TCR_Public/120927.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, September 27, 2012, Vol. 16, No. 269

                            Headlines

1717 MARKET: Court Approves Appointment of Barry Worth as Examiner
1717 MARKET: Examiner Hires David Sosne and SCW as Counsel
1220 SOUTH OCEAN: Status Conference Set for Oct. 4
211 WAUKEGAN: Owner's Wife Expenses Not "Capital Contributions"
480 BUNNELL: Case Summary & 11 Largest Unsecured Creditors

AFA FOODS: Court Nixes Portions of Counterclaims Against GOPAC
AK STEEL: Moody's Reviews 'B1' CFR/PDR for Downgrade
ALLBRITTON COMMUNICATIONS: S&P Ups CCR to 'B+' on Debt Reduction
AMERICAN ARCHITECTURAL: Univest Objects to Continued Use of Cash
AMERICAN AIRLINES: Ready to Resume Contract Talks, Pilots Say

ATLAS PIPELINE: S&P Rates $300 Million Senior Unsecured Notes 'B'
ATRIUM COS: S&P Cuts Corp. Credit Rating to 'CCC+'; CCR on Watch
ATTACK PROPERTIES: District Court Affirms Case Dismissal
BANKS HOLDING: Court Dismisses Chapter 11 Case
BATH BRIDGEWATER: Court Requires Evidence on Bank Deficiency Claim

BIOZONE PHARMACEUTICALS: Ends Nian Wu Patent License
BMB MUNAI: Board to Effect Second Cash Distribution
BONTEN MEDIA: S&P Cuts Corp. Credit Rating to 'CCC' on Refinancing
BRANDYWINE REALTY: Fitch Rates $600-Mil. Sr. Unsecured Loans 'BB+'
BTA BANK: Kazakhstan Proceeding Granted Recognition in U.S. Courts

BURGER KING: Moody's Rates Sr. Secured Credit Facilities 'Ba3'
CAMTECH PRECISION: Avstar Proposes to Use Regions Cash Collateral
CANYONS AT DEBUQUE: Administrative Claims Bar Date Set for Oct. 16
CASELLA WASTE: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
CAPITOL BANCORP: Seeks Approval of Letter Agreements With ValStone

CAVALIER HOTEL: Has Interim Access to Cash Collateral
CAVALIER HOTEL: Wants to Employ Nicholas Bangos as Counsel
CENTERPLATE INC: S&P Affirms 'B' Corporate Credit Rating
CHATSWORTH INDUSTRIAL: To Report on Plan Payments Nov. 1
CIRCUS AND ELDORADO: Owner Seeks to Block Rival Chapter 11 Plans

CNO FINANCIAL: Fitch Rates $275-Mil. Senior Secured Note 'BB'
COMMUNITY HOME: Plan Filing Exclusivity Extended to Jan. 31
CONTEC HOLDINGS: Can Hire Moelis, Ropes & Gray and AP Services
COPYTELE INC: Lewis Titterton Discloses 5.3% Equity Stake
CROWNROCK LP: S&P Affirms 'B-' Corp. Credit Rating; Outlook Pos

CUSTER ROAD: Settles Objection Ahead of Today's Plan Hearing
DELPHI CORP: Moody's Affirms 'Ba1' CFR/PDR; Outlook Stable
DEL MONTE: Fitch Affirms Junk Rating on $1.3-Bil. Unsecured Notes
DEWEY & LEBOEUF: Jones Day to Seek Fees in Dodgers Case
DEWEY & LEBOEUF: Court Extends Plan Filing Period to Dec. 31

DICKINSON THEATRES: Case Summary & 20 Largest Unsecured Creditors
DIGITAL DOMAIN: Court Approves $37MM Asset Sale to Joint Venture
DIGITAL DOMAIN: City Wants to Recover Property
DIGITAL REALTY: Fitch Holds Low-B Rating on 2 Pref. Stock Classes
DOWNTOWN DENNIS: Case Summary & 17 Largest Unsecured Creditors

EDISON MISSION: $90-Mil. Charge Due to Homer City Plant
ELAN CORP: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
EME HOMER: Expects to Record $170 Million Charge in Q3
EMMONS-SHEEPSHEAD: Sec. 341 Creditors Meeting Reset to Oct. 11
EMMONS-SHEEPSHEAD: Hiring Robinson Brog as Counsel

EVANS OIL: Has Access to Cash Collateral Until Sept. 28
FIBERTOWER NETWORK: Gets Final Approval to Access Cash Collateral
FIELD FAMILY: Section 341(a) Meeting Scheduled for Oct. 23
FOCUS GRAPHITE: Cease Trade Order Issued After Lac Knife Report
FORESIGHT ENERGY: Moody's Upgrades CFR to 'B2'; Outlook Stable

GENERIC DRUG: Moody's Affirms 'B2' CFR; Rates New Term Loan 'B1'
GK GUZMAN: Case Summary & 20 Largest Unsecured Creditors
GOOD HOME: Case Summary & 5 Unsecured Creditors
GRAY TELEVISION: To Repurchase $225MM of 10.5% Sr. Lien Notes
GRAY TELEVISION: S&P Hikes Rating on Sr. Secured Term Loan to 'B+'

GWR OPERATING: Moody's Affirms 'Caa1' Corp. Family Rating
HAMPTON ROADS: Former Eastern Bank CEO Appointed to Board
HAMPTON ROADS: Consummates Sale of Bank Deposits to BNC Bancorp
HDD ROTARY: Lawsuit Over Ownership of PTech+ Goes to Trial
HEALTHWAREHOUSE.COM INC: Eduardo Altamirano Assumes CFO Position

HEARTHSTONE HOMES: Judge Approves, But Cuts Committee Lawyers' Fee
HERITAGE EQUITY: Involuntary Chapter 11 Case Summary
HERTZ CORP: Fitch Withdraws Rating on Various Debts
ICEWEB INC: David Lane, et al., to Resell 50-Mil. Common Shares
IMAGE TRANSFORM: Case Summary & 20 Largest Unsecured Creditors

INNER CITY: Gets 45-Day Extension to File Chapter 11 Plan
INTEGRA HEALTHCARE: Court Trims Lawsuit Against SIMBA, LeBlanc
INTERPROPERTIES HOLDING: Fitch Holds 'BB-' Rating on $185MM Notes
JACUZZI BRANDS: S&P Affirms 'CCC' Corporate Credit Rating
JEWISH COMMUNITY CENTER: Case Trustee Can Hire Accountant

JEWISH COMMUNITY CENTER: Youngman Appointed as Chapter 11 Trustee
JEWISH COMMUNITY CENTER: Case Trustee Hiring Atkins as Appraiser
JEWISH COMMUNITY CENTER: Case Trustee Can Hire Forman Holt
JHK INVESTMENTS: Can Use Bay City Cash Collateral Through Oct. 10
JHK INVESTMENTS: Schedules Filing Deadline Reset to Sept. 28

JOHN BECK II: Telemarketer Files for Chapter 11 Bankruptcy
JIN SUK KIM: Court Approves Stipulation Over Sale of Mall Property
KINETEK HOLDINGS: Nidec Acquisition No Impact on Moody's B3 CFR
KNIGHT CAPITAL: S. Bisgay Named COO; B. Strauss Promoted to CRO
L & L EVERGREEN: Case Summary & 20 Largest Unsecured Creditors

L.A. DODGERS: Jones Day to Seek Fees on Behalf of Dewey
LADDER CAPITAL: Fitch Rates $325-Mil. Senior Notes 'BB'
LAKELAND DEVELOPMENT: Ridgeline to Purchase Santa Fe Springs
LANGUAGE LINE: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
LEARNING TRACKS: Case Summary & Largest Unsecured Creditor

LIGHTSQUARED INC: Oct. 30 Hearing on LP Lenders' Motion to Sue Set
MARY HOLDER: JPMorgan Doesn't Have Superpriority Admin Claim
MEGA HOTELS: Case Summary & 20 Largest Unsecured Creditors
MINH VU HOANG: Must Turn Over Diamonds Bought With Estate Money
MOSS FAMILY: Can Employ Daniel Freeland as Counsel

MOSS FAMILY: Wants to Hire Affiliate as Broker to Sell Properties
MOSS FAMILY: Files Schedules of Assets and Liabilities
MOUNTAIN COUNTRY: U.S. Trustee Appoints 7-Member Committee
MOUNTAIN COUNTRY: Panel Wants to Retain Jackson Kelly as Counsel
NIGHTINGALE METALS: Case Summary & 7 Unsecured Creditors

NORTHEAST ESTATE: Voluntary Chapter 11 Case Summary
NORTHSTAR AEROSPACE: Name Changed to NSA (USA) Liquidating
MSR RESORT: Judge Sends Luxury Resorts to Nov. 8 Auction
NUFARM LTD: Moody's Assigns 'Ba2' Corporate Family Rating
OLDE PRAIRIE: CenterPoint Wants Previous Judge to Hear New Case

OLDE PRAIRIE: Sec. 341 Creditors' Meeting Set for Oct. 30
PACIFIC MONARCH: Plan Exclusivity Extended to Dec. 31
PATRIOT COAL: Files Schedules of Assets and Liabilities
PATRIOT COAL: Hearing on Equity Committee Motion Reset to Oct. 11
PATRIOT COAL: Robbins Umeda Files Class Action Suit

PATRIOT COAL: Glancy Binkow Probes Potential Stockholder Claims
PATRIOT COAL: Two Execs Hit With Shareholder Class Suit
PICK & SAVE: Objections to Employee Claims Overruled
PLAINS EXPLORATION: Moody's Rates Senior Secured Term Loan 'Ba1'
PLY GEM HOLDINGS: Offering $160 Million of Senior Notes Due 2017

POWERWAVE TECHNOLOGIES: John Kryzanowski Owns 9.7% Equity Stake
QM OF BATTLEFIELD: Case Summary & 20 Largest Unsecured Creditors
QUAD/GRAPHICS INC: Moody's Rates Sr. Sec. Credit Facilities Ba2
RADIOSHACK CORP: Julian Day Discloses 5.1% Equity Stake
RAHWAY HOSPITAL: Moody's Affirms 'Ba3' Bond Rating; Outlook Pos.

RATHBUN REALTY: To Liquidate in Chapter 7
RG STEEL: Samuel Seeks Relief from Stay for Set-Off
RG STEEL: Seeks Until Dec. 27 to Assume or Reject Unexpired Leases
RG STEEL: RG Wheeling Consummates Sale of Warren Ohio Facility
RG STEEL: Wants Access to Cash Collateral Until Oct. 31

RIDGE MOUNTAIN: Asks for Jan. 30 Plan Exclusivity Extension
RITZ CAMERA: Bankruptcy Court Approves Employee Incentive Plan
RITZ CAMERA: Court OKs Key Vendor Agreement with Fujifilm
RITZ CAMERA: Ernst & Young Approved as Tax Service Provider
RITZ CAMERA: Files Schedules of Assets and Liabilities

RITZ CAMERA: Hilco IP OK'd as Exclusive Sales and Marketing Agent
ROLLING MEADOWS, TX: Fitch Rates $18.2-Mil. Revenue Bonds 'BB+'
SANKO STEAMSHIP: Japanese Proceeding Recognized by U.S. Court
SAVERS INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
SCHWAB INDUSTRIES: Shareholders Can't Pursue Malpractice Lawsuit

SIRIUS INT'L: Fitch Rates $250-Mil. Preference Shares 'BB+'
SO CALIF UNIV: Moody's Withdraws 'B1' Rating on Bonds
SOLYNDRA LLC: Wins OK to Auction Factory, Headquarters
SPRINGLEAF FINANCE: Fortress VP to Assume CFO Position
STEPHEN YELVERTON: Marital Support Payments Are Nondischargeable

SUPERIOR TOMATO-AVOCADO: Objection to PACA Claim Overruled
SUMMERFIELD LLC: Case Summary & 2 Largest Unsecured Creditors
SWISHER HYGIENE: Receives NASDAQ Determination Letter
TECHNEST HOLDINGS: Acquires DigiPath Solutions for $2.4 Million
UNIVAR INC: S&P Affirms 'B+' CCR on Stable Operating Performance

VALEANT PHARMA: Moody's Says Upsized Bond Credit Negative
VIKING SYSTEMS: 83.6% of Outstanding Common Shares Tendered
VISUALANT INC: Expands Leadership with New VP of Biz. Development
VM ODELL'S: Grocery Chain Files for Chapter 11 Bankruptcy
VM ODELL'S: Voluntary Chapter 11 Case Summary

WISP RESORT: Bank's Objection Deadline Extended Anew
WYNN RESORTS: Moody's Reviews 'Ba2' CFR/PDR for Upgrade

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********


1717 MARKET: Court Approves Appointment of Barry Worth as Examiner
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri has
approved the U.S. Trustee for Region 13's appointment of Barry
Worth of Brown, Smith and Wallace, LLC, as Examiner in the Chapter
11 case of 1717 Market Place, LLC.

                      About 1717 Market Place

1717 Market Place LLC, a grocery-store business, filed for Chapter
11 protection (Bankr. W.D. Mo. Case No. 12-bk-00984) on July 17,
2012, in Springfield, Missouri.  The Debtor estimated assets and
liabilities of at least $10 million.  G&S Holdings LLC owns 98% of
the company and the remaining 2% is owned by J. Scott Schaefer and
Richard T. Gregg, according to court papers.

1717 Market Place said it is a defendant in a lawsuit brought by
Regions Bank in Joplin, Missouri, relating to a promissory note.
The bank is seeking the appointment of a receiver.

David Schroeder Law Offices, P.C., serves as the Debtor's counsel.


1717 MARKET: Examiner Hires David Sosne and SCW as Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Barry Worth, the duly appointed examiner in the Chapter
11 case of 1717 Market Place, LLC, to employ David A. Sosne, Esq.,
and the law firm of Summers Compton Wells PC as his counsel,
effective as of Aug. 23, 2012.

As examiner, Barry Worth has been charged to investigate and
report on all aspects of the Tax Increment Financing and
Transportation Development District projects of Debtor.  The
investigation will include but not be limited to: the creation of,
operation of, and a report of all of Debtor's rights to payments,
reimbursements or any other amounts under the TIF/TDD programs
from its inception to date and into the future; all TIF payments
and all TDD payments with respect to each of the occupants in the
district, as well as all distributions and payments made by the
City of Joplin and the State of Missouri to Debtor or any third
party from its inception to date and into the future; all TIF and
TDD cost certifications delivered to the City and the State since
the inception of the TIF and the TDD; and the status of current
amounts available for reimbursement under the TIF and TDD
(including all reimbursement payments made to date by the City and
the State).

SCW will advise and assist the Examiner with respect to his
investigation and examination.  SCW's fees in this case are
anticipated to range from $240 per hour to $325 per hour for
principals of the firm; $140 to $205 per hour for associates; $90
to $110 per hour for paralegal time; and $65 to $85 per hour for
law clerk time.

SCW professionals who will provide representation of the Examiner,
include David A. Sosne, a principal of the firm, whose rate is
$310 per hour; Brian J. LaFlamme, a principal of the firm, whose
hourly rate is $240 per hour; and Christina L. Hauck, a paralegal
of the firm, whose hourly rate is $90 per hour.

                      About 1717 Market Place

1717 Market Place LLC, a grocery-store business, filed for Chapter
11 protection (Bankr. W.D. Mo. Case No. 12-bk-00984) on July 17,
2012, in Springfield, Missouri.  The Debtor estimated assets and
liabilities of at least $10 million.  G&S Holdings LLC owns 98% of
the company and the remaining 2% is owned by J. Scott Schaefer and
Richard T. Gregg, according to court papers.

1717 Market Place said it is a defendant in a lawsuit brought by
Regions Bank in Joplin, Missouri, relating to a promissory note.
The bank is seeking the appointment of a receiver.

David Schroeder Law Offices, P.C., serves as the Debtor's counsel.


1220 SOUTH OCEAN: Status Conference Set for Oct. 4
--------------------------------------------------
Darrell Hofheinz at Daily News Real Estate reports that a status
conference regarding the Chapter 11 bankruptcy petition of 1220
South Ocean Boulevard LLC has been scheduled for Oct. 4 in U.S.
Bankruptcy Court in West Palm Beach, Florida, before Judge Erik P.
Kimball.  If accepted by the federal court, the report notes, a
Chapter 11 bankruptcy protects a company from its creditors while
it reorganizes and attempts to pay its debts.

The report adds TD Bank and its predecessor, Mercantil Bank,
provided developer Dan E. Swanson of Addison Development Corp.
construction financing and loans for $15.6 million in 2007, and an
additional $1.68 million and $6.3 million in 2008, some of which
has been paid down since.

The report relates, via second and third mortgages on the
property, Bahamas-based New Providence Capital Management Partners
II loaned $5.3 million in early 2011 and $1 million last December,
according to records filed with the Palm Beach County Clerk's
office.  Both lenders have granted extensions on their loans.

In addition to the loans, the report says the bankruptcy petition
lists only two other creditors -- a law firm in Miami owed $6,000
and another law firm in Boca Raton owed $17,735, according to the
report.  Developed by Mr. Swanson without a specific buyer, the
house has nine bedrooms, a guest house and architecture inspired
by a French chateau.  The report notes the mansion at 1220 S.
Ocean Blvd. measures more than 27,000 square feet.  Completed
early last year, it stands just south of The Mar-a-Lago Club on
2.5 acres of lakefront property with 294 feet of water frontage.

"We got stuck in this economy in the middle of building," the
report quotes Mr. Swanson as saying.

The report adds the house was initially offered at $84 million,
which was later dropped by $10 million.  Jim McCann of the
Corcoran Group -- Mr. Swanson's longtime real estate agent --
listed the house in the local multiple listing service a year ago
after marketing it privately.

The report relates Mr. Swanson said the petition would not affect
his other spec house for sale in Palm Beach -- an oceanfront
residence of 12,263 square feet at 101 El Bravo Way.  Owned by a
different limited liability company, that house is listed by
McCann at $37.5 million, down $10 million from its original price.
Swanson has developed numerous high-end custom and spec homes in
South Florida since founding Addison Development in 1978.  He said
he had never before filed a petition for bankruptcy protection.
"We've lived in Palm Beach for over 20 years," Mr. Swanson said,
referring to his wife, Karen.  "We are monster proponents of Palm
Beach. There's no better cheerleader for Palm Beach than us," he
said.

The report adds, meanwhile, a civil lawsuit filed in December 2009
against Mr. Swanson and others involved in the building and sale
of a home at 589 N. County Road -- bought by Palm Beachers Leo
A. and Kathryn Vecellio in 2008 -- has yet to reach a settlement
or go to trial.  The Vecellios allege in their suit that the
defendants knew about serious defects in the house prior to its
sale to the couple.

                 About 1220 South Ocean Boulevard

1220 South Ocean Boulevard, LLC, filed a bare-bones Chapter 11
petition (Bankr. S.D. Fla. Case No. 12-32609) in its home-town in
West Palm Beach, Florida.  The Debtor disclosed $74 million in
total assets and $41.5 million in liabilities as of Sept. 7, 2012.

According to http://1220southocean.com/1220 South Ocean is a
French-inspired waterfront estate homes and resort located in Palm
Beach.  Owned by real estate developer Dan Swanson, president of
Addison Development, 1220 South Ocean sits on 2.5 private and
secure acres of land, has 20,000 square feet of living plus an
additional 7,000 square feet of loggias, garages & guest house.
The resort is located four miles to Palm Beach International
Airport.  Mr. Swanson other developments include the Phipps
Estates in Palm Beach and Addison Estates at the Boca Hotel.

Judge Erik P. Kimball oversees the case.  Kenneth S. Rappaport,
Esq., in Boca Raton, Florida, serves as counsel to the Debtor.


211 WAUKEGAN: Owner's Wife Expenses Not "Capital Contributions"
---------------------------------------------------------------
Itasca Bank lost in its bid to characterize expenses made by the
wife of the former owner of debtor 211 Waukegan LLC in the Chapter
11 case as "capital contributions".  Bankruptcy Judge Jack B.
Schmetterer authorized Bea Kabbani to collect $25,575 as
administrative expenses from the estate.

Ms. Kabbani argues that she holds and should be allowed an
administrative expense claim against the estate within the meaning
of Sections 503(b)(l)(A) and 507(a)(2) of the Bankruptcy Code in
the total amount of $31,475.  However, the postpetition payments
identified total only $25,575.

The Court also held that Itasca Bank cites no evidence or
reasoning for such a characterization.  Ms. Kabbani was never an
owner of the Debtor, although she is married to the Debtor's
former owner.  Ms. Kabbani did seek to purchase the Debtor through
the Third Amended Plan of Reorganization.  However, the evidence
did not identify the fees and expenses paid by her on the Debtor's
behalf as capital contributions.  Ms. Kabbani has consistently
argued that she believed she was entitled to repayment for her
loan to the Debtor for the retainer fees.

According to the Court, because the extensions of credit by Ms.
Kabbani to the Debtor occurred in the ordinary course of the
Debtor's business under Sec. 364, they will be allowed as
administrative expenses under Sec. 503(b).

A copy of the Court's Sept. 18, 2012 Findings of Fact and
Conclusions of Law is available at http://is.gd/yCTvjLfrom
Leagle.com.

                      About 211 Waukegan LLC

211 Waukegan, owner of a three-story commercial building located
in Northfield, Illinois, filed a voluntary Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-13104) on March 30, 2011.  The case
is a single asset real estate case.  The Debtor purchased the real
estate in 2008 for roughly $3 million in a purchase financed by
Itasca Bank.  The Debtor defaulted on its obligations to Itasca
Bank, who subsequently obtained a default judgment of foreclosure
in state court.  Before a scheduled real estate sale, the Debtor
filed its bankruptcy case.

Judge Jack B. Schmetterer presides over the case.  William J.
Factor, Esq., and Sara E. Lorber, Esq., at The Law Office of
William J. Factor, Ltd., serve as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.  A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-13104.pdf

The petition was signed by Sam Kabbani, the manager.  The Debtor
was owned, at the time of filing, by Mr. Kabbani.  Mr. Kabbani
also managed the Debtor and was responsible for the day-to-day
operation of the real estate prior to 2010.  Bea Kabbani was
appointed manager of the Debtor in 2011.  Sam and Bea Kabbani are
married to each other.  In August 2010, a receiver was appointed
by the state court to take over control and possession of the real
estate.

On June 5, 2011, the Debtor filed its Third Amended Plan of
Reorganization, which proposed a sale of the Debtor to Bea Kabbani
in exchange for commitment to contribute $150,000 to fund the plan
of reorganization.  To satisfy the absolute priority rule, the
Third Amended Plan provided that if a class of creditors voted to
reject the plan, the Debtor would conduct an auction for the
equity of the Reorganized Debtor.  Itasca Bank, the sole member of
Class 1 under the Third Amended Plan, voted to reject that plan.
Consequently, an auction was held and Itasca Bank declared the
winner.  After Istaca Bank purchased the equity of the Debtor, it
supported the Fifth Amended Plan that was confirmed without
objection by any creditor of the Debtor.  That Plan extinguished
the equity interest held by Sam Kabbani.  The Debtor's Fifth
Amended Plan was confirmed by the Court by order dated Nov. 15,
2011.  The Effective Date of the Plan was Dec. 1, 2011.


480 BUNNELL: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 480 Bunnell Street, LLC
        480 Bunnell Street
        Bridgeport, CT 06607

Bankruptcy Case No.: 12-51736

Chapter 11 Petition Date: September 24, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Jeffrey M. Sklarz, Esq.
                  CONVICER, PERCY & GREEN, LLP
                  701 Hebron Avenue
                  Glastonbury, CT 06033
                  Tel: (203) 218-5498
                  Fax: (203) 367-9678
                  E-mail: jsklarz@convicerpercy.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 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ctb12-51736.pdf

The petition was signed by Raymond Weiner, member.


AFA FOODS: Court Nixes Portions of Counterclaims Against GOPAC
--------------------------------------------------------------
On Nov. 14, 2011, Emmie Jones filed an eight-count complaint
naming both Fairbank Reconstruction Corp., an affiliate of AFA
Foods Inc., and Greater Omaha Packing Company, Inc.  Fairbank
answered the complaint by filing multiple cross-claims against
Greater Omaha Packing, including (1) Breach of Contract (Count I),
(2) Contractual Indemnity (Count II), (3) Contribution and
Indemnity on Plaintiff's Strict Liability Claim (Count III), (4)
Contribution and Indemnity on Plaintiff's Breach of Warranty Claim
(Count IV), and (5) Contribution and Indemnity on Plaintiff's
Negligence Claim (Count V).  Greater Omaha Packing seeks dismissal
of Count I and partial dismissal of Count II to the extent that
both claims seek damages above and beyond what Fairbank might pay
in connection with the Plaintiff's claims.  Greater Omaha Packing
primarily argues that allowing Fairbank to press these broader
crossclaims violates personal jurisdiction.

Fairbank, a New York corporation with a principal place of
business in Asheville, New York, is in the business of processing
and selling ground beef, primarily to grocery store chains.  All
of the ground beef sold by Fairbank is processed in Ashville, New
York using raw beef trim, which Fairbank purchases from other beef
packing establishments.

Greater Omaha Packing or GOPAC, a Nebraska corporation with a
principal place of business in Omaha, Nebraska, operates a beef
slaughter and fabrication establishment. GOPAC has a weekly
production of between 14,000 and 15,000 steers, which yields
approximately 150,000 boxes of beef and variety meats, which are
sold throughout the United States and exported to over 50
countries around the world.  As part of its operations, GOPAC
sells raw beef trim.  During the time period relevant to this
case, GOPAC supplied raw beef trim to Fairbank with the
understanding that Fairbank would process the trim into ground
beef products for human consumption.

In early 2009, GOPAC signed Fairbank's "Product (Raw Material)
Guarantee."  Fairbank maintains that under the terms of this
Guarantee GOPAC is required to indemnify Fairbank.  Fairbank
further alleges that GOPAC provided raw beef trim to Fairbank on
or around Sept. 11, 2009, that did not comply with the Raw
Material Specifications because it contained E. coli O157:H7. On
Sept. 14, 15, and 16, 2009, Fairbank processed the GOPAC trim at
its Ashville, New York facility.  The end result was ground beef
that was then distributed to multiple retail chains, including
Shaw's, which operates multiple grocery stores in Maine.

On Oct. 31, 2009, Fairbank issued a voluntary recall of 545,699
pounds of ground beef, which had been processed at its Ashville,
New York facility on Sept. 14, 15 and 16, 2009.  Fairbank's recall
was based on analysis of epidemiological data collected by public
health agencies investigating a cluster of E. coli O157:H7
illnesses.  In its lawsuit, Emmie Jones alleges that her child,
M.J., was one of the people sickened in the 2009 Northeast
Outbreak.

At the Aug. 31st conference, counsel for Fairbank represented that
these recall-related losses exceed $500 million.

With respect to Count II, GOPAC's Motion acknowledges that Count
II may proceed as a crossclaim to the extent Fairbank seeks
contractual indemnity on any fees or expenses related to Ms.
Jones' claims.  However, GOPAC seeks dismissal of Count II to the
extent it seeks indemnity related to other 2009 Northeast Outbreak
personal injury cases.  There have been multiple other cases filed
in a variety of jurisdictions in the Northeast.

In a Sept. 11, 2012 Order available at http://is.gd/AwDFDvfrom
Leagle.com, District Judge George Z. Singal said it lacks the
requisite personal jurisdiction over GOPAC on the contested
crossclaim for breach of contract.  The Court granted GOPAC's
Partial Motion to Dismiss.  Specifically, Count I is dismissed
without prejudice.  With respect to Count II, the claim will
remain to the extent it seeks contractual indemnity for any
amounts related to Ms. Jones' claims.  However, Count II is
dismissed without objection and without prejudice to the extent it
seeks contractual indemnity for any amounts related to other
personal injury claims pressed by persons sickened during the 2009
Northeast Outbreak.

The lawsuit is EMMIE JONES, as Parent and Guardian of MJ, a minor,
Plaintiff, v. FAIRBANK RECONSTRUCTION CORP. et al, Defendants.
No. 11-cv-437-GZS (D. Maine).

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

Yucaipa, the owner and junior lender, has agreed to a settlement
that would generate cash for unsecured creditors under a
liquidating Chapter 11 plan.  Under the deal, Yucaipa will receive
$11.2 million from the $14 million, with the remainder earmarked
for unsecured creditors.  Asset recoveries above $14 million will
be split with Yucaipa receiving 90% and creditors 10%.  Proceeds
from lawsuits will be divided roughly 50-50.

In return, Yucaipa will receive release from claims and lawsuits
the creditors might otherwise bring.  An affiliate of Yucaipa has
a $71.6 million second lien and would claim the remaining assets
absent settlement.


AK STEEL: Moody's Reviews 'B1' CFR/PDR for Downgrade
----------------------------------------------------
Moody's Investors Service placed AK Steel Corporation's (AK STEEL)
B1 corporate family and probability of default ratings as well as
the company's B2 senior unsecured notes and revenue bond ratings
under review for possible downgrade. The revenue bonds have
separate loan agreements with AK Steel Corporation, guaranteed by
AK Steel Holding Corporation and are ultimately obligations of the
company. At the same time, Moody's downgraded the Speculative
Grade Liquidity Rating to SGL-3 from SGL-2.

Downgrades:

  Issuer: AK Steel Corporation

     Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

On Review for Possible Downgrade:

  Issuer: AK Steel Corporation

     Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

     Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

     Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently B2

     Senior Unsecured Shelf, Placed on Review for Possible
     Downgrade, currently (P)B2

  Issuer: Butler County Industrial Dev. Auth., PA

     Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently B2

  Issuer: Ohio Air Quality Development Authority

     Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently B2

  Issuer: Rockport (City of) IN

     Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Downgrade, currently B2

Outlook Actions:

  Issuer: AK Steel Corporation

     Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

The review for downgrade reflects the deterioration in AK Steel's
debt protection metrics as a result of ongoing weakness in
operating performance and net losses being incurred. Given the
headwinds facing the steel industry, downward pressure on steel
prices, and slowing economic fundamentals, Moody's anticipates
that performance will continue to evidence a negative trend. In
addition, although the company should benefit, on a lag basis,
from some cost improvement given the decline in iron ore and
coking coal prices, the likely volume and price compression will
outweigh such potential benefit.

The review will focus on the company's cost position, outlook for
end markets served, particularly automotive, a key market for AK
Steel, and capital expenditure requirements for AK Coal and
Magnetation LLC.

The downgrade of the Speculative Grade Liquidity rating to SGL-3
reflects the weaker operating cash flow generation capability and
higher reliance on the $1.1 billion asset backed revolving credit
facility (ABL - $325 million drawn at June 30, 2012 versus $250
million at December 31, 2011). Although Moody's would anticipate
that some seasonal reversal of working capital requirements will
occur by the fourth quarter, the weaker earnings performance will
continue to pressure the level of operating cash flow that can be
generated. The SGL-3 acknowledges the lack of meaningful debt
maturities over the next twelve to eighteen months and the
availability under the ABL.

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

Headquartered in West Chester, Ohio, AK Steel is a middle tier,
high quality, integrated steel company producing flat-rolled
carbon steels, including coated, cold-rolled and hot-rolled steels
as well as specialty stainless and electrical steels. Revenues for
the twelve months through June 30, 2012 were $6.1 billion and
steel shipments were approximately 5.5 million tons.


ALLBRITTON COMMUNICATIONS: S&P Ups CCR to 'B+' on Debt Reduction
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Arlington, Va.-based TV broadcaster Allbritton
Communications Co. to 'B+' from 'B'. The rating outlook is stable.

"We also raised our issue-level rating on the company's senior
unsecured notes to 'B+' from 'B', in conjunction with the
corporate credit rating change. The recovery rating on the notes
remains at '4', indicating our expectation for average (30% to
50%) recovery in the event of a payment default," S&P said.

"Our upgrade reflects our expectation that the company will
maintain debt to average-trailing-eight-quarter EBITDA of less
than 6.5x while keeping shareholder dividends in line with free
operating cash flow generation," said Standard & Poor's credit
analyst Naveen Sarma.

Leverage on a trailing-eight-quarter average EBITDA basis was 6.1x
as of June 30, 2012, and dividends over the last 12 months were
about 57% of free operating cash flow.

"Our rating on Allbritton reflects our assessment of the company's
business risk profile as 'weak' and its financial risk profile as
'highly leveraged,' based on our criteria. We view Allbritton's
business risk profile as weak because of its lack of critical
mass, its small revenue base concentrated in a limited number of
TV markets (especially Washington DC), and its station affiliation
with only one major broadcast network. Key factors in our
financial risk profile assessment include its high debt to EBITDA,
narrow cushion of compliance with its financial covenants, and an
aggressive financial policy of using free cash flow and revolving
credit borrowings to make distributions to its parent. The
company's current ratios of debt to average trailing-eight-quarter
EBITDA of 6.1x and funds from operations to debt of 4.1% are in
line with Standard & Poor's financial risk indicative ratios of
greater than 5x and less than 12%, respectively, for a highly
leveraged financial risk profile," S&P said.

"Allbritton owns and operates a relatively small TV station
portfolio covering one large and five midsize markets ranked from
No. 8 to No. 68, reaching about 5% of U.S. TV households. The
company is dependent on economic trends in the
Washington/Virginia/Maryland region because its largest station--
the ABC affiliate WJLA in Washington, D.C.--contributes a large
proportion of the company's cash flow. Also, all of Allbritton's
stations are affiliated with the ABC Network, which makes the
company vulnerable to shifts in ABC's primetime ratings.
Allbritton renewed it affiliation agreement with ABC on Sept. 14,
2012. We view local TV broadcasting as vulnerable to structural
changes in the media and entertainment industry. We expect
competition from alternative media will continue to erode
viewership and, ultimately, advertising revenue over the long
term. To its benefit, Allbritton's news programs rank No. 1 or No.
2 in early and late news in most of its markets. Strong news
programming helps build stable and loyal audiences that, at times,
can overcome weakness in network ratings and help attract
election-related advertising," S&P said.


AMERICAN ARCHITECTURAL: Univest Objects to Continued Use of Cash
----------------------------------------------------------------
Univest Bank and Trust Company opposes American Architectural,
Inc., and Advanced Acquisitions LLC's continued use of cash
collateral beyond Sept. 23, 2012, the time period provided for in
the third interim order which was entered by the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania on Aug. 22, 2012.

Univest tells the Court that as previously discussed in its first
objection to the continued use of cash collateral AAI had
projected business receipts in excess of $2.4 million between the
Petition Date and July 22, 2012, but the actual receipts during
this time period totaled a mere $438,119, or less than 20% of the
projected revenues reported in connection with the First Interim
Order.

Since that time, according to papers filed with the Bankruptcy
Court, Univest has been unable to fully review or analyze the
financial aspects of the AAI's operations, as both the Debtors
have failed to file any monthly operating reports beyond the
period ending June 30, 2012.

Further, according to Univest, the Debtors appear to be attempting
a liquidation of the majority of their property, including the
subcontracts that are supposedly keeping them operational, but
continue to pay certain and significant operating costs, including
the salary of John C. Melching, Jr., totaling $4,892.25 per week,
along with a vehicle allowance of $548.27 per month.

In addition, Univest relates, the Debtors have made payments to
certain materialmen and subcontractors in contravention of
Univest's prior perfected security interest without authority.

Lastly, Univest is asking why Debtors, who are selling
substantially all of their assets, need to continue to use cash
collateral at the same rate as immediately following the Petition
Date, when they were allegedly fully operational.

AAI owed Univest $5,369,609.83 as of the Petition Date, while the
aggregate amount owed to Univest by AA amounted to $2,014,424.31,

                 About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.  Maschmeyer
Karalis P.C. serves as the Debtors' general bankruptcy counsel.
Douglas Ziegler LLC serves as accountants.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of noteworthy projects.
Recently, AAI completed the east coast's largest canopy for
Goldman Sachs and has recently closed its fourth major World Trade
Center rebuild project.

The petitions were signed by John Melching, president and CEO.

The Debtors listed assets of $3,874,952 and liabilities of
$2,912,684.


AMERICAN AIRLINES: Ready to Resume Contract Talks, Pilots Say
-------------------------------------------------------------
Doug Cameron at Dow Jones' Daily Bankruptcy Review reports that
the parent of American Airlines is seeking to restart contract
talks with flight crew in the wake of a staff shortage and
operational issues that have forced it to cancel hundreds of
flights, its pilots' union said Monday.

                          About AMR Corp.

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).


ATLAS PIPELINE: S&P Rates $300 Million Senior Unsecured Notes 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue rating
and '5' recovery rating to Atlas Pipeline Partners L.P.'s $300
million senior unsecured notes offering. The partnership intends
to use proceeds to repay borrowings under its revolving credit
facility. Atlas is a midstream energy partnership that specializes
in natural gas gathering and processing, and the transportation of
natural gas liquids. "Our corporate credit rating on Atlas is
'B+', and the outlook is stable. As of June 30, 2012, Atlas had
about $713 million in debt, a debt to EBITDA ratio of about 4x,
and adequate liquidity," S&P said.

RATINGS LIST

Atlas Pipeline Partners L.P.
Corp. credit rating                B+/Stable/--

New Rating
$300 mil. senior unsecured notes   B
Recovery rating                   5


ATRIUM COS: S&P Cuts Corp. Credit Rating to 'CCC+'; CCR on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based Atrium Cos. Inc. to 'CCC+' from 'B-'. "In
addition, we lowered our issue-level rating on Atrium's $185
million term loan to 'CCC+' (same as the corporate credit rating)
from 'B-'. The recovery rating remains '3', indicating our
expectation for meaningful (50% to 70%) recovery in the event of
payment default," S&P said.

"At the same time, we placed all the ratings on CreditWatch with
negative implications. This means we could lower or affirm the
ratings following the completion of our review," S&P said.

"The downgrade and CreditWatch placement primarily reflect our
assessment of the deterioration in the company's liquidity
position due to weaker-than-expected demand for replacement
windows and doors and tightening covenants," said credit analyst
Maurice Austin. "We estimate that headroom under its senior
secured leverage covenant is likely to remain below 10% into
2013 because of weaker than previously anticipated EBITDA."

"In resolving the CreditWatch listing we will meet with management
and assess its plans to enhance liquidity and obtain covenant
relief," S&P said.

"We could affirm the ratings if the company successfully
negotiates covenant relief or if covenant pressures are eased by
other means, such as an equity infusion by the company's owners.
We would lower our rating if these efforts are not successful and
a covenant default appears likely," S&P said.


ATTACK PROPERTIES: District Court Affirms Case Dismissal
--------------------------------------------------------
Attack Properties, LLC, lost in its appeal from the Bankruptcy
Court order dismissing its Chapter 11 case and excusing a receiver
appointed in a state-court foreclosure action from turning over
the Debtor's athletic training facility as required under
11 U.S.C. Sec. 543(b).

In affirming the Bankruptcy Court ruling, District Judge Joan B.
Gottschall found no clear error in the Bankruptcy Court's factual
findings concerning the unlikelihood that Attack Properties could
successfully confirm a plan.

In 2007, Old Second National Bank loaned Attack Properties
$9.946 million to develop the Property for Attack Athletics Inc.'s
use.  Athletics Inc. and Mr. Grover guaranteed payment on the
note. Attack Properties then defaulted on the loan, and in 2010,
the Bank filed a foreclosure action in Illinois state court.  The
state court appointed a receiver, and, given Athletics Inc.'s
default, the receiver filed a separate action seeking eviction.

In August 2011, the court in the eviction action ordered Athletics
Inc. to turn over the Property to the Bank, and in September 2011,
that court entered judgment in favor of the receiver in the amount
of $384,474 in past rent and late charges.  Although Mr. Grover
and Athletics Inc. were ordered to turn the Property over to the
Bank, they remained in possession of the Property for several
months; they also continued to collect rental payments and
payments for training services.

In the foreclosure action, the receiver moved for a rule to show
cause why Mr. Grover and Athletics Inc. should not be held in
contempt for violating the state court's prior orders in the case.
Mr. Grover and Athletics Inc. responded by attempting to halt the
eviction.  The foreclosure court was not convinced, and ordered
relinquishment of the Property on Dec. 2, 2011.  The court also
ordered Attack Properties, Athletics Inc., and Mr. Grover to turn
over to the receiver "all monies in their possession or received
since March 21, 2011 from any person or entity for the use, access
or any other reason relating to the Property."

When the receiver finally took possession of the Property in
December 2011, he discovered that Athletics Inc. and Mr. Grover
had received over $750,000 for training services conducted at the
Property after the receiver had been appointed.  The issue was
raised before the foreclosure court, and that court determined
that the Bank had made a prima facie showing that Attack
Properties, Athletics Inc., and Mr. Grover were in contempt of the
original order appointing the receiver.  The court required them
to show cause why they should not be held in contempt.  In January
2012, the foreclosure court also entered a judgment of foreclosure
against Attack Properties on the note and against Athletics Inc.
and Mr. Grover on the guarantees.  This resulted in a judgment of
$10,170,452 in favor of the Bank.

The Property was scheduled for a foreclosure sale on April 13,
2012, but just minutes before the sale could take place, Attack
Properties filed a chapter 11 bankruptcy petition putting on hold
the planned sale.  The resulting bankruptcy case is the single-
asset real estate case.

The Bank moved on an emergency basis for an order excusing the
receiver from turning over the property.  The Bankruptcy Court
found there had been prepetition mismanagement and that there was
no real likelihood of reorganization, which meant that turnover of
the Property was not in the best interest of creditors.  The
Bankruptcy Court explained that, given that Mr. Grover had
violated the foreclosure court's order by failing to pay income
and rent to the receiver, and that Mr. Grover had taken money from
Attack Properties' business account and used it for personal
expenses, the court had no confidence that Mr. Grover and Attack
Properties would use the Property for the benefit of the
creditors. Given the lack of progress in the case, the bankruptcy
court invited motions to dismiss.

The Bank also made a separate request seeking dismissal of the
case.  While that motion was being briefed, the Bank assigned its
interest in the loan to Ringgold Capital IV LLC.

In evaluating the motion to dismiss, the Bankruptcy Court
commented on Attack Properties' many deficiencies in the
bankruptcy proceedings, including its failure to move the case
forward, its neglect in retaining counsel under 11 U.S.C. Sec.
327(a), its failure to use cash collateral pursuant to the
requirements of 11 U.S.C. Sec. 363(c), its neglect in proposing
(or even indicating that it was formulating) a disclosure
statement or reorganization plan, and its failure to file monthly
operating reports.  The Bankruptcy Court concluded that Attack
Properties had no reasonable likelihood of reorganization, noting
that 89 days after filing a bankruptcy petition, Attack Properties
had yet to propose a plan for reorganization.  Pursuant to 11
U.S.C. Sec. 362(d)(3), the Bankruptcy Court was required after 90
days to lift the stay in the case unless the Debtor had filed a
plan for reorganization or commenced monthly payments.  The
Bankruptcy Court did not believe that a plan could be filed in
time to avoid the lifting of the stay.

A copy of the District Court's Sept. 11, 2012 Memorandum Opinion &
Order is available at http://is.gd/0RnYv7from Leagle.com.

                      About Attack Properties

Attack Properties LLC owns an athletic training facility located
at 2641 West Harrison Street in Chicago.  Timothy Grover is the
sole owner of both Attack Properties and Attack Athletics, Inc., a
professional athletic training business that leases and operates
out of the Property.

Attack Properties, in Chicago, Illinois, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-15055) on April 13, 2012.
Judge A. Benjamin Goldgar oversaw the case. Jason W. Bruce, Esq.,
in Chicago, serves as the Debtor's counsel.  In its petition,
Attack Properties estimated $1 million to $10 million in assets,
and $10 million to $50 million in debts.  The petition was signed
by Timothy Grover, sole member and manager.

Attack Properties' schedules valued the Property at $4 million and
listed claims secured by the Property totaling $12,211,359 (the
Bank's $10,170,452 first mortgage as well as a $2,040,907 second
mortgage belonging to an entity called Sofer Cor 504), as well as
unsecured claims totaling $1,506,700.


BANKS HOLDING: Court Dismisses Chapter 11 Case
----------------------------------------------
Upon the motion filed by the Office of the Bankruptcy
Administrator, and with the consent of all parties present at the
hearing, including counsel for debtor Banks Holding, L.P., the
U.S. Bankruptcy Court for the Western District of North Carolina
ordered the dismissal of the Debtor's Chapter 11 case.

The Bankruptcy Administrator cited: (i) that the Debtor has not
filed monthly status reports; (ii) that the Debtor's commercial
general liability insurance policy expired on April 19, 2012,
however, Debtor has not provided the Bankruptcy Administrator with
a renewed insurance policy; (iii) that a Consent Order was entered
on Nov. 9, 2011, granting relief from the automatic stay effective
March 1, 2012; and (iv) Debtor has not filed a Disclosure
Statement or a Plan of Reorganization and has not sought an
extension of time to file them.  Thus, the Bankruptcy
Administrator contends that cause exists to dismiss the Debtor's
case.

Burnsville, North Carolina-based Banks Holding Company, L.P.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. N.C. Case
No. 11-10258) on March 18, 2011.  The Debtor's principal is Randy
Banks.  In its schedules, the Debtor disclosed $28,047,029 in
total assets and $7,385,010 in liabilities.  Edward C. Hay, Jr.,
Esq., at Pitts, Hay & Hugenschmidt, P.A., serves as the Debtor's
bankruptcy counsel.


