TCR_Public/120924.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, September 24, 2012, Vol. 16, No. 266

                            Headlines

1946 PROPERTY: 341 Meeting Continues Today
A&S HOLDING: Case Summary & 12 Unsecured Creditors
ACTIVECARE INC: Intends to Purchase Rapid Medical and Green Wire
ALLIED SYSTEMS: Wants Plan Filing Period Extended through Jan. 7
ALLIANCE 2009: Asks Court to Approve Hiring of H3GM as Counsel

ALLIANCE 2009: Initial Case Conference Set for Oct. 3
ALLIANCE 2009: Sec. 341 Creditors' Meeting Set for Oct. 25
AMERICAN AIRLINES: Appaloosa Said to Benefit in USAir Merger
AMERICAN AIRLINES: Lenders Want Cash for Declining Aircraft Value
ARCAPITA BANK: Committee Can Retain Houlihan as Fin'l Advisor

ARCAPITA BANK: Reaches Settlement With 6 Senior Managers
ARCAPITA BANK: Obtains Court's Nod to Implement EuroLog IPO
ART HORIZONS: Shuts Down Business Operation in Late August
ARTHUR NONNEMAN: Court Rules on Loan Contract Dispute
ATP OIL: IMOS Wants Liquidator for Israel Unit

ATWATER, CA: Mulls Fiscal Emergency, Bankruptcy
BAKER & TAYLOR: S&P Cuts CCR to 'B-' on Weak 4th Qtr. Results
BERNARD L. MADOFF: Trustee Mails 1,230 Checks for $2.48 Billion
BERRY PLASTICS: Amends 29.4 Million Common Shares Prospectus
BERRY PLASTICS: S&P Puts 'B-' Corp. Credit Rating on Watch Pos

BFSH LLC: Voluntary Chapter 11 Case Summary
BROADVIEW NETWORKS: Secures $25MM Bankruptcy-Exit Loan
BROADWAY FINANCIAL: Amends Q1 Form 10-Q, Posts $154,000 Earnings
CANADIAN NORTHERN: A.M. Best Lifts Fin. Strength Rating From 'B'
CATALYST PAPER: Begins Sales Process for Snowflake Mill & Assets

CELL THERAPEUTICS: To Issue 3MM Shares Under 2007 Incentive Plan
CHARLES STREET: Church Purges Bank's Default Interest
CHINA TEL GROUP: To Issue 12.2-Mil. Common Shares to Contractors
CHINA TEL GROUP: Issues 6.29MM Shares to James Shaw, et al.
CIP INVESTMENT: Can Employ Bryan Cave as Bankruptcy Counsel

CIP INVESTMENT: Taps Foulston Siefkin as Special Counsel
CIP INVESTMENT: Files Schedules of Assets and Liabilities
CIRCLE STAR: Incurs $1.9 Million Net Loss in July 31 Quarter
CIRCUS AND ELDORADO: Investigation Period Extended Until Oct. 31
CLEAR CHANNEL: Bank Debt Trades at 16% Off in Secondary Market

COLLINS AND WALTON: Case Summary & 20 Largest Unsecured Creditors
COMPUCOM SYSTEMS: S&P Affirms 'B+' CCR on Refinancing
COOL FROOTZ: Voluntary Chapter 11 Case Summary
DELUXE ENTERTAINMENT: S&P Affirms 'B-' CCR; Outlook Negative
DEWEY & LEBOEUF: Answers Objections to $71MM Clawback Deal

DEX MEDIA EAST: Bank Debt Trades at 38% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 35% Off in Secondary Market
DIGITAL DOMAIN: Proposes $350,000 Bonus Program
DIGITAL DOMAIN: Expects Robust Bidding at Auction
DOLE FOOD: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive

DOLPHIN DIGITAL: Inks 3-Year Contract With CEO William O'Dowd
DYNEGY HOLDINGS: Settles Cherokee Contract Fight For $3MM
EAGLE POINT: Taps Brown Chudleigh to Appraise Real Estate Assets
EASTMAN KODAK: Authorized to Sign New Movie Film Contracts
EMERGENCY MEDICAL: S&P Affirms 'B+' Corporate Credit Rating

FIRST AMERICAN: S&P Lowers CCR to 'B' After Dividend Recap
FLETCHER INTERNATIONAL: Section 341 Meeting Continued to Sept. 27
FLETCHER INT'L: Taps Appleby as Bermuda Counsel
FLETCHER INT'L: Wants Access to Cash Collateral of Credit Suisse
FLETCHER INTERNATIONAL: Hiring Donald MacKenzie as CRO

FLETCHER INTERNATIONAL: Has Until Today to File Schedules and SOFA
FRIGORIFICO MARIN: To Sell Commercial Property; Case Is 'SARE'
GATEHOUSE MEDIA: Bank Debt Trades at 69% Off in Secondary Market
GRAYMARK HEALTHCARE: Releases Financial Info on Pro Forma Basis
GREAT BASIN: Wins Approval of $35-Mil. Working Capital Loan

GUIDED THERAPEUTICS: Gets $2.9-Mil. from Warrant Exchange Offer
HARDAGE HOTEL: Taps HREC, 2 Others as Brokers for Hotels
HARDAGE HOTEL: Taps Solomon Ward to Negotiate with OneWest Bank
HAWKER BEECHCRAFT: Bank Debt Trades at 27% Off in Secondary Market
HOSTESS BRANDS: Asks Court to Impose Concessions on Union

HOVNANIAN ENTERPRISES: Unit Plans to Issue $797-Mil. Sr. Notes
HOVNANIAN ENTERPRISES: Has Tender Offer for 10-5/8% Senior Notes
HUMAN BEAN: Emerges From Bankruptcy With New Owners
HUSSEY COPPER: Employees May Not Be Entitled to Bonuses
INDIANAPOLIS DOWNS: Accepts Centaur's $500-Mil. Purchase Bid

INTELSAT SA: Subsidiary to Offer $640 Million of Senior Notes
JACK WORKS: Case Summary & 2 Unsecured Creditors
JOHN SMITH: Creditors' Meeting Set for Oct. 12
JONES GROUP: S&P Keeps 'B+' Rating on $400MM Notes Due March 2019
KINDRED HEALTHCARE: S&P Keeps 'B+' Rating on Secured Term Loan

LEHMAN BROTHERS: Ross Allowed to Purchase Navigator Stock
LOUISIANA RIVERBOAT: U.S. Trustee Balks at Proposed Break-Up Fee
LSP ENERGY: Judge Clears South Mississippi Electric to Buy Assets
MALLEY HEIGHTS: Case Summary & 9 Largest Unsecured Creditors
MAUNA LOA: Voluntary Chapter 11 Case Summary

MARK VERNON: Bankruptcy Halts Gryzwa Lawsuit
MDU COMMUNICATIONS: Ronald Ordway Discloses 22.4% Equity Stake
MEDICURE INC: Reports $23.3 Million Net Income in Fiscal 2012
MGM RESORTS: Completes Sale of $1 Billion in Senior Notes
MICHAELS STORES: S&P Affirms 'B' Corporate Credit Rating

MITEL NETWORKS: S&P Affirms 'B' CCR; Revises Outlook to Negative
MOUNT OLIVE: Case Summary & 20 Largest Unsecured Creditors
MOUNTAIN NATIONAL: CEO Friddell Resigns, President Remains
NET ELEMENT: OOO TOT Money Signs Contract with MegaFon
NORTEL NETWORKS: US LTD Employees Files Objection

NORTHCORE TECHNOLOGIES: Launches New Customer Web Platform
NUVILEX INC: Incurs $510,500 Net Loss in July 31 Quarter
ONCURE MEDICAL: S&P Withdraws 'B-' Corp. Credit Rating on Request
PACIFIC GOLD: Investor Converts Debt to 45.2-Mil. Common Shares
PATRIOT COAL: Blackstone Advisory Approved as Investment Banker

PATRIOT COAL: Bowles Rice OK'd to Handle Property Acquisitions
PATRIOT COAL: Can Hire Thompson Coburn to Handle Customer Disputes
PATRIOT COAL: Committee Hires Cole Schotz as Conflicts Counsel
PATRIOT COAL: Creditors Committee Hires Kramer Levin as Counsel
PATRIOT COAL: Files Schedules of Assets and Liabilities

PATRIOT COAL: Jackson Kelly to Assist in Environmental Matters
PATRIOT COAL: Meeting of Creditors Adjourned to Oct. 18
PATRIOT COAL: Steptoe & Johnson Approved as Special Counsel
POSITIVEID CORP: Issues 100 Series F Pref. Shares to Ironridge
PRESTIGE INVESTMENTS: Voluntary Chapter 11 Case Summary

PROTEONOMIX INC: Inks Pact to Conduct UMK-121 Phase 1 Trial
RANCHER ENERGY: Court Confirms Plan of Reorganization
RG STEEL: Sale of Sparrows Point Plant Approved
RITE AID: Incurs $38.7 Million Net Loss in Sept. 1 Quarter
ROCKWOOD SPECIALTIES: S&P Retains 'BB+' Corporate Credit Rating

RYAN INTERNATIONAL: Boyd Group OK'd to Assist in Restructuring
SABRE INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive
SAN BERNARDINO, CA: Files List of 20 Largest Unsecured Creditors
SANTEON GROUP: Incurred $94,500 Net Loss in Q3 2011
SBA COMMUNICATIONS: S&P Rates $300MM Unsecured Notes 'B-'

SHERITT INT'L: DBRS Finalizes 'BB' Rating for $500MM New Debt
SHERMACK PROPERTIES: Case Summary & 4 Unsecured Creditors
SHOPPES AT THE FOREST: Case Summary & 8 Unsecured Creditors
STEEL WORKS: Voluntary Chapter 11 Case Summary
STRATEGIC AMERICAN: Jeremy Driver Discloses 41.6% Equity Stake

STRATEGIC AMERICAN: Christopher Watts Holds 41.2% Equity Stake
STOCKTON, CA: Hockey Club Revamps "Our City Isn't Bankrupt" Promo
SUPERMEDIA INC: Meets with Dex One on Credit Pact Amendments
TRIBUNE CO: Bank Debt Trades at 23% Off in Secondary Market
TXU CORP: Bank Debt Trades at 32% Off in Secondary Market

TXU CORP: Bank Debt Trades at 25% Off in Secondary Market
UNITED AUTOMOBILE: A.M. Best Lowers Fin. Strength Rating to 'C'
US FIDELIS: Founder Given 40-Month Prison Sentence
USA SPRINGS: Case Trustee Gets $7.5MM Offer, May Skip Auction
VANN'S INC: Appliance Retailer Heading Toward Liquidation

VOLKSWAGEN-SPRINGFIELD: Todd Ruback Named as Privacy Ombudsman
VYSTAR CORP: Acquires Sleep Diagnostic Company SleepHealth
WWDT ENTERPRISES: Case Summary & 4 Unsecured Creditors
ZOO ENTERTAINMENT: David Smith Discloses 78.9% Equity Stake

* Moodys's Says Long-Term Care Insurers Face Uncertain Future
* Lehman, MF Global, AMR Lead August Claim Trading
* FDIC Likely to Pounce on GOP Insurer Insolvency Bill

* Caplin & Drysdale Bolsters New York Tax Practice
* Sands & Associates Joins Personal Bankruptcy Canada Network
* Goldman Sachs' Tarver Moves to Renovo Capital

* BOND PRICING -- For Week From Sept. 17 to 21, 2012

                            *********

1946 PROPERTY: 341 Meeting Continues Today
------------------------------------------
The U.S. Trustee in San Antonio, Texas, will continue a Meeting of
Creditors under 11 U.S.C. Sec. 341(angel) in the Chapter 11 case
of 1946 Property LLC today, Sept. 24, 2012, at 11:00 a.m. at San
Antonio Room 333.

The Creditors' Meeting was first held Sept. 10.

1946 Property, LLC, filed a bare-bones Chapter 11 petition (Bankr.
W.D. Tex. Case No. 12-52489) in San Antonio on Aug. 7, 2012.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), owns property in 1946 Northeast Loop 410, in San
Antonio.  Bankruptcy Judge Leif M. Clark presides over the case.
Vickie L. Driver, Esq., at Coffin & Driver, PLLC.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Edward Reese,
manager.


A&S HOLDING: Case Summary & 12 Unsecured Creditors
--------------------------------------------------
Debtor: A&S Holding, Inc.
        420 N. Nellis, A3-146
        Las Vegas, NV 89110

Bankruptcy Case No.: 12-20617

Chapter 11 Petition Date: September 17, 2012

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

Judge: Bruce A. Markell

Debtor's Counsel: Seth D. Ballstaedt, Esq.
                  THE BALLSTAEDT LAW FIRM
                  9480 S. Eastern Avenue, Suite 213
                  Las Vegas, NV 89123
                  Tel: (702) 715-0000
                  Fax: (702) 666-8215
                  E-mail: seth@ballstaedtlaw.com
                          sethballs@gmail.com

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

Estimated Debts: $50,001 to $100,000

A copy of the Company's list of its 12 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-20617.pdf

The petition was signed by Salim Rana, president.


ACTIVECARE INC: Intends to Purchase Rapid Medical and Green Wire
----------------------------------------------------------------
ActiveCare, Inc., has entered into a letter of intent for the
purchase of all of the assets and the assumption of certain
liabilities of Rapid Medical Response, LLC, a Utah limited
liability company, and Green Wire, LLC, a Utah limited liability
company.  The transaction is subject to completion of due
diligence and execution of a definitive agreement on or before
Sept. 30, 2012.

                         About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

As reported in the TCR on Dec. 30, 2011, Hansen, Barnett &
Maxwell, P.C., expressed substantial doubt about ActiveCare's
ability to continue as a going concern, following the Company's
results for the year ended Sept. 30, 2011.  The independent
auditors noted that the Company has incurred recurring
operating losses and has an accumulated deficit.

The Company's balance sheet at June 30, 2012, showed $2.08 million
in total assets, $5.34 million in total liabilities, and a
stockholders' deficit of $3.26 million.


ALLIED SYSTEMS: Wants Plan Filing Period Extended through Jan. 7
----------------------------------------------------------------
Allied Systems Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to end the Debtors' exclusive
period to file a plan through and including Jan. 7, 2013, and
their exclusive period to solicit acceptances of a filed plan
through and including March 7, 2013, citing, among others, that
the Debtors' cases are sufficiently large and complex to support
an extension of the exclusive periods.  Further, Debtors say their
cases have been pending for approximately three (3) months.

The Debtors' initial exclusive filing period extends through
Oct. 8, 2012, while the initial exclusive solicitation period
extends through Dec. 7, 2012.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


ALLIANCE 2009: Asks Court to Approve Hiring of H3GM as Counsel
--------------------------------------------------------------
Alliance 2009 LLC seeks Bankruptcy Court authority to employ
Harwell Howard Hyne Gabbert & Manner, P.C., as its Chapter 11
counsel at these hourly rates:

     Partners/Shareholders          $300 - $550 per hour
     Associates                     $190 - $285 per hour
     Law Clerks                     $150 - $190 per hour
     Paralegals                     $140 - $185 per hour

Craig Vernon Gabbert, Jr., at Harwell Howard Hyne Gabbert & Manner
PC, leads the engagement.

In the year preceding the petition date, the Debtro has paid the
firm, also called H3GM in court papers, a total of $31,023 for
services provided and expenses incurred in connection with or in
contemplation of the Chapter 11 case.  The firm holds a $150,000
retainer from the Debtor.  According to the Debtor's court filing,
the money paid to H3GM and the money held on retainer was funded
in part, $11,715, by the Debtor's operating funds, and the balance
by a prepetition loan or advance from the Debtor's managing member
and payment direct to the law firm of the last prepetition bill.

H3GM attests it does not represent any interest adverse to the
Debtor or its estate in the matters upon which it is to be
engaged.

                        About Alliance 2009

Alliance 2009, LLC, filed a bare-bones Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 12-08515) on Sept. 17, 2012.  Bankruptcy Judge
Marian F. Harrison presides over the case.  Harwell Howard Hyne
Gabbert & Manner PC, serves as the Debtor's counsel.  The Debtor
estimated assets of $10 million to $50 million and up to debts of
up to $10 million as of the Chapter 11 filing.

In May, Regions Bank filed a lawsuit against Alliance 2009 and
Milton A. Turner (N.D. Ala. 2:2012cv01789) for breach of contract.
According to the Birmingham Business Journal, the lawsuit was on
account of the Debtor's failure to pay a $7.5 million loan.  The
lawsuit claims the borrower failed to make payments due Oct. 15,
2011, on the $7.5 million loan made in December 2010.  Mr. Turner
guaranteed the debt.


ALLIANCE 2009: Initial Case Conference Set for Oct. 3
-----------------------------------------------------
The Bankruptcy Court will hold an Initial Conference in the
Chapter 11 case of Alliance 2009 LLC on Oct. 3, 2012, at 9:00 a.m.

Alliance 2009, LLC, filed a bare-bones Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 12-08515) on Sept. 17, 2012.  Bankruptcy Judge
Marian F. Harrison presides over the case.  Harwell Howard Hyne
Gabbert & Manner PC, serves as the Debtor's counsel.  The Debtor
estimated assets of $10 million to $50 million and up to debts of
up to $10 million as of the Chapter 11 filing.

In May, Regions Bank filed a lawsuit against Alliance 2009 and
Milton A. Turner (N.D. Ala. 2:2012cv01789) for breach of contract.
According to the Birmingham Business Journal, the lawsuit was on
account of the Debtor's failure to pay a $7.5 million loan.  The
lawsuit claims the borrower failed to make payments due Oct. 15,
2011, on the $7.5 million loan made in December 2010.  Mr. Turner
guaranteed the debt.


ALLIANCE 2009: Sec. 341 Creditors' Meeting Set for Oct. 25
----------------------------------------------------------
The U.S. Trustee in Nashville, Tenn., will convene a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Alliance 2009 LLC on Oct. 25, 2012, at 10:00 a.m. at Customs
House, 701 Broadway, Room 100, in Nashville.

The last day to file a complaint to determine dischargeability of
certain debts is Dec. 24.

                        About Alliance 2009

Alliance 2009, LLC, filed a bare-bones Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 12-08515) on Sept. 17, 2012.  Bankruptcy Judge
Marian F. Harrison presides over the case.  Harwell Howard Hyne
Gabbert & Manner PC, serves as the Debtor's counsel.  The Debtor
estimated assets of $10 million to $50 million and up to debts of
up to $10 million as of the Chapter 11 filing.

In May, Regions Bank filed a lawsuit against Alliance 2009 and
Milton A. Turner (N.D. Ala. 2:2012cv01789) for breach of contract.
According to the Birmingham Business Journal, the lawsuit was on
account of the Debtor's failure to pay a $7.5 million loan.  The
lawsuit claims the borrower failed to make payments due Oct. 15,
2011, on the $7.5 million loan made in December 2010.  Mr. Turner
guaranteed the debt.


AMERICAN AIRLINES: Appaloosa Said to Benefit in USAir Merger
------------------------------------------------------------
Bloomberg News' Beth Jinks, Mary Schlangenstein and David
McLaughlin report that three people familiar with the matter said
Appaloosa Management LP has positioned itself to benefit from a
possible merger between bankrupt AMR Corp. and US Airways Group
Inc. after taking stakes in both airlines.

According to Bloomberg, one of the sources, who asked not to be
identified because the matter is private, said that while the
hedge fund run by David Tepper isn?t lobbying for a tie-up, it
favors consolidation and may opt later to push for a deal.

With a strategy like Appaloosa's "you either insure you win or
that you don't lose by being on both sides of a deal," Fred
Lowrance, an Avondale Partners LLC analyst in Nashville,
Tennessee, said in an interview Saturday, according to Bloomberg.
"No matter the outcome it?s going to be positive for one of them."

The Bloomberg report notes Appaloosa is US Airways? top
shareholder and has amassed AMR debt that could be converted to
equity in a Chapter 11 restructuring.  Bloomberg relates:

     -- regulatory filings show Appaloosa added 2.27 million
        US Airways shares as of June 30, raising its ownership
        to 12.9 million shares, or about 8%.

     -- bankruptcy documents show Appaloosa also bought claims
        at AMR from Citigroup Inc. tied to aircraft leases.  It
        also holds additional AMR debt the firm isn?t required
        to disclose and is one of the larger debt holders, the
        people familiar with the matter said.

Bloomberg also notes that, besides AMR and US Airways, Appaloosa
also owned at least 2.9% of United, 1.1% of Delta and 0.3% of
JetBlue Airways Corp., according to regulatory filings as of
June 30.  One of the sources told Bloomberg that Appaloosa is
betting on the airline industry's rebound as consumer spending
recovers and fuel costs drop.

Bloomberg, citing court papers, reports that other US Airways
shareholders also have bought AMR (AAMRQ) debt:

     -- Marathon Asset Management LP, US Airways? fifth-largest
        equity investor, owns special facilities revenue bonds
        issued to finance AMR?s acquisition, construction and
        improvement of airport facilities, court papers show;

     -- Cyrus Capital Partners LP, another US Airways shareholder,
        owns AMR debt as well. Cyrus is among a group of
        12 creditors that is negotiating with AMR about potential
        financing for its bankruptcy restructuring. Cyrus?s
        holdings include $37.9 million of the 6.25% notes and
        $71.6 million of 7.5% notes due in March 2016, court
        papers show.


AMERICAN AIRLINES: Lenders Want Cash for Declining Aircraft Value
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. was back in court Sept. 20 fending off
another attempt by aircraft lenders to extract more cash from the
parent of American Airlines Inc.

According to the report, the lenders want additional cash to cover
$450 million in 10.5% notes due 2012 that already have $41.5
million in cash and 143 aircraft as collateral, according to AMR.
In March AMR beat off an attempt by U.S. Bank NA, the noteholders'
indenture trustee, to require cash payments making up for the
allegedly declining value of the aircraft.  AMR responded by
saying that the aircraft together with the cash on deposit would
cover the debt more than twice over.  U.S. Bank returned to
bankruptcy court with a new set of papers in late August,
contending that circumstances changed since March.  The bank
argues that the value of the later-model aircraft has fallen
because they now only have value for their parts.  According to
AMR, the collateral still is worth more than the debt, even given
the bank's new estimate of the aircraft's value.

The Bloomberg report discloses that AMR said in a court filing
that the bank's new submission "borders on -- if not crosses the
line of -- being frivolous."  The company says the bank's
appraiser changed his valuation method to contend that the
aircraft fell more than 30% in value in seven months.  More
American Airlines flights are being canceled on the heels of
imposition of labor contracts containing concession of 20% from
the pilots and 17% from everyone else.

                      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).


ARCAPITA BANK: Committee Can Retain Houlihan as Fin'l Advisor
-------------------------------------------------------------
On Sept. 17, 2012, the U.S. Bankruptcy Court for the Southern
District of New York authorized, on a final basis, the official
committee of unsecured creditors of Arcapita Bank B.S.C.(c), et
al., to retain Houlihan Lokey Capital, Inc., as the Committee's
financial advisor and investment banker, nunc pro tunc to
April 12, 2012.

All requests of Houlihan for payment of indemnity, reimbursement,
or contribution will be made by application and will be subject to
review by the Court.

As the Committee has also retained FTI Consulting, Inc., as
financial advisor, FTI and Houlihan will coordinate on the
services they are providing to the committee to ensure that there
is no unnecessary duplication of services by either firm.  FTI
will be principally responsible for providing to the Committee
financial analyses of the Debtors' liquidity, cash activities,
cash control, intercompany activities, as well as tax-related
advice, claims analysis and a review of potential avoidance
actions, all subject to the Committee's specific authorization and
direction.  Houlihan will be primarily responsible for advising
the Committee on the financial and strategic elements of the
Debtors' business plan (including an assessment of all
investments, proposed deal funding, relevant valuations and the
viability of a stand-alone plan of reorganization), potential
merger and acquisition transactions, and financing alternatives
for the Debtors, including exit financing.

A copy of the Engagement Letter, as amended, is available at:

     http://bankrupt.com/misc/arcapita.doc482.exhibitA.pdf

                       About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on
March 19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita
that previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage
I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural
Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins
LLP as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition
to its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as provisional liquidator.


ARCAPITA BANK: Reaches Settlement With 6 Senior Managers
--------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for authorization to implement
the Senior Management Global Settlement of claims between Arcapita
Group and six members of senior management.

On July 9, 2012, the Court approved a settlement of certain
outstanding employee obligations relating to the Investment
Participation Program ("IPP") and the Investment Incentive Program
("IIP") equity incentive programs in exchange for, among other
things, unpaid IPP or IIP equity shares in portfolio companies,
capped notice and severance benefits and a commitment to continue
to work for the Arcapita Group until Nov. 6, 2012.  In addition,
the Court approved a key employee incentive program for certain
key members of the Debtors' management (the "KEIP"), a key
employee retention program for certain critical staff of the
Debtors (the "KERP") and a significant reduction in force of the
Arcapita Group's employees (the "RIF").

The Senior Managers agreed not to participate in either the Global
Settlement or the KEIP.  They did so to avoid potentially
protracted litigation with the Committee that could have delayed
the implementation of the RIF, the KEIP and the KERP, all of which
were necessary, in the Debtors' and management's opinion, to
stabilize the Debtors in the wake of the abrupt commencement of
the Chapter 11 cases.

Arcapita believes the implementation of the Senior Management
Global Settlement satisfies the Bankruptcy Code and the Bankruptcy
Rules, incentivizes Senior Management to satisfy a challenging
goal that, if accomplished, will enhance the value of the Debtors'
estates for all stakeholders, and reflects a sound exercise of the
Debtors' business judgment.

              The Senior Management Global Settlement

To participate in the Senior Management Global Settlement, a
participating Senior Manager must agree to forgo his statutory and
contractual notice and severance pay in return for a combined
capped four-month notice and severance payment and release the
Arcapita Group from any additional claims and causes of action.

In addition, in an effort to further align management's incentives
with those of other stakeholders, the Debtors propose to further
condition Senior Management's participation on the Senior
Management Global Settlement on a key, definitive milestone: the
filing of an Eligible Plan by the Debtors by Dec. 15, 2012.

Finally, in exchange for achieving the Milestone and being granted
the Senior Management Global Settlement, in the event of ultimate
confirmation of a New Money Plan, either through the filing of a
Toggle Plan or a separate New Money Plan, all participating Senior
Managers have agreed to waive their prepetition unsecured claims
against all of the Debtors relating to unpaid 2011 incentive
payments.

In two specific scenarios where the ability of Senior Management
to achieve the Milestone is removed, due to no action or fault of
its own, Senior Management will be able to participate fully in
the Senior Management Global Settlement.  This will occur if
either (a) the Chapter 11 Cases are converted into Chapter 7
proceedings on or before Dec. 15, 2012, which conversion is not
initiated by the Debtors, or (b) the winding up petition in FSD
Cause No. 45 of 2012 ? AJ in the Grand Court of the Cayman Islands
is converted from a joint provisional liquidation to a full
liquidation and winding up, which conversion is not initiated by
the Debtors.

A hearing on the motion will be held Oct. 9, 2012, at 2:00 p.m.

                       About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on
March 19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita
that previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage
I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural
Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins
LLP as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition
to its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as provisional liquidator.


ARCAPITA BANK: Obtains Court's Nod to Implement EuroLog IPO
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Arcapita Bank, B.S.C.(c), et al., authorization to
launch and carry out the EuroLog IPO.  The EuroLog IPO
documentation will be either (i) in form and substance acceptable
to Standard Chartered Bank, to the Official Committee of Unsecured
Creditors, and to the Joint Provisional Liquidators of AIHL; or
(ii) will be approved by the Court after a further hearing on the
motion upon at least 7 business days' notice and an opportunity to
be heard by the Interested Parties.

                       About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on
March 19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita
that previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage
I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural
Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins
LLP as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition
to its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as provisional liquidator.




ART HORIZONS: Shuts Down Business Operation in Late August
----------------------------------------------------------
The Associated Press reports that James Curcio, executive director
of the North Delta Planning and Development District, said Art
Horizons Inc. closed in late August 2012 as government entities
and a bank fight over the firm's assets.

According to AP, the city of Batesville and district had loaned
Art Horizons money to aid economic development in recent years.
The company said in papers filed in U.S. Bankruptcy Court in
Memphis that it owes $346,000 to Batesville and $73,000 to the
planning district.  The $312,000 it owes to Panola County appears
to be related to unpaid property taxes.  However, Louisiana-based
Iberia Bank is challenging the city and district's claims to the
company's equipment.

AP relates Iberia Bank said in court papers that neither
Batesville nor the planning district correctly filed their liens
and that the bank, which is owed as much as $7 million, should get
first claim on the equipment.  That's important because most
creditors are unlikely to get paid, AP says.  Art Horizons said in
court papers earlier this summer that it has $10.7 million in
debts compared to only $2.4 million in assets.

