TCR_Public/121005.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 5, 2012, Vol. 16, No. 277

                            Headlines

742 TERRACE: Chapter 11 Trustee Puts Assets on Auction Block
75TH WAY: Case Summary & 7 Unsecured Creditors
201 JERUSALEM: Voluntary Chapter 11 Case Summary
5452 WEST: Case Summary & 6 Unsecured Creditors
ABDIANA A LLC: Seeks to Use Cash Collateral

ABDIANA A LLC: Files List of Largest Unsecured Creditors
ACCREDITED MEMBERS: Chairman Quits Due to Policy Disagreement
AFA FOODS: Creditor, Others Object to Global Settlement
ALLIED SYSTEMS: Committee Opposes Key Employee Retention Plan
ALTA MESA: Moody's Assigns B3 Rating to $150MM Sr. Unsec. Notes

AMERICAN AIRLINES: Pilots Ready to Restart Contract Talks
AMERICAN HOUSING: Rice Trust's Claim Recharacterized as Equity
ARCHDIOCESE OF MILWAUKEE: Mediation Deadline Stretched to Oct. 12
ASPEN GROUP: Raises $2.7 Million from Units Sale
ASPEN GROUP: Files Form S-1, Registers 20.2MM Common Shares

ASSURAMED HOLDING: S&P Cuts CCR to 'B' on Higher Leverage
ASTANA FINANCE: Seeks Protection From U.S. Creditors
B&G FOODS: Moody's Raises Corp. Family Rating to 'Ba3'
B+H OCEAN: Files Chapter 11 Plan of Reorganization
BAKERS FOOTWEAR: Slump in Sales Blamed for Bankruptcy

BAKERS FOOTWEAR: Case Summary & 20 Largest Unsecured Creditors
BEAR STEARNS: NY Attorney General Sues JPMorgan Over RMBS Fraud
BEAR STEARNS: Community College Sues JPM Over Bond Purchase Deal
BEAR STEARNS: JPMorgan Loses Bid to Move Thornburg's $2-Bil. Suit
BERRY PLASTICS: Files Amendment No. 6 to Form S-1

BIG SANDY: Has $1 Million DIP Loan From Strategic Growth
BIOZONE PHARMACEUTICALS: Restates 1st Quarter Financials
BLAST ENERGY: Inks Cooperation Agreement with Guofa Zhonghai
BLUEJAY PROPERTIES: Quinton Point Files in Kansas City
BROADWAY FINANCIAL: Virgil Roberts Elected as Chairman

BROADVIEW NETWORKS: Court Approves Plan of Reorganization
BTA BANK: Inks $11.2 Billion Debt Restructuring Deal
BWAY PARENT: Moody's Reviews 'B2' CFR/PDR for Downgrade
CALIFORNIA: Cumberland CIO Calls Bankruptcies 'Spreading Disease'
CANNERY CASINO: S&P Raises Corp. Credit Rating to 'B'

CAPITOL BANCORP: Signs Agreement for Sale to VS CB
CCS MEDICAL: Moody's Affirms 'B3' CFR/PDR; Outlook Stable
CLINTON CARDS: American Greetings Buys Stores, Brand
CONTINENTAL AIRLINES: S&P Retains 'B' Corporate Credit Rating
COSSMO CRANE: Voluntary Chapter 11 Case Summary

CONSTRUCTION SUPERVISION: Court Rejects Plan Outline
CONSTRUCTION SUPERVISION: Monson Oil Meted With $500 Sanction
CROWN CASTLE: Fitch Rates $1.65BB Unsecured Debt Offering 'BB-'
CROWN CASTLE: Moody's Rates $1.65-Bil. Sr. Unsecured Notes 'B1'
CROWN CASTLE: S&P Rates New $1.65-Bil. Sr. Unsecured Notes 'B-'

DALLAS ROADSTER: Wants to Hire CL McDade as Real Estate Appraiser
DALLAS ROADSTER: Wants to Retain Terrence Leung as Accountant
DYNEGY HOLDINGS: Suspending Filing of Reports with SEC
EMMIS COMMUNICATIONS: Sells Magazines to DRG for $8.7 Million
EMPIRE RESORTS: Has Option to Lease EPT Property Until Jan. 4

EPICEPT CORP: Amends Terms of Convertible Preferred Stock
EXPRESS LLC: Moody's Says Lower 3rd Qtr. Guidance Credit Negative
FIRST DATA: Obtains $750MM New Loan; Sells $850MM Senior Notes
FIRST UNION: Case Summary & 20 Largest Unsecured Creditors
FOUR OAKS: Two N.C. Branches to be Acquired by First Bank

GARDA WORLD: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
GLEBE INC: Emerges From Chapter 11 Bankruptcy Protection
GEORGIA FORECLOSURE: Case Summary & 20 Largest Unsecured Creditors
GHC NY CORP: Chapter 11 Case Conference Set for Nov. 9
GHC NY CORP: Sec. 341 Creditors' Meeting Set for Oct. 25

GHC NY CORP: Hiring Robinson Brog as Chapter 11 Counsel
GREATER BETHEL: Case Summary & 13 Unsecured Creditors
HOVNANIAN ENTERPRISES: Completes $797 Million Sr. Notes Offering
IMEDICOR INC: Delays Form 10-K for Fiscal 2012
IMPLANT SCIENCES: Incurs $4.4-Mil. Net Loss in Fiscal 4th Quarter

iSTAR FINANCIAL: S&P Affirms 'BB-' Issuer Credit Rating
KLUKWAN INC: Bankruptcy Judge Grants Deadline Extension
KOREA TECHNOLOGY: Borrowing Under Startup Loan Hiked to $6.5-Mil.
KOREA TECHNOLOGY: Allowed Claims to Recover 100% From R&W Sale
KT WORLDWIDE: Voluntary Chapter 11 Case Summary

L. FITZGERALD: Voluntary Chapter 11 Case Summary
LIFECARE HOLDINGS: Moody's Assigns LD to 'Ca' PDR; Outlook Neg.
LOCATION BASED TECH: Has Agreement to Sell $880,000 of Devices
LYN FAMILY III: Files for Chapter 11 Bankruptcy Protection
LYN FAMILY III: Case Summary & 3 Unsecured Creditors

LUMBER PRODUCTS: Chapter 11 Trustee Files Liquidation Plan
LUMBER PRODUCTS: Trustee Wants to Hire Capacity Commercial Group
LUMBER PRODUCTS: Trustee Taps Maestas as Real Estate Broker
LUMBER PRODUCTS: Trustee Can Hire Macadam as Real Estate Broker
LUMBER PRODUCTS: Trustee Engages Campbell as Real Estate Broker

MARTIN MIDSTREAM: S&P Affirms 'B+' Corporate Credit Rating
METROPCS COMMUNICATIONS: S&P Puts 'B+' CCR on Watch Positive
METROPCS WIRELESS: Moody's Reviews 'B1' CFR for Upgrade
MF GLOBAL: SIPA Trustee Wins Motion on Claims Assignment
MICHAELS STORES: Issues Additional $200 Million Senior Notes

MOHEGAN TRIBAL: To Cut Conn. Manpower by 328; Pres., CEO Quits
MOORE FREIGHT: Files for Chapter 11 in Nashville
MYRTLE BEACH: Merrick Sues Chartis Over Myrtle Bankruptcy Losses
NEW ENGLAND BUILDING: Wants Access to Cash Collateral 'til Nov. 10
NEW ENGLAND: Nov. 5 Plan Confirmation Hearing Scheduled

NEW ENGLAND BUILDING: Objects to Committee's Revised Disclosures
NORTHCORE TECHNOLOGIES: Obtains C$500,000 Loan from Pacific NA
NORTHCORE TECHNOLOGIES: Launches the Shops of Kuklamoo
NORTHWEST PARTNERS: Hearing on Turnover Motion Continued to Dec. 5
PARADISE VALLEY: Files for Chapter 11 in Butte

PATRIOT COAL: Glancy Binkow Announces Class Action Lawsuit
PEMCO WORLD: Files Plan to Repay Creditors After Sun Capital Sale
PEREGRINE PHARMACEUTICALS: Harwood Feffer Probes Potential Claims
PETAQUILLA MINERALS: Moody's Assigns 'Caa1' Corp. Family Rating
PINNACLE AIRLINES: Has Approval to Reject Colgan Airport Leases

PRO MACH: S&P Says 'B+' Rating on $295MM Debt Facility Unchanged
PROGRESSIVE WASTE: S&P Retains 'BB+' Corporate Credit Rating
QUEBECOR MEDIA: Moody's Rates $1-Bil. Sr. Unsecured Notes 'B2'
QUEBECOR MEDIA: S&P Affirms 'BB' CCR on Share Repurchase
R & R ONE STOP: Case Summary & 20 Largest Unsecured Creditors

RADIOSHACK CORP: Obtains New $100 Million Term Loan Facility
RAMNISH PROPERTIES: Voluntary Chapter 11 Case Summary
REAL RESTAURANT: Case Summary & 10 Unsecured Creditors
REGIONS FINANCIAL: Moody's Reviews Ba3 Debt Rating for Upgrade
RITE AID: Files Form 10-Q, Incurs $38.7MM Loss in Sept. 1 Qtr.