BATH BRIDGEWATER: Court Requires Evidence on Bank Deficiency Claim
------------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse approved the disclosure
statement explaining the Chapter 11 plan of reorganization filed
by Bath Bridgewater South, LLC.  The Court, however, requires
supplemental documentary evidence from the parties to complete its
analysis of whether Capital Bank N.A. has a deficiency claim which
would, if determined in the affirmative, defeat the existence of
an impaired accepting class.

The Debtor filed the Plan on Dec. 5, 2011.  Capital Bank objected.
Confirmation hearings began on Jan. 26, 2012, and were carried
over on Feb. 6, 2012; May 15-17, 2012; and June 11, 2012.  Upon
the conclusion of the hearings and at the request of the Court,
the Debtor and Capital submitted post-hearing briefs in lieu of
closing arguments.

Bath Bridgewater South, LLC, is a North Carolina limited liability
company engaged in the business of owning and developing
residential real property subdivisions in Bath, North Carolina.
The Debtor's Schedule A lists real property divided among three
subdivisions known as Catnip Estates, Bath Bridgewater South, and
Bath Bridgewater West.  The properties serve as security for a
promissory note executed by the Debtor on July 6, 2006, in favor
of Capital Bank, in the principal amount of $3,850,000, along with
the Bridge Lot.

On Sept. 6, 2011, at a point when the Debtor faced foreclosure,
the Debtor filed its petition under Chapter 11.  The Debtor
scheduled its real property assets at $8,744,500 with encumbrances
of $3,482,354.  Capital Bank filed a proof of claim on Oct. 7,
2011, in the amount of $2,587,936.  During the hearing, Capital
Bank presented an exhibit in which it modified its position as to
the amount due on the petition date to $2,760,939.

The Debtor seeks confirmation pursuant to 11 U.S.C. Sec. 1129(b),
the cram-down provision of the Bankruptcy Code.

A copy of the Court's Sept. 20, 2012 Order is available at
http://is.gd/WKnzPRfrom Leagle.com.

Bath Bridgewater South, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D.N.C. Case No. 11-06817) on Sept. 6, 2011.  Judge
Stephani W. Humrickhouse presides over the case.  George M.
Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as the
Debtor's counsel.  In its petition, the Debtor estimated
$1 million to $10 million in assets and debts.  The petition was
signed by John W. Baldwin, member manager.

An affiliate, Sailboat Properties LLC, filed for Chapter 11
petition (Bankr. E.D.N.C. Case No. 10-03718) on May 7, 2011.


BIOZONE PHARMACEUTICALS: Ends Nian Wu Patent License
----------------------------------------------------
Biozone Pharmaceuticals, Inc., entered into a Separation and
Release Agreement with Nian Wu, a consultant to the Company.

Under the terms of the Separation Agreement, the parties agreed to
terminate the License Agreement dated as of Feb. 12, 2012,
granting the Company the right to utilize certain of Mr. Wu's
patents relating to "Sugar Lipid Technology" for the potential
commercial formulation of Propofol, and the distribution rights
granted by the Company to Opko Health, Inc.  Mr. Wu also tendered
for cancellation 6,650,000 shares of the Company's common stock
issued in connection with the acquisition of certain patent rights
from Biozone Laboratories, Inc., and affiliates in June 2011.

As a result of the foregoing, the Company terminated its research
and development activities, including personnel connected with
those efforts, in Princeton New Jersey and Mr. Wu agreed to use
his best efforts to assume the Company's lease.  The Separation
Agreement became effective on Sept. 20, 2012, upon acceptance by
Opko Health, Inc.

On Sept. 20, 2012, the Company also entered into a Limited License
Agreement pursuant to which the Company granted Mr. Wu a limited
non-exclusive worldwide license to certain of its patents,
originally co-invented by Mr. Wu and assigned to the Company.
Under the terms of the License Agreement, each of the Company and
Mr. Wu agreed to pay the other a royalty equal to 5% of their
respective quarterly net sales of Covered Products that rely on
any Valid Claims.  Additionally, each of the Company and Mr. Wu
agreed to pay the other 50% of all fees or other payments in
consideration for any rights granted under a sublicense of the
patents assigned under the License Agreement.

The License Agreement is effective until the expiration of the
last to expire licensed patents unless sooner terminated pursuant
to the terms of the License Agreement.

A copy of the Separation Agreement is available at:

                        http://is.gd/3WXN5Q

A copy of the License Agreement is available at:

                        http://is.gd/zOgBya

                    About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Paritz and Company. P.A., in Hackensack,
N.J., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company does not have sufficient cash balances to meet working
capital and capital expenditure needs for the next twelve months.
In addition, as of Dec. 31, 2011, the Company has a shareholder
deficiency and negative working capital of $4.37 million.  The
continuation of the Company as a going concern is dependent on,
among other things, the Company's ability to obtain necessary
financing to repay debt that is in default and to meet future
operating and capital requirements.

Biozone reported a net loss of $5.45 million in 2011, compared
with a net loss of $319,813 in 2010.

The Company's balance sheet at June 30, 2012, showed $9.07 million
in total assets, $13 million in total liabilities, and a
$3.93 million total shareholders' deficiency.


BMB MUNAI: Board to Effect Second Cash Distribution
---------------------------------------------------
BMB Munai, Inc., previously entered into a Participation Interest
Purchase Agreement with MIE Holdings Corporation, and its
subsidiary, Palaeontol B.V., pursuant to which the Company agreed
to sell all of its interests in its wholly-owned subsidiary Emir
Oil, LLP, to Palaeontol.  The initial purchase price was $170
million and was subject to various closing adjustments and the
deposit of $36 million in escrow to be held for a period of 12
months following the closing for indemnification purposes.  The
sale of assets pursuant to the amended Purchase Agreement closed
on Sept. 19, 2011, and on Oct. 24, 2011, the Company distributed
$1.04 per share.

On Sept. 20, 2012, the escrow period expired and the Company
received the entire $36 million being held in escrow without any
depletion for indemnification obligations.

The Company's board of directors expects to meet to determine the
timing and amount of a second cash distribution to the Company's
stockholders, after giving effect to required fund allocations,
actual costs incurred and other factors.  Among the required fund
allocations are the previously disclosed deferred extraordinary
event payment due to Boris Cherdabayev and payments to Boris
Cherdabayev and Toleush Tolmakov of their deferred initial
distribution amounts, which payments were deferred by Messrs.
Cherdabayev and Tolmakov to increase the amount of funds available
to the Company's other stockholders in the initial distribution.

                          About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.

BMB Munai reported a net loss of $139.21 million for the year
ended March 31, 2012, compared with net income of $4.88 million
for the year ended March 31, 2011.

The Company's balance sheet at June 30, 2012, showed $38.95
million in total assets, $18.32 million in total liabilities, all
current, and $20.62 million in total shareholders' equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company will have no
continuing operations that result in positive cash flow, which
raises substantial doubt about its ability to continue as a going
concern.


BONTEN MEDIA: S&P Cuts Corp. Credit Rating to 'CCC' on Refinancing
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based TV broadcaster Bonten Media Group
Inc. to 'CCC' from 'CCC+'. The rating outlook is negative.

"In conjunction with the downgrade, we raised our issue-level
rating on the company's senior secured credit facility to 'B-'
(two notches higher than the 'CCC' corporate credit rating) from
'CCC+'. We also revised the recovery rating on the notes to '1'
from '3'. The '1' recovery rating indicates our expectation of
very high (90%-100%) recovery for secured credit facility lenders
in the event of a payment. The upgrade reflects an increase in our
estimated default-level recovery valuation given the company's
good performance and our expectations that industry core revenue
trends and sales multiples will remain stable in the near term,"
S&P said.

"In addition, we lowered our issue-level rating on Bonten's 9%
subordinated toggle notes due 2015 to 'CC' (two notches lower than
the corporate credit rating) from 'CCC-'. The recovery rating
remains '6', indicating our expectation of negligible (0%-10%)
recovery for subordinated noteholders in the event of a payment
default," S&P said.

"Standard & Poor's rating on Bonten reflects the company's
extremely high leverage and 'weak' liquidity," said Standard &
Poor's credit analyst Minesh Patel.

"Bonten has high debt service requirements and near-term debt
refunding needs for its revolving credit facility, which is almost
fully drawn as of June 30, 2012 and matures on May 31, 2013. These
factors underpin our 'highly leveraged' financial risk profile
assessment of the company. Our rating on Bonten also reflects our
assessment of its business risk profile as 'vulnerable,' because
of its small TV station portfolio, and significant revenue
concentration (about 64% of fiscal 2011 revenues) in Tri-Cities
(Tennessee/Virginia) and Greenville, N.C.," S&P said.

"The negative rating outlook reflects our concern that Bonten
could have difficulty maintaining sufficient operating momentum
and liquidity to address its 2013 debt maturity. A revision to
stable or an upgrade, neither or which we regard as likely, would
require that the company address its near-term maturities with a
minimal increase in borrowing spread, demonstrate its ability to
restore liquidity by improving its cash flow--especially in
nonelection years--and communicate and implement a credible plan
that reduces its excessively high debt leverage," S&P said.


BRANDYWINE REALTY: Fitch Rates $600-Mil. Sr. Unsecured Loans 'BB+'
------------------------------------------------------------------
Fitch Ratings affirms the following credit ratings of Brandywine
Realty Trust (NYSE: BDN) and its operating partnership, Brandywine
Operating Partnership, L.P. (collectively Brandywine):

Brandywine Realty Trust

  -- Issuer Default Rating (IDR) at 'BB+';
  -- Preferred stock at 'BB-'.

Brandywine Operating Partnership, L.P.

  -- IDR at 'BB+';
  -- Unsecured revolving credit facility at 'BB+';
  -- Senior unsecured notes at 'BB+.'

Additionally, Fitch assigns a rating of 'BB+' to the $600 million
of senior unsecured term loans.

The Rating Outlook is Stable.

The rating affirmation reflects the company's credit strengths,
including its manageable debt maturity and lease expiration
schedules, granular tenant base, and healthy access to capital
markets.  Operating fundamentals in Brandywine's markets remain
weak and likely will be so in the near to medium term. However,
Fitch expects the company's leverage and coverage metrics to
remain appropriate for the rating category over the next 12-24
months.

Overall, Brandywine's credit profile is improving and
fundamentals, though still weak are showing signs of improvement.
Fitch does not anticipate that Brandywine's credit profile will
improve enough over the next 12-24 months to warrant an Outlook
revision to Positive at this time, despite this improvement.

The economic recovery remains fragile, with the high unemployment
rate continuing to adversely impact business prospects of many of
Brandywine's tenants.  Brandywine's portfolio is focused in the
Mid-Atlantic region, with the top regions represented by the
Pennsylvania suburbs (29.1% of NOI for the three months ended June
30, 2012) Philadelphia central business district (24%),
Metropolitan D.C. (19.6%), New Jersey/Delaware (12.7%), Richmond,
VA (6.5%), Austin (5.5%) and California (2.6%).

The company's portfolio benefits from tenant diversification, with
the top 10 tenants representing 24.3% of total base rent at June
30, 2012 and no tenant except for the U.S. Government Services
Administration (GSA) comprises more than 4% of total base rent.

The company's geographic focus, with exposure to some weaker
submarkets with low barriers to entry, has provided limited growth
notwithstanding decent performance by the stronger CDB and urban
core markets, most notably the Philadelphia CBD and the
Pennsylvania Crescent markets.  Same-store NOI on a cash basis
declined 5.2%, 3.7% and 2.7% in 2011, 2010 and 2009, respectively.
However, SSNOI grew 1.8% in 1Q 2012, before declining 0.7% in 2Q
2012. Fitch projects SSNOI will grow 1.6% in 2012, largely driven
by increasing occupancy, offset by negative leasing spreads.

Since 2006, Brandywine has underperformed its selected office peer
group by approximately 310 bps in both same-property NOI growth
performance and occupancy statistics.  Brandywine has also
underperformed its markets on an NOI basis, as followed by
Property & Portfolio Research (PPR), by approximately 150 bps
since 2006.

Weak occupancy and rent growth combined with elevated recurring
capital expenditures have negatively impacted fixed charge
coverage levels.  Fixed-charge coverage for the 12 months ended
June 30, 2012 was 1.5x, unchanged from 1.5x in 2011, and down
slightly from 1.6x in 2010.  This coverage is appropriate for the
'BB+' IDR and significantly below BDN's investment-grade suburban
office peers.  Fitch expects the company's fixed charge coverage
ratio to rise toward 1.9x through 2014, driven by moderately
positive SSNOI growth and moderating recurring capital
expenditures.  Fitch defines fixed-charge coverage as recurring
operating EBITDA less recurring capital expenditures less straight
line rent adjustments, divided by interest expense, capitalized
interest, and preferred dividends.

Leverage (net debt divided by recurring operating EBITDA) remains
appropriate for the 'BB+' rating. Leverage was 7.0x at June 30,
2012, compared with 7.2x and 7.5x at Dec. 31, 2011, and 2010,
respectively.  Fitch expects leverage to decline to 6.7x in 2014,
due primarily to modestly improving fundamentals and asset sales
driving debt reduction.

The Stable Outlook reflects Fitch's view that Brandywine maintains
healthy access to capital, adequate liquidity and solid
unencumbered asset coverage of unsecured debt.

The company's liquidity coverage ratio is strong. Sources of
liquidity (unrestricted cash, availability from the company's
unsecured revolving credit facility, projected retained cash flows
from operating activities after dividends and distributions)
divided by uses of liquidity (debt maturities, projected recurring
capital expenditures and development/redevelopment expenditures)
result in a liquidity coverage ratio of 1.5x for the period July
1, 2012 through Dec. 31, 2014.

The company has adequate unencumbered asset coverage of unsecured
debt of 1.5x as of June 30, 2012 for the 'BB+' IDR, which is lower
than higher-rated suburban office REIT peers.  Fitch calculates
unencumbered asset coverage by estimating BDN's unencumbered NOI
divided by a stressed 9% capitalization rate.

The two-notch differential between Brandywine's IDR and preferred
stock rating is consistent with Fitch's criteria for corporate
entities with an IDR of 'BB'.  Based on 'Treatment and Notching of
Hybrids in Nonfinancial Corporate and REIT Credit Analysis', these
preferred shares are deeply subordinated and have loss absorption
elements that would likely result in poor recoveries in the event
of a corporate default.

The following factors may result in positive momentum on the
ratings and/or Rating Outlook:

  -- Sustained positive same-store NOI growth;
  -- Fitch's expectation of net debt to recurring operating EBITDA
     sustaining below 6.5x (leverage was 7.0x for the 12 months
     ended June 30, 2012);
  -- Fitch's expectation of fixed-charge coverage sustaining above
     2.0x (coverage was 1.5x for the 12 months ended June 30,
     2012).

The following factors may result in negative momentum on the
ratings and/or Rating Outlook:

  -- Leverage sustaining above 8.0x;
  -- Maintaining fixed-charge coverage below 1.5x;
  -- A sustained decline in unencumbered asset coverage below 1.5x
     (defined as annualized unencumbered property net operating
     income divided by a 9% capitalization rate).


BTA BANK: Kazakhstan Proceeding Granted Recognition in U.S. Courts
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
recognized BTA Bank JSC's proceedings in Kazakhstan as foreign
main proceeding within the meaning of Sections 1502(4) and
1517(b)(1) of the Bankruptcy Code.

Petitioner, Askhat Niyazbekovich Beisenbayev, as First Deputy
Chairman of the Bank's Management Board, has been duly appointed,
made responsible for administering the restructuring of the Bank
and been authorized to serve as the foreign representative with
respect to the Kazakhstan Proceeding within the meaning of Section
101(24) of the Bankruptcy Code.

The Debtor and the Foreign Representative are entitled to all of
the relief set forth in Section 1520 of the Bankruptcy Code.

                          About BTA Bank

BTA Bank AO (BTA Bank JSC), formerly Bank TuranAlem AO --
http://bta.kz/-- is a Kazakhstan-based financial institution,
which is involved in the provision of banking and financial
products for private and corporate clients.

The BTA Group is one of the leading banking groups in the
Commonwealth of Independent States and has affiliated banks in
Russia, Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan and Turkey.
In addition, the Bank maintains representative offices in Russia,
Ukraine, China, the United Arab Emirates and the United Kingdom.
The Bank has no branch or agency in the United States, and its
primary assets in the United States consist of balances in
accounts with correspondent banks in New York City.

As of November 30, 2009, the Bank employed 5,043 people inside
and 4 people outside Kazakhstan.  It has no employees in the
United States.  Most of the Bank's assets, and nearly all its
tangible assets, are located in Kazakhstan.

JSC BTA Bank, also known as BTA Bank of Kazakhstan, commenced
insolvency proceedings in the Specialized Financial Court of
Almaty City, Republic of Kazakhstan.  Anvar Galimullaevich
Saidenov, the Chairman of the Management Board of BTA Bank, then
filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 10-10638) on
Feb. 4, 2010, estimating more than US$1 billion in assets and
debts.

On March 9, 2010, the Troubled Company Reporter-Europe reported
that JSC BTA Bank was granted relief in the U.S. under Chapter 15
when the bankruptcy judge in New York recognized the Kazakh
proceeding as the "foreign main proceeding."  Consequently,
creditor actions in the U.S. were permanently halted, forcing
creditors to prosecute their claims and receive distributions
in Kazakhstan.

In the U.S., the Foreign Representative is represented by Evan C.
Hollander, Esq., Douglas P. Baumstein, Esq., and Richard A.
Graham, Esq. -- rgraham@whitecase.com -- at White & Case LLP in
New York City.

The Specialized Financial Court of Almaty approved BTA Bank's debt
restructuring on Aug. 31, 2010, trimming its obligations from
$16.7 billion to $4.2 billion, and extending its longest maturity
dates to 20 year from eight.  Creditors who hold 92 percent of
BTA's debt approved the restructuring plan in May.  BTA reportedly
distributed $945 million in cash to creditors and new debt
securities including $5.2 billion of recovery units (representing
an 18.5% equity stake) and $2.3 billion of senior notes on Sept.
1, 2010.  BTA forecasts profit of slightly more than $100 million
in 2011, Chief Executive Officer Anvar Saidenov told reporters in
Almaty.


BURGER KING: Moody's Rates Sr. Secured Credit Facilities 'Ba3'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Burger King
Corporation's proposed $1.875 billion senior secured facilities.
In addition, all existing ratings of Burger King and Burger King
Capital Holdings, LLC, including the company's B2 Corporate Family
and Probability of Default ratings were affirmed. The outlook is
stable.

Ratings Rationale

Proceeds from the proposed facility will be used to repay and
replace in full the existing revolver and term loan B. Ratings are
subject to the closing of the transaction and Moody's review of
final documentation.

Ratings assigned are:

Burger King Corporation

-- Proposed $150 million senior secured revolver due 2015 rated
    Ba3 (LGD 2, 25%)

-- Proposed senior secured term loan A due 2017 rated Ba3 (LGD 2,
    25%)

-- Proposed senior secured term loan B due 2019 rated Ba3 (LGD 2,
    25%)

Ratings affirmed are:

Burger King Capital Holdings LLC:

-- Corporate Family Rating at B2

-- Probability of Default Rating at B2

-- $685 million (current face amount $579 million) senior
    unsecured discount notes due 2019 rated Caa1 (LGD 6, 94%)

Burger King Corporation

-- existing $150 million senior secured revolver due 2015 rated
    Ba3 (LGD 2, 26%)

-- existing $1.75 billion senior secured term loan B due 2016
    rated Ba3 (LGD 2, 26%)

-- existing $800 million senior unsecured notes due 2018 rated B3
    (LGD 5, 76%)

The B2 Corporate Family Rating reflects the company's relatively
weak debt protection metrics and Moody's view that soft consumer
spending and persistently high level of promotional activity by
its competitors will remain a challenge. The ratings also
incorporate Burger King's relatively aggressive financial policy
that has favored shareholders. The ratings are supported by the
company's meaningful scale, strong brand recognition, geographic
reach, moderate business risk, and very good liquidity. The
ratings also consider the anticipated interest cost savings and
improved liquidity profile with the lengthening of the maturities
from the proposed financing.

The stable outlook reflects Moody's expectation that Burger King
will continue to strengthen debt protection metrics through same
store sales growth, systemwide unit expansion, and debt reduction
in excess of mandatory amortization. The stable outlook also
incorporates Moody's view that Burger King will maintain very good
liquidity.

Factors that could result in upward ratings pressure include a
sustained improvement in operating performance, particularly same
store sales, as well as continued progress in reducing outstanding
debt levels. Specifically, an upgrade could occur in the event the
company is able to sustain debt to EBITDA of under 5.0 times and
EBITA coverage of interest of at least 2.0 times. A higher rating
would also require maintaining very good liquidity.

Ratings could be negatively impacted by a deterioration in same
store sales performance that caused a sustained weakening in
credit metrics from current levels. Specifically, a downgrade
could occur if debt to EBITDA over the next twelve months were to
approach 6.5 times or if EBITA to interest approached 1.1 times. A
material deterioration in liquidity for any reason could also
pressure the ratings.

Burger King Corporation, with headquarters in Miami, Florida,
operates 818 and franchises 11,786 Burger King hamburger quick
service restaurants. Annual revenues are about $2.3 billion,
although systemwide sales are over $15.3 billion.

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


CAMTECH PRECISION: Avstar Proposes to Use Regions Cash Collateral
-----------------------------------------------------------------
Avstar Fuel Systems, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Florida for authority to use cash collateral
of Regions Bank, pursuant to a budget.

Regions is a secured creditor of R&J National Enterprises, Inc.
Avstar and Camtech Precision Manufacturing, Inc., guaranteed the
debt with Regions and entered into a cross-default and cross-
collateralization agreement for the loans with Regions.

Avstar proposes to grant Regions replacement liens on any new
receivables generated by the Debtor.  Additionally, as adequate
protection, the Debtor proposes to pay Regions monthly interest
payments in the amount of $5,225 from September 2012 through
confirmation of the Debtor's plan of reorganization.

In addition, as Debtors should have been paying Regions adequate
protection payments since March 30, 2012, pursuant to prior
orders, Debtor will pay Regions an additional $5,000 per month
until the adequate protection payments that should have been made
to Regions in the aggregate amount of $31,350 has been satisfied
in full.  The first payment will be made on Sept. 27. 2012, and
all subsequent payments will be paid on the 15th of the month.

Additionally, the Debtor will make two additional $20,000 payments
to Regions after all plan payments have been made, representing
payment towards additional protection payments missed during
appeal of the Summary Judgment Order, referring to the adversary
proceeding of the Official Committee of Unsecured Creditors v.
Regions (Case No. 10-3479), which was reversed on March 30, 2012,
on appeal.

The hearing on the cash collateral motion is scheduled for Oct. 2,
2012, at 10:00 a.m.

                      About Camtech Precision

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
Avstar Fuel Systems, Inc., and R & J National Enterprises Inc.
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010.

Avstar, founded in 2007, designs, manufactures and overhauls
carburetors and fuel injection systems for the aviation industry.
Avstar is the holder of Federal Aviation Administration Parts
Manufacturer Approvals for general aviation fuel systems.  Avstar
generates sales primarily from new product sales and overhauls of
carburetors and servos for the general aviation industry.

Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A.,
in Boca Raton, Florida, serves as counsel to the Debtors.  Carlos
E. Sardi, Esq., and Glenn D. Moses, Esq., at Genovese Joblove
Battista P.A., in Miami, Florida, represent the Official Committee
of Unsecured Creditors.  In its schedules, Camtech disclosed
assets of $10.98 million and debts of $14.63 million.


CANYONS AT DEBUQUE: Administrative Claims Bar Date Set for Oct. 16
------------------------------------------------------------------
The Bankruptcy Court for the District of Colorado has ordered that
the administrative bar date for filing proofs of claim is set for
Oct. 16, 2012.

Canyons @ DeBeque Ranch, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Colo. Case No. 12-24993) in Denver on July 18,
2012.  Judge Elizabeth E. Brown oversees the case.  The Debtor is
represented by Jeffrey S. Brinen, Esq., at Kutner Miller Brinen,
P.C., serves as counsel to the Debtor.

Affiliate Bluestone Ridge Ranch East, LLC, aka Bluestone Ridge
Ranch PUD, based in Butte, Montana, filed a separate Chapter 11
petition (Bankr. D. Colo. Case No. 12-24994) on the same day.


CASELLA WASTE: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Rutland, Vt.-based Casella Waste Systems Inc. The
outlook is negative. "At the same time, we placed our ratings on
the senior subordinated notes on CreditWatch with positive
implications pending the completion of the company's proposed
equity and proposed $135 million in new add-on senior subordinated
notes. If the transactions are completed as proposed, we expect to
raise the issue rating on the senior subordinated debt to 'B-'
from 'CCC+' and revise the recovery rating to '5' from '6'," S&P
said.

"We also placed our ratings on the company's $21.4 million in
unsecured industrial revenue bonds on CreditWatch with positive
implications pending the completion of the company's proposed
equity and new debt offering. The bonds were issued by the Finance
Authority of Maine (FAME) in 2005 and are not supported by letter
of credit. If the transactions are completed as proposed, we
expect to raise the issue level ratings on these FAME bonds to
'BB-' from 'B-' and revise the recovery ratings to '1' from '5',"
S&P said.

"The company plans to issue $135 million in new add-on senior
subordinated notes, raise about $50 million of common equity, and
utilize about $15 million in revolver borrowings to repay its $180
million second-lien notes and pay related fees and expenses. The
company is also amending its financial covenants to provide
increased cushion levels as part of this transaction. We expect
the proposed financial covenant cushion levels related to total
leverage and interest coverage will be above 10% after the
completion of the proposed transaction," S&P said.

"The ratings reflect our view of Casella's financial risk as
'highly leveraged' marked by high debt balances and minimal free
cash generation," said credit analyst Henry Fukuchi. "We view
Casella's business risk profile as 'fair', reflecting the
company's participation in a recession-resistant industry, its
competitive market positions in its operating regions, and
generally good profitability despite its somewhat modest scale of
operations."

"The outlook is negative. We could lower the ratings if economic
weakness, price competition, or adverse movements in recycled
commodities or fuel prices cause earnings or cash flow to
deteriorate, so that the company cannot maintain FFO-to-total
adjusted debt of 10% to 15%," S&P said.

"However, we believe Casella could stabilize its credit risk
profile by demonstrating improved operating performance in
subsequent quarters or by divesting noncore assets and using the
proceeds to reduce debt. We believe the company remains committed
to reducing debt (as evidenced by pending equity offering and its
use of asset divestiture proceeds in 2011 to repay term loan
borrowings, reducing debt by more than $100 million). We also
believe that the sale of its unprofitable Maine energy facility,
which it expects to close in December 2012, could help to support
financial metrics.  If this transaction closes, we expect some
benefit to the company's profitability and cash flows in
subsequent quarters," S&P said.

"Still, uncertainty regarding asset sales and internal growth lead
us to the conclusion that it's unlikely that the pace of
deleveraging would be rapid enough to warrant higher ratings
within the next year. While less likely, we could raise the
ratings if there is improvement in operating results or if
proceeds from additional asset sales enable the company to
generate FFO-to-total adjusted debt exceeding 15%. The CreditWatch
listings on the company's senior subordinated notes and $21.4
in unsecured FAME revenue bonds will be resolved upon the
successful completion of its proposed equity and debt offerings.
If completed as proposed, we expect to raise the issue rating on
the senior subordinated debt to 'B-' from 'CCC+' and revise the
recovery rating to '5', from '6'. If the transactions are
completed as proposed, we also expect to raise the issue level
ratings on the $21.4 million of unsecured FAME bonds to 'BB-' from
'B-' and revise the recovery ratings to '1' from '5'.  The higher
ratings reflect our view that recovery prospects for the
noteholders and the FAME bonds will improve following the
completion of the proposed transactions," S&P said.


CAPITOL BANCORP: Seeks Approval of Letter Agreements With ValStone
------------------------------------------------------------------
BankruptcyData.com reports that Capitol Bancorp filed with the
U.S. Bankruptcy Court a motion for approval of its entry into
letter agreements with potential equity investor ValStone Asset
Management.  The letter agreements relate to a potential equity
infusion and bulk sale.

The motion explains, "The Debtors' Amended and Restated
Prepackaged Joint Plan of Reorganization of Capital Bancorp Ltd.
and Financial Commerce Corporation . . . and Disclosure Statement
contemplates that the Debtors will deleverage their operations and
recapitalize their subsidiary banks by, among other things,
consummating: (i) an Equity Infusion . . . pursuant to which the
Debtors will offer shares of New Capitol Bancorp Class B Common
Stock (as defined in the Plan) and Series A Preferred Stock . . .
in an aggregate principal amount of up to $120,000,000; and (ii) a
bulk sale of certain nonperforming assets and loans . . . The
Equity Infusion is a prerequisite to the occurrence of the Plan's
Effective Date."

The Court scheduled an Oct. 3, 2012 hearing on the matter.

                       About Capitol Bancorp

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

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

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

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


CAVALIER HOTEL: Has Interim Access to Cash Collateral
-----------------------------------------------------
Judge Robert A. Mark of the Bankruptcy Court for the Southern
District of Florida has authorized Ocean Drive Investment LLC and
Cavalier Hotel LLC to access the cash collateral of Ridge Hill
Holdings-Miami LLC and Lacasafive S.A.

As of the Petition Date, Ridge Hill Holdings-Miami, LLC, was the
holder of a promissory note dated June 5, 2005, secured by a
mortgage on the Hotel in the approximate sum of $9,931,682.  Ridge
Hill also possesses a collateral assignment of leases and rents
and a security interest in ODI's assets and is the holder of
Amended Consent Final Judgment of Foreclosure and for Liability as
to Breach of Payment Guaranty, dated Aug. 17, 2012.  Lacasafive
S.A., is the holder of a second mortgage dated Jan. 5, 2009, in
the approximate amount of $169,000.  Lacasafive's mortgage claims
to receive an assignment of rents and leases.

Under the cash collateral order, the Debtors are authorized to use
cash collateral to fund ongoing operations in accordance with a
budget.  The Debtors may exceed the line item amount within the
budget by not more than 10% for the Debtors' employee's wages,
maintenance and repairs and credit card merchant fees.  However,
it may not exceed that allowance or the line item amounts for all
other budget items without the consent of Ridge Hill or further
order of this Court.

As adequate protection for any cash collateral expended by the
Debtors pursuant to this Interim Order, Ridge Hill and Lacasafive
are granted a lien on all property owned, acquired or generated
post-petition by the Debtors' continued operations to the same
extent, validity and priority, if any, and of the same kind and
nature as Ridge Hill and Lacasafive had prior to the filing of
this bankruptcy cases to secure an amount of Ridge Hill and
Lacasafive, S.A.'s prepetition claims in all post-petition cash
collateral, equal to the aggregate diminution in value of the
prepetition collateral resulting from the Debtors' use of the cash
collateral.

The Debtors are also required to maintain all necessary insurance
on the Property.

                     About the Cavalier Hotel

Ocean Drive Investment LLC and Cavalier Hotel LLC filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and
12-30451) on Aug. 28, 2012, in Miami to halt foreclosure scheduled
the next day.

Ridge-Hill Holdings-Miami LLC, the owner of the mortgage, was
foreclosing a $9.9 million debt.

The Debtors own the Cavalier Hotel located directly Ocean Drive,
in Miami's South Beach, facing the Atlantic Ocean.  Cavalier has
46 rooms and is just within walking distance to bars, shops,
dining, nightlife, and the nonstop action of South Beach.  The
Debtors also operates the restaurant, known as Crab Shack.

Ocean Drive estimated at least $10 million in assets and
liabilities.  Cavalier Hotel estimated under $50,000 in assets and
at least $10 million in liabilities.

Bankruptcy Judge Robert A. Mark presides over the cases.  The
Debtors are represented by Nicholas B. Bangos, Esq., at Diaz Reus
LLP.


CAVALIER HOTEL: Wants to Employ Nicholas Bangos as Counsel
----------------------------------------------------------
Cavalier Hotel LLC asks the Bankruptcy Court for authorization to
employ Nicholas B. Bangos and the law firm of Nicholas B. Bangos,
P.A., nunc pro tunc to Aug. 28, 2012.

Nicholas B. Bangos, P.A., will provide the Debtor with various
legal services relating to this Chapter 11 case, specifically:

     a. advise the Debtor with respect to its powers and duties as
        debtor-in-possession in the continued management and
        operation of its business and property; attend meetings
        and negotiate with representatives of creditors and other
        parties-in-interest;

     b. advise and consult on the conduct of the chapter 11 case,
        including all of the legal and administrative requirements
        of operating in chapter 11;

     c. advise the Debtor in connection with any contemplated
        sales of assets or business combinations, including the
        negotiation of sales promotion, liquidation, stock
        purchase, merger or join venture agreements, formulate and
        implement bidding procedures, evaluate competing offers,
        draft, appropriate corporate documents with respect to the
        proposed sales and counsel the Debtor in connection with
        the closing of such sales.

     d. advise and represent the Debtor in connection with
        obtaining post-petition financing and making cash
        collateral arrangements, provide advise and counsel with
        respect to pre-petition financing arrangements and provide
        advice to the Debtor in connection with the emergence and
        capital structure, and draft documents relating thereto.

     e. analyze the Debtor's leases and contracts and the
        assumptions, rejections, or assignments thereof and the
        validity of liens against the Debtor's assets, and advise
        the Debtor on matters relating thereto;

     f. advise the Debtor with respect to legal issues arising in
        or relating to the Debtor's ordinary course of business
        including attendance at senior management meetings,
        meetings with the Debtor's financial and turnaround
        advisors and meetings of board of directors;

     g. consult with the Debtors on Florida real estate and land
        use issues and perform various tasks related thereto;

     h. take all necessary actions to protect and preserve the
        Debtor's estate, including prosecuting actions on the
        Debtor's behalf, defending any actions commenced against
        the debtor or its estate, and representing the Debtor's
        interests in negotiations concerning all litigation in
        which the Debtor is or may be involved, including
        objections to claims filed against the debtor's estate;

     i. prepare pleadings in connection with the chapter 11 case
        on the Debtor's behalf, including all motions,
        applications, answers, orders, reports and papers
        necessary to the administration of the Debtor's estate;

     j. negotiate and prepare on the Debtor's behalf a chapter 11
        plan of reorganization or liquidation, disclosure
        statement and all related agreements and/or documents, and
        take any necessary actions on behalf of the Debtor to
        obtain confirmation of such plan;

     k. attend meetings with third parties and participate III
        negotiations with respect to the above matters;

     l. appear before the Court, any appellate courts, and the
        U.S. Trustee to protect and represent the interests of the
        Debtor's estate before such courts and the U.S. Trustee;

     m. perform all other necessary legal services and provide all
        other necessary legal advise to the Debtor in connection
        with this chapter 11 case.

The firm's current hourly rates for matters similar to these
chapter 11 cases range as follows:

         Partners                $450
         Associates              $175-$350
         Paraprofessionals       $125

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

                     About the Cavalier Hotel

Ocean Drive Investment LLC and Cavalier Hotel LLC filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and
12-30451) on Aug. 28, 2012, in Miami to halt foreclosure scheduled
the next day.

Ridge-Hill Holdings-Miami LLC, the owner of the mortgage, was
foreclosing a $9.9 million debt.

The Debtors own the Cavalier Hotel located directly Ocean Drive,
in Miami's South Beach, facing the Atlantic Ocean.  Cavalier has
46 rooms and is just within walking distance to bars, shops,
dining, nightlife, and the nonstop action of South Beach.  The
Debtors also operates the restaurant, known as Crab Shack.

Ocean Drive estimated at least $10 million in assets and
liabilities.  Cavalier Hotel estimated under $50,000 in assets and
at least $10 million in liabilities.

Bankruptcy Judge Robert A. Mark presides over the cases.  The
Debtors are represented by Nicholas B. Bangos, Esq., at Diaz Reus
LLP.


CENTERPLATE INC: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Spartanburg, S.C.-based Centerplate Inc. The
outlook is stable.

"We also assigned our 'B+' issue-level rating to the company's
proposed $342 million five to six year senior secured debt,
consisting of a $75 million revolving credit facility due 2017 and
a $267 million term loan due 2018. The recovery rating on this
debt is '2', indicating our expectation for substantial (70% to
90%) recovery in the event of a payment default. The ratings are
subject to review upon receipt of final information," S&P said.

"The ratings on Centerplate reflect its debt-heavy capital
structure and aggressive financial policy following Olympus
Partners' acquisition of the company," said Standard & Poor's
credit analyst Jacqueline Hui. "The ratings also reflect the low-
value-added--particularly for sports facilities--and cyclical
nature of demand for the company's services, in addition to a very
competitive operating environment."

"Standard & Poor's estimates Centerplate's pro forma adjusted
debt-to-EBITDA leverage is high and increases to about 5.8x after
the transaction, from 4.2x as of July 3, 2012. We expect EBITDA
interest coverage to improve to about 2.0x from about 1.7x because
of the lower-priced proposed debt, and estimate the ratio of
adjusted free operating cash flow to total debt will be weak at
about 5%," S&P said.

"Centerplate, which provides concessions, catering, and
merchandise services at sports facilities, convention centers, and
entertainment facilities in the U.S. and Canada, continues to
participate in a competitive and fragmented industry. The
possibility that professional sports teams at one or more of the
company's key serviced venues could relocate to a new facility or
another city (which would require the company to compete for the
new contract) remains an ongoing risk. Also, competition for new
business and contract renewals remains intense, particularly from
industry competitor ARAMARK Corp. (B+/Stable/--). Centerplate has
a sizable position in concession services, with about $850 million
in sales, but it is relatively small compared to ARAMARK, which
has more than $13 billion in sales. The company also competes
against other sizable national competitors, and numerous small
regional or local competitors. Furthermore, the industry is
cyclical and consumer confidence directly affects attendance at
Centerplate's serviced venues, and therefore its revenues and
profits," S&P said.

"Our stable outlook on Centerplate reflects our expectations for
steady operating performance based on the company's current
contract schedule, and credit metrics to remain in line with the
indicative ratios for a highly leveraged financial risk profile.
We also expect adequate liquidity, including forecasted covenant
cushion of 20% or greater," S&P said.

"We would consider lowering the rating if operating performance
deteriorates. Alternatively, though unlikely over the next year,
we could raise the ratings if the company is able to effectively
manage through an inflationary environment and operating
performance improves; if adjusted leverage is sustained near 4x,
which we estimate could occur if EBITDA increases by 45% (with
debt remaining at current pro forma levels); and if financial
policy does not become more aggressive (possibly through a debt-
funded dividend)," S&P said.


CHATSWORTH INDUSTRIAL: To Report on Plan Payments Nov. 1
--------------------------------------------------------
Chatsworth Industrial Park, LP, has a confirmed plan that requires
it to pay $7.84 million to secured creditor CSFB 2003-C4 Nordhoff
Limited Partnership within 90 days of the effective date and allow
CSFB to retain $279,000 from reserve accounts in lieu of the cure
and reinstatement of its loan.

Pursuant to the modified Third Amended Plan, confirmed June 19,
2012, the reorganized Debtor will pay per diem interest to CSFB
(starting from and after June 1, 2012 on the unpaid amount of the
Payoff Amount) in the amount of $1,197 until the Payoff Amount has
been paid to CSFB.  The interest payments will commence on the
earlier of July 1, 2012 or the Effective Date and the first of
each month thereafter for the interest accruing for the previous
month.

If the Debtor fails to pay the full Payoff Amount plus any
interest due (i.e., the per diem interest of $1,197) by the Due
Date, the Bankruptcy Case will be dismissed, with prejudice and a
bar against a future filing for 6 months and CSFB will be entitled
to proceed with any and all remedies available to it under the
loan documents, including a non-judicial foreclosure and
appointment of a receiver; in addition, all accrued prepetition
and postpetition default interest will not be deemed waived and
will be due and owing under the loan in addition to the Payoff
Amount in the amount then remaining due after application of all
payments made to date.

A post-confirmation status conference will take place on Nov. 1,
2012 at 11:00 a.m., which is approximately 30 days after the Due
Date (i.e., approximately 30 days after that date which is 90 days
after the Effective Date).  At the hearing, the case will be
dismissed with a bar against a future filing for 6 months without
the need for a motion by CSFB, in the event that the Payoff Amount
has not been paid by the Due Date.  The hearing may also be used
as a hearing on a motion by the Debtor for a final decree if
appropriate.

A copy of the Third Amended Chapter 11 Plan dated April 27, 2012,
is available for free at:

   http://bankrupt.com/misc/Chatsworth_3rd_Amended_Plan.pdf

CSFB in May filed a limited objection to confirmation, saying the
Debtor was attempting to avoid paying default interest or late
fees.  CSFB said it should not have to waive the right to the
default interest and late fees owed if there is a future default
under the loan or if the Debtor fails to pay all amounts required
under the Plan.

CSFB is represented by:

         Sandi M. Colabianchi
         Valerie L. Smith
         GORDON & REES LLP
         275 Battery Street, Suite 2000
         San Francisco, CA 94111
         Tel: (415) 986-5900
         Fax: (415) 986-8054

                    About Chatsworth Industrial

Tarzana, California-based Chatsworth Industrial Park, LP, owns and
operates five adjacent industrial properties in Chatsworth,
California.  It filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 09-27368) on Dec. 23, 2009.  Judge Maureen Tighe
presides over the case.  Caceres & Shamash, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated assets at
$10 million to $50 million and $1 million to $10 million in debts.


CIRCUS AND ELDORADO: Owner Seeks to Block Rival Chapter 11 Plans
----------------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that the owner
of the Silver Legacy Resort Casino in Reno, Nev., is seeking to
keep exclusive control over its Chapter 11 case while its
creditors vote on its restructuring plan.

                     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.


CNO FINANCIAL: Fitch Rates $275-Mil. Senior Secured Note 'BB'
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to CNO Financial Group,
Inc.'s recently priced $275 million senior secured note.

The newly rated debt is part of the holding company
recapitalization plan that CNO Financial announced on Sept. 4,
2012.  Fitch notes the size of the anticipated debt in the
recapitalization plan has increased since the original plan was
announced based on market acceptance for the debt.  Fitch
estimates the financial leverage ratio under the new plan will
increase to 22% on a pro forma basis from 16.7% at June 30, 2012.

Fitch expects to rate the term loan bank facility proposed in the
recapitalization plan once final terms and conditions have been
negotiated.  Covenants are expected to be similar to those in the
current bank facility.  Based on currently proposed terms, Fitch
expects the ratings on the new facilities to be same as the
existing bank facility.

Key rating triggers that could lead to an upgrade include:

  -- Continued generation of stable earnings free of significant
     special charges;
  -- Expansion of cushion versus existing covenant requirements or
     refinancing of the senior secured notes to create a debt
     profile consistent with peer life insurance companies;
  -- Maintaining increased GAAP interest coverage ratio and NAIC
     RBC above 6x and 350%, respectively.

Key rating triggers that could lead to a downgrade include:

  -- Combined NAIC RBC ratio less than 300% and operating leverage
     above 20x;
  -- Deterioration in operating results;
  -- Significant increase in credit-related impairments in 2012;
  -- Financial leverage above 30% and TFC above 0.65x.

Fitch has assigned the following ratings:

CNO Financial Group, Inc.

  -- $275 million senior secured note 6.375% due Oct. 1, 2020
     'BB'.


COMMUNITY HOME: Plan Filing Exclusivity Extended to Jan. 31
-----------------------------------------------------------
Community Home Financial Services, Inc., obtained from the
Bankruptcy Court an order extending the initial 120-day exclusive
plan filing period until Jan. 31, 2013, and the 180-day plan
solicitation period until March 31, 2013.

Derek A. Henderson, Esq., representing the Debtor, submits there
are issues regarding secured claims that are being litigated
between parties.  There is a mediation that is being scheduled.  A
plan cannot be proposed until after issues are resolved through
litigation and/or mediation.

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.


CONTEC HOLDINGS: Can Hire Moelis, Ropes & Gray and AP Services
--------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
CHL, Ltd.'s motions to retain Moelis & Company as financial
advisor and investment banker, Ropes & Gray as counsel and AP
Services as crisis manager and further designating Lawrence E.
Young as interim chief executive officer and chief restructuring
officer and Kurt Schnaubelt as interim chief financial officer.

                         About Contec Holdings

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

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

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

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


COPYTELE INC: Lewis Titterton Discloses 5.3% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Lewis H. Titterton Jr. disclosed that as of Sept. 12,
2012, he beneficially owns 10,026,996 shares of common stock of
CopyTele, Inc., representing 5.33% of the shares outstanding.  A
copy of the filing is available for free at http://is.gd/CeBriq

                          About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

The Company's balance sheet at July 31, 2012, showed $5.9 million
in total assets, $6.8 million in total liabilities, and a
shareholders' deficit of $893,071.

According to the Company's quarterly report for the period ended
July 31, 2012, based on information presently available, the
Company does not believe that its existing cash, cash equivalents,
and investments in certificates of deposit, together with cash
flows from expected sales of its encryption products and revenue
relating to its display technologies, and other potential sources
of cash flows or necessary expense reductions including employee
compensation, will be sufficient to enable it to continue its
marketing, production, and research and development activities for
12 months from the end of this reporting period.  "Accordingly,
there is substantial doubt about our ability to continue as a
going concern.


