCC+'/'RR3'
     from 'B-'/'RR3';
  -- Senior secured loans rating to 'CCC+'/'RR3' from 'B-'/'RR3';
  -- Senior secured notes rating to 'CCC+'/'RR3' from 'B-'/'RR3';
  -- Senior unsecured notes rating to 'CC'/'RR6' from 'C'/'RR6';
  -- Senior subordinated notes rating to 'CC'/'RR6' from
     'C'/'RR6'.

Hovnanian Enterprises, Inc.:

  -- Senior secured notes due Oct. 15, 2016 rating to 'CCC+'/'RR3'
     from 'B-'/'RR3';
  -- Senior secured notes rating to 'CCC-'/'RR5' from 'CC'/'RR5';
  -- Senior unsecured notes rating to 'CC'/'RR6' from 'C'/'RR6'.

JetBlue Airways Corp.:

  -- Senior unsecured debentures rating to 'CCC+'/'RR5' from
     'CCC'/'RR5'.

MGM Resorts International:

  -- Senior subordinated debentures rating to 'CCC'/'RR6' from
     'CC'/'RR6'.

Navistar International Corporation:

  -- Senior unsecured notes rating to 'CCC+'/'RR5' from
     'CCC'/'RR5';
  -- Senior subordinated notes rating to 'CCC'/'RR6' from
     'CC'/'RR6'.

Neiman Marcus Group, Inc. (The):

  -- Senior subordinated notes rating to 'CCC'/'RR6' from
     'CC'/'RR6'.

Peninsula Gaming LLC:

  -- Senior unsecured notes rating to 'CCC+'/'RR6' from
     'CCC'/'RR6'.

Radioshack Corporation:

  -- Secured revolving credit facility rating to 'B'/'RR1' from
     'B+'/'RR1';
  -- Senior unsecured notes rating to 'CCC-'/'RR5' from
     'CC'/'RR5'.

Rite Aid Corporation:

  -- Guaranteed senior unsecured notes rating to 'CCC+'/'RR5' from
     'CCC'/'RR5';
  -- Non-guaranteed senior unsecured notes rating to 'CCC'/'RR6'
     from 'CC'/'RR6'.

Sears Holding Corporation:

  -- Second-lien secured notes rating to 'B'/'RR1' from
     'B+'/'RR1'.

Sears Roebuck Acceptance Corp./Kmart Corporation:

  -- Secured bank facility rating to 'B'/'RR1' from 'B+'/'RR1'.

Standard Pacific Corp.:

  -- Senior subordinated notes rating to 'CCC'/'RR6' from
     'CC'/'RR6'.

Texas Competitive Electric Holdings Company LLC:

  -- Senior secured bank credit facility rating to 'CCC-'/'RR3'
     from 'CCC'/'RR3';
  -- Senior secured first-lien notes rating to 'CCC-'/'RR3' from
     'CCC'/'RR3';
  -- Secured facility bonds rating to 'CCC'/'RR3' from 'B-'/'RR3'.

The McClatchy Company:

  -- Senior unsecured notes rating to 'CCC'/'RR6' from 'CC'/'RR6'.

Toys 'R' Us - Delaware, Inc.:

  -- Senior unsecured notes rating to 'CCC+'/'RR6' from
     'CCC'/'RR6'.

Univision Communications, Inc.:

  -- Senior unsecured notes rating to 'CCC+'/'RR6' from
     'CCC'/'RR6'.

US Airways Group, Inc.:

  -- Senior unsecured notes rating to 'CCC'/'RR6' from 'CC'/'RR6'.


* Fitch Completes Peer Review of Five Large Equipment Lessors
-------------------------------------------------------------
Fitch Ratings has completed a peer review of five rated large
equipment lessors, resulting in the affirmation of the long-term
Issuer Default Ratings (IDRs) of International Lease Finance Corp.
(ILFC), AerCap Holdings N.V. (AER), Aviation Capital Group (ACG),
BOC Aviation Pte Ltd (BOC Aviation) and GATX Corp (GATX).