ROOFING SUPPLY: S&P Gives 'B' Rating on $315-Mil. Bank Term Loan B
RUDEN MCCLOSKY: Client Wins $4.6-Mil. Verdict in Malpractice Case
RYLAND GROUP: Amends Severance, Stock Option Pacts with Execs.
SCC SCHERTZ: Voluntary Chapter 11 Case Summary
SEALY CORP: FPR Partners Discloses 6.1% Equity Stake

SECUREALERT INC: Sapinda Asia Discloses 14.3% Equity Stake
SHELF DRILLING: Moody's Rates $475MM Senior Secured Notes 'B1'
SOUTHERN AIR: Lenders Require Plan Confirmation in 4 Months
SOUTHERN AIR: Wells Fargo Seeks to Repossess Aircraft
SOUTHERN GRAPHICS: Moody's Rates $35MM Delayed Draw Term Loan B1

ST. JOSEPH HEALTH: Fitch Affirms Junk Rating on $17MM Series Bonds
SWIFT ENERGY: Moody's Rates $150-Mil. Sr. Unsecured Notes 'B3'
THINKFILM LLC: Aramid to Dodge Claims in Loan Suit
TURNKEY E&P CORP: Court Approves, Cuts Looper Reed's Fees
UNITED CONTINENTAL: Moody's Affirms 'B2' CFR/PDR; Outlook Stable

UNIVERSITY GENERAL: Obtains $19-Mil. Line of Credit from Midcap
UNIVERSITY GENERAL: To Amend 2010 Form 10-K for Accounting Errors
VANGUARD NATURAL: S&P Retains 'B' Corporate Credit Rating
VANTAGE DRILLING: S&P Affirms 'B-' Corporate Credit Rating
VIEWPOINT INN: Assets on the Auction Block

VITRO SAB: Appeals Court to Enforce Bankruptcy Plan
WALNUT CREEK: Voluntary Chapter 11 Case Summary
WYNDHAM WORLDWIDE: Moody's Rates Preferred Debt Shelf '(P)Ba2'
XVITA LLC: Case Summary & 20 Largest Unsecured Creditors
ZIONS BANCORP: Moody's Reviews 'B1' Sub. Debt Rating for Upgrade

* Moody's Says Cash Flow Efficiencies Up in Second Quarter 2012
* Gary Allan Fills Vacant Anchorage Seat on Bankruptcy Bench
* U.S. Business Bankruptcies Fall 22% So Far in 2012

* BOOK REVIEW: Performance Evaluation of Hedge Funds

                            *********

742 TERRACE: Chapter 11 Trustee Puts Assets on Auction Block
------------------------------------------------------------
RestaurantNewsRelease.com reports the assets of a restaurant,
formerly operated as Terrazza Toscana are on the auction block.

The report notes Marianne T. O'Toole, the Chapter 11 Trustee of
the estate of 742 Terrace Corp. et al., is selling the estate's
interest in a long-term lease for the premises located at 742
Ninth Avenue, New York, NY 10019, along with all leasehold
improvements and tangible personal property at the premises.

The report says the auction sale is scheduled for Oct. 22, 2012 at
12:00 p.m. and will be conducted at 742 Ninth Avenue.  Parties
interested in obtaining further information on the restaurant are
encouraged to contact the retained auctioneer, David R. Maltz &
Co. Inc., at (516) 349-7022.

Based in New York, 742 Terrace Corp. filed for Chapter 11
bankruptcy protection on March 21, 2012 (Bankr. S.D. N.Y. Case No.
12-11134).  Douglas J. Pick, Esq., at Pick & Zabicki LLP,
represents the Debtor.  The Debtor estimated assets of between
$500,000, and $1 million, and debts of between $1 million and
$10 million.


75TH WAY: Case Summary & 7 Unsecured Creditors
----------------------------------------------
Debtor: 75th Way, LLC
        7065 Montrico Drive
        Boca Raton, FL 33433

Bankruptcy Case No.: 12-33618

Chapter 11 Petition Date: October 1, 2012

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

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Aaron A. Wernick, Esq.
                  FURR & COHEN
                  2255 Glades Road, #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: awernick@furrcohen.com

Scheduled Assets: $1,020,115

Scheduled Liabilities: $2,429,317

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flsb12-33618.pdf

The petition was signed by Joshua Shon, managing member.


201 JERUSALEM: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 201 Jerusalem Ave, Massapequa LLC
        210 Jerusalem Avenue
        Massapequa, NY 11758

Bankruptcy Case No.: 12-75947

Chapter 11 Petition Date: October 1, 2012

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

Judge: Robert E. Grossman

Debtor's Counsel: Fredrick P. Stern, Esq.
                  FREDRICK P STERN & ASSOCIATES PC
                  2163 Sunrise Highway
                  Islip, NY 11751
                  Tel: (631) 650-9260
                  Fax: (631) 650-9259
                  E-mail: FredPStern@netscape.net

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

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

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

The petition was signed by John DeJohn, managing member.


5452 WEST: Case Summary & 6 Unsecured Creditors
-----------------------------------------------
Debtor: 5452 West Davis, Ltd.
        5452 West Davis Street
        Conroe, TX 77304

Bankruptcy Case No.: 12-37317

Chapter 11 Petition Date: October 1, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

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

Scheduled Assets: $3,308,000

Scheduled Liabilities: $3,309,724

A copy of the Company's list of its six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txsb12-37317.pdf

The petition was signed by Warren Gallant, president of GP.


ABDIANA A LLC: Seeks to Use Cash Collateral
-------------------------------------------
Abdiana A, LLC, seeks Bankruptcy Court permission to use rents,
profits and income from its real properties pursuant to 11 U.S.C.
Sec. 363, in the interim period prior to the filing of a proposed
Plan of Reorganization.

The operational expenses of the properties are payable by the
rental income arising from existing tenants.

The Debtor said it cannot continue operations without the
immediate use of the rental income for operating expenses.
Failure to timely pay the Debtor's post-petition operating
expenses will likely cause a shutdown of the Debtor's business
operations, creating severe hardship on all parties doing business
with the Debtor and irreparable injury to the Debtor, its
creditors (including Arvest Bank to the extent that it retains a
valid claim), the tenants and the bankruptcy estate.

Arvest Bank claims an interest in the Rents.

The Debtor said its Properties are insured, and there is no
evidence the value of the real property or the rental stream is
declining.

A hearing on the Debtor's request was set for Oct. 4 at 1:30 p.m.

Abdiana A, LLC, filed for Chapter 11 bankruptcy (Bankr. W.D. Mo.
Case No. 12-44005) on Sept. 25, 2012, estimating at least
$10 million in assets and debts.  Abdiana A's business consists of
ownership and operation of various real properties in Kansas City,
Missouri.  The Debtor is represented by Donald G. Scott, Esq., at
McDowell, Rice, Smith & Buchanan, P.C., as counsel.  Bankruptcy
Judge Arthur B. Federman oversees the case.


ABDIANA A LLC: Files List of Largest Unsecured Creditors
--------------------------------------------------------
Abdiana A, LLC, filed with the Bankruptcy Court a List of
Creditors Holding the 20 Largest Unsecured Claims, disclosing:

   Name of Creditor             Nature of Claim      Total Amount
   ----------------             ---------------      ------------
Firemen's Fund                  insurance on all       $20,000.00
Schifman Remley and             properties owned
Associates                      by Debtor
5201 Johnson Drive
Mission, KS 66205

American Family Insurance                              $16,164.44
Group
4802 Mitchell Ave.
Saint Joseph, MO
64507-2500

Bodyguard Alarm                 alarm and security      $1,400.00

City of Kansas City MO Fire     2001 Grand Fire Line    $1,088.74

City of KC Missouri Water       storm water service     $1,314.83
                                address 1728 Holmes

                                storm water service       $860.70
                                address 618 E 18th
                                St STrm

                                service address           $474.44
                                7110A Wornall Road

                                storm water               $425.74
                                service address
                                7130 Wornall Road

                                storm water               $398.17
                                service address
                                1917 McGee Storm

                                storm water             $1,417.27
                                service address
                                318 E 10th St

                                storm water             $3,609.79
                                service address
                                618 E 18th St

                                storm water             $2,100.18
                                service address
                                7100 Wornall Storm

Jane Nelson                                             $2,250.00

Kansas City Power &             service address         $2,067.09
Light Co                        2001 Grand Fl 7 Un 6

                                service address         $1,821.42
                                2001A Grand Fl 8 Un 8

                                service address         $1,543.35
                                2001 Grand Un 2

                                Security Deposit          $662.67
                                with Kansas City         ($100.00
                                Power & Light,            secured)
                                Acct. #
                                3088-89-7680,
                                service address
                                2001 Grand,
                                Kansas City, MO

                                service address           $497.31
                                2001A Grand

                                service address         $1,375.35
                                7140 Wornall Road

                                service address           $701.15
                                409 W Gregory

On Sept. 26, the Bankruptcy Court entered an "Order to Show Cause
in writing, why the order for relief should not be set aside,
these bankruptcy proceedings dismissed and, if applicable, the
discharge be denied or revoked for failure to UPLOAD A CREDITOR
MATRIX in text format under Creditor Maintenance."  The order is
deemed vacated upon timely compliance with its provisions.


ACCREDITED MEMBERS: Chairman Quits Due to Policy Disagreement
-------------------------------------------------------------
JW Roth submitted his resignation as a director and Chairman of
Hangover Joe's Holding Corporation, formerly known as Accredited
Members Holding Corporation on Sept. 27, 2012.  The Company
believes Mr. Roth tendered his resignation because management has
placed different priorities for payables made by the Company and
Mr. Roth did not agree with those priorities.  Further, Mr. Roth
was in favor of hiring a candidate as Chief Executive Officer that
the remaining Board members did not support.

                      About Accredited Members

Colorado Springs, Colo.-based Accredited Members Holding
Corporation currently provides various services and products both
directly and through its subsidiary corporations Accredited
Members, Inc. ("AMI"), and AMHC Managed Services ("AMMS"), which
provides management services to third parties including services
typically provided by executive level personnel on a fix-contract
basis.  Through August 2011, the Company provided services through
its subsidiary World Wide Premium Packers, Inc. ("WWPP").

As reported in the TCR on April 9, 2012, GHP Horwath, P.C., in
Denver, Colorado, expressed substantial doubt about Accredited
Members' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company reported a net loss of
approximately $3,461,000 and used net cash in operating activities
of approximately $2,125,000 in 2011, and has an accumulated
deficit of approximately $7,570,000 at Dec. 31, 2011.

The Company's balance sheet at June 30, 2012, showed $1.62 million
in total assets, $1.90 million in total liabilities and a $275,527
total deficit.


AFA FOODS: Creditor, Others Object to Global Settlement
-------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that AFA Foods Inc., the
meat processor driven into bankruptcy by consumer backlash over
"pink slime" beef filler, received negative feedback Tuesday in
the form of two objections to its global settlement to divvy up
the $70 million brought in from auctioning off its assets.

Filed in Delaware bankruptcy court Sept. 18, the settlement
claimed to resolve disputes among second-lien lenders, but one of
them -- American Capital Ltd. -- took issue, calling the proposal
a classic "sub rosa" plan, Bankruptcy Law360 relates.