CROWNROCK LP: S&P Affirms 'B-' Corp. Credit Rating; Outlook Pos
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Midland,
Texas-based CrownRock L.P. to positive from stable and affirmed
its 'B-' corporate credit rating on the company. "At the same
time, we lowered the issue-level rating on CrownRock's senior
unsecured debt to 'B-' (the same as the corporate credit rating)
from 'B'. We have revised the recovery rating on the debt to '4',
indicating our expectation of average (30% to 50%) recovery in the
event of a payment default, from '2'," S&P said.

"The positive outlook reflects CrownRock's progress in developing
its asset base in the Permian Basin, which we expect to continue,"
said credit analyst Marc Bromberg. "The revised recovery rating
for the senior unsecured debt reflects our new methodology for
assigning recovery ratings to E&P issuers and CrownRock's
increased borrowing base to $275 million from $160 million."

"The positive outlook reflects the potential for an upgrade over
the next 12 months if CrownRock can continue its solid operational
performance and increase production to at least 10 Boe/d and
maintain credit protection measures near current levels. We also
expect sources of liquidity to remain adequate and profitability
to stay above average during this time. Alternatively, we could
revise the outlook to stable if production growth slows from
projected levels, likely due to a change in operating strategy or
significantly lower spending due to low crude oil prices. We would
also assign a stable outlook if negative free cash flow exceeds
current forecasts and liquidity declines more than forecasted,"
S&P said.


CUSTER ROAD: Settles Objection Ahead of Today's Plan Hearing
------------------------------------------------------------
Custer Road Marketplace, Ltd., modified its Plan of Reorganization
ahead of the confirmation hearing scheduled for today, Sept. 27.
The Second Amended Plan resolves objections to the Plan that were
raised by Tax Ease Funding, LP.  Tax Ease is the sole creditor in
class 4 of the Plan.

In summary, the modifications to the Plan alter the treatment of
the claim of Tax Ease if the Plan Loan is not consummated.  The
Plan provided that property transferred to Legacy Texas Bank, the
sole class 3 creditor, would be free and clear of the claims of
Tax Ease and the claims of Tax Ease and the liens securing the
claims of Tax Ease would attach only to property retained by
Reorganized CRM.  Under the modifications contained in the Second
Amended Plan, the claims of Tax Ease are apportioned between
property transferred to Legacy and property retained by
Reorganized CRM according the percentage of the Debtor's total
property that is transferred to Legacy.  For example, if the
Second Amended Plan transfers 75% of the total property of the
Debtor to Legacy, 75% of the claims of Tax Ease would attach to
the property transferred to Legacy and such property would be
subject to the liens of Tax Ease against the transferred property;
the balance of the Tax Ease claim would be owed by Reorganized CRM
and payment of that portion of the Tax Ease claim would be subject
to the liens of Tax Ease on property owned by Reorganized CRM.
Since Tax Ease did not have a lien on property identified as
Lot 3, the modified treatment of Tax Ease does not grant Tax Ease
a lien on Lot 3.

The Second Amended Plan also contains a modification in the
treatment of Class 5 claims, the unsecured class, to subordinate
or waive the payment of the claims of insiders of the Debtor to
the payment of noninsider Class 5 claimants.  This change will be
ratified by testimony at the confirmation hearing from
representatives of the insiders of the Debtor.

The Plan was accepted by two of 3 class 2 claimants; the third
claimant, the City of Frisco, did not return a ballot. The Plan
was rejected by Legacy, the sole class 3 claimant.  The Plan was
rejected by Tax Ease, the sole class 4 claimant, but Tax Ease will
request a change in its vote to an acceptance.  The Plan was
accepted by David Wideman, the only class 5 claimant to return a
ballot.  The remaining class 5 claimants consist of insiders who
did not vote, but who approve the modifications.  Class 6
claimants, equity holders, were unimpaired and remain unimpaired
under the Second Amended Plan.

As reported in the June 6, 2012 edition of the Troubled Company
Reporter, the Plan allows the Debtor to obtain a loan secured by
lots 2 and 4 of the Debtor's real property.  These lots have a
value of approximately $5,700,000.  The Debtor anticipates
obtaining a loan secured by these lots in an amount in excess of
$4,000,000.  If the Debtor obtains such a loan, the proceeds will
be used to pay the Class 4 claim of Tax Ease Funding, L.P. in the
amount of $616,494, in full, to pay the Class 2 secured tax claims
in full with respect to taxes assessed against the remaining CRM
Property and the balance paid as a partial payment on the Class 3
secured claim of Legacy Texas Bank, a fully secured creditor.  The
Debtor scheduled the claim of Legacy at $16,320,565 on the
Petition Date.

Each holder of general unsecured claims is impaired under the
Plan.  Each Holder of an Allowed Class 5 general unsecured claim
will receive cash equal to the amount of the claim of payable from
a pro rata share of $5,000 each month until those claims are paid.

Holders of interests are unimpaired under the Plan.

                         About Custer Road

Custer Road Marketplace, Ltd. owns 53 acres of real property known
as Custer Road Marketplace in Collin County, Texas.  Ross Helbing
has appraised the property at $22,700,000.  The slowdown in the
U.S. economy resulted in the inability of CRM to develop and sell
the property as initially anticipated and prevented the Debtor
from paying or re-financing a secured loan.

Custer Road Marketplace filed for Chapter 11 bankruptcy (Bankr.
E.D. Tex. Case No. 12-40312) on Feb. 7, 2012, estimating $10
million to $50 million in assets and debts.  Richard W. Ward,
Esq., serves as the Debtor's bankruptcy counsel.  Judge Brenda T.
Rhoades presides over the case.  In its schedules, the Debtor
disclosed $23,183,800 in total assets and $19,257,403 in total
liabilities.


DELPHI CORP: Moody's Affirms 'Ba1' CFR/PDR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Delphi
Corporation following the upsizing of the company's senior secured
term loan A by $363 million, to $574 million from $211 million.
Ratings affirmed include: Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) at Ba1; secured term loans and
revolving credit facility at Baa2; senior unsecured notes at Ba2;
and Speculative Grade Liquidity rating at SGL-2. Delphi
Corporation is the U.S. based subsidiary of Delphi Automotive, PLC
(Delphi). The rating outlook is stable.

The $363 million in proceeds from the upsized term loan A, along
with approximately $629 million cash on hand, will be used to
complete the $992 million purchase (estimated at current exchange
rates) of FCI Group's ("FCI") Motorized Vehicles Division ("MVL")
which was announced earlier in the year. MVL is a leading global
manufacturer of automotive connector products. The proceeds from
the upsized term loan will allow the company preserve liquidity
under the $1.3 billion revolving credit facility.

The following ratings were affirmed:

Corporate Family Rating, at Ba1;

Probability of Default, at Ba1;

Senior secured revolving credit facility, at Baa2 (LGD2 15%);

Senior secured term loan A due 2016, at Baa2 (LGD2 15%);

Senior secured term loan B due 2017, at Baa2 (LGD2 15%);

Senior unsecured notes due 2019, at Ba2 (LGD5 70%);

Senior unsecured notes due 2021, at Ba2 (LGD5 70%);

SGL-2, Speculative Grade Liquidity Rating

Ratings Rationale

Delphi Corporation's Ba1 Corporate Family Rating (CFR) continues
to reflect Moody's expectation that Delphi's strong credit metrics
will support the assigned rating over the intermediate term. The
MVL acquisition is valued at EUR765 million (approximately $992
million at current exchange rates) on a cash and debt-free basis.
Delphi's disclosures indicate that the purchase price equates to
about 7x the EBITDA of the acquired businesses. Moody's expects
that Delphi's consolidated EBITDA margin of about 14.5% should be
modestly enhanced by the approximate 16% margin of the acquired
business. Moody's also estimates that in consideration of the
earnings of the acquired businesses, Delphi's Debt/EBITDA should
increase only slightly to about 1.6x (before consideration of any
synergies). The acquisition of MVL is expected to support Delphi's
strong competitive position and technology leadership in the
automotive parts supplier industry.

The stable rating outlook reflects Moody's view that Delphi will
be able to sustain its strong credit metrics, inclusive of the
acquisition of MVL over the intermediate-term, despite the
recessionary environment in Europe (which accounted for 45% of
2011 revenue).

Delphi's SGL-2 Speculative Grade Liquidity Rating continues to
reflects Moody's expectation that Delphi will maintain a good
liquidity profile over the near-term supported by strong cash
balances, free cash flow generation, and availability under the
revolving credit facility. As of June 30, 2012, Delphi had
unrestricted cash and cash equivalents of $1.5 billion.
Approximately $629 million will be used to fund the MVL
acquisition. Positive free cash generation over the near-term is
expected to be supported by the company's strong EBIT margins;
modest global automotive industry growth allowing for moderate
working capital usage; and minimal required term loan
amortization. The $1.3 billion revolving credit facility was
unfunded at June 30, 2012 with about $9 million of letters of
credit outstanding. The only financial covenant under the bank
credit facility is a net leverage ratio test for which the company
is expected to maintain ample covenant cushion over the near-term.
Alternate liquidity is supported by a debt incurrence basket under
the credit facilities which permits additional amounts of foreign
account receivable factoring and other foreign debt.

An improving balance of profitability in the regions in which the
company operates would be a key factor in considering the
potential for higher ratings. Delphi also must continue to
demonstrate conservative financial policies with regard to
shareholder friendly actions, as a large portion of the company's
shareholders continue to represent pre-emergence debt holders.
Achieving the above while sustaining a strong liquidity profile
and maintaining EBIT margins above 10% and Debt/EBITDA below 2.0x,
both on a Moody's adjusted basis, could support a higher rating or
outlook.

Factors that have the potential to lower Delphi's rating or
outlook include: deterioration of automotive demand or greater raw
material cost pressures resulting in EBIT margins approaching 7%,
as well as debt funded acquisitions or other large shareholder
actions. Consideration for a lower outlook or rating could result
if any of these factors lead to Debt/EBITDA above 2.5x or a
deterioration in liquidity.

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

Delphi Automotive, PLC is a supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology. Delphi operates globally and has a
diverse customer base, including every major vehicle manufacturer.
Revenues in 2011 were approximately $16 billion.


DEL MONTE: Fitch Affirms Junk Rating on $1.3-Bil. Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has taken several rating actions on Del Monte
Corporation (Del Monte).
Fitch has affirmed the following ratings:

  -- Long-term Issuer Default Rating (IDR) at 'B';
  -- $750 million asset-based loan (ABL) revolver at 'BB/RR1';
  -- $1.3 billion unsecured notes at 'CCC+/RR6''.

Due to its recovery analysis, Fitch has downgraded the following
rating:

  -- $2.6 billion secured term loan B to 'BB-/RR2' from 'BB/RR1'.

The Rating Outlook has been revised to Negative from Stable. At
July 29, 2012, Del Monte had approximately $3.9 billion of total
debt.

Negative Outlook:
The Negative Outlook on Del Monte's ratings is due to the fact
that post LBO deleveraging is taking longer than Fitch had
originally anticipated as total debt-to-operating EBITDA is likely
to remain above 7.0x for 2013.  The high leverage is due to weaker
than expected operating performance in 2012 and potential margin
pressure in 2013 due to high input costs.

For the latest 12-month (LTM) period ended July 29, 2012, total
debt-to-operating EBITDA was 7.5 times (x), up from 6.3x at May 1,
2011 following Del Monte's leverage buyout (LBO) on March 8, 2011.
LTM operating EBITDA-to-gross interest expense was 2.1x, and funds
from operations (FFO) fixed charge coverage was 1.9x.  LTM free
cash flow (FCF) was $189.3 million. Fitch expects leverage and
coverage metrics to remain relatively stable in fiscal 2013.
Fitch's EBITDA calculation excludes derivative gains/losses which
Del Monte currently reports below the operating line.

Recent Operating Performance:
During fiscal 2012, Del Monte's consolidated sales were flat while
the firm's gross margin declined 240 basis points (bps) to 28.6%.
The operating margin for Pet Products declined to 17.4% from 21.2%
and to 6.5% from 9.6% for Consumer Products.  Sales growth
improved during the first quarter of fiscal 2013 but operating
margins continued to decline due to higher ingredient and
marketing costs.  The declines during the first quarter exclude
$19 million of cash gains from commodity hedges which are reported
below the operating line.  Del Monte announced a 5% - 7% price
increase across its pet portfolio effective November 2012, or the
second half of fiscal 2013.

Fitch believes pricing and productivity savings, which have
historically totaled 3% - 4% of cost of goods sold, will only
partially offset cost pressure in fiscal 2013 due to the pricing
lag and the weak consumer spending environment.  Furthermore, FCF
in 2013 could be at the low end of Fitch's normalized run rate of
$100 million - $150 million due to higher inventory-related
working capital.

Rating Rationale:
Del Monte's ratings reflect the firm's high financial leverage,
good cash flow generation, ample liquidity, and competitive market
position.  Del Monte has well-known brands, many of which hold No.
1 and No. 2 market share positions, in categories facing favorable
demographic trends.  Pet food/snacks is benefiting from
significant household dog and cat ownership while processed
produce is supported by growing demand for healthier food.  Del
Monte is committed to driving innovation and investing behind its
brands, which in addition to namesake Del Monte include Milk-Bone,
Meow Mix, 9 Lives, Kibbles 'n Bits, Milo's Kitchen, Contadina and
College Inn.

Del Monte's credit profile benefits from the diversification
provided by its high-margin pet food/snacks business and the cash
flow contribution of its consumer foods operations.  During the
fiscal year ended April 29, 2012, Pet Products represented 51% of
Del Monte's $3.7 billion of revenue and 73% of its $420 million of
operating income excluding corporate expenses.  Consumer Products
represented the remaining 49% and 27%, respectively.

Fitch remains concerned about the sustainability of Del Monte's
margins in Pet Products given significantly larger and less
levered competitors and the competitiveness of the category.  As
such, ratings reflect Fitch's expectation that Del Monte can
maintain consolidated EBITDA margins in the mid-teens range over
the long run and that the company can generate $100 million - $150
million FCF annually.  Del Monte generates most of its FCF during
the second half of its fiscal year because of seasonal working
capital requirements.

Recovery Ratings:
The downgrade of Del Monte's secured term loan is due to Fitch's
updated view that outstanding balances on the ABL revolver would
have priority if the firm's balance sheet was restructured.  Del
Monte's ABL revolver has a first-priority lien on accounts
receivable, inventory and cash (ABL Priority Collateral) which are
more liquid assets.  The ABL revolver has a second-priority lien
on substantially all of Del Monte's other assets.  The company's
secured term loan has a first-priority lien on substantially all
other assets and a second-priority lien on ABL Priority
Collateral.  Fitch's recovery analysis assumes revolver capacity,
based on a historical average of a firm's ABL borrowing base,
would be fully drawn if a company was in distress.  All of Del
Monte's debt is guaranteed by domestic operating subsidiaries.

The 'RR1' Recovery Rating on Del Monte's ABL revolver indicates
that Fitch views recovery prospects on these obligations as
outstanding at 91% or better.  The 'RR2' rating on the firm's term
loan reflects Fitch's opinion that recovery would be superior or
in the 71% - 90% range.  Lastly, the 'RR6' rating assigned to the
company's senior unsecured notes denotes Fitch's belief that
recovery would be poor at 10% or less if the bonds went into
default.

Liquidity, Maturities, and Covenants:
Del Monte's liquidity is ample.  At July 29, 2012, the company had
$764.5 million of liquidity consisting of $272.4 million of cash
and $492.1 million of revolver availability.  Del Monte's undrawn
ABL revolver, which matures March 8, 2016, had a borrowing base of
$522.8 million. Letters of credit totaling $30.7 million were
issued under the facility.  The facility is bound by a springing
fixed-charge coverage ratio of 1.0x. Del Monte is not subject to a
maximum leverage or minimum EBITDA covenant.

Scheduled maturities of long-term debt are minimal. As of July 29,
2012, $26.3 million is due annually beginning in fiscal 2014
through fiscal 2017.  Del Monte's term loan requires quarterly
principal payments of 0.25% of outstanding principal until
maturity on March 8, 2018. On June 28, 2012, Del Monte made a
payment of $91.1 million representing the excess annual cash flow
payment due for fiscal 2012 therefore no maturities are due in
fiscal 2013.  The company is subject to mandatory term loan debt
prepayment with up to 50% of excess cash flow, as defined by the
company's credit agreement.

What Could Trigger A Rating Action?

Future developments that may, individually or collectively, lead
to a negative rating action include:

  -- Total debt-to-operating EBITDA above 7.0x beyond fiscal 2013
     due to higher than expected margin contraction and/or
     increases in debt;
  -- Top line weakness due to ineffective pricing and consistent
     volume declines, especially due to competitive pressures,
     along with a loss of market share;
  -- Materially lower than expected FCF;
  -- Large payouts to equity sponsors, particularly if financed
     with debt or paid during a period of operating weakness.

Future developments that may, individually or collectively, lead
to a positive rating action include:

  -- An upgrade is not anticipated in the near-to-intermediate
     term.  However, leverage in the low 5.0x range due to debt
     reduction and relatively stable margins could be cause for an
     upgrade.
  -- Del Monte's Rating Outlook could be revised to Stable if
     effective pricing and productivity savings offset the
     majority of the company's cost pressures, margins stabilize
     near current levels, and FCF exceeds Fitch's expectations.


DEWEY & LEBOEUF: Jones Day to Seek Fees in Dodgers Case
-------------------------------------------------------
Dewey & LeBoeuf LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for authorization to employ Jones
Day as special counsel to the Debtor, nunc pro tunc to Sept. 19,
2012, solely for the limited purpose of preparing, filing and
prosecuting a final fee application on behalf of DL in connection
with the bankruptcy of Los Angeles Dodgers and its affiliates.

Prior to the DL's Petition Date, Bruce Bennett, Sidney P.
Levinson, James O. Johnston, and Joshua M. Mester provided
services in connection with the bankruptcy of LAD and certain of
its affiliates.  On June 27, 2011, LAD commenced Chapter 11 cases
in the U.S. Bankruptcy Court for the District of Delaware.  On
May 14, 2012, Messrs. Bennett, Levinson, Johnston, and Mester
joined Jones Day.

Jones Day will not be engaged or retained by DL for any other
purpose and will not be required to appeal any order that may be
entered by the LAD Bankruptcy Court with respect to the Final Fee
Application.  Other than with respect to the services to be
provided by Jones Day under the comprehensive settlement agreement
and stipulation including agreement relating to the Jones Day
Final Fee Application (the "LAD Stipulation"), Jones Day will not
be precluded from representing or holding any interest adverse to
DL in the DL Bankruptcy Case or otherwise by reason of the LAD
Stipulation or the performance of services pursuant to the LAD
Stipulation.  DL consents to and waives any objection it may have
to (a) any representation by Jones Day of any adversary of DL or
any person holding an interest adverse to DL in the DL Bankruptcy
Case or otherwise, and (b) any adverse interest held by Jones Day
or any partners, members of counsel, or associates of Jones Day in
the DL Bankruptcy Case or otherwise.

Based on the facts set forth in the declaration of Sidney P.
Levinson, formerly an attorney at DL and now a partner of Jones
Day, the Debtor's estate may assert certain claims or causes of
action against Jones Day and former DL partners on matters
unrelated to LAD Settlement.

Jones Day will apply to the LAD Bankruptcy Court for professional
compensation at its prevailing hourly rates and for reimbursement
for expenses reasonably incurred in connection with the
preparation and prosecution of the Final Fee Application and LAD
or the LAD Disbursing Agent will directly pay Jones Day all
amounts awarded by the LAD Bankruptcy Court on account of such
services.  The estate of DL will not be responsible for payment of
the fees or expenses incurred by Jones Day in connection with the
preparation and prosecution of the Final Fee Application.
Consequently, the Debtor proposes that Jones Day not be required
to file any fee applications in the Southern District of New York
Bankruptcy Court.

                       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.


DEWEY & LEBOEUF: Court Extends Plan Filing Period to Dec. 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Dewey & LeBoeuf LLP's exclusive periods to file a
Chapter 11 plan and to solicit acceptances of a filed plan until
Dec. 31, 2012, and March 1, 2012, respectively.

As reported in the TCR on Sept. 5, 2012, DL asked the Bankruptcy
Court to grant it four more months to file a Chapter 11 plan,
citing its work on its $70 million partner contribution plan and a
retiree group's recent bid for a trustee.

                       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.


DICKINSON THEATRES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dickinson Theatres, Inc.
        6801 W. 107th Street
        Overland Park, KS 66212

Bankruptcy Case No.: 12-22602

Chapter 11 Petition Date: September 21, 2012

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

Judge: Dale L. Somers

Debtor's Counsel: Sharon L. Stolte, Esq.
                  STINSON MORRISON & HECKER L.L.P.
                  1201 Walnut, Suite 2900
                  Kansas City, MO 64106
                  Tel: (913) 344-8009
                  Fax: (816) 412-9325
                  E-mail: sstolte@stinson.com

Scheduled Assets: $2,198,081

Scheduled Liabilities: $7,617,413

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/ksb12-22602.pdf

The petition was signed by Ronald J. Horton, president.


DIGITAL DOMAIN: Court Approves $37MM Asset Sale to Joint Venture
----------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a Delaware
bankruptcy judge agreed Monday to approve the sale of Digital
Domain Media Group Inc. to a joint venture of Chinese and Indian
media companies after they agreed to pay nearly $37 million for
most of the special-effects house's assets at a Friday auction.

The TCR, the Associated Press, reported on Sept. 25, 2012, that
Digital Domain will be sold to a joint venture formed between a
Chinese media company and an Indian counterpart for $30.2 million.
According to the AP, a U.S. subsidiary of Beijing Galloping
Horse Film & TV Co. and Mumbai-based Reliance MediaWorks teamed up
to outbid other companies in a bankruptcy court auction on
Sept. 21, 2012.  The deal was announced by the companies on
Sept. 23, 2012.  The report noted Galloping Horse will own 70% of
the joint venue, with Reliance owning the other 30%.

                       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: City Wants to Recover Property
----------------------------------------------
Joel Engelhardt at Palm Beach Post reports the city of West Palm
Beach has argued in court filings that it should get back its $10
million downtown parcel from Digital Domain Media Group because
the land has no value to creditors and forcing West Palm Beach to
be thrown into a bankruptcy court fight "would be a significant
waste of taxpayer money."

According to the report, three city officials submitted affidavits
to the federal bankruptcy court in Wilmington, Del., explaining
that it is impossible for Digital Domain to meet all the
conditions for pulling building permits to erect a high-rise on
the property before a Dec. 31 deadline.

The report notes the city also said Digital Domain breached its
agreements with the city by using the land as collateral on two
$1 million loans in May.  Wilmington attorney Alan Root, Esq.,
represents the city.  The report notes the city did not know about
the loans or permit them.

The report relates West Palm Beach deeded the land, 2.4 acres on
Okeechobee Boulevard downtown, to Digital Domain in December 2010
as an incentive to draw a high-rise and two schools.  The city
also pledged $10 million in cash, of which $2 million was paid,
and offered a $15 million loan.

According to the report, Bankruptcy Judge Brendan Shannon issued a
ruling excluding the city's land from the $30.2 million sale of
Digital Domain Productions to a Chinese-Indian joint venture.  The
sale was announced in court on Sept. 24, 2012.

The report says West Palm Beach, seeking to be removed from the
bankruptcy case at an Oct. 10 hearing, argues the land is
worthless to those owed money by Digital Domain because it reverts
to the city if several construction milestones are not met by
Dec. 31. In affidavits, city Building Official Doug Wise and
Planning Manager Rick Greene say several lengthy steps have not
been initiated.

The report, citing a third affidavit, says Community Redevelopment
Agency Executive Director Kim Briesemeister describes the steps
the land's owner must meet to avoid triggering the reverter
clause.

The report says, in other rulings, Judge Shannon decided that
property in Port St. Lucie also would be excluded from the sale to
the joint venture.  Port St. Lucie issued $40 million in bonds to
build a 115,000-square-foot studio to house about 500 workers in
the Tradition development.  The city claims ownership of the
building and its furnishings.

The report relates Judge Shannon also reserved Florida's rights to
$20 million in tax credits awarded to Digital Domain but never
exercised.  The state previously gave Digital Domain a $20 million
grant.

The report notes Digital Domain, which received promises of $135
million in government incentives, closed the Port St. Lucie
facility, laying off at least 250 workers, on Sept. 7.  It
canceled plans for its West Palm Beach animation school, but a
branch of Florida State University's film school, lured by Digital
Domain, remains, the report adds.

                       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 REALTY: Fitch Holds Low-B Rating on 2 Pref. Stock Classes
-----------------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BBB' to the $300 million
aggregate principal amount 3.625% senior unsecured notes due 2022
issued by Digital Realty Trust, L.P., the operating partnership of
Digital Realty Trust, Inc. (NYSE: DLR).  The notes were issued at
a spread of 200 basis points over the benchmark rate and priced at
98.684% of par to yield 3.784%.

Digital Realty Trust, L.P. intends to use the net proceeds from
the offering to temporarily repay borrowings under its global
revolving credit facility, to acquire additional properties, to
fund development and redevelopment opportunities and for general
working capital purposes, including potentially for the
repurchase, redemption, or retirement of outstanding debt
securities or preferred securities.

Fitch currently rates Digital Realty Trust, Inc. and Digital
Realty Trust, L.P. (collectively Digital
Realty) as follows:

Digital Realty Trust, Inc.

  -- Issuer Default Rating (IDR) 'BBB';
  -- $453.4 million redeemable preferred stock 'BB+';
  -- $168.4 million convertible preferred stock 'BB+'.

Digital Realty Trust, L.P.

  -- IDR 'BBB';
  -- $1.5 billion unsecured revolving credit facility 'BBB';
  -- $520.9 million unsecured term loan 'BBB';
  -- $1.7 billion senior unsecured notes 'BBB';
  -- $266.4 million senior unsecured exchangeable notes 'BBB'.

The Rating Outlook is Stable.

The company's 'BBB' IDR reflects the solid performance of the
company's large datacenter portfolio.  The portfolio benefits from
favorable demand, high barriers to entry, as well as long-term
leases, and contributes towards improving fixed charge coverage.
Digital Realty also has a strong balance sheet, a deep bench in
terms of real estate and technical expertise professionals, and a
good liquidity profile.

The ratings also take into account that the company is a niche
real estate investment trust (REIT) that is by definition exposed
to the technology industry.  Technology industry obsolescence and
cycles can cause industry volatility, creating vacancy but also
enable new entrants to fill empty space.  In addition, the company
has robust unencumbered asset coverage of unsecured debt, but its
access to secured debt for contingent liquidity and financial
flexibility may be more constrained than for REITs in other
commercial property sectors.

Positive demand drivers for datacenters include growth in data
storage and use by corporate enterprises, telecommunication
companies, providers of colocation (multi-tenant datacenter
product offered on the basis of individual racks or cages), and
other customers such as social networking sites.  Cloud computing
(shared resources provided to internet computing devices on
demand) and other changes in information technology are also
boosting datacenter demand, while expensive building costs limit
new supply.

In this context, leasing trends remain positive for Digital
Realty's Turn-Key Datacenters (TKD) that offer metered power to
various customers, as well as Powered Base Building (PBB) space
that enables tenants to build out their own datacenter facilities.
TKD and PBB lease renewal rates increased in the second quarter of
2012 (2Q'12) by 9.9% and 22.9%, respectively, resulting in same
store net operating income growth of 9.8% in 2Q'12. Tier1
Research, LLC projects that datacenter revenue growth will
continue on its current trajectory during 2012-2013, which Fitch
believes will provide opportunities for Digital Realty to continue
increasing rents and leasing up space under construction.

Tenant concentration is limited, with the exception the top tenant
CenturyLink, Inc., which has a Fitch IDR of 'BBB-' with a Stable
Outlook. As of June 30, 2012, top tenants were CenturyLink at
10.8% of annualized rent, TelX Group, Inc. at 4%, Equinix
Operating Company, Inc. at 3.9%, Facebook, Inc. at 3.7%, and
Softlayer Technologies, Inc. at 3.5%.  In addition, Digital
Realty's remaining lease term was seven years and weighted average
original lease term was 14 years as of June 30, 2012, providing
cash flow predictability absent tenant bankruptcies.  The company
also has a staggered lease expiration schedule.  As of June 30,
2012, 3.3%, 7.3%, and 11.7% of annualized rent was scheduled to
expire in 2012, 2013, and 2014, respectively.

The company's fixed charge coverage ratio (recurring operating
EBITDA less recurring capital expenditures less straight-line rent
adjustments divided by total interest incurred and preferred
dividends) was 2.6 times (x) in 2012 pro forma for the bond
offering, compared with 2.7x and 2.4x in 2011 and 2010,
respectively.  Incremental cash flow from the Sentrum acquisition
coupled with higher fixed charges due to long term debt financings
and the issuance of preferred stock have led to stability in
coverage.

Fitch projects continued mid-to-high single same-store NOI growth,
along with additional and a gradual lease-up of construction in
progress, to result in fixed charge coverage approaching 3.0x over
the next 12 to 24 months.

In a downside case where the majority of the company's current
development pipeline remains unleased, fixed charge coverage would
decline to around 2.5x, which would be adequate for the current
rating.  In a more adverse case not anticipated by Fitch whereby
tenant bankruptcies result in a 10% decline in NOI, fixed charge
coverage would fall just below 2.5x, which would be weak for the
current rating.

Digital Realty has low leverage for a REIT with net debt to
recurring operating EBITDA of 4.6x as of June 30, 2012 pro forma,
compared with 4.7x and 5.5x as of Dec. 31, 2011 and Dec. 31, 2010,
respectively.  Fitch anticipates that leverage will sustain in the
mid 4x to 5x range as the company continues to utilize a
combination of debt and equity issuance to fund acquisitions and
development.  For example, on July 11, 2012, DLR completed the
acquisition of the Sentrum Portfolio in the greater London area
for 715.9 million Pounds Sterling. The transaction was funded with
proceeds from a common stock offering in July 2012 along with
borrowings under the global revolving credit facility.

In a downside case where the majority of the company's current
development pipeline remains unleased, leverage would approach
5.0x in the near term.  In a more adverse case not anticipated by
Fitch whereby tenant bankruptcies result in a 10% decline NOI,
leverage would rise above 5.0x.  Both of these downside leverage
levels would remain appropriate for the rating.

Digital Realty's management team has a good track record of
acquiring and developing assets with attractive returns, as well a
technical staff focused on operating efficiencies.  For example,
the company improved the efficiency of cooling towers in the
Rockwood Capital/365 Main portfolio by providing additional IT
load, which generated incremental revenue.

The company has a strong liquidity position.  As of June 30, 2012
pro forma, base case liquidity coverage assuming no additional
capital raises is 2.0x for July 1, 2012 to Dec. 31, 2014. Fitch
calculates base case liquidity coverage as liquidity sources
(unrestricted cash, availability under the company's $1.5 billion
global unsecured credit facility pro forma for the 2022 notes, and
projected operating cash flow after dividends and distributions),
divided by liquidity uses (debt maturities and projected recurring
capital expenditures).  When including expected direct project
costs to be spent for Digital Realty's construction projects in
progress as a liquidity use, base case liquidity coverage remains
good at 1.3x as of June 30, 2012 pro forma.  While development
entails material lease-up risk, the company a track record of
stabilizing occupancy fairly quickly.

While the company's metrics are strong for a 'BBB' IDR, the rating
takes into account the company's exposure to the technology
market.  Digital Realty went public in 2004 several years after
the dot com bubble burst and has experienced a favorable
technology environment through economic cycles.  Moreover,
uncertainties lurk, such as the risk that Digital Realty's more
successful tenants choose to develop their own datacenters, as
opposed to lease space from the company.

Digital Realty's top five markets are Silicon Valley (12.6% of
annualized rent as of June 30, 2012), Dallas (11.3%), Northern
Virginia (10.2%), New York (9.8%), and San Francisco (9.3%).  The
company continues to expand in Europe and across the Asia-Pacific
region, including in Singapore and Australia, to take advantage of
datacenter needs.  This expansion should provide a broader tenant
base and the potential for above-average investment returns.

As of June 30, 2012, Digital Realty's portfolio consisted of 105
properties, excluding three unconsolidated joint venture
properties, of which 77% is unencumbered based upon
2Q'12 annualized base rent.  Unencumbered assets (2Q'12
unencumbered NOI divided by a stressed capitalization rate of 10%)
to unsecured debt was 2.2x as of June 30, 2012 pro forma, which is
solid for a 'BBB' IDR.  However, the company's access to secured
debt for contingent liquidity may be more constrained than for
REITs in more conventional commercial property sectors given the
less-proven nature of the asset class through cycles.  That being
said, the covenants in the company's credit agreements do not
restrict Digital Realty's financial flexibility.

The Stable Outlook reflects Fitch's projection that fixed charge
coverage will approach 3x, that leverage will remain approximately
in the mid-4x to 5x range, and that the company will continue its
gradual tenant and asset diversification via acquisitions and
development.

The two-notch differential between Digital Realty's IDR and
preferred stock rating is consistent with Fitch's criteria for
corporate entities with an IDR of 'BBB'.  Based on Fitch research
titled 'Treatment and Notching of Hybrids in Nonfinancial
Corporate and REIT Credit Analysis', available on Fitch's web site
at 'www.fitchratings.com', these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

Fitch does not anticipate positive rating momentum over the near
term. However, the following factors may have a positive impact on
Digital Realty's ratings and/or Outlook:

  -- Fitch's expectation of fixed charge coverage sustaining above
     3.0x (fixed charge coverage ratio was 2.6x in 2Q2012 pro
     forma);
  -- Fitch's expectation of net debt to recurring operating EBITDA
     sustaining below 4.5x (leverage was 4.6x as of June 30, 2012
     pro forma);
  -- Increased mortgage lending activity in the datacenter sector;
  -- Broader tenant and asset diversification.

The following factors may have a negative impact on Digital
Realty's ratings and/or Outlook:

  -- Fitch's expectation of fixed charge coverage sustaining below
     2.5x;
  -- Fitch's expectation of net debt to recurring operating EBITDA
     sustaining above 6.0x;
  -- Base case liquidity coverage sustaining below 1.0x.


DOWNTOWN DENNIS: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Downtown Dennis Real Estate LLC
        P.O. Box 5648
        Everett, WA 98206

Bankruptcy Case No.: 12-19734

Chapter 11 Petition Date: September 24, 2012

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

Judge: Marc Barreca

Debtor's Counsel: Robert A. Garrison, Esq.
                  GSJONES LAW GROUP PS
                  1155 Bethel Ave
                  Port Orchard, WA 98366
                  Tel: (360) 876-9221
                  E-mail: bob@gsjoneslaw.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 17 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wawb12-19734.pdf

The petition was signed by Dennis Wagner, manager.


EDISON MISSION: $90-Mil. Charge Due to Homer City Plant
-------------------------------------------------------
As disclosed in Edison Mission Engergy's quarterly report on Form
10-Q for the first quarter of 2012, EME's subsidiary EME Homer
City Generation L.P. and General Electric Capital Corporation
entered into an Implementation Agreement on March 29, 2012, with
respect to the Homer City plant.  The Implementation Agreement
required Homer City, among other things, to enter into one or more
implementation transactions at the request of GECC for the
divestiture of its leasehold interest in the Homer City plant and
to assist GECC in obtaining certain third-party consents or
waivers.

On Sept. 21, 2012, Homer City, as assignor, and Homer City
Generation, L.P., an affiliate of GECC, as assignee, entered into
a Master Transaction Agreement for the divestiture by Homer City
of its interest in the Homer City plant.  Under the MTA, Homer
City has agreed to transfer substantially all of its rights in and
assets related to the Homer City plant, and specified liabilities,
to Assignee.

Completion of the transaction is subject to a number of closing
conditions, including obtaining the consent of more than two-
thirds of the bonds issued under the Indenture, dated as of
Dec. 7, 2001, among Homer City Funding LLC and The Bank of New
York, as successor trustee which consent may be provided through a
plan of reorganization confirmed by any United States bankruptcy
court.

EME previously fully impaired the Homer City plant and disclosed
that the remaining assets and specified liabilities were expected
to be transferred to GECC upon the completion of an implementation
transaction under the Implementation Agreement, which was expected
to result in a further loss.  As a result of the MTA, EME has
concluded that Homer City meets the accounting requirements of a
discontinued operation beginning the third quarter of 2012 and the
assets that are expected to be transferred pursuant to the MTA
will be classified as assets held for sale at Sept. 30, 2012.  The
assets held for sale are required to be written down to net
realizable value which is equal to the carrying value of the
liabilities that Homer City will transfer to the Assignee.
Accordingly, EME expects to record a charge of approximately
$90 million during the third quarter of 2012.

As part of the MTA, Homer City will retain the post retirement
other than pensions obligations and pension obligations and will
be required to contribute approximately $32 million to voluntary
employee beneficiary association trusts to fund the estimated PBOP
liabilities.  Termination benefits for employees are expected to
be made pursuant to existing plans.

                         About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

As of Dec. 31, 2010, EME's subsidiaries and affiliates owned or
leased interests in 39 operating projects with an aggregate net
physical capacity of 10,979 MW of which EME's pro rata share was
9,852 MW.  At Dec. 31, 2010, EME's subsidiaries and affiliates
also owned four wind projects under construction totaling 480 MW
of net generating capacity.

The Company reported a net loss of $1.07 billion in 2011, compared
with net income of $163 million in 2010.

The Company's balance sheet at June 30, 2012, showed $8.25 billion
in total assets, $6.59 billion in total liabilities and $1.66
billion in total equity.

                        Bankruptcy Warning

At June 30, 2012, EME, and its subsidiaries without contractual
dividend restrictions, had corporate cash and cash equivalents of
$879 million, which includes Midwest Generation's cash and cash
equivalents of $177 million.  EME and Midwest Generation's
previous revolving credit agreements have been terminated or
expired and no longer are sources of liquidity.  At June 30, 2012,
EME had $3.7 billion of unsecured notes outstanding, $500 million
of which mature in June 2013.

EME is currently experiencing operating losses due to lower
realized energy and capacity prices, higher fuel costs and lower
generation at the Midwest Generation plants.  Forward market
prices indicate that these trends are expected to continue for a
number of years.  As a result, EME expects that it will incur
further reductions in cash flow and losses in the current year and
in subsequent years.  A continuation of these adverse trends
coupled with pending debt maturities and the need to retrofit its
Midwest Generation plants to comply with governmental regulations
will exhaust EME's liquidity.  Consequently, EME will need to
consider all options available to it, including potential sales of
assets, restructuring, reorganization of its capital structure, or
conservation of cash that would be otherwise applied to the
payment of obligations.  EME has entered into non-disclosure and
engagement agreements with advisors representing certain of its
unsecured bondholders for the purpose of engaging in discussions
with those advisors and Edison International regarding EME's
financial condition.  Absent a restructuring of its obligations,
based on current projections, EME is not expected to have
sufficient liquidity to repay the $500 million debt obligation due
in June 2013.  As a result, EME may need to file for protection
under Chapter 11 of the U.S. Bankruptcy Code.

                           *     *     *

As reported by the TCR on July 4, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Edison Mission
Energy (EME) and its subsidiaries Midwest Generation LLC (Midwest
Gen) and Edison Mission Marketing & Trading Inc. (EMMT), to 'CCC'
from 'CCC+' based on greater refinance risk in 2013 due to lower
cash flow over the medium term and reduced liquidity and greater
potential for corporate restructuring.

In the April 26, 2012, edition of the TCR, Fitch Ratings has
lowered Edison Mission Energy (EME) and Midwest Generation LLC's
(MWG) long-term Issuer Default Ratings (IDRs) to 'CC' from 'B-'.
The lower IDRs for EME and MWG reflect the challenges to the
companies' future solvency and liquidity caused primarily by a
prolonged decline in historic and forward power price curves,
rising operating and capital costs due to environmental
regulations and an unsustainably high debt burden.

The Troubled Company Reporter said on April 14, 2012, that
Moody's Investors Service downgraded EME's Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) to Ca from Caa2.

"The rating action reflects the high probability of a default over
the next several months as the capital structure appears likely to
be restructured in light of expected weak cash flow, environmental
capital requirements, and upcoming debt maturities," said A.J.
Sabatelle, Senior Vice President at Moody's.  "The rating action
recognizes comments by EME's management in its recent SEC
quarterly filings concerning the increased default prospects for
EME and its subsidiary MWG, and factors in Moody's recovery
prospects for security holders at EME and MWG in a default
scenario," added Sabatelle.


ELAN CORP: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Dublin-based specialty pharmaceutical
manufacturer Elan Corp plc, and removed the rating from
CreditWatch, where it was listed with positive implications on
Aug. 13, 2012. "Our 'BB-' ratings on unsecured issues of
subsidiaries Elan Finance Corp. and Elan Finance PLC  were
unaffected by the CreditWatch action. We are assigning our 'BB-'
issue-level and a '2' recovery rating to Elan's proposed senior
notes due 2019, proceeds of which will refinance $625 million of
existing unsecured debt. The rating outlook is stable," S&P said.

"The ratings on Elan Corp. plc reflect our belief that it will
remain entirely dependent on its multiple sclerosis (MS)
treatment, Tysabri, for the foreseeable future," said Standard &
Poor's credit analyst Michael Kaplan. "This is highlighted by the
proposed spin-off of Elan's discovery unit in the wake of the
recent failure of an Alzheimer's treatment candidate.
Consequently, we revised our assessment of the company's business
risk profile to 'vulnerable,' from 'weak,'" S&P said.

"We now consider the financial risk profile to be 'significant,'
rather than 'aggressive,' given the company's improved debt to
EBITDA ratio as a result of asset sales and the approximately $20
million to $25 million of reduced interest expense as a result of
this refinancing transaction. Should the spin-off of the drug
development business (pending a shareholder vote and SEC 10-12b
filing) be completed, we could raise the financial risk score to
'intermediate' if our expectation for a significant increase in
cash flow and earnings materializes, as research and
infrastructure costs decline reflecting the narrower business
focus. While the financial risk profile improves, upon completion
of the discovery unit sale, we would not likely consider a ratings
upgrade because of Elan's vulnerable business risk profile," S&P
said.


EME HOMER: Expects to Record $170 Million Charge in Q3
------------------------------------------------------
EME Homer City Generation L.P. and General Electric Capital
Corporation entered into an Implementation Agreement on March 29,
2012, with respect to the Homer City plant. The Implementation
Agreement required Homer City, among other things, to enter into
one or more implementation transactions at the request of GECC for
the divestiture of its leasehold interest in the Homer City plant
and to assist GECC in obtaining certain third-party consents or
waivers.

On Sept. 21, 2012, Homer City, as assignor, and Homer City
Generation, L.P., an affiliate of GECC, as assignee, entered into
a Master Transaction Agreement for the divestiture by Homer City
of its interest in the Homer City plant.  Under the MTA, Homer
City has agreed to transfer substantially all of its rights in and
assets related to the Homer City plant, and specified liabilities,
to Assignee.

Completion of the transaction is subject to a number of closing
conditions, including obtaining the consent of more than two-
thirds of the bonds issued under the Indenture, dated as of
Dec. 7, 2001, between Homer City Funding LLC and The Bank of New
York, as successor trustee which consent may be provided through a
plan of reorganization confirmed by any United States bankruptcy
court.

Homer City previously impaired the carrying value of the Homer
City plant and disclosed that the remaining assets and specified
liabilities were expected to be transferred to an affiliate of
GECC upon the completion of an implementation transaction under
the Implementation Agreement, which was expected to result in a
further loss.  As a result of the MTA, Homer City has concluded
that the assets that are expected to be transferred pursuant to
the MTA are required to be classified as assets held for sale at
Sept. 30, 2012.  The assets that are classified as held for sale
are required to be written down to fair value which is equal to
the carrying value of the liabilities that Homer City will
transfer to the Assignee.  Accordingly, Homer City expects to
record a charge of approximately $170 million during the third
quarter of fiscal year 2012.

As part of the MTA, Homer City will retain the post retirement
other than pensions obligations and pension obligations and will
be required to contribute approximately $32 million to voluntary
employee beneficiary association trusts to fund the estimated PBOP
liabilities.  Termination benefits for employees are expected to
be pursuant to existing plans.

                          About Homer City

Homer City, Pennsylvania-based EME Homer City Generation L.P., is
a Pennsylvania limited partnership with Chestnut Ridge Energy
Company as a limited partner with a 99.9 percent interest and
Mission Energy Westside Inc. as a general partner with a
0.1 percent interest.  Both Chestnut Ridge Energy and Mission
Energy Westside are wholly owned subsidiaries of Edison Mission
Holdings Co., a wholly owned subsidiary of EME.  EME is an
indirect wholly owned subsidiary of Edison International.

EME Homer City was formed for the purpose of acquiring, owning and
operating three coal-fired electric generating units and related
facilities located in Indiana County, Pennsylvania with an
aggregate capacity of 1,884 MW, which Homer City collectively
refers to as the "Homer City plant," for the purpose of producing
electric energy.  Homer City acquired the Homer City plant on
March 18, 1999, and completed a sale-leaseback of its facilities
to third parties in December 2001.

Certain divestitures of Homer City's leasehold interest in the
plant are subject to consent rights of the holders of the secured
lease obligation bonds issued in connection with the original
sale-leaseback transaction.  GECC is currently engaged in
discussions and has reached an agreement in principle on a non-
binding restructuring term sheet with certain of the holders of
the secured lease obligation bonds regarding amendments to the
terms of the 8.137% Senior Secured Bonds due 2019 and the 8.734%
Senior Secured Bonds due 2026, each issued by Homer City Funding
LLC.