The report says Batesville has a separate lawsuit pending in state
court saying that the Brucker family, which owns Art Horizons,
should have to repay what the company owes the city because they
personally guaranteed the loans.

AP adds the company said in court papers filed in May that it
would like to sell its assets to UMA Enterprises, which imports
and wholesales decorative items, for a projected purchase price of
$750,000.

Based in Batesville, Mississippi, Art Horizons Inc. filed for
Chapter 11 bankruptcy protection on May 8, 2012 (Bankr. W.D. Tenn.
Case No. 12-24834).  Judge George W. Emerson Jr. presides over the
case.  Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh,
PLLC, represents the Debtor.  The Debtor estimated assets of
between $500,000 and $1 million, and debts of between $1 million
and $10 million.


ARTHUR NONNEMAN: Court Rules on Loan Contract Dispute
-----------------------------------------------------
Bankruptcy Judge Tracey N. Wise ruled that Arthur J. Nonneman and
Kathleen Anne Nonneman, on the one hand, and Dallas and Cheryl
Murphy and Kent and Cheryl Mays, on the other, entered into an
enforceable promissory note whereby the Murphys promised to pay
$2,500,000 to the Nonnemans in consideration for the Nonnemans'
aid in obtaining a business loan to inure to the benefit of Mr.
Murphy's business and the Mays guaranteed the Murphys' obligation
to the Nonnemans.  The Court also held that the obligations under
the Nonneman Note were not extinguished by a subsequent novation
and the Murphys and Mayses failed to pay the Nonneman Note in full
when the Note matured.

Dallas Murphy is the 100% owner of a development business, MSC
Management, LLC.  As part of an effort by Mr. Murphy and MSC
Management to purchase, develop and improve 47.5 acres of real
property in Nicholasville, Jessamine County, Kentucky, Mr. Murphy,
and his wife, Cheryl Murphy, approached Mrs. Murphy's parents, the
Nonnemans, for help in securing financing.  Neither Mr. Murphy nor
MSC Management had sufficient credit to obtain the necessary
financing, thus Mr. Murphy asked the Nonnemans to seek a
$2,500,000 loan from Town Square Bank on Mr. Murphy and MSC
Management's behalf.

The Nonnemans agreed and on Nov. 25, 2005, they executed and
delivered a promissory note to TSB for a $2,500,000 business loan.
The TSB Note had an interest rate of 7.75% and required the
Plaintiffs to make quarterly interest-only payments until
maturity, Nov. 28, 2007, when a balloon payment of all outstanding
principal and accrued unpaid interest was due.  Neither MSC
Management nor Mr. Murphy signed as guarantors on the TSB Note,
but MSC Management granted a mortgage to TSB on the Real Property
to secure the TSB Note.  The loan proceeds were then delivered to
MSC Management.

Also on Nov. 25, 2005, to provide the Nonnemans some protection
for their personal liability on the TSB Loan, the Murphys executed
and delivered a "Promissory Note" to the Nonnemans.

After execution of the TSB Note, Mr. Murphy made interest payments
due on the TSB Note directly to TSB, the total amount of which is
not in the record.  He made no payments directly to the Nonnemans.
The Nonnemans made no payments on the TSB Note prior to its
maturity on Nov. 28, 2007.  It is unclear whether the Mays have
made any payments.

On the date that the TSB Note matured, it was renewed for the
first time with the Nonnemans in the amount of $2,500,000 at a
rate of 8.25%.  Neither the Murphys nor the Mays participated in
this renewal.

On Oct. 31, 2008, TSB entered into a Loan Participation Agreement
with American Founders Bank.  Per the terms of the Agreement, TSB
agreed to transfer all its rights in the TSB Note to AFB and AFB
allowed TSB to service the TSB Note on AFB's behalf.

On Nov. 28, 2009, the Nonnemans renewed the TSB Note for a second
time with a balance of $2,497,368.  Once again, neither the
Murphys nor the Mays participated in the renewal process.  That
same day, TSB entered into another Loan Participation Agreement
with AFB that allowed TSB to service the TSB Note and act as a
collection agent for AFB.

AFB ultimately became frustrated with TSB's collection efforts.
Thus, on Sept. 9, 2010, AFB served a written notice on TSB and the
Nonnemans that AFB would proceed to collect directly on the TSB
Note.  AFB then took action to make MSC Management, who received
the proceeds of the TSB Loan, a co-maker and "re-document the
[TSB] loan."  On Sept. 27, 2010, AFB drafted a new note in favor
of AFB to include MSC Management as a co-maker.

The First AFB Note named the Nonnemans as the borrowers of
$2,497,368, but was signed by both the Nonnemans and Dallas Murphy
on behalf of MSC Management as borrowers. The First AFB Note
further required $57,000 to be paid to bring the account current.
Unlike the prior renewals of the TSB Note, the First AFB Note was
not stamped or titled as a "renewal."

At the time that AFB, the Nonnemans, and MSC Management via Mr.
Murphy executed the First AFB Note, AFB was apparently unaware
that that MSC Management had previously given a mortgage to secure
the TSB Note. Thus, in addition to asking the Nonnemans and MSC
Management to sign the First AFB Note, AFB also required MSC
Management to grant a mortgage on the Real Property to AFB.  AFB
also required the loan to be "re-documented," including a
resolution by MSC Management to borrow funds, a Disbursement
Request and Authorization, an Agreement to Provide Insurance, W-9
Taxpayer Requests, and a Notice of Final Agreement.

Before the AFB Mortgage was recorded, AFB received an updated
title opinion dated Sept. 29, 2010 (two days following execution
of the AFB loan documents) revealing the prior TSB Mortgage, as
well as several subsequent liens recorded on the Real Property.
Fearing that recording the AFB Mortgage would cause AFB to lose
its priority position based on the TSB Mortgage, AFB drafted a new
note (the "Second AFB Note") and asked the Nonnemans and Mr.
Murphy on behalf of MSC Management to sign it.  Unlike the prior
AFB Note, the Second AFB Note is entitled "Renewal Promissory
Note."

In November 2010, the Nonnemans and MSC Management defaulted on
the Second AFB Note.  On Nov. 12, 2010, AFB filed a complaint
against the Nonnemans and MSC Management in Fayette Circuit Court.
On April 13, 2011, the Fayette Circuit Court entered an Agreed
Judgment in favor of AFB in the amount of $2,497,368.00 plus the
interest rate of 7.75% from September 27, 2010 until January 5,
2011, and interest at the rate of 9.75% thereafter until paid in
full.

On June 22, 2011, the Nonnemans filed for Chapter 11 bankruptcy.
On Nov. 14, 2011, AFB filed a Proof of Claim (POC #3-1) for
$2,497,368.  A Chapter 11 Plan was confirmed on Feb. 23, 2012.
The Real Property was sold at auction for $490,000 and on March
12, 2012, AFB reduced its Proof of Claim to $2,007,368.

On Dec. 1, 2011, the Nonnemans filed an adversary proceeding
against the Murphys as borrowers and the Mays as guarantors
pursuant to the Nonneman Note.  The Nonnemans seek to recover
based on two separate counts: (1) breach of contract; and (2)
turnover of the money due based on the breach (alleged to be
$2,944,074.13 through Nov. 15, 2011, plus interest accruing
thereon at a rate of 9.75%, as well as attorneys' fees and costs)
as property of the estate.  The Mays answered generally denying
the allegations and cross-claimed against the Murphys as the
primary obligors.  The Murphys, proceeding pro se, also filed an
answer to the Nonnemans' Complaint but did not reply to the Mays'
cross-claim.

The parties are embroiled in a lawsuit entitled, ARTHUR J.
NONNEMAN KATHLEEN ANNE NONNEMAN, Plaintiffs, v. Dallas L. Murphy,
Jr., et al., Defendants, Adv. Proc. Case No. 11-5073 (Bankr. E.D.
Ky.).  A copy of the Court's Sept. 13, 2012 Memorandum Opinion is
available at http://is.gd/eNibsafrom Leagle.com.


ATP OIL: IMOS Wants Liquidator for Israel Unit
----------------------------------------------
Globes.co.il reports that International Mediterranean Oilfield
Services Ltd. filed with the Tel Aviv District Court in Israel on
Sept. 9, 2012, a motion to appoint Adv. Dror Vigdor, a partner at
the Yigal Arnon & Co. law firm, as temporary liquidator for ATP
Oil & Gas Corporation subsidiary ATP East Med Number BV.

Earlier this month, the Tel Aviv District Court seized ATP East
Med's rights to the licenses, after the U.S. parent filed for
Chapter 11 bankruptcy protection.  ATP's creditors discovered that
the company's offshore exploration licenses in Israel were held by
a subsidiary, ATP East Med, which was not protected from seizure
under US bankruptcy laws.

According to documents obtained by "Globes", the trustee wants to
keep some of the company's exploration rights in Israel and sell
the rest.

                         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 US$3,638,399,000 in assets and
US$3,485,838,000 in liabilities as of March 31, 2012.  Debt
includes US$365 million on a first-lien loan, US$1.5 billion on
second-lien notes with Bank of New York Mellon Trust Co. as
agent, US$35 million on convertible notes and US$23.4 million
owing to third parties for their shares of production revenue.

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

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


ATWATER, CA: Mulls Fiscal Emergency, Bankruptcy
-----------------------------------------------
American Bankruptcy Institute reports that officials in Atwater,
Calif., met to discuss whether to declare a fiscal emergency,
which would allow them to move forward with a chapter 9 bankruptcy
filing for the city.

Atwater is a city on State Route 99 in Merced County, California.
Atwater is 8 miles west-northwest of Merced, at an elevation of
151 feet.  The population as of the 2010 census was 28,168.


BAKER & TAYLOR: S&P Cuts CCR to 'B-' on Weak 4th Qtr. Results
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Charlotte, N.C.-based Baker & Taylor Acquisitions Corp.
to 'B-' from 'B'. The outlook is stable.

"At the same time, we assigned our 'B+' senior secured debt rating
to Baker & Taylor's proposed $245 million revolving credit
facility due 2016 and $45 million FILO tranche due in 2016. We
also assigned this debt a recovery rating of '1', indicating our
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default," S&P said.

"Concurrently, we assigned our 'CCC' issue-level rating to the
company's proposed $150 million senior secured second-lien notes
due 2017. We also assigned this debt a recovery rating of '6',
indicating our expectation of negligible (0% to 10%) recovery for
noteholders in the event of a payment default," S&P said.

"Furthermore, we lowered our senior secured debt rating on the
company's $165 million senior secured second-lien notes due 2013
to 'CCC' from 'CCC+'. The recovery rating remains '6', indicating
our expectations for negligible (0% to 10%) recovery in the event
of a payment default," S&P said.

"According to the company, it intends to use the proceeds from
these new issues to pay in full all amounts outstanding under its
existing revolving credit facility and existing notes. Upon
completion of the refinancing, we will withdraw our ratings on the
$165 million second-lien notes," S&P said.

"The ratings on privately held, Charlotte, N.C.-based Baker &
Taylor reflect our assessment that the financial risk profile is
'highly leveraged' and its business risk profile is 'vulnerable,'"
S&P said.

"The company's financial risk profile reflects its highly
leveraged capital structure following the refinancing, thin credit
protection measures, and modest free operating cash flow
generation," said Standard & Poor's credit analyst Jayne Ross.

"Our outlook on Baker & Taylor is stable. We expect the company to
maintain current levels of margins and profitability measures,
despite our expectations for negative sales growth in the retail
segment in fiscal 2013 and 2014," S&P said.

"We could downgrade the company if Baker & Taylor's liquidity
position deteriorates or it loses a major customer, resulting in
much lower EBITDA and, consequently, thinner cash flow protection
measures. In addition, if revenues decline in the mid- to high-
single digit range and gross margin contracts by 50 basis points
(bps) or more, or some combination of the two, we estimate that
EBITDA to interest coverage will be less than 1x. We would then
consider lowering the rating," S&P said.

"Although unlikely in the near term, we could raise the rating if
we see meaningful new customer additions resulting in improved
operating performance and credit protection measures, including
debt leverage in the 5.5x area or less. We estimate that this
could occur if we see a combination of positive sales growth,
gross margin improvement (150 bps or more), or debt reduction,"
S&P said.


BERNARD L. MADOFF: Trustee Mails 1,230 Checks for $2.48 Billion
---------------------------------------------------------------
Irving H. Picard, SIPA Trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC said Sept. 20 that checks for the
second pro rata interim distribution of recovered monies from the
BLMIS Customer Fund to eligible BLMIS customers were mailed
Sept. 19.  The second interim distribution, when combined with the
funds already returned to BLMIS customers, fully satisfies more
than 50 percent of the total current accounts with allowed claims.

Through the second interim distribution, $2.479 billion will be
distributed on a pro rata basis to BLMIS accounts with allowed
claims (as of record date Sept. 12, 2012).  1,230 BLMIS accounts
will receive approximately 33.556 percent of the allowed claim
amount of each individual account, unless the claim is fully
satisfied.  The average payment will be slightly more than $2
million, the smallest check being $1,784.00 and the largest
$526,865,667.11.  Of these 1,230 BLMIS accounts with allowed
claims, 182 will now be fully satisfied during the second pro rata
interim distribution.  A total of 892 accounts have already been
fully satisfied with the SIPC advance and the first interim
distribution, bringing the total number of fully satisfied
accounts to 1,074.  After the second interim distribution, 1,048
accounts will be partially satisfied and entitled to participate
in future interim distributions.

"The second pro rata interim distribution, combined with the
$1.146 billion already advanced or distributed to BLMIS customers
with allowed claims, results in a total of approximately $3.625
billion returned to date to these victims of Bernard Madoff," said
Mr. Picard.  "While this progress is extremely gratifying, we will
not cease our work to continue recovering assets for the Customer
Fund, and we will make additional distributions as soon as
practicable."

"In addition to recovering as much stolen money as possible for
Madoff's victims, we are also moving forward aggressively to
resolve litigation and appeals which are delaying further
distributions to BLMIS customers," said David J. Sheehan, Chief
Counsel to the SIPA Trustee.  "We are confident in our positions
and we look forward to putting more recovered funds back in the
hands of their rightful owners in the near future."

The first pro rata interim distribution of more than
$342.5 million commenced on Oct. 5, 2011.  Eligible accounts in
the first distribution received approximately 4.602 percent of the
allowed claim amount of each individual account, unless the claim
was fully satisfied.  Combined, the two interim distributions
total approximately 38.158 percent of the allowed claim amount of
each individual account, unless the claim was fully satisfied.  In
addition, the SIPA Trustee has paid approximately $803.7 million
in advances committed by SIPC to BLMIS customers with allowed
claims.

To date, the SIPA Trustee has recovered or reached agreements to
recover more than $9.147 billion, representing nearly 53 percent
of the approximately $17.3 billion in principal estimated to have
been lost in the Ponzi scheme by direct BLMIS customers who filed
claims.

The amounts recovered have been made possible through advances
provided by the Securities Investor Protection Corporation from a
fund supported by securities industry assessments.  To date, SIPC
has advanced approximately $621 million for administrative
expenses in the BLMIS liquidation proceeding.

Every dollar recovered by the SIPA Trustee will go to the Madoff
customers.  Not one penny of the funds recovered by the SIPA
Trustee has been used to pay any administrative expenses in the
proceeding.

The amount of the second distribution was dependent on several
issues, including whether BLMIS claimants are entitled to "time-
based damages" - payments based on the time elapsed while customer
monies were deposited with BLMIS - and the appropriate amount for
a reserve based on this issue until it is resolved.  In its
Aug. 22, 2012 order, the Bankruptcy Court instructed the SIPA
Trustee to set aside a reserve based on a 3 percent interest rate
for the time-based damages issue.  The Honorable Burton R.
Lifland's order was not appealed, thus enabling the SIPA Trustee
to move ahead with the allocation of approximately $5.5 billion to
the Customer Fund and a second pro rata interim distribution of
approximately $2.5 billion from the Customer Fund.

Mr. Sheehan notes that there remain 229 claims that have been
deemed determined by the SIPA Trustee pending the outcome of
ongoing litigation.  Once the related litigation is finally
resolved - via settlement or a final, unappealable decision -
these claims may become allowed and, if allowed, would become
eligible for all pro rata distributions to date.  For this
potential scenario, the SIPA Trustee must set aside a reserve for
the two interim distributions of 38.158 percent of potential
payments, and has therefore reserved approximately $3.46 billion.

                      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.


BERRY PLASTICS: Amends 29.4 Million Common Shares Prospectus
------------------------------------------------------------
Berry Plastics Group, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 5 to the Form S-1 registration
statement relating to the Company's initial public offering of
29,411,764 shares of its common stock.

After the completion of this offering, funds affiliated with
Apollo Global Management, LLC, will continue to own a majority of
the voting power of the Company's outstanding common stock.  As a
result, the Company expects to be a "controlled company" within
the meaning of the corporate governance standards of the New York
Stock Exchange.

The Company expects the public offering price to be between $16.00
and $18.00 per share.  Currently, no public market exists for the
shares.  The Company has applied to list its shares of common
stock on the NYSE under the symbol "BERY."

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

                        http://is.gd/uUYMBQ

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At January 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at April 2, 2011, showed $5.54 billion
in total assets, $5.34 billion in total liabilities, and
$202 million in total stockholders' equity.

                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BERRY PLASTICS: S&P Puts 'B-' Corp. Credit Rating on Watch Pos
--------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Berry Plastics Corp., including the 'B-' corporate credit rating,
on CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that the
company could issue up to $538 million in common stock," said
credit analyst Henry Fukuchi. "The stated use of proceeds is to
repay $455 million of senior subordinated notes due September
2016, with the remaining amounts for working capital and general
corporate purposes. If the transaction successfully closes, we
expect leverage to improve to about 6.3x pro forma for June 30,
2012."

"We will monitor the transaction and resolve the CreditWatch
listing upon review of the transaction and its implications for
credit quality," S&P said.


BFSH LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: BFSH LLC
        c/o Franklin D. Dodge, Esq.
        RYAN RAPP & UNDERWOOD, PLC
        3200 N. Central Avenue, Suite 1600
        PHOENIX, AZ 85012
        Tel: (602) 280-1000

Bankruptcy Case No.: 12-20592

Chapter 11 Petition Date: September 17, 2012

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Franklin D. Dodge, Esq.
                  RYAN RAPP & UNDERWOOD, P.L.C.
                  3200 N. Central Avenue, #1600
                  Phoenix, AZ 85012
                  Tel: (602) 280-1000
                  Fax: (602) 385-6706
                  E-mail: tdodge@rrulaw.com

Scheduled Assets: $3,577,006

Scheduled Liabilities: $5,495,293

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

The petition was signed by Paul Cantarella, managing member.


BROADVIEW NETWORKS: Secures $25MM Bankruptcy-Exit Loan
------------------------------------------------------
Broadview Networks Holdings Inc. is asking the bankruptcy court to
approve a new $25 million loan that would fund its plan of
reorganization and provide capital to the restructured company.

BankruptcyData.com reports that Broadview Networks is seeking
approval to enter into an exit financing commitment letter with
CIT Finance for a new $25 million revolving credit facility, which
may be increased by an additional $10 million under an incremental
facility, including a sub-limit equal to 10% of the maximum credit
amount for swing line loans and a $10,000,000 sub-limit for the
issuance of letters of credit. The loan will bear interest at Base
Rate plus 1.75% annually or LIBOR plus 2.75% annually.

The Court scheduled an Oct. 3, 2012 hearing to consider the
funding.

                     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.


BROADWAY FINANCIAL: Amends Q1 Form 10-Q, Posts $154,000 Earnings
----------------------------------------------------------------
Broadway Financial Corporation announced its revised results for
the quarter ended March 31, 2012.

The Company's previously reported results for the quarter have
been revised because some of the provisions that the Company had
included in the results for the first quarter of 2012 are now
reflected in its restated results for 2011.  In addition, the
revision to the results for the first quarter of 2012 reflect
conclusions regarding the Company's valuation allowances reached
by the Office of the Controller of Currency during its recently
completed supervisory examination of the Bank.

Based on these changes, the Company is reporting net earnings of
$154,000 for the first quarter of 2012, whereas previously the
Company had reported a loss of $60,000.  In contrast, the Company
reported a net loss of $129,000 for the first quarter of 2011.
After deducting preferred dividends and related discount accretion
on the Series D and E Perpetual Cumulative Preferred Stock held by
the U.S. Department of the Treasury, the Company is now reporting
a loss to common stockholders of $132,000, as compared to a
previously announced loss of $346,000 for the first quarter of
2012 and a loss of $412,000 for the first quarter of 2011.

The revised balance sheet as of March 31, 2012, showed $408.86
million in total assets, $390.59 million in total liabilities and
$18.26 million in total stockholders' equity.  The Company
previously disclosed $413.38 million in total assets, $390.59
million in total liabilities and $22.79 million in total
stockholders' equity.

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

                        http://is.gd/vBLzj0

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System ("FRB").  The Bank is currently
regulated by the Office of the Comptroller of the Currency ("OCC")
and the Federal Deposit Insurance Corporation ("FDIC").

The Company reported a net loss of $14.25 million on $25.11
million of total interest income for the year ended Dec. 31, 2011.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2011, Crowe Horwath LLP, in Costa
Mesa, California, raised substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has a tax sharing liability to its
consolidated subsidiary that exceeds its available cash.  The
liability will be settled pursuant to the tax sharing agreement on
or before April 2, 2012, at which point the Company will run out
of operating cash.  "In addition, the Company is in default under
the terms of a $5 million line of credit with another financial
institution lender.  Finally, the Company has sustained recurring
operating losses mainly caused by elevated levels of loan losses,
and the Company and its Bank subsidiary, Broadway Federal Bank are
both under formal regulatory agreements."


CANADIAN NORTHERN: A.M. Best Lifts Fin. Strength Rating From 'B'
----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating (FSR) to
B+ (Good) from B (Fair) and the issuer credit ratings (ICR) to
"bbb-" from "bb+" of Canadian Northern Shield Insurance Company
(CNS) (Vancouver, Canada), as well as the FSR to B++ (Good) from B
(Fair) and the ICR to "bbb" from "bb+" of Unifund Assurance
Company (Unifund) (St. John's, Canada).

In addition, A.M. Best has affirmed the FSR of A (Excellent) and
ICRs of "a" of Royal & Sun Alliance Insurance Company of Canada
(RSA Canada), Western Assurance Company (Western Assurance) (both
domiciled in Toronto, Canada) and Quebec Assurance Company (Quebec
Assurance) (Montreal, Canada).  These companies are together known
as RSA Canadian Property/Casualty Pool (RSA Canadian Pool).

Concurrently, A.M. Best has affirmed the FSR of B+ (Good) and ICR
of "bbb-" of Ascentus Insurance Ltd. (Ascentus) (Toronto, Canada).
Collectively, all of the insurance entities in Canada are referred
to as the RSA Group of Canada.  All companies are subsidiaries of
Roins Financial Services Limited (RFSL) (Ontario, Canada), the
Canadian immediate holding company for its ultimate parent, RSA
Insurance Group plc (RSA plc) (United Kingdom) [LSE: RSA].  The
outlook for all ratings is stable.

At the same time, A.M. Best has withdrawn the ratings as the
parent has requested to no longer participate in A.M. Best's
interactive rating process.

The upgrading of the ratings of CNS acknowledges the improved
geographic diversity it affords the RSA Group of Canada, as well
as increased distribution and growth opportunities within British
Columbia, where a majority of its premiums are written.  CNS is
fully integrated into RSA Group of Canada's operations and
continues to benefit from the implicit and explicit support it
receives as a member of that group. Conversely, the negative
impact of CNS' elevated underwriting leverage, high underwriting
expenses and fluctuating operating performance will continue to
challenge the company going forward.

The upgrading of the ratings of Unifund recognizes its continued
improved risk-adjusted capitalization, consistent operating
performance and favorable reserve development.  The rating actions
also reflect Unifund's strong integration with RSA plc through its
systems and procedures as well as its significant contribution to
RSA plc's overall profitability.  Historically, Unifund has been a
growth vehicle for the overall Canadian organization.  In prior
years, rapid premium expansion outpaced equity growth, which
resulted in elevated underwriting leverage measures and a sharp
decline in overall risk-adjusted capitalization.  More recently,
premium levels have risen gradually, equity has paced this growth
and overall risk-adjusted capitalization has plateaued.  However,
Unifund remains highly leveraged as net and gross underwriting
leverage ratios exceed the industry composite.  The company
primarily is a writer of personal lines insurance for associations
and affinity groups throughout Ontario, Alberta, Newfoundland and
Labrador and Nova Scotia.

The rating actions on the RSA Canadian Pool reflect A.M. Best's
view that the pool maintains strong risk-adjusted capitalization,
solid investment income and sound reserve development.  The pool
has produced solid underwriting results, which have consistently
increased equity over the last five years, prior to stockholder
dividends.  Collectively, the pool provides commercial
property/casualty coverage as well as personal and specialty
coverages throughout Canada.  The pool maintains a presence in all
of the Canadian provinces and distributes its products through
multiple distribution channels, including a large independent
broker network.  The ratings also reflect RSA Canadian Pool's
strong integration with RSA plc through its systems and procedures
as well as its significant contribution to RSA plc's overall
profitability.

The ratings of Ascentus are based on its solid level of risk-
adjusted capitalization, which supports its underwriting and
investment risk.  The company's level of premium volume has
sharply declined in recent years, since all private passenger auto
and personal property business was renewed into RSA Canada.  The
company now writes some marine business throughout Canada.


CATALYST PAPER: Begins Sales Process for Snowflake Mill & Assets
----------------------------------------------------------------
Catalyst Paper has begun a sale process for its Snowflake mill and
associated assets in accordance with the U.S. Court-approved sale
and investor solicitation procedures.

The Snowflake facility is located in the foothills of the White
Mountains in northeastern Arizona.  The assets for sale under the
sale process include the equipment and other assets associated
with the paper mill, approximately 19,000 acres of land and The
Apache Railway Company.

The steps and timeline for soliciting bids to purchase the
Snowflake mill and associated assets will be implemented as
follows:

   (a) an initial offering summary and confidentiality agreement
       will be distributed to known potential bidders on Sept. 17,
       2012;

   (b) potential bidders are to submit certain information and an
       executed confidentiality agreement not later than 5:00 p.m.
       (Vancouver time) on Oct. 1, 2012;

   (c) qualified bidders will be determined within three business
       days after those potential bidders have delivered their
       materials;

   (d) qualified bidders are to submit a non-binding indication of
       interest not later than 5:00 p.m. (Vancouver time) on
       Nov. 1, 2012 (the Phase 1 Bid Deadline);

   (e) the non-binding indication of interest will be assessed
       within three business days after the Phase 1 Bid Deadline;

   (f) once the non-binding indication of interest has been
       determined to likely be consummated, the bidder will submit
       a purchase bid or investment bid not later than 5:00 p.m.
       (Vancouver time) 30 calendar days from being advised by
       Catalyst to do so (the Phase 2 Bid Deadline);

   (g) the purchase bid or investment bid will be assessed within
       the three business days following the Phase 2 Bid Deadline;
       and

   (h) in the event that Catalyst determines there is more than
       one qualified purchase bid or investment bid, an auction
       will be conducted on a date and at a time and location to
       be advised by Catalyst to such qualified bidders.

Potential bidders who have questions about the recapitalization
may contact Nancy Turner of Perella Weinberg Partners, the
financial advisor for Catalyst Paper, at 415-671-4550.

                        About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As of Dec. 31, 2011, the Company had C$737.6 million in total
assets and C$1.35 million in total liabilities.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.

As reported by the TCR on Sept. 17, 2012, Catalyst Paper has
successfully completed its previously announced reorganization
pursuant to its Second Amended and Restated Plan of
Compromise and Arrangement under the Companies' Creditors
Arrangement Act.


CELL THERAPEUTICS: To Issue 3MM Shares Under 2007 Incentive Plan
----------------------------------------------------------------
Cell Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement registering
3 million shares of common stock issuable under the 2007 Equity
Incentive Plan.  The proposed maximum aggregate offering price is
$8.7 million.  A copy of the Form S-8 is available at:

                        http://is.gd/j3Zlti

                      About Cell Therapeutics

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

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at June 30, 2012, showed $38.34
million in total assets, $39.83 million in total liabilities,
$13.46 million in common stock purchase warrants, and a $14.95
million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CHARLES STREET: Church Purges Bank's Default Interest
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Charles Street African Methodist Episcopal Church
of Boston won a skirmish when the bankruptcy judge decided that
secured lender OneUnited Bank isn't entitled to interest at the
default rate on $5 million in loans.

According to the report, U.S. Bankruptcy Judge Frank J. Bailey
heard testimony from witnesses and wrote a 20-page opinion
deciding that the bank isn't entitled to so-called default
interest under governing Massachusetts law.  State law allows a
higher default rate only in compensation for a reasonable forecast
of damages, he said.