                          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.


ALLIED SYSTEMS: Committee Opposes Key Employee Retention Plan
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Allied Systems
Holdings, Inc., and its affiliates, has submitted a limited
objection to the Debtors' motion to implement a Key Employee
Retention Plan.

William A. Hazeltine, Esq., at Sullivan Hazeltine Allison LLC,
tells the Court that while the Committee is not opposed to the
Debtors seeking to induce the retention of employees critical to
the Debtors' operation, the Debtors have failed to meet their
evidentiary burden of proof because, among other things, the KERP
Motion is unsupported by any evidence that (i) there will be a
"mass exodus of key employees" if the proposed KERP is not
approved, (ii) the Debtors' KERP "comports with industry
standards," (iii) the Debtors' KERP does not unfairly
discriminate, and (iv) it is fair and reasonable.  While the
Debtors make numerous blanket statements that a KERP is necessary
and justified in these cases, they have failed to provide
sufficient evidence to warrant relief under Section 503(c) of the
Bankruptcy Code.

Mr. Hazeltine relates that as a result of information that the
Debtors provided to the Committee after the KERP Motion was filed,
the Committee is satisfied that employees covered by the Debtors'
KERP are not insiders.  However, even though it appears that the
covered employees are non-insiders, the Debtors have neglected to
present sufficient proof to back up any of their conclusory
statements that the Debtors' KERP satisfies Section 503(c)(3) of
the Bankruptcy Code.  The Debtors have failed to demonstrate that
the covered employees as a whole are critical to the Debtors'
operations and that there is a risk that any purportedly key
employees will leave the Debtors if the Debtors' KERP is not
approved.  It should be noted that the Committee is not stating or
signaling that it opposes KERP programs for rank and file
employees; rather, the Committee is simply not satisfied that the
Debtors' KERP was properly formulated, does not discriminate or
that it is even necessary at this point in time.

Mr. Hazeltine contends the Debtors have failed to meet their
burden, and accordingly, the KERP Motion must be denied.

As reported in the Troubled Company Reporter on Sept. 26, 2012,
the Retention Plan is intended to cover 79 key non-insider
employees that work for various of the Debtor entities in both the
U.S. and Canada.  Participants in the Retention Plan will receive
a lump sum bonus payment equivalent to 15% of such participant's
Annual Base Salary to the extent that each participant remains in
the Debtors' employ (a) through and including the Effective Date
of a Chapter 11 Plan, or (b) the participant incurs a Qualifying
Termination of Employment prior to that time.  A Qualifying
Termination of Employment includes by reason of the death or
Disability of the participant, by reason of a Partial Sale of the
Debtors' business or a termination of the participant's employment
without cause.  The Debtors estimate that the aggregate potential
payout under the Retention Plan is $799,523.95.

A copy of the Key Employee Retention Plan is available for
free at http://bankrupt.com/misc/ALLIEDSYSTEMS_kerp.pdf

                        About Allied Systems

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

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

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

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

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

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

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

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


ALTA MESA: Moody's Assigns B3 Rating to $150MM Sr. Unsec. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Alta Mesa
Holdings, LP's proposed $150 million of senior unsecured notes.
Alta Mesa's other ratings were unchanged. The outlook is stable.

Net proceeds from the note offering will be used to reduce
borrowings under the partnership's existing revolving credit
facility.

Ratings Rationale

Alta Mesa's $350 million borrowing base credit facility is secured
by substantially all of the partnership's oil and gas properties.
The senior notes are unsecured and have a subordinated claim to
the partnership's assets behind the credit facility lenders.
Consequently, the notes are rated B3, one notch below the B2 CFR,
under Moody's Loss Given Default Methodology.

Alta Mesa will have additional availability under the revolving
credit facility following the note issue and should be able to
more adequately cover its capital expenditures and working capital
requirements through 2013, which is captured in the SGL-3 rating.
At June 30, 2012, the company had approximately $9 million of cash
and $278 million of availability on its $350 million borrowing
base revolving credit facility (proforma for the note issue). The
facility expires on May 23, 2016. There is ample headroom under
the covenants and Moody's expects full compliance through 2013.

The stable outlook reflects the repeatability of Alta Mesa's asset
base, its substantially hedged future sales, and Moody's
expectation that the near-term growth in oil and NGL production
will be funded principally with operating cash flow.

An upgrade would be considered if Alta Mesa can raise production
above 20,000 boe/d through drilling success, lower debt to average
daily production below $25,000 boe and achieve a leveraged full-
cycle ratio approaching 1.5x.

Alta Mesa's ratings could be downgraded if it assumes significant
amount of debt to fund growth, acquisitions or distributions
resulting in a debt to average daily production above $35,000 per
boe.

The principal methodologies used in rating Alta Mesa were the
Independent Exploration and Production Industry methodology
published in December 2011, and the Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA, published in June 2009.

Alta Mesa Holdings, headquartered in Houston, Texas, is an
independent E&P company with primary producing properties located
South Louisiana, East Texas, Oklahoma, and the Eagle Ford Shale in
South Texas.


AMERICAN AIRLINES: Pilots Ready to Restart Contract Talks
---------------------------------------------------------
Doug Cameron at Dow Jones' Daily Bankruptcy Review reports that
the parent of American Airlines and its pilots union said they
planned to resume contract talks this week as the carrier reels
from a series of operational problems that threatened to derail
its recovery plan.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN HOUSING: Rice Trust's Claim Recharacterized as Equity
--------------------------------------------------------------
The Bankruptcy Court recharacterized $3,677,718 in "constructive
trust and fraud claims" filed by The 2001 Scott D. Rice Trust
against American Housing Foundation as an equity interest in the
Debtor.  The Court also ruled that the $3.29 million in amounts
received by Scott Rice or the Rice Trust from AHF constitute
fraudulent transfers subject to clawback by the trustee overseeing
the liquidation of AHF.  A copy of Bankruptcy Judge Robert L.
Jones' Sept. 30, 2012 Memorandum Opinion available at
http://is.gd/dwEI9zfrom Leagle.com.

The lawsuit is, WALTER O'CHESKEY, Liquidating Trustee of the AHF
Liquidating Trust, Plaintiff, v. HOUSING FOR TEXANS CHARITABLE
TRUST, D/B/A HOUSING FOR TEXANS FOUNDATION, SCOTT D. RICE,
INDIVIDUALLY, AND SCOTT D. RICE AND CONNOR RICE, AS CO-TRUSTEES OF
THE 2001 SCOTT D. RICE TRUST, AND AHF DEVELOPMENT, LTD.,
Defendants, Adv. Proc. No. 11-02006-RLJ (Bankr. N.D. Tex.).

Founded as a Texas 501(c)(3) non-profit corporation in 1989,
American Housing Foundation owned and operated more than 12,500
residential units, making AHF one of the nation's largest entities
primarily dedicated to the workforce housing market.  Residents in
AHF properties benefit from significantly below market rental
rates.

Nine alleged creditors of American Housing Foundation filed an
involuntary Chapter 11 petition against AHF (Bankr. N.D. Tex. Case
No. 09-20232) on April 21, 2009.  The petitioning creditors were
represented by David R. Langston, Esq., at Mullin, Hoard & Brown,
in Lubbock, Texas.  Robert L. Templeton, who asserted a $5.1
million claim on account of an investment, had the largest claim
among the petitioners.  AHF filed a voluntary Chapter 11 petition
(Case No. 09-20373) on June 11, 2009.

AHF opposed the involuntary.  On June 11, 2009, AHF filed a
voluntary petition  (Bankr. N.D. Tex. Case No. 09-20373) to avoid
potential issues associated with a non-profit entity consenting to
relief in the involuntary action.  Judge Robert L. Jones handled
the case.  Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto, LLP,
represented AHF in its restructuring efforts.  At the time of the
filing, AHF estimated it had assets and debts of $100 million to
$500 million.  Walter O'Cheskey was later appointed as Chapter 11
trustee.  Focus Management Group served as advisor to the trustee.

AHF Development, Ltd., also filed for Chapter 11 bankruptcy
(Bankr. N.D. Tex. Case No. 09-20703) in 2009.  At the time of its
bankruptcy filing, Development had no ongoing business operations.
Several years prior, it served as a "qualified intermediary" for
"1031 exchanges" in connection with transactions with Matt Malouf,
who became a creditor in the case.

On April 29, 2010, the Court entered its Order Approving
Appointment of Chapter 11 Trustee.  On Dec. 8, 2010, the Court
entered its Findings of Fact, Conclusions of Law, and Order
Confirming Second Amended Joint Chapter 11 Plan Filed by the
Chapter 11 Trustee and the Official Committee of Unsecured
Creditors, confirming the Second Amended Joint Chapter 11 Plan
Filed by the Chapter 11 Trustee and the Official Committee of
Unsecured Creditors.


ARCHDIOCESE OF MILWAUKEE: Mediation Deadline Stretched to Oct. 12
-----------------------------------------------------------------
Journal Sentinel Online reports that the Archdiocese of Milwaukee
and victims of clergy and others' sex abuse will continue to try
to hammer out a settlement after Judge Susan V. Kelley extended
the mediation deadline a second time, to Oct. 12.

According to the report, at issue is how many of the estimated
570 victims should be compensated and to what extent.  At least
one attorney has said previously that he would not agree to a
settlement that did not also include the release of church
documents.

The report notes the mediation, with retired U.S. Bankruptcy Judge
Randall J. Newsome, is confidential, and attorneys have declined
to comment.

The Diocese of Milwaukee, in Wisconsin, was established Nov. 28,
1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope
Pius IX.  The region served by the Archdiocese consists of 4,758
square miles in southeast Wisconsin which includes counties Dodge,
Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan,
Walworth, Washington and Waukesha.  There are 657,519 registered
Catholics in the Region.

The Catholic Archdiocese of Milwaukee filed for Chapter 11
bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on
Jan. 4, 2011, to address claims over sexual abuse by priests on
minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.


ASPEN GROUP: Raises $2.7 Million from Units Sale
------------------------------------------------
Aspen Group, Inc., raised $2,757,000 from the sale of units
consisting of shares of common stock and five-year warrants
exercisable at $0.50 per share in a private placement offering to
14 accredited investors.  The units sold contained a total of
7,877,144 shares of common stock and 3,938,572 warrants.