"Even though an agreement in principle has been reached with
certain holders of the secured lease obligation bonds, that
agreement may not be approved by the secured lease obligation
bondholders as required under the operative documents to
effectuate the necessary modifications to the terms of the bonds.
If an agreement to modify the terms of the bonds is not approved
and consummated, then it is possible that Homer City could become
the subject of bankruptcy proceedings," the Partnership said in
its quarterly report for the period ended June 30, 2012.

Homer City's balance sheet at June 30, 2012, showed $1.24 billion
in total assets, $1.71 billion in total liabilities and a $465
million partners' deficit.

The Company reported a net loss of $686 million in 2011, compared
with net income of $27 million in 2010.

PricewaterhouseCoopers LLP, in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2011.  The indepdendent
auditors noted that the Partnership does not expect to generate
sufficient capital from operations necessary to meet its
obligations, which raises substantial doubt on its ability to
continue as a going concern.


EMMONS-SHEEPSHEAD: Sec. 341 Creditors Meeting Reset to Oct. 11
--------------------------------------------------------------
The U.S. Trustee for Region 2 in Brooklyn has rescheduled the
Section 341(a) Meeting of Creditors of Emmons-Sheepshead Bay
Development LLC from Oct. 1, 2012, at 1:00 p.m. to Oct. 11, 2012,
at 10:30 a.m.

Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold
condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in
Brooklyn.  The Debtor said the property is worth $14 million.  It
has $32.6 million in total liabilities, including $31 million owed
to TD Bank N.A., which is secured by first, second and third
priority liens on the property.

Judge Elizabeth S. Stong presides over the case.  Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene et al., serves as
the Debtor's counsel.  The petition was signed by Jacob Pinson,
managing member, Yachad Enterprises, LLC.


EMMONS-SHEEPSHEAD: Hiring Robinson Brog as Counsel
--------------------------------------------------
Emmons-Sheepshead Bay Development, LLC, asks the U.S. Bankruptcy
Court for the Eastern District of New York for authority to employ
Robinson Brog Leinwand Greene Genovese & Gluck P.C. as the
Debtor's general counsel, effective as of the Petition Date.

Robinson Brog, among others, will provide these professional
services:

  (a) providing advice to the Debtor with respect to its powers
      and duties under the Bankruptcy Code in the continued
      operation of its business and the management of its
      property;

  (b) negotiating with creditors of the Debtor, preparing a plan
      of reorganization and taking the necessary legal steps to
      consummate a plan, including, if necessary, negotiations
      with respect to financing a plan;

  (c) appearing before the various taxing authorities to work out
      a plan to pay taxes owing in installments; and

  (d) preparing on the Debtor's behalf necessary applications,
      motions, motions, answers, replies, discovery requests,
      forms of orders, reports and other pleadings and legal
      documents.

The Debtor believes that Robinson Brog is a "disinterested person"
as that term is defined by the Bankruptcy Code.

As compensation, Robinson Brog will receive its customary fees,
subject to the submission of appropriate applications and the
approval of the Court.  Robinson Brog received a $26,046 payment
from Emmons Avenue, LLC, an affiliated entity controlled by the
Debtor's principal, on Aug. 9, 2012, which amount included the
Chapter 11 filing fee.

Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold
condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in
Brooklyn.  The Debtor said the property is worth $14 million.  It
has $32.6 million in total liabilities, including $31 million owed
to TD Bank N.A., which is secured by first, second and third
priority liens on the property.

Judge Elizabeth S. Stong presides over the case.  Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene et al., serves as
the Debtor's counsel.  The petition was signed by Jacob Pinson,
managing member, Yachad Enterprises, LLC.


EVANS OIL: Has Access to Cash Collateral Until Sept. 28
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, in a
22nd interim order, authorized Evans Oil Company LLC, et al.'s
continued access to the cash collateral until Sept. 28, 2012.

The Debtors have requested Fifth Third Bank to extend the interim
cash collateral orders pursuant to the terms and upon the
conditions set forth in the 22nd interim cash collateral order.

As adequate protection from any diminution in value of the
lender's collateral, Fifth Third is granted replacement liens on
the Debtors' postpetition cash collateral, and in no event to
exceed the type, kind, priority and amount, if any, which existed
on the Petition Date.

As a part of the interim adequate protection payments, and
pursuant to the terms of the fourth interim cash collateral order,
the Debtors has paid Fifth Third on Sept. 1, 2012, $40,000 for the
period through Sept. 30, 2012.

A copy of the approved budget is available for free at
http://bankrupt.com/misc/evansoil_CC_budget.pdf

On June 4, 2012, the Debtors notified the Court that they had
cured the alleged default asserted by secured creditor Fifth Third
Bank, with respect to their working capital under the interim cash
collateral order.  In May, the Debtors filed a notice of its
intention to cure the alleged default in response to Fifth Third's
notice of default due to a breach in the eighteenth interim cash
collateral order entered on May 11, 2012.

The hearing to consider continued use of cash collateral has been
reset to October.

                          About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.

Fifth Third Bank failed in its bid for appointment of a Chapter 11
trustee to replace management.

Soneet Kapila was appointed by the bankruptcy judge as facilitator
effective on May 10, 2012 for Evans Oil.  All due diligence
regarding any plan of reorganization or any sale of the Debtors'
assets will be facilitated by Mr. Kapila until the earlier of
consummation of a sale of all or substantially all of the assets,
or (2) confirmation of a plan of reorganization.


FIBERTOWER NETWORK: Gets Final Approval to Access Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, in a
final order, authorized FiberTower Network Services Corp., et
al.'s use of their prepetition first and second lien lenders' cash
collateral.

As reported in the Troubled Company Reporter on July 23, 2012, the
Debtors and their non-debtor subsidiaries are obligated under:

     -- an indenture, dated as of Dec. 22, 2009, with Wells Fargo
        Bank, National Association, as indenture trustee and
        collateral agent to the holders of 9.00% Senior Secured
        Notes due 2016.  As of the Petition Date, the Company and
        its affiliates owed in the aggregate principal amount of
        roughly $132 million; and

     -- an indenture, dated as of Nov. 9, 2006, as supplemented,
        with U.S. Bank, National Association, in its capacity as
        successor indenture trustee and collateral agent to
        holders of the 9.00% Convertible Senior Secured Notes
        due 2012.  As of the Petition Date, the Company and its
        affiliates owed roughly $37 million.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the lenders replacement
liens.  The Adequate protection liens granted to the first lien
secured parties and the second lien parties, however, will not
attach to any proceeds of claims for relief obtained pursuant to
Chapter 5 of the Bankruptcy Code, if any.

The Debtors will also pay (A) to the first lien trustee, ongoing
payment in cash on a current basis, no less than monthly, and
including any amounts incurred prior to the Petition Date, of
the reasonable and documented fees, costs and expenses of the
First Lien Trustee in connection with the Chapter 11 Cases
(including, without limitations, the fees and expenses of Reed
Smith LLP and local counsel as counsel for the First Lien
Trustee); and (B) to the holders of First Lien Notes party to a
Plan Support Agreement dated as of July 17, 2012, ongoing payment
in cash on a current basis, no less than monthly, and including
amounts incurred prior to the Petition Date, of the reasonable and
documented fees and expenses of the Consenting Noteholders in
connection with the Chapter 11 Cases (including, without
limitation, the fees and expenses of Stroock & Stroock & Lavan LLP
and local counsel as counsel to the Consenting Noteholders).

As of June 30, 2012, the Debtors' books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.

As of the Petition Date, the Debtors had unrestricted cash of
roughly $23 million. For the six months ending June 30, 2012, the
Debtors had total revenue of roughly $33 million. With the help of
FTI Consulting, Inc., their proposed financial advisor, the
Debtors' preliminary valuation work shows that the Debtors'
enterprise value is materially less than $132 million -- i.e., the
approximate principal amount of the 2016 Notes outstanding as of
the Petition Date.

This preliminary valuation work is based upon the assumption that
the Debtors' spectrum licenses will not be terminated.

                          About FiberTower

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


FIELD FAMILY: Section 341(a) Meeting Scheduled for Oct. 23
----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
under U.S.C. Sec. 341(a) in the involuntary Chapter 11 case of
Field Family Associates, LLC on Oct. 23, 2012, at 2:00 p.m. at 833
Chestnut Street, Suite 501, in Philadelphia, Pennsylvania.

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  Judge
Stephen Raslavich presides over the case.  The involuntary
petitioners were not represented by a lawyer.




FOCUS GRAPHITE: Cease Trade Order Issued After Lac Knife Report
---------------------------------------------------------------
Focus Graphite Inc. discloses that the Ontario Securities
Commission has, in accordance with its guidelines, issued a
Management Cease Trade Order that prohibits, effective
immediately, all trading of the securities of the Company by the
Chief Executive Officer and the Chief Financial Officer.  The MCTO
is being issued following a review by the OSC of the Company's
disclosure on the Lac Knife Project.

The OSC had advised the Company that it was of the view that Focus
had disclosed, in numerous documents, the outcomes on a study that
includes the economic analysis of the potential viability of
mineral resources on the Project that is not supported by a
technical report as required by National Instrument in 43-101 -
Standards of Disclosure for Mineral Projects.  The Company
subsequently issued a news release announcing that it had
clarified the disclosure on the Project.  The management cease
trade order will remain in place until lifted by the OSC upon
application by the Company following the filing of a current NI
43-101 compliant technical report on the Project.

Until the MCTO is lifted, Focus will comply with the alternative
information guidelines set out in National Policy 12-203 - Cease
Trade Orders for Continuous Disclosure Defaults for issuers who
have failed to comply with a specified continuous disclosure
requirement within the times prescribed by applicable securities
laws.  The guidelines, among other things, require the Company to
issue bi-weekly default status reports by way of a news release so
long as the current NI 43-101 compliant technical report has not
been filed.  As disclosed in its September 10th news release, the
Company is scheduled to release a Preliminary Economic Assessment
on the Project within the next few weeks.

                       About Focus Graphite

Focus Graphite Inc. is an emerging mid-tier junior mining
development company, a technology solutions supplier and a
business innovator.  It is the owner of the NI 43-101 compliant
Lac Knife graphite deposit grading 16% carbon as graphite.  The
company's goal is to assume an industry leadership position by
becoming a low-cost producer of technology-grade graphite.  As a
technology-oriented enterprise with a view to building long-term,
sustainable shareholder value, Focus Graphite is invested in the
development of graphene applications and patents through Grafoid
Inc.


FORESIGHT ENERGY: Moody's Upgrades CFR to 'B2'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded Foresight Energy LLC's
(Foresight) corporate family rating (CFR) and probability of
default rating to B2 from B3. At the same time, the rating on
Foresight's senior unsecured notes was affirmed at Caa1. The
outlook is stable.

Issuer: Foresight Energy, LLC

  Upgrades:

     Probability of Default Rating, Upgraded to B2 from B3

     Corporate Family Rating, Upgraded to B2 from B3

  Adjustments:

     Senior Unsecured Regular Bond/Debenture, Adjusted to LGD5,
     81% from LGD5, 77%

Rating Rationale

The upgrade to the CFR reflects Moody's expectation that the
company's operating performance, leverage and debt protection
metrics will improve significantly in 2012 and 2013 relative to
historical performance, due to significant new production capacity
coming online in 2012. Prior to 2012, the company predominantly
relied on a single mine, Williamson, for its coal production, and
had substantially negative free cash flows due to its capital
expansion projects. Following the start-up of Sugar Camp's first
longwall mining system on March 1, 2012 and the start-up of
Hillsboro's first longwall in the third quarter of 2012, Moody's
expects that the company will achieve a significant increase in
sales volume and operational diversification. Moody's expects that
in 2012, Foresight will sell over 14 million tons of coal,
compared to approximately 9 million tons in 2011. Moody's expects
Debt/ EBITDA, as adjusted, to decline to under 3.5x from about 5x
historically, and free cash flows to improve over the next
eighteen months.

The ratings also reflect Moody's expectation that following the
company's contemplated initial public offering of equity units
through a Master Limited Partnership (MLP) structure, if executed
as presented in the company's most recent S-1 filing, the company
will distribute the majority of cash flows it generates, after
payment of maintenance capital expenditures, to its partnership
unit holders. Moody's expects that the MLP structure would limit
the company's ability to invest in further growth without
incurring additional debt. That said, Moody's expects that going
forward, the company's expansionary capital requirements will be
limited, and its absolute debt levels will remain relatively
stable at approximately $1.1 - $1.2 billion, as adjusted and
including the long term sale-leaseback arrangements.

Foresight's CFR continues to reflect its approximately 3 billion
tons of coal reserves, the anticipated low cost of its existing
and planned mines, advantageous transportation flexibility, and
insignificant legacy liabilities. Although the US coal industry
faces a number of challenges, including competition from cheap and
abundant natural gas and significant regulatory pressures, Moody's
expects that Foresight will be able to grow its sales volumes due
to a significant proportion of its sales being made to domestic
utilities that have installed sulfurous emissions mitigation
equipment (scrubbers) and into the export markets, which Moody's
expects to grow. The ratings also consider the company's solid
contracted position for the remainder of 2012 and 2013 at
favorable prices.

The senior unsecured rating is affirmed at Caa1, despite the CFR
upgrade, due to the large amount of secured debt in the capital
structure, including longwall equipment financing arrangement and
the secured credit facility. The notching between the CFR and
senior unsecured rating has widened to two notches, in part due to
Moody's belief that the contemplated MLP structure may limit the
company's ability to pay down its secured debt going forward,
which would negatively affect recovery rates for the unsecured
debt holders in the event of bankruptcy.

The SGL-3 speculative grade liquidity rating reflects Moody's
belief that Foresight will maintain an adequate liquidity profile
over the next 12 months. As of June 30, 2012, the company had
approximately $45 million of cash and $93 million available under
its senior secured credit facility, which expires in August 2014.
The company is subject to financial maintenance covenants,
including a maximum leverage and minimum interest coverage ratios.
Moody's expects the company to be in compliance over the next
twelve months.

The stable outlook is supported by the company's low cost
operations and its sales strategy, which includes long-term
contracts.

Although positive momentum on the ratings is limited due to the
expected MLP cash distribution policies, the ratings could be
upgraded should adjusted Debt/ EBITDA ratio become sustainable
below 3x while EBIT/ Interest appears sustainable above 2.5x. The
ratings could be downgraded if Debt/ EBITDA, as adjusted, is
expected to increase above 4x, or if the company's liquidity
position deteriorates.

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


GENERIC DRUG: Moody's Affirms 'B2' CFR; Rates New Term Loan 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Generic Drug
Holdings, Inc.'s new senior secured term loan and revolver and
affirmed the B2 Corporate Family Rating. The outlook remains
stable.

Ratings assigned:

B1 (LGD3, 39%) senior secured term loan of $300 million

B1 (LGD3, 39%) senior secured delayed draw term loan of $45
million

B1 (LGD3, 39%) senior secured 1st lien revolving credit facility
of $35 million

Ratings affirmed:

B2 Corporate Family Rating

B2 Probability of Default Rating

Ratings affirmed and expected to be withdrawn at the closing of
the refinancing transaction:

B1 (LGD3, 36%) senior secured term loans

B1 (LGD3, 36%) senior secured 1st lien revolving credit facility

Proceeds from the new term loans plus cash on hand will be used to
refinance the company's existing debt and fund acquisitions.

The ratings affirmation reflects the company's stable operating
performance and the positive benefits of additional scale and
diversity provided by the acquisitions, offset by higher financial
leverage.

Ratings Rationale

Generic Drug Holdings' B2 Corporate Family Rating is constrained
by the company's extremely small size and market share in the drug
distribution industry and relatively high financial leverage with
adjusted pro forma debt/EBITDA of approximately 5.5 times based on
Moody's calculations (including Moody's hybrid adjustment for the
company's PIK preferred security). These risks are offset by a
diverse business model that also includes an institutional segment
(Major Pharmaceuticals), significant customer and vendor
diversity, and a good growth outlook for generic pharmaceutical
utilization. Financial performance has been steady to date since
the 2010 buyout, even though regulatory issues related to
controlled substances resulted in minor loss of revenue, and
Moody's believes that under most scenarios good performance will
continue. Nevertheless, the drug distribution industry remains
extremely competitive and it is difficult to fully rule out
scenarios in which competitive pressures or other industry
dynamics pressure the company's long-term financial performance.

The rating outlook is stable. Moody's anticipates steady revenue
and EBITDA growth arising from new generic launches and improved
customer retention. Over time, Moody's could upgrade the ratings
based on strong operating performance, significant cash flow,
greater scale and market share, and a substantial decline in
financial leverage (e.g. below 3.5 times). Conversely, Moody's
could downgrade the ratings if leverage is sustained above 5.5
times due to acquisitions, dividends, or operating performance
falling substantially below plan. Scenarios in which this could
occur would include a change in competitive dynamics causing rapid
margin erosion, or the loss of key contracts in the Major
business.

The principal methodology used in rating Generic Drug Holdings,
Inc. was the Global Distribution & Supply Chain Services Industry
Rating Methodology published in November 2011. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Headquartered in Livonia, Michigan, Generic Drug Holdings, Inc.
through its subsidiary The Harvard Drug Group, L.L.C.
(collectively referred to as "Harvard") is a distributor of
branded and generic pharmaceutical products, over-the-counter
products, respiratory medicines and compounding supplies. The
company has been privately-owned by Court Square Capital Partners
since an April 2010 buy-out transaction. In 2011, the company
reported net revenues of approximately $408 million.


GK GUZMAN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: GK Guzman & Associates
        dba NuWay Linen Rentals
        1385 Vendels Circle
        Paso Robles, CA 93446

Bankruptcy Case No.: 12-13541

Chapter 11 Petition Date: September 21, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Jill M. Himlan, Esq.
                  GRIFFITH & THORNBURGH
                  8 E. Figueroa Street
                  P.O. Box 9
                  Santa Barbara, CA 93102
                  Tel: (805) 965-5131
                  Fax: (805) 965-6751
                  E-mail: himlan@g-tlaw.com

                         - and ?

                  Joseph M. Sholder, Esq.
                  GRIFFITH & THORNBURGH LLP
                  8 E. Figuerora Street, Suite 300
                  Santa Barbara, CA 93101
                  Tel: (805) 965-5131
                  Fax: (805) 965-6751
                  E-mail: sholder@g-tlaw.com

Estimated Assets: $0 to $50,000

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/cacb12-13541.pdf

The petition was signed by Gustavo Guzman, president.


GOOD HOME: Case Summary & 5 Unsecured Creditors
-----------------------------------------------
Debtor: Good Home, LLC
        293 Debra Court
        Vineland, NJ 08361

Bankruptcy Case No.: 12-24735

Chapter 11 Petition Date: September 21, 2012

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Jeffrey T. Morris, Esq.
                  MORRIS, JOBE & COOK, LLC
                  310 Grant Street, Suite 1412
                  Pittsburgh, PA 15219
                  Tel: (412) 281-6181
                  Fax: (412) 281-6174
                  E-mail: jmorris@mjcllc.comcastbiz.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 five unsecured creditors is
available for free at:
http://bankrupt.com/misc/pawb12-24735.pdf

The petition was signed by Bryan Varallo, managing member.


GRAY TELEVISION: To Repurchase $225MM of 10.5% Sr. Lien Notes
-------------------------------------------------------------
Gray Television, Inc., has commenced an offering of $250.0 million
aggregate principal amount of senior notes due 2020 in a private
offering that is exempt from the registration requirements of the
Securities Act of 1933.  The Notes will be the Company's senior
unsecured obligations and will be guaranteed by all of the
Company's existing, and certain future, subsidiaries.

The Company intends to use the net proceeds from the offering of
the Notes to (i) repurchase for cash up to $225.0 million of the
Company's outstanding 10 1/2% senior secured second lien notes due
2015 pursuant to a cash tender offer by the Company and (ii) pay
related fees and expenses.  If the Company does not use all of the
proceeds from the Offering of Notes to repurchase 2015 notes
pursuant to the tender offer for any reason, the Company intends
to use the remaining proceeds from the issuance of the Notes to
(i) redeem the outstanding shares of the Company's Series D
perpetual preferred stock and (ii) repay a portion of the term
loans outstanding under the Company's senior credit facility.  The
completion of the offering of Notes is conditioned upon customary
closing conditions.

The Company is commencing a refinancing of its existing capital
structure.  Gray has commenced a cash tender offer for up to
$225.0 million of its outstanding 10 1/2% senior secured second
lien notes due 2015.  The Tender Offer is being made on the terms
and subject to the conditions set forth in the Offer to Purchase,
dated Sept. 24, 2012, and the related Letter of Transmittal.

Except as required by applicable law, Notes validly tendered may
be withdrawn only at or before 5:00 p.m., New York City time, on
Oct. 5, 2012, unless extended.  Notes tendered after the Early
Tender Deadline and on or prior to the Expiration Time may not be
withdrawn.  In order to be eligible to receive the Early Tender
Premium holders of Notes must validly tender and not properly
withdraw their Notes at or before the Early Tender Deadline.

The Tender Offer will expire at 12:00 midnight, New York City
time, on Oct. 22, 2012, unless extended or the Tender Offer is
earlier terminated.

Gray reserves the right, but is not obligated, to increase the
Maximum Repurchase Amount.

Gray also announced that, in addition to entering into discussions
with its lenders relating to an amendment to its senior credit
facility necessary in order to complete the Tender Offer, it has
entered into discussions with certain banks relating to an overall
refinancing of its senior credit facility, subject to market and
other conditions.  Gray expects that its refinanced senior credit
facility would provide for total commitments of $665.0 million,
consisting of a $40.0 million revolving credit facility and a
$625.0 million term loan facility.  Consistent with the terms of
our existing senior credit facility, borrowings under the
refinanced senior credit facility are expected to be guaranteed on
a senior secured basis by all of our existing and future
subsidiaries, and collateralized by a first priority lien on
substantially all of our and the guarantors' assets.

The refinanced senior credit facility is expected to contain
customary affirmative and negative covenants with which we would
be required to comply.

Proceeds from borrowings under the refinanced senior credit
facility are expected to be used to (i) repay outstanding
borrowings under our existing senior credit facility, (ii)
repurchase or redeem any Notes not previously purchased in the
Tender Offer, (iii) redeem the outstanding shares of our Series D
perpetual preferred stock and (iv) pay related fees and expenses.

Gray has engaged BofA Merrill Lynch and Wells Fargo Securities,
LLC as the Dealer Managers for the Tender Offer.  Persons with
questions regarding the Tender Offer should contact BofA Merrill
Lynch at (888) 292-0070 or Wells Fargo Securities, LLC at (866)
309-6316.

The complete terms and conditions of the Tender Offer are
described in the Offer to Purchase and related Letter of
Transmittal, copies of which may be obtained from D.F. King & Co.,
Inc., the Information Agent and Tender Agent for the Tender Offer,
at (800) 431-9633.

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

                       http://is.gd/Q8SUff

                       About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

The Company's balance sheet at June 30, 2012, showed $1.24 billion
in total assets, $1.08 billion in total liabilities, $24.99
million in series D perpetual preferred stock, and $135.12 million
total stockholders' equity.

                           *     *     *

Gray Television carries 'Caa1' corporate family rating and
probability of default rating, with stable outlook, from Moody's.

"Moody's views the company's current level of financial leverage,
as exacerbated by a concentrated maturity profile, to be
unsustainable for a TV broadcaster and indicative of elevated
restructuring risk over the longer-term," said Moody's Russell
Solomon, Senior Vice President, in April 2010.  Pro forma for the
pending transaction, all of Gray's debt (including its debt-like
Series D Preferred Stock) comes due in 2014-2015.  Moody's
believes Gray will need to significantly reduce its debt with free
cash flow and will probably need to issue additional equity in
order to further moderate its leverage profile over the next few
years prior to accessing the capital markets again to refinance
current obligations.  The Caa1 CFR incorporates Moody's view that
leverage will remain excessive over at least the next two years.

As reported by the TCR on April 9, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Atlanta, Ga.-based
TV broadcaster Gray Television Inc. to 'B' from 'B-'.

"The 'B' rating reflects company's still-high debt leverage and
weak discretionary cash flow, as well as our expectation that the
company will maintain adequate headroom with its financial
covenants in the absence of any further tightening of covenant
thresholds.  The stable rating outlook reflects our expectation
that Gray will maintain lease-adjusted debt to average trailing-
eight-quarter EBITDA below 7.5x.  We also expect the company to
generate modest positive discretionary cash flow in 2012," S&P
said.


GRAY TELEVISION: S&P Hikes Rating on Sr. Secured Term Loan to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Atlanta, Ga.-based TV broadcaster Gray Television Inc.'s proposed
senior secured term loan B due 2019 to '2', indicating its
expectation of substantial (70% to 90%) recovery in the event of a
payment default, from '3' (50% to 70% recovery expectation). "In
addition, we raised our issue-level rating on the proposed term
loan to 'B+'--one notch higher than our 'B' corporate credit
rating on the company--from 'B', in accordance with our notching
criteria for a recovery rating of '2'," S&P said.

"The rating action follows the upsizing of the company's senior
unsecured notes yesterday to $300 million from $250 million. We
expect the term loan B to decrease in size by $50 million,
resulting in greater recovery prospects for the term loan. The
upsizing has no effect on our 'CCC+' issue-level rating or
recovery rating of '6' (0% to 10% recovery expectation) on the
notes, or our 'B' corporate credit rating on Gray. The rating
outlook on the company is stable," S&P said.

"The 'B' corporate credit rating reflects Gray's high debt
leverage and weak discretionary cash flow, both of which we expect
will persist. The stable rating outlook reflects our expectation
that Gray will maintain lease-adjusted debt to average trailing-
eight-quarter EBITDA below 7.5x. Pro forma for the proposed
transaction, leverage (on an average trailing-eight-quarter basis)
will be 7x. We also expect the company to generate modest positive
discretionary cash flow in 2012," S&P said.

RATINGS LIST

Gray Television Inc.
Corporate Credit Rating         B/Stable/--
$300M sr unsecd nts due 2020    CCC+
   Recovery Rating               6

Revised Ratings
                                 To     From
Gray Television Inc.
Term loan B due 2019            B+     B
   Recovery Rating               2      3


GWR OPERATING: Moody's Affirms 'Caa1' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed GWR Operating Partnership,
L.L.L.P.'s Caa1 Corporate Family Rating (CFR) and Probability of
Default Rating (PDR). Moody's also affirmed the company's $230
million guaranteed first mortgage notes due 2017 rated B3. In
addition, Moody's changed GWR's outlook to positive from
developing.

Ratings Rationale

The change in outlook to positive reflects GWR's steady
improvement in operating performance from both higher occupancy
and room rates along with a continued focus on managing its cost
structure which has enabled the company to improve EBITDA and
EBITDA margins. GWR reported EBITDA of about $84 million for the
last twelve month period ending June 30, 2012 compared to around
$59 million for fiscal 2009. As a result, GWR's leverage declined
to about 6.4 times while EBITDA less capex to total interest
increased to around 1.6 times for the twelve month period ending
June 30, 2012.

The Caa1 CFR reflects GWR's high leverage, modest scale, limited
diversification, and high operating leverage given its fixed cost
base. The ratings also reflect GWR's improved operating
performance as well as its solid brand recognition, good asset
value relative to the first mortgage notes, and adequate
liquidity.

Ratings affirmed and LGD updates are:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1

$230 million guaranteed first mortgage notes due 2017 at B3
(LGD3, 40% from LGD 3, 33%)

Speculative Grade Liquidity Rating rated SGL-3

The positive outlook reflects Moody's view that GWR should
continue to strengthen operating performance through further
RevPar growth and a continued focus on cost improvements. The
outlook also incorporate Moody's view that GWR will maintain
adequate liquidity.

Factors that could result in a higher rating would include a
sustained improvement in operating performance, successful ramp-up
of newer properties, and a material and sustained improvement in
debt protection measures. Specifically, an upgrade would require
debt to EBITDA of under 7.0 times and EBITDA minus capital
expenditures to gross interest well above 1.1 times on a sustained
basis.

Factors that could result in a downgrade include a prolonged or
more severe decline in operating performance, the ramp-up of newer
properties were to fall short of expectations, or any event that
causes the company's overall probability of default to increase.

The principal methodology used in rating GWR Operating Partnership
was the Global Lodging & Cruise Industry Rating Methodology
published in December 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

GWR Operating Partnership, L.L.L.P.'s is a wholly owned subsidiary
of Great Wolf Resorts, Inc., which owns, operates, and/or manages
hotel resort properties specializing in in-door water parks.
Annual revenues are approximately $300 million.


HAMPTON ROADS: Former Eastern Bank CEO Appointed to Board
---------------------------------------------------------
Hampton Roads Bankshares, Inc., has expanded its Board of
Directors and appointed Charles M. Johnston to the Board.
Johnston has over three decades of experience in finance and
banking, including over 15 years in senior management positions
with community banking institutions.

Henry P. Custis, Jr., Chairman of the Board of the Company, said,
"We are very pleased to welcome Chuck to the Board of Hampton
Roads Bankshares.  He brings deep roots and a proven track record
in community banking, and we are confident that the Company will
benefit greatly from his experience and independent perspective.
Chuck's appointment to the Board represents another step in
advancing the Company's long-term strategy of being the most
meaningful community bank in the mid-Atlantic region."

Johnston served as Chief Financial Officer of Eastern Bank
Corporation, an $8 billion bank holding company headquartered in
Boston, from 2003 until his retirement in March 2012.  He was
Chief Financial Officer of Commonwealth Bancorp, a $2 billion bank
holding company headquartered in Philadelphia, from 1996 until its
sale to Citizens Financial Group in 2003.  From 1994 to 1996, he
was Chief Financial Officer of TFC Enterprises, an auto finance
company headquartered in Norfolk, Virginia.  Previously, he served
in Treasury, Financial Planning and Investor Relations roles at
Mellon Bank Corporation and Treasury, Accounting and Internal
Audit roles at United States Steel Corporation.

Johnston, a native of Pittsburgh, earned a BS in Commerce at the
University of Virginia and an MBA from Duquesne University.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.07 billion
in total assets, $1.92 billion in total liabilities, and
$149.34 million in total shareholders' equity.


HAMPTON ROADS: Consummates Sale of Bank Deposits to BNC Bancorp
---------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, has completed the sale of
deposits associated with the Gateway Bank & Trust Company branches
located at 4725 SW Cary Parkway in Cary, NC, and 504 Meadowmont
Village Circle in Chapel Hill, NC, to Bank of North Carolina, a
subsidiary of BNC Bancorp, pursuant to an agreement announced on
April 30, 2012.  BHR will continue to service the Raleigh, NC,
area through its branch located at 2235 Gateway Access Point,
Raleigh, NC.

Under the terms of the agreement, Bank of North Carolina also
acquired the land, building and personal property associated with
the Preston Corners branch, assumed BHR's lease for the Chapel
Hill branch and acquired its associated personal property, and
acquired certain unimproved land in Chapel Hill, NC.  Bank of
North Carolina is continuing to operate the Preston Corners and
Chapel Hill branches.  Further terms of the transaction were not
disclosed.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.07 billion
in total assets, $1.92 billion in total liabilities, and
$149.34 million in total shareholders' equity.


HDD ROTARY: Lawsuit Over Ownership of PTech+ Goes to Trial
----------------------------------------------------------
The lawsuit over the ownership of an invention known as PTech+
technology will go to trial after a bankruptcy judge denied a
motion for summary judgment filed by the plan agent for HDD Rotary
Sales LLC.  According to Bankruptcy Judge Marvin Isgur, there is a
genuine issue of material fact.

Tiger Trading Inc. filed the adversary proceeding on Nov. 4, 2011,
seeking a declaratory judgment that it owns 30% of PTech+
technology.  Rights in PTech+ comprised a significant portion of
HDD Rotary Sales' assets when it filed bankruptcy.

In HDD Rotary's main bankruptcy case, Tiger Trading filed a motion
for adequate protection to protect its asserted rights in PTech+.
On Nov. 21, 2011, Tiger Trading and HDD Rotary entered into an
agreement, incorporated into an order issued by the Court,
concerning the motion for adequate protection.  The terms of the
agreed order allowed confirmation of HDD Rotary's plan -- and the
sale of all of HDD Rotary's assets, including PTech+ -- to go
forward, but delayed distribution of the sale proceeds until final
adjudication of the adversary proceeding.

The adversary proceeding will determine the relative rights of the
parties and the division of the sale proceeds. Tiger Trading's
ownership rights in PTech+, if any, attached to the sale proceeds
pursuant to the agreed order.  The nature and extent of Tiger
Trading's claims against the estate will also be determined in the
adversary proceeding.  If Tiger Trading does not have a 30%
ownership interest in PTech+, Tiger Trading may have an unsecured
claim against the estate for Tiger Trading's alleged breach of
contract.

"A major issue in this adversary proceeding is whether Tiger
Trading obtained ownership rights in PTech+ technology prior to
July 14, 2009 (the date of the patent application).  One of Tiger
Trading's arguments is that it received an assignment of rights in
PTech+ technology pursuant to an agreement reached in 2008 amongst
Thorn Huffman (representing Tiger Trading), Gary Haub
(representing HDD Rotary), and Cain Pacheco (inventor of PTech+),"
Judge Isgur noted.

Tiger Trading argues that the agreement involved a present
assignment of rights in a future invention (PTech+).  HDD Rotary
-- now Mr. Ogle as Plan Agent -- disagrees, saying there is a
complete absence of factual support for Tiger Trading's assertion.

The lawsuit is, Tiger Trading, Inc., Plaintiff(s), v. HDD Rotary
Sales, LLC, et al, Defendant(s), Adv. Proc. No. 11-3566 (Bankr.
S.D. Tex.).  A copy of the Court's Sept. 11, 2012 Memorandum
Opinion is available at http://is.gd/marlROfrom Leagle.com.

                         About HDD Rotary

HDD Rotary Sales LLC sells, services and support drill pipe and
drill stem components -- from the top drive sub down to the drill
bit.  HDD Rotary developed its own proprietary connection and
patent pending PTECH+ technology.

HDD Rotary filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
11-38053) on Sept. 23, 2011, in Houston.  Leonard H. Simon, Esq.,
at Pendergraft & Simon LLP, in Houston, Texas, serves as counsel
to the Debtor.  The Debtor posted $9,000,000 in assets and
$9,000,000 in liabilities in its schedules.  Gary Haub, managing
member, signed the petition.

HDD's assets were sold to Redneck Pipe Rentals, Inc.  The Court
confirmed HDD Rotary's Chapter 11 plan on Dec. 22, 2011.  The
confirmed plan in the case allowed for the selection of an agent
to effectively implement the plan.  Examples of the Plan Agent's
powers and responsibilities include the ability to prosecute
avoidance actions and claim objections.  Robert Ogle was
eventually selected as Plan Agent.


HEALTHWAREHOUSE.COM INC: Eduardo Altamirano Assumes CFO Position
----------------------------------------------------------------
On Sept. 24, 2012, Patrick E Delaney, chief financial officer,
treasurer and secretary of HealthWarehouse.com, Inc., submitted
his resignation effective immediately.

The Board of Directors of the Company appointed Eduardo
Altamirano, age 31, as Chief Financial Officer, Treasurer and
Secretary.

Mr. Altamirano joined the Company as Vice President of Marketing
and Communications in May 2012.  From June 2010 to April 2012, he
served as Vice President, Investment Banking, at Roth Capital
Partners, a privately owned investment banking firm that focuses
on small-cap public companies.  Between 2003 and 2010, he held
increasingly responsible investment banking, private equity and
equity research positions at Riveria Investment Group, UBS and
Credit Suisse.  Roth Capital Partners, Riveria Investment Group,
UBS and Credit Suisse are not affiliates of the Company.  Mr.
Altamirano holds a B.B.A. in Finance and a B.A in International
Studies from Southern Methodist University.

There are no family relationships between Mr. Altamirano and any
director or executive officer of the Company, and he has no direct
or indirect material interest in any transactions with the
Company.

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-
commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

The Company's balance sheet at March 31, 2012, showed
$2.5 million in total assets, $5.7 million in total liabilities,
redeemable preferred stock of $659,310, and a stockholders'
deficit of $3.9 million.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.

"Since inception, the Company has financed its operations
primarily through product sales to customers, debt and equity
financing agreements, and advances from stockholders.  As of
March 31, 2012 and December 31, 2011, the Company had negligible
cash and a working capital deficiency of $4,479,571 and
$2,404,464, respectively.  For the three months ended March 31,
2012, cash flows included net cash used in operating activities of
$177,395, net cash used in investing activities of $81,043 and net
cash provided by financing activities of $258,401.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said in its quarterly
report for the period ended March 31, 2012.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.


HEARTHSTONE HOMES: Judge Approves, But Cuts Committee Lawyers' Fee
------------------------------------------------------------------
Chief Bankruptcy Judge Thomas L. Saladino approved the amended
application for payment of fees and expenses filed by Gross &
Welch, P.C., L.L.O., attorneys for the Committee of Unsecured
Creditors in the Chapter 11 case of Hearthstone Homes Inc., at the
reduced amount of $53,048.00, plus expenses in the amount of
$1,602.95, for a total of $54,650.95.  The law firm originally
sought payment of $85,681.50 for fees and $1,602.95 for expenses.

The U.S. Trustee, the Chapter 11 trustee for Hearthstone Homes,
and Wells Fargo Bank, N.A., objected to the fee request.

Judge Saladino noted that the "case is somewhat unusual in that
nearly all of the fees requested by counsel for the Creditors
Committee were for services performed after the appointment of the
Chapter 11 trustee."  Judge Saladino, citing In re Pacific Ave.,
LLC, 467 B.R. 868-870 (Bankr. W.D.N.C. 2012), pointed out that
once a Chapter 11 trustee is appointed, the role of the Creditors
Committee should be reduced since the trustee has a statutory
fiduciary duty to the same unsecured creditors represented by the
Committee.  Accordingly, the Committee should limit its
involvement and avoid unnecessary duplication of the trustee's
efforts.

"The parties are in agreement that the services of attorneys for
committees are considered 'necessary' if they are incurred in
furtherance of the committee's statutory duties under the Code.
However, the objecting parties seem to believe that little or none
of the fees incurred by the applicant should be approved. The
objections do not dispute the reasonableness of the rates charged
or validity of the time spent.  Instead, the objections pertain to
whether the applicant's efforts were reasonable and necessary, or
an unnecessary duplication of the trustee's efforts. The
objections take the position that it was quite clear early on that
the unsecured creditors would not realize any recovery from the
over-encumbered real and personal property of the estate, so the
role of the committee with regard to estate assets, financing,
etc. should have been quite limited.  Instead, the objections
assert that the Committee and the applicant should have focused
only on the recovery of assets that might benefit unsecured
creditors," Judge Saladino said.

"The applicant did file a brief in support of the fee application,
but it failed to address the specifics of the objections.
Instead, the applicant seems to be relying upon the premise that
the role of the Committee is extremely broad and that the services
were generally provided in furtherance of the Committee's
statutory functions," Judge Saladino continued.  "While I
generally agree that the applicant failed to 'limit the issues
deemed necessary to investigate and not become overly involved in
the case,' I do believe that many of the services of the applicant
are compensable."

The judge ended his decision by saying, "Disputes over fee
applications are not pleasant for any of the parties involved --
the applicant, the objecting parties, and the judge.  The
applicant ends up spending substantial time in an effort to
support the necessity and reasonableness of the time it has
already incurred. The objecting parties have to expend
considerable effort to show that the applicant's charges were not
necessary or reasonable. The judge, of course, is left with the
task of determining what was reasonable and necessary, even though
there is no dispute that the applicant actually performed the
work. It is my sincere hope that the Committee and its counsel
will hereafter proceed with recognition of its limited role in
light of the role of the trustee. In particular, the Committee's
focus should be on assisting the trustee with the recovery of
assets for the benefit of the bankruptcy estate,"

A copy of the Court's Sept. 12, 2012 Order is available at
http://is.gd/F7c1Ezfrom Leagle.com.

                    About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that Hearthstone Homes sought bankruptcy
protection after a deal to sell the company fell through.
Hearthstone Homes' principal business activities have been the
purchase, development and sale of residential real property for
40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

The Official Committee of Unsecured Creditors was appointed on
March 2, 2012.  Gross & Welch, P.C., L.L.O., represents the
Committee.

On March 9, 2012, Wells Fargo Bank filed a motion to appoint a
Chapter 11 trustee, saying the Debtor had no unencumbered assets,
no cash, and no present source of income.  On March 13, an order
was entered granting the motion to appoint a Chapter 11 trustee.
The U.S. Trustee, through consultation with creditors, selected
C. Randel Lewis to be the Chapter 11 trustee, which was approved
by the Court on March 21, 2012.


HERITAGE EQUITY: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Heritage Equity & Realty LLC
                199 Lee Avenue
                Suite 192
                Brooklyn, NY 11211

Bankruptcy Case No.: 12-46807

Involuntary Chapter 11 Petition Date: September 23, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Petitioners' Counsel: Boris Kogan & Associates
                      277 Broadway, Suite 701
                      New York, NY 10007

Creditors who signed the Chapter 11 petition:

  Petitioners                    Nature of Claim    Claim Amount
  -----------                    ---------------    ------------
Cong. Soro B'Ohel Inc.           Loan               $20,000
143 Hewes Street
Brooklyn, NY 11211

Shaya Krausz                     Loan               $100,000
183 Wilson Street
Suite 189
Brooklyn, NY 11211

B. Kogan PLLC                    Services           $26,000
236 Broadway
Suite 208
Brooklyn, NY 11211


HERTZ CORP: Fitch Withdraws Rating on Various Debts
---------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the Issuer
Default Rating (IDR) and various debt ratings of The Hertz
Corporation.

The affirmations reflect that there have been no material changes
to Hertz's financial condition since Fitch's last rating
affirmations on Aug. 29, 2012 in connection with Hertz's
announcement of a merger agreement to acquire Dollar Thrifty
Automotive Group (DTG).  On Sept. 10, 2012, Hertz began its cash
tender offer to purchase all outstanding shares of common stock of
DTG at the announced price of $87.50 per share in a cash
transaction valued at a corporate enterprise value of
approximately $2.3 billion.

Fitch views Hertz's acquisition of DTG as neutral to existing
ratings, as the higher price tag is offset by improved underlying
company performance and Fitch's belief that the acquisition is
strategically complementary.  While the proposed price per share
is substantially higher than Hertz's last offer, the cash outlay
and incremental debt financing is not expected to result in a
significant increase in leverage.  Pro forma leverage, based on
corporate debt to corporate EBITDA, would have been 3.7x at June
30, 2012 on a combined basis, compared to 3.2x for Hertz
standalone.

Based on its latest quarterly filings as of June 30, 2012, Hertz
has minimal corporate debt coming due except its corporate
revolver, which is not expected to mature until March 2016.  The
company also has approximately $4.9 billion of primarily short-
term, secured, nonrecourse borrowings under its fleet facilities,
which are expected to mature between 2013 and 2018.  These
borrowings are primarily revolving in nature and arise from
ongoing funding needs for operations and fleet expenditures.  This
amount excludes a $474.7 million senior convertible note for Hertz
Global Holdings, which became convertible in January 2012.  Fitch
believes that cash generated from operations, proceeds from the
disposal of vehicles and equipment, as well as available amounts
under Hertz's various liquidity facilities are more than
sufficient to meet upcoming maturities.

Fitch has affirmed the following ratings and simultaneously
withdrawn them:

The Hertz Corporation

  -- Long-term IDR at 'BB-', Outlook 'Stable';
  -- Senior secured revolving facility at 'BBB-';
  -- Secured term facility at 'BBB-';
  -- Letter of credit facility at 'BBB-';
  -- Senior unsecured at 'BB-'.


ICEWEB INC: David Lane, et al., to Resell 50-Mil. Common Shares
---------------------------------------------------------------
Iceweb, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the sale
by David Lane, Michael Schmahl, Kenneth Ikemiya, et al., of up to
50,025,620 shares of the Company's common stock, which includes
13,455,958 shares which are presently outstanding and 36,569,662
shares issuable upon the exercise of warrants with exercise prices
ranging from $0.074 to $0.15 per share.  All of these shares of
the Company's common stock are being offered for resale by the
selling security holders.

The Company will not receive any proceeds from the sale of these
shares by the selling security holders.  However, the Company will
receive proceeds from the exercise of the warrants if they are
exercised for cash by the selling security holders.

The Company will bear all costs relating to the registration of
these shares of the Company's common stock, other than any selling
security holders' legal or accounting costs or commissions.

The Company's common stock is quoted on the regulated quotation
service of the OTC Bulletin Board under the symbol "IWEB".  The
last reported sale price of the Company's common stock as reported
by the OTC Bulletin Board on Sept. 19, 2012, was $0.07 per share.

A copy of the Form S-1 prospectus is available for free at:

                         http://is.gd/FfvN71

                           About IceWEB Inc.

Sterling, Va.-based IceWEB, Inc., manufactures high performance
unified data storage appliances with enterprise storage management
capabilities.

The Company's balance sheet at June 30, 2012, showed $3.1 million
in total assets, $7.9 million in total liabilities, and a
stockholders' deficit of $4.8 million.