The report relates that Judge Bailey said the evidence told him
that a 5% increment after default would be sufficient to cover
increased costs of monitoring a defaulted loan.  The 18% default
rate called for in the contract meant that the interest provision
amounted to a penalty not permissible under Massachusetts law, he
said.

Mr. Rochelle notes that the decision may mean that about $850,000
in default interest will be trimmed from the debt.

The main battle in the case is set for Sept. 28 when the church
will attempt to use the so-called cramdown procedure to impose a
Chapter 11 reorganization plan on the bank.

                       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.


CHINA TEL GROUP: To Issue 12.2-Mil. Common Shares to Contractors
----------------------------------------------------------------
VelaTel Global Communications, Inc., formerly known as China Tel
Group Inc., filed with the U.S. Securities and Exchange Commission
a Form S-8 relating to the registration of 12,233,719 shares of
common stock issuable to independent contractors.  The proposed
maximum aggregate offering price is $486,901.  A copy of the Form
S-8 is available at http://is.gd/e5G8lY

                          About China Tel

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

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.

The Company's balance sheet at June 30, 2012, showed $15.91
million in total assets, $20.01 million in total liabilities and a
$4.09 million total stockholders' deficiency.


CHINA TEL GROUP: Issues 6.29MM Shares to James Shaw, et al.
-----------------------------------------------------------
Since its most recent report filed on any of Forms 8-K, 10-K or
10-Q, VelaTel Global Communications, Inc., formerly known as
China Tel Group Inc., has made sales of unregistered securities,
namely shares of the Company's Series A common stock and shares of
the Company's Series B common stock.  The aggregate number of
Series A Shares and Series B Shares sold exceeds 5% of the total
number of Series A Shares and Series B Shares issued and
outstanding as of the Company's latest filed Report, on Form 8-K
filed on Sept. 14, 2012.

On Sept. 20, 2012, the Company issued 2,097,848 Series A Shares
and 2,097,848 warrants to each of James Shaw, Steven O. Smith and
Ann Stowell, for a total of 6,293,544 Shares and 6,293,544
warrants in partial payment of a line of credit promissory note of
up to $1,052,631 in favor of Weal Group, Inc., and partially
assigned to James Shaw, Steven O. Smith and Ann Stowell.  Each
warrant gives the holder the right to purchase one Series A Shares
at an exercise price of $0.0251 and with an exercise term of three
years.  This sale of Series A Shares resulted in a principal
reduction of $144,731 in notes payable of the Company, and payment
of accrued interest of $13,236.

On Sept. 20, 2012, the Company issued 8,000,000 Series B Shares to
Colin Tay, the Company's President.  Each Series B Share has the
right to cast ten votes for each action on which the Company's
shareholders have a right to vote, whereas each Series A Share has
the right to cast one vote.  The Company believes it is in its
best interests to maintain management voting control of the
Company, including avoidance of the expense of soliciting proxies
for corporate actions requiring shareholder approval.  Prior to
this issuance, there were 2,000,000 Series B Shares issued and
outstanding, all of which are beneficially owned or their voting
rights controlled via proxies held by various members of the
Company's management team.  The Company issued 8,000,000
additional Series B Shares to Colin Tay in order to maintain such
management voting control, taking into account the number of
Series A Shares currently issued and outstanding, as well as
additional Series A Shares the Company may issue in the future.
There was no financial consideration for the issuances of Series B
Shares to Colin Tay.  The Series B Shares do not participate in
any declared dividends.  The Series B Shares are redeemable on May
23, 2023 at par value of $0.001 per share.  The consent of 80% of
the holders of issued and outstanding Series B Shares is required
in order to sell, assign or transfer any of the Series B Shares.

In addition to the aforementioned sales of unregistered Shares,
the Company issued 12,233,719 registered Shares pursuant to a Form
S-8 Registration Statement filed on Sept. 19, 2012.

As of Sept. 20, 2012, and immediately following the issuances, the
Company has 43,481,826 shares of its Series A common stock
outstanding, with a par value of $0.001, and 6,000,000 shares of
its Series B common stock outstanding, with a par value of $0.001.

                          About China Tel

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

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.

The Company's balance sheet at June 30, 2012, showed $15.91
million in total assets, $20.01 million in total liabilities and a
$4.09 million total stockholders' deficiency.


CIP INVESTMENT: Can Employ Bryan Cave as Bankruptcy Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas authorized
CIP Investment Properties, LLC, to employ Bryan Cave LLP as
attorneys for the Debtor, nunc pro tunc to July 17, 2012.

Bryan Cave will perform these legal services:

  a) Advising the Debtor with respect to its rights, powers and
     duties in the bankruptcy case;

  b) Assisting and advising the Debtor in its consultation with
     any appointed creditors committee relative to the
     administration of its case;

  c) Assisting the Debtor with investigation of assets,
     liabilities and financial condition of the Debtor and the
     operation of the Debtor's business in order to maximize the
     value of the Debtor's assets for the benefit of the Debtor's
     estate;

  d) Advising the Debtor in connection with negotiating, drafting,
     filing and prosecuting a plan of reorganization for the
     Debtor's estate;

  e) Assisting and advising the Debtor in connection with
     communications and negotiations with creditors;

  f) Commencing and prosecuting all necessary and appropriate
     actions and/or proceedings on behalf of the Debtor;

  g) Reviewing, analyzing and/or preparing on behalf of the Debtor
     all necessary applications, motions, answers, orders,
     reports, schedules, pleadings and other documents;

  h) Representing the Debtor at all hearings and other
     proceedings;

  i) Assisting the Debtor in complying with the requirements of
     the Office of the United States Trustee; and

  j) Performing all other necessary legal services in the Debtor?s
     case as may be requested by the Debtor.

The hourly rates charged by the attorneys and paralegals
anticipated to work on this case range from $100 per hour for
paralegals to $700 per hour for partners.

To the best of Debtor's knowledge, Bryan Cave does not hold or
represent any interest adverse to the Debtor's estate and is
disinterested within the meaning of Sections 101(14) and 327 of
the Bankruptcy Code.

                       About CIP Investment

Based in Wichita, Kansas, CIP Investment Properties, LLC, filed a
Chapter 11 petition (Bankr. D. Kan. Case No. 12-21952) in Kansas
City on July 17, 2012.  The Debtor, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), was formed in 1998 to acquire
an ownership interest in the Thorn Building, located at 8200 E.
Thorn Road, in Wichita, Kansas, which the Debtor operates as an
office building.  The Debtor estimated assets and debts of
$10 million to $50 million.

Mark G. Stingley, Esq., and Keith M. Aurzada, Esq., at Bryan Cave
LLP, serves as the Debtor's counsel.  The petition was signed by
David F. Hoff, president.


CIP INVESTMENT: Taps Foulston Siefkin as Special Counsel
--------------------------------------------------------
CIP Investment Properties, LLC, asks the U.S. Bankruptcy Court for
the District of Kansas for permission to employ Foulston Siefkin
LLP as special counsel for the Debtor, nunc pro tunc to July 17,
2012.

The Debtor is obligated to Sedgwick County for ad valorem real
property taxes.  Prior to the Petition Date, the Taxing Authority
has asserted a claim for $3,027,955.  The Debtor engaged Foulston
Siefkin prepetition to negotiate the proper amount with the Taxing
Authority.

Additionally, prior to the Petition Date, Foulston Siefkin was
representing the Debtor in a certain mechanic's lien foreclosure
case regarding the Property filed in the Eighteenth Judicial
District, District Court, Sedgwick County, captioned Total, Inc.
Kansas, plaintiff v. CIP Investment Properties, LLC, defendant
Case No. 11-cv-4300.  Upon the Debtor's bankruptcy filing,
Foulston Siefkin filed notices of the bankruptcy in the Mechanic's
Lien Foreclosure.

Finally, prior to the Petition Date, Foulston Siefkin represented
the Debtor as to issues involving the Debtor's leasing of office
space within the Property.  Foulston Siefkin, however, does not
represent the Debtor as to any issues involving the August 6, 2009
lease of a portion of the Property the Debtor entered into with
Via Christi Health System, Inc.

Foulston Siefkin will represent the Debtor with respect to the
matters involving the Taxing Authority, the Mechanic's Lien
Foreclosure and the leasing of the office space in the Property,
in an efficient and effective manner.

To the best of the Debtor's knowledge, information and belief, as
required by Section 327(e) of the Bankruptcy Code, Foulston
Siefkin does not represent or hold any interest adverse to the
Debtor or its estate with respect to the Matters for which
Foulston Siefkin is proposed to be retained.  Accordingly, the
Debtor believes that Foulston Siefkin satisfies the requirements
for employment as special counsel pursuant to Section 327(e) of
the Bankruptcy Code.

Subject to the Court's approval, Foulston Siefkin intends to (a)
charge for its legal services on an hourly basis in accordance
with its ordinary and customary hourly rates in effect on the date
services are rendered and (b) seek reimbursement of actual and
necessary out-of-pocket expenses according to its customary
reimbursement policies.

                       About CIP Investment

Based in Wichita, Kansas, CIP Investment Properties, LLC, filed a
Chapter 11 petition (Bankr. D. Kan. Case No. 12-21952) in Kansas
City on July 17, 2012.  The Debtor, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), was formed in 1998 to acquire
an ownership interest in the Thorn Building, located at 8200 E.
Thorn Road, in Wichita, Kansas, which the Debtor operates as an
office building.  The Debtor estimated assets and debts of
$10 million to $50 million.

Mark G. Stingley, Esq., and Keith M. Aurzada, Esq., at Bryan Cave
LLP, serves as the Debtor's counsel.  The petition was signed by
David F. Hoff, president.


CIP INVESTMENT: Files Schedules of Assets and Liabilities
---------------------------------------------------------
CIP Investment Properties, LLC, filed with the U.S. Bankruptcy
Court for the District of Kansas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $1,807,269
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,052,145
E. Creditors Holding
     Unsecured Priority
     Claims                                        $3,027,955
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $116,902
                                 -----------      -----------
        TOTAL                     $1,807,269      $25,197,002

A copy of the schedules is available at:

            http://bankrupt.com/misc/cip.sal.doc37.pdf

                       About CIP Investment

Based in Wichita, Kansas, CIP Investment Properties, LLC, filed a
Chapter 11 petition (Bankr. D. Kan. Case No. 12-21952) in Kansas
City on July 17, 2012.  The Debtor, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), was formed in 1998 to acquire
an ownership interest in the Thorn Building, located at 8200 E.
Thorn Road, in Wichita, Kansas, which the Debtor operates as an
office building.  The Debtor estimated assets and debts of
$10 million to $50 million.

Mark G. Stingley, Esq., and Keith M. Aurzada, Esq., at Bryan Cave
LLP, serves as the Debtor's counsel.  The petition was signed by
David F. Hoff, president.




CIRCLE STAR: Incurs $1.9 Million Net Loss in July 31 Quarter
------------------------------------------------------------
Circle Star Energy Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.93 million on $150,604 of total revenues for the
three months ended July 31, 2012, compared with a net loss of
$5.09 million on $216,293 of total revenues for the same period
during the prior year.

The Company's balance sheet at July 31, 2012, showed $8.36 million
in total assets, $4.46 million in total liabilities, and
$3.89 million in total stockholders' equity.

At July 31, 2012, the Company had cash and cash equivalents of
$36,217 and a working capital deficit of $2,690,150.  For the
quarter ended July 31, 2012, the Company had net loss attributable
to common shareholders of $1,930,704 and an operating loss of
$1,409,264.

"Given that we have not achieved profitable operations to date,
our cash requirements are subject to numerous contingencies and
risks beyond our control, including operational and development
risks, competition from well-funded competitors, and our ability
to manage growth," the Company said in its quarterly report for
the period ended July 31, 2012.  "We can offer no assurance that
the Company will generate cash flow sufficient to achieve
profitable operations or that our expenses will not exceed our
projections.  Accordingly, there is substantial doubt as to our
ability to continue as a going concern for a reasonable period of
time."

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

                        http://is.gd/JMCWml

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas.  The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company reported a net loss of $11.07 million on $942,150 of
total revenues for the year ended April 30, 2012, compared with a
net loss of $31,718 on $0 of total revenues during the prior
fiscal year.

Hein & Associates LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a working capital deficit which raise substantial doubt about the
Company's ability to continue as a going concern.


CIRCUS AND ELDORADO: Investigation Period Extended Until Oct. 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved a
stipulation extending until Oct. 31, 2012, the investigation
period of the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Circus and Eldorado Joint Venture, et al.,
under the cash collateral agreement.

Pursuant to the stipulation entered among the Debtors, among the
Debtors and The Bank of New York Mellon Trust Company, N.A., in
its capacity as trustee with respect to that certain Indenture,
dated March 5, 2002 (as amended, modified from time to time), for
the Debtors' 10-1/8% Mortgage Notes due 2012, and on behalf of the
holders of the Mortgage Notes, and the Committee, also provides
that the investigation period may be further extended by agreement
by the parties.  All other terms of the cash collateral
stipulation will remain the same.

The cash collateral stipulation required the Committee to commence
any adversary proceeding (x) to challenge the validity,
enforceability, priority, perfection, characterization and amount
of the Prepetition Obligations and Prepetition Liens or (y) assert
any claims or causes of action against any of the Prepetition
Indenture Trustee or Prepetition Secured Parties within 90 days
after the date of the Committee's appointment, which was defined
as the "Investigation Period" under the Cash Collateral
Stipulation.

In this relation, the Debtors said that they would avoid further
cost and expense if the investigation period is extended.  The
Debtor noted that they are still awaiting confirmation of their
First Amended Chapter 11 Plan of Reorganization which Disclosure
Statement was approved on June 27, 2012.

According to the Debtors, the Plan provides that all general
unsecured creditors will be paid in full over time from the
Debtors' operations.  If the Plan were to be confirmed, the
Committee's constituency would not receive any further economic
benefit by challenging the prepetition obligations or prepetition
liens.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.
The casino and entertainment areas at Silver Legacy are connected
by skyway corridors to the neighboring Eldorado Hotel & Casino and
the Circus Circus Hotel and Casino, each of which are owned by
affiliates of the Debtors.  Together, the three properties
comprise the heart of the Reno market's prime gaming area and room
base.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture disclosed $264,649,800 in assets
and $158,753,490 in liabilities as of the Chapter 11 filing.
The petitions were signed by Stephanie D. Lepori, chief financial
officer.

The Plan dated June 1, 2012, pays much of its debt in cash and the
balance with new secured liens.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.  Stutman, Treister &
Glatt Professional Corporation represents the Committee.


CLEAR CHANNEL: Bank Debt Trades at 16% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 83.56 cents-on-the-dollar during the week ended Sept. 21, 2012,
an increase of 3.17 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 30, 2016, and carries Moody's 'Caa1' rating and
Standard & Poor's 'CCC+' rating.  The loan is one of the biggest
gainers and losers among 174 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Clear Channel

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


For the six months ended June 30, 2012, the Company reported a net
loss attributable to the Company of $182.65 million on
$2.96 billion of revenue.  Clear Channel reported a net loss of
$302.09 million on $6.16 billion of revenue in 2011, compared with
a net loss of $479.08 million on $5.86 billion of revenue in 2010.
The Company had a net loss of $4.03 billion on $5.55 billion of
revenue in 2009.

The Company's balance sheet at June 30, 2012, showed
$16.45 billion in total assets, $24.31 billion in total
liabilities, and a $7.86 billion total shareholders deficit.

                        Bankruptcy Warning

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.  The Company said in its quarterly
report for the period ended March 31, 2012, that its ability to
restructure or refinance the debt will depend on the condition of
the capital markets and the Company's financial condition at that
time.  Any refinancing of the Company's debt could be at higher
interest rates and increase debt service obligations and may
require the Company and its subsidiaries to comply with more
onerous covenants, which could further restrict the Company's
business operations.  The terms of existing or future debt
instruments may restrict the Company from adopting some of these
alternatives.  These alternative measures may not be successful
and may not permit the Company or its subsidiaries to meet
scheduled debt service obligations.  If the Company and its
subsidiaries cannot make scheduled payments on indebtedness, the
Company or its subsidiaries, as applicable, will be in default
under one or more of the debt agreements and, as a result the
Company could be forced into bankruptcy or liquidation.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

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


COLLINS AND WALTON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Collins and Walton Plumbing and Heating Contractors, Inc.
        1525 Lake Street
        Elmira, NY 14901

Bankruptcy Case No.: 12-21501

Chapter 11 Petition Date: September 17, 2012

Court: U.S. Bankruptcy Court
       Western District of New York (Rochester)

Judge: Paul R. Warren

Debtor's Counsel: C. Bruce Lawrence, Esq.
                  BOYLAN, CODE LLP
                  Culver Road Armory
                  145 Culver Road, Suite 100
                  Rochester, NY 14620
                  Tel: (585) 232-5300
                  Fax: (585)238-9056
                  E-mail: cblawrence@boylancode.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 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nywb12-21501.pdf

The petition was signed by Jason C. Crane, president.


COMPUCOM SYSTEMS: S&P Affirms 'B+' CCR on Refinancing
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Dallas-based CompuCom Systems Inc. The outlook is
stable.

"At the same time, we assigned our 'B+' issue-level rating and '3'
recovery rating to the company's proposed $470 million first-lien
term loan maturing in 2018. The '3' recovery rating indicates our
expectations for meaningful (50% to 70%) recovery for lenders in
the event of a payment default. "We also assigned our 'B-' issue-
level rating and '6' recovery rating to the company's proposed
$165 million second-lien term loan maturing in 2019. The '6'
recovery rating indicates our expectations for negligible (0% to
10%) recovery for lenders in the event of a payment default. The
company intends to use the new debt proceeds to refinance its
existing debt and to pay up to an approximate $211 million
dividend to its shareholders. We will withdraw the ratings on the
existing debt once the proposed transaction funds and closes," S&P
said.

"The ratings on Dallas-based CompuCom Systems Inc. reflect
Standard & Poor's Ratings Services' expectation that the current
rating will be supported by an improving business mix of higher-
margin services revenues, despite highly competitive markets and
the company's 'aggressive' financial profile," said Standard &
Poor's credit analyst Molly Toll-Reed.

"The outlook is stable, reflecting our expectation that growth in
service revenues will support consistent profitability and modest
leverage reduction in the next year. Our view that the company's
current ownership structure is likely to preclude sustained
leverage reduction limits a possible upgrade. Competitive pressure
on operating margins or more aggressive financial policies leading
to sustained leverage in excess of the mid-5x level could lead to
lower ratings," S&P said.


COOL FROOTZ: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Cool Frootz, LLC
        160 W. Camino Real #311
        Boca Raton, FL 33432

Bankruptcy Case No.: 12-32169

Chapter 11 Petition Date: September 17, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Charles W. Throckmorton, Esq.
                  KOZYAK TROPIN & THROCKMORTON, PA
                  2525 Ponce De Leon Boulevard, #9th Floor
                  Miami, FL 33134
                  Tel: (305) 377-0655
                  Fax: (305) 372-1800
                  E-mail: cwt@kttlaw.com

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

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

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

The petition was signed by Arnold P. Zweben, president.


DELUXE ENTERTAINMENT: S&P Affirms 'B-' CCR; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Deluxe Entertainment Services Group Inc. to negative from stable.
Existing ratings on the company, including the 'B-' corporate
credit rating, were affirmed.

"Our rating outlook revision to negative from stable reflects our
expectation that the company's operating performance could remain
weaker than we had previously expected, pressuring covenant
compliances and causing discretionary cash flow to continue to
fall," said Standard & Poor's credit analyst Daniel Haines.

"Our 'B-' corporate credit rating on Deluxe Entertainment reflects
our financial risk profile assessment of 'highly leveraged' (based
on our criteria) on the company, given its high debt service
requirements, including its sizable mandatory amortization
payments and its high leverage. We view Deluxe Entertainment's
business profile as 'vulnerable' because of its exposure to the
widespread adoption of digital projection technology by motion
picture exhibitors, particularly in North America. We expect the
company's film processing and distribution business to continue to
decline over the next few years. We expect the company's creative
service business will grow at a moderate pace, but not
sufficiently to prevent lower 2012 total revenue," S&P said.

"We regard Deluxe Entertainment's business profile as 'vulnerable'
because of unfavorable structural trends affecting its film
processing and distribution business, which prints and distributes
35-millimeter films exhibited at movie theaters. Theaters have
been replacing film projectors with digital projectors, reducing
the number of film prints they need. This business is also
vulnerable to fluctuations in the number of films slated for
release by the studios it services. Separate from film processing,
the company provides various creative services, which now account
for over two-thirds of revenue. These services have healthier
long-term fundamentals than film-release print manufacturing. This
division distributes digital movie content to theaters by shipping
hard drives, which should benefit from the rollout of digital
projectors in movie theaters. This business also stores and
distributes digital motion picture content to various devices or
content providers and should be bolstered by the proliferation of
new content distribution channels. It stands to gain from
increasing demand for 2D-to-3D conversion of content because of
the increase in 3D theatrical releases and the availability of 3D
TVs," S&P said.


DEWEY & LEBOEUF: Answers Objections to $71MM Clawback Deal
----------------------------------------------------------
Dewey & LeBoeuf LLP responded to a number of objections to its
proposed $71 million clawback deal with former partners, saying
only two of them are bona fide objections and that they don't
stand up under scrutiny.

Dewey & Leboeuf filed with the U.S. Bankruptcy Court for the
Southern District of New York an omnibus reply in support of its
Aug. 29 motion for the approval of Partner Contribution Settlement
Agreements with former attorneys of the firm and to address
statements and objections to the motion by: (i) the Official
Committee of Former Partners; (ii) the Ad Hoc Committee of Retired
Partners of LeBoeuf, Lamb, Leiby & MacRae; (iii) Kenneth A.
Freeling; (iv) the Official Creditors; (v) Steven H. Davis; (vi)
Stephen DiCarmine; (vii) Joel Sanders; (viii) UniCredit Bank AG;
and (ix) 1301 Properties Owner LP.

Dewey argues that the PCPs are in the best interests of the estate
and that there is wide-spread support for the PCPs.

A copy of the omnibus reply, approximately 24 pages, is available
at http://bankrupt.com/misc/dewey.doc482.pdf

A copy of the revised form of the proposed order (blacklined to
reflect changes) is available at:

            http://bankrupt.com/misc/dewey.doc482-1.pdf

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.


DEX MEDIA EAST: Bank Debt Trades at 38% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 62.34 cents-on-
the-dollar during the week ended Friday, Sept. 21, 2012, an
increase of 0.33 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 450 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Oct. 24, 2014.  The loan is one of the biggest gainers
and losers among 174 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

               About R.H. Donnelley & Dex Media East

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection (Bank. D. Del. Case No. 09-11833 through 09-11852)
on May 28, 2009.  They emerged from bankruptcy on Jan. 29, 2010.
On the Effective Date and in connection with its emergence from
Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

                           *     *     *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DEX MEDIA WEST: Bank Debt Trades at 35% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 64.93 cents-on-
the-dollar during the week ended Friday, Sept. 21, 2012, an
increase of 0.64 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 450 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Oct. 24, 2014, and carries Moody's 'Caa3' rating and
Standard & Poor's 'D' rating.  The loan is one of the biggest
gainers and losers among 174 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                 About R.H. Donnelley & Dex Media

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

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

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.

                           *     *     *

In early April 2012, Standard & Poor's Ratings Services raised its
corporate credit rating on Cary, N.C.-based Dex One Corp. and
related entities to 'CCC' from 'SD' (selective default). The
rating outlook is
negative.

"At the same time, we affirmed our issue-level rating on Dex Media
East Inc.'s $672 million outstanding term loan, Dex Media West
Inc.'s $594 million outstanding term loan, and R.H. Donnelley
Inc.'s $866 million outstanding term loan due 2014 at 'D'. The
recovery rating on these loans remains at '5', indicating our
expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default," S&P said.

"The company's March 9, 2012 amendment allows for ongoing subpar
repurchases of its term debt until 2013, as long as certain
conditions are met. Additionally, on March 22, 2012, the company
announced the commencement of a cash tender offer to purchase a
portion of its senior subordinated notes due in 2017 below par.
The term loan and subordinated notes are trading at a significant
discount to their par values, providing the company an economic
incentive to pursue a subpar buyback. We believe that these
circumstances suggest a high probability of future subpar
buybacks, which are tantamount to default under our criteria," S&P
said.

"The 'CCC' corporate credit rating reflects our view that Dex
One's business will remain under pressure given the unfavorable
outlook for print directory advertising. We view the company's
rising debt leverage, low debt trading levels, weak operating
outlook, and steadily declining discretionary cash flow as
indications of financial distress. As such, we continue to assess
the company's financial risk profile as 'highly leveraged,' based
on our criteria. We regard the company's business risk profile as
'vulnerable,' based on significant risks of continued structural
and cyclical decline in the print directory sector. Structural
risks include increased competition from online and other
distribution channels as small business advertising expands across
a greater number of marketing channels," S&P said.


DIGITAL DOMAIN: Proposes $350,000 Bonus Program
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Digital Domain Media Group Inc. intends for
the bankruptcy judge to approve the sale of most of the business
at a Sept. 24 hearing, the provider of visual effects asked the
judge to approve a bonus program that may pay senior executives
and others as much as $350,000 in total.

According to the report, the senior executives would receive
bonuses if the primary assets are sold for more than $15 million,
the price being offered by Searchlight Capital Partners LP,
Digital Domain said in court papers.  The senior managers would
earn a separate bonus if the remaining assets sell for more than
$13 million.  A hearing to consider approval of the bonus program
is set for Oct. 10 in Wilmington, Delaware.  One day after the
Chapter 11 filing on Sept. 11, the bankruptcy judge gave Digital
Domain permission to hold an auction on Sept. 21.  The judge said
he might delay the auction if creditors object to the speed of the
sale.

                        About Digital Domain

Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/
-- engages in the creation of original content animation feature
films, and development of computer-generated imagery for feature
films and transmedia advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11
to sell its business for $15 million to Searchlight Capital
Partners LP.

The Debtors have also sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Port St. Lucie, Florida-based Digital Domain disclosed assets of
$205 million and liabilities totaling $214 million.

DDMG also announced that it has entered into a purchase agreement
with Searchlight Capital Partners L.P. to acquire Digital Domain
Productions Inc. and its operating subsidiaries in the United
States and Canada, including Mothership Media, subject to the
receipt of higher and better offers and Court approval.

DDPI and Mothership, with studios in California and Vancouver, are
focused on creating digital visual effects, CG animation and
digital production for the entertainment and advertising
industries and are led by recently promoted Chief Executive
Officer Ed Ulbrich.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.


DIGITAL DOMAIN: Expects Robust Bidding at Auction
-------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that Digital
Domain Media Group Inc. is expecting a half-dozen bidders Friday
when it sprints to the bankruptcy auction block in a bid to find a
buyer before its special effects business falls apart.

Meanwhile, BankruptcyData.com reports that PBC Digital Holdings
filed with the U.S. Bankruptcy Court a motion for reconsideration
of the order approving bid procedures related to the sale of
substantially all of the Debtors' assets.

PBC asserts, "Should the Court not amend of otherwise reconsider
the Proposed Bid Procedures to preclude the initial senior
noteholders' credit bid of the Make-Whole Penalty, bidding will be
chilled, which will result in the failure to maximum value for the
Debtors' estates -- very likely to the unfair advantage of the
initial senior noteholders."

                         About Digital Domain

Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/
-- engages in the creation of original content animation feature
films, and development of computer-generated imagery for feature
films and transmedia advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11
to sell its business for $15 million to Searchlight Capital
Partners LP.

The Debtors have also sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Port St. Lucie, Florida-based Digital Domain disclosed assets of
$205 million and liabilities totaling $214 million.

DDMG also announced that it has entered into a purchase agreement
with Searchlight Capital Partners L.P. to acquire Digital Domain
Productions Inc. and its operating subsidiaries in the United
States and Canada, including Mothership Media, subject to the
receipt of higher and better offers and Court approval.

DDPI and Mothership, with studios in California and Vancouver, are
focused on creating digital visual effects, CG animation and
digital production for the entertainment and advertising
industries and are led by recently promoted Chief Executive
Officer Ed Ulbrich.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.


DOLE FOOD: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Dole Food Co. Inc. at 'B', and revised its rating
outlook to positive from developing.

"The outlook change follows Dole's recent announcement that it has
signed a definitive agreement with ITOCHU Corp. (A-/Stable/A-2)
for the sale of its worldwide packaged foods and Asia fresh
produce businesses for $1.685 billion in cash. This proposed
transaction is subject to Dole stockholder approval and customary
regulatory approvals in multiple countries. Dole has indicated it
will apply cash proceeds from the transaction to debt reduction,
to pay deal-related expenses, and for restructuring and other
corporate purposes," S&P said.

"We believe a divestiture of these businesses will result in a
weaker business risk profile, given our opinion that this would
reduce Dole's product diversity and profitability," said Standard
& Poor's credit analyst Jeffrey Burian. "However, we believe the
company's planned debt reduction will result in a stronger
financial risk profile."