All of the ratings have been affirmed.  Company-specific rating
rationales are described below, and a full list of rating actions
is provided at the end of this release.  The Rating Outlook for
all issuers is Stable.

Long-term credit fundamentals in the aircraft leasing industry are
being supported by a number of factors, including growth in global
air travel demand, capital constraints among the world's airlines,
and the aircraft technology replacement cycle.  Despite near-term
risks in the airline operating environment (particularly in
Europe) and threats to the global economy, Fitch expects lessors
to benefit from longer term growth opportunities and improved
access to capital as the structure of the industry evolves.

Improved access to capital, particularly in the unsecured debt
market, is supporting the growth plans of both incumbents and new
entrants in the global aircraft leasing market.  Many stand-alone
aircraft lessors have improved their leverage profile over the
last several years in an effort to diversify funding sources.
However, certain areas of the debt market, such as securitization,
have remained dormant since the 2008 crisis.

While long-term trends are favorable, aircraft lessors continue to
face some near-term issues. Market values and lease rates on some
popular aircraft models (such as A320s) remain soft, which has
affected profitability of some issuers.  The low interest rate
environment has put pressure on lease rate factors, which tend to
stay fixed for a number of years for many lessors.  The lack of
growth in the global economy as well as uncertainty in Eurozone
countries will continue to impact the airline industry.  The price
of fuel, which remains elevated, is also likely to continue
pressuring airlines' profit margins.

International Lease Finance Corporation:

The affirmation of ILFC's ratings and Stable Outlook are supported
by the company's sizeable market position, funding diversity
including a meaningful unsecured debt component and a demonstrated
ability to generate a stable level of cash flow through multiple
cycles.  The ratings are restrained by a lack of profitability,
lack of clarity regarding residual values and a less attractive
fleet profile than higher-rated peers.

Over the past year, ILFC has continued to improve its funding
profile by reducing leverage, extending its debt maturities and
building a liquidity cushion.  ILFC's debt-to-tangible equity
ratio declined to 2.8x from 3.9 since 2008.  Additional reductions
in leverage coupled with further development of back-up liquidity
sources would further improve the company's overall financial
flexibility.  ILFC has demonstrated sufficient financial
flexibility to support the servicing of its financial commitments
over time on a stand-alone basis.  However, ILFC's ratings reflect
the company's significant reliance on access to capital markets to
meet ongoing funding requirements and potential vulnerability to
capital market disruptions or exogenous shocks to the commercial
aircraft sector.

While Fitch recognizes the progress made by ILFC in improving its
funding and liquidity profile over the past three years, the
ratings are constrained by several factors.  ILFC has been
unprofitable for the past two fiscal years, which has resulted
from significant impairment charges on older aircraft.  ILFC still
has the oldest aircraft fleet among Fitch-rated peers with a
weighted average age of eight years.  While Fitch expects the age
of the fleet to improve over the next several years as ILFC takes
deliveries of new aircraft, the current composition of the fleet
potentially exposes ILFC to the risk of additional impairments in
the coming periods.

ILFC has reported losses for the last two fiscal years as a result
of large impairments taken during the third quarters of each year.
Despite these non-cash charges, Fitch expects near-term fleet
performance and operating cash flow will remain adequate to
support ongoing funding and capex requirements.  The overall
performance of the aircraft fleet remains solid and generated cash
flow from operations of $1.4 billion during the first six months
of 2012.  On aggregate, ILFC's lease yields have largely remained
consistent, even as some of its peers have seen some weakness.

Over the past several years, AIG's efforts to sell all or part of
ILFC have proved unsuccessful, including an attempted IPO last
year.  Fitch believes ILFC's strategy is likely to stay consistent
in the event of an ownership change and does not consider this to
be a significant ratings driver.  ILFC's senior management team
has also seen a lot of turn over during the past three years,
including recent developments with the role of the current CEO.