Sherb & Co., LLP, in Boca Raton, Florida, stated in its report
on the consolidated financial statements of the Company for the
years ended Sept. 30, 2011, and 2010, that the Company had net
losses of $4.7 million and $7.0 million respectively, for the
years ended Sept. 30, 2011, and 2010, which raise substantial
doubt about the Company's ability to continue as a going concern.


IMAGE TRANSFORM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Image Transform, Ltd.
        1152 Southeast Gateway Drive
        Grimes, IA 50111

Bankruptcy Case No.: 12-02967

Chapter 11 Petition Date: September 21, 2012

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

Judge: Anita L. Shodeen

Debtor's Counsel: Michael P. Mallaney, Esq.
                  HUDSON, MALLANEY, SHINDLER & ANDERSON, P.C.
                  5015 Grand Ridge Drive, Suite 100
                  West Des Moines, IA 50265-5749
                  Tel: (515) 223-4567
                  Fax: (515) 223-8887
                  E-mail: mpmallaney@hudsonlaw.net

Scheduled Assets: $908,831

Scheduled Liabilities: $1,217,693

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/iasb12-02967.pdf

The petition was signed by Nancy Cherkas, vice president.


INNER CITY: Gets 45-Day Extension to File Chapter 11 Plan
---------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that Inner
City Media Corp. will keep control over its Chapter 11 case
through Oct. 19 while regulators continue to review its plan to
sell its radio stations to its senior lenders.

                         About Inner City

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

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

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

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

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

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

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


INTEGRA HEALTHCARE: Court Trims Lawsuit Against SIMBA, LeBlanc
--------------------------------------------------------------
Bankruptcy Judge Brenda T. Rhoades dismissed portions of the Third
Amended Complaint to Avoid Preferential and/or Fraudulent
Transfers, and for Breach of Fiduciary Duty commenced by Linda S.
Payne, the chapter 7 trustee for Integra Healthcare Holdings Ltd.
and its affiliated debtors, against SIMBA Ventures Holdings Ltd.,
SIMBA Ventures GP LLC, and David LeBlanc.

The Chapter 7 Trustee sued SIMBA Ventures Holdings, Ltd., SIMBA
Ventures GP, LLC, David LeBlanc, Hedy LeBlanc, the CRL Family
Trust, the Whitaker Family Trust, and the WEL Family Trust to
avoid and recover alleged preferential and fraudulent transfers
pursuant to 11 U.S.C. Sections 547 and 548, and for breach of
fiduciary duty.  The Defendants seek dismissal of all the claims,
arguing the Plaintiff has failed to frame a viable cause of action
despite several amendments of her complaint.

The Plaintiff alleges that David LeBlanc formed IHH in February
2006 for the purpose of acquiring and developing post-acute
healthcare facilities focusing on inpatient rehabilitation therapy
services and skilled nursing service.  His alleged goal was to
build or acquire 850 beds in 15 facilities over a five-year
period. The Plaintiff alleges that LeBlanc formed IHM for the
purpose of managing these facilities.  The Plaintiff alleges that
LeBlanc built or acquired several facilities between February 2006
and December 2007.  In particular, IHP was formed in May 2006 for
the purpose of operating a soon-to-be constructed facility in
Plano, Texas.  IHBR was formed in December 2006 for the purpose of
operating a pre-existing facility in Baton Rouge, Louisiana.

The precise ownership of these entities is complicated. In general
terms, the Plaintiff alleges that David LeBlanc, the CR Family
Trust, the Whitaker Family Trust and the WEL Family Trust owned
SIMBA Ventures Holdings, Ltd. ("SVH"), and that David LeBlanc and
his wife Hedy owned the entity that was the general partner of
SVH. The Plaintiff further alleges that SVH owned 99% of IHH, and
that David LeBlanc and his wife Hedy owned the entity that was the
general partner of IHH. The Plaintiff alleges that IHH, in turn,
owned 100% of IHBR and 60% of IHP.

IHBR was a profitable facility. IHP was not. The Plaintiff alleges
that David LeBlanc and the various entities he controlled used
IHBR to fund the operational expenses of IHP. The Plaintiff
alleges that the Defendants transferred funds from IHBR to other
Debtors, including IHP, and to SVH. The Plaintiff complains that
the Defendants' actions caused IHBR to become insolvent.
The Plaintiff alleges that SVH funded the operations of one or
more of the Debtors.  The Plaintiff alleges that, as a result, the
Debtors became indebted to SVH.  The Plaintiff alleges that, as of
March 27, 2008, the debt due to SVH was $15,812,311.  The
Plaintiff's Third Amended Complaint does not include specific
details, such as when the alleged funding occurred, which Debtor
received the funding, how much each Debtor allegedly received from
SVH, or how much each Debtor owed to SVH on the Petition Date. The
Plaintiff generally alleges that the Debtors' obligation to SVH
remained due and owing as of the bankruptcy petition date.
The Plaintiff seeks to recover pre-petition transfers totaling
$38,682,930.  The alleged transfers occurred between February 2007
and March 2009.  The Exhibits attached to the Plaintiff's Third
Amended Complaint reflect that approximately $30,000,000 of the
alleged transfers was made from the same Debtor to the same Debtor
or from one Debtor to another Debtor.  The Plaintiff alleges that
the Debtors transferred $8,556,856 to non-debtor parties.  Several
of these non-debtor parties are not defendants in this action.
The total amount the Plaintiff alleges that the Debtors
transferred to non-defendants is $703,769.  In addition, the
attachments to the Plaintiff's Third Amended Complaint reflect
that one transfer from IHP to SVH in the amount of $300,000
occurred post-petition.

In its ruling, the Court ruled that the Defendants' motion will be
granted as to (1) the Section 547(b) claim for the recovery of
transfers that occurred more than one-year prior to bankruptcy;
(2) any claim for the recovery of transfers from the Debtors to
themselves or to each other, for transfers to non-defendants, for
transfers to Defendants other than SVH, or for transfers that
occurred post-petition; (3) any claim for breach of fiduciary duty
based on actions occurred more than two years before the filing of
the Third Amended Compliant; and (4) the claim for constructive
fraud except as to transfers from IHBR that occurred within two
years of bankruptcy. The Plaintiff's motion to amend her Third
Amended Complaint will be denied.

The lawsuit is, LINDA S. PAYNE, TRUSTEE, Plaintiff, v. SIMBA
VENTURES HOLDINGS, LTD., SIMBA VENTURES GP, LLC, DAVID LEBLANC,
HEDY LEBLANC, CRL FAMILY TRUST, WHITAKER FAMILY TRUST and WEL
FAMILY TRUST, Defendants, Adv. Proc. No. 10-4241 (Bankr. E.D.
Tex.).  A copy of the Court's Sept. 24, 2012 Memorandum Opinion is
available at http://is.gd/98rieHfrom Leagle.com.

                      About Integra Hospital

Integra Hospital Plano LLC, Integra Hospital Baton Rouge LLC,
Integra Hospital Management LLC, and Integra Healthcare Holdings
Ltd. each filed Chapter 11 bankruptcy cases (Bankr. E.D. Tex. Case
Nos. 08-42998, 08-42999, 08-43001 and 08-43002) on Nov. 15, 2008.
Plano, Texas-based Integra -- http://www.integrahospitalplano.com/
-- operated a physical rehabilitation center.  Judge Brenda T.
Rhoades oversees the Chapter 11 case.  Carol E. Jendrzey, Esq.,
and Lindsey Graham, Esq., at Cox Smith Matthews, in San Antonio,
Texas, have been tapped as bankruptcy attorneys.  The U.S. Trustee
for Region 6 appointed creditors to serve on an Official Committee
of Unsecured Creditors.  William L. Medford, Esq., at Greenberg
Traurig LLP, represented the Committee.  In their petition,
Integra Hospital estimated assets and debts of $100 million to
$500 million.  The Court converted each of the cases to chapter 7
on March 31, 2009, and appointed Linda S. Payne as the chapter 7
trustee.


INTERPROPERTIES HOLDING: Fitch Holds 'BB-' Rating on $185MM Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Interproperties Holding
(Interproperties) as follows:

Interproperties:

  -- Foreign currency Issuer Default Rating (IDR) at 'BB-';
  -- Local currency IDR at 'BB-';

Interproperties Finance Trust (IFT):

  -- Foreign currency IDR at 'BB-';
  -- Local currency IDR at 'BB-';
  -- USD185 million senior secured notes at 'BB-'.

IFT, the issuer of the notes, is a trust constituted under the
laws of the Cayman Islands solely to issue the secured notes.  The
notes are structured as if they were senior secured obligations of
Interproperties.

The Rating Outlook is Stable

Interproperties' ratings reflect its solid business position in
Peru's shopping center industry with participation in eight
shopping centers, stable and predictable cash flow generation, and
the low working capital requirements nature of the industry.
Incorporated in the ratings is the company's stable revenue stream
derived from its lease portfolio and the credit profile of its
main tenants.  The lease revenues are predominately fixed in
nature and also provide for the pass-through of ongoing
maintenance and operating expenses for the company's properties,
which lowers business risk.  Factors that constrain the rating are
limited asset and tenant diversification, high leverage, execution
risk related to its capex plan.

Integration to Major Peruvian Retail Operator Incorporated:

The company's operations complement a diversified retail platform
as Interproperties is integrated as a central component of the
business strategy of the retail holding company Intercorp Retail
Peru, which is oriented to expand its operations in the
supermarket, pharmacy, department stores, and home improvement
retail formats.  The expected business growth in Intercorp Retail
Peru's operations ensures high occupancy levels for the
Interproperties' assets and is the main driver behind
Interproperties' important capex plan.  As of June 30, 2012,
approximately 70% of the company's total GLA was occupied by
tenants that belong to the same economic group.

Positive Business Environment:

Interproperties is expected to continue to benefit from the strong
industry fundamentals as a result of a positive macroeconomic
environment coupled with a limited supply of leasable shopping
areas.  Peru's favorable economic environment has led to increases
in disposable income, which in turn has boosted retail sales
growth at a higher rate than Peru's inflation rate and GDP growth.
Furthermore, there is a limited supply of gross leasable area in
the shopping centers, and, therefore, an inadequate supply of
space to meet the demands of the main retailers.  The ratings
reflect the view that the company will continue to benefit from
the country's positive business environment.  The Peruvian economy
is forecasted to post growth rates of 5.8% and 6.2% during 2012
and 2013, respectively, after growing by 6.9% and 8.8% in 2011 and
2010, respectively.

Operating Metrics Trending Positive, Limited Diversification:

The company's operational performance reflects its portfolio
quality, evidenced by the high level of occupancy, positive
trending in tenant sales, and rent per square meter.
Interproperties achieved a 98% occupancy rate during the second
quarter of 2012.  This compares with 97% during 2Q2011.  The
company's tenant consolidated sales totaled USD196 million during
the first half of 2012 (1H2012), representing increases of 42%
over 1H2011, while same sales store (SSS) during 1H2012 increased
by 16% versus 1H2011.  In addition, the company had a 26% increase
in the level of rent per square meter (m2) to during 1H2012.  The
company's revenues for the last 12 month (LTM) ended in June 2012
was approximately USD25.1 million, adjusted by the effect of the
change in fair value of assets (USD6.9 million).

The ratings factor Interproperties' geographic, income, and tenant
diversification.  The company has operations in eight malls.  The
company's three largest malls are Real Plaza Huancayo, Real Plaza
Primavera, and Real Plaza Arequipa that represent approximately
19%, 18%, and 16%, respectively, (or 53% combined) of the
company's total revenue.  In addition, the company's tenant
composition is concentrated as its 10 most important tenants
represent approximately 45% and 72% of the company's total annual
rent revenue and total GLA, respectively.  This concentration is
counterbalanced by the credit quality of these tenants.

Capex Plan to Increase GLA 80% by 2014:

Interproperties is currently implementing an aggressive capex plan
with several greenfield and expansion projects, which are expected
to be funded with the company's liquidity, cash flow generation
(EBITDA), and equity increases During the LTM ended June 2012, the
company added approximately 25,641 square meters to its gross
leasable area (GLA) for a total GLA of 191,140 square meters.  The
company's capex plan for 2012 and 2013 is expected to reach levels
of approximately USD100 million and USD115 million, respectively,
increasing the company's total GLA to 249,615 square meters and
346,585 square meters by the end of 2013 and 2014, respectively.

The company has adjusted its original plan (September 2011) by
giving priority to complete expansion projects in several of its
shopping centers during 2011-12 period, while the Salaverry
project, which was initially scheduled to be completed by the end
2013 with an original GLA target of 66,000 square meters, has been
rescheduled and is now expected to be opened in 2014 and will add
73,642 square meters.  The company's implementation of its capex
plan should increase cash flow generation.  During LTM June 2012,
the company's EBITDA was USD19 million, Fitch's base case
considers Interproperties' EBITDA (annual basis) will be around
USD30 million by the end of 2013.

Leverage Expected to Remain High during 2012-13 Period:

Interproperties had USD199 million of debt at the end of June,
resulting in a total debt-to-EBITDA ratio of 10.4x.  Business
deleverage is expected to start taking place as projects are
completed, resulting in a decline in the company's forecasted
gross financial leverage to around 9x and 7x by the end of 2012
and 2013, respectively.  FCF is expected to be negative during
2012-13 period - driven by the capex plan. Equity infusions should
support the financial needs of the company during 2012-13 period.
Interproperties is in compliance with the covenants related to the
secured notes as well as bank loans.

Adequate Liquidity and Good Collateral Support:

The secured notes (USD185 million) are the main component of the
company's total debt of USD199 million by the end of June 2012,
considers only interest payments during the first three years.
The notes' structure provides financial flexibility to the company
to complete the capex plan and increase its cash flow generation.
Interest payments related to the secured notes are estimated
around USD16 million per year during 2012-14 period.  In 2015, the
company will start to face a total amount related to the secured
notes in debt service of principal and interests of USD25.4
million, which should be covered by the expected EBITDA levels at
that point in time.

Positively incorporated, the notes are secured by encumbered
assets that are composed by real properties with a commercial
value of approximately USD267 million (net of secured loans) by
the end of June 2012, which results in a current LTV ratio of 69%
for the secured notes.

Rating Drivers:

Key rating drivers include the development of the Peruvian
macroeconomic environment in which the company operates.  The
Stable Outlook reflects Fitch's expectation that Interproperties
will complete its capex plan as scheduled and reach EBITDA levels
by the end of 2013 that would be sufficient to cover principal and
interest payments.  The Stable Outlook also incorporates the view
that the company's adjusted gross leverage will be around 7x by
the end of 2013.

Positive Rating Actions: Interproperties' ratings could be
positively affected by significant improvement in its cash flow
generation, credit metrics, and collateral support due to capex
plan completion ahead of original schedule.  An upgrade is not
likely to occur until the company completes its capex plan,
reverses its free cash flow trends and lowers leverage; which is
not expected to occur during the next 12-month period ended in
June 2013.

Negative Rating Actions: Delays in the company's capex plans for
2012 and 2013 would likely result in a negative rating action.  A
rating downgrade could be triggered by a decline in the Peruvian
macroeconomic environment in which the company operates, and/or
delays in the execution of the capex plan, resulting in a
deterioration of the company's credit profile and collateral
support.


JACUZZI BRANDS: S&P Affirms 'CCC' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Chino,
Calif.-based spa and bath manufacturer Jacuzzi Brands Corp. to
developing from negative.

"At the same time, we affirmed all of our ratings on the company,
including the 'CCC' corporate credit rating," S&P said.

"The outlook revision and affirmation reflect our assessment of
Jacuzzi's refinancing risk relative to its upcoming term loan
maturities," said credit analyst Maurice Austin. "Jacuzzi recently
extended the maturity of its $45 million asset-based lending
facility to December 2013 from February 2013, but the facility has
a springing maturity of October 2013 if its $35.2 million term
loan due 2013 is still outstanding as of that date."

"The rating outlook is developing, reflecting Jacuzzi's
refinancing risk. We expect to see a slight improvement in 2012
EBITDA from last year due to the company's ongoing rationalization
and cost-cutting measures. Still, debt-to-EBITDA should remain
above 10x in 2012, with EBITDA coverage of interest of about
1.5x," S&P said.

"We could raise the ratings if the company is able to improve its
operating performance while addressing its upcoming debt
maturities and improving its liquidity position," S&P said.

"If the company is unable to refinance its $185 million senior
secured credit facilities by the third quarter of 2013, we could
lower the ratings," S&P said.


JEWISH COMMUNITY CENTER: Case Trustee Can Hire Accountant
---------------------------------------------------------
The Bankruptcy Court for the District of New Jersey has authorized
Catherine E. Youngman, as Chapter 11 Trustee for Jewish Community
Center of Greater Monmouth County, to employ Bederson & Company
LLP as accountant.

The professional services to be rendered are:

     a. Review of the debtor's and the estate's tax obligations;

     b. Preparation of tax returns for the estate as required;

     c. Analysis of the claims asserted by secured creditors and
        others;

     d. Attendance at meetings pursuant to my request; and

     e. Performance of such other duties as may be necessary and
        appropriate to assist me in the administration of the
        estate.

The Chapter 11 Trustee assures the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                       About Jewish Community

Headquartered in Deal Park, New Jersey, Jewish Community Center of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D.
N.J. Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.


JEWISH COMMUNITY CENTER: Youngman Appointed as Chapter 11 Trustee
-----------------------------------------------------------------
Judge Michael Kaplan of the Bankruptcy Court for the District of
New Jersey has approved the appointment of Catherine E. Youngman
as Chapter 11 Trustee for Jewish Community Center of Greater
Monmouth County.

Headquartered in Deal Park, New Jersey, Jewish Community Center of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D.
N.J. Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.


JEWISH COMMUNITY CENTER: Case Trustee Hiring Atkins as Appraiser
----------------------------------------------------------------
Catherine E. Youngman, as Chapter 11 Trustee for Jewish Community
Center of Greater Monmouth County, asks the Bankruptcy Court for
the District of New Jersey for authorization to employ A. Atkins
Appraisal Corp. as appraiser.  According to the Chapter 11
Trustee's court filing, the firm has been selected because it is
experienced in this type of appraisal and is qualified to fully
and accurately appraise the debtor's assets and inventory.

The Chapter 11 Trustee assures the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                  About Jewish Community Center

Headquartered in Deal Park, New Jersey, Jewish Community Center of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D.
N.J. Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.


JEWISH COMMUNITY CENTER: Case Trustee Can Hire Forman Holt
----------------------------------------------------------
The Bankruptcy Court for the District of New Jersey has authorized
Catherine E. Youngman, as Chapter 11 Trustee for Jewish Community
Center of Greater Monmouth County, to employ Forman Holt Eliades
Ravin & Youngman, LLC as its counsel.

The professional services to be rendered will include:

     a. Investigation and prosecution of claims on behalf of the
        Trustee and the debtor's estate;

     b. Preparation of notices, applications, motions,
        certifications, and complaints, and the prosecution or
        settlement thereof, on behalf of and for the benefit of
        the Trustee and the debtor's estate;

     c. Assistance to the Trustee in connection with the
        liquidation of the assets of the estate as is appropriate
        under the circumstances;

     d. Preparation of correspondence to and attendance at
        conferences with the debtor and creditors of the estate,
        the Court, the Office of the United States Trustee and
        parties-in-interest; and

     e. Any other purpose that is necessary and proper to assist
        the Trustee in carrying out his duties in the
        administration of the estate.

The Chapter 11 Trustee assures the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                  About Jewish Community Center

Headquartered in Deal Park, New Jersey, Jewish Community Center Of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D.
N.J. Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.


JHK INVESTMENTS: Can Use Bay City Cash Collateral Through Oct. 10
-----------------------------------------------------------------
Judge Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut has signed off on a stipulation between
JHK Investments, LLC, and Bay City Capital Fund V, L.P. and Bay
City Capital Fund V Co. Investment Fund L.P., on the use of cash
collateral and granting adequate protection.

Bay City alleges a first priority secured claim against all of
JHK's assets, including JHK's cash and accounts receivable.  JHK
alleges that it is essential to JHK's business and operations, and
the preservation of the value of its assets, that it obtain a
preliminary order authorizing it to use cash receipts to pay
business expenses necessary to avoid irreparable harm to the
estate.

Under the terms of the stipulation, JHK is authorized to use cash
collateral, which may be subject to the liens of Bay City, through
Oct. 10, 2012, in accordance with the budget.  In exchange for the
preliminary use of cash collateral by JHK, and as adequate
protection for Bay City's interests therein, Bay City is granted
replacement or substitute liens in all post-petition assets of JHK
and proceeds.

Judge Shiff clarifies that it is the purpose and intent of the
Order to allow JHK to use accounts receivable which may constitute
cash collateral of Bay City on a revolving basis, and to provide
Bay City with liens upon post-petition assets to the extent that
Bay City held valid liens as of the Petition Date, so that their
interests therein will not be diminished during the pendency of
the Chapter 11 case.

The Debtor earlier asserted that the value of its assets is far in
excess of the Bay City debt and therefore a significant equity
cushion exists.  The existence of equity cushions is more than
adequate to protect Bay City's purported liens.  In addition, Bay
City has a mortgage on the guarantor's real estate with additional
equity.

                       About JHK Investments

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, estimating
under $100 million in assets and more than $10 million in
liabilities.  Craig I. Lifland, Esq., at Zeisler & Zeisler, P.C.,
represents the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


JHK INVESTMENTS: Schedules Filing Deadline Reset to Sept. 28
------------------------------------------------------------
The Bankruptcy Court for the District of Connecticut has extended
the deadline in which JHK Investments, LLC, should file its
schedules of assets and liabilities and statement of financial
affairs through and including Sept. 28, 2012.

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, estimating
under $100 million in assets and more than $10 million in
liabilities.  Craig I. Lifland, Esq., at Zeisler & Zeisler, P.C.,
represents the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


JOHN BECK II: Telemarketer Files for Chapter 11 Bankruptcy
----------------------------------------------------------
Dawn McCarty at Bloomberg News reports that John N. Beck II filed
for Chapter 11 protection in the U.S. Bankruptcy Court, Northern
District of California (Case No. 12-47882).

According to Bloomberg, Mr. Beck II sought bankruptcy protection
after a federal court imposed a lifetime ban that put him out of
the infomercial and telemarketing businesses.  Mr. Beck listed
assets of as much as $10 million and debt of as much as $500
million.

The report says a court ordered Mr. Beck and other marketers of
three systems including "John Beck's Free & Clear Real Estate
System" to pay $478 million for deceiving close to 1 million
consumers, the Federal Trade Commission said in an Aug. 23
statement.

Bloomberg notes the FTC case is Federal Trade Commission v. John
Beck Amazing Profits LLC, 09-CV-4719, U.S. District Court for the
Central District of California.

According to Bloomberg, John N. Beck II is a marketer of so-called
get-rich-quick systems.


JIN SUK KIM: Court Approves Stipulation Over Sale of Mall Property
------------------------------------------------------------------
Bankruptcy Judge Thomas J. Catliota signed off on a Stipulation
and Consent Order between La Union Center LLC and Marc Albert, the
disbursing agent for the estate of the Jin Suk Kim Trust,
resolving an emergency motion to compel the Jin Suk Kim Trust to
(1) sell and transfer mall property pursuant to the confirmed
Chapter 11 plan, and (2) distribute funds pursuant to a cash
collateral agreement.

The Jin Suk Kim Trust, dba La Union Mall, filed for Chapter 11
(Bankr. D. Md. Case No. 11-14033) on March 1, 2011, listing under
$50,000 in both assets and debts.  A copy of the petition is
available at no charge at http://bankrupt.com/misc/mdb11-14033.pdf
The Trust is represented by Janet M. Nesse, Esq., at Stinson
Morrison Hecker LLP.  Affiliate Jin Suk Kim filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 10-18008) on April 12, 2010.

The Jin Suk Kim Trust was the owner of real property, improvements
and related personal property located at 1401 University Boulevard
East, Hyattsville, Maryland.  La Union Center was the secured
creditor with a first priority security interest and lien on the
Mall Property.

On June 4, 2012, La Union Center filed a Disclosure Statement and
a Plan of Reorganization, which was amended on June 6.  Following
a hearing held on July 25, the Court entered an Order Approving
Disclosure Statement and Confirming Amended Plan of Reorganization
Proposed by Secured Creditor La Union Center.

Pursuant to the Plan and Confirmation Order, Marc Albert was
appointed as the Disbursing Agent for the Debtor's estate.  The
Debtor was required to sell and transfer the Mall Property to La
Union Center on the Effective Date in full satisfaction of La
Union Center's claims in the Debtor's case.  The Effective Date of
the Plan occurred on Aug. 13, 2012.

On Aug. 16, 2012, La Union Center filed a Motion to Compel the
Debtor to (1) Sell and Transfer Mall Property Pursuant to
Confirmed Chapter 11 Plan, and (2) Distribute Funds Pursuant to
Cash Collateral Agreement.  On Aug. 17, the Estate and the
Disbursing Agent filed a response.

On Aug. 29, 2012, the Court held a hearing on the Motion and
Response.  On Aug. 30, the Court entered a Consent Order
Authorizing Disbursing Agent to Issue Deed.  By the Order, the
Court authorized and directed the Disbursing Agent to execute and
deliver the deed to the Mall Property to La Union Center, and
further directed that all rents collected from the Mall Property
be held in escrow until further order of the Court or agreement by
the parties.  On Aug. 31, the Disbursing Agent delivered the
executed deed to the Mall Property to La Union Center.

The parties attempted to settle the remaining issues in dispute,
including the payment of open invoices relating to the Mall
Property and distribution of cash on hand, but were unsuccessful
in reaching a resolution.  On Sept. 5, 2012, the Court held a
telephonic hearing and issued a ruling on the payment of open
invoices relating to the Mall Property.  Specifically, the Court
held that the Estate was responsible for all bills which were due
and/or accrued prior to Aug. 31, 2012, and that La Union Center
was responsible for all bills due or accruing after Sept. 1, 2012.
Further, the Court held that any invoices for goods or services
which spanned both pre- and post-sale of the Mall Property, or any
invoices which benefited both the Estate and La Union Center,
should be apportioned and paid by both parties.

The parties have negotiated in good faith and have reached a
consensual resolution with respect to all remaining issues and
have agreed to settlement of all open matters.  Pursuant to the
Stipulation, the parties agree that:

     1. Site Management Company is directed to immediately close
all accounts relating to the Estate and shall turn over to the
Disbursing Agent all money and property relating to the Debtor's
Estate, including but not limited to books, records, checks, and
cash on hand.

     2. La Union Center and the Disbursing Agent have agreed that
in satisfaction of all amounts owned by La Union Center to the
Estate in respect of the Court's ruling, the Estate will have
exclusive title to all cash on hand as of Sept. 5, 2012, in the
amount of $90,442.83.  This includes all amounts delivered to Site
Management as of Sept. 5, 2012 whether or not the checks cleared
by that date.

     3. All current rents received after Sept. 5, 2012 shall be
the exclusive property of La Union Center.

     4. The Estate will pay all invoices contained in Tabs 2 and 3
of the Invoice Binder.  The Estate shall not be responsible to pay
the invoices contained in Tab 1 of the Invoice Binder.

     5. Any additional invoices or claims relating to the Mall
Property not contained in the Invoice Binder shall be paid (a) by
the Estate if the goods or services were provided prior to August
31, 2012; (b) by La Union Center if the goods or services were
provided after August 31, 2012, or (c) by the Parties on a pro-
rated basis if they relate to both pre and post August 31. La
Union Center is not aware of or has been advised of any additional
invoices in categories (a) or (c).

     6. The Estate will retain sole ownership of all accounts
receivable relating to former tenants who were not in possession
of space at the Mall Property as of Aug. 31, 2012.

     7. The Disbursing Agent and La Union Center will jointly
pursue The Matthews Group to recover the past due rental amounts
due to the Estate and to enforce rent obligations owed to La Union
Center from Sept. 1, 2012 forward.

     8. La Union Center and the Disbursing Agent, on behalf of the
Estate, will jointly pursue an action against Site Management
Company for return of the $37,440 commission which was paid
without authorization and in contravention of the Cash Collateral
Agreement and any other claims the estate may have against Site
Management.  Whiteford Taylor & Preston will be lead counsel.  Any
settlement of such claims shall require the consent of both
Parties. Any funds paid by Site Management (via settlement or
judgment), will be split 50% to Estate and 50% to La Union Center.

     9. Any real estate tax refund due with respect to the Mall
Property will be payable solely to La Union Center, and all
governmental agencies who may process any such refund will remit
the refund to La Union Center LLC.  The Disbursing Agent and the
Estate will have no claim to any such refund.

    10. The Disbursing Agent will provide any and all records in
his possession relating to the Mall Property to La Union Center
and will direct that Site Management Company to cooperate with La
Union Center during this transition of records.

    11. Site Management is ordered to cooperate with La Union
Center in respect of providing information and records relating to
the Mall Property and responding fully to all requests for
information relating to the Mall Property.

A copy of the Court's Sept. 20, 2012 Stipulation and Consent is
available at http://is.gd/6mTqRjfrom Leagle.com.

La Union Center is represented by Brent C. Strickland, Esq., and
Kristen B. Perry, Esq. -- bstrickland@wtplaw.com -- at Whiteford
Taylor Preston LLP, Baltimore, Maryland.


KINETEK HOLDINGS: Nidec Acquisition No Impact on Moody's B3 CFR
---------------------------------------------------------------
Moody's Investors Service commented that the B3 corporate family
rating of Kinetek Holdings Corp remains unchanged following the
announcement by Nidec Corporation that it has agreed to acquire
Kinetek.

Kinetek Holdings Corp., headquartered in Deerfield, Illinois, is a
manufacturer of custom-engineered electric motors, gear-motors,
gearing, electronic controls, system solutions, and elevator
control products. Sales for the fiscal year ending December 2011
were $400 million.


KNIGHT CAPITAL: S. Bisgay Named COO; B. Strauss Promoted to CRO
---------------------------------------------------------------
Knight Capital Group, Inc., announced that Executive Vice
President and Chief Financial Officer Steven Bisgay has added
responsibility as Chief Operating Officer, effective immediately.

Mr. Bisgay joined Knight in June 2001 and was named Chief
Financial Officer in August 2007.  During his tenure at the firm,
Mr. Bisgay has overseen the development of Knight's financial
infrastructure, acquisitions of numerous businesses, establishment
of internal audit and enhancement of reporting functions.  Going
forward he is responsible for all financial and operational
aspects of the firm, including accounting, finance, treasury, risk
management, operations, technology, human resources, business
development and investor relations.  He has more than 20 years of
experience in the securities and financial services industries.

Mr. Bisgay received a bachelor of science in accounting from
Binghamton University and a master of business administration from
Columbia University.

"Steve is a proven talent with expansive knowledge of Knight's
operations and tremendous respect from colleagues," said Tom
Joyce, Chairman and Chief Executive Officer, Knight Capital Group.
"After careful consideration, we concluded it was best to
consolidate responsibility for all financial, operational and
technology risk under a single executive."

Mr. Joyce added, "I'm pleased with the work to date to fine-tune
processes and realign resources.  As a result of the efforts, I
believe Knight is better situated to pursue growth from a stronger
foundation."

Knight also announced that Managing Director Brian Strauss was
promoted to the newly-created position of Chief Risk Officer with
global responsibility for credit, market and operational risk
management.  Mr. Strauss joined Knight in August 2009 and was
named Chief Credit Officer in October 2010.  In that role, he
oversaw the buildout and enhancement of the firm's credit control
infrastructure.  He will report to Mr. Bisgay.

"Brian brings a disciplined approach to risk management that
speaks to the depth of his experience," said Mr. Bisgay.  "He is
highly regarded within the capital markets risk community.  Since
joining Knight, he's made a clear impact through building an
effective team, instituting global risk management systems and
advancing the firm's handling of credit risk."

As part of a continuing review of technology operations, Knight
has initiated an internal and external search for a Chief
Technology Officer to report to Mr. Bisgay.  During the search
process, Managing Director Michael Tobin, a 12-year veteran of
Knight, will serve as interim CTO.  Knight has also begun an
external search for an Operational and Technology Risk Manager to
report to Mr. Strauss.

In addition, Executive Vice President Steven Sadoff will
transition to building the firm's correspondent clearing, prime
brokerage and futures businesses from overseeing operations,
services and technology.

"Steven Sadoff has led several critical initiatives at Knight
including the buildout of Knight's trading floor technology,
networking infrastructure and clearing operations," said Mr.
Joyce.  "I'm excited about Knight's clearing-focused initiatives,
which I've asked Steve to lead, as they leverage Knight's
execution capabilities to expand our client offering."

Mr. Strauss oversees all credit, market and operational risk
management at Knight and has more than 25 years of capital markets
credit and risk experience.

Mr. Strauss has been Chief Credit Officer of Knight since October
2010.  Prior to his appointment, he was Head of Credit Risk for
Knight's institutional fixed income business. Mr. Strauss joined
Knight in August 2009.  Prior to that, he was a Managing Director
and Senior Credit Officer at UBS Americas Inc. from 2004 to 2009,
serving as Co-Head of Hedge Fund Credit in the Americas and
managing a team of credit officers and analysts.  Earlier, he was
a Managing Director and Capital Markets Credit Officer at Bank
One.  Mr. Strauss is highly active in the New York capital markets
risk community.  He is the President of the Risk Management
Association - New York Chapter (RMA NY) and is a former
Chairperson of the Capital Markets Credit Analysts Society
(CMCAS).

Mr. Strauss received a bachelor of science in finance from
Georgetown University and a master of business administration from
the Leonard N. Stern School of Business at New York University.

                       About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.

The Company's balance sheet at June 30, 2012, showed $9.19 billion
in total assets, $7.69 billion in total liabilities and
$1.49 billion in total equity.


L & L EVERGREEN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: L & L Evergreen, Inc.
        19 Day Street
        Norwalk, CT 06854

Bankruptcy Case No.: 12-51732

Chapter 11 Petition Date: September 24, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Stephen M. Kindseth, Esq.
                  ZEISLER & ZEISLER
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Fax: (203) 367-9678
                  E-mail: skindseth@zeislaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ctb12-51732.pdf

The petition was signed by Jan Engstrom, president.


L.A. DODGERS: Jones Day to Seek Fees on Behalf of Dewey
-------------------------------------------------------
Dewey & LeBoeuf LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for authorization to employ Jones
Day as special counsel to the Debtor, nunc pro tunc to Sept. 19,
2012, solely for the limited purpose of preparing, filing and
prosecuting a final fee application on behalf of DL in connection
with the bankruptcy of Los Angeles Dodgers and its affiliates.

Prior to the DL's Petition Date, Bruce Bennett, Sidney P.
Levinson, James O. Johnston, and Joshua M. Mester provided
services in connection with the bankruptcy of LAD and certain of
its affiliates.  On June 27, 2011, LAD commenced Chapter 11 cases
in the U.S. Bankruptcy Court for the District of Delaware.  On
May 14, 2012, Messrs. Bennett, Levinson, Johnston, and Mester
joined Jones Day.

Jones Day will not be engaged or retained by DL for any other
purpose and will not be required to appeal any order that may be
entered by the LAD Bankruptcy Court with respect to the Final Fee
Application.  Other than with respect to the services to be
provided by Jones Day under the comprehensive settlement agreement
and stipulation including agreement relating to the Jones Day
Final Fee Application (the "LAD Stipulation"), Jones Day will not
be precluded from representing or holding any interest adverse to
DL in the DL Bankruptcy Case or otherwise by reason of the LAD
Stipulation or the performance of services pursuant to the LAD
Stipulation.  DL consents to and waives any objection it may have
to (a) any representation by Jones Day of any adversary of DL or
any person holding an interest adverse to DL in the DL Bankruptcy
Case or otherwise, and (b) any adverse interest held by Jones Day
or any partners, members of counsel, or associates of Jones Day in
the DL Bankruptcy Case or otherwise.

Based on the facts set forth in the declaration of Sidney P.
Levinson, formerly an attorney at DL and now a partner of Jones
Day, the Debtor's estate may assert certain claims or causes of
action against Jones Day and former DL partners on matters
unrelated to LAD Settlement.

Jones Day will apply to the LAD Bankruptcy Court for professional
compensation at its prevailing hourly rates and for reimbursement
for expenses reasonably incurred in connection with the
preparation and prosecution of the Final Fee Application and LAD
or the LAD Disbursing Agent will directly pay Jones Day all
amounts awarded by the LAD Bankruptcy Court on account of such
services.  The estate of DL will not be responsible for payment of
the fees or expenses incurred by Jones Day in connection with the
preparation and prosecution of the Final Fee Application.
Consequently, the Debtor proposes that Jones Day not be required
to file any fee applications in the Southern District of New York
Bankruptcy Court.

                       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.

                     About Los Angeles Dodgers

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

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

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

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

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

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

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

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

The Dodgers emerged from bankruptcy on April 30, 2012.  The plan
is based on a $2.15 billion sale of the baseball club and Dodger
Stadium to Guggenheim Baseball Management.  The plan pays all
creditors in full, with the excess going to Mr. McCourt.


LADDER CAPITAL: Fitch Rates $325-Mil. Senior Notes 'BB'
-------------------------------------------------------
Fitch Ratings rates Ladder Capital Finance Holdings LLLP and
Ladder Capital Finance Corporation's (collectively, Ladder) $325
million senior notes 'BB'.  The notes have a coupon of 7.375% and
will mature on Oct. 1, 2017.

The notes are unsecured and will rank equally in right of payment
to all of Ladder's existing and future unsecured unsubordinated
debt.  The notes feature an optional redemption at the company's
option, subject to make-whole provisions.  The notes are also
subject to early redemption in the event of a change of control
and a downgrade of one or more notches as a result of the change
in control, unless the company is rated investment grade.

Given that the proceeds from the issuance are expected to be used
to repay certain of Ladder's outstanding borrowings, Fitch does
not believe there will be a material impact on the company's
leverage levels as a result of the issuance.  Ladder's leverage,
measured as debt to equity, was 1.6x at June 30, 2012.

Rating Drivers and Sensitivities

Ladder's ratings reflect its experienced management team,
conservative leverage profile, strong credit and operating trends,
and adequate liquidity.  Rating constraints include the company's
predominantly secured funding profile, with a heavy reliance on
short-term funding, limited operating history and revenue
diversity, 'key man' risk, and the cyclicality inherent in
commercial real estate markets.

The following factors may have a positive impact on Ladder's
ratings and/or Outlook:

  -- Improved funding profile with more longer-term financing
     sources;
  -- A material decline in short-term funding;
  -- Stronger unencumbered liquidity levels;
  -- Consistent and sustained profitability and credit performance
     through multiple market environments, while maintaining a
     conservative leverage posture.

The following factors may have a negative impact on Ladder's
ratings and/or Outlook:

  -- Deterioration in asset quality;
  -- Material operating losses;
  -- A reduction in liquidity relative to outstanding debt;
  -- An increase in leverage beyond the company's articulated
     target;
  -- Material adverse changes to the company's management team.

Fitch currently rates Ladder as follows:

Ladder Capital Finance Holdings LLLP
Ladder Capital Finance Corporation

  -- Long-term Issuer Default Ratings 'BB';
  -- Senior unsecured debt 'BB'.

The Rating Outlook is Stable.


LAKELAND DEVELOPMENT: Ridgeline to Purchase Santa Fe Springs
------------------------------------------------------------
Ridgeline Energy Services Inc. has exercised its option to
purchase the Santa Fe Springs property.

The Lease and Option to Purchase Agreement (LOPA) with Lakeland
Development Company (Lakeland) was previously announced in April
2012, along with the execution of an Asset Purchase Agreement
(APA).  It is expected that Ridgeline will close the LOPA
concurrent with the closing of the APA.  Ridgeline has been
operating and conducting business under a lease and a management
agreement at Santa Fe Springs since April 2012.

The Santa Fe Springs property is a 17 acre parcel of industrially
zoned real estate centrally located in the Los Angeles basin.  It
is ideally located to serve businesses within the southern
California market and is also located in close proximity to all
three major highways.  The Santa Fe Springs facility has an annual
conditional use permit from the City of Santa Fe Springs that
allows it to accept and processes non-hazardous waste water from
commercial and industrial customers in the Los Angeles market.

The Santa Fe Springs facility maintains one of the largest
discharge permits among service providers supporting the Los
Angeles County Sanitation District ("LACSD").

The location of the site, coupled with the existing water
discharge permit, has allowed Ridgeline to build a multi-million
dollar production facility utilizing its proprietary water
treatment technology.  Ridgeline currently has one operating water
treatment installation in operation and a second system ready to
commence treatment, with three more systems in various stages of
construction.  The Company plans a total of eight to nine systems
to be installed on its Santa Fe Springs property over the next 6-9
months.

The LOPA has been amended to allow Ridgeline to acquire the
property for a combination of stock and cash.  The Bankruptcy
Court in Lakeland's Chapter 11 Bankruptcy has authorized Lakeland
to assume the agreement as amended.  The full purchase price is
$13 million as per the announced agreement in April 2012.

However, the amount due upon closing has been reduced by
approximately $2.8 million and allows for deferred payments of the
balance over 15 to 18 months.

Additional, amendments to the LOPA are outlined as follows;

Stock will be issued at a minimum price of $0.70 per share and
priced over a 15 month term from the close of the Agreement. The
maximum amount of stock to be issued will be capped at 9.9 million
shares.  Ridgeline anticipates that the total number of shares
will be further reduced from this number.  The stock will be
released to Lakeland over a period of 15 months after the closing
of the transaction.

Credit for Ridgeline payments made to date of $500,000.

Ridgeline will assume liabilities for Lakeland (up to $3.0
million).  Payment has been deferred for 15 months from closing
further reducing the amount of cash required at closing.

Ridgeline will be immediately awarded a $5 million soil
remediation contract for the remediation of site conditions.  The
contract will be assigned to Ridgeline's Environmental and
Greenfill divisions.  The contract is secured by an insurance
settlement and a portion of the stock purchase price held in
escrow.

Ridgeline will also treat certain water and fluids required to be
remediated under a Los Angeles County approved plan, which will
further reduce Ridgeline's near-term cash requirements.

The net result of these changes is that Ridgeline will pay $2.6
million of upfront cash on closing, as originally planned, with
the balance either paid in stock or cash over a deferred 15- 18
months period.

There are several benefits to Ridgeline for exercising the
purchase option at this time:

Ridgeline will secure the Santa Fe Springs water treatment
business, which has grown to over $500,000 of sales per month
since April of this year, and is expected to continue to growing
rapidly.

It secures Ridgeline's offering of superior waste water and solids
treatment to more than 150 oil and gas, and industrial customers,
as well as the Company's future customers in southern California.

It will add a valuable and substantial real estate asset to the
Company's balance sheet, which can be leveraged for less dilutive
expansion capital as needed.

The use of stock issued over time and deferred payment for part of
the purchase price greatly reduces the upfront cost, while
realizing immediate cash flow from these operations.

Tony Ker, CEO of Ridgeline, stated, "The rapid revenue growth and
significant potential we see at this site as we increased
throughput, warranted immediate action to secure the property.  We
are extremely pleased with the terms we secured for this property
and believe this transaction will not only accelerate our growth
and profitability, but will serve as a model we can easily
replicate at similar facilities around the country.  Since our
initial agreement in April of 2012, we have increased monthly
revenue on an annualized basis from $2.7 million to over $6.9
million, which we plan to expand further as we add additional
treatment systems utilizing our water treatment technologies."

                     About Ridgeline Energy

Ridgeline Energy Services Inc. is an energy services and water
treatment company.  The Company is applying proprietary technology
to treat water generated from industrial and commercial waste
water markets.  These markets include a wide variety of clients
across a broad spectrum of industries including oil and gas.

                     About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LANGUAGE LINE: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Language Line Holdings LLC 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 performance could remain weak and the company's
financial policy will remain very aggressive, causing covenant
headroom to continue to fall as the covenant levels step down,"
said Standard & Poor's credit analyst Daniel Haines. "We expect
covenant headroom to be under 10% for the foreseeable future."

"The corporate credit rating reflects Standard & Poor's
expectation that Language Line's financial policy will remain very
aggressive and leverage will remain high, which underpins our
assessment of the financial risk profile as 'highly leveraged'
(based on our criteria). Lease-adjusted leverage is currently at
5.9x and we expect it to remain over 5.5x for the remainder of
2012 and in 2013. The rating also reflects the company's
vulnerability to clients moving their translation services in-
house, and continued pricing pressure in the over-the-phone
interpretation (OPI) market. The company is also vulnerable to
economic cyclicality. We believe the company's revenue will
continue to decline at a low-single-digit percent rate over the
next year. These factors contribute to our view of Language Line's
business profile as 'weak,'" S&P said.

"Clients typically use Language Line as a supplement to in-house,
multilingual capabilities. Although Language Line is the leading
outsourced OPI provider, the company's clients could move more of
their translation services in-house. Spanish-language OPI accounts
for around 70% of Language Line's total billed minutes. As the
volume of Spanish-English translation demand grows and Spanish
language ability becomes more prevalent, it can become more
economical for a client to reduce outsourcing. The company's
customer base is reasonably diversified, with its largest customer
accounting for less than 5% of its sales. However, four
industries--insurance, financial services, health care, and
government--have historically accounted for more than 70% of
revenue. Consolidation or weakness in these industries could
affect Language Line's operating performance," S&P said.