"The ratings on Dole reflect Standard & Poor's view that Dole's
financial risk profile is 'highly leveraged' and business risk
profile is 'weak.' Key credit factors in our assessment of Dole's
business risk profile include the company's participation in the
competitive, commodity-oriented, seasonal, and volatile fresh
produce industry, which is subject to political and economic
risks. We also consider the benefits of Dole's strong market
positions, good geographical, product and customer diversification
(which we believe will diminish if the anticipated divestiture is
completed), and its well-recognized brand name. It is our opinion
that Dole's planned divestiture of its worldwide packaged food and
Asia fresh produce businesses would likely weaken our assessment
of the company's business risk profile to 'vulnerable,'" S&P said.

"The ratings outlook is positive. We could raise the ratings over
the outlook period if the company uses sale proceeds to reduce
debt to an extent that would materially improve the company's
financial risk profile, despite our opinion that Dole's business
risk profile would weaken following a divestiture of the worldwide
packaged food and Asia fresh produce businesses," S&P said.

"Alternatively, we would consider an outlook revision back to
stable if Dole does not reduce debt levels as planned and/or
operating performance weakens," S&P said.


DOLPHIN DIGITAL: Inks 3-Year Contract With CEO William O'Dowd
-------------------------------------------------------------
Dolphin Digital Media, Inc., entered into a three-year employment
agreement with Mr. William O'Dowd IV, the Company's President and
Chief Executive Officer effective Jan. 1, 2012.

The Agreement provides that the initial term will be extended for
an additional two year term at the option of Mr. O'Dowd.  The
Agreement provides for an initial base salary of $250,000.  In
addition, Mr. O'Dowd will be able to receive an annual bonus in an
amount to be determined by the Company's Board of Directors.

In consideration of Mr. O'Dowd's entry into the Agreement, the
waiver by Mr. O'Dowd of any right to compensation for services
rendered to the Company prior to the date of the Agreement, and
the waiver by Mr. O'Dowd of any subsequent anti-dilution or
similar rights Mr. O'Dowd has or had with respect to his equity
ownership of the Company, the Company agreed to pay Mr. O'Dowd a
bonus in the amount of $1,000,000 effective as of Jan. 1, 2012.
The Company has been accruing annual bonus compensation based upon
such terms.

On Sept. 13, 2012, the Company issued to Mr. O'Dowd 17,701,365
shares of common stock in consideration for his exercise of all
anti-dilution rights he has or had with respect to his equity
ownership of the issuer granted to Mr. O'Dowd in connection with
the acquisition of Dolphin Digital Media in June 2008.

On Sept. 13, 2012, the Company and T Squared Investments, LLC,
agreed to amend T Squared's warrant "E" for 7,000,000 shares by
extending the expiration date to Sept. 13, 2015, and among other
things, giving the Company a right of first refusal prior to any
sale, assignment, transfer, pledge, encumbrance, or other
disposition of the common shares issuable upon exercise of the "E"
Warrant.  The right of first refusal will only be applicable if
the sale transaction represents greater than 20,000 shares in any
given 24-hour period.  T Squared has also granted to Mr. O'Dowd
and any individual designated by him its proxy to vote any common
shares underlying the Warrant upon issuance at any meeting of the
shareholder's of the Company or otherwise.  On Sept. 13, 2012, the
Company and T Squared also amended their Preferred Stock Purchase
Agreement dated Oct. 4, 2007, and subsequently amended, to provide
that the Company no longer will require the consent of T Squared
to issue any common stock or securities with a conversion price
below the existing conversion price of T Squared's Convertible
Preferred Stock.  In consideration for that amendment the Company
executed the Warrant E extension and granted T Squared a three
year Warrant "F" to purchase 7,000,000 shares of the Company's
Common Stock with an exercise price of $0.25 per share.

The Company also issued a three year Warrant to Strocar
Investments, LLC, to purchase 7,000,000 shares of the Company's
common stock with an exercise price of $0.25 per share.  Strocar
will within seven days of Sept. 13, 2012, pay the Company $35,000
in consideration for the issuance of the Warrant.

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

                        http://is.gd/CnXX9M

                       About Dolphin Digital

Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment.  By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.

The Company reported a net loss of $1.23 million in 2011, compared
with a net loss of $5.63 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.55 million
in total assets, $5.92 million in total liabilities, all current,
and a $3.37 million total stockholders' deficit.


DYNEGY HOLDINGS: Settles Cherokee Contract Fight For $3MM
---------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that Dynegy Holdings
LLC and Chevron USA Inc. on Wednesday agreed to pay a combined
$3 million to Cherokee County Cogeneration Partners LP to end a
$4.7 million contract dispute, effectively releasing Chevron and
the bankrupt DH?s claims against each other.

DH, the holding company for Dynegy Inc., will pony up the majority
of the settlement sum with $2.7 million, while Chevron will
provide the remaining $300,000, Bankruptcy Law360 relates citing a
motion for approval filed in New York bankruptcy court.

                          About Dynegy

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.


EAGLE POINT: Taps Brown Chudleigh to Appraise Real Estate Assets
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
Arthur Critchell Galpin and Eagle Point Developments LLC, to
employ Brown Chudleigh Schuler Meyers & Associates as appraisers.

BCSM is expected assist the Debtors and U.S. Bank National
Association, the secured lender in the EPD case and a claimant in
the Galpin case, in determining the value of the real estate which
comprises substantially all of the assets of EPD.

According to the Debtors, the appraisal is necessary to facilitate
a possible settlement with US Bank.  Alternatively, if a
settlement cannot be reached, the appraisal will facilitate
confirmation of Debtors' Joint Plan of Reorganization.

The total anticipated cost of the appraisal is $7,300, and will be
split 50/50 by Galpin and US Bank.  The engagement of BCSM by
Debtors is to be effective immediately; however, the Debtors'
responsibility to pay 50% of the total cost will be subject to
review by the Court prior to payment thereof.

To the best of the Debtors' knowledge, BCSM does not represent or
hold any interest adverse to Debtors or to the estates with
respect to the matter on which BCSM is to be employed.

US Bank consents to the terms of employment of BCSM as set forth
in the application.

                  About Eagle Point Developments

Eagle Point Developments, in Medford, Oregon, developed the Eagle
Point Golf Course, which was built in 1996.  Eagle Point filed for
Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-60353) on
Feb. 1, 2012.  Judge Thomas M. Renn oversees the case, taking over
from Judge Frank R. Alley III.  Sussman Shank LLP serves as
bankruptcy attorneys.  The petition was signed by Arthur Critchell
Galpin, managing member.

Eagle Point's case is jointly administered with Mr. Galpin's
personal bankruptcy case (Bankr. D. Ore. Case No. 12-60362), which
is the lead case.  In schedules, Mr. Galpin disclosed total assets
of $35.7 million and total liabilities of $51.7 million.


EASTMAN KODAK: Authorized to Sign New Movie Film Contracts
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. was given permission from the
bankruptcy court on Sept. 19 to sign new contracts to continue
supplying film for major motion-picture studios.

According to the report, Kodak said the new agreements are similar
to those being replaced, except for higher pricing and termination
dates extended to 2014 or 2015.  The new agreements give Kodak the
right to quit the movie film business by giving the studios six
months' notice.  The contracts are with studio affiliates of Walt
Disney Co., Warner Brothers Entertainment Inc., NBC Universal
International Ltd. and Paramount Pictures Corp.  Kodak announced
this month that it is giving up on selling the portfolio of
digital-imaging technology, at least for the time being.  The bond
market responded negatively to announcement.

The report relates that Kodak's $400 million in 7% convertible
notes due in 2017 sold for 26 cents on the dollar on Aug. 2, when
the technology was expected to be sold later that month.  The
notes traded at about 12 cents on Sept. 19, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

As of July 31, 2012, the Company had total assets of
$3.93 billion, total liabilities of $5.32 billion and total
stockholders' deficit of $1.39 billion.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EMERGENCY MEDICAL: S&P Affirms 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its existing ratings
on Greenwood Village, Colo.-based Emergency Medical Services
Corp., including the 'B+' corporate credit rating. The rating
outlook is stable.

"We also assigned a 'B-' issue-level rating (two notches below our
'B+' corporate credit rating on the company) and '6' recovery
rating to its proposed $450 million PIK toggle notes to be issued
at the holding company level. The '6' recovery rating indicates
our expectations of negligible (0% to 10%) recovery for
debtholders in the event of a payment default. We expect the
company to use the net proceeds to fund a dividend to its
financial sponsor, Clayton Dublier & Rice, and other equity
holders," S&P said.

"Emergency Medical completed its leveraged buyout (LBO)
transaction by Clayton Dublier & Rice in the second quarter of
2011, increasing adjusted debt leverage to 7.3x at that time.
Since then, Emergency Medical's debt decreased and EBITDA grew 7%,
reducing debt leverage to 6.4x as of June 30, 2012 (our projection
for the end of 2012 was 6.5x). Funds from operations (FFO) to
adjusted debt was about 9%. The proposed $450 million divided will
increase debt leverage to about the same level that it was at the
time of its LBO. EMSC's $225 million of secured debt reduction
over the past year was partly funded with excess cash and
restricted cash released at its insurance captive subsidiary.
Therefore, we believe that EMSC will not be able to reduce
leverage at a similar pace going forward. We estimate that debt
leverage can decline by about a half turn per year. We expect
EMSC's credit metrics to remain consistent with a 'highly
leveraged' financial risk profile over the next few years," S&P
said.

"The dividend, which highlights the aggressive financial policy of
the sponsor, returns about 50% of their initial equity investment.
Furthermore, the PIK toggle note will be issued at a parent
holding company, and therefore, structurally subordinated to the
debt at the operating company. Interest will be sourced from a
cash dividend from the operating company, EMSC, within the
restricted payments basket allowed in its secured credit facility.
We estimate that the basket will remain sufficient to make these
payments for the life of the note given that we estimate that the
basket currently exceeds 2x coverage of the expected interest
payment. Our forecast that dividends required from EMSC to pay the
interest on the note will likely approximate the accretion (50% of
net income) of the restricted payment basket. The PIK toggle
feature acts as a backstop in the event the restricted payments
calculation prevents a sufficient dividend to fully service the
debt. EMSC generates cash in excess of its needs and has large
cash reserves and revolver availability; we view liquidity as
'strong,'" S&P said.

"Our 'B+' rating on Emergency Medical Services Corp. reflects the
company's ongoing exposure to reimbursement risk in both its
ambulance transportation (American Medical Response; AMR) and
physician staffing (EmCare) businesses, and high levels of
uncompensated care that contribute to relatively thin operating
margins. Despite these risks, Standard & Poor's Ratings Services
characterizes the business risk as 'fair,' because of its relative
diversity of services and track record of growth and stable
margins. We consider the financial risk profile to be 'highly
leveraged' given debt leverage above 5x and FFO to debt of less
than 12%, according to our criteria," S&P said.

"Our base case assumes mid-single revenue growth, reflecting new
contracts, and to a smaller extent, same-store growth. EBITDA
margins of approximately 12% are expected improve slightly driven
by operational improvements. EmCare has been exiting unprofitable
contracts, usually from smaller hospitals that are unable to
increase subsidies to EMSC, contributing to higher margins at
EmCare. We also expect operational improvements in the ambulance
business to improve margins. Year to date, EMSC's revenue
increased 4.3% as a result of new contracts and same contract
growth. Adjusted EBITDA margins were 12%, an improvement from
11.6% in 2011. We expect the reimbursement environment to remain
stable over the next year," S&P said.


FIRST AMERICAN: S&P Lowers CCR to 'B' After Dividend Recap
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Fort Worth, Texas-based First American Payment Systems
L.P. (FAPS) to 'B' from 'B+'. The outlook is stable.

"The downgrade reflects less favorable financial metrics,
including decreased free cash flow, as a result of the company's
prospective dividend recapitalization," explained Standard &
Poor's credit analyst Alfred Bonfantini. "The transaction will add
about $130 million of incremental debt to the company's capital
structure, and pro forma leverage as of June 30, 2012 will
increase to 6.25x."

"At the same time, we assigned our 'B' issue-level rating and '3'
recovery rating to the company's proposed $280 million first-lien
credit facility, consisting of a $250 million term loan and a $30
million revolving credit facility. The '3' recovery rating
indicates our expectations for meaningful (50%-70%) recovery for
lenders in the event of a payment default," S&P said.

"We also assigned our 'CCC+' issue-level rating and '6' recovery
rating to the company's proposed $125 million second-lien term
loan. The '6' recovery rating indicates our expectations for
negligible (0%-10%) recovery for lenders in the event of a payment
default. The company intends to use the new debt proceeds to
refinance its existing debt and to pay a $115 million dividend to
its shareholders. We will withdraw the ratings on the existing
debt once the proposed transaction funds and closes," S&P said.

"The ratings on FAPS reflect the company's 'weak' business risk
profile, characterized by its modest scale and market share in the
highly competitive global payment processing industry, and its
'highly leveraged' financial profile, which incorporates its
leveraged balance sheet and modest free cash flow generation.
Standard & Poor's expectation that significant recurring revenues
and diverse sales channels will enable the company to maintain
revenue growth and operating performance in the near term
partially mitigates these factors," S&P said.

"Our near-term ratings assumptions include mid-single-digit net
revenue growth, mainly from favorable secular trends," said Mr.
Bonfantini, "along with sustained improvement in EBITDA margins
from higher processing volume and cost controls and leverage
declining to about 5.9x over the next year."

"FAPS' outlook is stable, reflecting our expectation that the
company's diversified sales channels and largely fixed-cost
structure will allow it to maintain consistent net revenue growth
and profitability levels over the near term. We could raise the
rating to 'B+' if, through a combination of debt repayment and
EBITDA growth, the company can reduce leverage to around 5x," S&P
said.

"We could lower the company's rating if increased competition or
economic weakness results in increased attrition and/or lower
transaction volumes, causing deteriorating operating performance
with leverage sustained above the low-7x area. Further debt-
financed dividend payments or large debt-financed acquisitions
that also increase leverage to such a level could also result in
a downgrade," S&P said.


FLETCHER INTERNATIONAL: Section 341 Meeting Continued to Sept. 27
-----------------------------------------------------------------
The U.S. Trustee for Region 2 has continued the Section 341
meeting of creditors of Fletcher International, Ltd., to Sept. 27,
2012, at 1:00 p.m.  The meeting will be held at 80 Broad St., 4th
Floor, USTM.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.


FLETCHER INT'L: Taps Appleby as Bermuda Counsel
-----------------------------------------------
Fletcher International, Ltd., asks the U.S. Bankruptcy Court for
the U.S. Bankruptcy Court for the Southern District of New York to
authorize the limited employment of Appleby (Bermuda) Limited as
special Bermuda counsel to the Debtor, for the period from the
Petition Date through and including Aug. 8, 2012.

Appleby has represented the Debtor since Dec. 14, 2000, and
specifically represents the Debtor in connection with the Winding
Up Petition filed against the Debtor in the Supreme Court of
Bermuda (the ?Bermuda Petition?).

Appleby will provide advice on Bermuda law issues impacting the
Debtor's Chapter 11 case.

Initially, the Debtor intended to seek the retention of Appleby
for the duration of the Debtor;s bankruptcy case, but the U.S.
Trustee informally objected to Appleby's retention on grounds that
Appleby does not satisfy the requirements for retention under
Section 327(a) of the Bankruptcy Code.  However, both the Debtor
and Appleby want to avoid the cost, distraction and uncertainty
that would be created by a vigorously-contested retention process.
As such, the Debtor has agreed to seek new Bermuda counsel, while
at the same time seeking to retain Appleby for the limited time
and scope of services.

The law firm's standard hourly rates currently range from $265 to
$825 per hour for attorneys, $60 to $150 for trainee attorneys and
from $150 to $275 per hour for paralegals.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.


FLETCHER INT'L: Wants Access to Cash Collateral of Credit Suisse
----------------------------------------------------------------
Fletcher International, Ltd., asks the U.S. Bankruptcy Court for
the Southern District of New York to approve the stipulation
authorizing the Debtor's use of cash collateral of Credit Suisse
Securities (USA) LLC and Credit Suisse Securities (Europe) Limited
throughout the duration of the Debtor's Chapter 11 case, to fund
the Debtor's business and the conduct and administration of its
Chapter 11 case.

The cash collateral consists of the Debtor Funds in the amount of
$1,615,987.05 and the Helix A-1 Shares, which the Debtor values at
approximately $8,231,325.00 as of the date of filing of this
motion.

Upon approval of the Stipulation and Order, Credit Suisse will be
permitted to setoff $195,673.38 against the Debtor Funds on
account of the pre-petition legal fees incurred in connection with
that certain Customer Agreement with Securities USA.  The
Customer Agreement establishes the terms and conditions upon which
Securities USA would open and maintain one or more accounts for
the Debtor for purposes of the Debtor transacting business with
Securities USA on behalf of itself and as agent for any other
Credit Suisse entity.

The hearing on the motion for approval of stipulation for the use
of cash collateral of the Credit Suisse entities will be held on
Oct. 2, 2012, at 9:45 p.m.  Objections to the motion must be flied
by Sept. 25, 2012.

A complete text of the Debtor's motion for approval of stipulation
for the use of cash collateral of the Credit Suisse entities is
available at http://bankrupt.com/misc/fletcher.doc80.pdf

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.


FLETCHER INTERNATIONAL: Hiring Donald MacKenzie as CRO
------------------------------------------------------
Fletcher International, Ltd., asks the U.S. Bankruptcy Court for
the U.S. Bankruptcy Court for the Southern District of New York to
authorize and approve (i) the designation of Donald S. MacKenzie
as the Chief Restructuring Officer of the Debtor, (ii) the
employment and retention of Conway MacKenzie Management Services,
LLC (?CMS?) to provide restructuring and management services, nunc
pro tunc to July 15, 2012.

Reporting to and under the direct supervision of the Debtor's
Board, Mr. MacKenzie will assume in all respects the management of
the business and property of the Debtor, and will confer with
interested parties concerning relevant bankruptcy matters,
records, projections, financial information, reports and other
information prepared by or in the possession of the CRO relating
to the assets and liabilities, or the financial condition or
operations of the businesses, of the Debtor.

In addition, Mr. MacKenzie will provide oversight and support to
the Debtor's other professionals in connection with execution of
the Debtor's business plan, any sales process and overall
administration of activities within the Chapter 11 proceeding.

Further, Mr. MacKenzie and CMS will, among others, provide the
following services in the Debtor's Chapter 11 case:

  a. Provide oversight and assistance with the preparation of
     financial-related disclosures required by the Bankruptcy
     Court, including the schedules of assets and liabilities, the
     statement of financial affairs and monthly operating reports,
     and any other necessary disclosures;

  b. Provide oversight and assistance with the preparation of
     financial information for distribution to creditors and
     others, and analysis of proposed transactions for which Court
     approval is sought;

  c. Participate in meetings and provide assistance to any
     official committee(s) appointed in the case, the U.S.
     Trustee, other parties in interest, including contractual
     counterparties, and professionals hired by the same; and

  d. Evaluate, make recommendations in connection with and
     implement strategic alternatives as needed to maximize the
     value of the Debtor's assets.

The hourly rates of Mr. Mackenzie and the temporary staff
anticipated to be assigned to the Debtor's case are:

     Donald S. MacKenzie          $695
     Kenneth T. Latz              $525
     Jesse L. York                $425
     Abhimanyu Gupta              $335

The Debtor believes that Mr. MacKenzie and CMS are ?disinterested
persons? as that term is defined by Section 101(14) of the
Bankruptcy Code.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.


FLETCHER INTERNATIONAL: Has Until Today to File Schedules and SOFA
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted the motion of Fletcher International, Ltd., further
extending the time for the Debtor to file its Schedules of Assets
and Liabilities, Schedule of Executory Contracts and Unexpired
Leases and Statement of Financial Affairs until Sept. 24, 2012.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.




FRIGORIFICO MARIN: To Sell Commercial Property; Case Is 'SARE'
--------------------------------------------------------------
Frigorifico Marin Inc., filed its voluntary petition (Bankr.
D.P.R. Case No. 12-01279) under the provisions of Chapter 11 of
the Bankruptcy Code on Feb. 23, 2012.  In a Sept. 12, 2012 Order,
Bankruptcy Judge Brian K. Tester held that, as evidenced by the
monthly operating reports, the Debtor had ceased operations of a
cash & carry before the filing of its voluntary petition.  The
Debtor has generated some income from liquidating its inventory.
However, the Debtor intends to sell its sole commercial real
property to generate the income to pay all of its creditors.
Therefore, the Court determines that the case is a Single Asset
Real Estate case under 11 U.S.C Sec. 101(51B), and Sec. 362(d)(3)
of the Bankruptcy Code is applicable.

Frigorifico Marin, Inc., based in Bayamon, Puerto Rico, filed
for Chapter 11 bankruptcy (Bankr. D.P.R. Case No. 12-01279) on
Feb. 23, 2012.  Antonio I. Hernandez Santiago, Esq., at Hernandez
Law Offices, in San Juan, serves as the Debtor's counsel.  In its
petition, the Debtor estimated US$1 million to US$10 million in
assets and US$1 million to US$10 million in liabilities.  The
petition was signed by Gerardo Marin Vazquez, president.


GATEHOUSE MEDIA: Bank Debt Trades at 69% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Gatehouse Media,
Inc., is a borrower traded in the secondary market at 31.25 cents-
on-the-dollar during the week ended Friday, Sept. 21, 2012, an
increase of 0.54 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Feb. 27, 2014, and carries Moody's 'Ca' rating and
Standard & Poor's 'CCC-' rating.  The loan is one of the biggest
gainers and losers among 174 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

Gatehouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.86 million on $128.76 million of total revenues for the
three months ended July 1, 2012, compared with a net loss of $5.06
million on $134.39 million of total revenues for the three months
ended June 26, 2011.

The Company reported a net loss of $16.23 million on
$248.77 million of total revenues for the six months ended July 1,
2012, compared with a net loss of $23.25 million on
$254.21 million of total revenues for the six months ended
June 26, 2011.

The Company's balance sheet at July 1, 2012, showed
$487.40 million in total assets, $1.31 billion in total
liabilities, and a $823.09 million total stockholders' deficit.

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's ability to make payments on its indebtedness as required
depends on its ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond the Company's control.


GRAYMARK HEALTHCARE: Releases Financial Info on Pro Forma Basis
---------------------------------------------------------------
On Sept. 18, 2012, Graymark Healthcare, Inc., released financial
information regarding the financial condition and results of
operations for Graymark Healthcare as of, and for the three months
ended, March 31, 2012, and June 30, 2012, on a pro forma basis
combining the stand-alone financial information of Graymark
Healthcare, Foundation Surgery Affiliates, LLC, and Foundation
Surgical Hospital Affiliates, LLC.

The financial information does not present the financial condition
on the basis of a consummated acquisition of FSA and FSHA by
Graymark Healthcare.  The financial information has not been
audited and was prepared in good faith based on information
currently available to Graymark Healthcare.  The financial
information is not complete and does not include all of the
financial disclosures required by generally accepted accounting
principles.  A full text of the presentation is available for free
at http://is.gd/C7TYuX

                     About Graymark Healthcare

Graymark Healthcre, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

The Company's balance sheet at June 30, 2012, showed $20.8 million
in total assets, $23.2 million in total liabilities, and a
stockholders' deficit of $2.4 million.

                        Going Concern Doubt

As of June 30, 2012, the Company had an accumulated deficit of
approximately $42.3 million and reported a net loss of
approximately $7.2 million for the six months then ending.  In
addition, the Company used approximately $2.4 million in cash from
operating activities from continuing operations during the six
months ending June 30, 2012.

Historically, management has been able to raise the capital
necessary to fund the operation and growth of the Company, but
the Company can give no assurance that it will be successful in
raising the necessary capital to fund the Company's operations.

During the three months ended June 30, 2012, the Company did not
maintain the minimum cash balance required under the Company's
loan agreement with Arvest Bank.  In addition, the Company did not
make the required principal and interest prepayment due to Arvest
Bank on June 30, 2012.

Furthermore, the Company is not currently in compliance with the
minimum bid price requirement for continued listing on The NASDAQ
Capital Market.  Under a notice received from NASDAQ, the Company
had until June 18, 2012, to regain compliance.  The Company
received a notice of delisting on June 19, 2012.  The Company
filed an appeal and went before a hearing with NASDAQ on July 26,
2012.  If the Company is delisted from NASDAQ, that will be an
event of default under the Company's loan agreement with Arvest
Bank.  Historically, the Company has been successful in obtaining
default waivers from Arvest Bank, but there is no assurance that
Arvest Bank will waive any future defaults.  Given that the
Company is not in compliance with certain covenants under the loan
agreement with Arvest Bank, the associated debt has been
classified as current on the accompanying consolidated condensed
balance sheets.

"These uncertainties raise substantial doubt regarding the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 30, 2012.
"The consolidated condensed financial statements do not include
any adjustments that might be necessary if the Company is unable
to continue as a going concern."


GREAT BASIN: Wins Approval of $35-Mil. Working Capital Loan
-----------------------------------------------------------
Great Basin Gold Ltd. discloses that it has agreed to a
comprehensive term sheet from its existing bank lenders for a
$35 million working capital loan which was approved as a debtor-
in-possession loan by order of the British Columbia Supreme Court
pursuant to a Companies Creditors Arrangement Act filing made on
Sept. 19, 2012 (Vancouver Registry 126583).  The DIP Loan will be
a post-commencement financing under the previously announced
business rescue ("BR") provisions of the South African Companies
Act which were commenced Sept. 14, 2012.  CCAA is a Canadian
insolvency statute which will allow the Company a period of time
to seek buyers and partners for its two gold mining projects
and/or corporate level financiers in an effort to return Great
Basin Gold to solvency.

The DIP Loan has a term of 6 months, extendable for up to 3
months, and is subject to certain fees, interest and costs.  It
contemplates that the Company will dispose or sell down its
interest in its two gold projects or otherwise refinance or
recapitalize over certain periods within the term of the DIP Loan.

The DIP loan will be subject to a super-priority lien on the
assets of Great Basin Gold, and will also have the benefit of
liens and claims over the assets of its Nevada and South African
subsidiaries.  As part of their security package for the DIP loan,
the DIP lenders will also receive from Great Basin Gold's U.S.
holding company a guarantee of the obligations of its South
African subsidiaries' obligations under an existing South African
credit facility.  The DIP Loan has received lenders' credit
committee approval and it is now principally subject to
negotiation and execution of definitive documentation and other
customary closing conditions.  The DIP Loan proceeds will be used,
subject to the concurrence of a business rescue practitioner in
South Africa and KPMG LLP, the CCAA-appointed monitor in Canada,
to affect an orderly suspension of operations at Burnstone,
ongoing care and maintenance of Burnstone assets, and for working
capital at Hollister.  Hollister is expected to continue
profitably producing gold at the rate of 6,000-7,000 ounces per
month for the foreseeable future and no insolvency filings are
currently expected for the Nevada operations.

Lou van Vuuren, interim CEO, commented on the recent developments,
"We believe the DIP loan will be in the best interest of our
workforce and other key stakeholders, as its proceeds will be use
to ensure the proper treatment of our Burnstone employees and the
responsible care and maintenance of this valuable project while
Hollister operations will be enhanced by some additional working
capital.  We are confident that given the industry interest we are
seeing in these two assets we will see one or more realization or
recapitalization transactions complete within the term of the DIP
Loan."

Great Basin Gold Ltd. is incorporated under the laws of the
Province of British Columbia and its registered address is 1108-
1030 West Georgia Street, Vancouver BC, Canada.  Great Basin Gold
Ltd., including its subsidiaries, is a mineral exploration and
development company with two operating assets, both in the
production build-up phase, the Hollister Project on the Carlin
Trend in Nevada, USA and the Burnstone Project in the
Witwatersrand Goldfields in South Africa.  Over and above the
exploration being conducted at the above mentioned properties,
greenfields exploration is being undertaken in Tanzania and
Mozambique.


GUIDED THERAPEUTICS: Gets $2.9-Mil. from Warrant Exchange Offer
---------------------------------------------------------------
Guided Therapeutics, Inc., has received a total of $2.9 million
resulting from the exercises of new warrants issued in the
Company's recent warrant exchange offer completed on July 5, 2012.
In connection with the exercises of these warrants, the Company
issued 7,042,682 shares of its common stock.

The exercised warrants had variable exercise prices, depending on
the exercise date, of $0.40, $0.45 or $0.50 per share, and had an
expiration date of Sept. 15, 2012.  Approximately 3% of the
warrants, which were exercisable for 844,967 shares of common
stock, expired unexercised on that date.

The Company intends to apply the proceeds to increase inventory of
the Company's LuViva Advanced Cervical Scan device to meet current
demand for the product, expand its international marketing and
sales efforts and continue to seek FDA approval for the LuViva
device.