In connection with the offering, Aspen agreed to register the
shares of common stock and the shares of common stock underlying
the warrants.  Of the investors, four are directors of Aspen whom
invested a total of $212,000 in the offering.

In connection with these sales, Aspen paid Laidlaw & Company (UK)
Ltd. a placement agent fee of $218,600.  The net proceeds to Aspen
were $2,494,900.

As a result of this private placement, $1,706,000 of convertible
notes sold earlier this year automatically converted into
5,130,795 shares of common stock.  Aspen had agreed to register
the shares of common stock and 1,282,674 shares issuable upon
exercise of warrants issued to the note holders.

All of the shares and warrants sold were issued and sold in
reliance upon the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933 and Rule 506 promulgated
thereunder and have not been registered.  These securities may not
be offered or sold in the United States in the absence of an
effective registration statement or exemption from the
registration requirements under the Act.  The investors are
accredited investors and there was no general solicitation.

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program).  Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.

The Company's balance sheet at June 30, 2012, showed $3.7 million
in total assets, $5.6 million in total liabilities, and a
stockholders' deficit of $1.9 million.

The Company had a net loss allocable to common stockholders of
$3.5 million and negative cash flows from operations of
$2.0 million for the six months ended June 30, 2012.  "The
Company's ability to continue as a going concern is contingent on
securing additional debt or equity financing from outside
investors.  These matters raise substantial doubt about the
Company's ability to continue as a going concern."


ASPEN GROUP: Files Form S-1, Registers 20.2MM Common Shares
-----------------------------------------------------------
Aspen Group, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the sale
of up to 20,229,183 shares of the Company's common stock which may
be offered by Sophrosyne Capital, LLC, Jon D. & Linda W. Gruber
Trust DTD 7/4/04, Whalehaven Capital Fund Ltd., et al.

The Company will not receive any proceeds from the sales of shares
of the Company's common stock by the selling shareholders.

The Company's common stock trades on the Over-the-Counter Bulletin
Board under the symbol "ASPU".  As of the last trading day before
Oct. 1, 2012, the closing price of the Company's common stock was
$2.91 per share.

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

                       http://is.gd/5gLOSL

                        About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program).  Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.

The Company's balance sheet at June 30, 2012, showed $3.7 million
in total assets, $5.6 million in total liabilities, and a
stockholders' deficit of $1.9 million.

The Company had a net loss allocable to common stockholders of
$3.5 million and negative cash flows from operations of
$2.0 million for the six months ended June 30, 2012.  "The
Company's ability to continue as a going concern is contingent on
securing additional debt or equity financing from outside
investors.  These matters raise substantial doubt about the
Company's ability to continue as a going concern."


ASSURAMED HOLDING: S&P Cuts CCR to 'B' on Higher Leverage
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on medical products distributor AssuraMed Holding Inc. to
'B' from 'B+'. The outlook is stable.

"At the same time, we assigned a 'B' issue-level rating and '3'
recovery rating to the company's proposed $440 million first-lien
tranche. The '3' recovery rating indicates our expectation of
meaningful (50% to 70%) recovery in the event of payment default.
We also assigned a 'CCC+' issue-level and '6' recovery rating to
the proposed $220 million second-lien tranche. The '6' recovery
rating reflects our expectation of negligible (0% to 10%) recovery
in the event of payment default," S&P said.

"The rating downgrade follows the company's announcement that it
will be issuing additional debt to fund a sponsor dividend," said
Standard & Poor's credit analyst Michael Berrian.

Clayton Dubilier & Rice (CD&R) and Goldman Sachs Capital Partners
(GSCP) purchased the company in 2010. Pro forma leverage will
increase to 6x, which is higher than 5.4x as of the time the
sponsors acquired the company, and about 3.8x on June 30, 2012.

"The stable rating outlook on AssuraMed reflects our expectation
that it will continue generating organic growth and free cash
flow. We expect free cash flow to be used for debt reduction and,
when combined with EBITDA growth, leverage to fall to 5x by the
end of 2013. However, given the aggressiveness of the sponsors, we
do not expect any debt reduction to be permanent," S&P said.

"A higher rating is unlikely because we expect the sponsors to use
growing debt capacity to fund additional dividends, underscoring
our belief that the company will remain highly leveraged over the
next year. Conversely, good cash flows support downside risk in
the event of a cyclical downturn, or a weak quarter. We could
lower our rating if unforeseen contract losses or reimbursement
pressure result in lower EBITDA growth and our expectation of
long-term cash outflows," S&P said.


ASTANA FINANCE: Seeks Protection From U.S. Creditors
----------------------------------------------------
JSC "Astana Finance", a financial-services company based in
Kazakhstan, is seeking court protection from its U.S. creditors
while it carries out its $1.9 billion restructuring plan in
Kazakhstan.

Marat Duysenbekovich Aitenov, as foreign representative, signed a
Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-4113)
for Astana Finance.  The Debtor is estimated to have at least
$500 million in assets and at least $1 billion in liabilities.

AF is seeking recognition of pending proceedings before the
specialized financial court of Almaty, Kazakhstan, as "foreign
main proceeding".

AF was established as a Kazakhstan government funded body on
Dec. 18, 1997, as the State Enterprise Fund of Economic and Social
Development of Akmola Special Economic Zone in accordance with the
law of Kazakhstan in Astana, Kazakhstan by a decision of the
Administrative Council of Akmola Special Economic Zone.  AF now
acts primarily as the parent company for a group of companies
providing banking and financial services, including a Kazakhstan
bank, JSC Bank Astana Finance.

AF said in court filings that its financial position suffered both
directly and indirectly as a result of the global financial
crisis.  Specifically, the global financial crisis had a negative
impact on the ability of borrowers to repay loans made by AF and
its subsidiaries and on the prices of residential and commercial
real estate in Kazakhstan over which such loans are secured.  As
of Dec. 31, 2009, 62.9% of the loan portfolio of AF's group of
companies was comprised of loans for real estate development and
construction and retail mortgage loans.  In addition, the global
capital markets suffered severe reductions in liquidity, greater
volatility and general widening of spreads which resulted in a
significantly reduced availability of funding for Kazakhstan
borrowers such as AF.

As a consequence of the negative impact on AF of these events, on
several occasions between 2009 and 2011 the credit ratings of AF
were downgraded and were eventually withdrawn in 2011, and AF's
shares were delisted from the Kazakhstan Stock Exchange in October
2010.

AF has submitted a plan that sets out the terms and procedures for
the restructuring and/or cancellation of the indebtedness and
indebtedness guarantees of AF and its subsidiaries.  The principal
amount of indebtedness to be restructured was approximately $1.9
billion (such amount subject to change because of disputed claims
which are in the process of independent adjudication pursuant to,
and in accordance with, the restructuring plan). Claim forms for
the bulk of the debt were submitted.  Only approximately 15% of
the value of the debt was not covered by claim forms, but the debt
will be discharged and cancelled in accordance with the terms of
the restructuring plan.

AF has creditors in the United States: (i) the Export-Import Bank
of the United States, an export credit agency; (ii) certain
beneficial owners of notes privately placed inside and outside the
United States; and (iii) certain holders of notes placed
exclusively outside the United States pursuant to Regulation S
only who subsequently purchased Eurobonds in the secondary market.


B&G FOODS: Moody's Raises Corp. Family Rating to 'Ba3'
------------------------------------------------------
Moody's Investors Service has upgraded B&G Foods, Inc.'s corporate
family rating to Ba3 from B1 and its rating on the senior secured
revolver and term loans to Ba1 from Ba2. The ratings upgrade
reflects B&G's consistent earnings growth, improving margins, the
disciplined execution of its branded acquisition strategy and a
balanced approach to managing its capital structure and liquidity
profile. The rating outlook is stable.

B&G's decision to finance its $63 million acquisition of the New
York Style and Old London Brands (NY Style) and repay existing
debt with proceeds from its potentially $120 million equity
offering highlights its commitment to maintaining a leverage
profile below its stated peak leverage target of 4.5x. Going
forward, Moody's expects B&G to maintain leverage below 4.0x in
order to provide the flexibility necessary to execute on both its
acquisition strategy and balance sheet leverage goals following
future acquisitions.

In a challenging economic environment, B&G has steadily improved
margins (EBITDA margins up roughly 400 basis points since 2010),
which has enabled it to increase dividends (roughly $60 million
paid since 2010). Moody's expects this trend to continue as
synergies from last year's Culver Brands acquisition, ongoing
pricing initiatives, earnings from the NY Style acquisition and
channel expansion into dollar stores and drugstores temper the
impact of soft demand trends in B&G's traditional distribution
channels.

B&G's acquisition of the New York Style and Old London brands from
Chipita America, Inc. is viewed as generally in line with its
acquisition strategy as it will be immediately accretive to both
earnings and cash flows and is an orphaned brand with margin
upside as it currently operates well below B&G's current operating
levels. The acquisition includes a manufacturing facility in
Yadkinville, North Carolina, with approximately 250 employees,
which deviates somewhat from recent acquisitions which did not
include many assets or employees. This not a meaningful risk to
B&G because in Moody's view the company will either increase the
operating efficiency of the facility or sell the manufacturing
site and shift the new brands to co-packers.

The following ratings were upgraded:

Corporate Family Rating (CFR) to Ba3 from B1;

Probability of Default Rating to Ba3 from B1;

$200 million senior secured revolving credit facility due November
2016 to Ba1 (LGD2, 27%) from Ba2 (LGD2, 29%);

$146 million senior secured term loan A due November 2016 to Ba1
(LGD2, 27%) from Ba2 (LGD2, 29%);

$224 million senior secured term loan B due November 2018 to Ba1
(LGD2, 27%) from Ba2 (LGD2, 29%); and

$350 million senior unsecured notes due January 2018 to B1 (LGD5,
81%) from B3 (LGD5, 83%).