Rating Drivers and Sensitivities

ILFC's ratings are constrained by the company's lack of
profitability over the past two fiscal years, which has been
caused by significant impairment charges on older aircraft, as
well as the weighted average age of its fleet, which is older than
Fitch-rated peers.  Negative momentum for the ratings and/or
Rating Outlook could result from additional impairment charges
that are material in size, inability to access capital markets to
fund debt maturities or purchase commitments, deterioration in
operating cash flow or a meaningful increase in leverage.
Material changes in the senior management team may also have a
negative impact on the ratings.

While positive rating momentum is not likely in the near term,
over a longer-term time horizon, positive drivers could include
consistent profitability, demonstrated funding flexibility and
commitment to reduced leverage levels and clarity regarding
ownership structure.

AerCap Holdings N.V.

The affirmation of AER's ratings and Stable Outlook reflect its
attractive aircraft fleet, modest balance sheet leverage, diverse
customer base, consistent operating performance, strong
competitive positioning, and solid management team.

The ratings are constrained by the company's largely secured
funding profile, maintenance of leverage at the upper end of the
range articulated by management, the potential influence of the
company's private equity owners and some concentrations within its
lender group.  Therefore, positive rating momentum is not expected
in the foreseeable future.

AER has recently increased the total size of its share buyback
program to $320 million from $130 million in April 2012 and
repurchased $175 million shares from Cerberus Capital Management
L.P.  The recent share repurchases have had a modest impact on
AER's leverage and liquidity, which continue to support its
conservative credit profile.  Fitch expects the company to be able
to maintain its debt-to-equity ratio at or below 3.0x, as its
secured debt amortizes fairly rapidly (2.7x as of June 30, 2012).
Furthermore, AER continues to maintain an adequate liquidity
cushion to meet debt and purchase commitment obligations over the
next year.  In Fitch's view, the recent share repurchases have
been opportunistic in nature and do not impact the company's
conservative approach to managing its capital structure and
leverage.

Core earnings performance has remained relatively stable during
the first six months of 2012, despite recent aircraft
repossessions and continued weakness in lease rates.  AER reported
an adjusted ROA (excluding non-recurring charges) of 2.51% during
the first half of 2012 (1H'12), compared to 2.29% for fiscal year
2011 (FY11).  Fitch expects AER's performance to be stable or
modestly softer as the company starts to pay higher interest rates
on its recently-issued unsecured debt and potentially has to
absorb additional repossession costs.

Rating Drivers and Sensitivities

Negative rating actions could result if Fitch comes to view AER's
capital management as becoming more aggressive or if the company
fails to maintain its debt-to-equity ratio at or below 3.0x over
the long term.  Weakened operating performance and/or
deterioration in the quality of the aircraft fleet could also lead
to negative rating actions.  Conversely, further diversification
of funding sources, including a meaningful unsecured component,
and greater stability with respect to AER's ownership group could
potentially lead to positive momentum over a longer-term time
horizon.

In Fitch's view, the limited amount of unsecured debt in AerCap's
capital structure creates increased risks for the company's
unsecured creditors.  In a bankruptcy situation, AerCap's
unsecured debtholders would rely primarily on the residuals of
its encumbered aircraft after secured creditors are repaid.
Nevertheless, Fitch expects to equalize the unsecured rating with
the IDR in light of AerCap's moderate leverage and attractive
fleet.  Should either of these deteriorate, the unsecured rating
would be notched down from the IDR.

Aviation Capital Group:

The affirmation of ACG's ratings reflects its consistent operating
performance, attractive aircraft fleet and diverse funding
profile.  In Fitch's view, ACG maintains an adequate liquidity and
cash flow profile to support the increased number of aircraft
deliveries it is scheduled to take over the next two years.

The revision of the Rating Outlook to Stable from Positive
reflects recent trends in ACG's balance sheet leverage.  ACG's
leverage, measured as debt-to-equity, has improved only modestly
to 4.38x as of June 30, 2012, compared to 4.64x in the prior year
period.  This is less of an improvement than Fitch had anticipated
and is higher than other Fitch-rated peers.  Fitch expects
leverage to remain between 4.0x - 5.0x in the near term, which is
consistent with the current rating category.