At Sept. 17, 2012, the Company had outstanding warrants
exercisable for approximately 20.5 million shares of common stock
with the following expiration dates and exercise prices:

   * Warrants exercisable for approximately 12.3 million shares of
     common stock that will expire on March 1, 2013, and have an
     exercise price $0.65 per share.  If these warrants are
     exercised in full, the Company would receive approximately $8
     million in cash.

   * Warrants exercisable for approximately 472,000 shares of
     common stock that expire July 26, 2013, and have an exercise
     price of $0.65 per share.  If these warrants are exercised in
     full, the Company would receive approximately $307,000 in
     cash.

   * Warrants exercisable for approximately 3.6 million shares of
     common stock that expire March 1, 2014, and have an exercise
     price of $0.65 per share.  If these warrants are exercised in
     full, the Company would receive approximately $2.3 million in
     cash.

   * Warrants exercisable for approximately 472,000 shares of
     common stock that expire July 26, 2014, and have an exercise
     price of $0.80 per share.  If these warrants are exercised in
     full, the Company would receive approximately $378,000 in
     cash.

   * Warrants exercisable for approximately 3.6 million shares of
     common stock that expire March 1, 2015, and have an exercise
     price of $0.80 per share.  If these warrants are exercised in
     full, the Company would receive approximately $2.9 million in
     cash.

At Sept. 15, 2012, the Company had 61,848,787 shares outstanding.

                    About Guided Therapeutics

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

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.51 million
in total assets, $3.08 million in total liabilities and $438,000
in total stockholders' equity.

                         Bankruptcy Warning

At June 30, 2012, the Company had negative working capital of
approximately $1.0 million and stockholders' equity of
approximately $334,000, primarily due to the recurring losses.  As
of June 30, 2012, the Company was past due on payments due under
its notes payable in the amount of approximately $393,000.

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the first quarter of 2013, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under its development agreement with Konica Minolta and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection," the Company said in its
quarterly report for the period ended June 30, 2012.


HARDAGE HOTEL: Taps HREC, 2 Others as Brokers for Hotels
--------------------------------------------------------
Hardage Hotels I, LLC, asks the U.S. Bankruptcy Court for the
Western District of Texas for permission to employ HREC Investment
Advisors, Fred B. Miehe Jr. CCIM, and NAI OH Equities, LLC, as
brokers in connection with the sale of the Clive, Iowa Hotel and
the Dublin, Ohio Hotel.

The Iowa Property serves as collateral for the loan of California
First National Bank, and the Ohio Property serves as collateral
for the loans of OneWest Bank, FSB.  Selling the properties is a
component of the Debtor's reorganization.

HREC will serve as broker for the sale of the Chase Suite Hotels
located at (1) 11428 Forrest Avenue, Clive, Iowa, and (2) 4130
Tuller Road, Dublin, Ohio.  Miehe and NAI will serve as local
correspondent brokers for the sale of the properties.
Specifically, the brokers will:

   a. be the Debtor's exclusive agent for purposes of marketing
      and accomplishing the sale or other disposition of the
      properties beginning July 15, 2012, until Jan. 31, 2013; and

   b. conduct all negotiations for the sale or other disposition
      of the properties.

Upon closing of a sale or exchange of each of the properties, the
Debtor will pay the brokers the greater of (i) 3% of the gross
sale price of the sold property, or (ii) a minimum fee of
$100,000 for each sale or exchange.

Any compensation paid to the brokers will be solely from the sale
proceeds of the properties.  The brokers will be responsible for
all costs and expenses related to marketing the properties.

To the best of the Debtor's knowledge, the brokers are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The brokers can be reached at:

         HREC Investment Advisors
         Geoff Davis, principal
         6400 S. Fiddler's Green Circle, Suite 1730
         Tel: (303) 267-0057
         Fax: (303) 267-0105
         E-mail: gdavis@hrec.com

                - and -

         NAI OH Equities, LLC
         Attn: James Merkel
         605 South Front Street, Suite 200
         Columbus, OH 43215
         Tel: (269) 357-9346

                - and -

         Fred B. Miehe Jr. CCIM
         Attn: Mr. Fred B. Miehe Jr.
         3510 Kimball Ave., Suite H
         Waterloo, IA 50702
         Tel: (319) 234-5000
         E-mail: fred@mattandfred.com

                       About Hardage Hotels

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  The petition was
signed by Samuel A. Hardage, president.  Hardage is a hotel and
real estate development company headquartered in San Diego,
California.

Hardage operates seven hotels in seven states under the brand of
"Chase Suites".  The hotels are located in El Paso, Texas;
Overland Park, Kansas; Newark, California; Kansas City, Missouri;
Des Moines, Iowa; Lincoln, Nebraska; and Dublin, Ohio.  Hardage
operates the hotels under the "Chase Suites" name pursuant to
franchise agreements with Hardage Hospitality, LLC.  The Debtor
has no employees -- all employees at the hotels are employed by
non-debtor Hardage Hospitality, which provides hotel management
services.

The Debtor has outstanding secured debt of $34.2 million plus
interest.  The lenders are OneWest Bank, FSB; California First
National Bank, N.A., and Security Bank of Kansas City.  OneWest
is the lender under a $5.74 million Dublin loan agreement, a
$5.3 million Lincoln loan agreement, and an $11.5 million El Paso
loan agreement.

Hardage was forced to file for bankruptcy when Hardage reached an
out-of-court restructuring of its debts with OneWest and then
OneWest reneged on its commitment.  In September 2010, OneWest
filed a collection against Hardage and sought the appointment of a
receiver over the El Paso property.  A receivership order was
entered but was vacated, although Hardage was ordered to make
payments to OneWest.  The parties then entered into a series of
tolling agreements, under which Hardage paid OneWest $700,000 so
that OneWest would not pursue any further action.  Following
negotiations, the parties signed a "final term sheet" on a
restructuring on Dec. 2, 2011.

But, according to the Debtor, OneWest reneged on the agreement.
In November, OneWest sought foreclosure of, and a receiver for,
the Dublin and El Paso properties.

The Debtor on March 5, 2012, initiated a lawsuit against OneWest
in the Superior Court of the State of California for the County of
Los Angeles, Central District.  The suit alleges several causes of
action, including fraud and breach of contract.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners LLC as financial advisor.

In its schedules, the Debtor disclosed $39,203,540 in total assets
and $31,119,611 in total liabilities.

Brinkman Portillo Ronk, PC, serves as counsel to the Official
Committee of Unsecured Creditors.

No trustee or examiner has been requested or appointed in this
Chapter 11 case.


HARDAGE HOTEL: Taps Solomon Ward to Negotiate with OneWest Bank
---------------------------------------------------------------
Hardage Hotels I, LLC, asks the Bankruptcy Court for the Western
District of Texas for permission to employ Solomon Ward Seidenwurm
& Smith, LLP, as special counsel to represent the Debtor and
certain of its affiliates in negotiations with OneWest Bank FSB,
relating solely to the negotiation and documentation of an amended
and restated credit facility and secured loans of Debtor and its
affiliates.

Prior to the bankruptcy, Solomon Ward assisted the Debtor and
certain of its affiliates in corporate matters including pre-
bankruptcy negotiations with OneWest.  The Debtor is not seeking
to retain Solomon Ward for any services provided to the Debtor's
affiliates.  The affiliates will pay their proportionate share of
any overlapping fees in connection with the restructuring.
Likewise, Solomon Ward will not charge the Debtor for services not
performed directly for the Debtor.

The primary attorneys and their hourly rates are:

         Harry J. Proctor, partner         $410
         Michael C. Cato, of counsel       $290

To the best of the Debtor's knowledge, Solomon Ward does not
represent an interest adverse to the Debtor or the estate
with respect to the matter on which the Debtor seeks to retain
Solomon Ward.

                       About Hardage Hotels

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  The petition was
signed by Samuel A. Hardage, president.  Hardage is a hotel and
real estate development company headquartered in San Diego,
California.

Hardage operates seven hotels in seven states under the brand of
"Chase Suites".  The hotels are located in El Paso, Texas;
Overland Park, Kansas; Newark, California; Kansas City, Missouri;
Des Moines, Iowa; Lincoln, Nebraska; and Dublin, Ohio.  Hardage
operates the hotels under the "Chase Suites" name pursuant to
franchise agreements with Hardage Hospitality, LLC.  The Debtor
has no employees -- all employees at the hotels are employed by
non-debtor Hardage Hospitality, which provides hotel management
services.

The Debtor has outstanding secured debt of $34.2 million plus
interest.  The lenders are OneWest Bank, FSB; California First
National Bank, N.A., and Security Bank of Kansas City.  OneWest
is the lender under a $5.74 million Dublin loan agreement, a
$5.3 million Lincoln loan agreement, and an $11.5 million El Paso
loan agreement.

Hardage was forced to file for bankruptcy when Hardage reached an
out-of-court restructuring of its debts with OneWest and then
OneWest reneged on its commitment.  In September 2010, OneWest
filed a collection against Hardage and sought the appointment of a
receiver over the El Paso property.  A receivership order was
entered but was vacated, although Hardage was ordered to make
payments to OneWest.  The parties then entered into a series of
tolling agreements, under which Hardage paid OneWest $700,000 so
that OneWest would not pursue any further action.  Following
negotiations, the parties signed a "final term sheet" on a
restructuring on Dec. 2, 2011.

But, according to the Debtor, OneWest reneged on the agreement.
In November, OneWest sought foreclosure of, and a receiver for,
the Dublin and El Paso properties.

The Debtor on March 5, 2012, initiated a lawsuit against OneWest
in the Superior Court of the State of California for the County of
Los Angeles, Central District.  The suit alleges several causes of
action, including fraud and breach of contract.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners LLC as financial advisor.

In its schedules, the Debtor disclosed $39,203,540 in total assets
and $31,119,611 in total liabilities.

Brinkman Portillo Ronk, PC, serves as counsel to the Official
Committee of Unsecured Creditors.

No trustee or examiner has been requested or appointed in this
Chapter 11 case.


HAWKER BEECHCRAFT: Bank Debt Trades at 27% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 72.56 cents-on-
the-dollar during the week ended Friday, Sept. 21, 2012, a drop of
0.33 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014.  The loan is one of the biggest gainers and losers
among 174 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HOSTESS BRANDS: Asks Court to Impose Concessions on Union
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. asked a bankruptcy court to
impose concessions on the bakery workers' union after 92% of its
members voted against ratifying a new contract.

According to the report, if the court won't impose what the union
members refused to accept, "it is certain that Hostess will be
forced to liquidate" with all jobs lost, the Dallas-based company
said Sept. 20 in court papers.  A contract with similar
concessions was ratified for 7,000 members of the Teamsters union.

The report relates that Hostess wants the U.S. Bankruptcy Court in
White Plains, New York, to implement contract concessions at an
Oct. 3 hearing.  Without favorable court action by Oct. 10,
Hostess said financing for the reorganization will be in default.

According to The Associated Press, Hostess said in court documents
that imposing the labor contact, which cuts wages by 8% and
reduces benefits, is the company's last hope to avoid a going-out-
of-business liquidation.

AP relates Hostess Chief Executive Gregory Rayburn said in a court
filing the union leadership misinformed its members and told them
buyers would save the company from liquidation.  He also said the
union used public voting to intimidate members who supported the
contract.

Bloomberg notes that the bakery workers, with 6,500 members, said
on the union Web site that the contract offer was an "outrageously
unfair proposal."  A "respected financial analyst" concluded that
the "plan has little or no chance of succeeding and saving the
business," the union said.  Hostess "is controlled by Wall Street
private equity and hedge fund firms, whose sole objective is to
maximize their own returns, not rebuild a company for the long
haul," the union said.  Hostess said that the union "wrote several
letters to its membership that mischaracterized key elements of
the proposal.  While the union said there would be a buyer if the
contract were rejected, the company there is "no outside party
willing to purchase Hostess's business."  Rather than conduct a
secret ballot, the company said the bakery union required "a
public vote designated to intimidate members."

The Bloomberg report relays that before the contracts went out for
a vote, Hostess told employees that voting down the contract would
result in liquidation and the loss of jobs.

                        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.


HOVNANIAN ENTERPRISES: Unit Plans to Issue $797-Mil. Sr. Notes
--------------------------------------------------------------
Hovnanian Enterprises, Inc.'s wholly owned subsidiary,
K. Hovnanian Enterprises, Inc., plans to issue an aggregate
principal amount of up to $550,000,000 of senior secured first
lien notes due 2020 and $247,000,000 of senior secured second lien
notes due 2020 in a private placement.

Concurrently with this offering, K. Hovnanian plans to issue
exchangeable note units in an underwritten public offering.  The
offering is anticipated to consist of the issuance of 90,000
Units, each with a stated amount of $1,000 and each comprised of a
zero-coupon senior exchangeable note due Dec. 1, 2017, and a
senior amortizing note due Dec. 1, 2017.  K. Hovnanian intends to
grant the underwriters a 13-day option to purchase up to an
additional 10,000 Units sold to cover over-allotments.

The Notes will be guaranteed by the Company and substantially all
of its subsidiaries.

J. P. Morgan Securities LLC, Citigroup Global Markets Inc. and
Credit Suisse Securities (USA) LLC are serving as the joint book-
running managers for the Units Offering.

K. Hovnanian intends to use the net proceeds from the Notes
Offering  and the Units Offering to fund a tender offer and
consent solicitation for any and all of its outstanding 10 5/8%
Senior Secured Notes Due 2016.

                    About Hovnanian Enterprises

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

The Company reported a net loss of $286.08 million for the fiscal
year ended Oct. 31, 2011, compared with net income of $2.58
million during the prior fiscal year.

The Company's balance sheet at July 31, 2012, showed $1.62 billion
in total assets, $2.02 billion in total liabilities and a $404.20
million total deficit.

                           *     *     *

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

Moody's said in April 2012 that the Caa2 corporate family rating
reflects Hovnanian's elevated debt leverage weak gross margins,
continued operating losses, negative cash flow generation, and
Moody's expectation that the conditions in the homebuilding
industry over the next one to two yeas will provide limited
opportunities for improvement in the company's operating and
financial metrics.  In addition, the ratings consider Hovnanian's
negative net worth position, which Moody's anticipates will be
further weakened by continuing operating losses and impairment
charges.  As a result, adjusted debt leverage, currently standing
at 149%, is likely to increase further.

Hovnanian carries a 'CCC-' credit rating from Standard & Poor's
and a 'CCC' issuer default rating from Fitch.


HOVNANIAN ENTERPRISES: Has Tender Offer for 10-5/8% Senior Notes
----------------------------------------------------------------
Hovnanian Enterprises, Inc.'s subsidiary, K. Hovnanian
Enterprises, Inc., intends to commence a tender offer to purchase
for cash any and all of its 10 5/8% Senior Secured Notes Due 2016
upon the terms and subject to the conditions set forth in an Offer
to Purchase and Consent Solicitation Statement, dated Sept. 18,
2012, and in the related Letter of Transmittal and Consent.
Concurrently with the Offer, K. Hovnanian will solicit consents of
holders of the Notes that would eliminate most of the restrictive
covenants and certain of the events of default contained in the
indenture governing the Notes.

The early tender deadline is 5:00 p.m., New York City time, on
Oct. 1, 2012, and the Offer will expire at 12:00 midnight, New
York City time, on Oct. 16, 2012, in each case unless earlier
terminated by the K. Hovnanian.  Notes tendered may be withdrawn
at any time at or before 5:00 p.m., New York City time, on Oct. 1,
2012, but not thereafter.

The total consideration for each $1,000 principal amount of Notes
validly tendered at or before the Early Tender Deadline and
purchased pursuant to the Offer will be $1,085.00.  The total
consideration includes a payment of $30.00 per $1,000 principal
amount of Notes payable only in respect of Notes tendered with
consents at or before the Early Tender Deadline.  Holders validly
tendering Notes after the Early Tender Deadline but at or before
the Expiration Time will be eligible to receive only the tender
offer consideration of $1,055.00 per $1,000 principal amount of
Notes, namely an amount equal to the total consideration less the
early tender payment.  In addition, holders whose Notes are
purchased in the Offer will receive accrued and unpaid interest in
respect of their purchased Notes from the last interest payment
date to, but not including, the applicable payment date for the
Notes.

K. Hovnanian has reserved the right, at any time following the
Early Tender Deadline but prior to the Expiration Time, to accept
for purchase all Notes validly tendered and not validly withdrawn
at or before the Early Acceptance Date.  If K. Hovnanian elects to
exercise this option, K. Hovnanian will pay the total
consideration or tender offer consideration, as the case may be,
for the Notes accepted for purchase at the Early Acceptance Date
on a date promptly following the Early Acceptance Date, which date
is expected to be Oct. 2, 2012, the expected closing date for
certain public underwritten and privately placed offerings
referenced below.  Also, on the Early Payment Date, if any, K.
Hovnanian will pay accrued and unpaid interest to, but not
including, the Early Payment Date, on Notes accepted for purchase
at the Early Acceptance Date.

The depositary and information agent for the Offer and Consent
Solicitation is Global Bondholder Services Corporation.  The
dealer managers for the Offer and solicitation agents for the
Consent Solicitation are Citigroup Global Markets Inc. and Credit
Suisse Securities (USA) LLC.  Persons with questions regarding the
Offer or Consent Solicitation should contact Citigroup Global
Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (toll-
free) or Credit Suisse Securities (USA) LLC at (212) 538-2147
(collect) or (800) 820-1653 (toll-free).

                    About Hovnanian Enterprises

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

The Company reported a net loss of $286.08 million for the fiscal
year ended Oct. 31, 2011, compared with net income of $2.58
million during the prior fiscal year.

The Company's balance sheet at July 31, 2012, showed $1.62 billion
in total assets, $2.02 billion in total liabilities and a $404.20
million total deficit.

                           *     *     *

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

Moody's said in April 2012 that the Caa2 corporate family rating
reflects Hovnanian's elevated debt leverage weak gross margins,
continued operating losses, negative cash flow generation, and
Moody's expectation that the conditions in the homebuilding
industry over the next one to two yeas will provide limited
opportunities for improvement in the company's operating and
financial metrics.  In addition, the ratings consider Hovnanian's
negative net worth position, which Moody's anticipates will be
further weakened by continuing operating losses and impairment
charges.  As a result, adjusted debt leverage, currently standing
at 149%, is likely to increase further.

Hovnanian carries a 'CCC-' credit rating from Standard & Poor's
and a 'CCC' issuer default rating from Fitch.


HUMAN BEAN: Emerges From Bankruptcy With New Owners
---------------------------------------------------
Pat Ferrier at Coloradoan.com reported that the Human Bean Coffee
has emerged from bankruptcy and is now owned and operated by Frank
Sherman and Linkletter Holdings LLC.

According to the report, Human Bean officially emerged from
bankruptcy in mid-August.  "Our customers gave us a second chance
and enabled us to serve not only them, but our entire community in
significant ways for years to come," the report quotes Mr. Sherman
as stating.

Based in Colorado, Human Bean Coffee --
http://www.thehumanbean.com/-- operates coffee shops.  It entered
Chapter 11 bankruptcy in December 2008.  It six locations in
Northern Colorado including two in Fort Collins at 821 N. College
Ave. and 1822 S. College Ave.


HUSSEY COPPER: Employees May Not Be Entitled to Bonuses
-------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that employees of
Hussey Copper Ltd. may not be entitled to receive about $400,000
in incentives for their work in 2011 because they showed no proof
they earned the bonuses, U.S. Bankruptcy Judge Brendan L. Shannon
ruled.

                        About Hussey Copper

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

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016).  In its
amended schedules, HCL Liquidation disclosed $80,760,296 in assets
and $71,453,842 in liabilities as of the Chapter 11 filing.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.  The Debtors tapped Winter Harbor, LLC in substitution for
Huron Consulting Services LLC.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.  The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.

Hussey filed for bankruptcy with a deal to sell the assets to
stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC.  US private equity firm Patriarch Partners beat
Kataman at an auction and officially acquired Hussey on Dec. 16,
2011.  The buyout firm of distressed debt mogul Lynn Tilton
acquired Hussey for $107.8 million after a nine-hour, 34-round
auction.

Kataman is represented in the case by David D. Watson, Esq., and
Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.

Following the sale, Bankruptcy Judge Brendan L. Shannon approved
the name change of Hussey Copper Corp. et al., to HCL Liquidation
Ltd.


INDIANAPOLIS DOWNS: Accepts Centaur's $500-Mil. Purchase Bid
------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Indianapolis Downs
LLC accepted a $500 million purchase offer Wednesday from cross-
state competitor Centaur Gaming LLC, but the bankrupt horse track
and casino is still far from the finish line as the deal lacks the
support of its largest noteholder Fortress Investment Group LLC.

                     About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375 million on secured notes and $72.6 million on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INTELSAT SA: Subsidiary to Offer $640 Million of Senior Notes
-------------------------------------------------------------
Intelsat S.A.'s subsidiary, Intelsat Jackson Holdings S.A.,
intends to offer $640,000,000 aggregate principal amount of the
6 5/8% senior notes due 2022 at an offering price of 100% .
Intelsat Jackson's obligations under the notes will be guaranteed
by certain of its parent companies.  The notes offering is
expected to close on Oct. 3, 2012, subject to certain conditions.

The net proceeds from the sale of the notes are expected to be
used by Intelsat Jackson to purchase any and all of its
outstanding $603,220,000 aggregate principal amount of 11 1/4%
Senior Notes due 2016, to redeem or repurchase 11 1/4% Senior
Notes due 2016 not purchased in the tender offer, to pay related
fees and expenses and for general corporate purposes.

Intelsat Jackson is commencing a tender offer to purchase for cash
any and all of its outstanding $603,220,000 Senior Notes.  The
Tender Offer is scheduled to expire at 12:00 midnight, New York
City Time, on Wednesday, Oct. 17, 2012, unless extended or earlier
terminated by Intelsat Jackson.

Holders tendering their Notes after the Consent Time but before
the Expiration Time will receive the tender offer consideration of
$1,014.50 per $1,000 principal amount of Notes tendered.

                           About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.

The Company reported a net loss of $433.99 million in 2011, a net
loss of $507.77 million in 2010, and a net loss of $782.06 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $17.46
billion in total assets, $18.66 billion in total liabilities, $48
million in noncontrolling interest, and a $1.24 billion total
Intelsat S.A. shareholders' deficit.

                           *     *     *

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.


JACK WORKS: Case Summary & 2 Unsecured Creditors
------------------------------------------------
Debtor: Jack Works LLC
        29604 West Oakland Road
        Bay Village, OH 44140-1844

Bankruptcy Case No.: 12-16778

Chapter 11 Petition Date: September 17, 2012

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Stephen D. Hobt, Esq.
                  1370 Ontario Street, Suite 450
                  Cleveland, OH 44113-1744
                  Tel: (216) 771-4949
                  Fax: (216) 771-5353
                  E-mail: shobt@aol.com

Scheduled Assets: $2,430,250

Scheduled Liabilities: $2,568,392

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ohnb12-16778.pdf

The petition was signed by Mitchell W. Kelly, managing member.


JOHN SMITH: Creditors' Meeting Set for Oct. 12
-----------------------------------------------
Chuck Bartels at The Associated Press reports that Arkansas coach
John L. Smith is trying to wipe away $25.7 million in debt in
bankruptcy court and hang onto $1.2 million in retirement accounts
and some personal property.

According to AP, Mr. Smith has a meeting with a long list of
creditors at U.S. Bankruptcy court in Fayetteville on Oct. 12,
2012.

AP says Mr. Smith filed for Chapter 7 bankruptcy on Sept. 6, 2012,
and court papers filed Wednesday detail the depth of his financial
losses.  As of the filing, Smith Mr. had received $115,000 from
his 10-month, $850,000 contract with Arkansas, plus $35,643 from
his alma mater, Weber State, which he left before coaching a game
to return to Fayetteville after Bobby Petrino's firing.  He also
picked up $9,810 from Nike and $1,057 from a football camp, the
report says, citing court documents.

The report adds Mr. Smith has two retirement accounts, each worth
about $600,000, which his filing lists as exempt from liquidation,
along with household furnishings.

AP notes the filing lists 26 unsecured creditors, with the largest
debt -- $20 million -- claimed by Terra Springs LLC of Louisville.
Other debts include $2 million to Republic Bank and $902,000 to
King Southern Bank, both in Louisville. He also owes about $10,000
to American Express.

The report adds Mr. Smith paid $20,000 up front to his attorney,
Jill Jacoway of Fayetteville.

AP says Mr. Smith revealed his financial problems during the
summer, saying he anticipated a bankruptcy filing and that he
didn't want it to distract the team or embarrass the university.


JONES GROUP: S&P Keeps 'B+' Rating on $400MM Notes Due March 2019
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' rating on
Bristol, Pa.-based The Jones Group Inc.'s existing 6.875% senior
notes due March 2019 is unchanged following the company's proposed
$100 million add-on offering. "The recovery rating is also
unchanged at '5', indicating our expectation of modest (10% to
30%) recovery for noteholders in the event of a payment default,"
S&P said.

"The company has indicated that it plans to use proceeds from this
debt issuance for general corporate purposes. Proceeds from the
offering will replenish cash balances in anticipation of its
pending payment to acquire the remaining 45% interest in Stuart
Weitzman in December 2012 and could ultimately be used to redeem a
portion of its notes due in 2014. We estimate the total debt level
will rise to about $959 million following this offering. Our
forecast is for the company's debt-to-EBITDA leverage to remain in
the mid-4x area at year-end 2012. However, if leverage exceeds our
expectations and approaches our 5x benchmark for lowering the
rating, we could revise our outlook to negative," S&P said.

"Our ratings reflect our view that the company's financial risk
profile is 'aggressive,' based on the company's high leverage and
moderate financial policies. The company's leverage has increased
over the past year and is in line with indicative ratios for an
'aggressive' financial profile. In addition, we believe the
company's business risk profile will continue to be 'fair,' given
the very competitive nature of the apparel and footwear
businesses, and the company's concentration in the department
store channel. We also factor into our business risk assessment
the company's scale and portfolio of well-recognized brands and
its product portfolio diversity. The ratings also reflect the
company's continued ability to generate positive cash flow despite
still weak economic conditions," S&P said.

"The 'BB-' corporate credit rating on Jones Group remains
unchanged," S&P said.

RATINGS LIST
Jones Group Inc.
Corporate credit rating                   BB-/Stable/--
Senior unsecured
  $400 mil. 6.875% notes due 2019          B+
     Recovery rating                       5


KINDRED HEALTHCARE: S&P Keeps 'B+' Rating on Secured Term Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Louisville, Ky.-based Kindred Healthcare Inc.'s senior secured
term loan to '4', indicating its expectation for average (30% to
50%) recovery for lenders in the event of payment default, from
'3'. "Our 'B+' issue-level rating (at the same level as our 'B+'
corporate credit rating on the company) remains unchanged, as we
do not notch the issue rating from the corporate credit rating for
a '3' or '4' recovery rating," S&P said.

"The revision of the recovery rating reflects our view of reduced
recovery prospects for the term loan because of the larger size of
the super priority revolving credit facility and increased amount
of senior secured term loan debt," said Standard & Poor's credit
analyst David Peknay.

"All other existing ratings, including the term loan and 'B+'
corporate credit rating are unchanged. The outlook is stable," S&P
said.

"The ratings on Louisville, Ky.-based Kindred Healthcare Inc.
reflect Standard & Poor's Ratings Services' assessment of the
company's business risk profile as 'weak' as a result of
reimbursement risk despite its relatively diversified business
portfolio that spans several subsectors. We view the financial
risk profile as 'aggressive' because of our view that leverage in
2013 will be in the high-4x area," S&P said.


LEHMAN BROTHERS: Ross Allowed to Purchase Navigator Stock
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge said at a hearing Sept. 19 that
he will allow WL Ross & Co. LLC to purchase 34% of the stock of
Navigator Holdings Ltd. from the trustee for the defunct brokerage
Lehman Brothers Inc. for $110.2 million.

According to the report, Elliott Management Corp. argued that the
price was too low because it didn't include a control premium
above the $25-a-share price Ross is paying.  The acquisition will
give Ross 61% of the Navigator stock.  Ross had received a waiver
from the company of a poison pill.  Separately, the Lehman holding
company sold its half interest in eight office buildings in
Austin, Texas, as part of a $859 million transaction.

                       About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LOUISIANA RIVERBOAT: U.S. Trustee Balks at Proposed Break-Up Fee
----------------------------------------------------------------
Henry G. Hobbs, Acting U.S. Trustee for Region 5, filed with the
U.S. Bankruptcy Court for the Western District of Louisiana a
limited objection to Louisiana Riverboat Gaming Partnership, et
al.'s motion for approval of sale of all or substantially all
assets of Worldspace, Inc., and its debtor and non-debtor
affiliates.

The Debtors submitted a bidding procedures motion, including a
purchase agreement with Global Gaming Solutions, LLC as the
stalking horse.  The APA between the Debtors and Global Gaming
calls for a cash purchase price of $125 million, and provides for
a breakup fee of $3.75 million payable upon consummation of a sale
to a purchaser not affiliated with Global Gaming.  The Break-Up
fee is 3% of the purchase price.