RATING RATIONALE

The Ba3 CFR reflects B&G's aggressive dividend policy, small scale
relative to more highly rated industry peers, desire to acquire
growth, and periodic use of leverage to fund acquisitions. These
factors are balanced by the company's high margins, consistent
cash generation, broad product portfolio and historical success in
acquisition integration efforts. B&G's willingness to dividend a
high portion (roughly 50%) of its cash flows after capital
spending is partially mitigated by the consistency of its cash
flows, low capital spending requirements (due in part to its
extensive use of co-packers), and its success in recouping
commodity costs increases through timely pricing actions within
its niche branded product categories. Finally, the Ba3 reflects
management's history of executing on it operating plan and
continuously growing B&G's operating scale and distribution
capabilities.

The stable outlook reflects Moody's expectation that earnings will
improve, B&G will continue to generate solid cash flows and will
successfully integrate the New York Style and Old London Brands.
Further, the outlook anticipates that B&G will remain committed to
managing its balance sheet within its stated targets and that any
leverage employed to fund acquisitions will be lowered shortly
thereafter in a manner similar to B&G's performance following its
November 2011 acquisition of the Culver Brands.

Although Moody's does not anticipate a rating downgrade in the
near term, ratings could be lowered if Debt-to-EBITDA is sustained
above 5.0x, profitability deteriorates due to a large acquisition
or B&G's inability to manage fluctuations in commodity costs, or
if liquidity deteriorates due to negative free cash flow.
Conversely, a ratings upgrade is unlikely prior to an improvement
in B&G's scale and diversification.

The principal methodology used in rating B&G Foods, Inc. was the
Consumer Packaged Goods Industry Methodology published in July
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.

B&G Foods, Inc., based in Parsippany, New Jersey, is a
manufacturer and distributor of shelf-stable branded food products
including Cream of Wheat, Ortega, Maple Grove Farms of Vermont,
Polaner, Las Palmas, Mrs. Dash, and Bloch & Guggenheimer. B&G's
proforma revenues for the twelve months ended June 30, 2012,
including the Culver Specialty brands acquisition, were
approximately $635 million. The acquisition of New York Style and
Old London brands should contribute roughly $45 million of sales
on an annualized basis.


B+H OCEAN: Files Chapter 11 Plan of Reorganization
--------------------------------------------------
BankruptcyData.com reports that B+H Ocean Carriers filed with the
U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and
related Disclosure Statement.

According to the Disclosure Statement, "The Plan contemplates
Distributions to Creditors based on the priorities established by
the Bankruptcy Code, after giving effect to the settlements (i)
between Scotiabank and the Creditors Committee, with respect to
which Debtors fully support, as set forth and described in the
Scotiabank Plan Term Sheet, (ii) between Debtors and Macquarie as
set forth and described in the Macquarie Plan Term Sheet, and
(iii) between Debtors, Macquarie and the Hudner Released Parties
as set forth and described in this Plan. The holders of
Administrative Expense Claims, Priority Tax Claims and Other
Priority Claims against each of the Debtors other than Sakonnet
shall receive Distributions in full in Cash on the Effective Date
of the Plan from the Cash held by the Estate (which Cash is
subject to liens in favor of Macquarie, and, thus is Macquarie's
Cash Collateral, but which Macquarie is making available to pay
such Administrative Expense, Priority Tax and Other Priority
Claims, pursuant to the Macquarie Plan Term Sheet)."

B+H Ocean Carriers Ltd. is an international ship-owning and
operating company that owns, through subsidiaries, a fleet of
four product-suitable Panamax combination carriers capable of
transporting both wet and dry bulk cargoes, along with a 50%
interest in an additional combination carrier.
B+H Ocean Carriers and its subsidiaries filed voluntary Chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 12-12356) on May 30,
2012.  The Debtors disclosed total assets of US$4.52 million and
total debts of $46.09 million as of the Chapter 11 filing.

John H. Hall, Jr., Esq., at Pryor & Mandelup, L.L.P., in New
York, served as bankruptcy counsel for the Debtors.


BAKERS FOOTWEAR: Slump in Sales Blamed for Bankruptcy
-----------------------------------------------------
Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, after announcing a plan to
close stores and reduce costs.

Prior losses and recent lower than planned sales have placed
increased pressure on the Company's liquidity position and
resulted in the Company's default under its senior credit
facility.   Fiscal year 2012 comparable-store sales have decreased
5.9% (through Aug. 25, 2012), placing increased pressure on the
Debtor?s liquidity position.

As of the Petition Date, the Debtor operates approximately 216
stores nationwide.  The Debtor employs approximately 459 full-time
employees and 3,461 part-time employees, with approximately 130
employees working at its corporate office and warehouse locations
or as regional managers, and approximately 3,792 employees working
at its store locations.

Bakers said Aug. 27 that it will close as many as 25 stores, sell
leases and other assets for as many as 52 more to Aldo Inc. for
$6.4 million, and terminate its license for H by Halston.

Under the agreement with Aldo, the Debtor will sell up to 52
stores to Aldo U.S. Inc. for up to $6.375 million in cash, which
is intended to close in three stages from January 2013 thorugh
June 2013, conditioned upon obtaining landlord and other consents.

The proceeds will be used to pay bank debt and trade creditors,
Bakers said.  The Company said it expects to raise as much as $8
million through liquidation sales and reduce expenses by as much
as $7 million a year.

The Company said it is working collaboratively with its
stakeholders and moving as quickly and as expeditiously as
possible to ensure that value is maximized for all of the
constituents and the Company can reorganize and emerge from
bankruptcy.

All 215 Bakers stores in 34 states are open and serving customers.
All other customer programs and policies, including those
pertaining to coupons and refunds, remain in effect.

The Company intends to work to restructure its business and its
lending arrangements through the bankruptcy process.  However, the
Company can give no assurance as to the amount of recovery, if
any, by its pre-filing creditors.  The Company does not anticipate
any recovery by its common stockholders.

The Company has retained restructuring legal counsel, Bryan Cave
LLP, and financial and restructuring advisors, Alliance
Management, to assist in the process.  Donlin Recano is the claims
and notice agent.

The Company plans to operate its business as Debtor-in-Possession.

                        $22 Mil. DIP Financing

On Oct. 3, 2012, in connection with the Chapter 11 case, the
Company requested Court approval of a proposed credit agreement
with Crystal Financial LLC.  Bakers has arranged up to $22 million
in debtor-in-possession financing, including $6 million on an
interim basis.  The loan will mature 6 months following the
closing date.

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Debtor purchases footwear, apparel, and accessories from
numerous vendors and suppliers located primarily in China, India
and the United States.  The Debtor estimates that 95% of its goods
are made in China.

The Company reported a net loss of $10.95 million for the
year ended Jan. 28, 2012, a net loss of $9.29 million for the year
ended Jan. 29, 2011, and a net loss of $9.08 million for the year
ended Jan. 30, 2010.

The Company reported a net loss of $10.95 million on
$185.09 million of net sales for the 52 weeks ended Jan. 28, 2012,
compared with a net loss of $9.29 million on $185.62 million of
net sales for the 52 weeks ended Jan. 29, 2011.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.


BAKERS FOOTWEAR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bakers Footwear Group, Inc.
        aka Wild Pair
            S.A. Barker
            Bakers
            Leeds
            Bakers Shoes
            Hotline
            Bakersshoes.com
            Weiss and Neuman Shoe Company
            Barker's
            Wild Pair Shoes
            Martin's
            Ciella
        2815 Scott Ave.
        St. Louis, MO 63103

Bankruptcy Case No.: 12-49658

Type of Business: Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
                  is a national, mall-based, specialty retailer
                  of distinctive footwear and accessories for
                  young women.

Chapter 11 Petition Date: Oct. 3, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen III

Debtor's
Counsel:     Brian C. Walsh, Esq.
             BRYAN CAVE LLP
             211 N. Broadway, Suite 3600
             St. Louis, MO 63102
             Tel: (314) 259-2000
             E-mail: brian.walsh@bryancave.com

                      - and -

             David M. Unseth, Esq.
             Laura Uberti Hughes, Esq.
             BRYAN CAVE LLP
             One Metropolitan Square
             211 N. Broadway, Suite 3600
             St. Louis, MO 63102
             Tel: (314) 259-2000
             Fax: (314) 552-8801
             E-mail: dmunseth@bryancave.com
                     laura.hughes@bryancave.com

Debtor's
Claims
Agent:       DONLIN, RECANO & COMPANY, INC.

Total Assets: $41,905, 687 as of April 28, 2012

Total Debts: $59,498,037 as of April 28, 2012

The petition was signed by Peter A. Edison, chief executive
officer and president.

Bakers Footwear Group's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
East Mount Shoes Ltd.              Trade                $6,910,545
Attn: Ed Rosenfeld
      Addeso Madden
5216 Barnett Ave.
Long Island, NY 11104
Tel: (718) 308-2263
Fax: (718) 308-8993
E-mail: EdRosenfeld@stevemadden.com

Steven Madden, Ltd.                Debenture           $3,666,667
Attn: Ed Rosenfeld
Addeso Madden
5216 Barnett Ave.
Long Island, NY 11104
Tel: (718) 308-2263
Fax: (718) 308-8993
E-mail: EdRosenfeld@stevemadden.com

The H Company IP LLC               License             $2,545,000
1201 West 5th Street, T-1100       Agreement
Los Angeles, CA 90017
Attn: Ben Malka
Tel: (213) 534-3028
Fax: (213) 534-3052
E-mail: ben@halston.com

Bob & Bobby, Inc.                  Trade               $2,042,838
2300 Pontius Ave, Suite 101
Los Angeles, CA 90064
Attn: Bob Keely
Tel: (310) 473-7707
Fax: (310) 479-9588
E-mail: rkeely@bnbfootwear.com

General Growth Properties, Inc.    Leases              $1,557,423
110 North Wacker Drive
Chicago, IL 60606
Attn: Alan Barocus
Tel: (312) 960-5000
Fax: (312) 960-5463
Email: alan.barocas@ggp.com

Adjunct Trading HK Limited         Trade               $1,530,080
HSBC Hong Kong
1 Queen's Road Central
Central, Hong Kong
Attn: Diane Butrus
Diba Shoes
E-mail: diane@dibashoes.com

Step Perfect                       Trade               $1,466,990
Unit 1005, 10/F., Tower B,
Hunghom Commercial Ctr
37 Ma Tau Wai Road
Hunghom, Kowloon
Hong Kong
Attn: Greg Goldstein
GCI
E-mail: ggishoes@aol.com