Top line revenues grew nearly 3% in 2011 as a result of portfolio
growth, offset by higher depreciation and interest expenses, which
resulted in relatively flat pre-tax earnings and net income for
the year.  ACG's operating performance remains in line with
similarly-rated peers.

The company continues to make progress on diversifying its overall
capital structure and broadening its capital markets access and
other various funding sources to finance portfolio growth.  As of
June 30, 2012, the proportion of unsecured debt has grown to
represent 41% of the overall debt mix as a result of two debt
issuances in the 1H'12.

Based on the 'Rating FI Subsidiaries and Holding Companies'
criteria, which was published on Aug. 10, 2012, Fitch views ACG as
having limited importance within Pacific LifeCorp.'s (PLC)
organization.  This view is primarily determined by limited
synergies between ACG and PLC and lack of common branding.
However, ACG's credit profile has benefited from its ownership and
demonstrated financial support provided by PLC and its main
insurance operating entity, Pacific Life Insurance Company (PLIC),
which have IDRs of 'A-' and 'A', respectively. PLIC's ownership of
100% of ACG's equity amounted to nearly $1.2 billion of invested
capital, which represents a meaningful portion of the insurance
company's equity base.  ACG's long-term IDR receives a one notch
uplift from its stand-alone rating of 'BB+' due to the PLC
ownership.  However, Fitch views future support as uncertain,
particularly in a stress scenario.

Rating Drivers and Sensitivities

Fitch believes positive rating momentum is currently limited based
on ACG's current capitalization on a stand-alone basis.  In
addition, further uplift in ACG's current ratings over the near
term is not envisioned unless balance sheet leverage is further
reduced to below 3.5x.  Conversely, negative rating actions could
result from an unwillingness or inability of PLC to provide timely
support.  Significant deterioration in financial performance and a
material decline in operating cash flow resulting from significant
weakening of sector or economic conditions, or a meaningful
increase in balance sheet leverage could also generate negative
rating momentum.

BOC Aviation Pte Ltd:

The affirmation of BOC Aviation's 'A-' IDR and Stable Outlook
reflect Fitch's view of a very high probability of support from
Bank of China (BOC; 'A'/Stable Outlook), if needed.  This view is
premised on BOC Aviation's strategic importance to and strong
links with BOC, as evident in the name-sharing, full ownership and
close board oversight by BOC, forthcoming resources, close
reporting links and cross selling potential, despite BOC
Aviation's small size relative to BOC and their different
domicile.

BOC Aviation's robust asset growth of around 30% per year during
2007-2011, aided by capital injection from BOC, has cemented its
position as one of the top five aircraft lessors globally by owned
fleet.  BOC also has committed a standby liquidity line of $2
billion, which is considerable relative to BOC Aviation's assets
of $8.2 billion at end-June 2012.  BOC Aviation's 10-member board
comprises eight BOC representatives, with a high-ranking officer
of BOC appointed as Chairman, even though the former accounted for
only 0.4% of BOC's assets at end-June 2012.  Moreover, the
aircraft leasing company is among the few wholly owned
subsidiaries within the BOC group that reports directly to BOC's
management.  Cross selling initiatives center on BOC Aviation
assisting BOC in originating relationships with airlines and
aircraft manufacturers.

Absent of institutional support, Fitch believes BOC Aviation has a
credit profile reflective of a 'BB+' rating. Relative to major
peers, BOC Aviation has a moderately high appetite for leverage
and an almost complete reliance on bank borrowings.  However, its
financial performance has been strong, due to active fleet-quality
management, aircraft procurement and collections, as well as low
funding cost.  It has one of the youngest fleets in the industry,
which attracts higher quality lessees and results in lower
residual risk.  Fitch views positively BOC Aviation's demonstrated
ability to trade aircraft through the cycle, as illustrated by its
ability to continually keep the average age of its portfolio
around four years.