LEARNING TRACKS: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Learning Tracks, LLC
          dba Learning Nest
              Tiny Treasures
        1710 Whitman Drive
        Melbourne, FL 32904

Bankruptcy Case No.: 12-12909

Chapter 11 Petition Date: September 21, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Elizabeth A. Green, Esq.
                  BAKER & HOSTETLER LLP
                  200 S. Orange Avenue
                  Suntrust Center, Suite 2300
                  Orlando, FL 32801
                  Tel: (407) 649-4000
                  Fax: (407) 841-0168
                  E-mail: egreen@bakerlaw.com

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

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

The petition was signed by Arun Handa, managing member.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
David and Patricia Lundell         Loan                   $149,333
473 Foxlake Lane
La Follette, TN 37766


LIGHTSQUARED INC: Oct. 30 Hearing on LP Lenders' Motion to Sue Set
------------------------------------------------------------------
On Sept. 15, 2012, the Ad Hoc Secured Group of LightSquared LP
Lenders filed the motion with the U.S. Bankruptcy Court for the
Southern District of New York for the entry of an order granting
it, pursuant to Section 105(a) of the Bankruptcy Code, leave,
standing and authority to commence, prosecute and/or settle
certain claims on behalf of the estates of LightSquared, Inc., et
al., against each non-Debtor party to that certain Credit
Agreement in the original principal amount of $263,750,000 dated
as of July 1, 2011.

A hearing on the motion will be held on Oct. 30 at 10:00 a.m.

According to papers filed in Court, faced in June 2011 with an
impending covenant default under LighSquared LP's primary credit
facility, the Debtors' managers had a variety of choices that
would have benefited the Debtors and their creditors.  "They could
have: (i) negotiated with the Debtors' creditors; (ii) caused the
Debtors to file for bankruptcy protection, affording all creditors
their statutory rights and protections under the Bankruptcy Code,
or (iii) made an additional equity investment in the Debtors."
Instead, according to the Ad Hoc Secured Group, Debtors' insiders
"devised a plan that would benefit themselves to the detriment of
the Debtors' creditors, a scheme to stay in the game and hope for
a turnaround while granting themselves rights that no non-insider
creditors could obtain."

According to the Ad Hoc Secured Group, Harbinger Capital Partners
LLC, a hedge fund that controls the Debtors, caused LightSquared
Inc. to enter into a purported prepetition loan with certain
lenders, including Harbinger and an affiliate.

As reported in the TCR on Sept. 19, 2012, the holders of
$1.08 billion in secured debt in LightSquared LP said LightSquared
Inc. received a faulty $263.8 million loan last year.

The July 2011 loan should be recharacterized as an equity
investment by Harbinger, which contributed $183.8 million of the
total, the Ad Hoc Secured Group said.  Affiliates committed
fraudulent transfers when they guaranteed the loan without
receiving anything of value in return, the Ad Hoc Secured Group
contended.

The Ad Hoc Secured Group made the filing on Sept. 15 to beat a
Sept. 28 deadline for challenging the validity of secured claims.

The loan, unsecured when it was made, was given security interests
in late August 2011, the Ad Hoc Secured Group said.  The almost
two-month delay in giving liens amounted to a preference the
bankruptcy court can set aside, they said.

The report relates that the lenders said the transactions
"diverted massive value" from other creditors.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.

The Office of the U.S. Trustee has not appointed a statutory
committee of unsecured creditors.


MARY HOLDER: JPMorgan Doesn't Have Superpriority Admin Claim
------------------------------------------------------------
Bankruptcy Judge Michael B. Kaplan ruled that JPMorgan Chase Bank,
N.A., does not have a superpriority administrative claim against
Mary Holder Agency, Inc., and thus, cannot advance its claim above
all other creditors.  A copy of the Court's Sept. 24, 2012
decision is available at http://is.gd/1eTmmvfrom Leagle.com.

Chase and Mary Holder Agency entered into a loan agreement and
guarantee for $50,000 in September 2000, secured by a blanket lien
on all of the Debtor's assets.  Chase contends that as of the
petition date, it held a fully secured claim based on the Debtor's
stated assets.  Chase claims that as of June 1, 2012, the Debtor
owes Chase a principal balance of $65,112.77, interest of
$1,278.05, and costs of $239.03.

Kimberly Pelky Sdeo, Esq. -- ksdeo@MaselliWarren.com -- at Maselli
Warren, P.C., in Princeton, represents JPMorgan Chase Bank, N.A.

Mary Holder Agency Inc. filed for Chapter 11 (Bankr. D.N.J. Case
No. 11-34280) on Aug. 15, 2011, listing under $1 million in assets
and debts.  On Dec. 8, 2011, the Court entered an order to convert
the case to a proceeding under Chapter 7.  Andria Dobin was
appointed Chapter 7 trustee.  Graig P. Corveleyn, Esq. --
gcorveleyn@sternslaw.com -- at Sterns & Weinroth, in Trenton,
represents the Chapter 7 Trustee.


MEGA HOTELS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mega Hotels, LLC, a New Mexico Limited Liability Company
        dba Comfort Inn and Suites of Las Cruces
        1300 Avenida De Mesilla
        Las Cruces, NM 88005

Bankruptcy Case No.: 12-13503

Chapter 11 Petition Date: September 21, 2012

Court: U.S. Bankruptcy Court
       District of New Mexico (Albuquerque)

Judge: David T. Thuma

Debtor's Counsel: R. Trey Arvizu, III, Esq.
                  ARVIZULAW.COM, LTD.
                  P.O. Box 1479
                  Las Cruces, NM 88004-1479
                  Tel: (575) 527-8600
                  Fax: (575) 527-1199
                  E-mail: trey@arvizulaw.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
is available for free at http://bankrupt.com/misc/nmb12-13503.pdf

The petition was signed by Japinderpal S. Sarang, operating
manager.


MINH VU HOANG: Must Turn Over Diamonds Bought With Estate Money
---------------------------------------------------------------
At the behest of Gary Rosen, the Chapter 7 Trustee of the
bankruptcy estate of Minh Vu Hoang, Bankruptcy Judge Thomas J.
Catliota directed the Debtor to turn over 48.070 carats of
diamonds the Debtor allegedly acquired post-petition with estate
assets.  After a series of evidentiary hearings, the Court held
that Ms. Hoang acquired the diamonds with estate assets, and that
the diamonds are property of the estate.

The Chapter 7 Trustee filed a motion for turnover on Dec. 16,
2010, alleging Ms. Hoang acquired diamonds in six separate
transactions.  Those transactions allegedly involved diamonds and
jewelry totaling in excess of $500,000.

A copy of the Court's Sept. 19 Memorandum of Decision is available
at http://is.gd/QBvbxIfrom Leagle.com.

                About Minh Vu Hoang and Thanh Hoang

Minh Vu Hoang and Thanh Hoang filed a Chapter 11 petition (Bankr.
D. Md. Case No. 05-21078) on May 10, 2005.  They served as debtor-
in-possession until Gary A. Rosen was appointed as chapter 11
trustee on Aug. 31, 2005.  The case was converted to chapter 7 on
Oct. 28, 2005, and Mr. Rosen was appointed the chapter 7 trustee
and continues to serve in that capacity.

Pre-bankruptcy, the Hoangs engaged in a massive asset-concealment
scheme.  Since 1998, the Hoangs purchased distressed real estate
at foreclosure and sold those properties at a profit.  The Debtors
concealed those assets, through sham entities and paperless
transactions, in an effort to impede judgment creditors from
executing on any judgments.


MOSS FAMILY: Can Employ Daniel Freeland as Counsel
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
authorized Moss Family Limited Partnership and Beachwalk, L.P., to
employ Daniel L. Freeland & Associates, P.C., as counsel, to
represent the Debtors under a general retainer, effective as of
the Petition Date.

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors as counsel.  Moss Family Limited
Partnership estimated assets of between $1.0 million and $10.0
million and the same range of debts.  The petition was signed by
Tom Moss, partner.


MOSS FAMILY: Wants to Hire Affiliate as Broker to Sell Properties
-----------------------------------------------------------------
Moss Family Limited Partnership asks the U.S. Bankruptcy Court for
authority to employ Beachwalk Realty, L.L.C., as broker, to sell
its properties located at:

   i) 112 Cottage Camp, Michigan City, Indiana; and
  ii) 102 Cottage Camp, Michigan City, Indiana.

The proposed broker is an affiliate of the Debtors; however, the
broker represents that it neither represents nor holds any
interest adverse to the Applicant's estate.

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors as counsel.  Moss Family Limited
Partnership estimated assets of between $1.0 million and $10.0
million and the same range of debts.  The petition was signed by
Tom Moss, partner.


MOSS FAMILY: Files Schedules of Assets and Liabilities
------------------------------------------------------
Moss Family Limited Partnership filed with the U.S. Bankruptcy
Court for the Northern District of Indiana schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             ----------      -----------
  A. Real Property                $6,440,000
  B. Personal Property              $169,576
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,292,951
E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                            $6,900
                                  ----------       ----------
        TOTAL                     $6,609,576       $6,299,851

A copy of the Schedules is available at:

http://bankrupt.com/misc/mossfamily.doc13.pdf

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors as counsel.  Moss Family Limited
Partnership estimated assets of between $1.0 million and $10.0
million and the same range of debts.  The petition was signed by
Tom Moss, partner.


MOUNTAIN COUNTRY: U.S. Trustee Appoints 7-Member Committee
----------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Mountain Country Partners,
LLC.

The Committee members are:

      1. Kenneth E. Young, Chair
         9 Los Altos Square
         Los Altos, CA 94022-1423
         Tel: (650) 485-3655
         E-mail: kennethervinyoung@gmail.com

      2. April Ann Baltzell
         21 Terraza Del Mar
         Dana Point, CA 92639
         Tel: (949) 248-9365
         E-mail: aprilannb@aol.com

      3. J.J. Bradshaw
         19425 Soledad Canyon Rd. #198
         Santa Clarita, CA 91351
         Tel: (661) 803-9699
         E-mail: buysellrealestate@mail.com

      4. Robert O. Buck
         1663 Carruthers
         Memphis, TN 38112
         Tel: (901) 278-2401
         robuck3@bellsouth.net

      5. Richard A. Davis
         PO Box 542
         Dunedin, FL 34697
         Tel: (727) 798-2074
         E-mail: richdavis777@yahoo.com

      6. Alan Jackson
         91 Fairlawn Drive
         Berkeley, CA 94708
         Tel: (510) 725-5757
         E-mail: jafre07@yahoo.com

      7. Peter James
         8912 E. Pinnacle Peak Rd, Ste 414
         Scottsdale, AZ 85255
         Tel: (360) 550-2345
         E-mail: mcpspectator@gmail.com

                     About Mountain Country

Seven individual investors filed an involuntary Chapter 11
bankruptcy petition against Jacksonville, Florida-based Mountain
Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on
Feb. 17, 2012.  Judge Ronald G. Pearson presides over the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the
petitioners.


MOUNTAIN COUNTRY: Panel Wants to Retain Jackson Kelly as Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Mountain Country
Partners, LLC, asks the U.S. Bankruptcy Court for the Southern
District of West Virginia for permission to retain William F.
Dobbs, Jr., Esq., and William C. Ballard, Esq., and the firm of
Jackson Kelly PLLC as counsel for the Committee.

The firm will, among others:

  a) advise the Committee with respect to its powers and duties in
     the bankruptcy case;

  b) assist in its investigation of the acts, conduct, assets,
     liabilities, and financial condition of the Debtor, the
     operation of the Debtor's business;

  c) monitor the progress of the Debtor's bankruptcy proceeding;
     and

  d) monitor and participate in the Mountain Country Partners, LLC
     bankruptcy case.

The Committee is satisfied that counsel does not represent any
other entity having an adverse interest to the Committee or
unsecured creditors in the Debtor's case.

                     About Mountain Country

Seven individual investors filed an involuntary Chapter 11
bankruptcy petition against Jacksonville, Florida-based Mountain
Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on
Feb. 17, 2012.  Judge Ronald G. Pearson presides over the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the
petitioners.




NIGHTINGALE METALS: Case Summary & 7 Unsecured Creditors
--------------------------------------------------------
Debtor: Nightingale Metals, Inc.
        3 Crownmark Drive
        Lincoln, RI 02865

Bankruptcy Case No.: 12-13080

Chapter 11 Petition Date: September 24, 2012

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Debtor's Counsel: Kevin D. Heitke, Esq.
                  HEITKE LAW OFFICE, LLC
                  365 Eddy Street
                  Providence, RI 02903
                  Tel: (401) 454-4100
                  Fax: (401) 454-4144
                  E-mail: kdh@hlori.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 seven unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/rib12-13080.pdf

The petition was signed by Martha McAdam, trustee of majority
shareholder.


NORTHEAST ESTATE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Northeast Estate, LLP
        20253 Wadena Road
        Apple Valley, CA 92308

Bankruptcy Case No.: 12-31700

Chapter 11 Petition Date: September 21, 2012

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

Judge: Wayne E. Johnson

Debtor's Counsel: Robert P. Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Suite 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: kmurphy@goeforlaw.com

Scheduled Assets: $5,000,000

Scheduled Liabilities: $2,112,554

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Rao V. Daluvoy, managing member.


NORTHSTAR AEROSPACE: Name Changed to NSA (USA) Liquidating
----------------------------------------------------------
Northstar Aerospace (USA) Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to approve the change of the
Debtors' name and caption of the Chapter 11 cases as contemplated
by the approved sale transaction.

On July 24, 2012, the Court entered an order approving the sale of
the Debtors' assets, and authorizing the assumption and assignment
of certain executory contracts and unexpired leases.  Pursuant to
the sale order, the Court authorized the Debtors to sell
substantially all their assets, including trademarks, to Heligear
Acquisition Co.

Accordingly, the Debtors expect to amend the Certificates of
Incorporation for each of the Debtors reflecting these name
changes:

   a. Northstar Aerospace (USA) Inc. -- NSA (USA) Liquidating
      Corp.;

   b. Northstar Aerospace (Chicago) Inc. -- NSA (CHI) Liquidating
      Corp.;

   c. D-Velco Manufacturing of Arizona, Inc. -- DVMA Liquidating
      Corp.; and

   d. Derlan USA, Inc. -- DUSA Liquidating Corp.

                     About Northstar Aerospace

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

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

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

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

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


MSR RESORT: Judge Sends Luxury Resorts to Nov. 8 Auction
--------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that a bankruptcy judge sent a group of U.S. luxury resorts to the
auction block Nov. 8, where Singapore's real-estate investment arm
will kick off the bidding with a $1.5 billion offer.

                         About MSR Resort

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

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

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

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

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

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

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

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


NUFARM LTD: Moody's Assigns 'Ba2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has assigned a first time Ba2 Corporate
Family Rating to Nufarm Limited.

At the same time, Moody's has assigned a provisional (P)Ba3 senior
unsecured rating to the proposed USD 300 million notes to be
issued by Nufarm Australia Ltd, a 100% owned and guaranteed
subsidiary of Nufarm.

The outlook on the ratings is stable.

Ratings Rationale

"Nufarm's Corporate Family Rating reflects its well established
position in the crop protection industry and its good operational,
product and geographic diversity as well as ongoing transition
from a relatively narrow product base highly weighted towards
glyphosate, to a broader product base", says Maurice O'Connell, a
Moody's VP/Senior Analyst. "At the same time the rating reflects
the company's financial position in the context of the past three
years volatility and the ongoing restoration of its financial
profile following the glyphosate induced problems which saw its
credit metrics deteriorate significantly", added O'Connell who is
also Lead Analyst for the company.

The rating furthermore reflects the underlying cyclical,
commoditised and competitive nature of the industry but with the
expectation that earnings -- and key financial metrics -- should
continue to recover, in part due to new product offerings as well
as a greater contribution from higher margin products, such as
seeds. However, the increased commoditisation within the industry
and the likelihood that other market participants will also
collectively place greater emphasis on targeting higher margin
products is likely to present a challenge to earnings growth,
constraining Nufarm's credit profile.

The rating takes into account Moody's consideration that Nufarm is
the dominant crop protection company in Australia but also that
Nufarm's long-established global operations, which include key
synthesis plants and downstream formulation plants throughout
Australia, North and South America as well as Europe, provide a
measure of protection against adverse weather conditions in any
particular region. This might otherwise have the potential to
impact severely on demand for its crop protection products.

The Ba2 Corporate Family Rating reflects an expectation that
Nufarm will continue to reduce debt over the medium term. The Ba2
rating also takes into account Nufarm's positioning against peer
companies rated in the Ba range and is in line with the Moody's
Global Chemical Methodology grid outcome.

The stable outlook reflects Moody's view that Nufarm's focus on a
more balanced product range as well as focus on higher margin and
differentiated products is likely to provide a sufficient platform
for earnings growth and reduces the risk of a renewed
deterioration in earnings. The stable outlook also reflects the
active steps to improve the company's debt structure and profile.

Moody's estimated financial metrics for Nufarm over the next three
years are: adjusted Debt/EBITDA averaging 2.6-3.0x, EBITDA /
Interest between 4-5x.

The rating could be upgraded if consistent improvement is observed
across its businesses with further diversification into non-
herbicide products. Financial metrics Moody's would consider for
an upgrade include Adjusted Debt/EBITDA ratio of 2.5x and Adjusted
EBITDA/Interest of greater than 5x on a consistent basis. The
ratings could also benefit from longer term committed working
capital facilities and Moody's would look for improved overall
liquidity as a prerequisite for upward rating movement.

The ratings could be subject to negative rating pressure in the
event that the company's earnings and/or earnings margins are
impacted by more difficult operating conditions. Financial metrics
that Moody's would consider for a downgrade include Adjusted
Debt/EBITDA exceeding 3.5x on a consistent basis and
EBITDA/Interest coverage falling and remaining below 3.0x.
Downward pressure on the rating could also develop if the company
experienced stress in its financial covenants or liquidity
position.

Moody's has assigned a provisional rating of Ba3 to a proposed
144A Notes Issuance by Nufarm Australia Ltd. The Notes are
guaranteed by Nufarm and certain of its subsidiaries.

The provisional Ba3 rating for the notes reflects material legal
subordination as the notes will rank junior to certain Nufarm
facilities including its senior secured Syndicated Bank Facility
as well as Receivable Securitisation Programme. The assignment of
a definitive debt rating on the 144A notes is subject to a review
of the final documentation, and to successful issuance of the
proposed debt.

The proceeds of the 144A issuance will be used to repay existing
indebtedness outstanding under the Syndicated Bank Facility.

The principal methodology used in rating Nufarm Limited and Nufarm
Australia Ltd was the Global Chemical Industry Methodology
published in December 2009.

Nufarm is a crop protection company which manufactures and sells a
range of crop protection products including herbicides,
insecticides and fungicides. Nufarm operates globally with crop
manufacturing / seeds facilities in 16 countries and marketing
operations in over 30 countries with a distribution reach
extending to more than 100 countries.


OLDE PRAIRIE: CenterPoint Wants Previous Judge to Hear New Case
---------------------------------------------------------------
CenterPoint Properties Trust is asking the Bankruptcy Court in
Chicago to transfer the Chapter 11 case of Olde Prairie Block
Owner, LLC, to Chief Judge Bruce W. Black for the purpose of
reassigning the case to the Hon. Jack B. Schmetterer, who presided
over the Debtor's previous chapter 11 proceeding.  The case is
presently assigned to the Hon. Pamela S. Hollis.

A hearing on CenterPoint's request is on notice for Thursday,
Sept. 27 at 10:00 a.m.

CenterPoint said the so-called Chapter 22 filing was made on the
eve of the foreclosure sale of the Debtor's property.  According
to CenterPoint, the case involves a two-party dispute between the
Debtor and CenterPoint, its only secured creditor, who holds a
claim of more than $70 million secured by all of the Debtor's
assets.  The Debtor has no employees or operations.  It has no
business to reorganize, and has been stripped of its rights to
collect rents from, possess, administer, or manage its most
significant asset -- a failed hospitality development after 14
years of trying -- by the Circuit Court of Cook County, Illinois
presiding over foreclosure proceedings initiated by CenterPoint in
2009.

The Debtor filed its first chapter 11 case on May 18, 2010 -- a
day before the Circuit Court was to rule on a summary judgment
motion filed by CenterPoint in the foreclosure proceeding.  After
23 months and six failed attempts by the Debtor to confirm a plan
of reorganization, on April 17, 2012, the Judge Schmetterer
dismissed the case and lifted the automatic stay to permit
CenterPoint to proceed against the Debtor in the pending
foreclosure action.

The Circuit Court entered a judgment in favor of CenterPoint in
the foreclosure proceedings on Aug. 13, 2012 and a foreclosure
sale was scheduled for Sept. 24, 2012.  According to CenterPoint,
on the last business day before the foreclosure sale, the Debtor
filed the chapter 22 case as a last-ditch effort to frustrate
CenterPoint's legitimate efforts to enforce its rights and collect
on its debt.  Despite having more than two years since its
original bankruptcy filing on May 18, 2010, the Debtor still has
not submitted any plan of reorganization, let alone a confirmable
plan with a financing commitment to fund payment of CenterPoint's
claim in full.

CenterPoint said it intends to file a motion seeking dismissal of
the Debtor's case. CenterPoint said Judge Schmetterer became
intimately familiar with the facts relevant to a dismissal
decision in presiding over the Debtor's first bankruptcy case.

According to CenterPoint, there is no reason for the Court now to
undertake a fresh review of a two-party dispute that has spanned
more than three years. Moreover, transfer of the case to Judge
Schmetterer will provide for an expedited resolution of this
matter and, if dismissal is granted, will permit CenterPoint to
proceed with the foreclosure sale on schedule without having to
re-notice the sale at additional cost.  Prompt dismissal also will
minimize further interest accrual of nearly $1,000,000 per month
in favor of CenterPoint.

CenterPoint noted that, if the foreclosure sale is not commenced
by Nov. 23, 2012, the soonest the next sale could be commenced is
January 2013.  With interest on CenterPoint's claim accruing at
the rate of $32,095.21 per day or $962,856.00 for a 30 day month,
time is of the essence.

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago on Sept.
2012, disclosing assets of $97 million in assets and $80.6 million
in liabilities in its schedules.  The Debtor owns two properties:
(i) the Old Prairie Property, a 53,575 square foot parcel that has
a building and a gravel paved lot at E. Cermak Road in Chicago,
and (ii) the Lakeside Property, a 159,960 square-feet property
that contains buildings in Chicago.

The Debtor said CenterPoint Properties Trust has a disputed claim
of $70.8 million, of which $63.3 million is secured.  JMB Capital
Partners is owed $3.4 million on account of DIP financing in a
previous Chapter 11 case.

Olde Prairie Block first sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  Two years later, the
bankruptcy judge in Chicago dismissed the case and granted
Centerpoint's motion to lift automatic stay to permit its state-
court foreclosure action to proceed.

In the prior case, the Debtor was represented by John Ruskusky,
Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at
Ungaretti & Harris LLP, in Chicago.  Robert R. Benjamin, Esq., at
Golan & Christie, LLP, serves as counsel to the Debtor in the 2012
Chapter 11 case.

CenterPoint is represented in the 2012 case by:

          David F. Heroy, Esq.
          Erin E. Broderick, Esq.
          BAKER & McKENZIE LLP
          300 East Randolph Drive, Suite 5000
          Chicago, IL 60601
          Telephone: (312) 861-8000
          Facsimile: (312) 861-2899
          E-mail: David.Heroy@bakermckenzie.com
                  Erin.Broderick@bakermckenzie.com


OLDE PRAIRIE: Sec. 341 Creditors' Meeting Set for Oct. 30
---------------------------------------------------------
The U.S. Trustee in Chicago will convene a Meeting of Creditors
pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Olde
Prairie Block Owner, LLC, on Oct. 30, 2012, at 1:30 p.m. at 219
South Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802,
in Chicago.

The last day to object to dischargeability is Dec. 31, 2012.

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago on Sept.
2012, disclosing assets of $97 million in assets and $80.6 million
in liabilities in its schedules.  The Debtor owns two properties:
(i) the Old Prairie Property, a 53,575 square foot parcel that has
a building and a gravel paved lot at E. Cermak Road in Chicago,
and (ii) the Lakeside Property, a 159,960 square-feet property
that contains buildings in Chicago.

The Debtor said CenterPoint Properties Trust has a disputed claim
of $70.8 million, of which $63.3 million is secured.  JMB Capital
Partners is owed $3.4 million on account of DIP financing in a
previous Chapter 11 case.

Olde Prairie Block first sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  Two years later, the
bankruptcy judge in Chicago dismissed the case and granted
Centerpoint's motion to lift automatic stay to permit its state-
court foreclosure action to proceed.

In the prior case, the Debtor was represented by John Ruskusky,
Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at
Ungaretti & Harris LLP, in Chicago.  Robert R. Benjamin, Esq., at
Golan & Christie, LLP, serves as counsel to the Debtor in the 2012
Chapter 11 case.

CenterPoint is represented in the 2012 case by David F. Heroy,
Esq., and Erin E. Broderick, Esq., at Baker & McKenzie LLP.


PACIFIC MONARCH: Plan Exclusivity Extended to Dec. 31
-----------------------------------------------------
Pacific Monarch Resorts, Inc., sought and obtained an extension of
its exclusive period to solicit acceptances for its Chapter 11
plan from Oct. 25, 2012, through and including Dec. 31.  The
motion was unopposed.

The Debtors have sold substantially all assets pursuant to
11 U.S.C. Sec. 363 to Diamond Resorts International in a
transaction valued at $49.3 million.  There was also a related
sale of the assets to Resort Finance America, LLC, in exchange for
$130 million of debt.  The Debtors obtained approval of the sale
in January but the sale was only completed in May.  The Debtors
tweaked the Plan documents to incorporate the terms of the sale.

As reported in the Sept. 12, 2012 edition of the Troubled Company
Reporter, the Debtor has filed a Chapter 11 plan that provides for
these terms:

  (1) There will be substantive consolidation of PMR, Vacation
      Interval Realty, Inc. (VIR), and Vacation Marketing Group,
      Inc. (VMG),

  (2) The Mexican entities -- MGV Cabo, LLC, Desarrollo Cabo Azul,
      S. de R.L. de C.V. (DCA), and Operadora MGVM S. de R.L. de
      C.V. -- will be merged into DCA and all claims against the
      Mexican entities, other than RFA's claim against DCA, will
      be paid in full.

  (3) On an after the effective date, reorganized PMR will retain
      the assets pursuant to a transition services agreement.  PMR
      will deliver a notice by June 30, 2013, that the agreement
      has been completed.

  (4) Causes of Action, and assets not included in the sale will
      be transferred to the liquidation trust established for PMR,
      which will liquidate the causes action and all other
      trust assets, and distribute the proceeds thereof to holders
      of allowed claims.

  (5) All Holders of allowed claims against DCA and the Mexican
      Entities, other than RFA, will be paid in full.

  (6) Holders of allowed general unsecured claims against PMR, VIR
      and VMG, which will be substantively consolidated with PMR,
      will be entitled to Pro Rata distributions from the
      Liquidation Trust.

  (7) Holders of allowed convenience class claims against PMR, VIR
      and VMG, will receive a cash payment equal to 20% of their
      allowed claims.

  (8) From and after the Transition Completion Date, the
      Reorganized PMR Equity will be owned by a "New Equity
      Holder," who is not an affiliate or insider of any of the
      Debtors, and the equity in Reorganized DCA will be owned by
      Reorganized PMR.  The Reorganized PMR Equity will be
      transferred to or issued to the New Equity Holder in
      exchange for the $50,000 cash payment to the Liquidation
      Trust.

  (9) The current interest holders of the Debtors will not receive
      or retain anything on account of their interests.

A copy of the Disclosure Statement dated Sept. 4, 2012, is
available for free at:

     http://bankrupt.com/misc/Pacific_M_DS_090412.pdf

                       About Pacific Monarch

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PATRIOT COAL: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Patriot Coal Corporation filed with the U.S. Bankruptcy Court for
the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule             Assets        Liabilities
     ----------------         --------------   --------------
  A. Real Property                        $0
  B. Personal Property        $8,563,544,335
  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                                    $8,719,392,038
                              --------------   --------------
        TOTAL                 $8,563,544,335   $8,744,431,621

A copy of the Schedules is available at:

         http://bankrupt.com/misc/patriotcoal.doc578.pdf

Patriot Coal also filed its statement of financial affairs.

Ninety-eight subsidiaries and affiliates of Patriot Coal also
filed their respective schedules and statements.

                        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: Hearing on Equity Committee Motion Reset to Oct. 11
-----------------------------------------------------------------
As reported in the TCR on Aug. 29, 2012, interested shareholders
in the Chapter 11 cases of Patriot Coal Corporation, et al., asked
the U.S. Bankruptcy Court for the Southern District of New York,
to order the appointment of an official committee of equity
security holders in the cases, arguing that Patriot has
significant off balance sheet assets that could result in a
"meaningful recovery to equity."

The interested shareholders, CompassPoint Partners, L.P., Frank
Williams, and Eric Wagoner, comprise an informal group of holders
of common stock of the Debtor.  They say Patriot has $1.4 billion
in tax-loss carry forwards that have value not on the balance
sheet.  Patriot had about $500 million in shareholders' equity on
the balance sheet before bankruptcy, they said.

A hearing on the motion had been previously scheduled for
Sept. 24, 2012, but was rescheduled to Oct. 11, 2012, at 10:00
a.m.  Objections, if any, to the motion must filed an objection no
later than Oct. 2, 2012, at 4:30 p.m.

                        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: Robbins Umeda Files Class Action Suit
---------------------------------------------------
Shareholder rights firm Robbins Umeda LLP announces it has
commenced a federal securities class action in the U.S. District
Court for the Eastern District of Missouri, on behalf of
purchasers of Patriot Coal Corporation shares between Oct. 21,
2010 and July 6, 2012.  Concerned shareholders who would like more
information about their rights and potential remedies can contact
attorney Gregory E. Del Gaizo at (800) 350-6003,
inquiry@robbinsumeda.com, or via the shareholder information form
on the firm's Web site.

The complaint alleges that during the Class Period, certain of
Patriot Coal's officers issued materially false and misleading
statements regarding the Company's business prospects.
Specifically, the complaint alleges that defendants violated
Generally Accepted Accounting Principles and U.S. Securities and
Exchange Commission rules by failing to properly account for costs
associated with Court-ordered remediation obligations related to
the Company's selenium water treatment requirements.

In particular, defendants improperly capitalized these costs
instead of recording them as expenses, thereby overstating the
Company's financial results.

In response to comments received from the SEC regarding the
Company's accounting for the court-ordered remediation costs,
defendants were forced to reveal that the Company's previously
issued consolidated financial statements for the years ended
Dec. 31, 2011 and Dec. 31, 2010 should no longer be relied upon.

Moreover, defendants admitted that it was necessary to restate the
Company's previously issued consolidated financial statements to
accrue a liability and recognize a loss for the estimated costs of
installing the Court-ordered water treatment facilities.

Further, the complaint alleges that the defendants were also
making false and misleading statements about the Company's
business health and continuing prospects.  In particular, the
defendants continuously touted that the Company's "operations are
performing well" and that the Company is positioned for "future
growth."  Then, on July 9, 2012, Patriot Coal shocked the market
when it announced that it and substantially all of its wholly
owned subsidiaries have filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code.  When the
true state of the Company's business health became public, Patriot
Coal's shares dropped 72%, from a closing pricing of $2.19 on July
6, 2012, to a closing price of $0.61 at the end of the day on July
9, 2012.

If you purchased or otherwise acquired Patriot stock during the
Class Period and wish to serve as lead plaintiff, you must move
the court no later than Nov. 21, 2012.  Robbins Umeda LLP is a
nationally recognized leader in securities litigation and
shareholder rights law.  The firm represents individual and
institutional investors in shareholder derivative and securities
class action lawsuits, and has helped its clients realize more
than $1 billion of value for themselves and the companies in which
they have invested.

* The date given in fifth graph, first sentence of release dated
Sept. 22, 2012 has been corrected to read: Nov. 21, 2012 (sted
Nov. 20, 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: Glancy Binkow Probes Potential Stockholder Claims
---------------------------------------------------------------
Glancy Binkow & Goldberg LLP discloses that it is investigating
potential claims on behalf of purchasers of the securities of
Patriot Coal Corporation concerning possible violations of federal
securities laws.  The investigation focuses on allegations that
certain statements issued by Patriot Coal between Oct. 21, 2010
and July 6, 2012 were false and misleading concerning the
Company's financial performance and prospects.

Patriot Coal Corporation engages in the mining, production and
sale of thermal coal, primarily to electricity generators in the
eastern United States.  The investigation concerns allegations
that certain of the Company's officers violated Generally Accepted
Accounting Principles and U.S. Securities and Exchange Commission
rules by failing to properly account for costs associated with
Court-ordered remediation obligations related to the Company's
selenium water treatment requirements, thereby overstating the
Company's financial results.

On July 9, 2012, Patriot Coal disclosed that the Company and
substantially all of its wholly owned subsidiaries have filed
voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code.  Following this news, the price of Patriot Coal
shares dropped 72% -- from a closing pricing of $2.19 per share on
July 6, 2012, to a closing price of $0.61 per share on July 9,
2012.

If you purchased Patriot Coal stock between Oct. 21, 2010 and July
6, 2012, if you have information or would like to learn more about
these claims, or if you wish to discuss these matters or have any
questions concerning this announcement or your rights or interests
with respect to these matters, please contact Michael Goldberg,
Esquire, of Glancy Binkow & Goldberg LLP, 1925 Century Park East,
Suite 2100, Los Angeles, California 90067, by telephone at (310)
201-9150, Toll Free at (888) 773-9224, by e-mail to
shareholders@glancylaw.com
, or visit our website at http://www.glancylaw.com

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Two Execs Hit With Shareholder Class Suit
-------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that two executives
at Patriot Coal Corp. were hit with a putative shareholder class
action Friday over allegedly false statements the company made
regarding a $45 million court-ordered cleanup of selenium
discharges in two West Virginia coal mines.

In a complaint filed in Missouri federal court, shareholder
Ernesto Espinoza accused ex-CEO Richard M. Whiting and Chief
Financial Officer Mark N. Schroeder of hiding the true state of
the company's finances, inflating its stock price and causing in
investor losses when the truth was finally revealed, according to
Bankruptcy Law360.

                        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.


PICK & SAVE: Objections to Employee Claims Overruled
----------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte overruled objections by Pick
& Save Inc. against the claims filed by former employees Jose I.
Perez Nieves and Oscar Munoz Garces.  Pick & Save alleges the
claims were filed after the deadline for filing proofs of claim
and must therefore be disallowed.  Messrs. Perez Nieves and Munoz
Garces countered that their claims are not barred and that they
were diligent in filing them.

Messrs. Perez and Munoz received letters discharging them from
their work with the Debtor on July 29, 2010, a few days before the
bankruptcy filing.  The employees said their delay was because the
Debtor did not report their claim to the Bankruptcy Court or the
U.S. Trustee at any time.

On Dec. 27 and 28, 2010, the former employees filed complaints
before the Puerto Rico Court of First Instance for damages against
the Debtor on account of alleged wrongful termination of their
respective employments.  They were both represented by the same
legal counsel, Attorney Virgilio J. Gonzalez-Perez.  In both
cases, the Debtor was served with copies of the complaints and on
Jan. 26, 2011, proceeded to file motions to stay the state court
proceedings.  Consequently, the PR Court of First Instance issued
judgments in both state court cases staying and closing them for
statistical purposes due to the Debtor's bankruptcy filing.  Both
motions requesting the stay of the state court proceedings were
properly served on the former employees through Attorney Gonzalez,
as was the Judgment issued by the PR Court of First Instance in
both cases.

On Sept. 20 and 22, 2011, the former employees filed their claims
as general unsecured creditors.  On Dec. 16, 2011, they amended
their Claims to request priority under 11 U.S.C. 507(a)(4).

The Court's order said the former employees may be entitled
priority up to the amount of $11,725 pursuant to 11 U.S.C. Section
507(a)(4)(A).  The Court, however, denied the request for
administrative priority.

A copy of the Court's Sept. 13, 2012 Opinion and Order is
available at http://is.gd/5DqQ1sfrom Leagle.com.

                         About Pick & Save

Pick & Save, Inc., in Bayamon, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 10-07005) on Aug. 2, 2010.
Carmen D. Conde Torres, Esq., serves as the Debtor's counsel.  In
its petition, the Debtor estimated under $50,000 in assets and
under $10 million in debts.  A copy of the Company's list of 20
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/prb10-07005.pdf
The petition was signed by Noel Soler, president.

Pick & Save on Nov. 29, 2010, filed its first Chapter 11 Plan of
Reorganization and Notice to Creditors.  On April 21, 2011, the
Debtor filed an Amended Plan of Reorganization.  On May 2, 2011,
the court entered the Order confirming the Debtor's Amended Plan
of Reorganization.


PLAINS EXPLORATION: Moody's Rates Senior Secured Term Loan 'Ba1'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Plains
Exploration & Production Company's (PXP) 7-year senior secured
term loan and a B2 rating to its senior unsecured bridge facility.
These ratings are also placed under review for downgrade in
conjunction with all other PXP ratings, including its Ba3
Corporate Family Rating (CFR) and its B1 senior unsecured notes
rating, which remain under review for downgrade. The review was
prompted by PXP's September 10, 2012 announcement that it would
acquire certain deepwater Gulf of Mexico (GOM) infrastructure and
producing assets for $6.1 billion in an all-debt transaction.

Issuer: Plains Exploration & Production Company

Ratings Assigned

  $1.25 billion Senior Secured 7-year Term Loan, Ba1 on review for
  downgrade

  $2.0 billion Senior Unsecured Bridge Facility, B2 on review for
  downgrade

Ratings Rationale

The review for downgrade will focus on the substantial leveraging
impact of this transaction and the prospects for achieving
meaningful debt reduction through asset sales and free cash flow.
Moody's assignment of the Ba1 rating to the 7-year term loan and
the B2 rating to the unsecured bridge facility reflects its
current expectation that the final outcome of the ratings review
is likely to be a one notch downgrade of PXP's CFR to B1. That
expectation assumes the company will make rapid progress in the
sale of its non-core gas assets, allocating sale proceeds to debt
reduction, establishing a relationship among the various classes ,
security interests and amounts of debt, including existing
outstanding senior unsecured notes, that results in a Ba1 rating
for the secured and a B2 rating for unsecured notes.

However, the CFR could be downgraded further than B1 upon
completion of Moody's ratings review and therefore the Ba1 term
loan and B2 unsecured bridge facility ratings are under review for
downgrade consistent with the review of all of PXP's ratings.
Moody's expects to conclude the review by year end.

The review for downgrade reflects the all debt funded nature of
the transaction, with leverage rising substantially above other
Ba3 and B1-rated peers, the execution risk associated with PXP's
deleveraging plans, including the timing of and proceeds from
asset sales, and the higher risk profile of GOM development. To
fund the acquisition PXP intends to raise up to $7.0 billion of
debt financing, which will dramatically leverage its balance sheet
with as much as $9.7 billion total debt at year-end 2012. On a pro
forma run rate basis, total debt on production will exceed a very
high $60,000 per average daily BOE at closing.

PXP has agreed to acquire interests in five deepwater GOM
oilfields from subsidiaries of BP p.l.c. (BP) together with Shell
Offshore Inc.'s (Shell) 50% interest in one of the five for an
aggregate $6.1 billion. The acquired assets comprise BP's
interests in the Holstein, Horn Mountain, Marlin, Ram Powell and
Diana-Hoover fields, and Shell's 50% interest in Holstein,
including their respective platform and producing infrastructure.
Two of the properties remain subject to preferential rights of the
existing partners. The fields are producing 67,000 BOE per day
(87% crude oil). With the acquisition, PXP's liquids production
will increase to 89% of total volumes produced in 2013. The
transaction is effective October 1, 2012, with PXP expecting to
close the acquisition by year-end 2012.

With several of the acquired fields producing at low levels of
capacity, PXP will have to invest significant incremental
development capital into the fields and associated infrastructure
to achieve expected production gains. Moody's will assess the
operational and execution risk of achieving these production gains
in the context of the company integrating this very large
acquisition into its existing operations.

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

Strategically, the acquisition is transformational for PXP, which
has executed a series of other large transactions, previously re-
shaping the company, including its 2010 exit from the shallow
water GOM, and acquisitions in the Haynesville (2008) and Eagle
Ford (2010) Shales. These transactions supplemented the company's
existing long-lived California assets and deepwater GOM Lucius and
Phobos developments.


PLY GEM HOLDINGS: Offering $160 Million of Senior Notes Due 2017
----------------------------------------------------------------
Ply Gem Industries, Inc., a wholly-owned subsidiary of Ply Gem
Holdings, Inc., completed an amendment to its asset-based
revolving credit facility to permit the refinancing of its 13.125%
Senior Subordinated Notes due 2014 with new senior unsecured
notes.

On Sept. 24, 2012, Ply Gem Industries commenced an offering of
$160,000,000 aggregate principal amount of senior notes due 2017,
subject to market and other conditions.  The Company priced
$160,000,000 aggregate principal amount of 9.375% senior notes due
2017 at an issue price of 100%, plus accrued interest, if any.
The closing of the offering is subject to a number of conditions.

The Company intends to use the net proceeds from the Notes,
together with cash on hand, to redeem its outstanding 13.125%
Senior Subordinated Notes due 2014.

The Notes are being offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act of 1933, as
amended, and outside the United States, only to non-U.S. investors
pursuant to Regulation S.  The Notes will not be initially
registered under the Securities Act or any state securities laws
and may not be offered or sold in the United States absent an
effective registration statement or an applicable exemption from
registration requirements or a transaction not subject to the
registration requirements of the Securities Act or any state
securities laws.

                          About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

The Company reported a net loss of $84.50 million in 2011,
compared with net income of $27.66 million in 2010.

Ply Gem's balance sheet at June 30, 2012, showed $946.93 million
in total assets, $1.24 billion in total liabilities, and a $296.98
million total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


POWERWAVE TECHNOLOGIES: John Kryzanowski Owns 9.7% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, John A. Kryzanowski disclosed that as of March 2012 he
beneficially owns 3,070,752 shares of common stock of Powerwave
Technologies, Inc., representing 9.7% of the shares outstanding.
A copy of the filing is available at http://is.gd/HuFFiR

                    About Powerwave Technologies

Powerwave Technologies, Inc., headquartered in Santa Ana, Calif.,
is a global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at July 1, 2012, showed
$232.55 million in total assets, $363.67 million in total
liabilities, and a shareholders' deficit of $131.12 million.

According to the quarterly report for the period ended July 1,
2012, the Company has experienced significant recurring net losses
and operating cash flow deficits for the past four quarters.  The
Company's ability to continue as a going concern is dependent on
many factors, including among others, its ability to raise
additional funding, and its ability to successfully restructure
operations to lower manufacturing costs and reduce operating
expenses.


QM OF BATTLEFIELD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: QM of Battlefield, L.L.C.
        dba Quincy Magoo's
        1108 North 18th Avenue
        Ozark, MO 65721

Bankruptcy Case No.: 12-61768

Chapter 11 Petition Date: September 21, 2012

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

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, PC
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  E-mail: bk1@dschroederlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mowb12-61768.pdf

The petition was signed by Michael Lane Denney, managing member.


QUAD/GRAPHICS INC: Moody's Rates Sr. Sec. Credit Facilities Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Quad/Graphics,
Inc.'s new senior secured credit facilities. Quad's corporate
family and probability of default ratings (CFR and PDR
respectively) remained unchanged at Ba2 and the company's
speculative grade liquidity rating remains unchanged at SGL-1
(very good). The ratings outlook is unchanged at stable. Ratings
of existing credit facilities will be withdrawn in due course.

Since outstanding debt and commitments remain unchanged with the
new credit facilities (comprised of an $850 million 5-year
revolving term loan, a $450 million 5-year term loan A) replacing
existing facilities of equal size, the transaction is neutral to
Quad's credit profile. The key change is a one year extension of
the maturity dates of the revolving term loan and the term loan A
(to July 26, 2017; the $200 million 6-year term loan B maturity
date remains unchanged at July 26, 2018).

The following summarizes the rating action and Quad's ratings:

Issuer: Quad/Graphics, Inc.

Assignments:

Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3, 45%)

Rating Actions:

    Corporate Family Rating, unchanged at Ba2

    Probability of Default Rating, unchanged at Ba2

    Speculative Grade Liquidity Rating, unchanged at SGL-1

    Outlook, unchanged at Stable

Ratings Rationale

Quad's Ba2 ratings are influenced by declining revenues and
exposure to the challenged commercial printing sector. Moody's
expects Quad's top line to decline by 2%-to-3% over the next year
or so even while the general economy shows modest positive growth.
In addition to specific product line and geographic issues that
are causing Quad's top line to shrink, the entire North American
industry continues to address ongoing operational challenges
stemming from digital competition. Moody's expects industry-wide
revenue and profitability to remain under significant pressure for
the foreseeable future and also expect operational restructuring
expenses to be a permanent feature of all companies' financial
returns. These negative industry influences are mitigated by
Quad's solid margins and financial conservatism which is displayed
in ongoing active debt reduction to reduce leverage, maintaining
company-defined net debt-to-EBITDA at the lower end of a publicly
disseminated policy range of 2.0x-to-2.5x, maintaining solid
liquidity arrangements and showing caution in providing cash
returns to shareholders.