Dolce Vita Footwear Inc.           Trade               $1,422,113
111 S. Jackson St.
Seattle, WA 98104
Attn: Tim Price
E-mail: tim@dolcevita.com

Andrew N. Baur Revocable Trust     Debenture           $1,280,764
165 N. Meramec, Suite 210
St. Louis, MO 63105
Attn: Richard Baur
Tel: (314) 721-9696
     (314) 721-9697
E-mail: TBaur@conwayir.com

Mastership International           Trade               $1,200,004
Co., Ltd.
Room 8, 6F, #I23 Sec. 3
Taichung Kang Road
Taichung City, Taiwan ROC
Attn: Chris Calcagno
E-mail: calshoo@aol.com

Pacific Wholesale Inc.             Trade               $1,145,300
5252 Bolsa Ave.
Hungtington Beach, CA 92647
Attn: Charles Greer
Tel: (714) 934-8805
Fax: (714) 934-8044
E-mail: cgreer@titanindustriesinc.com

Simon Property Group, LP           Leases              $1,053,499
225 West Washington Street
Indianapolis, IN 46204
Attn: Rick Sokolov
Tel: (317) 636-1600
Fax: (317) 684-7221
E-mail: rsokolov@simon.com

Good Earth                         Trade                $925,463
Room 1805, 18/F, 12,
TakHing Street
Jordan, Kowloon
Hong Kong
Attn: Joseph Chang Chainson
Tel: 805-981-8288 x 124
Fax: 805-485-9949
E-mail: joseph_chang@chainson.com

TGL Ltd. (HK)                      Trade                $759,624
Room 1101
Sunbem Centre
27 Shing Yip Street
Kwung Tong, Kwoloon
Hong Kong
Attn: Josephine Di Benedetto
Pacific Worlwide
E-mail: Josephine.dibenetto@pacificworldwide.com

Westfield LLC                      Leases               $753,623
11601 Wilshire Boulevard,
11th Floor
Los Angeles, CA 90025-0509
Attn: Scott Grossman
Tel: (310) 478-4456
Fax: (310) 478-1267
Email: sgrossman@us.westfield.com

3 Dee International, Inc.          Trade                $660,520
300 Oceangate, Suite 1450
Long Beach, CA 90802
Attn: Ed Rosenfeld
      Addeso Madden
5216 Barnett Ave.
Long Island, NY 11104
Tel: (718) 308-2263
Fax: (718) 308-8993

Brown Pacific Trading Ltd          Trade                $655,884
Flat L 12th Floor
Shield Industrial Centre
84-92 Chai Wan Kok Street
Tsuen Wan, N.T. Hong Kong
Attn: Caine Phorn Cels
E-mail: cphorn@celsinc.com

Linn H. Bealke Revocable Trust     Debenture            $640,382
305 Carlyle Lake Drive
St. Louis, MO 63141
Attn: Linn Bealke
Tel: (314) 997-8702
E-mail: linnbealke@yahoo.com

Louis N. Goldring Revocable        Debenture            $640,382
Trust Dtd. 4/15/97
21 Upper Ladue Road
St. Louis, MO 63124
Attn: Louis Goldring
Tel: (314) 997-5863
     (314) 997-2234

Mississippi Valley Capital, LLC    Debenture            $640,382
101 S. Hanley, Suite 1250
St. Louis, MO 63105
Attn: Scott Fesler
Tel: (314) 727-4555 x422
Fax: (314) 727-8829
E-mail: sdf@bushodonnell.com


BEAR STEARNS: NY Attorney General Sues JPMorgan Over RMBS Fraud
---------------------------------------------------------------
The office of New York Attorney General Eric Schneiderman filed a
civil lawsuit against J.P. Morgan Securities LLC, f/k/a Bear,
Stearns & Co. Inc., JPMorgan Chase Bank, N.A., and EMC Mortgage
LLC, f/k/a EMC Mortgage Corporation, alleging widespread fraud by
Bear Stearns in the sale of residential mortgage-backed
securities.

The complaint was filed against the Defendants as their role as
sponsor and underwriter of subprime and Bear Stearns Alt-A Trust
RMBS prior to the collapse of Bear Stearns in 2008.  The complaint
was filed pursuant to Executive Law Secs. 63(1) and 12 and the
Martin Act (General Business Law Article 23-A).

RMBS, as explained in the 31-page complaint filed on Oct. 1 before
the Supreme Court, New York County, are pools of mortgages
deposited into trusts.  Shares of RMBS Trusts were sold as
securities to investors, who were to receive a stream of income
from the mortgages packaged in the RMBS.

According to the complaint, the Defendants committed multiple
fraudulent and deceptive acts in promoting and selling their RMBS.
As an example, the complaint noted that in publicly filed
documents and in marketing materials, the Defendants led investors
to believe that they had carefully evaluated -- and would continue
to monitor -- the quality of the loans in their RMBS when in fact
they systematically failed to fully evaluate the loans, largely
ignored the defects that their limited review did uncover, and
kept investors in the dark both in the inadequacy of their review
procedures and the defects in the loans.

Even when the Defendants were made aware of these problems, they
failed to reform their practices or to disclose material
information to investors, the complaint said.  As a result, the
loans in the Defendants' RMBS included many that had been made to
borrowers who were unable to repay, were highly likely to default,
and did in fact default in large numbers.

The complaint noted that the current cumulative realized losses on
more than 100 subprime and Alt-A securitizations for which the
Defendants were the sponsor and underwriter in the years 2006 and
2007 totaled roughly $22.5 billion, or roughly 26% of the original
principal balance of roughly $87 billion.  From 2003 through 2006,
EMC securitized more than one million mortgage loans valued at the
time in excess of $212 billion.

The case is PEOPLE OF THE STATE OF NEW YORK, by ERIC T.
SCHNEIDERMAN, Attorney General of the State of New York,
Plaintiff, v. J.P. MORGAN SECURITIES LLC, (f/k/a "Bear, Stearns &
Co. Inc."), JPMORGAN CHASE BANK, N.A., EMC MORTGAGE LLC (f/k/a/
"EMC Mortgage Corporation"), 451556-2012 (N.Y.).

A full-text copy of the Complaint, dated Oct. 1, 2012, is
available for free at http://bankrupt.com/misc/nyagvsjpmorgan.pdf

            First Suit Filed by Obama's RMBS Group

The lawsuit is the first legal action taken by a group of state
and federal prosecutors and regulators formed by U.S. President
Barack Obama.  Mr. Schneiderman is co-chairman of the group.  The
investigation brings together the Department of Justice (DOJ),
Department of Housing and Urban Development, the Securities and
Exchange Commission (SEC), Federal Housing Finance Agency Office
of Inspector General (FHFA OIG) and other agencies to investigate
those responsible for misconduct contributing to the financial
crisis through the pooling and sale of RMBS, a statement from the
NY Attorney General's Office stated.

"It builds upon ongoing state and federal investigations, while
also launching new ones," the statement added.

"This lawsuit will bring accountability for the misconduct that
led to the crash of the housing market and the collapse of the
American economy," said Attorney General Schneiderman.  "Our
lawsuit demonstrates that there is one set of rules for all -- no
matter how big or powerful the institution may be -- and that
those rules will be enforced vigorously.  We believe that this is
a workable template for future actions against issuers of
residential mortgage-backed securities that defrauded investors
and cost millions of Americans their homes.  We need real
accountability for the illegal and deceptive conduct in the
creation of the housing bubble in order to bring justice for New
York's homeowners and investors."

"Fannie Mae and Freddie Mac purchased residential mortgage-backed
securities from the defendants and were allegedly misled about
the quality of the loans supporting those securities.  Actions
like this contributed to the financial crisis and those who
engaged in such activities should be held accountable," said FHFA
Inspector General Steve Linick.  "My office has worked and
continues to work very closely with the RMBS Working Group and
the New York Attorney General's Office in support of the
investigation and prosecution of RMBS fraud cases."

"This announcement demonstrates that the RMBS Working Group model
works," said RMBS Co-Chair and U.S. Attorney for the District of
Colorado John Walsh.  "The Department of Justice, including U.S.
Attorney's Offices across the country, the Office of the
Inspector General for the Federal Housing Finance Agency and the
SEC were proud to offer their extensive expertise and commit
substantial resources in order to assist the New York Attorney
General's efforts.  This filing is a testament to the unity of
purpose brought to bear by the RMBS Working Group and what is
possible when we work together to achieve justice for all
Americans."

                  $3-Bil. Settlement Estimate

Bloomberg News' David McLaughlin and Chris Dolmetsch reported
that, according to Charles Peabody, a bank analyst at Portales
Partners, JPMorgan may pay as much as $3 billion if it seeks to
settle the Attorney General's claims.  Mr. Peabody noted that
because litigation costs are likely to remain high for the
foreseeable future, a settlement could be reached for as little as
$2 billion.

Bloomberg added that Mr. Peabody raised his estimate for
JPMorgan's third-quarter litigation costs to $1.6 billion from
$500 million and cut his estimate for the bank's earnings 17% to
95 cents a share.

"Clearly, this higher cost structure, against a still soft
revenue picture, is going to put a squeeze on JPMorgan Chase's
operating margins," Mr. Peabody said, according to Bloomberg.

                  JPMorgan Says Lawsuit is "Copycat"

A J.P. Morgan spokesman said the case relied on "recycled claims
already made by private plaintiffs," The Wall Street Journal's Dan
Fitzpatrick and Jean Eaglesham related.

The Journal said the comment was a reference to similarities with
a previous lawsuit brought against J.P. Morgan and a former Bear
Stearns mortgage unit by bond insurer Ambac Financial Group Inc.
JPMorgan has contested the Ambac suit.

The Journal related that J.P. Morgan also raised concerns with
the New York Attorney General's office about a staff member,
Karla Sanchez, who worked on the Ambac case while with law firm
Patterson Belknap Webb & Tyler LLP.  Ms. Sanchez joined Mr.
Schneiderman's staff in January 2011 as executive deputy attorney
general of economic justice, the Journal noted.

According to the Journal, one person familiar with the discussions
said that after J.P. Morgan pointed out the connection in a
meeting, Ms. Sanchez was recused from the J.P. Morgan
investigation "out of an abundance of caution."