Rating Drivers and Sensitivities

Any perceived changes in BOC's propensity and ability to provide
support would impact BOC Aviation's IDR.  Changes in the agency's
view concerning the standalone credit profile would be likely to
take into account BOC Aviation's future leverage appetite, funding
diversity and/or risk appetite in terms of lessee quality and
growth ambitions.

GATX Corporation:

The rating affirmations and Stable Outlook reflect GATX's leading
position and expertise in the railcar leasing sector, consistent
operating cash flow generation and relatively stable performance
through the cycle.  Management's efforts to extend lease terms
opportunistically over previous years of peak market demand and
pricing have helped maintain fleet utilization.  Improved
conditions for rail transportation in North America contributed to
a recovery in lease rates, lease terms and utilization in 2011.

GATX's customer base is relatively diversified and of good credit
quality, with the top 20 rail customers representing 34% of total
annual Rail revenues and no single customer representing greater
than 3%.  Asset quality trends have improved significantly since
2002 and 2003, and overall asset quality metrics have been
relatively stable over the last several years.

Liquidity, comprised of balance sheet cash, availability under the
revolving credit facility and cash generated from operations,
remains at adequate levels for the rating category.  However,
GATX's overall funding profile is shorter than the useful life of
its long-lived assets, thus refinancing risk is a potential issue
in the event of challenging economic conditions.  As of June 30,
2012, GATX had $227.7 million of unrestricted cash and $100.5
million of commercial paper and borrowings under bank credit
facilities.  Fitch believes the company's consistent cash flow
generation and liquidity management strategy through the cycle
help to offset potential refinancing risk.

Balance sheet leverage has continued to trend upward over the last
several years, offset to some extent by an increase in
unencumbered assets.  Leverage is fairly consistent with
similarly-rated peers.  Fitch remains comfortable with GATX's
current leverage of approximately 4.0x, however, an increase in
leverage significantly beyond these levels could represent a
rating concern.

Rating Drivers and Sensitivities

GATX's operating margins could be pressured if demand for railcars
stagnates as a result of continued economic uncertainty or other
market factors.  Consequently, negative rating actions could
result if railcar demand declines and lease rates weaken,
negatively impacting overall lease income that would ultimately
hurt cash flow generation.  In addition, an increase in balance
sheet leverage significantly beyond current levels could also
yield negative rating actions.  While Fitch believes that positive
rating momentum is limited given GATX's short-term funding profile
and balance sheet leverage, the Rating Outlook may be revised to
Positive if GATX maintains its strong market position, continues
to generate consistent core operating profitability, operates with
appropriate liquidity and funding levels and deleverages its
balance sheet.

Fitch has affirmed the following ratings:

International Lease Finance Corp.

  -- Long-term Issuer Default Rating at 'BB'; Outlook Stable;
  -- $3.9 billion senior secured notes at 'BBB-';
  -- Senior unsecured debt at 'BB';
  -- Preferred stock at 'B'.

Delos Aircraft Inc.

  -- Senior secured debt at 'BB'.

Flying Fortress Inc.

  -- Senior secured debt at 'BB'.

ILFC E-Capital Trust I

  -- Preferred stock at 'B'.

ILFC E-Capital Trust II

  -- Preferred stock at 'B'.

AerCap Holdings N.V.

  -- Long-term IDR at 'BBB-'; Outlook Stable.

AerCap Aviation Solutions B.V.

  -- Senior unsecured debt rating at 'BBB-'.