The U.S. Trustee said that the break-up fee may be inappropriate.
It said potential bidders must not be required to make a minimum
initial overbid that includes a $3.75 million break-up fee when
the insider-stalking horse's entitlement to receive that fee has
not been established with an actual/necessary analysis.  The U.S.
Trustee asserted that requirement chills rather than encourages
bidding.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.

The Court authorized the Debtors to sell their assets at an
Oct. 15, auction.  Qualified bids are due Sept. 24.


LSP ENERGY: Judge Clears South Mississippi Electric to Buy Assets
-----------------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that a
bankruptcy judge has signed off on the $285.9 million sale of LSP
Energy's gas-fired Mississippi power plant to South Mississippi
Electric Power Association.


                         About LSP Energy

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


MALLEY HEIGHTS: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Malley Heights, LLC
        5965 Washington Boulevard
        Culver City, CA 90232-7324

Bankruptcy Case No.: 12-29305

Chapter 11 Petition Date: September 17, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Debtor's Counsel: F. Kelly Smith, Esq.
                  LAW OFFICES OF F. KELLY SMITH
                  216 16th Street, Suite 1210
                  Denver, CO 80202
                  Tel: (303) 592-1650
                  Fax: (303) 592-1701
                  E-mail: fkellysmith@tde.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 nine largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/cob12-29305.pdf

The petition was signed by Benham Rafalian, manager.


MAUNA LOA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Mauna Loa Investments LLC
        10470 N.W. 131 Street
        Hialeah Gardens, FL 33018

Bankruptcy Case No.: 12-32189

Chapter 11 Petition Date: September 17, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Jeffrey N. Schatzman, Esq.
                  SCHATZMAN & SCHATZMAN, P.A.
                  9990 SW 77 Avenue PH 2
                  Miami, FL 33156
                  Tel: (305) 670-6000
                  Fax: (305) 274-0220
                  E-mail: notices@schatzmanlaw.com

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

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

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

The petition was signed by Mawanphy Gil, manager.


MARK VERNON: Bankruptcy Halts Gryzwa Lawsuit
--------------------------------------------
Magistrate Judge Robert J. Johnston issued a series of orders
dated Sept. 12, 2012, in the lawsuit, Gary Gryzwa, Plaintiff, v.
Alliance Mechanical, Inc., et al., Defendant, No. 2:11-cv-30-RCJ-
RJJ (D. Nev.).

Mr. Vernon and his wife, Dawn, have been named as defendants in
the Gryzwa lawsuit.  The Vernons filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 12-19554) on Aug. 17, 2012.

Alliance Mechanical has not filed for bankruptcy.

Judge Johnston denied Mr. Gryzwa's request to compel Mr. Vernon to
produce documents in relation to the lawsuit.  A copy of the Court
order is available at http://is.gd/wYyxpNfrom Leagle.com.

In a separate order available at http://is.gd/xWDHRJfrom
Leagle.com, Judge Johnston denied, without prejudice, Mr. Gryzwa's
Emergency Motion to Compel Appearance at Depositions; for Stay of
Briefing; for Case Management Conference.  The Notice of
Deposition included the Vernons and Alliance Mechanical, Inc.
Both individual defendants have filed bankruptcy; the corporation
has not.  According to the order, Mr. Gryzwa has decided not to
take any further action in the case against the corporate
defendant, "until such time as he can ascertain the effect of the
automatic stay and the bankruptcy proceedings on that Defendant."

Mr. Gryzwa's Motion to Compel Discovery Responses and For
Discovery Sanctions; Including Rendering of partial Default
Judgment, was also denied according to the order available at
http://is.gd/yFLDFtfrom Leagle.com.


MDU COMMUNICATIONS: Ronald Ordway Discloses 22.4% Equity Stake
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Ronald D. Ordway and his affiliates disclosed that as
of Sept. 11, 2012, they beneficially own 1,269,996 shares of
common stock of MDU Communications International, Inc.,
representing 22.4% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/HdGCq8

                            About MDU

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital voice and other information and communication
services to residents living in the United States multi-dwelling
unit ("MDU") market - estimated to include 26 million residences.

The Company's balance sheet at June 30, 2012, showed $21.2 million
in total assets, $33.2 million in total liabilities, and a
stockholders' deficit of $12.0 million.

"Our ability to continue to operate our business is substantially
dependent on our ability to raise additional capital in the near
term," the Company said in its quarterly report for the period
ended June 30, 2012.  "We are actively pursuing a number of
possible funding options, but there can be no assurance that these
efforts will be successful.  Our expected continued losses from
operations and the uncertainty about our ability to obtain
sufficient additional capital raise substantial doubt about our
ability to continue as a going concern."


MEDICURE INC: Reports $23.3 Million Net Income in Fiscal 2012
-------------------------------------------------------------
Medicure Inc. reported its results from operations for the fiscal
year ended May 31, 2012.

The Company recorded $4.8 million of revenue during the year ended
May 31, 2012, compared to $3.6 million for the previous fiscal
year.

Net revenue from the sale of AGGRASTAT finished product decreased
compared to the previous fiscal year to $2.9 million from
$3.6 million.

Net income for the year ended May 31, 2012, was $23.3 million,
compared to a net loss of $1.6 million for the previous fiscal
year.  The net income in the current fiscal year primarily relates
to a $23.9 million non-cash gain relating to the settlement of the
Company's long-term debt.

Revenues for the year ended May 31, 2012, totalled $4.8 million
compared to $3.6 million for the year ended May 31, 2011.  Net
revenue from the sale of AGGRASTAT finished product for the three
months ended May 31, 2012, was $371,000 compared to $774,000 for
the same quarter last year.   Net revenue from the sale of
finished AGGRASTAT product for the year ended May 31, 2012,
decreased by $0.7 million or 21% to $2.9 million from $3.6 million
for the previous fiscal year.  The decrease in revenues compared
to the previous fiscal periods corresponds with an overall decline
in use of injectable antiplatelet drugs.  It is also attributable
to increases in discounts to new customers and fluctuations in
foreign exchange rates.

Net loss for the quarter was $1.0 million or $0.01 per share,
compared to a net loss of $1.9 million or $0.01 per share in the
fourth quarter a year ago.

At May 31, 2012, the Company had cash totalling $1,124,345
compared to $750,184 as of May 31, 2011.  Cash flows from
operating activities for the year ended May 31, 2012 were
$417,289, compared to $430,270 for the year ended May 31, 2011.

The Company said that its ability to continue in operation for the
foreseeable future remains dependent upon the effective execution
of its business development and strategic plans.

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

                        http://is.gd/RVL4hu

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

For fiscal 2011, KPMG LLP, in Winnipeg, Canada, noted that
Medicure has experienced operating losses since incorporation that
raises significant doubt about its ability to continue as a going
concern.

The Company's balance sheet at Feb. 29, 2012, showed C$5.47
million in total assets, C$6.53 million in total liabilities and a
C$1.05 million total shareholders' deficiency.

At Feb. 29, 2012, the Company had cash totalling $1,670,151
compared to $750,184 as of May 31, 2011.  Cash flows from
operating activities for the nine months ended Feb. 29, 2012, were
$983,766, compared to $291,699 for the nine months ended Feb. 28,
2011.

The Company said in the report that its ability to continue in
operation for the foreseeable future remains dependent upon the
effective execution of its business development and strategic
plans.


MGM RESORTS: Completes Sale of $1 Billion in Senior Notes
---------------------------------------------------------
MGM Resorts International issued $1.0 billion in aggregate
principal amount of its 6.750% Senior Notes due 2020 under an
indenture dated as of Sept. 19, 2012, among the Company, the
guarantors and U.S. Bank National Association, as trustee.  The
Notes were sold in the United States only to accredited investors
pursuant to an exemption from the Securities Act of 1933, as
amended, and subsequently resold to qualified institutional buyers
pursuant to Rule 144A under the Securities Act and to non-U.S.
persons in accordance with Regulation S under the Securities Act.

The Company intends to use the net proceeds of the offering, or
approximately $985.8 million, to repay a portion of its
indebtedness, which may include indebtedness under its senior
credit facility or outstanding debt securities.  A copy of the
Indenture is available for free at http://is.gd/DOAuDU

The Notes will mature on Oct. 1, 2020.  The Company will pay
interest on the Notes on April 1 and October 1 of each year,
commencing on April 1, 2013.  Interest on the Notes will accrue at
a rate of 6.750% per annum and be payable in cash.

The Company may redeem all or part of the Notes at a redemption
price equal to 100% of the principal amount of the Notes plus an
applicable make whole premium and accrued and unpaid interest.

In connection with the closing, a registration rights agreement
was entered into on Sept. 19, 2012, between the Company, the
subsidiary guarantors, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and the initial purchasers.  A copy of the
Registration Rights Agreement is available for free at:

                        http://is.gd/cezr9Y

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

The Company's balance sheet at June 30, 2012, showed $27.26
billion in total assets, $17.85 billion in total liabilities and
$9.41 billion in total stockholders' equity.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.


MICHAELS STORES: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Irving, Texas-based arts and crafts retailer
Michaels Stores Inc. "Following our review of the add-on offering,
we removed the company from CreditWatch with positive
implications, where it had been placed on April 12, 2012. The
outlook is positive," S&P said.

"We also affirmed our 'BB-' issue-level rating on the company's
senior secured term loan B-1, B-2, and B-3 tranches. The recovery
rating is unchanged at '1', which indicates our expectation for
very high recovery (90% to 100%) in the event of a payment
default. In addition, we raised our issue-level rating on the
company's $800 million 7.75% senior unsecured notes due 2018,
which will increase to $1 billion following the add-on offering,
to 'B-' from 'CCC+'. We are revising the recovery rating to '5'
from '6'. The '5' recovery rating indicates our expectation that
noteholders would receive modest (10% to 30%) recovery in the
event of a payment default," S&P said.

"Finally, we affirmed our 'CCC+' issue-level rating on the
company's $400 million 11.375% senior subordinated notes due 2016
and $250 million 13% subordinated discount notes due 2016. Both
note issues have a recovery rating of '6', indicating our
expectation that noteholders would receive negligible recovery (0%
to 10%) in the event of a payment default," S&P said.

As of July 28, 2012, the company had about $3.4 billion in
reported debt outstanding.

"The rating action reflects our analysis that the proposed add-on
offering likely means that Michaels' anticipated IPO will not be
completed within the next 90 days, but maybe within the next
year," said Standard & Poor's credit analyst Brian Milligan.
"Given our change in expectations regarding the timing of an IPO,
coupled with the company's ongoing search for a full-time CEO, we
believe a positive rating outlook is more appropriate than a
CreditWatch placement."

"The ratings on Michaels reflect Standard & Poor's analysis that
the company's business risk profile will remain 'fair,' based on
the risks associated with the competitive and highly fragmented
arts and crafts industry, the risks surrounding new store growth,
and the substantial seasonality in quarterly operating
performance. The ratings also reflect our expectation for the
company's financial risk profile to potentially improve to
'aggressive' from 'highly leveraged,' especially if an IPO is
completed within the next year and proceeds are used for debt
reduction," S&P said.

"The positive outlook on Michaels reflects our expectation that
potential debt reduction may improve the financial risk profile to
aggressive from highly leveraged, especially if an IPO is
completed within the next year," S&P said.

"We could raise our ratings if ratios reach levels indicative of
an aggressive financial risk profile, including leverage below 5x.
Based on second-quarter fiscal 2012 results, debt reduction of
over $800 million or EBITDA growth of over 20% is necessary for
leverage to decline below 5x," S&P said.

"We could revise our outlook to stable if it becomes clear further
debt reduction is not likely, possibly from cancelling the
anticipated IPO, or if operating performance improvement stalls or
weakens, likely from a poor holiday season. These scenarios, or
any other variation, would cause financial ratios to remain near
current levels, including leverage of about 6x," S&P said.


MITEL NETWORKS: S&P Affirms 'B' CCR; Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Ottawa-
based voice and unified communications products provider Mitel
Networks Corp. to negative from stable. At the same time, Standard
& Poor's affirmed its ratings on Mitel, including its 'B' long-
term corporate credit rating on the company.

"We base the outlook revision on our expectation that Mitel's
operating results will weaken in the near term, causing credit
protection metrics to remain at a level more commensurate with a
highly leveraged financial risk profile," said Standard & Poor's
credit analyst David Fisher.

"Mitel's operating results in its first quarter ended July 2012
were below our expectations, with revenue and reported EBITDA
(from continuing operations) down 7% and 26%, respectively, from
the previous year. Given challenging macroeconomic conditions and
a rapidly evolving and increasingly competitive communications
product market, we expect the company's operating performance
to deteriorate in fiscal 2013 (ended April 2013), including
revenue declines in the mid-to-high single digits, and EBITDA
declines in the mid-to-high teens percent range," S&P said.

"Our affirmation of the long-term corporate credit rating on Mitel
reflects our view of the company's good history of managing to
tough market conditions, as evidenced by its significant EBITDA
growth since the 2008 housing downturn and gross margin expansion
in the past several years," Mr. Fisher added.

"We also assigned our 'B' issue rating, and '3' recovery rating to
the company's proposed US$290 million term loan B due 2019 and
US$40 million revolving credit facility due 2017. The '3' recovery
rating reflects our expectation of meaningful (50%-70%) recovery
in the event of a payment default," S&P said.

"We understand that proceeds of the proposed first-lien term loan,
in conjunction with US$25 million of surplus balance-sheet cash,
will be used to repay the existing first- and second-lien term
loans, as well as for customary transaction fees and expenses,"
S&P said.

"We base the ratings on Mitel on our view of the company's
vulnerable business risk and aggressive financial risk profiles
(as our criteria define the terms), and less-than-adequate
liquidity position (based on the existing credit facility)," S&P
said.

"We view Mitel's business risk profile as vulnerable based on the
company's history of volatile operating results, small scale
relative to its larger competitors, most notably Cisco Systems
Inc. (A+/Stable/A-1+) and Avaya Inc. (B-/Stable/--), and the
inherent riskiness of the communications products industry in
which it operates. The industry is characterized by cyclicality
and rapid technological change that is causing heightened
competitive intensity. These risks are somewhat offset, in our
opinion, by the company's still-healthy market position in the
small and midsize business segments and medium enterprise internet
protocol (IP) telephony market," S&P said.

"Mitel is a supplier of hardware and software-based IP telephony
platforms, including IP PBX systems; desktop devices (handsets and
peripherals); a suite of unified communications and collaboration
applications that integrate voice, video, and data communications
with business applications; and hosted voice services," S&P said.

"The negative outlook reflects our expectation that Mitel's
operating results will weaken in the near term, causing credit
protection metrics to remain at a level more commensurate with a
highly leveraged financial risk profile. As such, we could lower
the ratings if adjusted debt-to-EBITDA remains at or above 5x on a
sustained basis. We would likely revise the outlook to stable if
adjusted debt-to-EBITDA were to improve to the mid-4x level with
adequate liquidity (as defined by our criteria)," S&P said.

"Given our expectation of tough market conditions in the near-to-
medium term, we are unlikely to consider raising the ratings
unless leverage were to decline below 3.5x due to improved
operating performance," S&P said.


MOUNT OLIVE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mount Olive Hospitality
        341-A South Black Horse Pike
        Bellmawr, NJ 08031

Bankruptcy Case No.: 12-32781

Chapter 11 Petition Date: September 17, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Daniel P. Bernstein, Esq.
                  CALZARETTO & BERNSTEIN, LLC
                  459 Route 38 West
                  Maple Shade, NJ 08052
                  Tel: (856) 667-0400
                  Fax: 856-667-1477
                  E-mail: d.p.bernstein@verizon.net

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 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-32781.pdf

The petition was signed by Anil Patel, managing member.


MOUNTAIN NATIONAL: CEO Friddell Resigns, President Remains
----------------------------------------------------------
James S. Friddell resigned as chief executive officer and director
of Mountain National Bancshares, Inc., and Mountain National Bank,
a wholly-owned subsidiary of the Company, effective Sept. 14,
2012.  Mr. Friddell did not resign as a result of any disagreement
or dispute with the Company or the Bank but rather to take a
position outside of Tennessee with a federal banking regulatory
agency.

Michael L. Brown continues to serve as President of the Company
and the Bank.

                      About Mountain National

Mountain National is a bank holding company registered with the
Board of Governors of the Federal Reserve System under the Bank
Holding Company Act of 1956, as amended.  The Company provides a
full range of banking services through its banking subsidiary,
Mountain National Bank.

The Company conducts its banking activities from its main office
located in Sevierville, Tennessee and through eight additional
branch offices in Sevier County, Tennessee, as well as a regional
headquarters and two branch offices in Blount County, Tennessee.

The Company's balance sheet at June 30, 2011, showed
$521.40 million in total assets, $509.90 million in total
liabilities, and stockholders equity of $11.50 million.

The Company and its principal subsidiary, Mountain National Bank,
are subject to various regulatory capital requirements
administered by the federal banking agencies.

In February 2010, the Bank agreed to an Office of the Comptroller
of the Currency ("OCC") minimum capital requirement ("IMCR") to
maintain a minimum Tier 1 capital to average assets ratio of 9%
and a minimum total capital to risk-weighted assets ratio of 13%.

The Bank had 4.61% of Tier 1 capital to average assets and 7.69%
of total risk-based capital to risk-weighted assets ratio at
June 30, 2011, and was therefore not in compliance with the IMCR.
As a result, the OCC may bring additional enforcement actions,
including a consent order or a capital directive, against the
Bank.

Based upon its capital levels at June 30, 2011, the Bank's capital
shortfall was approximately $23,374,000 for the Tier 1 capital to
average assets requirement and approximately $20,342,000 for the
total capital to risk-weighted assets requirement.

As reported by the TCR on June 29, 2012, the designation of
Mountain National Bank was changed to "significantly
undercapitalized" effective upon the Bank's filing of an amended
Dec. 31, 2011, Report of Condition and Income with its federal
regulators on May 30, 2012, in which its tangible equity capital
ratio was 2.10%.  The Bank's tangible equity capital ratio as of
March 31, 2012, as reflected in its amended Call Report filed with
the federal regulators on June 14, 2012, improved further to
2.45%.

As a result of no longer being designated as "critically
undercapitalized", the Bank is no longer required under applicable
Prompt Corrective Action regulations to be placed into
conservatorship or receivership within 90 days of that designation
under certain circumstances.


NET ELEMENT: OOO TOT Money Signs Contract with MegaFon
------------------------------------------------------
OOO TOT Money, a subsidiary of Net Element, Inc., entered into
Contract No. CPA-86, dated as of Sept. 1, 2012, with MegaFon OJSC.
MegaFon is the second largest mobile operator in Russia in terms
of number of subscribers and revenue.

Pursuant to the Agreement, TOT Money is using its mobile commerce
payment platform to facilitate payments using SMS (short message
services, which is a text messaging service) and MMS (multimedia
message services) for MegaFon mobile phone subscribers.  The
initial term of the Agreement is one year from its date of
execution.  Thereafter, the term of the Agreement will be
automatically extended for additional one-year periods unless
either TOT Money or MegaFon requires termination of the Agreement
at least 30 days before the then-current expiration date.  MegaFon
has the right to terminate the Agreement in certain circumstances
with at least seven calendar days' prior notice.  TOT Money has
the right to terminate the Agreement with at least 14 calendar
days' prior notice.

                        About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media Web sites in the film,
auto racing and emerging music talent markets.

Following the 2011 results, Daszkal Bolton LLP, in Fort
Lauderdale, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring losses
and has an accumulated deficit and stockholders' deficiency at
Dec. 31, 2011.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.22 million
in total assets, $7.69 million in total liabilities, and a
$4.46 million total stockholders' deficit.


NORTEL NETWORKS: US LTD Employees Files Objection
-------------------------------------------------
BankruptcyData.com reports that Nortel's US LTD employees filed
with the U.S. Bankruptcy Court an objection to Nortel's motion
establishing discovery procedures in connection with the Debtors'
motion for entry of an order authorizing the Debtors to terminate
its long-term disability plans and the employment of the LTD
employees.

The employees state, "We request that the Debtors not be allowed
to restrict individual information requests on the types of
information requests that will be responded to during 'Fact
Discovery' as long as out requests are keeping with Federal Rule.
We request that dependent on the Debtors and their supporting
third parties to our individual 'Fact Discovery' requests (or lack
thereof) that Discovery be extended to accommodate follow-up
requests."

                     About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.


NORTHCORE TECHNOLOGIES: Launches New Customer Web Platform
----------------------------------------------------------
Northcore Technologies Inc. has launched a new customer web
destination through its portfolio company Envision Online Media
Inc.

Northcore earlier acquired Envision, an Ottawa based software
development company.  Envision has been one of the most respected
boutique solutions providers in the National Capital Area for over
a decade and brings a complementary product and skill set to
Northcore.

The customer, Brymark Promotions Inc., is one of Canada's largest
and most innovative promotional products companies.  In business
since 1978, Brymark represents more than one million products and
has amassed an enviable base of over five thousand fully satisfied
customers, including household names such as IBM, Westin Hotels
and Bombardier.  Brymark brings a full suite of conceptual and
execution capabilities to customer engagements which will now be
augmented by an expanded web presence and the ability to deliver
customized eStores.  The Web site and more information can be
found at www.Brymark.com.

"Brymark is pleased to announce the launch of the Brymark
Corporate web platform," said Warren Gencher, President and CEO of
Brymark Promotions Inc.  "This site will provide our clients with
a comprehensive resource on the Brymark product set.  This is just
the first step, as we will continue our record of innovation by
launching a compelling new set of web tools for our customers.
Our partnership with the team at Envision will be long term and
beneficial to both parties."

"This launch is yet another example of the impressive delivery
capability of our team at Envision," said Amit Monga, CEO of
Northcore Technologies.  "We expect this trend to continue
throughout the balance of the year and beyond.  Brymark is a great
company and an exciting addition to our growing list of partners."

Further disclosure on Envision's portfolio and capabilities can be
found on their web presence located at www.Envisiononline.ca

                   About Northcore Technologies

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

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

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.

The Company's balance sheet at June 30, 2012, showed
C$3.49 million in total assets, C$852,000 in total liabilities,
and C$2.64 million in shareholders' equity.


NUVILEX INC: Incurs $510,500 Net Loss in July 31 Quarter
--------------------------------------------------------
Nuvilex, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $510,517 on $6,626 of total revenue for the three months ended
July 31, 2012, compared with a net loss of $686,020 on $19,762 of
total revenue for the same period during the prior year.

The Company's balance sheet at July 31, 2012, showed $2.23 million
in total assets, $4.02 million in total liabilities, $580,000 in
preferred stock, and a $2.37 million total stockholders' deficit.

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

                        http://is.gd/OIGc3O

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc., Nuvilex, Inc. operates
independently and through wholly-owned subsidiaries.  The Company
is dedicated to bringing to market scientifically derived products
designed to improve the health and well-being of those who use
them.  The Company's current strategy is to focus on developing
and marketing products in the biotechnology arena it believes have
potential for long-term corporate growth.

The Company reported a net loss of $1.89 million on $66,558 of
total revenue for the year ended April 30, 2012, compared with a
net loss of $1.39 million on $125,997 of total revenue during the
prior year.

Robison, Hill & Co., issued a "going concern" qualification on the
consolidated financial statements for the year ended April 30,
2012, citing recurring losses from operations which raises
substantial doubt about the Company's ability to continue as a
going concern.


ONCURE MEDICAL: S&P Withdraws 'B-' Corp. Credit Rating on Request
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on U.S.
radiation therapy company OnCure Medical Corp., including the 'B-'
corporate credit rating, at the company's request. The rating
outlook was stable at the time of withdrawal.


PACIFIC GOLD: Investor Converts Debt to 45.2-Mil. Common Shares
---------------------------------------------------------------
On Sept. 14, 2012, a holder of $75,000 in principal amount of debt
issued by Pacific Gold Corp. transferred the obligation to a third
party.  In connection with the transfer, the Company agreed to
modify the rate of conversion of principal and interest into
shares of common stock to a formula based on the market value of a
share of common stock, from time to time.

The investor has converted a portion of the debt obligation into
45,256,410 shares of common stock on a restricted issuance basis,
which has been sold by the third party investor under Rule 144.
The company anticipates that an additional 12,500,000 shares will
be issued on conversion of the balance of the debt obligation,
based on the current market prices and the conversion formula of
the obligation.

Additionally, the Company issued to the third party investor a new
$75,000 convertible note on Sept. 14, 2012, of which the shares
underlying that note will become eligible for market sales under
Rule 144 on March 14, 2013.

                        About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Silberstein Ungar,
PLLC, in Bingham Farms, Michigan, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
from operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.

The Company reported a net loss of $1.38 million in 2011, compared
with a net loss of $985,278 in 2010.

The Company's balance sheet at June 30, 2012, showed $1.48 million
in total assets, $6.16 million in total liabilities and a $4.68
million total stockholders' deficit.


PATRIOT COAL: Blackstone Advisory Approved as Investment Banker
---------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Patriot Coal Corporation,
et al., to employ Blackstone Advisory Partners L.P. as investment
banker.

The Debtors are working with lenders to strengthen their finances,
including the replacement of their current credit facilities well
before certain of its debt obligations become due in March 2013.
Patriot has engaged The Blackstone Group and continues to work
with Davis Polk & Wardwell LLP, its long-standing counsel, to
achieve an optimal financing package.

Patriot entered into a commitment letter for a new revolving
credit facility and new term loan facility for a total of
$625 million from Citigroup Global Markets, Inc., Barclays Bank
PLC and Natixis, New York Branch.

                        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: Bowles Rice OK'd to Handle Property Acquisitions
--------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Patriot Coal Corporation,
et al., to employ Bowles Rice McDavid Graff & Love LLP as special
counsel.

Bowles Rice is expected to:

   a. provide advice, representation and preparation of necessary
      documentation and to make all necessary filings regarding
      (i) coal and other property acquisitions, financings and
      other transactions and (ii) regulatory requirements
      involving coal properties and operations;

   b. defend and provide advice, representation and the
      preparation of necessary documentation regarding various
      litigation matters, including Federal Black Lung, mining
      safety matters and bankruptcy matters where the Debtors are
      creditors of the bankrupt party or parties in interest in
      the bankruptcy case; and

   c. provide advice, representation and the preparation of
      necessary documentation regarding issues under local and
      state law relating to corporate and commercial matters.

To the best of the Debtors' knowledge, Bowles Rice and its
professionals neither hold nor represent any interest adverse to
the Debtors or their estates with respect to the matter on which
Bowles Rice is to be employed.

                        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: Can Hire Thompson Coburn to Handle Customer Disputes
------------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Patriot Coal Corporation,
et al., to employ Thompson Coburn LLC as special counsel.

As reported in the Troubled Company Reporter on Sept. 5, 2012, the
Debtors have two lawsuits pending against customers who breached
their purchase obligations to the Debtors under the applicable
coal supply agreements.  Thompson Coburn represents the Debtors in
each of these actions.  Furthermore, it is possible that other
contractual disputes with customers will arise during the pendency
of the Chapter 11 cases, and the Debtors may wish to retain
Thompson Coburn to represent them in the disputes.

Thompson Coburn will, among other things:

   a) advise the Debtors and represent them, as needed, in any
      other disputes relating to any customer's failure to meet
      its obligations set forth in the parties' coal supply
      contracts, including but not limited to representing the
      Debtors in negotiations, alternative dispute resolution
      and/or litigation against customers that are or are likely
      to be in breach of their contractual obligations to the
      Debtors; and

   b) review and analyze coal sale contracts to identify issues,
      if any, arising from the filing of these Chapter 11 cases
      and advise the Debtors as to the same.

Roman Wuller, a partner of Thompson Coburn, tells the Court that
the firm will be compensated at rates that reflect a 10% discount
from the rates that Thompson Coburn customarily charges other
clients.  As of the Petition Date, the standard hourly rates for
timekeepers are:

         David Warfield, partner             $510
         Mr. Wuller, partner                 $475
         David Farrell, partner              $465
         Christopher Hobn, partner           $430
         Kathleen Kraft, partner             $350
         Mark Mattingly, partner             $330
         Matthew Guletz, associate           $300
         David Mangian, associate            $240
         Felicia Williams, associate         $220
         Debra Loveless, paralegal           $170

To the best of the Debtors' knowledge, Thompson Coburn and its
professionals neither represent nor hold any interest adverse to
the Debtors or their estates with respect to the matter on which
Thompson Coburn is to be employed except for amounts owed by the
Debtors for prepetition services rendered by Thompson Coburn
totaling $13,991.

                        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: Committee Hires Cole Schotz as Conflicts Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases Patriot Coal Corporation, et al., to retain Cole,
Schotz, Meisel, Forman & Leonard, P.A. as its conflicts counsel.