The similarities with the Ambac case present a "tactical problem"
for the New York State Attorney General "in how they come
across," the Journal quotes James Cox, a law professor at Duke
University, as saying.  "They may regret some of that copycat
language."  But "I don't see it as an ethical problem," and the
repeated language doesn't undermine the substance of the case, he
added, the Journal noted.

"We're disappointed that the NYAG decided to pursue its civil
action without ever offering us an opportunity to rebut the
claims and without developing a full record -- instead relying on
recycled claims already made by private plaintiffs," Joe
Evangelisti, a JPMorgan spokesman, said in an e-mail, Bloomberg
related.

Mr. Schneiderman however said he had not spoken "recently" to
JPMorgan Chase & Co. Chief Executive Officer Jamie Dimon but said
the bank's lawyers and his office have been holding discussions
since a subpoena was issued in June 2011, Bloomberg added.
"We've had quite a lively interchange, shall we say," Mr.
Schneiderman said at a press conference at the Justice
Department, Bloomberg noted.

                   Bear Stearns' 2008 Purchase

According to Bloomberg, JPMorgan spokesman Joe Evangelisti said
the New York-based bank would contest the complaint, which is
"entirely about" conduct by Bear Stearns.

JPMorgan acquired Bear Stearns in March 2008 after the one time
Wall Street's fifth-largest securities firm run out of money.  The
transaction, Bloomberg recounted, was urged by former U.S.
Treasury Secretary Henry Paulson, his successor Timothy Geithner,
who was head of the Federal Reserve Bank of New York at the time,
and Fed Chairman Ben Bernanke.

Bloomberg noted that Mr. Dimon told the trio that he would only
rescue Bear Stearns if the government was willing to take the risk
on the most toxic Bear Stearns assets and the Fed agreed to take
more than $30 billion of mortgage-related securities to placate
him.

According to Bloomberg, Mr. Paulson also directed Mr. Dimon to
keep his price offer low to make it clear to the public that
shareholders of the defunct firm were being punished for the
management errors.  That produced a $2.52 per share offer, which
Bear Stearns management had no choice but to accept, the report
noted.  Mr. Dimon, however, had to raise his offer to $10 a few
weeks later because of a legal loophole in documents rushed out
initially that gave Bear Stearns shareholders an opportunity to
hold out on approving the sale while JPMorgan was left on the hook
for potential losses of the smaller rival, Bloomberg cited.

"JPMorgan Chase stands behind Bear Stearns," Mr. Dimon said at
that time, Bloomberg recalled.  "Bear Stearns's clients and
counterparties should feel secure that JPMorgan is guaranteeing
Bear Stearns's counterparty risk. We welcome their clients,
counterparties and employees to our firm, and we are glad to be
their partner."

Bloomberg noted that JPMorgan initially said it would set aside
$6 billion for potential legal costs and losses that could come
from Bear Stearns's assets.  That's how the firm explained why it
paid $1.5 billion for a company that had $11 billion of common
equity on its books, the report said.  In JPMorgan's annual
report at the end of 2008, Mr. Dimon said all the equity in Bear
Stearns had been used up by litigation costs and losses from
legacy assets bought from the smaller firm, Bloomberg related.
Because those losses exceeded the equity of the purchased entity,
JPMorgan booked losses on its second half income statement
related to Bear Stearns, he said in the report, Bloomberg pointed
out.

In the book "Too Big to Fail," Andrew Ross Sorkins said Mr. Dimon
grew concerned the public may perceive the deal with Bear Stearns
as a gift to JPMorgan by the government.  JPMorgan's
communications advisers suggested Mr. Dimon explain that the bank
was taking on risks of unknown size, Mr. Sorkin wrote, according
to Bloomberg.

                         About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a financial services firm
serving governments, corporations, institutions and individuals
worldwide.  The investment bank collapsed in 2008 and was sold in
a distressed sale to JPMorgan Chase in a transaction backed by the
U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On Aug. 30, 2007, the Honorable Burton R. Lifland denied the
Funds protection under Chapter 15 of the Bankruptcy Code.


BEAR STEARNS: Community College Sues JPM Over Bond Purchase Deal
----------------------------------------------------------------
An Oakland, California-based community college sued JPMorgan
Securities LLC over claims that a $25 million bond contract will
require the issuance of bonds that will give the bank a windfall,
Karen Gullo of Bloomberg News reported on Aug. 14, 2012.

Peralta Community College claims the bond purchase contract, which
was part of a 2006 bond refinancing deal, is unconstitutional
under a 2009 legal opinion by the California Attorney General,
Bloomberg related.  The opinion determined that so-called cash-out
bond refundings violate state law, according to a lawsuit filed on
Aug. 13, Bloomberg added.

In those deals, which were once common in California, school
districts refinanced existing bonds by issuing new bonds at above-
market interest rates that could be sold at a premium and provide
more cash than needed to retire debt for purposes other than those
promised to voters when they approved the bond measures, Peralta
Community said in the filing, Bloomberg related.

State lawyers said in 2009, the California Constitution bans
school districts from taking on additional debt in a refinancing
of taxpayer-approved bonds without a public vote.

The college's 2006 contract was originally with Bear Stearns Cos.,
which was acquired by JPMorgan in 2008, Bloomberg said.  Under the
"forward bond purchase contract," the school district would redeem
callable bonds, issue new non-callable bonds and sell the new
bonds to Bear Stearns.

In exchange, Bear Stearns paid the college $550,000, according to
the filing.  JPMorgan notified Peralta in June that it wished to
exercise the contract and demanded the college issue new bonds at
the states interest rates, which are much higher than current
rates, according to the complaint, Bloomberg noted.

"J.P. Morgan Chase's plan would wrongly shift savings from
interest rate declines away from taxpayers and to J.P. Morgan's
bottom line," Peralta said in an emailed statement, according to
Bloomberg.  "This improper money-grab comes at a time when J.P.
Morgan Chase knows California schools are under significant
financial pressure."

The case is Peralta Community College District v. JPMorgan
Securities, RG12-643254, California Superior Court, Alameda
County (Oakland).

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a financial services firm
serving governments, corporations, institutions and individuals
worldwide.  The investment bank collapsed in 2008 and was sold in
a distressed sale to JPMorgan Chase in a transaction backed by the
U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On Aug. 30, 2007, the Honorable Burton R. Lifland denied the
Funds protection under Chapter 15 of the Bankruptcy Code.


BEAR STEARNS: JPMorgan Loses Bid to Move Thornburg's $2-Bil. Suit
-----------------------------------------------------------------
Banks, including JPMorgan Chase & Co. and Citigroup Inc., sued for
$2 billion by Thornburg Mortgage Inc. for allegedly helping it
fail, lost a bid to move the case from the bankruptcy court to the
district court as a Maryland judge said almost all the issues
could be decided in the bankruptcy court, Linda Sandler of
Bloomberg News reported on July 25.

The trustee for Thornburg Mortgage, now known as TMST Inc.,
accused the banks last year of extracting more than $700 million
of margin and interest payments from the former Thornburg by
making "unjustified" margin calls, Bloomberg related.  The banks,
including Credit Suisse Group AG, Royal Bank of Scotland Plc and
UBS AG, or their affiliates, said three of the 31 counts involved
allegations of breach of contract and fraudulent conveyance, which
a bankruptcy judge can't rule on, Bloomberg added.

JPMorgan was named in the TMST suit because it bought assets from
Bear Stearns Cos., a lender to Thornburg.  Thornburg was organized
as a real-estate investment trust and mainly invested in
residential mortgage-backed securities

U.S. District Judge Benson Everett Legg told the banks that the
bankruptcy judge can still uncover the facts and send his findings
to a district judge, even if the banks are right in arguing that
"that the bankruptcy court lacks final adjudicatory authority,"
Bloomberg said.

The bankruptcy case is Thornburg Mortgage Inc., 09-17787, U.S.
Bankruptcy Court, District of Maryland (Baltimore). The lawsuit
in bankruptcy court is Joel Sher v. JP Morgan, 11-ap-00340, and
the district court case is, 12-cv-00157.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a financial services firm
serving governments, corporations, institutions and individuals
worldwide.  The investment bank collapsed in 2008 and was sold in
a distressed sale to JPMorgan Chase in a transaction backed by the
U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On Aug. 30, 2007, the Honorable Burton R. Lifland denied the
Funds protection under Chapter 15 of the Bankruptcy Code.


BERRY PLASTICS: Files Amendment No. 6 to Form S-1
-------------------------------------------------
Berry Plastics Group, Inc., filed with the U.S. Securities and
Exchange Commission a free writing prospectus relating to the
initial public offering of common stock of the Company, a copy of
which is available for free at http://is.gd/egCG3y

On Oct. 1, 2012, the Company filed amendment No. 6 to the
Registration Statement, which may be accessed at:

                        http://is.gd/JMhd9q

The Registration Statement relates to the sale by the Company of
29,411,764 shares of its common stock.

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

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

The Company has agreed to allow the underwriters to purchase up to
an additional 4,411,764 shares from the Company, at the public
offering price, less the underwriting discount, within 30 days
from the date of this prospectus.

                        About Berry Plastics

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

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

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

                           *     *     *

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

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


BIG SANDY: Has $1 Million DIP Loan From Strategic Growth
--------------------------------------------------------
Bank holding company, Big Sandy Holding Company, seeks Bankruptcy
Court approval of a $1 million DIP financing from Strategic Growth
Bancorp Inc., as lender.

Strategic Growth Bancorp will also serve as stalking horse bidder
in the auction and sale of the Debtor's shares in Mile High Banks.

In December 2011, the Federal Deposit Insurance Corporation issued
a Supervisory Prompt Corrective Action Directive stating that the
Bank's capital condition had deteriorated from "undercapitalized"
to "significantly undercapitalized," and required the Bank to,
among other things, recapitalize within 30 days of receipt or, in
the event the Bank were unable to do so, immediately take any
necessary action resulting in the acquisition of the Bank by
another insured depository institution holding company or the
merger of the Bank with another insured depository institution.

As part of its effort to comply with the terms of the Regulatory
Order, the Company retained Keefe, Bruyette & Woods in February
2011 to assess the feasibility of raising capital sufficient to
meet the Bank's regulatory requirements and to allow the Company
the ability to execute its own strategic plan.