AerCap B.V.
AerCap Dutch Aircraft Leasing I B.V.
AerCap Dutch Aircraft leasing IV B.V.
AerCap Dutch Aircraft Leasing VII B.V.
AerCap Engine Leasing Limited
AerCap Ireland Limited
AerCap Note Purchaser (IOM) Limited
AerCap Partners 767 Limited
AerCap Partners I Limited
AerFI Sverige AB
AerFunding 1 Limited
AerVenture Limited
Flotlease 973 (Bermuda) Limited
Flotlease MSN 3699 Limited
Flotlease MSN 973 Limited
Genesis Portfolio Funding 1 Limited
GLS Atlantic Alpha Limited
Harmonic Aircraft Leasing Limited
Melodic Aircraft Leasing Limited
Peony Aircraft Holdings Limited
Polyphonic Aircraft Leasing Limited
Rouge Aircraft Leasing Limited
Sapa Aircraft Leasing 2 BV
Sapa Aircraft Leasing BV
SkyFunding Limited
Symphonic Aircraft Leasing Limited
Synchronic Aircraft Leasing Limited
Triple Eight Aircraft Leasing Limited
Wahaflot Leasing 3699 (Bermuda) Limited
Westpark 1 Aircraft Leasing Limited

  -- Senior secured bank debt at 'BBB'.

Aviation Capital Group:

  -- Long-term Issuer Default Rating at 'BBB-'; Outlook Stable;
  -- Senior unsecured debt rating at 'BBB-'.

BOC Aviation Pte Ltd:

  -- Long-term Issuer Default Rating at 'A-'; Outlook Stable.

GATX Corporation:

  -- Long-term Issuer Default Rating at 'BBB'; Outlook Stable;
  -- Short-term Issuer Default Rating at 'F2';
  -- Senior unsecured debt at 'BBB';
  -- Commercial paper at 'F2'.

GATX Financial Corporation:

  -- Senior unsecured debt at 'BBB'.

Fitch has assigned the following rating:

Philharmonic Aircraft Leasing Limited (subsidiary of AER)

  -- Senior secured bank debt 'BBB'.


* Fitch Posts Recovery Analyses for For-Profit Hospital Operators
-----------------------------------------------------------------
Fitch Ratings has published updated recovery analyses for the U.S.
for-profit hospital operators rated below 'BB-', including:

  -- Community Health Systems, Inc.;
  -- HCA Holdings Inc.; and
  -- Tenet Healthcare Corp.


* Fitch Updates Recovery Analyses on U.S. Gaming Operators
----------------------------------------------------------
Fitch Ratings has published updated recovery analyses for the
following U.S. gaming operators:

  -- Caesars Entertainment Operating Co. (including Chester Downs
     and Marina LLC)
  -- Caesars Linq, LLC & Caesars Octavius, LLC
  -- MGM Resorts International
  -- CityCenter Holdings, LLC
  -- Boyd Gaming Corporation
  -- Marina District Finance Company, Inc (Borgata)
  -- Peninsula Gaming, LLC (Newly assigned IDR and Security
     Specific Ratings)
  -- Pinnacle Entertainment, Inc.

Effective Aug. 10, 2012, Fitch Ratings updated its Ratings
Definitions, expanding the application of '+/-' to corporate issue
ratings at the 'CCC' level and defining a rating action as 'Under
Review'.  The '+/-' designations at the 'CCC' level are limited to
instrument ratings and will not be used for Issuer Default
Ratings, leaving 'CCC' as the sole issuer rating within the 'CCC'
category.  The new designations provide greater comparability to
debt instruments and Recovery Ratings in the lower end of the
speculative-grade rating scale, and are not intended to reflect
any change in Fitch's view of the creditworthiness of the issuers
or instruments changed in this rating action.

Gaming companies with issue and Recovery Ratings affected by the
change in the scale include MGM Resorts International, Boyd Gaming
Corporation, and Peninsula Gaming, LLC.

Certain gaming companies' ratings were also affected by the change
in rating criteria, but had been publicly updated prior to this
rating action commentary, including Caesars Entertainment
Operating Co., Caesars Linq, LLC and Caesars Octavius, LLC.


* Massive Openline Courses Carry Mixed Credit Implications
----------------------------------------------------------
The recent rush by leading universities in North America and
Europe to create collaborative networks that offer free online
courses represents a major shift in the sector's business model
and is likely to carry a mix of credit implications, says Moody's
Investors Service in a new report.