                        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: Creditors Committee Hires Kramer Levin as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases Patriot Coal Corporation, et al., to retain
Kramer Levin Naftalis & Frankel LLP as its counsel.

The hourly billing rates of Kramer Levin's personnel are:

         Partners               $675 - $1,025
         Counsel                $725 - $1,065
         Special Counsel        $700 -   $780
         Associates             $375 -   $765
         Legal Assistants       $180 -   $310

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

                        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: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Wildcat, LLC, a debtor-affiliate of Patriot Coal Corporation,
filed with the U.S. Bankruptcy Court for the Southern District
Court of New York its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $38,512,920
  B. Personal Property            $6,128,649
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $25,039,583
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $276,543,244
                                 -----------      -----------
        TOTAL                    $44,641,569     $301,582,827

Debtor-affiliates also filed their respective schedules,
disclosing:

        Company                    Assets        Liabilities
        -------                    ------        -----------
Wildcat Energy LLC              $11,144,307     $289,730,733
Will Scarlet Properties LLC      $3,246,864     $279,170,333
Winifrede Dock LLC              $14,397,253     $293,089,591
Winchester LLC                   $2,816,555     $279,050,045
Yankeetown Dock, LLC               $466,347     $282,320,748

Copies of the schedules are available for free at:

       http://bankrupt.com/misc/patriotcoal_sal5.pdf
       http://bankrupt.com/misc/patriotcoal_sal6.pdf
       http://bankrupt.com/misc/PATRIOTCOAL_SAL1.pdf
       http://bankrupt.com/misc/PATRIOTCOAL_SAL2.pdf
       http://bankrupt.com/misc/PATRIOTCOAL_SAL3.pdf
       http://bankrupt.com/misc/PATRIOTCOAL_SAL4.pdf

                        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: Jackson Kelly to Assist in Environmental Matters
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Patriot Coal Corporation, et al., to employ Jackson
Kelly PLLC as special counsel.

Jackson Kelly will assist the Debtors in, among other things:

   a) environmental matters relating to the Debtors' many coal
      leases, coal property, mines and other properties and
      installations;

   b) mine safety and health matters, including alleged violations
      of the Mine Safety and Health Act;

   c) the defense of Federal Black Lung cases; and

   d) the defense of West Virginia deliberate intent litigation
      (in which West Virginia employees are permitted to bring
      actions against employers, under certain circumstances,
      regardless of workers compensation laws).

The hourly rates of Jackson Kelly's personnel are:

         Members                           $175 - $395
         Associates and Staff Attorneys    $145 - $250
         Counsel                           $199 - $325
         Paraprofessionals and staff        $64 - $150

To the best of the Debtors' knowledge, Jackson Kelly and its
professionals neither represent nor hold any interest adverse to
the Debtors or their estates with respect to the matters on which
Jackson Kelly is to be employed.

                        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: Meeting of Creditors Adjourned to Oct. 18
-------------------------------------------------------
The U.S. Trustee for Region 2 adjourned to Oct. 18, 2012, at
2:00 p.m., the meeting of creditors in the Chapter 11 cases of
Patriot Coal Corporation, et al.  The meeting will be held at
80 Broad Street, 4th Floor, New York City. The meeting of
creditors was first held Aug. 23, 2012.

                        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: Steptoe & Johnson Approved as Special Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Patriot Coal Corporation, et al., to employ Steptoe &
Johnson PLLC as special counsel.

Steptoe & Johnson provides the Debtors day-to-day legal advice and
training on litigation, environmental, safety, tax, contracts and
labor matters.  The firm also handles safety administrative
litigation before the federal Mine, Safety and Health
Administration.  Steptoe & Johnson PLLC has represented Patriot
since 1995 on well over 100 matters.

Steptoe & Johnson will, among other things:

   a) handle administrative safety litigation before state and
      federal agencies that is not stayed by the filing of the
      Chapter 11 proceeding; and

   b) day-to-day advice and training on litigation, environmental,
      safety, tax, contracts and labor matters to assist in
      running Debtors' businesses.

C. David Morrison, a member of Steptoe & Johnson assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                        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.


POSITIVEID CORP: Issues 100 Series F Pref. Shares to Ironridge
--------------------------------------------------------------
PositiveID Corporation, on Sept. 12, 2012, entered into a Purchase
Agreement with Ironridge Technology Co., a division of Ironridge
Global IV, Ltd., pursuant to which the Company issued 100 shares
of Series F Preferred Stock to Ironridge.  The 100 shares Series F
Preferred Stock were issued as a waiver to satisfy any penalties
resulting from the Company's late delivery of shares under a
conversion of Series F Preferred Stock by Ironridge.

                         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, 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.


PRESTIGE INVESTMENTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Prestige Investments LLC
        3725 Flintridge Court
        Brookeville, MD 20833

Bankruptcy Case No.: 12-27030

Chapter 11 Petition Date: September 17, 2012

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

Debtor's Counsel: Jonathan P. Morgan, Esq.
                  MORGAN ROSE, LLC
                  414 Hungerford Drive, Suite 252
                  Rockville, MD 20850
                  Tel: (301) 838-2010
                  Fax: (301) 738-7193
                  E-mail: jon@morganroselaw.com

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

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

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

The petition was signed by Aniema A. Udofa, sole member.


PROTEONOMIX INC: Inks Pact to Conduct UMK-121 Phase 1 Trial
-----------------------------------------------------------
Proteonomix, Inc., has entered into an agreement with Piscataway,
a N.J.-based University of Medicine and Dentistry of New Jersey
(UMDNJ), to conduct a Phase 1 clinical trial with its proprietary,
patent-pending mobilization technology UMK-121 in patients with
end-stage liver disease.

The Company also announced that Chief Executive Officer Michael
Cohen made a presentation at the National Investment Banking
Association's (NIBA) 123rd Investment Conference at the New York
Marriott Downtown in New York City.

The Company has paid UMDNJ $252,000 to conduct the study.  The
study requires Institutional Review Board approval.  No IRB has
yet approved the study.

The single-center Phase 1 clinical trial, Mobilization of Stem
Cells with UMK 121 in Patients with Cirrhosis, will enroll 15
patients with ESLD.  The trial will study the safety of
mobilization of stem cells in this patient population, as well as
the effects of mobilization of stems cells from bone marrow to the
peripheral circulation on liver function.  Baburao Koneru, M.D.,
Professor and Chief of the Division of Transplant and
Hepatobiliary Surgery at New Jersey Medical School, will serve as
the trial's principal investigator.

"We are extremely pleased to announce that our trial will be
conducted at this highly respected institution under the direction
of Dr. Koneru, who is a renowned expert in field of liver
function," said Mr. Cohen.  "Our presentation to the investment
professionals attending the NIBA conference provided an
opportunity to discuss the potential of UMK-121 in ESLD  as we
make preparations to commence this clinical trial, which we hope
to initiate in the coming months."

UMK-121 combines two existing FDA-approved drugs with the
intention of mobilizing mesenchymal stem cells from bone marrow to
the peripheral circulation.  This proprietary drug combination is
designed to reduce inflammation and increase angiogenesis to
restore liver function, potentially extending the life of ESLD
patients awaiting liver transplant.

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$1.38 million in 2011, compared with a net loss applicable to
common shares of $3.47 million in 2010.

After auditing the financial statements for the year ended
Dec. 31, 2011, KBL, LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.

The Company's balance sheet at June 30, 2012, showed $5.75 million
in total assets, $6.33 million in total liabilities and a $584,199
total stockholders' deficit.


RANCHER ENERGY: Court Confirms Plan of Reorganization
-----------------------------------------------------
The Bankruptcy Court approved the Second Amended Plan of
Reorganization and accompanying Disclosure Statement of Rancher
Energy Corporation on Sept. 10, 2012.  The Plan will be effective
on Oct. 10, 2012.

The Plan provides for the Company to pay the claims of its
creditors as the assets of the Company allow, and permits, but
does not obligate, the Company to continue in the oil and gas
industry with a focus on the purchase on non-operating interests
in oil and gas producing properties.

The Plan provides for cash to be distributed to all creditor
classes in order of priority until they are paid in full or no
more cash remains above the amount need to wind up the Company's
affairs.  If the remaining cash and other assets, remaining after
the payment to the creditor classes, exceed $2.0 million, the
Board may elect to continue in the oil and gas business.  The
Board anticipates that after the payment of creditors, the Company
will be able to continue in the oil and gas business.

The Company's common stockholders would receive funds only if the
cash and other assets after payment of the creditors under the
Plan was less than $2.0 million.  The rights of the common
stockholders are otherwise unimpaired under the Plan.  Further the
Plan provides for convertible promissory notes totaling $140,000
held by officers and directors to be converted into shares of the
Company's common stock at exercise prices of $0.02 per share.  If
the note holders chose not to convert, the notes will be treated
as unsecured claims and paid pursuant to the terms of payment for
unsecured claims.  The Company does not anticipate the conversion
of the convertible promissory notes.

Warrant holders holding warrants exercisable for 54,632,565 shares
of the Company's common stock are to be cancelled and the holders
will receive 1 share of the Company's common stock for every 100
shares of common stock the warrant holder would have been entitled
to if the warrants were exercised.  The Company will be issuing
546,326 shares of common stock to the warrant holders.

Employee Stock Options will remain unchanged, fully vested and
issued and outstanding.

At the time of the filing of the Plan, the Company had 119,316,723
shares of its common stock issued and outstanding, as a result of
the Plan and the issuance of shares to the warrant holders, the
Company will have approximately 173,949,288 shares of common stock
issued and outstanding.

                       About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by lawyers at Onsager, Staelin &
Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for cash of $20 million plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.


RG STEEL: Sale of Sparrows Point Plant Approved
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
WP Steel Venture LLC, et al., to sell its Sparrows Point's assets
pursuant to an asset purchase agreement, dated as of Aug. 7, 2012.

The APA was entered between Debtors RG Steel Sparrows Point, LLC
and RG Steel Railroad Holding, LLC and Environmental Liability
Transfer, Inc., Commercial Development, Inc., Sparrows Point
L.L.C., and HRE Sparrows Point, LLC.

As reported in the Troubled Company Reporter on Sept. 5, 2012, RG
Steel's Sparrows Point, Md., plant was sold at auction for
$72 million to Hilco Industrial.

The Court, in an order, also stated that Air Products and Chemical
Inc.'s objection to the sale of the purchased assets has been
resolved when the parties entered into a stipulation providing,
among other things: (i) adequate protection to Air Products; and
(ii) that Air Products facility is owned by Air Products and does
not constitute a purchased asset.

Air Products and RG Steel Sparrows Point are parties to a certain
lease pursuant to which RG Sparrows leases certain real property
to Air Products at the Sparrows Point facility.

A copy of the order is available for free at:

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

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons. It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC. RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio. It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business. The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing. The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal. RG Steel LLC disclosed
$1,293,320,461 in assets and $1,050,005,993 in liabilities as of
the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker. Donald
MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson
Consultants LLC is the claims and notice agent and provides
administrative services.

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case. Kramer Levin Naftalis & Frankel LLP represents the
Committee. Saul Ewing LLP serves as co-counsel. Huron Consulting
Services LLC serves as its financial advisor.


RITE AID: Incurs $38.7 Million Net Loss in Sept. 1 Quarter
----------------------------------------------------------
Rite Aid Corporation reported a net loss of $38.76 million on
$6.23 billion of revenue for the 13 weeks ended Sept. 1, 2012,
compared with a net loss of $92.25 million on $6.27 billion of
revenue for the 13 weeks ended Aug. 27, 2011.

The Company reported a net loss of $66.85 million on
$12.69 billion of revenue for the 26 weeks ended Sept. 1, 2012,
compared with a net loss of $155.33 million on $12.66 billion of
revenue for the 26 weeks ended Aug. 27, 2011.

The Company's balance sheet at Sept. 1, 2012, showed $6.95 billion
in total assets, $9.59 billion in total liabilities, and a
$2.64 billion total stockholders' deficit.

"We are pleased with our second quarter results as we continue to
make significant progress in our turnaround efforts," said Rite
Aid Chairman, President and CEO John Standley.  "We have now
increased Adjusted EBITDA and same store prescription count for
seven consecutive quarters, thanks to chainwide efforts to execute
key sales initiatives, operate more efficiently and provide a
superior customer experience.  While the wave of new generic
medications is negatively impacting same store sales, it's having
a positive impact on pharmacy gross margin."

"We are working to continue this momentum as we focus on
communicating the value of our wellness+ loyalty program,
converting additional stores to our innovative new Wellness format
and promoting the convenience of getting a flu shot at your
neighborhood Rite Aid pharmacy," Standley added.

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

                        http://is.gd/QgpQK2

                       About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

                           *     *     *

In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit
rating.  During that time, Moody's Investors Service also affirmed
its Caa2 Corporate Family Rating, Caa2 Probability of Default
Rating, and SGL-3 Speculative Grade Liquidity rating.

"The ratings reflect our expectation that Camp Hill, Pa.-based
retail drugstore chain Rite Aid Corp.'s financial risk profile
will remain 'highly leveraged', despite improving sales trends,
due to its significant debt," said Standard & Poor's credit
analyst Ana Lai.

Moody's said in February that Rite Aid's Caa2 Corporate Family
Rating reflects its weak credit metrics and unsustainable capital
structure with debt to EBITDA of 8.8 times and EBITA to interest
expense of 0.8 times.  Although Moody's believes that Rite Aid
earnings will benefit from Walgreen's dispute with Express Scripts
as well as from the strong generic pipeline, Moody's anticipates
that lower reimbursement rates will offset some of this positive
earnings pressure.  Thus, Moody's forecasts that Rite Aid's credit
metrics will remain weak.  In addition, Rite Aid faces a tradeoff
between the need to address its sizable 2014 and 2015 debt
maturities against the likelihood that any refinancing will be at
a higher interest rate.  Should Rite Aid successfully refinance
its 2014 and 2015 debt maturities, its borrowing costs will likely
increase further weakening Rite Aid's interest coverage.
Consequently, Moody's is concerned that Rite Aid may choose to
voluntarily restructure its debt over the medium term.


ROCKWOOD SPECIALTIES: S&P Retains 'BB+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue ratings on
Rockwood Specialties Group Inc.'s senior secured debt to 'BBB'
from 'BBB-' and revised its recovery ratings to '1' from '2'.
"These actions follow the company's indication that it would use
a portion of the proceeds from its upsized senior unsecured notes
offering to reduce senior secured debt by more than we previously
expected. Our 'BB+' corporate credit rating, as well as our 'BB'
issue rating and '5' recovery rating on the company's unsecured
notes, remain unchanged. The outlook is stable," S&P said.

"Rockwood plans to upsize its previously announced senior
unsecured notes issue to $1,250 million from $750 million. Based
on the company's revised plan, we expect the company to use
proceeds from the notes for the proposed acquisition of Talison
Lithium Ltd., general corporate purposes, and to pay down about
$250 million in senior secured debt," S&P said.

"At the current ratings our expectation for the key ratio of funds
from operations-to-total debt remains in the 20% to 30% range pro
forma for the transactions and debt paydown," S&P said.

Ratings List

Ratings Unchanged

Rockwood Specialties Group Inc.
Corporate credit rating          BB+/Stable/--

$1,250 million senior            BB
unsecured notes
  Recovery rating                 5

Ratings Raised
                                  To           From
Rockwood Specialties Group Inc.
Senior secured                   BBB          BBB-
  Recovery rating                 1            2


RYAN INTERNATIONAL: Boyd Group OK'd to Assist in Restructuring
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Ryan International Airlines, Inc., et al., to (i)
employ Boyd Group International as advisor/consultant to provide
interim management and restructuring services; and (ii) designate
Jeff S. Potter as chief restructuring officer.

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.

The Bankruptcy Court later dismissed the Chapter 11 proceeding of
Ryan 763K, a debtor-affiliate of Ryan International.


SABRE INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its existing 'B'
issue-level rating (the same as our corporate credit rating on the
company) on Sabre Inc.'s senior secured notes due 2019 following a
$250 million add-on. "The '3' recovery rating on the notes remains
unchanged, indicating our expectation of meaningful (50%-70%)
recovery for debtholders in the event of a payment default," S&P
said.

"We also affirmed our 'B' corporate credit rating on both Sabre
Inc. and its parent, Sabre Holding Corp. The outlooks are
positive," S&P said.

"Our 'B' rating on the company incorporates our assumption of
fairly stable operating performance," said Standard & Poor's
credit analyst Andy Liu, "despite Sabre's ongoing dispute with two
of its large airline customers and competitive pressure at
Travelocity, its online travel agency (OTA). We expect that growth
in the travel market will more than offset weakness that Sabre is
currently experiencing at the Travelocity unit."

"We assess the company's business risk profile as 'fair,'
reflecting its market-leading position in travel distribution in
the U.S. and growing demand for travel-related services. We view
Sabre's financial risk profile as 'highly leveraged,' as debt
leverage remains high, in the mid-5x area as of June 30, 2012, and
the company still faces some debt maturities in 2014. The company
intends to use the proceeds from the proposed notes offering to
repay 2014 maturities. Sabre has been very active in refinancing
and reducing the size of its 2014 maturities. At the beginning of
2012, its 2014 maturities were close to $3 billion. Pro forma for
the refinancing, the company's 2014 maturities will be less than
$400 million, rendering it much more manageable relative to its
cash flow profile," S&P said.

"The rating outlook is positive. Still, the company's contract
disputes and litigation with its airline customers remain a risk
factor in the rating, especially if this leads to a disruption of
the GDS business model. If the airline litigation is
satisfactorily resolved and we become convinced that airlines will
not be successful in circumventing GDSs and that the company can
sustain its EBITDA margin, we could raise the rating. On the other
hand, if the airlines can disintermediate GDSs, leading to margin
deterioration, we could revise the outlook to stable and would
closely monitor performance in a dramatically changed business
model," S&P said.


SAN BERNARDINO, CA: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------------
City of San Bernardino, California, filed with the U.S. Bankruptcy
Court for the Central District of California a list of its largest
Unsecured Creditors, disclosing:

Name of Creditor             Nature of Claim      Amount of Claim
----------------             ---------------      ---------------
California Public Employee
Retirement Systems           Unfunded Pension        $143,334,524
CalPERS Headquarters         Costs
Lincoln Plaza North
400 Q Street
Sacramento, CA 95811

2006 City of San Bernadino
Taxable Pension Obligation   Pension Obligation       $46,140,860
Bonds, 2005, Series A        Bonds
Wells Fargo Bank, N.A.
Corporate Trust Services
Special Accounts Group -
MAC N9311-115
625 Marquette Avenue
Minneapolis, MN 55479

Kohl's Corporate Offices     Revenue Sharing         $29,447,685
N56 W17000 Ridgewood Drive   Contract
Menomonee Falls, WI 53051

US Bank, N.A., trustee  1999 Certificates of         $10,400,000
633 West 5th Street,         Participation
24th Floor
Los Angeles, CA 90071

California Infrastructure    Street Construction      $9,306,005
Bank and Economic            Lease
Development Bank (CIEDB)
1001 "K" Street, 19th Floor
Sacramento, CA 95814

US Bank N.A., trustee        City Hall Lease          $8,055,000
633 West 5th Street          (Refunding Bonds)
24th Floor
Los Angeles, CA 90071

Comerica Leasing             Equipment and Vehicle    $6,254,113
Corporation                  Lease
611 Anton Blvd
Costa Mesa, CA 92626

New World Systems            Enterprise Resource      $5,805,000
Corporation                  Planning
888 W Big beaver Rd No. 600
Troy, MI 48084

Marquette Bank               Equipment and Vehicle    $5,579,671
10000 W 151st St.            Leases
Orland Park, IL 60462

Bank of America              ADA Restroom Renovations $4,044,849
c/o Western Alliance         Lease
Equipment Finance Inc.
1400 East Washington, Suite 1400
Phoenix, AZ 85004

Public Agency Retirement     Unfunded Pension Costs   $3,317,502
Services
P.O. Box 12919
Newposrt Beach, CA 92658-2919

US Bank, N.A., trustee       Public Facilities Lease   $1,755,00
633 West 5th Street, 24th Fl.
Los Angeles, CA 90071

American Traffic Systems     Red Light Camera System  $1,671,480
Michael Bolton, COO          Lease
American Traffic
Solutions Inc.
7681 E. Gray Rd.
Scottsdale, AZ 85260

Sun Trust Equipment           Finance &  Equipment    $1,509,516
Leasing Corporation           and Vehicle Lease
P.O. Box 79194
Baltimore, CA 21279-0194

San BNDO City Professional    Court Judgment          $1,400,000
Firefigthers Local 891
P.O. Box 2703
San Bernardino, CA 92406

Tim Burgees                 Fire Maintenance          $1,200,000
1625 Iowa Avenue            Facility Note
Riverside, CA 920507

603384-AECOM USA Inc.       Trade Debt                $868,795
18012 Cowan 290
Irvine, CA 92614

1458 CelPlan Technologies   Trade Debt                $495,000
Inc.
1897 Preston White Dr.
Reston, VA 20191

614238-Nikola Construction  Trade Debt                $426,718
Corporation
18012 Cowan 290
Irvine, CA 92614

San Bernardino County       Trade Debt                $422,257
Solid Waste
825 E 3rd St. No. 207
San Bernardino, CA 92415-0017

                       About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joins two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SANTEON GROUP: Incurred $94,500 Net Loss in Q3 2011
---------------------------------------------------
Santeon Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $94,580 on $586,762 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $268,911 on $307,420
of revenue for the same period during the prior year.

The Company reported a net loss of $457,009 on $1.52 million of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $355,346 on $863,666 of revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed $834,832 in
total assets, $1.05 million in total liabilities, all current, and
a $221,169 total stockholders' deficit.

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

                        http://is.gd/qOAzZ2

The Company was late in filing its annual report on Form 10-K for
the period ended Dec. 31, 2011.  The Company reported a net loss
of $475,333 for 2011, compared with a net loss of $699,993 for
2010.  The Company's balance sheet at Dec. 31, 2011, showed
$1.0 million in total assets, $1.2 million in total liabilities,
all current, and a stockholders' deficit of $173,180.

The Company was also late in filing its Form 10-Qs for the three
months ended March 31, 2011, June 30, 2011, Sept. 30, 2011, March
31, 2012, and June 30, 2012.

As of Sept. 20, 2012, the Company has not yet filed its quarterly
reports for the periods ended March 31, 2012, and June 30, 2012.


SBA COMMUNICATIONS: S&P Rates $300MM Unsecured Notes 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '6' recovery rating to Boca Raton, Fla.-based SBA
Communications Corp.'s proposed $300 million senior unsecured
notes issue. "The '6' recovery rating denotes our expectation for
negligible (0%-10%) recovery prospects in the event of a payment
default. The company intends to use the proceeds to partially fund
the cash portion of the TowerCo acquisition, which is expected to
close before the end of 2012," S&P said.

"We also affirmed the existing ratings on SBA and related
entities, including the 'B+' corporate credit rating, the 'BB'
issue-level rating on the secured credit facilities at SBA Senior
Finance II LLC, and the 'B+' issue-level rating at intermediate
holding company SBA Telecommunications Inc. The '1' recovery
rating on the secured credit facilities and the '4' recovery
rating on the senior unsecured debt remain unchanged and reflect
expectations for, respectively, very high (90%-100%) and average
(30%-50%) recovery of principal in the event of default," S&P
said.

"The affirmation reflects the fact that we had already
incorporated this new debt issuance into our assessment of the
company's overall credit profile," said Standard & Poor's credit
analyst Catherine Cosentino. "Leverage will rise as a result of
this transaction, but we believe the combined company's solid
cash flow generation will enable leverage to decline in 2013 to
around the low-8x area."

"The outlook is stable. An upgrade would require the company to
achieve adjusted leverage of no higher than 7x on an ongoing
basis, which it would achieve through a combination of EBITDA
growth and debt repayment, and is not likely in the near term,"
S&P said.

Conversely, a downgrade could occur if leverage rises to the 10x
area or higher.


SHERITT INT'L: DBRS Finalizes 'BB' Rating for $500MM New Debt
-------------------------------------------------------------
DBRS has finalized its rating of BB (high) with a Stable trend for
$500 million of 7.5% senior unsecured debentures due September 24,
2020 (the New Senior Unsecured Notes), to be issued by Sherritt
International Corporation (Sherritt or the Company) following the
pricing of the New Senior Unsecured Notes and the filing of a
prospectus supplement dated September 19, 2012, to the Company's
short-form base shelf prospectus dated August 24, 2012.

The offering of the New Senior Unsecured Notes is expected to
close on or about September 24, 2012, subject to customary closing
conditions.

Sherritt is expected to use a portion of the net proceeds from the
sale of the New Senior Unsecured Notes to fund the redemption of
all of the $225 million outstanding principal amount of Sherritt's
8.25% Senior Unsecured Debentures Series B due October 24, 2014,
including the applicable make-whole premium.  The remainder of the
funds raised is expected to be used for general corporate
purposes, including supplementing Sherritt's existing financial
resources as it seeks to ramp up its 40%-owned Ambatovy project in
Madagascar and to complete its other growth projects.


SHERMACK PROPERTIES: Case Summary & 4 Unsecured Creditors
---------------------------------------------------------
Debtor: Shermack Properties, LLC
        1061 M32 West
        Alpena, MI 49707

Bankruptcy Case No.: 12-22705

Chapter 11 Petition Date: September 17, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Anita Rao, Esq.
                  REDD & RAO, PLC
                  24100 Southfield Road, Suite 320
                  Southfield, MI 48075
                  Tel: (248) 327-3872
                  Fax: (866) 253-7063
                  E-mail: anita@reddandrao.com

Scheduled Assets: $700,042

Scheduled Liabilities: $1,457,046

A copy of the Company's list of its four unsecured creditors is
available for free at http://bankrupt.com/misc/mieb12-22705.pdf

The petition was signed by Mark Milstein, chief manager.


SHOPPES AT THE FOREST: Case Summary & 8 Unsecured Creditors
-----------------------------------------------------------
Debtor: Shoppes At The Forest LLC
        500 Lake Cook Road, Suite 350
        Deerfield, IL 60015

Bankruptcy Case No.: 12-36800

Chapter 11 Petition Date: September 17, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Robert W. Glantz, Esq.
                  SHAW GUSSIS FISHMAN GLANTZ ET AL
                  321 N. Clark Street, Suite 800
                  Chicago, IL 60654
                  Tel: (312) 541-0151
                  Fax: (312) 980-3888
                  E-mail: rglantz@shawgussis.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 eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-36800.pdf

The petition was signed by Lloyd Mandel, manager.


STEEL WORKS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Steel Works Rebar Fabricators LLC
        7265 NW 74th Street
        Medley, FL 33166
        Tel: (305) 803-4891

Bankruptcy Case No.: 12-32198

Chapter 11 Petition Date: September 17, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Carlos L. De Zayas, Esq.
                  LYDECKER DIAZ
                  1221 Brickell Avenue, 19th Floor
                  Miami, FL 33131
                  Tel: (305) 416-3180
                  E-mail: cdz@lydeckerlaw.com

Scheduled Assets: $2,221,876

Scheduled Liabilities: $5,309,196

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

unsecured creditors is available for free at:

The petition was signed by Juanita Lopez, managing member.


STRATEGIC AMERICAN: Jeremy Driver Discloses 41.6% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Jeremy Driver disclosed that as of Sept. 6,
2012, he beneficially owns 5,571,832 shares of common stock of
Duma Energy Corp., formerly Strategic American Oil Corporation,
representing 41.6% of the shares outstanding.

Mr. Driver previously reported beneficial ownership of 50,241,667
common shares or a 18.66% equity stake as of Feb. 14, 2011.

On Aug. 23, 2012, Kara Driver, the wife of Jeremy Driver, acquired
a 50% ownership interest in K.W. Navigation Inc., which held
1,967,666 shares of the Company's common stock as of that date.

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

                          http://is.gd/iV4I5h

                       About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company reported a net loss of $4.41 million on $5.28 million
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $9.94 million on $1.48 million of revenue for the
same period a year ago.

The Company's balance sheet at April 30, 2012, showed $23.93
million in total assets, $11.53 million in total liabilities and
$12.39 million in total stockholders' equity.


STRATEGIC AMERICAN: Christopher Watts Holds 41.2% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Christopher Watts disclosed that as of
Sept. 6, 2012, he beneficially owns 5,470,832 shares of common
stock of Duma Energy Corp., formerly Strategic American Oil
Corporation, representing 41.2% of the shares outstanding.

C.W. Navigation, Inc., beneficially owns 2,735,416 common shares
as of Sept. 6, 2012.  Mr. Watts holds a 50% ownership interest in
K.W. Navigation.

A copy of the filing is available for free at:

                        http://is.gd/DldQRe

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company reported a net loss of $4.41 million on $5.28 million
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $9.94 million on $1.48 million of revenue for the
same period a year ago.