Rating Outlook

The outlook is stable based on expectations that the company will
continue to show fiscal conservatism including operating at the
lower end of its targeted unadjusted net debt-to-EBITDA range of
2.0x-to-2.5x.

What Could Change the Rating - Up

As Moody's does not expect industry fundamentals to improve or
Quad to operate at leverage lower than its target range and, as
well, do not expect the company to implement more conservative
leverage policies, an upgrade is not anticipated. However, given
solid liquidity and improved industry fundamentals and top-line
growth, a ratings upgrade may be considered if (RCF-CapEx)/TD were
expected to be sustained well above 10% while (EBITDA-
CapEx)/IntExp was well above 4x (measures include Moody's standard
adjustments). An upgrade would also involve clarity concerning
dividend plans.

What Could Change the Rating - Down

Moody's would consider a downgrade if (RCF-CapEx)/Debt were
expected to be sustained at approximately 5% or below and (EBITDA-
CapEx)/IntExp was less than 3.5x (measures include Moody's
standard adjustments). A significant debt-financed acquisition
and/or adverse liquidity developments could also result in
downward rating pressure.

The principal methodology used in rating Quad/Graphics was the
Global Publishing Industry Methodology published in December 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


RADIOSHACK CORP: Julian Day Discloses 5.1% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Julian C. Day disclosed that as of Dec. 31,
2011, he beneficially owns 5,366,028 shares of common stock of
RadioShack Corporation (5,182,212 shares of which represent
options to purchase common stock which are exercisable within 60
days after Sept. 25, 2012) representing 5.1% of the shares
outstanding.  A copy of the filing is available for free at:
http://is.gd/5vPpLg

                         About Radioshack

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012 were roughly $4.4 billion.

Radioshack's balance sheet at June 30, 2012, showed $2.08 billion
in total assets, $1.38 billion in total liabilities and $704.6
million in total stockholders' equity.

                            *     *     *

As reported by the TCR on Aug. 1, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'B-' from
'B+'.  "The downgrade of RadioShack reflects our view that it will
be very difficult for the company to improve its gross margin in
the second half of the year," said Standard & Poor's credit
analyst Jayne Ross, "given the highly promotional nature of year-
end holiday retailing in the wireless and consumer electronic
categories.  It is our belief that all segments of the company's
business will remain under margin pressure for 2012 and into
2013."

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.


RAHWAY HOSPITAL: Moody's Affirms 'Ba3' Bond Rating; Outlook Pos.
----------------------------------------------------------------
Moody's Investors Service has affirmed Rahway Hospital's (now
known as Robert Wood Johnson University Hospital at Rahway) Ba3
bond rating affecting $8.0 million of outstanding debt issued
through the New Jersey Health Care Facilities Finance Authority.
The outlook is revised to positive from stable.

Summary Rating Rationale

The affirmation of the Ba3 debt rating and the revision of the
outlook to positive reflect Rahway Hospital's (Rahway) improved
financial performance over the last two years driven by cost
restructuring and revenue enhancing initiatives and the increased
collaboration between Rahway and its legal parent, Robert Wood
Johnson University Hospital in New Brunswick (RWJUH) for managed
care contracting and clinical integration. The change in rating
outlook also reflects the growth in absolute unrestricted cash and
investments and the slowdown in volume declines. While continued
improvement indicates positive rating pressure over the next 12 to
24 months, Rahway remains a high-risk investment given its small
size, location in a competitive New Jersey market, high exposure
to Medicare and growing defined benefit pension liability.

STRENGTHS

* Improved financial performance in fiscal year 2011 with
operating income of $211,000 (0.2% margin) and operating cash flow
of $5.2 million (4.6% margin) compared to the operating loss of
$457,000 (-0.4% margin) and operating cash flow of $4.9 million
(3.7% margin) recorded FY 2010; through six months of FY 2012
performance continues to improve with operating income of $3.4
million (5.1% margin) and operating cash flow of $5.9 million
(8.9% margin)

* Improved performance driven by initiatives started in FY 2010
producing material expense savings and improved productivity; good
revenue growth through six months of FY 2012 compared to the prior
year due to better reimbursement, abatement of large volume
declines and recent increase in outpatient surgeries

* Growth in absolute liquidity position as of June 30, 2012 with
unrestricted cash and investments up to $25.6 million or 77 days
cash on hand from $22.8 million or 77 days at fiscal year end
(FYE) 2011 (Moody's days cash on hand computation does not exclude
bad debt expense); improved cash-to-debt at June 30, 2012 to 135%
from 120% at FYE 2011 and well above the below Baa median cash-to-
debt of 40%

* Closer relationship with RWJUH resulting in increased
collaboration with managed care contracting, clinical integration,
a new GPO for the three RWJUH hospitals (Hamilton, Rahway, and New
Brunswick)and a co-branding strategy, all contributing to the
improved performance at Rahway; RWJUH is the legal parent of
Rahway and Hamilton

* No unions and no union activity

Challenges

* Located in the competitive market of Union and Middlesex
counties with a stagnant and aging population and other sizable
community hospitals offering a wider array of services than Rahway

* Heavy reliance on Medicare, 58% of revenues, one of the highest
in Moody's portfolio; absence of a Horizon Blue Cross Blue Shield
contract for many years has limited financial improvement

* High age of plant (23.6 years) due to low level of capital
spending the last several years; management states on site
maintenance team addresses facility needs and plant looks better
than the age implies

* Small sized hospital with $112 million in revenue and below
7,000 admissions compared to Moody's all ratings median operating
revenue over $500 million and admissions of over 22,000

* Half of outstanding debt is variable rate exposing the hospital
to put risk and bank risk; growing defined benefit pension
liability also places pressure on the balance sheet

Outlook

The revision of the outlook to positive from stable reflects
Moody's belief that Rahway has made fundamental changes to its
cost structure that improved financial performance over the near
term and with the enhanced support of RWJUH for contracting and
marketing, Rahway should be able to grow volume, revenue and cash
flow further improving balance sheet and debt coverage measures.
Moody's continues to caution that, as a below investment grade
credit rating suggests, the longer-term credit profile of Rahway
remains a high-risk investment given the hospital's small size,
location in a competitive New Jersey market, high exposure to
Medicare and growing defined benefit pension liability.

What Could Make The Rating Go Up

Growth in volumes and continued growth in revenue; sustained and
improved operating cash flow and growth of absolute liquidity
position leading to strengthening of debt coverage ratios; market
share gain in profitable service lines

What Could Make The Rating Go Down

Decline in patient volumes leading to continued market share loss;
departure from current operating performance leading to weaker
debt ratios; decline in liquidity position; increase in debt load

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in March 2012.


RATHBUN REALTY: To Liquidate in Chapter 7
-----------------------------------------
Kimberly Matas at The Arizona Daily Star reports Rathbun Realty
Inc. has filed for Chapter 7 bankruptcy, claiming more than
$1 million in debt while estimating $50,000 or less in assets.

Rathbun Realty managed nearly 800 residential properties in the
Tucson, Arizona, area.  The report notes attorney Alan Solot filed
the Chapter 7 petition on behalf of Bette Glover, president of
Rathbun Realty.

According to the report, as part of the bankruptcy petition, a
meeting of creditors has been scheduled for November in U.S.
Bankruptcy Court downtown.

The report relates a jury in March awarded a tenant renting a home
through Rathbun Property Management a judgment of nearly $112,000.
Because Rathbun has not paid the damages in the case, a judge had
ordered representatives of the realty company back to court Monday
for a hearing to examine Rathbun financial and property records.

The report notes financial troubles at Rathbun Property Management
emerged after Ms. Glover and her husband, broker and co-owner
George Glover, filed a report with the Tucson Police Department in
August claiming a former employee embezzled more than $1 million.

The report says, earlier this month, the Arizona Department of
Real Estate issued a cease-and-desist order preventing the company
from "engaging in any real estate activity . . . without first
complying with all applicable laws and rules."

The report notes Rathbun has since turned over operations to an
outside broker, Walt Sample of Sample Realty Investment and Trust
Co.


RG STEEL: Samuel Seeks Relief from Stay for Set-Off
---------------------------------------------------
Samuel, Son & Co., Limited and certain of its affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to grant the
Samuel entities relief from the automatic stay to permit the
setoff of mutual liabilities between Samuel and certain of the
Debtors in the Chapter 11 cases of WP Steel Venture LLC, et al.

Before and after the Petition Date, Samuel sold packaging and
steel strapping and provided certain steel processing services to
certain Debtors for which the Debtors owed Samuel a total
aggregate amount of $640,310.  At the same time, certain of the
Debtors have claims in the aggregate amount of $2,404,459 against
Samuel in connection with Samuel's purchase of steel from certain
of the Debtors prior to the Petition Date.

Samuel seeks relief only with respect to the Mutual Setoff Claims,
i.e., those specific countervailing and mutual liabilities of the
respective Samuel Entities and Debtor Entities for which there is
clear mutuality.

A copy of the motion is available at:

http://bankrupt.com/misc/rgsteel.doc1218.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.

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.

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.  Huron Consulting Services LLC serves as it's financial
advisor.


RG STEEL: Seeks Until Dec. 27 to Assume or Reject Unexpired Leases
------------------------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend the time by which the Debtors
must assume or reject unexpired leases of nonresidential real
property for an additional ninety days, or until Dec. 27, 2012.
Currently, the 120-day period provided by Section 365(d)(4)(A) of
the Bankruptcy code will expire on Sept. 28, 2012.

The Debtors tell the Court they need additional time beyond the
initial deadline to properly evaluate whether the Leases should be
assumed or rejected.

                          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.

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.

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.  Huron Consulting Services LLC serves as it's financial
advisor.


RG STEEL: RG Wheeling Consummates Sale of Warren Ohio Facility
--------------------------------------------------------------
RG Steel Warren, LLC ("RG Wheeling") and CJ Betters Enterprises,
Inc., and BDM Warren Steel Holdings, LLC, consummated on Sept. 21,
2012, the sale of certain assets of the Debtors located in Warren,
Ohio, pursuant to an Asset Purchsse Agreement, dated as of Aug. 7,
2012.  The Purchased Assets, as identified in Section 1.1 of the
APA, including equipment and owned real property, were sold for an
aggregate consideration of $15,494,693.86.

A copy of the APA is available at:

           http://bankrupt.com/misc/rgsteel.doc1072.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.

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.

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.  Huron Consulting Services LLC serves as it's financial
advisor.


RG STEEL: Wants Access to Cash Collateral Until Oct. 31
-------------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to enter an interim order authorizing the
Debtors to use cash collateral of the Second Lien Agent, Second
Lien Lenders and the Third Lien Lender, until Oct. 31, 2012,
pursuant to a budget.

As adequate protection, the Debtors propose to grant the Second
Lien Agent (on behalf of itself and the Second Lien Lenders) and
the Third Lien Lender, which have consented to the use of Cash
Collateral, replacement liens to the extent of any diminution in
value of their respective interests in the Pre-petition
Collateral.

The Debtors request that the Court hold and conduct a preliminary
hearing on Sept. 27, 2012, to consider entry of the interim cash
collateral order.  Although the Debtors have already sold many of
their major assets, the Debtors have yet to close the sale of
their Yorkville facility and have other assets of value remaining.
The Debtors require ongoing use of cash collateral to ensure that
those assets retain their full value.

The Debtors request that the Court schedule the final hearing on
the cash collateral motion for Oct. 16, 2012, at 9:30 a.m.

                          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.

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.

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.  Huron Consulting Services LLC serves as it's financial
advisor.




RIDGE MOUNTAIN: Asks for Jan. 30 Plan Exclusivity Extension
-----------------------------------------------------------
Ridge Mountain, LLC, is asking a bankruptcy judge to extend
its exclusive periods to file a Chapter 11 plan for 120 days to
Jan. 30, 2013, and the exclusive period to solicit acceptances of
that plan by additional 60 days through March 31, 2013.

Since the Petition Date, the Debtor has responded to a motion for
relief from the automatic stay filed by secured creditor U.S.
Bank, N.A.  The bank has pointed out that the Debtor's properties
(the bank's collateral) are appraised at $20 million, giving the
bank a net deficiency of $3.6 million.

The Debtor said it has explored certain sale opportunities and is
continuing with this effort, while also engaging in negotiations
with U.S. Bank in an attempt to resolve the pending motion.

The Debtor said it intends to attempt to develop and pursue a
consensual plan of reorganization under which the interests of all
constituencies will be deal with in an equitable fashion.

U.S. Bank is objecting to the extension request.  The lender said
the Debtor is flippantly seeking an extension without regard for
actual evidence or controlling law, and without providing any
factual support.

The lender points out that the only step taken by the Debtor to
even advance the case has been the pursuit of fatally flawed,
insider-driven 11 Sec. 363 sale process, which the Debtor later
abandoned.  Outside the Debtor's failed attempt to sell its
property, it has demonstrated no prospect for reorganization, no
ability to pay the trustee's claim and no meaningful plan
negotiations.

U.S. Bank is represented by:

         Steven E. Fox, Esq.
         Douglas K. Clarke, Esq.
         Brett J. Nizzo, Esq.
         RIEMER & BRAUNSTEIN LLP
         Times Square Tower
         Seven Times Square, Suite 250
         New York, NY 10036
         Tel: (212) 789-3100
         E-mail: dclarke@riemerlaw.com
                 sfox@riemerlaw.com
                 bnizzo@riemerlaw.com

                         About Ridge Mountain

Ridge Mountain LLC filed a Chapter 11 petition (Bankr. N.D.N.Y.
Case No. 12-31090) in Syracuse on June 4, 2012.  Ridge Mountain
operates that Mountain Brook Apartments in Chattanooga, Tennessee,
and the Ridgemont Apartments in Red Bank, Tennessee.  Ridge
Mountain disclosed $16.5 million in assets and $23.6 million in
liabilities.  The apartment secures a $22 million debt to U.S.
Bank, N.A.

Judge Margaret M. Cangilos-Ruiz presides over the case.  Lee E.
Woodard, Esq., at Harris Beach PLLC, serves as the Debtor's
counsel.  The petition was signed by Patrick Phelan, president of
First Salina Prop., managing member.


RITZ CAMERA: Bankruptcy Court Approves Employee Incentive Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Ritz Camera & Image, L.L.C.'s the incentive plan designed
specifically at maximizing the value of the Debtors' estates in
both amount and number of participants.

The Debtors related that in preparation for the sale of
substantially all of their assets, they must accomplish a
significant amount of work in a very short period of time while
minimizing costs and maximizing creditor outcomes.

The incentive plan provides adequate incentives for certain
employees to assist with the Debtors' bankruptcy case, including,
without limitation, efforts relating to the sale.

According to the Debtors, the cost of the incentive plan would be
up to $125,000.

A copy of the incentive plan is available for free at
http://bankrupt.com/misc/RITZCAMERA_incentive_plan.pdf

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.


RITZ CAMERA: Court OKs Key Vendor Agreement with Fujifilm
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the key vendor agreement between Ritz Camera & Image, L.L.C., et
al., and Fujifilm North America Corporation, formerly known as
Fuji Photo U.S.A., Inc.

Fuji sells and supplies photo processing products and services to
the Debtors.

The Debtors had requested Fuji to ship goods to the Debtors but
was not willing to do so even though the Debtors offered to pay
Fuji "cash in advance" or cash on delivery for all postpetition
date purchases, unless it was confirmed that neither the Debtors
nor any other representative of the Debtors' bankruptcy estates
would assert any claim against Fuji for avoidance of alleged
preferential transfers or any alleged constructive fraudulent
transfer claims arising from the Debtors' payment to Fuji during
the 90 days prior to the Petition Date.  The Debtors determined
that Fuji received a total of $1,881,112 in payments during the 90
days priori to the Petition Date.

The agreement reached by the parties provides that, among other
things:

   -- Fuji will continue to supply goods to the Debtors; and

   -- the Debtors will waive any potential claims they may hold
      against Fuji.

The Court also approved the Debtors' critical vendor agreement
with Sony Electronics Inc.

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.


RITZ CAMERA: Ernst & Young Approved as Tax Service Provider
-----------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Ritz Camera & Image, L.L.C., et al., to
employ Ernst & Young LLP as tax service provider.

As reported in the Troubled Company Reporter on Aug. 22, 2012,
Among other things, EY LLP's services and hourly rates include:

A. Tax Compliance Services -- preparation of the U.S. federal
income tax form 1065, and state and local income and franchise tax
returns for Ritz Camera.

         Partner                       $620 - $730
         Executive manager             $520 - $660
         Senior Manager                $500 - $590
         Manager                       $420 - $520
         Senior                        $250 - $390
         Staff                         $120 - $210

B. Bankruptcy Tax Services -- work with the Debtors in developing
an understanding of the Debtors' business objectives and
strategies, including understanding the tax implications of any
reorganization and restructuring alternatives the Debtors are
evaluating that may result in a change in the equity,
capitalization and ownership of the shares of the Debtors or their
assets, including assistance with modeling the foregoing.

         Partner/Principal             $850 - $990
         Executive Director            $710 - 890
         Senior Manager                $680 - $800
         Manager                       $570 - $710
         Senior                        $340 - $530
         Staff                         $170 - $290

C. The Routine On-Call Services -- routine tax advise and
assistance concerning issues as requested by the Debtors when the
projects are not covered by a separate statement of work and do
not involve any significant tax planning or projects.

         Partner/Principal             $850 - $990
         Executive Director            $710 - $890
         Senior Manager                $680 - $800
         Manager                       $570 - $710
         Senior                        $340 - $530
         Staff                         $170 - $290

The Debtors relate that EY LLP's fees for the services will not
exceed $70,000.

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

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.


RITZ CAMERA: Files Schedules of Assets and Liabilities
------------------------------------------------------
Ritz Camera & Image, L.L.C., filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $4,300,000
  B. Personal Property           $39,392,961
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $27,549,632
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $6,472,461
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $15,125,221
                                 -----------      -----------
        TOTAL                    $43,692,961      $49,147,316

Ritz Interactive, LLC, debtor-affiliate, also filed its schedules
disclosing $73,036 in assets and $28,815,795 in liabilities as of
the Chapter 11 filing.

Copies of the schedules are available for free at

           http://bankrupt.com/misc/RITZCAMERA_SAL1.pdf
           http://bankrupt.com/misc/RITZ_CAMERA_sal.pdf

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RITZ CAMERA: Hilco IP OK'd as Exclusive Sales and Marketing Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Ritz Camera & Image, L.L.C., et al., to employ Hilco IP Services
LLC doing business as Hilco Streambank as exclusive sales and
marketing agent for the sale of certain intellectual property
unrelated to the Debtors' core business.

As reported in the Troubled Company Reporter on Aug. 22, 2012,
Hilco Streambank is expected to, among other things;

   -- assist the Company's management in collecting and securing
      all available information and date concerning the assets;

   -- prepare marketing materials designed to advertise the
      availability of the assets for sale, assignment, license or
      other disposition; and

   -- develop and execute a sales and marketing program designed
      to elicit proposals to acquire the assets from qualified
      acquirers with a view toward completing one or more sales,
      assignments. licenses or other dispositions of the assets as
      of Sept. 6, 2012.

Hilco Streambank will be retained and paid a commission based on a
percentage of aggregate gross proceeds.  If the aggregate gross
proceeds are less than $100,000, Hilco will not earn any
commission.  If the aggregate gross proceeds are greater $100,000,
Hilco Streambank will be paid a commission as (i) 10% of the
amount of aggregate gross proceeds up to $500,000; plus (ii) 15%
of the amount by which the aggregate gross proceeds exceed
$500,000 up to $2,000,000; plus (iii) 20% of the amount by which
the aggregate gross proceeds exceed $2,000,000.

Hilco Streambank does not have an interest adverse to the Debtors
or their estates.

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.


ROLLING MEADOWS, TX: Fitch Rates $18.2-Mil. Revenue Bonds 'BB+'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the expected issuance
of the following bonds issued on behalf of Rolling Meadows, TX:

  -- $18,210,000 Red River Health Facilities Development
     Corporation first mortgage revenue bonds (Wichita Falls
     Retirement Foundation Project), series 2012.

The series 2012 bonds are expected to be issued as fixed-rate
bonds.  Proceeds will be used to refund a bank loan and pay
certain costs of issuance.  The current debt issuance will
represent all of Rolling Meadows' outstanding long-term debt.  The
series 2012 bonds are expected to price the week of Oct. 15 via
negotiation.

The Rating Outlook is Stable.

SECURITY

Debt payments are secured by a pledge of the gross revenues of the
obligated group and a mortgage.  The obligor is Rolling Meadows.
In addition, a fully funded debt service reserve fund provides
additional security for bondholders.

KEY RATING DRIVERS

STRONG, CONSISTENT OPERATING PERFORMANCE: Rolling Meadows'
operating ratio has averaged 87.7% over the last four audited
years and stood at 81.3% in the six-month interim period.  Rolling
Meadows' operating performance is a credit strength at the current
rating level.  The operating ratio did rise to 90.7% in 2011, due
to lower independent living (IL) occupancy, but a positive trend
in IL occupancy brought the ratio down in the interim period.

IMPROVING IL OCCUPANCY: IL occupancy, which had generally been
above 90% dropped to 86% in 2011 due to the departure of Rolling
Meadows' long-time marketing director and a higher than usual
number of turnovers.  However, with a new marketing director in
place, IL occupancy has been on a positive trend and reached 90%
at June 30, 2012.

SMALL REVENUE BASE: With total revenue of $8.9 million in 2011,
Rolling Meadows has one of the smallest revenue bases among
Fitch's rated senior living credits.  Fitch's median revenue size
for standalone continuing care retirement communities is $24
million.  While many of Rolling Meadows' ratios are at the
investment grade level, Fitch would expect many of these ratios to
exceed the medians to provide a level of financial cushion to
offset the risks associated with its small revenue base.  These
risks are reflected in Rolling Meadows' elevated debt burden and
the effect that even a modest drop in occupancy had on operations,
when in 2011 its 86% occupancy raised its operating ratio to
90.7%, leading debt service coverage to drop to 1.4x.

LIQUIDITY SOLID FOR RATING LEVEL: At June 30, 2012, Rolling
Meadows had $8.7 million in unrestricted cash and investments,
which equated to 449.9 days cash on hand (DCOH), a pro forma 6.6x
cushion ratio, and 48.9% cash to debt, all of which are near or at
Fitch's 'BBB' category medians.

ELEVATED DEBT BURDEN: Pro forma maximum annual debt service (MADS)
as a percent of revenue at 15.5% is elevated for the rating level.
Pro forma MADS coverage in 2011 of 1.4x was thin but improved to
2x in the six-month interim as occupancy improved.

ADDITIONAL QUALITATIVE STRENGTHS: While the service area does have
some competition from other rental facilities, the size of Rolling
Meadows' units relative to its monthly fees and its expansive
campus position Rolling Meadows well.  Additionally, the service
area benefits from a handful of large employers, including
Sheppard Air Force base, which has 60,000 trainees a year;
Midwestern University, a liberal arts university; and three
hospitals.

CREDIT PROFILE

Located in Wichita Falls, TX, which is approximately 150 miles
north west of Dallas, Rolling Meadows is a type-D rental
continuing care retirement community with 170 independent living
units (ILUs), composed of 56 cottages and 114 apartments, and 82
skilled nursing facility beds (SNFs).  Rolling Meadows has its own
home health agency for residents, which enables the provision of
assisted living services for a fee.  In 2011 (Dec. 31 year end),
Rolling Meadows reported total operating revenues of $8.9 million.

Rolling Meadows' operating profile can be characterized by
consistent operating performance, strong liquidity, and good
occupancy.  The primary credit concern is Rolling Meadows' small
revenue base and elevated debt burden.

Historical coverage of pro forma MADS of 1.4x was thin in 2011 and
is related to a drop in occupancy.  Occupancy improved to 90% in
the six-month interim and pro forma MADS coverage improved as
well, to 1.9x.  However, the pressure to maintain occupancy levels
at 90% or above to produce coverage is a credit concern.  Rolling
Meadows' debt burden is high, with MADS as a percentage of revenue
at 15.2% in the six-month interim and its adjusted debt to
capitalization at a very high 107%.

At June 30, 2012, Rolling Meadows' unrestricted cash and
investments totaled approximately $8.7 million (reduced by $1.7
million for the expected funding of a debt service reserve fund),
which equals 449.9 DCOH, 6.6x cushion ratio, and 48.9% cash to
debt.  These figures are solid for the rating level and mitigate
some of the concerns over the small revenue base.  Rolling Meadows
recently hired an investment manager to diversify its investment
allocation, which historically had been only fixed income.
Approximately $5 million of Rolling Meadows' unrestricted cash and
investments is actively managed with approximately 65% in
equities, which is aggressive for the rating level.  However,
Rolling Meadows keeps sufficient operating cash on the balance
sheet and its conservative debt structure mitigates the credit
concern as to the investment allocation.

Rolling Meadows has a very high average age of plant of 20.5 years
at Dec. 31, 2011.  Fitch toured Rolling Meadows and found it to be
in marketable condition, and the average age of plant is not a
credit concern.  While there have been no major expansions or
additions since it opened in 1984, Rolling Meadows consistently
invests in its campus. Currently, Rolling Meadows is in the middle
of a major renovation project of its central building entrance,
which is a three-story, vaulted ceiling atrium that receives lots
of sunlight.  The project includes the rebuilding of the main
dining room, the addition of a separate coffee bar and lounge, and
other upgrades to the main entrance.  The project began in March
2012 and will cost approximately $700,000 including other campus-
wide projects, such as a small parking expansion.  The project
will be funded out of cash flow. Fitch views the entryway
expansion positively and believes it will significantly enhance
Rolling Meadows' marketing efforts.

The apartments and cottages are relatively well-sized in spite of
being built in the 1980s.  The apartments range from 409 square
feet to 975 square feet, for studios and one bedrooms.  The
cottages, which are brick, show well, especially relative to the
area houses, and range in size from 1,188 square feet to 1,521
square feet.  Rolling Meadows is in the process of updating its
vacated apartments, currently focusing on one-bedrooms, which
represent the majority of available apartments.  Occupancy in the
cottages has consistently been strong, staying above 90% even as
the overall IL occupancy fell below 90%.

The Stable Outlook reflects Fitch's belief that Rolling Meadows
will sustain levels of occupancy necessary to produce consistent
levels of operating results and debt service coverage.  No
additional debt is expected in the next two to three years.
Rolling Meadows has land available on its campus for expansion but
any development of this land is at least five years away.

Rolling Meadows will covenant to provide annual audited disclosure
within 150 days and quarterly un-audited disclosure within 45
days.


SANKO STEAMSHIP: Japanese Proceeding Recognized by U.S. Court
-------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York recognized as foreign main
proceeding pursuant to Section 1517(b)(1) of the Bankruptcy Code
Sanko Steamship Co., Ltd.'s proceeding under the Corporate
Reorganization Act of Japan (Kaisha Kosei Ho) (as amended),
pending before the Tokyo District Court, Civil Department No. 8.

                      About Sanko Steamship

The Sanko Steamship Co. Ltd., which owns or operates 156 vessels,
on July 2, 2012, commenced bankruptcy reorganization proceedings
under the Corporate Reorganization Act of Japan before the Tokyo
District Court, Civil Department No. 8.  Hisashi Asafuji, in his
capacity as the representative director and foreign
representative of Sanko in the Japanese Proceeding, filed
parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 12-12815) in Manhattan on the same day.
Chiyoda-ku, Tokyo-based Sanko said assets on March 31, 2012, were
about $1 billion while debt totaled $947 million, mostly
unsecured.  The debt total doesn't include liabilities on
chartered vessels.

U.S. Bankruptcy Judge James M. Peck presides over the Chapter 15
case.  Daniel J. Guyder, Esq., at Allen & Overy LLP, represents
the foreign representative.




SAVERS INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Savers Inc. at 'B'. The outlook is stable.

"At the same time, we assigned a 'B' issue-level rating with a '3'
recovery rating to the new term loan C. The '3' recovery rating
indicates our expectation for meaningful (50% to 70%) recovery of
principal in the event of a payment default. Savers expects to use
the proceeds from the new $715 million term loan C to refinance
its existing term loan B, fund the acquisition of a small regional
thrift chain and repay revolver borrowings. Upon the closing of
the new term loan C, we expect to withdraw the rating on the
existing term loan B," S&P said.

"The rating on for-profit thrift retailer Savers reflects Standard
& Poor's expectation that despite moderate operational gains, the
company's financial risk profile will remain 'highly leveraged' in
the coming year. The regional thrift chain acquisition is small,
adding less than 5% to Savers' EBITDA. However, the deal allows
Savers to grow in the Midwestern U.S. and reduce costs through
modest synergies. The acquisition is leverage-neutral, with pro
forma debt to EBITDA remaining at 7.9x in the year ended June 30,
2012, which is the same as following the private equity sale to
buyers including Leonard Green & Partners L.P. and TPG earlier
this year. Leverage remains flat because added operating earnings
from the target offsets moderately higher debt. Meanwhile,
interest coverage will improve slightly to 2.6x from 2.5x for the
transaction as the term loan and revolver re-pricing affords the
company about $5 million in interest savings," S&P said.

"Savers continues to post strong performance, with sales up 21%
and EBITDA up 23% in the year through June 30, 2012 because of
recent positive comparable-store sales in both the U.S. and
Canada. Our outlook for the thrift industry remains positive in
the coming year, as customers remain frugal in the still-weak
economy and merchandise reuse and recycling garner growing
acceptance. However, we view Savers' business risk profile as
'weak,' reflecting its narrow focus and potential for merchandise
shortages if charitable donations decline. Other risks include
increased competition from mass merchants and exposure to foreign
currency exchange rates," S&P said.

"We expect an estimated 26% EBITDA increase for the fiscal year
ending Dec. 31, 2012, as Savers continues to grow its comparable-
store sales and integrate the new small regional thrift stores. We
project this operational enhancement will push leverage down to
the low-7.0x area by the end of fiscal 2012 and to the high-5.0x
area by the end of fiscal 2013 as the company benefits from
continued high repeat traffic and improved operating leverage. We
expect Savers' EBITDA margin to increase 190 basis points (bps) to
17.7% in fiscal 2012 because of benefits from the small regional
thrift chain acquisition and as Savers continues to integrate
highly efficient Apogee stores acquired last year," S&P said.


SCHWAB INDUSTRIES: Shareholders Can't Pursue Malpractice Lawsuit
----------------------------------------------------------------
Bankruptcy Judge Russ Kendig dismissed a malpractice action filed
by shareholders of Schwab Industries, Inc., and its affiliated
entities against the Debtors' lead bankruptcy counsel, Hahn Loeser
& Parks LLP and Lawrence E. Oscar, Esq., holding that the
shareholders lack standing to pursue claims for professional
negligence/legal malpractice, fraudulent inducement, and negligent
misrepresentation.  The Court said the claims are property of the
estate and therefore must be pursued by and on behalf of the
estate.  In this case, Judge Kendig said, that torch has been
passed to the creditor trustee, John B. Pidcock.  As shareholders
of the Debtors, the Court said the Plaintiffs did not identify any
particularized injury to separate their claims from the corporate
claims now part of the estate.  Further, the Plaintiffs did not
request or obtain authority to maintain any action.  The amended
complaint will be dismissed based on the Plaintiffs' lack of
standing.  Even if the Plaintiffs had standing, the Court said
their claims are barred by res judicata.

The lawsuit is, DAVID A. SCHWAB, et al., Plaintiffs, v. LAWRENCE
E. OSCAR, ESQ., and HAHN LOESER & PARKS, LLP, Defendants, Adv.
Proc. No. 12-6035 (Bankr. N.D. Ohio).  A copy of the Bankruptcy
Court's Sept. 20, 2012 Memorandum of Opinion is available at
http://is.gd/N1Rc3ifrom Leagle.com.

                      About Schwab Industries

Dover, Ohio-based Schwab Industries, Inc., produced, supplied and
distributed ready-mix concrete, concrete block, cement and related
supplies to commercial, governmental and residential contractors
throughout Northeast Ohio and Southwest Florida.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 10-60702) on Feb. 28, 2010.  Affiliates Medina
Cartage Co.; Medina Supply Company; Quality Block & Supply, Inc.;
O.I.S. Tire, Inc.; Twin Cities Concrete Company; Schwab Ready-Mix,
Inc.; Schwab Materials, Inc.; and Eastern Cement Corp. also sought
bankruptcy protection.  The Parkland Group, Inc., provided
restructuring services and designated Laurence V. Goddard as Chief
Restructuring Officer.  Hahn Loeser & Parks LLP served as
bankruptcy counsel.  Brouse McDowell, LPA, served as special
counsel.  Garden City Group, Inc., served as claims, noticing and
balloting agent.  The Company estimated its assets and liabilities
at $50 million to $100 million.

As part of the bankruptcy, substantially all of the Debtors'
assets via auction.  The Court entered a sale order on May 28,
2010.  Subsequently, the Court confirmed a liquidation plan.
Through the sale and plan, a creditor trust was established for
the benefit of the unsecured creditors and John B. Pidcock was
designated Creditor Trustee.  The Debtor was later renamed SII
Liquidation Company.


SIRIUS INT'L: Fitch Rates $250-Mil. Preference Shares 'BB+'
-----------------------------------------------------------
Fitch Ratings has upgraded the Insurer Financial Strength (IFS)
ratings of Sirius International Insurance Group, Ltd.'s (Sirius
Group) operating subsidiaries, Swedish-based Sirius International
Insurance Corporation (Sirius International) and U.S.-based Sirius
America Insurance Company (Sirius America), to 'A' from 'A-'.  The
Rating Outlook is Stable.  All other ratings of White Mountains
Insurance Group, Ltd. and its subsidiaries (White Mountains) are
not affected by this action and were most recently affirmed with a
Stable Outlook by Fitch on Aug. 7, 2012.

The rating action follows a periodic review by Fitch of the
regulatory environment in Sweden with respect to reinsurance
companies, and Fitch's updated belief that the existence of a
Special Register under the Swedish Insurance Business Act provides
additional protections for reinsured obligations that had not been
previously reflected in the rating.  Under the Special Register,
Swedish reinsurers are to set aside certain assets to the benefit
of reinsured obligations, giving them a degree of effective
priority over other obligations, in Fitch's opinion. In most
regulatory jurisdictions, including Europe and the U.S.,
reinsurance obligations are not afforded priority.

Under Fitch's ratings methodologies, priority afforded an
obligation typically results in a one notch ratings benefit, since
such obligations would be expected to recover higher amounts in
the event of default or insolvency compared to an obligation that
is not afforded priority.

The upgrade was also applied to Sirius International's wholly
owned New York-based subsidiary, Sirius America, which receives
stop-loss and other capital support from Sirius International, and
is rated on a group basis.

See the Fitch Rating Action Commentary dated Aug. 7, 2012 on White
Mountains for additional details, including a summary of areas of
sensitivity and triggers that could result in a future upgrade or
downgrade of the ratings.

Fitch upgrades the following ratings with a Stable Outlook:

Sirius International Insurance Corporation
Sirius America Insurance Company

  -- IFS to 'A' from 'A-'.

Fitch currently rates White Mountains and its subsidiaries as
follows:

White Mountains Insurance Group, Ltd.

  -- Issuer Default Rating (IDR) 'BBB+'.

OneBeacon U.S. Holdings, Inc.

  -- IDR 'BBB+';
  -- $270 million 5.875% due May 15, 2013 'BBB'.

Sirius International Group, Ltd.

  -- IDR 'BBB+';
  -- $400 million 6.375% due March 20, 2017 'BBB';
  -- $250 million perpetual non-cumulative preference shares
     'BB+'.

OneBeacon Insurance Group and Their Members:
Atlantic Specialty Insurance Company
Camden Fire Insurance Association (The)
Employers' Fire Insurance Company (The)
Essentia Insurance Company
Homeland Insurance Company of New York
Northern Assurance Company of America (The)
OneBeacon America Insurance Company
OneBeacon Insurance Company
OneBeacon Midwest Insurance Company
Pennsylvania General Insurance Company
Traders & General Insurance Company

  -- IFS 'A'.

The Rating Outlook is Stable.


SO CALIF UNIV: Moody's Withdraws 'B1' Rating on Bonds
-----------------------------------------------------
Moody's Investors Service has withdrawn the B1 rating on Southern
California University of Health Science's (CA) Bonds, Series 1997
which were issued through the California Educational Facilities
Authority. The rating withdrawal follows the redemption of these
bonds. At this time, Southern California University of Health
Sciences no longer maintains debt outstanding with a Moody's
rating based on its own credit quality.

Moody's has withdrawn the rating because the bonds have been
redeemed.


SOLYNDRA LLC: Wins OK to Auction Factory, Headquarters
------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Mary F. Walrath on Monday cleared Solyndra LLC to auction
its sprawling California solar panel factory and headquarters,
with hard drive manufacturer Seagate Technology LLC providing the
initial $90.3 million stalking horse bid.

At a court hearing in Wilmington, U.S. Bankruptcy Judge Mary F.
Walrath signed off on bidding procedures for the auction and
tentatively set a Nov. 15 hearing for final approval of the sale
to Seagate or another higher bidder, Bankruptcy Law360 relates.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.


SPRINGLEAF FINANCE: Fortress VP to Assume CFO Position
------------------------------------------------------
Donald R. Breivogel, Jr., senior vice president, chief financial
officer, and a director of Springleaf Finance Corporation, advised
the Company of his intent to retire and to resign as an officer
and director of the Company and its subsidiaries on or about
Dec. 31, 2012.

The Company anticipates that Macrina Kgil, vice president of
Fortress Investment Group LLC, an affiliate of the Company, will
be assuming the position of Chief Financial Officer upon Mr.
Breivogel's retirement.  Ms. Kgil, age 37, has been a Vice
President at Fortress since January 2008.  Prior to that, she was
employed by PricewaterhouseCoopers.  She will be joining the
Company on Oct. 1, 2012, as a Controller.

                     About Springleaf Finance

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

The Company's balance sheet at June 30, 2012, showed $15.29
billion in total assets, $13.95 billion in total liabilities and
$1.34 billion in total shareholders' equity.

                           *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported by the Troubled Company Reporter on Sept. 9, 2011,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
unsecured debt ratings on Springleaf Finance, Inc. (Springleaf)
and affiliates to 'CCC' from 'B-'.

The downgrade of Springleaf's IDR was driven by Fitch's continued
concerns regarding the company's lack of meaningful liquidity and
funding flexibility, as $2 billion of unsecured debt matures in
2012.  Minimal progress has been made in implementing a long-term
funding plan since the acquisition by Fortress Investment Group
LLC (Fortress) in November 2010; therefore, barring meaningful
access to the securitization market over the next several months,
Springleaf may have insufficient flexibility to address its near-
term debt maturities.

In the June 5, 2012, edition of the TCR, Moody's Investors Service
downgraded Springleaf Finance Corporation's senior unsecured and
corporate family ratings to Caa1 from B3.  The downgrade reflects
Springleaf's funding constraints and uncertain liquidity outlook,
increased operational stresses, and record of operating losses
since early 2008.


STEPHEN YELVERTON: Marital Support Payments Are Nondischargeable
----------------------------------------------------------------
Stephen Thomas Yelverton, Plaintiff, v. Alexandra N. Senyi De
Nagy-Unyom, Defendant, Adv. Proc. No. 12-10011 (Bankr. D.D.C),
seeking a determination that all monetary obligations owed to his
former wife, Alexandra N. Senyi de Nagy-Unyom, including those
arising under a prenuptial agreement, are dischargeable and thus
discharged by his discharge under 11 U.S.C. Sec. 727.

In his motion for summary judgment, Mr. Yelverton contends that
because the prenuptial agreement was not ratified, merged into, or
incorporated into the decree of divorce, the obligations arising
under that agreement are contractual obligations and not domestic
support or marital obligations excepted from discharge under 11
U.S.C. Sections 523(a)(5) and 523(a)(15).

In her own motion for summary judgment, Senyi contends that her
claims against Yelverton are excepted from discharge (a) pursuant
to 11 U.S.C. Section 523(a)(2)(B) because Senyi reasonably relied
upon statements made by Yelverton, who was acting in bad faith and
with the intent to deceive, regarding his intent to honor the
obligations set forth in the prenuptial agreement; (b) pursuant to
11 U.S.C. Section 523(a)(6) because Yelverton's allegedly false
statements regarding his drafting of the agreement to be
enforceable and to ensure support of Senyi were made with the
intent to defraud Senyi; (c) pursuant to 11 U.S.C. Section
523(a)(5) because the claims constitute domestic support
obligations; and (d) pursuant to 11 U.S.C. Section 523(a)(15)
because they arise under a judgment of absolute divorce entered in
the Superior Court of the District of Columbia.

In a Sept. 24, 2012 Memorandum Decision available at
http://is.gd/4dOt7Zfrom Leagle.com, Bankruptcy Judge S. Martin
Teel, Jr., ruled that:

         1. Senyi has met her burden to show that the $7,000
monthly marital support payments and the $17,000 monthly alimony
payments described in the prenuptial agreement and referred to in
the divorce decree are nondischargeable obligations under Section
523(a)(5) or Section 523(a)(15), and will grant summary judgment
in Senyi's favor as to those portions of her claim.

         2. As to Senyi's $140,000 claim for employment-related
income and the $26,000 claim for unpaid rental obligations
mentioned in the prenuptial agreement, Senyi has failed to produce
or point to any evidence adequate to support a finding that these
are nondischargeable obligations under Section 523(a), and I will
grant summary judgment in favor of Yelverton as to the
obligations.

         3. Finally, Senyi's claims include a postnuptial document
wherein Yelverton agreed to pay to her the first $100,000 he
receives out of the proceeds of the debtor's interest in a family
corporation owning a North Carolina pig operation. Senyi has not
shown that this obligation, if a monetary claim, is of a
nondischargeable character, and I will grant Yelverton summary
judgment as to that obligation, without prejudice to Senyi's later
seeking a determination of nondischargeability for any monetary
claim awarded to her, based on the postnuptial document, in remand
proceedings in the Superior Court under D.C. Code Section 16-910.

         4. To the extent that remand proceedings in the Superior
Court result in an award of property to Senyi that is effective
against the bankruptcy estate, such an award will not constitute a
claim for money and thus will not present an issue of
dischargeability. To the extent that, in lieu of Senyi actually
obtaining property from Yelverton, the remand proceedings result
in an award of a money claim against Yelverton, then at that
juncture Senyi can seek a judgment declaring the debt to be
nondischargeable under Section 523(a)(15).

Stephen T. Yelverton is the sole member of the Yelverton Law Firm,
PLLC.  He filed for Chapter 11 bankruptcy protection (Bankr. D.
D.C. Case No. 09-00414) on May 14, 2009.  Judge S. Martin Teel,
Jr., on Aug. 20, 2010, denied confirmation of the Debtor's plan
and converted the case to Chapter 7.


SUPERIOR TOMATO-AVOCADO: Objection to PACA Claim Overruled
----------------------------------------------------------
Bankruptcy Judge Leif M. Clark overruled the objection of Superior
Tomato-Avocado, Ltd., against the claim filed by A&A Concepts LLC
pursuant to the Perishable Agricultural Commodities Act.  There is
no dispute that the creditor is owed money.  The dispute focuses
on whether the creditor's claim qualifies for priority of
treatment by virtue of its claimed status as a "trust claim" under
PACA.  The Debtor's special PACA counsel objected to the claim on
grounds that the filing did not comply with the requirements of
PACA, so that it did not qualify for priority of treatment.  The
creditor claims substantial compliance, and argues that, under the
case law, that is all that is required.

Prior to the bankruptcy, A&A Concepts sold produce to Superior,
for which it is still owed $150,595.  A&A filed a PACA trust claim
against Superior following the Chapter 11 filing.

A copy of the Court's Sept. 24, 2012 Memorandum Decision and Order
is available at http://is.gd/3vWe6dfrom Leagle.com.

                  About Superior Tomato-Avocado

Superior Tomato-Avocado, Ltd. is a produce company, dealing mainly
with its namesake tomatoes and avocados, and is a major supplier
to grocery stores throughout Texas.  Superior filed a voluntary
Chapter 11 petition (Bankr. W.D. Tex. Case No. 12-50074) on
Jan. 3, 2012.


SUMMERFIELD LLC: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Summerfield, LLC
        P.O. Box 10616
        Cedar Rapids, IA 52410-0616

Bankruptcy Case No.: 12-01783

Chapter 11 Petition Date: September 24, 2012

Court: United States Bankruptcy Court
       Northern District of Iowa (Cedar Rapids)

Judge: Thad J. Collins

Debtor's Counsel: Joseph A. Peiffer, Esq.
                  DAY RETTIG PEIFFER, P.C.
                  P.O. Box 2877
                  Cedar Rapids, IA 52406-2877
                  Tel: (319) 365-0437
                  E-mail: joep@drpjlaw.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ianb12-01783.pdf

The petition was signed by Dennis J. Stevenson, managing member.


SWISHER HYGIENE: Receives NASDAQ Determination Letter
-----------------------------------------------------
Swisher Hygiene Inc. disclosed that, on Sept. 20, 2012, it
notified The NASDAQ Stock Market ("NASDAQ") that its Form 10-K for
the year ended Dec. 31, 2011 (the "Form 10-K") and Form 10-Qs for
the quarterly periods ended March 31, 2012 and June 30, 2012
(together, the "Form 10-Qs") will not be filed with the Securities
and Exchange Commission by Sept. 26, 2012, which is the extended
deadline for filing previously granted to Swisher Hygiene by
NASDAQ.