"Positive credit effects are likely to develop for the higher
education sector as elite universities offer more classes for an
unlimited number of students through low-cost, open courseware
platforms," said Moody's VP-Senior Analyst Karen Kedem, author of
the report. "However, there will eventually be negative effects on
for-profit education companies and some smaller not-for-profit
colleges that may be left out of emerging high-reputation online
networks."

The extent of longer-term credit impacts on individual
universities will vary widely, according to the report entitled,
"Shifting Ground: Technology Begins to Alter Centuries-Old
Business Model for Universities". It explains the phenomenon of
massive open online courses or MOOCs, which have the ability to
serve an unlimited number of students across the globe.

"MOOCs create new revenue opportunities, increase brand
recognition, and provide improved operating efficiencies," said
Ms. Kedem. "The availability of open platforms enables a
university to post content without incurring the cost of
developing and maintaining the infrastructure."

According to Moody's, MOOCs and related technology have the
potential to transform a university's operations, academic and
social programming, and pedagogical approach.

"Most universities will likely gravitate to a 'mixed' model that
combines residential learning with the new technology, some will
increasingly feature online course delivery, and some colleges may
choose to create a niche by remaining focused solely on the
traditional residential-classroom experience."

The residential college model will remain viable, says Moody's,
but less-selective, smaller colleges that are unable to join
emerging networks or carve out an independent niche will likely
experience credit stress driven by declining student demand.


* S&P Says $8 Trillion in Debt to Mature Through 2016
-----------------------------------------------------
Stephanie Gleason at Dow Jones' Daily Bankruptcy Review reports
that about $8 trillion in corporate debt will mature by the end of
2016, according to a new report, with $1.76 trillion of that rated
below investment grade and vulnerable to default.


* Ryan's Promotes 6 New Principals, Weiss as Exec. VP
-----------------------------------------------------
Ryan, a leading global tax services firm with the largest indirect
tax practice in North America, announced that Jeremy Abel, Bryan
Forsythe, Andrew Hall, Joe Molina, Jordan Simms, and Sharon
Welhouse have been promoted to Principal, and Gregory S. Weiss has
been promoted to Executive Vice President and Chief Legal Officer.

Jeremy Abel is a key executive in Ryan's Severance Tax practice
based in the Houston, Texas office and specializes in providing
multi-jurisdictional severance tax and production royalty
consulting services to clients in the oil and gas industry.  Mr.
Abel joined the Firm in January 2004 and has been instrumental in
the growth of the Firm's Severance Tax practice.  Mr. Abel also
played a pivotal role in the development of the Firm's rapidly
expanding Canadian Crown Royalty practice.  He holds a Bachelor of
Business Administration degree in Accounting from The University
of Texas at Austin.

Bryan Forsythe is based in the Dallas, Texas office and
specializes in providing multi-jurisdictional transaction tax
services to clients in the retail, manufacturing, and refining
industries.  Mr. Forsythe joined the Firm in June 1998 and has
been very influential in the ongoing development of Ryan's
industry-leading tax professionals, sharing his knowledge and
expertise through the development and administration of internal
technical training courses to ensure Ryan professionals continue
to lead the industry in tax knowledge and innovation.  Mr.
Forsythe is a member of the Institute for Professionals in
Taxation (IPT) and holds a Bachelor of Business Administration
degree in Finance from Texas Tech University.

Andrew Hall is based in the Dallas, Texas office and specializes
in providing multi-jurisdictional property tax services, including
audit defense, appeals, valuation, compliance, and management.
Mr. Hall joined the Firm in June 2000 and has more than 12 years
of experience in a variety of industries and properties, including
distribution, heavy manufacturing, food processing, leasing,
medical care, outdoor advertising, retail, and telecommunications.