The Company's balance sheet at April 30, 2012, showed $23.93
million in total assets, $11.53 million in total liabilities and
$12.39 million in total stockholders' equity.


STOCKTON, CA: Hockey Club Revamps "Our City Isn't Bankrupt" Promo
-----------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that the Bakersfield Condors, a minor league
hockey club in California known for promotional stunts like trying
to sign teen idol Justin Bieber, has revamped its "Our City Isn't
Bankrupt" promotion for a Dec. 27 game against in-state rival the
Stockton Thunder after some said the joke crossed the line.  The
promotion didn't sit well with fans of Stockton, which became the
largest U.S. city to file for bankruptcy this summer, who felt
Bakersfield was mocking their city's financial woes.

According to DBR, Condors owner Jonathan Fleisig says the team
didn't mean to insult its rival; it was just having a little fun.
Thunder President Dan Chapman said he felt Bakersfield was taking
an" unnecessary shot at the struggles in our community," and
called the original promotion "unprofessional" and
"embarrassing."

"Look, this is going to help Stockton, at least the Thunder," Mr.
Fleisig said, according to DBR. "Every time we play, there will be
an extra 3,000 people just to heckle us. Wouldn't that be great?"

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., at
Orrick, Herrington & Sutcliffe LLP.  The petition was signed by
Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.


SUPERMEDIA INC: Meets with Dex One on Credit Pact Amendments
------------------------------------------------------------
Certain members of management of SuperMedia Inc. and Dex One
Corporation and representatives of their respective financial
advisors conducted a meeting on Sept. 18, 2012, to discuss the
proposed merger transactions previously announced on Aug. 21,
2012.

The parties discussed proposed amendments to existing credit
facilities to, among other things, extend maturity, reset
financial covenants to provide operating flexibility, and reduce
mandatory amortization.

The proposed amendments to the Borrowers' credit facilities are,
among others, conditions to the consummation of the proposed
merger transactions.

A copy of the discussion materials used during that meeting is
available for free at http://is.gd/R1sePy

                          About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  The
Debtors' financial condition as of Dec. 31, 2008, showed total
assets of $1,815,000,000 and total debts of $9,515,000,000.
Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented
the Debtors in their restructuring efforts.  The Debtors tapped
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


TRIBUNE CO: Bank Debt Trades at 23% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 77.18 cents-on-the-
dollar during the week ended Friday, Sept. 21, 2012, an increase
of 1.05 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 17, 2014.  The loan is one of the biggest gainers and losers
among 174 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

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


TXU CORP: Bank Debt Trades at 32% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 68.16 cents-on-the-dollar during the week
ended Friday, Sept. 21, 2012, an increase of 1.10 percentage
points from the previous week according to data compiled by
LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2017, and
carries Moody's Caa1 rating and Standard & Poor's CCC rating.  The
loan is one of the biggest gainers and losers among 174 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed
$44.07 billion in total assets, $51.83 billion in total
liabilities, and a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


TXU CORP: Bank Debt Trades at 25% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 74.67 cents-on-the-dollar during the week
ended Friday, Sept. 21, 2012, an increase of 1.80 percentage
points from the previous week according to data compiled by
LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street
Journal.  The Company pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2014, and
carries Standard & Poor's CCC rating.  The loan is one of the
biggest gainers and losers among 174 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed
$44.07 billion in total assets, $51.83 billion in total
liabilities, and a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


UNITED AUTOMOBILE: A.M. Best Lowers Fin. Strength Rating to 'C'
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C
(Weak) from C++ (Marginal) and the issuer credit rating to "ccc"
from "b" of United Automobile Insurance Company (United Auto)
(Miami Gardens, FL).  The outlook for both ratings has been
revised to negative from stable.

The rating actions follow United Auto's adverse reserve
development reported in the second quarter of 2012, resulting in a
significant underwriting loss and surplus decline in excess of
35%.  The ratings of United Auto reflect its weak risk-adjusted
capitalization and poor operating results in recent years.  United
Auto has maintained elevated underwriting leverage measures in
recent years, which has weakened its risk-adjusted capital
position.  Moreover, the company maintains a somewhat modest
business profile with limited product availability and
concentration in states with difficult operating environments for
the non-standard automobile segment.

The negative outlook reflects United Auto's reduced surplus and
decline in its risk-adjusted capitalization.  The outlook further
considers the company's ongoing challenges to improve underwriting
results over the near term and avoid additional surplus losses.

However, United Auto has implemented corrective actions, tightened
its policy language and increased its rates.  In addition, policy
fee income has somewhat offset the underwriting shortfalls in
recent years, and United Auto maintains good local market
knowledge.

Factors that could result in future negative rating actions
include a continued deterioration in United Auto's underwriting
performance, adverse reserve development or erosion of its capital
base.


US FIDELIS: Founder Given 40-Month Prison Sentence
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cory Atkinson, who founded US Fidelis Inc. along with
brother Darain Atkinson, was given a 40-month prison sentence by a
U.S. district judge in St. Louis.  He pleaded guilty to mail fraud
and filing a false tax return.  He will have three years of
supervised release after serving the prison sentence.  His brother
Mr. Darain will be sentenced Sept. 25.

According to the report, they previously gave up most of their
assets in settlement of a civil lawsuit where they and others were
sued for $101 million claimed to be "wrongfully and improperly
appropriated" from the company.  US Fidelis purported to sell
automobile repair insurance.  Customers are receiving payments
from a $14.1 million restitution fund created under a Chapter 11
plan that was implemented Sept. 12.

Criminal case is U.S. v. Atkinson, 12-cr-00122, U.S. District
Court, Eastern District of Missouri (St. Louis).

                         About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., advise the Debtor.  GCG, Inc., is the
consumer claims and noticing agent.

Allison E. Graves, Esq., Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.

The Company scheduled assets of $74.4 million and liabilities of
$25.8 million as of the petition date.


USA SPRINGS: Case Trustee Gets $7.5MM Offer, May Skip Auction
-------------------------------------------------------------
Bob Sanders at New Hampshire Business Review reports that Thomas
J. Raftery, attorney for the bankruptcy trustee of USA Springs,
told the federal bankruptcy court in Manchester, New Hampshire,
the trustee received a "very good" bid that's "in the
neighborhood" of $7.5 million for the would-be water bottling
company's assets -- a bid good enough to skip a planned auction
and negotiate a deal by the end of October.

According to the report, if a deal is reached, the undisclosed
bidder would be designated a stalking horse and, it's hoped,
attract higher bids.  If not, the price would not pay off the
mortgage, much less unsecured creditors.  Already there was some
jockeying over how limited funds would be distributed.

The report notes Mr. Raftery said the bid was the highest of
three.  Of the other bids, he said, one was "good" and the other
"not good at all."

The report relates the top bidder's attorney, Joe Foster, declined
to give any information about his client, aside from saying that
the bidder appeared to be out of state and not involved in the
water industry, but it's unclear whether he or she is interested
in the land on which the proposed plant would sit or whether there
is any interest in renewing the bankrupt USA Springs' hard-won
permit to withdraw 300,000 gallons of groundwater a day from the
site that sits near the border of Barrington and Nottingham.

The report notes, after a $60 million deal with a Swiss lender
fell through -- and resulted in the withdrawal of USA Springs'
attorneys -- the case was converted to Chapter 7 liquidation, and
the court-appointed trustee, Timothy P. Smith, sought to sell off
the assets.

The report adds Roswell Commercial Mortgage lent USA Springs $8.4
million, but claimed -- with interest and penalties -- to be owed
$13.5 million. At a selling price of $7.5 million, the mortgage
company would get $6.15 million, the two towns would receive
$557,000 in property taxes, and the trustee would get $806,000.

According to the report, any remaining money would most likely be
claimed attorneys and professionals who were not paid during years
of the Chapter 11 bankruptcy.

One of those professionals -- USA Springs former attorney Alan
Braunstein -- objected to the deal.  Mr. Braunstein -- would only
be guaranteed a carve-out of $35,000 after nearly four years of
work on the case while it was in reorganization. He argued that
the trustee could negotiate a better deal if it threatened to
renew the litigation of fraudulent transfers begun by the Official
Committee of Unsecured Creditors.  One of the targets of that
litigation would be Roswell, the report says.

The report relates Mr. Raftery said that he did not have a "warm
and fuzzy" feeling that such a case would result in much recovery,
a contention seconded by Judge J. Michael Deasy, particularly when
it came to Roswell, which put down more than $8 million in "real
money" into the plant.

The report notes Judge Deasy didn't rule on the other major
objection, by Aho Construction of New Ipswich, that its $206,000
lien on the property trumped the Roswell claim, suggesting that
the amount was small enough that it would probably be worked out
before any October sale.  But Judge Deasy would not bless the deal
until more parties were given notice.

                        About USA Springs

Based in Nottingham, New Hampshire, USA Springs Inc. filed for
Chapter 11 bankruptcy protection (Bankr. D. N.H. Case No.
08-11816) on June 27, 2008.  Armand M. Hyatt, Esq., at Hyatt &
Flynn, PLLC, and Earl D. Munroe, Esq., at Muroe & Chew, represent
the Debtor in its restructuring efforts.  The Official Committee
of Unsecured Creditors retained Terrie Harman, Esq., at Harman Law
Offices, as counsel.  In its schedules, the Debtor disclosed
$127.0 million in assets and $13.9 million in liabilities.


VANN'S INC: Appliance Retailer Heading Toward Liquidation
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vann's Inc. may be tossed out of Chapter 11
reorganization at a hearing on Sept. 26.  GE Commercial
Distribution Finance Corp., owed $4.8 million on an inventory
loan, filed papers asking the bankruptcy judge to convert the case
to liquidation in Chapter 7.

The report relates that the lender pointed to Vann's own
projections showing negative cash flow beginning in September and
continuing through Dec. 31.  According to GE, Vann's projections
show a $6.1 million negative cash flow through the end of the
year.  To stanch the losses, GE advocates converting to
liquidation.

The Bloomberg report discloses that First Interstate, owed $4
million on a secured loan, agreed to provide a $2 million
revolving credit loan to finance the Chapter 11 effort.  GE said
it doubts the lender will allow any draws on the loan.

                        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.


VOLKSWAGEN-SPRINGFIELD: Todd Ruback Named as Privacy Ombudsman
--------------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4 appointed
Todd Ruback as consumer privacy ombudsman for Volkswagen-
Springfield, Inc.

As reported in the Troubled Company Reporter on July 31, 2012, the
Hon. Robert G. Mayer directed the U.S. Trustee to appoint a
consumer privacy ombudsman in the Chapter 11 case of Volkswagen-
Springfield, Inc.

The Debtor related that from time-to-time, it collected
information regarding its customers including names, addresses,
email addresses, telephone numbers and other similar data.  The
data is included among the assets under the purchase agreement.

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

No creditors' committee has been appointed in the case.


VYSTAR CORP: Acquires Sleep Diagnostic Company SleepHealth
----------------------------------------------------------
Vystar Corporation announced the strategic acquisition of
SleepHealth, LLC, a privately held sleep diagnostic company
headquartered in Monroe, GA.  SleepHealth provides sleep lab
management services to hospitals and physicians' offices in the
southeastern U.S.

The acquisition is mutually beneficial for both companies as it
will provide each with additional avenues for expansion.
SleepHealth presents a strong vertical integration opportunity for
Vystar by providing a direct channel for its recently announced
Vytex NRL foam bedding products such as pillows, mattresses, and
mattress toppers currently being produced by Islatex.  SleepHealth
also provides Vystar with more direct access into the healthcare
market for future products made with Vytex NRL, such as gloves,
cohesive bandages, etc.  For SleepHealth, Vystar Corporation and
its executive team will bring added expertise and resources needed
for business expansion and revenue growth.

SleepHealth has been in the sleep diagnostic business since 2004.
The company's founder and President Ailene Miller has over 25
years of sleep diagnosis experience and manages a knowledgeable
team of more than 20 full-time and part-time employees.  Her team
brings both a solid history of sleep clinic management experience
and a strong reputation in the industry to Vystar.  SleepHealth
currently has 27 existing facilities across North Carolina, South
Carolina and Georgia with immediate expansion plans.

Ailene Miller commented, "SleepHealth is pleased to be joining
Vystar Corporation as a wholly owned subsidiary.  We believe that
the outstanding synergies and crossover marketing opportunities
can enhance our ability to achieve much success going forward both
in expansion and significant future offerings."

"SleepHealth is a solidly run company with national potential in a
growing industry.  With this acquisition, we can both help
SleepHealth expand geographically, and also help build direct
demand for our own revolutionary Vytex NRL-based foam bedding and
pillow products through access to SleepHealth's substantial
customer base.  We are very excited about this acquisition and
look forward to both companies growing together in the near
future.  SleepHealth's growing customer base will also be a
starting point to promote consumer products 'Made with Vytex,'
such as the newly announced Tamicare product line of Fashion-
HygieneTM undergarments, condoms and others," said William Doyle,
President and CEO of Vystar Corporation.

Doyle continues, "The sleep disorder market has seen double-digit
growth over the last several years and is projected to reach $5.8
billion USD by 2015, according to a research report titled 'Sleep
Apnea Diagnostic and Therapeutic Devices: A Global Strategic
Business Report' by Global Industry Analysts, Inc.  With an
estimated 50-70 million Americans suffering from chronic sleep
problems and nearly 80% being undiagnosed, the problem of sleep
disorders and increased awareness of the importance of sleep to
general health are becoming more recognized.  I am pleased to add
Ailene and her staff to Vystar."

As a result of the acquisition, Vystar Corporation will be
comprised of a Vytex Division, focused on the company's
proprietary source natural rubber latex material (patented process
for creating a natural rubber latex that has virtually
undetectable levels of the allergy causing latex proteins) and a
SleepHealth Division focused on the sleep diagnostic business.
The company will maintain existing staff while bringing on
additional resources as needed to allow for expansion.

                         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.  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 Company's quarterly report on Form 10-Q for the
period ended June 30, 2012, 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.


WWDT ENTERPRISES: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Debtor: WWDT Enterprises Inc.
        223 N. Garfield
        Monterey Park, CA 91754

Bankruptcy Case No.: 12-41573

Chapter 11 Petition Date: September 17, 2012

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

Judge: Barry Russell

Debtor's Counsel: Paul Harrigan, Esq.
                  HARRIGAN LAW FIRM
                  2785 S. Bear Claw Way
                  Meridian, CA 83642
                  Tel: (208) 891-2482

Estimated Assets: $0 to $50,000

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

A copy the Company's list of its four largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-41573.pdf

The petition was signed by Wei Wang, president.


ZOO ENTERTAINMENT: David Smith Discloses 78.9% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, David E. Smith and his affiliates disclosed
that as of Sept. 17, 2012, they beneficially own 31,070,828 shares
of common stock of indiePub Entertainment, Inc., formerly Zoo
Entertainment, Inc., representing 78.9% of the shares outstanding.
Mr. Smith previously reported beneficial ownership of 28,895,828
common shares or a 78.2% equity stake as of July 30, 2012.  A copy
of the amended filing is available for free at:

                         http://is.gd/6p0z2b

                       About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company reported a net loss of $25.87 million in 2011,
compared with a net loss of $14.03 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.06 million
in total assets, $15.24 million in total liabilities and a $13.18
million total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, EisnerAmper LLP, in
Edison, New Jersey, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has both incurred losses and
experienced net cash outflows from operations since inception.


* Moodys's Says Long-Term Care Insurers Face Uncertain Future
-------------------------------------------------------------
Poor results in the long-term care insurance sector have led many
providers to exit the market, leaving its future uncertain,
Moody's Investors Service says in a new report, "Long-Term Care
Insurance: Sector Profile." Despite the need for non-medical
coverage by an aging population, persistent losses, a challenging
operating environment and the exit of key players have made the
product's future uncertain as it currently stands.

"Key credit considerations for the sector are the relative newness
of long-term care insurance and the long-tailed and complex
product structure, which make it difficult to price the product
profitably and to reserve for," says Vice President and author of
the report Laura Bazer. The industry's relatively limited claims
experience, along with significant benefit optionality and long
policy horizons have been key challenges for providers since the
introduction of the product in the 1980s, she says.

Mispriced blocks of older, legacy business have led to recent
reserve increases, causing sizable losses for some providers over
the past two years. The benefits under early policies were often
too generous relative to factors such as actual benefit
utilization rates and lapses. "While recent hefty reserve and rate
increases could improve the profitability of legacy blocks, or at
least stem losses," Ms. Bazer says, "persistent low interest rates
and anti-selection could confound the remediation process."

Newer, better designed and priced products seek to reduce risks
for insurers, with changes including more restricted benefits and
payout periods, as well as "combination" policies, which offer
long-term care combined with a life insurance policy or an annuity
contract.  Nevertheless, potential buyers may balk at fewer
benefits and higher rates, and sales could go down.

Current price hikes will help insurers for the time being, but
senior citizens on fixed incomes form a highly sensitive
constituency.  Regulators could therefore reject or limit new rate
requests, Bazer says. Additionally, the exit or retreat of five
key firms from the market since 2010 leaves only one dominant
player, thus the sustainability of current sales volumes, and
indeed the viability of the market overall, is now in question.


* Lehman, MF Global, AMR Lead August Claim Trading
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that even though Lehman Brothers Holdings Inc. is about to
make a second distribution since emerging from Chapter 11
protection, it continues to lead the pack in claims trading.  In
August, the 511 Lehman claims that traded hands represented 44% in
number and about 89% in dollar amount of all transferred claims,
according to data compiled from court records by SecondMarket Inc.
The Lehman claims totaled about $5 billion in face amount.  Since
Lehman went bankrupt four years ago, more than $90 billion in face
amount of Lehman claims were traded, SecondMarket said.  In number
of trades, MF Global Inc. and AMR Corp. were in second and third
places.


* FDIC Likely to Pounce on GOP Insurer Insolvency Bill
------------------------------------------------------
Bibeka Shrestha at Bankruptcy Law360 reports that a recent bill
that aims to ensure state regulators -- and not the Federal
Deposit Insurance Corp. -- handle insurer insolvencies will likely
face tough opposition from Democrats and the FDIC, which stands to
lose insurer contributions to a fund for liquidating too-big-to-
fail financial institutions, attorneys say.

Bankruptcy Law360 relates that the Dodd-Frank Act gave the FDIC
the power to liquidate troubled financial institutions whose
failure could trigger a financial crisis.


* Caplin & Drysdale Bolsters New York Tax Practice
--------------------------------------------------
Caplin & Drysdale disclosed the relocation of its New York office
to 600 Lexington Avenue effective Sept. 24, 2012.  The move
reflects the continued expansion of the firm's tax practice, which
over the last 14 months added 9 attorneys.  This month, the firm
welcomes Elan P. Keller - formerly Managing Director and Tax
Director at Macquarie Holdings (USA) Inc. - as a member in the
Corporate, Business & Transactional Tax, International Tax, and
Tax Controversies practices in New York and Felix B. Laughlin,
senior counsel in the Corporate, Business & Transactional Tax and
Tax Controversies practices resident in the firm's DC office.

"This marks a significant milestone for the firm," said Scott D.
Michel, President of Caplin & Drysdale.  "It demonstrates our
ongoing commitment to the growing needs of our global client base,
and keeps us well-positioned for future growth. " Mr. Michel
added, "Elan and Felix are highly-skilled practitioners well-
versed in matters relating to tax fraud, tax controversy, and
cross-border tax issues. Our clients will benefit greatly from
their substantial experience in these areas.  They exemplify
Caplin & Drysdale's high standards of client service, as well as
our approach to providing efficient and comprehensive legal
services."

Mr. Keller and Mr. Laughlin join recent hires Mark D. Allison, who
joined the firm as a member to bolster its Tax Controversies,
International Tax, and Tax Litigation practices; of counsel Rachel
L. Partain, who received the prestigious 2012 Nolan Fellowship
awarded by the American Bar Association Section of Taxation to a
select group of outstanding young tax lawyers across the nation;
and associate Zhanna A. Ziering.  The new additions complement an
established team of New York attorneys led by Elihu Inselbuch, a
prominent litigator.  Mr. Inselbuch remarked, "The move and
expansion ensures we have the right resources to accommodate
continued growth of our tax practice, which, along with our strong
litigation presence in the City, will further enhance our ability
to serve our clients more efficiently across a wide range of tax
legal issues and matters."

                      About Caplin & Drysdale

For more than 45 years, Caplin & Drysdale has been a leading
provider of tax and legal services to companies, organizations,
political entities, and individuals throughout the United States
and around the world.  In addition to being routinely recognized
in top rankings such as Chambers, Best Lawyers and Legal 500, our
ranks include senior staff from the Internal Revenue Service, the
U.S. Treasury, and the Justice Department whose substantial
technical skill and considerable knowledge on how tax law is made
and administered illustrate our commitment to client service.  We
focus on minimizing our clients' tax liabilities without
compromising the ethical principles essential to the integrity of
the tax system.


* Sands & Associates Joins Personal Bankruptcy Canada Network
-------------------------------------------------------------
Sands & Associates is the most recent addition to the ever-growing
Personal Bankruptcy Canada network of financial and debt
management professionals.

Founded in 1990, Sands & Associates is the largest firm of
licensed Proposal Administrators and Trustees in Bankruptcy for
personal and small business insolvency in British Columbia.  With
more than 50 experts companywide, the firm serves clients in
Vancouver, Richmond, Tri-Cities, Burnaby, Surrey, Maple Ridge,
Langley and Chilliwack.

"Consumer debt is on the rise across the country and the citizens
of British Columbia need to educate themselves and know their
options when it comes to debt management," said Blair Mantin,
senior vice president, Sands & Associates.  "The combination of
our local trustees and the Personal Bankruptcy Canada network will
allow British Columbians to quickly leverage our experts and
available resources to solve their debt issues."

Martin is a well-respected industry professional who is a member
of the Canadian Association of Insolvency and Restructuring
Professionals (CAIRP) and an award-winning Certified Management
Consultant.  He has also been a featured expert on several
Canadian television and radio broadcasts on debt and financial
management.

"The Personal Bankruptcy Canada network allows Canadians to tap
into the broad range of quality debt management expertise across
the provinces and country," said David Smith, Co-Founder of
Personal Bankruptcy Canada.  "The addition of Sands & Associates
greatly enhances the resources available to consumers looking for
alleviate their debt and are a welcome addition to the network."


* Goldman Sachs' Tarver Moves to Renovo Capital
-----------------------------------------------
Matthew Tarver has joined Renovo Capital.

Mr. Tarver brings more than six years of experience in principal
investing and M&A advisory.  Prior to Renovo, Mr. Tarver was an
associate in Goldman Sachs' Special Situations Group providing
debt and equity capital to healthy and distressed middle market
companies.  During his time at Goldman, he evaluated new
investment opportunities in the retail, food and beverage,
restaurant, manufacturing and software sectors in addition to his
involvement with portfolio company management teams to assess
liquidity and capital needs.

Mr. Tarver started his career at Citigroup Global Markets in New
York as an Investment Banking Analyst in the Global Consumer
Group, where he focused on a variety of transactions including M&A
and debt and equity financings for retail, consumer and building
products companies.  He graduated from Texas A&M University with
degrees in finance and accounting.

Renovo Capital, through its Renwood Opportunities Fund, makes
control equity investments in troubled and underperforming
companies, and invests in other special situation opportunities.
Renovo's investment size ranges from $3 million to $20 million
with a primary focus on operating turnarounds, bankruptcy
reorganizations, debt purchases and out-of-court restructurings
for companies in the manufacturing, distribution and service
industries.


* BOND PRICING -- For Week From Sept. 17 to 21, 2012
----------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
A123 SYSTEMS INC    3.750  4/15/2016    36.750
AES EASTERN ENER    9.000   1/2/2017     2.000
AES EASTERN ENER    9.670   1/2/2029     9.500
AFFYMETRIX INC      3.500  1/15/2038    89.935
AGY HOLDING COR    11.000 11/15/2014    52.540
AHERN RENTALS       9.250  8/15/2013    55.200
ALION SCIENCE      10.250   2/1/2015    57.750
AMBAC INC           6.150   2/7/2087     3.500
AMER GENL FIN       5.375  10/1/2012    99.250
ATP OIL & GAS      11.875   5/1/2015    21.750
ATP OIL & GAS      11.875   5/1/2015    21.750
ATP OIL & GAS      11.875   5/1/2015    22.250
BETHEL BAPTIST      7.900  7/21/2026    11.000
BUFFALO THUNDER     9.375 12/15/2014    35.750
CAPMARK FINL GRP    6.300  5/10/2017     2.000
DIRECTBUY HLDG     12.000   2/1/2017    20.500
DIRECTBUY HLDG     12.000   2/1/2017    20.500
DOWNEY FINANCIAL    6.500   7/1/2014    55.000
EASTMAN KODAK CO    7.000   4/1/2017    11.016
EASTMAN KODAK CO    7.250 11/15/2013    10.250
EASTMAN KODAK CO    9.200   6/1/2021     9.000
EASTMAN KODAK CO    9.950   7/1/2018    23.354
EDISON MISSION      7.500  6/15/2013    53.000
ELEC DATA SYSTEM    3.875  7/15/2023    97.000
ENERGY CONVERS      3.000  6/15/2013    42.000
FIBERTOWER CORP     9.000   1/1/2016    30.000
GEN CABLE CORP      1.000 10/15/2012    98.076
GEN CABLE CORP      1.000 10/15/2012    98.076
GEOKINETICS HLDG    9.750 12/15/2014    41.825
GLB AVTN HLDG IN   14.000  8/15/2013    35.363
GLOBALSTAR INC      5.750   4/1/2028    45.125
GMX RESOURCES       4.500   5/1/2015    40.321
GMX RESOURCES       5.000   2/1/2013    76.000
HAWKER BEECHCRAF    8.500   4/1/2015    16.500
HAWKER BEECHCRAF    8.875   4/1/2015    19.500
HAWKER BEECHCRAF    9.750   4/1/2017     1.000
KV PHARM           12.000  3/15/2015    34.625
KV PHARMA           2.500  5/16/2033     1.900
KV PHARMA           2.500  5/16/2033     3.000
LEHMAN BROS HLDG    0.250 12/12/2013    22.875
LEHMAN BROS HLDG    0.250  1/26/2014    22.875
LEHMAN BROS HLDG    1.000 10/17/2013    22.875
LEHMAN BROS HLDG    1.000  3/29/2014    22.875
LEHMAN BROS HLDG    1.000  8/17/2014    22.875
LEHMAN BROS HLDG    1.000  8/17/2014    22.875
LEHMAN BROS HLDG    1.250   2/6/2014    22.875
LEHMAN BROS HLDG    1.500  3/29/2013    22.875
LEHMAN BROS INC     7.500   8/1/2026     7.550
LIFECARE HOLDING    9.250  8/15/2013    40.200
MANNKIND CORP       3.750 12/15/2013    61.540
MASHANTUCKET PEQ    8.500 11/15/2015     9.250
MASHANTUCKET PEQ    8.500 11/15/2015    11.300
MASHANTUCKET TRB    5.912   9/1/2021     9.250
MF GLOBAL LTD       9.000  6/20/2038    50.000
MGIC INVT CORP      9.000   4/1/2063    25.603
NEWPAGE CORP       10.000   5/1/2012     2.000
NGC CORP CAP TR     8.316   6/1/2027    15.462
PATRIOT COAL        3.250  5/31/2013    13.000
PENSON WORLDWIDE    8.000   6/1/2014    38.335
PLATINUM ENERGY    14.250   3/1/2015    40.000
PMI CAPITAL I       8.309   2/1/2027     0.500
PMI GROUP INC       6.000  9/15/2016    25.133
POWERWAVE TECH      3.875  10/1/2027     9.277
POWERWAVE TECH      3.875  10/1/2027     6.000
RESIDENTIAL CAP     6.500  4/17/2013    29.125
RESIDENTIAL CAP     6.875  6/30/2015    25.625
STATION CASINOS     6.625  3/15/2018     0.010
TERRESTAR NETWOR    6.500  6/15/2014    10.000
TEXAS COMP/TCEH    10.250  11/1/2015    28.500
TEXAS COMP/TCEH    10.250  11/1/2015    29.000
TEXAS COMP/TCEH    10.250  11/1/2015    31.625
TEXAS COMP/TCEH    15.000   4/1/2021    38.000
TEXAS COMP/TCEH    15.000   4/1/2021    37.750
THQ INC             5.000  8/15/2014    58.500
TIMES MIRROR CO     7.250   3/1/2013    34.050
TRAVELPORT LLC     11.875   9/1/2016    41.750
TRAVELPORT LLC     11.875   9/1/2016    41.000
TRIBUNE CO          5.250  8/15/2015    37.750
USEC INC            3.000  10/1/2014    41.563
WCI COMMUNITIES     4.000   8/5/2023     0.125
WCI COMMUNITIES     4.000   8/5/2023     0.125
WCI COMMUNITIES     6.625  3/15/2015     0.500



                            *********

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, Carmel
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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.

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                  *** End of Transmission ***