As a result of this notification, on Sept. 21, 2012, Swisher
Hygiene received a letter from NASDAQ advising that it remains
non-compliant with the requirements for continued listing under
NASDAQ Listing Rule 5250(c)(1) due to Swisher Hygiene's failure to
timely file the Form 10-K and the Form 10-Qs.  The letter further
indicates that Swisher Hygiene's common stock is subject to
delisting from NASDAQ unless it requests a hearing before a NASDAQ
Listing Qualifications Panel (the "Panel") within seven calendar
days of receipt of the letter.

Swisher Hygiene intends to timely request a hearing before the
Panel.  Swisher Hygiene's request for a hearing will automatically
stay any delisting action for a period of 15 days from the date of
the request.  In addition, in connection with its request for a
hearing, Swisher Hygiene will request that the Panel continue the
stay of delisting until the conclusion of the hearing process.
Swisher Hygiene expects that a hearing will be set for 30 to 45
days from the date of the request and that the Panel will take
approximately one to six weeks from the hearing date to render a
decision.  If Swisher Hygiene's plan to regain compliance is
approved, the Panel may provide Swisher Hygiene up to 360 days
from the original due date for the Form 10-K, which was March 30,
2012. However, Swisher Hygiene cannot provide assurance that the
Panel will grant the company a stay of Staff's delisting
determination until the conclusion of the hearing process or that
it will grant Swisher Hygiene an exception for additional time to
regain compliance with NASDAQ's filing requirement.

"We are disappointed that the review process remains ongoing and
that we continue to be in non-compliance with NASDAQ," said Thomas
Byrne, Interim President and Chief Executive Officer of Swisher
Hygiene.  "While the process remains ongoing, Swisher Hygiene
continues to conduct its day-to-day business and remains dedicated
to providing outstanding customer service."

Swisher Hygiene has been noted in default of the continuous
disclosure requirements by the securities regulators in several
provinces of Canada for certain failures stemming from the non-
compliance described above, including the failure to timely file
its annual financial statements for the year ended December 31,
2011 and related information, and for publicly acknowledging that
certain of its previously filed financial statements may no longer
be relied upon.  In connection with these defaults, Swisher
Hygiene previously applied to the Ontario Securities Commission
(the "OSC"), as its principal Canadian securities regulator, for a
temporary order prohibiting its directors and officers from
trading in the securities of Swisher Hygiene for as long as these
defaults remain outstanding.  If a management cease trade order is
granted, it is not expected to affect the ability of persons who
are not directors or officers of Swisher Hygiene to trade in the
securities of Swisher Hygiene.  In the absence of a management
cease trade order, and in the event that the continuous disclosure
defaults have not been remedied, the Canadian securities
regulators may issue a general cease trade order against Swisher
Hygiene.  The shares of Swisher Hygiene's common stock trade on
the Toronto Stock Exchange (the "TSX") under the symbol "SWI."
However, the TSX has previously indicated that, if Swisher's non-
compliance with the applicable filing requirements continues past
September 2012, the TSX may conduct a formal delisting review in
respect of Swisher.

                    About Swisher Hygiene Inc.

Swisher Hygiene Inc. is a NASDAQ and TSX listed company that
provides essential hygiene and sanitation solutions to customers
throughout much of North America and internationally through its
global network of company-owned operations, franchises and master
licensees operating in countries across Europe and Asia.


TECHNEST HOLDINGS: Acquires DigiPath Solutions for $2.4 Million
---------------------------------------------------------------
AccelPath, Inc., formerly known as Technest Holdings Inc., has
acquired privately held DigiPath Solutions, LLC, a leading
provider of digital telepathology and laboratory development and
management services in Texas.

Founded in 2010, DigiPath currently services six pathology
laboratories covering eight customers in Houston, Texas, with
near-term plans to expand further in Texas.  DigiPath had audited
fiscal year June 30, 2012, revenues of $1.1 million, which
represented a 106% increase over the prior year and EBITDA of
$561,000, a 50% increase from the prior year.

Rishi Reddy, founder and Chief Executive Officer of DigiPath will
join the AccelPath medical advisory board and help to integrate
the DigiPath business into AccelPath while also leading
AccelPath's global expansion and developing its 3D imaging
technology.

Mr. Reddy will also focus on integrating DigiPath's laboratory
build and management capabilities into AccelPath.  His experienced
sales and operations team will continue to manage existing
customer pathology laboratories while engaging new business
contracts and developing and managing new pathology laboratories
in the DigiPath pipeline.  The DigiPath team will also assist with
AccelPath's new business pipeline by offering similar laboratory
development and management capabilities to prospective clients.

AccelPath acquired DigiPath for an aggregate purchase price of
$2.4 million, which consists of cash, 1,250 shares of AccelPath
convertible preferred stock, and a promissory note issued to Mr.
Reddy in the amount of $1,050,000.  In addition, the Company
entered into a one-year consulting agreement with Mr. Reddy.

"After spending the past several months with the AccelPath
management and operating team, I have become very impressed with
their wealth of knowledge in digital telepathology and,
specifically, their workflow software technology," stated Mr.
Reddy.  "The Company's digital telepathology workflow software
will facilitate the expansion of DigiPath's business and take it
to the next level of automation.  Further, we are pleased to bring
DigiPath's laboratory development capabilities to the Company,
which will provide a broader product offering to the combined
entity and facilitate growth.  I also look forward to assisting
with the development of the Company's proprietary 3D imaging
technology as it relates to digital telemedicine.  This is a very
exciting time for the combined companies."

"We are very pleased to have Mr. Reddy join our team," stated
Shekhar Wadekar, AccelPath's chief executive officer.  "We are
truly impressed by his performance of substantially growing
DigiPath from a start-up to a profitable entity within a very
short time.  He brings a wealth of knowledge to the Company from
an operational and growth perspective.  Further, Mr. Reddy will
play an integral role in developing certain of our proprietary 3D
imaging technologies as they relate to digital telemedicine and we
welcome Mr. Reddy and his team to AccelPath.  AccelPath will
continue to seek out similar synergistic acquisitions."

A copy of the Form 8-K as filed with the SEC is available at:

                        http://is.gd/8ggkMP

                      About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Following the fiscal 2011 results, Wolf & Company, P.C., in
Boston, Massachusetts, expressed substantial doubt about Technest
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has negative cash flows from operations, a
stockholders' deficit and a working capital deficit.

The Company reported a net loss of $2.9 million on $450,000 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,000 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company's balance sheet at March 31, 2012, showed
$5.29 million in total assets, $6.55 million in total liabilities
and a $1.25 million total stockholders' deficit.


UNIVAR INC: S&P Affirms 'B+' CCR on Stable Operating Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issue-level
rating (the same as its corporate credit rating) on Univar Inc.'s
term loan B. "The '3' recovery rating on the term loan remains
unchanged, indicating our expectation of meaningful (50% to 70%)
recovery for lenders in the event of a payment default," S&P said.

"We also affirmed our 'B+' corporate credit rating on the company.
The outlook is stable," S&P said.

"The ratings on Univar reflect its high leverage and very
aggressive financial policies, as well as our expectation that
favorable business conditions and operating trends over the next
couple of years will continue to support adequate cash flow
generation, 'strong' liquidity, and a modestly improving financial
profile," said credit analyst Seamus Ryan. "We characterize
Univar's business risk profile as 'satisfactory' and its financial
risk profile as 'highly leveraged'."

"The stable outlook reflects our expectation for steady operating
results and our belief that relatively favorable business
conditions will allow Univar to maintain a financial profile
consistent with the ratings. We expect increasing volumes--mostly
through acquisitions--and stable margins, as a result of various
cost-reduction efforts and synergies related to its acquisitions,
to support operating results. The stable outlook also reflects our
view that moderate cash flow generation should continue to support
capital expenditures, modest acquisitions, and gradual debt
reduction," S&P said.

"We could raise the ratings modestly if FFO-to-total debt exceeds
12% and total debt-to-EBITDA decreases to below 5x on a sustained
basis. However, Univar's very aggressive financial policies,
including the potential to further increase debt to fund larger
acquisitions or dividend distributions to shareholders, limit the
potential for an upgrade over the near term," S&P said.

"We could lower the ratings if liquidity declines significantly or
if free cash flow generation is lower than we project because of
unexpected business challenges. We could also lower the ratings if
EBITDA margins weaken by 100 basis points or more and volumes
decline about 10% from current expectations. At that point, we
expect the company's credit metrics would weaken, including
leverage deteriorating to 7x or higher and FFO-to-total debt
decreasing to about 5%. We could also lower the ratings if
unexpected cash outlays or aggressive financial policy decisions
reduce the company's liquidity or stretch its financial profile,"
S&P said.


VALEANT PHARMA: Moody's Says Upsized Bond Credit Negative
---------------------------------------------------------
Moody's Investors Service commented that the upsized bond offering
of Valeant Pharmaceuticals International, a subsidiary of Valeant
Pharmaceuticals International, Inc. (collectively "Valeant") is
credit negative, but does not impact the B1 rating recently
assigned to the bond offering. There is also no impact to the
other rating of Valeant including the Ba3 Corporate Family Rating
and Ba1 senior secured credit facility rating. Proceeds of the
bond offering are expected to be used for acquisitions and general
corporate purposes, including Valeant's pending acquisition of
Medicis Pharmaceutical Corporation. The rating outlook is
negative.

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

Headquartered in Montreal, Quebec, Valeant Pharmaceuticals
International, Inc. [NYSE: VRX] is a global specialty
pharmaceutical company formed from the merger of Biovail
Corporation and Valeant Pharmaceuticals International. For the
first six months of 2012 Valeant reported net revenues of
approximately $1.7 billion.


VIKING SYSTEMS: 83.6% of Outstanding Common Shares Tendered
-----------------------------------------------------------
CONMED Corporation announced the successful completion of the
tender offer by its wholly-owned subsidiary, Arrow Merger
Corporation ("Merger Sub"), for all of the outstanding shares of
common stock of Viking Systems, Inc., at a price of $0.27 per
share, net to the seller in cash.

U.S. Bank National Association, the depositary for the tender
offer, has advised CONMED that, as of 12:00 midnight, New York
City time, on Sept. 21, 2012, the expiration of the tender offer,
approximately 64,358,946 shares were validly tendered and not
withdrawn in the tender offer, representing approximately 83.59%
of Viking's currently outstanding shares.  CONMED has accepted for
payment all shares validly tendered and not withdrawn and will
promptly pay for those shares.

Merger Sub will acquire all of the remaining outstanding shares of
Viking common stock by means of a merger under Delaware law.  As a
result of the purchase of shares in the tender offer, Merger Sub
has sufficient voting power to approve the merger without the
affirmative vote of any other Viking stockholder.  In order to
accomplish the merger as a "short-form" merger, Merger Sub
currently intends to exercise its "top-up" option pursuant to the
merger agreement, which permits Merger Sub to purchase additional
shares of common stock of Viking directly from Viking for $0.27
per share.  Following the merger, Viking will become a wholly-
owned subsidiary of CONMED, and each share of Viking's outstanding
common stock will be cancelled and converted into the right to
receive the same consideration, without interest, received by
holders who tendered in the tender offer.

                       About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

Viking Systems reported a net loss applicable to common
shareholders of $2.92 million in  2011, compared with a net loss
applicable to common shareholders of $2.43 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.71 million
in total assets, $3.10 million in total liabilities and
$1.61 million in total stockholders' equity.


VISUALANT INC: Expands Leadership with New VP of Biz. Development
-----------------------------------------------------------------
Visualant, Inc., announced that Todd Martin Sames joined its
executive team as Vice President of Business Development.  Mr.
Sames is responsible for driving new licensing agreements for the
company's Spectral Pattern Matching (SPM) Technology with a wide-
range of original device manufacturers.  The Company believes this
new role will dramatically bolster its expansion efforts.

Mr. Sames brings over 25 years of industry experience to the
expanding Visualant team.  He most recently held an executive
position at INX, where he ultimately led in the creation of a new
Business Unit.  The project resulted in a successful new line of
video conferencing, telecommunication, and security solutions for
Cisco.

Mr. Sames has also established partnerships with other well-known
companies such as Polycom, LifeSize, and TANDBERG.  He considers
his unique ability to build relationships and generate sales his
greatest asset, one he will use to help take Visualant to the next
level.  During his tenure conducting corporate sales at Egghead
Software, Todd closed and managed Fortune 1000 accounts with
Disney, Unocal, Lockheed and General Electric, among many others.

Ron Erickson, Visualant CEO, expressed admiration of Mr. Sames'
history of consistency and demonstrated track-record of
implementing successful business development of emerging
technologies and technology companies throughout his career of
more than two decades.

He added, "Todd can strengthen companies not just by increasing
their existing customer base, but he can also create entirely new
business units that generate new-found revenues.  With our recent
investments and strategic partnership, Todd is perfectly suited to
fully exploit our patented technologies in the marketplace."

Visualant specializes in using spectral analysis for many
corporate and consumer needs.  Currently, the company is looking
to use its technology in a number of smartphone-based
applications.

Mr. Sames concluded, "To work with a world-class team like
Visualant is a dream scenario for someone with my background.
There's talent and technology in Visualant that cannot be
replicated elsewhere."

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at June 30, 2012, showed $6.84 million
in total assets, $7.03 million in total liabilities, $28,350 in
noncontrolling iterest, and a $220,669 total stockholders'
deficit.

The Company anticipates that it will record losses from operations
for the foreseeable future.  As of June 30, 2012, the Company's
accumulated deficit was $13.1 million.  The Company has limited
capital resources, and operations to date have been funded with
the proceeds from private equity and debt financings.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The audit report prepared by the
Company's independent registered public accounting firm relating
to the Company's financial statements for the year ended Sept. 30,
2011, includes an explanatory paragraph expressing the substantial
doubt about the Company's ability to continue as a going concern.
The audit report prepared by the Company's independent registered
public accounting firm relating to its financial statements for
the year ended Sept. 30, 2011, includes an explanatory paragraph
expressing the substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

The Securities Purchase Agreement dated June 17, 2011, with
Ascendiant Capital Partners, LLC, will terminate if the Company's
common stock is not listed on one of several specified trading
markets (which include the OTCBB and Pink Sheets, among others),
if the Company files protection from its creditors, or if a
Registration Statement on Form S-1 or S-3 is not effective.

If the price or the trading volume of the Company's common stock
does not reach certain levels, the Company will be unable to draw
down all or substantially all of its $3,000,000 equity line of
credit with Ascendiant.

The maximum draw down amount every 8 trading days under the
Company's equity line of credit facility is the lesser of $100,000
or 20% of the total trading volume of the Company's common stock
for the 10-trading-day period prior to the draw down multiplied by
the volume-weighted average price of the Company's common stock
for that period.  If the Company stock price and trading volume
decline from current levels, the Company will not be able to draw
down all $3,000,000 available under the equity line of credit.

"If we are not able to draw down all $3,000,000 available under
the equity line of credit or if the Securities Purchase Agreement
is terminated, we may need to restructure our operations, divest
all or a portion of our business, or file for bankruptcy," the
Company said in its quarterly report for the period ended June 30,
2012.


VM ODELL'S: Grocery Chain Files for Chapter 11 Bankruptcy
---------------------------------------------------------
Howard Pankratz at The Denver Post reports that VM Odell's LLC has
filed for Chapter 11 bankruptcy protection in Denver, Colorado,
and closed four of its stores, though its CEO said the stores will
reopen soon.

VM Odell's operates grocery chain that serves eight towns in
eastern Colorado and another in Kansas.

According to the report, Samuel J. Mancini, president and chief
executive of Bella's Market, said the stores in Wiggins, Haxtun,
Akron, and St. Francis, Kansas, were expected to reopen Sept. 26,
2012.  He did not say what prompted the temporary closures.

The report, citing court documents, relates VM Odell's LLC said
it had between 100 and 199 creditors; estimated assets between
$1 million and $ 10 million and estimated liabilities between
$1 million and $10 million.

The report relates Mr. Mancini said Bella's Market is financially
viable but was forced to take the action because of "an overly
aggressive creditor."  "We are not behind on any debt payments,"
said Mr. Mancini.  "Prior to the filing, we were current on all
debt payments."


VM ODELL'S: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: VM Odell's LLC
        dba North Park Super
        dba Bella's Market
        dba Odells Super
        dba Wray Super
        dba St. Francis Super
        dba Haxtun Super
        dba Bennett Super
        dba Wiggins Supers
        dba Walden Supers
        400 S Colorado Blvd Ste 820
        Denver, CO 80246-1240

Bankruptcy Case No.: 12-29791

Chapter 11 Petition Date: September 24, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Brent R. Cohen, Esq.
                  Chad S. Caby, Esq.
                  ROTHGERBER JOHNSON & LYONS LLP
                  One Tabor Center
                  1200 17th St., Suite 3000
                  Denver, CO 80202-5855
                  Tel: (303) 623-9000
                  Fax: (303) 623-9222
                  E-mail: bcohen@rothgerber.com
                          ccaby@rothgerber.com

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

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

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

The petition was signed by Samuel J. Mancini, manager of Savoy
Holdings Ltd. LLC.


WISP RESORT: Bank's Objection Deadline Extended Anew
----------------------------------------------------
Bankruptcy Judge Wendelin I. Lipp signed off on a third
stipulation and consent order extending through Sept. 21 the time
for First United Bank and Trust to file its response to the Motion
for Fourth Extension of Exclusive Periods to File Plan of
Reorganization and Obtain Acceptances Thereto by 60 Days filed by
D.C. Development, LLC, Recreational Industries, Inc., Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC.  A copy of the
Sept. 20 stipulation is available at http://is.gd/lEL0lrfrom
Leagle.com.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, in
Baltimore, Maryland, represents First United Bank and Trust.

The Debtors have filed a motion asking the U.S. Bankruptcy Court
to extend the exclusive periods within which only they can file a
plan through and including Nov. 9, 2012, and the period to secure
acceptance of a plan through and including Dec. 9, 2012.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


WYNN RESORTS: Moody's Reviews 'Ba2' CFR/PDR for Upgrade
-------------------------------------------------------
Moody's Investors Service placed Wynn Resorts, Limited's Ba2
Corporate Family and Probability of Default ratings on review for
upgrade along with the Ba2 rating on the company's $1.32 billion
7.75% first mortgage notes due 2020 issued by Wynn Las Vegas, LLC,
a wholly-owned subsidiary of Wynn.

Ratings on review for upgrade:

Corporate Family Rating -- Ba2

Probability of Default Rating -- Ba2

$1.32 billion 7.75% first mortgage notes due 2020 - Ba2 (LGD 4,
51%)

Ratings Rationale

The review for upgrade is based on Moody's expectation that Wynn
has the ability to maintain its relatively high EBITDA/interest
coverage of about 5.5 times, low consolidated net debt/EBITDA of
about 2.5 times, and very good liquidity profile despite the
company's development plans and likelihood of continued large
shareholder distributions.

"Wynn's investment in Asia continues to pay off handsomely and
positions the company to capitalize on future high growth
opportunities around the globe," stated Keith Foley, a Senior Vice
President at Moody's. "Given Moody's favorable outlook for the
Macau gaming markets, we expect Wynn can generate the free cash
flow and maintain the financial resources needed to simultaneously
invest in large, high-growth global development opportunities and
reward equity shareholders in a manner consistent with a higher
rating," added Foley.

Moody's decision to place Wynn on review for upgrade also takes
into account several other credit concerns, that would not
necessarily prevent Wynn from achieving a higher rating. These
concerns include: (1) the company's new $2.3 billion credit
facility at Wynn Resorts Macau S.A., proceeds of which will be
used to help fund a significant casino resort development on the
Cotai Strip in Macau; (2) the recent termination of Wynn Las
Vegas, LLC's credit facility and the transfer of $700 million to
Wynn Resorts Limited from Wynn Las Vegas, LLC; and (3) the
possibility of further litigation related to the repurchase of 20%
of its outstanding common shares from a former shareholder.

Moody's review will focus primarily on Wynn's ability and
willingness to maintain net debt/EBITDA below 3.0 times and adhere
to a long-term financial policy that is consistent with a higher
rating. While each one of Wynn's financing subsidiaries will be
evaluated and considered separately, Wynn's ratings will continue
to reflect a consolidated rating approach, whereby Moody's views
all of the operations of Wynn as a single enterprise for analytic
purposes, regardless of whether or not financing's for some
subsidiaries are done on a stand-alone basis.

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

Wynn Resorts Limited owns and operates casino hotel resort
properties in Las Vegas, Nevada and Macau, China. In Las Vegas,
the company owns Wynn Las Vegas, which opened on April 28, 2005
and was expanded with the opening of Encore at Wynn Las Vegas on
December 22, 2008. In Macau, the company owns Wynn Macau, which
opened on September 6, 2006 and was expanded with the opening of
Encore at Wynn Macau on April 21, 2010. Wynn generates
consolidated net revenue of about $5.2 billion.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Vaca Valley Auto Body, Inc.
   Bankr. E.D. Calif. Case No. 12-36737
     Chapter 11 Petition filed September 16, 2012
         See http://bankrupt.com/misc/caeb12-36737.pdf
         represented by: Thomas B. Sheridan, Esq.
                         ABS Law Group, PLC
                         E-mail: tsheridan@abslawgroup.com

In re Rita Sokolow
   Bankr. D. Maine Case No. 12-21145
      Chapter 11 Petition filed September 16, 2012

In re Georgia II, LLC
   Bankr. C.D. Calif. Case No. 12-41547
     Chapter 11 Petition filed September 17, 2012
         See http://bankrupt.com/misc/cacb12-41547.pdf
         represented by: Robert S. Altagen, Esq.
                         Law Offices of Robert S Altagen
                         E-mail: rsaink@earthlink.net

In re Luis Oliveira
   Bankr. E.D. Calif. Case No. 12-17910
      Chapter 11 Petition filed September 17, 2012

In re Anh Dinh
   Bankr. N.D. Calif. Case No. 12-56818
      Chapter 11 Petition filed September 17, 2012

In re Price Realty,LLC
   Bankr. D. Conn. Case No. 12-22261
     Chapter 11 Petition filed September 17, 2012
         See http://bankrupt.com/misc/ctb12-22261.pdf
         represented by: Peter L. Ressler, Esq.
                         Groob Ressler & Mulqueen
                         E-mail: ressmul@yahoo.com

In re Barry Lehman
   Bankr. S.D. Fla. Case No. 12-32139
      Chapter 11 Petition filed September 17, 2012

In re Ashby Electric Co., Inc.
   Bankr. W.D. Ky. Case No. 12-41131
     Chapter 11 Petition filed September 17, 2012
         See http://bankrupt.com/misc/kywb12-41131.pdf
         represented by: Russ Wilkey, Esq.
                         Wilkey & Wilson, P.S.C.
                         E-mail: dcwilkey@wilkeylaw.com

In re Wrights T.V. And Appliance, Inc.
   Bankr. D. Mass. Case No. 12-17544
     Chapter 11 Petition filed September 17, 2012
         See http://bankrupt.com/misc/mab12-17544.pdf
         represented by: Thomas Rugo, Esq.
                         E-mail: tomrugo@comcast.net

In re Steven Hahn
   Bankr. D. Nev. Case No. 12-20625
      Chapter 11 Petition filed September 17, 2012

In re Peter Lontai
   Bankr. D.N.J. Case No. 12-32734
      Chapter 11 Petition filed September 17, 2012

In re La Nueva Perlita Restaurant Corp.
   Bankr. E.D.N.Y. Case No. 12-46658
     Chapter 11 Petition filed September 17, 2012
         Filed pro se

In re Original Madrigale Meats, Inc.
   Bankr. E.D. Pa. Case No. 12-18761
     Chapter 11 Petition filed September 17, 2012
         See http://bankrupt.com/misc/paeb12-18761.pdf
         represented by: Michael P. Gigliotti, Esq.
                         Kashkashian & Associates
                         E-mail: mikegigs@gmail.com


In re Ronnie Jordan
   Bankr. S.D. Ala. Case No. 12-03232
      Chapter 11 Petition filed September 18, 2012

In re GBE of Tucson, LLC
   Bankr. D. Ariz. Case No. 12-20656
     Chapter 11 Petition filed September 18, 2012
         See http://bankrupt.com/misc/azb12-20656.pdf
         represented by: Benjamin Joseph Wright, Esq.
                         WRIGHT LAW OFFICES
                         E-mail: bwright@wloaz.com

In re Guillermo Perez-Vargas
   Bankr. D. Ariz. Case No. 12-20707
      Chapter 11 Petition filed September 18, 2012

In re John Dorris
   Bankr. D. Ariz. Case No. 12-20712
      Chapter 11 Petition filed September 18, 2012

In re David Bond
   Bankr. C.D. Calif. Case No. 12-31458
      Chapter 11 Petition filed September 18, 2012

In re William Koett
   Bankr. E.D. Calif. Case No. 12-36857
      Chapter 11 Petition filed September 18, 2012

In re Richard Dudgeon, Inc.
   Bankr. D. Conn. Case No. 12-51707
     Chapter 11 Petition filed September 18, 2012
         Filed as Pro Se

In re Animal Medical Diagnostic Center, P.A.
        fdba Animal Medical Referral Center, Inc.
             James Antunano Management Corporation
   Bankr. M.D. Fla. Case No. 12-bk-14201
     Chapter 11 Petition filed September 18, 2012
         See http://bankrupt.com/misc/flmb12-14201p.pdf
         See http://bankrupt.com/misc/flmb12-14201c.pdf
         represented by: Christopher C. Todd, Esq.
                         MCINTYRE, PANZARELLA, THANASIDES, ET AL
                         E-mail: chris@mcintyrefirm.com

In re Diana's Day, Inc.
   Bankr. S.D. Fla. Case No. 12-32287
     Chapter 11 Petition filed September 18, 2012
         See http://bankrupt.com/misc/flsb12-32287.pdf
         represented by: David C. Rubin, Esq.
                         DAVID C. RUBIN, P.A.
                         E-mail: david3051@aol.com

In re Anthony Mijares
   Bankr. S.D. Fla. Case No. 12-32302
      Chapter 11 Petition filed September 18, 2012

In re Jeffrey Wingate
   Bankr. C.D. Ill. Case No. 12-72077
      Chapter 11 Petition filed September 18, 2012

In re Tony Massenburg
   Bankr. D. Md. Case No. 12-27073
      Chapter 11 Petition filed September 18, 2012

In re G&D Investment Properties, LLC
   Bankr. E.D. Mich. Case No. 12-61081
     Chapter 11 Petition filed September 18, 2012
         See http://bankrupt.com/misc/mieb12-61081.pdf
         represented by: Michael I. Zousmer, Esq.
                         NATHAN, NEUMAN, NATHAN & ZOUSMER, P.C.
                         E-mail: mzousmer@nathanzousmer.com

In re K & K Supply Inc.
   Bankr. W.D. Mich. Case No. 12-08369
     Chapter 11 Petition filed September 18, 2012
         See http://bankrupt.com/misc/miwb12-08369.pdf
         represented by: Scott A. Chernich, Esq.
                         FOSTER, SWIFT, COLLINS & SMITH, P.C.
                         E-mail: Jphillips@fosterswift.com

In re James Seebach
   Bankr. D. Ariz. Case No. 12-20855
      Chapter 11 Petition filed September 19, 2012

In re Chris Kim
   Bankr. C.D. Calif. Case No. 12-41829
      Chapter 11 Petition filed September 19, 2012

In re Esperanza Acosta
   Bankr. C.D. Calif. Case No. 12-18351
      Chapter 11 Petition filed September 19, 2012

In re D & J Roofing, Inc.
   Bankr. E.D. Calif. Case No. 12-36875
     Chapter 11 Petition filed September 19, 2012
         See http://bankrupt.com/misc/caeb12-36875.pdf
         represented by: Julia P. Gibbs, Esq.
                         Law Offices of Julia P. Gibbs
                         E-mail: judy@gibbslegal.com

In re Zackery Wheeler
   Bankr. N.D. Calif. Case No. 12-47743
      Chapter 11 Petition filed September 19, 2012

In re P & T 22, Inc.
        dba Golden Greek Restaurant
   Bankr. D. Conn. Case No. 12-22284
     Chapter 11 Petition filed September 19, 2012
         See http://bankrupt.com/misc/ctb12-22284.pdf
         represented by: Sean F. Monahan, Esq.
                         Sean F. Monahan LLC
                         E-mail: sfm@lawyermonahan.com

In re American Motors Corporation
   Bankr. N.D. Ill. Case No. 12-37198
     Chapter 11 Petition filed September 19, 2012
         See http://bankrupt.com/misc/ilnb12-37198.pdf
         Filed pro se

In re Gilles Schwinn Cyclery Inc.
   Bankr. S.D. Ind. Case No. 12-71417
     Chapter 11 Petition filed September 19, 2012
         See http://bankrupt.com/misc/insb12-71417.pdf
         represented by: Maurice E. Doll, Esq.
                         Morrie Doll & Associates LLC
                         E-mail: morriedoll@hotmail.com

In re Scott Boman
   Bankr. D. Kans. Case No. 12-12620
      Chapter 11 Petition filed September 19, 2012

In re Terry's Electric Company, Inc.
   Bankr. D. Md. Case No. 12-27159
     Chapter 11 Petition filed September 19, 2012
         See http://bankrupt.com/misc/mdb12-27159.pdf
         represented by: Stephen A. Glessner, Esq.
                         Law Offices of Stephen A. Glessner
                         E-mail: glessnerlaw@comcast.net

In re Colin Keefe
   Bankr. D. Mass. Case No. 12-31422
      Chapter 11 Petition filed September 19, 2012

In re Louis Aldini
   Bankr. D. Nev. Case No. 12-20682
      Chapter 11 Petition filed September 19, 2012

In re 1018 Keyes Realty, LLC
   Bankr. N.D.N.Y. Case No. 12-12431
     Chapter 11 Petition filed September 19, 2012
         See http://bankrupt.com/misc/nynb12-12431p.pdf
         See http://bankrupt.com/misc/nynb12-12431c.pdf
         represented by: Jeffrey L. Zimring, Esq.
                         Law Office of Jeffrey L. Zimring
                         E-mail: jeff@zimringlaw.com

In re Thomas Tucker
   Bankr. E.D.N.C. Case No. 12-06715
      Chapter 11 Petition filed September 19, 2012

In re Forest Management Associates, Inc.
   Bankr. E.D. Pa. Case No. 12-18871
     Chapter 11 Petition filed September 19, 2012
         See http://bankrupt.com/misc/paeb12-18871.pdf
         represented by: John D. McLaughlin, Jr., Esq.
                         Ciardi Ciardi & Astin
                         E-mail: jmclaughlin@ciardilaw.com

In re Gladruth Realty, LLC
   Bankr. E.D. Pa. Case No. 12-18876
     Chapter 11 Petition filed September 19, 2012
         See http://bankrupt.com/misc/paeb12-18876.pdf
         represented by: Brian Joseph Smith, Esq.
                         Brian J. Smith & Associates PC
                         E-mail: bsmith@lawbjs.com

In re Kenneth Fleck
   Bankr. E.D. Pa. Case No. 12-18877
      Chapter 11 Petition filed September 19, 2012

In re Seeds, Inc.
   Bankr. E.D. Pa. Case No. 12-18860
     Chapter 11 Petition filed September 19, 2012
         See http://bankrupt.com/misc/paeb12-18860.pdf
         represented by: Timothy Zearfoss, Esq.
                         Law Offices of Timothy Zearfoss
                         E-mail: tzearfoss@aol.com

In re Sylvia Fleck
   Bankr. E.D. Pa. Case No. 12-18879
      Chapter 11 Petition filed September 19, 2012

In re York Construction, LLC
   Bankr. M.D. Pa. Case No. 12-05521
     Chapter 11 Petition filed September 19, 2012
         See http://bankrupt.com/misc/pamb12-05521.pdf
         represented by: Craig A. Diehl, Esq.
                         Law Offices of Craig A. Diehl
                         E-mail: cdiehl@cadiehllaw.com

In re Ralph Massenburg, III
   Bankr. D.S.C. Case No. 12-05836
      Chapter 11 Petition filed September 19, 2012

In re Jeff Cain
   Bankr. E.D. Va. Case No. 12-15664
      Chapter 11 Petition filed September 19, 2012

In re John Zehm
   Bankr. W.D. Wis. Case No. 12-15214
      Chapter 11 Petition filed September 19, 2012

In re McKenzie Cranberry, Inc.
   Bankr. W.D. Wis. Case No. 12-15217
     Chapter 11 Petition filed September 19, 2012
         See http://bankrupt.com/misc/wiwb12-15217.pdf
         represented by: Mart W. Swenson, Esq.
                         Laman & Swenson Law Offices
                         E-mail: marts@lamanswensonlaw.com
In re Blake Yoon
   Bankr. C.D. Calif. Case No. 12-41990
      Chapter 11 Petition filed September 20, 2012

In re La Bonita, Inc., a California corporation
   Bankr. E.D. Calif. Case No. 12-18004
     Chapter 11 Petition filed September 20, 2012
         See http://bankrupt.com/misc/caeb12-18004.pdf
         represented by: D. Max Gardner, Esq.
                         THE LAW OFFICES OF YOUNG WOOLDRIDGE, LLP
                         E-mail: dmgardner@youngwooldridge.com

In re Joseph Williams
   Bankr. N.D. Calif. Case No. 12-47762
      Chapter 11 Petition filed September 20, 2012

In re Joseph Pinsonneault
   Bankr. S.D. Calif. Case No. 12-12808
      Chapter 11 Petition filed September 20, 2012

In re Jaime Jurado
   Bankr. M.D. Fla. Case No. 12-14338
      Chapter 11 Petition filed September 20, 2012

In re Mayra Villar
   Bankr. S.D. Fla. Case No. 12-32394
      Chapter 11 Petition filed September 20, 2012

In re Redan Hairston Pediatrics and Adult Medicine, LLC
   Bankr. N.D. Ga. Case No. 12-73490
     Chapter 11 Petition filed September 20, 2012
         See http://bankrupt.com/misc/ganb12-73490.pdf
         represented by: Gregory D. Coleman, Esq.
                         BURROUGHS JOHNSON HOPEWELL COLEMAN, LLC
                         E-mail: gregorycoleman@bjhlawyers.com

In re Jordan Investment Properties, LP
   Bankr. N.D. Ga. Case No. 12-73519
     Chapter 11 Petition filed September 20, 2012
         See http://bankrupt.com/misc/ganb12-73519.pdf
         represented by: Michael D. Robl, Esq.
                         THE SPEARS & ROBL LAW FIRM, LLC
                         E-mail: mdrobl@tsrlaw.com

In re David Johnson
   Bankr. N.D. Ill. Case No. 12-37417
      Chapter 11 Petition filed September 20, 2012

In re Heath Pyles
   Bankr. D. Nev. Case No. 12-20773
      Chapter 11 Petition filed September 20, 2012

In re PAHRUMP 88, LLC
   Bankr. D. Nev. Case No. 12-20812
     Chapter 11 Petition filed September 20, 2012
         See http://bankrupt.com/misc/nvb12-20812.pdf
         represented by: Matthew Q. Callister, Esq.
                         CALLISTER & ASSOCIATES
                         E-mail: mqc@call-law.com

In re Charlie Allen, Inc.
   Bankr. D. N.J. Case No. 12-33026
     Chapter 11 Petition filed September 20, 2012
         See http://bankrupt.com/misc/njb12-33026.pdf
         represented by: Barry W. Frost, Esq.
                         TEICH GROH
                         E-mail: bfrost@teichgroh.com

In re Charlie Allen's Auto Body, Inc.
   Bankr. D. N.J. Case No. 12-33027
     Chapter 11 Petition filed September 20, 2012
         See http://bankrupt.com/misc/njb12-33027.pdf
         represented by: Barry W. Frost, Esq.
                         TEICH GROH
                         E-mail: bfrost@teichgroh.com

In re Charlie Allens Collision, LLC
   Bankr. D. N.J. Case No. 12-33028
      Chapter 11 Petition filed September 20, 2012

In re Springhill Construction Company Limited
   Bankr. E.D.N.Y. Case No. 12-46722
     Chapter 11 Petition filed September 20, 2012
         See http://bankrupt.com/misc/nyeb12-46722.pdf
         Filed as Pro Se

In re Goodness and Mercy, Inc.
        dba Northeast Christian Bookstore
   Bankr. E.D.N.Y. Case No. 12-75687
     Chapter 11 Petition filed September 20, 2012
         See http://bankrupt.com/misc/nyeb12-75687.pdf
         represented by: Ronald D. Weiss, Esq.
                         RONALD D. WEISS, P.C.
                         E-mail: weiss@ny-bankruptcy.com

In re Statham Enterprises, Inc.
   Bankr. E.D. Tenn. Case No. 12-33778
     Chapter 11 Petition filed September 20, 2012
         See http://bankrupt.com/misc/tneb12-33778p.pdf
         See http://bankrupt.com/misc/tneb12-33778c.pdf
         represented by: Keith L. Edmiston, Esq.
                         GRIBBLE CARPENTER & ASSOCIATES, PLLC
                         E-mail: kle@gribblecarpenter.com

In re Robert Hoff
   Bankr. M.D. Tenn. Case No. 12-08633
      Chapter 11 Petition filed September 20, 2012

In re Pinon & Associates Financial Corporation
   Bankr. W.D. Tex. Case No. 12-31794
     Chapter 11 Petition filed September 20, 2012
         See http://bankrupt.com/misc/txwb12-31794.pdf
         represented by: Sidney J. Diamond, Esq.
                         DIAMOND LAW
                         E-mail: usbc@sidneydiamond.com

In re Diane King
   Bankr. E.D. Va. Case No. 12-74030
      Chapter 11 Petition filed September 20, 2012

In re Wendt Land Trust u/t/d 09/20/12
   Bankr. C.D. Calif. Case No. 12-21110
     Chapter 11 Petition filed September 21, 2012
         See http://bankrupt.com/misc/cacb12-21110.pdf
         represented by: Timothy P. Peabody, Esq.
                         Law Office of Timothy P Peabody
                         E-mail: peabodylaw@aol.com

In re Silicon Valley Innovation Company, LLC
        aka SVIC
          aka Silicon Valley Innovation Capital, LLC
            aka Silicon Valley Internet Capital, LLC
              fka Silicon Valley Internet Capital, Inc.
   Bankr. D. Del. Case No. 12-12652
     Chapter 11 Petition filed September 21, 2012
         See http://bankrupt.com/misc/deb12-12652.pdf
         represented by: Stephen Benda, Esq.
                         Law Offices of Stephen Benda
                         E-mail: stephen@bendalaw.com

In re John Jocelyn
   Bankr. M.D. Fla. Case No. 12-06197
      Chapter 11 Petition filed September 21, 2012

In re Orlando Duque
   Bankr. S.D. Fla. Case No. 12-32596
      Chapter 11 Petition filed September 21, 2012

In re Sonia Castellon
   Bankr. S.D. Fla. Case No. 12-32622
      Chapter 11 Petition filed September 21, 2012

In re James Von Kreuter
   Bankr. N.D. Ill. Case No. 12-37499
      Chapter 11 Petition filed September 21, 2012

In re Daniel Johnson
   Bankr. N.D. Ill. Case No. 12-83578
      Chapter 11 Petition filed September 21, 2012

In re KRH, Inc.
   Bankr. D. Minn. Case No. 12-35406
     Chapter 11 Petition filed September 21, 2012
         See http://bankrupt.com/misc/mnb12-35406.pdf
         represented by: Joseph W. Dicker, Esq.
                         Joseph W. Dicker PA
                         E-mail: joe@joedickerlaw.com

In re Ronald Hofmann and Katherine Hofmann
   Bankr. D. Minn. Case No. 12-35407
     Chapter 11 Petition filed September 21, 2012
         See http://bankrupt.com/misc/mnb12-35407.pdf
         Represented by William A. Vincent, Esq.
                        William A. Vincent, PA
                        E-mail: wavpatax@aol.com

In re Alfredo Zaragoza-Patricio
   Bankr. D. Nev. Case No. 12-20818
      Chapter 11 Petition filed September 21, 2012

In re 221 Middle Road Management, LLC
   Bankr. D.N.J. Case No. 12-33189
     Chapter 11 Petition filed September 21, 2012
         See http://bankrupt.com/misc/njb12-33189.pdf
         represented by: David M. Meth, Esq.
                         Office of David M. Meth, Esq.
                         E-mail: david@methnjlaw.com

In re Earl Prickett
   Bankr. D.N.J. Case No. 12-33164
      Chapter 11 Petition filed September 21, 2012

In re 624 East 222nd Street, LLC
   Bankr. S.D.N.Y. Case No. 12-13992
     Chapter 11 Petition filed September 21, 2012
         See http://bankrupt.com/misc/nysb12-13992.pdf
         represented by: Neil R. Flaum, Esq.
                         Flaum & Associates, P.C.
                         E-mail: flaumandassociatespc@gmail.com

In re Analytical Industrial Research Laboratories, Inc.
   Bankr. E.D. Tenn. Case No. 12-14884
     Chapter 11 Petition filed September 21, 2012
         See http://bankrupt.com/misc/tneb12-14884p.pdf
         See http://bankrupt.com/misc/tneb12-14884c.pdf
         represented by: W. Lloyd Stanley, Jr., Esq.
                         Law Offices of Lloyd Stanley
                         E-mail: sradauscher@lstanleylaw.com

In re Cary Schulman
   Bankr. E.D. Tex. Case No. 12-42580
      Chapter 11 Petition filed September 21, 2012

In re Tennessee Classic Coal Co., Inc.
   Bankr. E.D. Tenn. Case No. 12-14881
     Chapter 11 Petition filed September 21, 2012
         See http://bankrupt.com/misc/tneb12-14881.pdf
         represented by: W. Thomas Bible, Esq.
                         Law Office of W. Thomas Bible, Jr.
                         E-mail: melinda@tombiblelaw.com

In re The Lead Business Connection, Inc.
   Bankr. E.D. Tex. Case No. 12-42585
     Chapter 11 Petition filed September 21, 2012
         See http://bankrupt.com/misc/txeb12-42585.pdf
         represented by: Donald L. Johnston, Esq.
                         Law Office of Donald Johnston
                         E-mail: djohnston50@verizon.net

In re Carlos Jorge
   Bankr. D. Ariz. Case No. 12-21047
     Chapter 11 Petition filed September 22, 2012

In re Avala Properties, LLC
   Bankr. S.D. Fla. Case No. 12-32655
     Chapter 11 Petition filed September 23, 2012
         See http://bankrupt.com/misc/flsb12-32655.pdf
         represented by: Daniel G. Gass, Esq.
                         Daniel G. Gass, P.A.
                         E-mail: dannycpalaw@bellsouth.net

In re Loren Zidell
   Bankr. C.D. Calif. Case No. 12-42503
      Chapter 11 Petition filed September 25, 2012

In re Wahab Al-Bermany
   Bankr. C.D. Calif. Case No. 12-21244
      Chapter 11 Petition filed September 25, 2012

In re G & J, Inc.
   Bankr. M.D. Fla. Case No. 12-14540
     Chapter 11 Petition filed September 25, 2012
         See http://bankrupt.com/misc/flmb12-14540.pdf
         represented by: Curran K. Porto, Esq.
                         Curran K. Porto, PA
                         E-mail: curran@portolegalcenter.com

In re Michael Rivers
   Bankr. M.D. Fla. Case No. 12-13065
      Chapter 11 Petition filed September 25, 2012

In re Flaure Dubois
   Bankr. S.D. Fla. Case No. 12-32885
      Chapter 11 Petition filed September 25, 2012

In re Liberty Properties of Newburgh, L.C.
   Bankr. S.D. Fla. Case No. 12-32882
     Chapter 11 Petition filed September 25, 2012
         See http://bankrupt.com/misc/flsb12-32882.pdf
         represented by: Steven S. Newburgh, Esq.
                         McLaughlin & Stern, LLP
                         E-mail: ssn@newburghlaw.net

In re Charles Shafer
   Bankr. S.D. Miss. Case No. 12-51985
      Chapter 11 Petition filed September 25, 2012

In re MSPUR, Inc.
   Bankr. E.D. Mo. Case No. 12-49326
     Chapter 11 Petition filed September 25, 2012
         See http://bankrupt.com/misc/moeb12-49326.pdf
         represented by: Elbert A. Walton, Jr., Esq.
                         Metro Law Firm, LLC
                         E-mail:
metrolawfirm@elbertwaltonlaw.com

In re 33 Orange Street, LLC
   Bankr. D.N.H. Case No. 12-12959
     Chapter 11 Petition filed September 25, 2012
         See http://bankrupt.com/misc/nhb12-12959.pdf
         represented by: Robert L. O'Brien, Esq.
                         O'Brien Law
                         E-mail: roboecf@gmail.com

In re 255 Long Beach Corp.
   Bankr. E.D.N.Y. Case No. 12-75802
     Chapter 11 Petition filed September 25, 2012
         See http://bankrupt.com/misc/nyeb12-75802.pdf
         Filed pro se

In re Robert Driscoll
   Bankr. E.D.N.C. Case No. 12-06839
      Chapter 11 Petition filed September 25, 2012

In re Elijah Smith III
   Bankr. W.D. Tenn. Case No. 12-30245
      Chapter 11 Petition filed September 25, 2012



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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.


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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
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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