Mr. Hall has achieved the Institute for Professionals in Taxation
(IPT) Certified Member of the Institute (CMI) designation, which
recognizes professional achievement and distinction in property
taxation, and is also a member of the Texas Association of
Property Tax Professionals.  He holds a Bachelor of Business
Administration degree in Accounting from Texas Tech University.

Joe Molina is a senior executive in Ryan's Property Tax practice
based in the Austin, Texas office and specializes in providing
telecommunications, pipeline, railroad, and industrial property
appraisals.  Mr. Molina joined the Firm in December 2004 and has
played a critical role in the growth of Ryan's Property Tax
practice.  He has represented Ryan as a frequent speaker at
several industry conferences and has authored articles in various
magazines, most recently writing "The Art of Finding Accurate
Price Indices for High-Tech Equipment," published in the
July/August 2012 issue of the Journal of State Taxation.  Mr.
Molina is a member of the Institute for Professionals in Taxation
(IPT) and the Broadband Tax Institute.  He holds a Bachelor of
Business Administration degree in Accounting from Southwest Texas
State University and is a Certified Public Accountant (CPA)
licensed in Texas.

Jordan Simms is based in the Dallas, Texas office and specializes
in providing multi-jurisdictional transaction tax services to
clients in the financial services, insurance, semiconductor
manufacturing, airline carrier, and retail industries.  Mr. Simms
joined the Firm in January 2001 and has been influential in the
growth of Ryan's Transaction Tax practice, the largest of its kind
in North America.  Mr. Simms holds a Certified Member of the
Institute (CMI) designation in Sales Tax from the Institute for
Professionals in Taxation (IPT) and is a member of the Texas
Taxpayers and Research Association.  He holds a Bachelor of
Business Administration degree in Accounting from Texas A&M
University.

Sharon Welhouse is based in the Austin, Texas office and
specializes in providing business incentive application and
compliance services.  Ms. Welhouse joined the Firm in February
2004 and has led Ryan's efforts to help multiple clients secure
credits through the Texas Enterprise Zone Program, an economic
development initiative where local communities partner with the
State of Texas to encourage job creation, job retention, and
capital investment in economically distressed areas of the state.
She is a member of the International Economic Development Council
and the Texas Economic Development Council.  Ms. Welhouse holds a
Bachelor of Business Administration degree in Accounting and a
Master of Professional Accounting degree from The University of
Texas at Austin.

Gregory S. Weiss joined Ryan in February 2006 and is based in the
Dallas, Texas office.  He is responsible for all Ryan's legal
affairs, including corporate affairs and governance, mergers and
acquisitions, contracts, employment, intellectual property, real
estate, litigation, and bankruptcy.  He also serves as Secretary
of the company.  Mr. Weiss holds a Bachelor of Science degree in
Computer Science from the University of Missouri and a Juris
Doctor degree from Duke University Law School.

"Ryan's aggressive growth and global expansion have provided our
professionals opportunities for advancement that are unmatched in
the tax services industry today," said G. Brint Ryan, Chairman and
CEO of Ryan.  "We have promoted 90 associates this year alone and
are proud to reward these seasoned professionals for superior
client service and results."

                           About Ryan

Ryan -- http://www.ryan.com/-- is an award-winning global tax
services firm, with the largest indirect tax practice in North
America and the seventh largest corporate tax practice in the
United States.

Headquartered in Dallas, Texas, the Firm provides a comprehensive
range of state, local, federal, and international tax advisory and
consulting services on a multi-jurisdictional basis, including
audit defense, tax recovery, credits and incentives, tax process
improvement and automation, tax appeals, tax compliance, and
strategic planning.  Ryan is a two-time recipient of the
International Service Excellence Award from the Customer Service
Institute of America (CSIA) for its commitment to world-class
client service.  Empowered by the dynamic myRyan work environment,
which is widely recognized as the most innovative in the tax
services industry, Ryan's multi-disciplinary team of more than 975
professionals and associates serves over 6,500 clients in 40
countries, including many of the world's most prominent Global
5000 companies.


* 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, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  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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