On April 3, 2012, KBW entered into an exclusive agreement with the
Bank to advise it in the possible Sale and recapitalization under
section 363 of the Bankruptcy Code.  KBW has contacted parties to
gauge their interest in participating in the Sale of the Bank.
Out of this effort, two interested parties were identified.  On
July 27, 2012, the Bank received one indication of interest from
Purchaser pertaining to the Sale of the Bank.  The second
interested party declined to submit a letter of intent based upon
the party's comprehensive review of its due diligence findings and
detailed discussions with it regulators and investors.  After
further discussions, the Bank entered into a Letter of Intent with
Purchaser on Aug. 15, 2012.

To help reduce the risk of adverse supervisory action that could
occur before a Sale of Shares is consummated if the Debtor were
unable to meet its obligations on an interim basis during the
proposed sale process, the Debtor has negotiated the DIP Facility
to obtain the resources necessary to fund the Debtor's Chapter 11
case.

The DIP financing will be secured by first-priority senior secured
liens on all unencumbered tangible and intangible property of the
Debtor, subject only to a carve-out for fees of the Debtor's
professionals, the clerk of the Court, and the U.S. Trustee
, and (B) secured by a perfected lien upon all tangible and
intangible property of the Debtor that is subject to and junior to
the Carve-Out and certain permitted liens pursuant to 11 U.S.C.
Sec. 364(c)(3).

The Debtor will use the DIP proceedings to pay fees and expenses
associated with negotiation, execution and delivery of the DIP
Credit Documents, pay fees and expenses of the Borrower's advisors
and the advisors to any Creditors' Committee, and to make any
other payments permitted to be made in the DIP Order or otherwise.

The Loan will incur interest rate at 8.50% per annum.

The Loan matures on the earlier of Dec. 31, 2012, and or any
events of default defined in the loan agreement.

                           About Big Sandy

Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.  Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.

Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank while
protecting, to the greatest extent possible, the Debtor's
creditors.

Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.


BIOZONE PHARMACEUTICALS: Restates 1st Quarter Financials
--------------------------------------------------------
Biozone Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 2 to its Form 10-Q to amend and
restate the Company's previously issued and unaudited interim
financial statements and related financial information for the
period ended March 31, 2012, which was originally filed with the
SEC on May 21, 2012, as amended.

During the Company's review of the amended financial statements,
the Company found a misstatement relating to its accounting
treatment of a beneficial conversion feature associated with
convertible notes issued on Feb. 24, 2012.  Specifically, the
Company did not need to record a beneficial conversion feature
because the amount exceeded the amount of proceeds allocated to
the convertible notes.  ASC 470-20-30-8 states that if the
intrinsic value of the beneficial conversion feature is greater
than the proceeds allocated to the convertible instrument, the
amount of the discount assigned to the beneficial conversion
feature will be limited to the amount of the proceeds allocated to
the convertible instrument.

The Company's restated income statement reflects a net loss of
$3.64 million for the three months ended March 31, 2012, as
compared to a net loss of $9.39 million as reported.

The Company's restated balance sheet at March 31, 2012, showed
$8 million in total assets, $13.76 million in total liabilities
and a $5.76 million total shareholders' deficiency.  The Company
originally reported $9.07 million in total assets, $13 million in
total liabilities and a $3.93 million total shareholders'
deficiency.

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

                         http://is.gd/DYP71y

                    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.


BLAST ENERGY: Inks Cooperation Agreement with Guofa Zhonghai
------------------------------------------------------------
PEDEVCO Corp., formerly known as Blast Energy Services, executed a
Binding Strategic Cooperation Agreement, effective Sept. 24, 2012,
with Guofa Zhonghai Energy Investment Co., Ltd., an energy company
organized and existing under the laws of the People's Republic
China, pursuant to which the parties have agreed to jointly
participate in the second tender for shale gas blocks recently
announced by China's Ministry of Land and Resources, which tender
comprises a total of 20 blocks in eight regions in China covering
a total area of 20,002 square kilometers (4,943,000 acres).

Pursuant to the Agreement, the parties will cooperate in
determining which of the available shale gas blocks they will seek
to bid on, and participate in the preparation and joint submission
of bidding documents to the Ministry of Land and Resources of
China for the acquisition of such shale gas blocks, which bids are
due on Oct. 25, 2012, with the Company providing technical and
operating support for the preparation of the bids.  In the event
one or more of the Company's bids are accepted by the Chinese
Ministry of Land and Resources, the parties will negotiate a
mutually agreed upon joint operating agreement which will set
forth the rights and obligations of each party and their
respective ownership in the shale gas blocks, and their economic
rights with respect to each block.

A copy of the Cooperation Agreement is available for free at:

                        http://is.gd/ZeFi3J

                         About Blast Energy

Houston, Texas-based Blast Energy Services, Inc., is seeking to
become an independent oil and gas producer with additional revenue
potential from its applied fluid jetting technology.  The Company
plans to grow operations initially through the acquisition of oil
producing properties and then eventually, to acquire oil and gas
properties where its applied fluid jetting process could be used
to increase the field production volumes and value of the
properties in which it owns an interest.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million for 2011,
compared with a net loss of $1.51 million for 2010.

The Company's balance sheet at March 31, 2012, showed $1.86
million in total assets, $3.98 million in total liabilities and a
$2.11 million total stockholders' deficit.


BLUEJAY PROPERTIES: Quinton Point Files in Kansas City
------------------------------------------------------
Bluejay Properties, LLC, doing business as Quinton Point, filed a
bare-bones Chapter 11 petition (Bankr. D. Kan. Case No. 12-22680)
in Kansas City on Sept. 28.  Todd A. Luckman, Esq., at Stumbo
Hanson, LLP, in Topeka, serves as counsel.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  Bankers' Bank of Kansas is owed $13.1
million, secured by a first mortgage on the property.  A copy of
the schedules filed together with the petition is available at
http://bankrupt.com/misc/ksb12-22680.pdf


BROADWAY FINANCIAL: Virgil Roberts Elected as Chairman
------------------------------------------------------
The Board of Directors of Broadway Financial Corporation, and its
wholly owned subsidiary Broadway Federal Bank, f.s.b., elected
Virgil Roberts to serve as Chairman of the Company and the Bank.

Mr. Roberts has served as Lead Director and Chairman of the
Company's Nominating Committee.  He has been the Managing Partner
of Bobbitt & Roberts, a law firm representing clients in the
entertainment industry, since 1996.  He currently serves on the
Board of Directors of Community Build, Inc., Claremont Graduate
School, Families in Schools, the Alliance for College Ready Public
Schools, Southern California Public Radio, the Alliance of Artists
and Record Companies and the Bridgespan Group, a management and
consulting firm for large philanthropy companies with offices in
Boston, San Francisco and New York.

The Board also elected Mr. Wayne-Kent A. Bradshaw, age 65, the
Company's Chief Executive Officer, to the Board of the Company and
the Bank.  Mr. Bradshaw was appointed President and Chief
Executive Officer of the Company and the Bank, effective Jan. 27,
2012.  Mr. Bradshaw will serve on the Internal Asset Review and
Loan Committees of the Bank.

Mr. Paul C. Hudson will continue to serve on the Board of the
Company and the Bank and assume the responsibilities of Legal
Counsel.

                     About Broadway Financial

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

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

The Company's balance sheet at June 30, 2012, showed
$390.93 million in total assets, $371.26 million in total
liabilities, and $19.66 million in total shareholders' equity.

                        Going Concern Raised

The Company has a tax sharing liability to the Bank which exceeds
operating cash at the Company level.  The Company used its cash
available at the holding company level to pay a substantial
portion of this liability pursuant to the terms of the Tax
Allocation Agreement between the Bank and the Company on March 30,
2012, and does not have cash available to pay its operating
expenses.  Additionally, the Company is in default under the terms
of a $5 million line of credit with another financial institution
lender.

"Due to the regulatory cease and desist order that is in effect,
the Bank is not allowed to make distributions to the Company
without regulatory approval, and that approval is not likely to be
given.  Accordingly, the Company will not be able to meet its
payment obligations within the foreseeable future unless the
Company is able to secure new capital.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.

Crowe Horwath LLP, in Costa Mesa, California, expressed
substantial doubt about the Company's ability to continue as a
going concern following the annual results for the year ended
Dec. 31, 2011.

                        Bankruptcy Warning

"There can be no assurance our recapitalization plan will be
achieved on the currently contemplated terms, or at all.  If we
are unable to raise capital, we plan to continue to shrink assets
and implement other strategies to increase earnings.  Failure to
maintain capital sufficient to meet the higher capital
requirements could result in further regulatory action, which
could include the appointment of a conservator or receiver for the
Bank.  The Company or its creditors could also initiate bankruptcy
proceedings."


BROADVIEW NETWORKS: Court Approves Plan of Reorganization
---------------------------------------------------------
Broadview Networks disclosed that its financial restructuring plan
was approved by the United States Bankruptcy Court for the
Southern District of New York.  This plan, which was supported by
an overwhelming majority of Broadview Networks' stakeholders, will
reduce the Company's outstanding debt securities by half.
Broadview Networks anticipates final regulatory approvals will be
obtained within the next few weeks.  With this done, it will allow
the company to emerge from bankruptcy in short order, consistent
with the Company's previously announced timeline.

Upon emergence, Broadview Networks will have greatly delivered its
capital structure, reduced its senior secured notes by 50% from
$300 million to $150 million, reduced its annual interest expense
by approximately $18 million, and have access to free cash flow
that will be used for, among other things, general working capital
purposes and growth opportunities.  With this new capital
structure, Broadview's leverage will be below the average level of
its peers. The new debt structure will include a five year term on
the new $150 million senior secured notes and $25 million in exit
financing in the form of a revolving credit facility.

"Our financial restructuring resolves our debt maturity issues and
provides a more appropriate capital structure for the company,"
said Michael K. Robinson, President and Chief Executive Officer of
Broadview Networks.  "I would like to thank all of Broadview's
customers, employees, trading partners, debt and equity
stakeholders and our current board of directors for their
continued support during our restructuring process.  The entire
team at Broadview is excited about our greater financial
flexibility, allowing us to invest in growth opportunities and
further expand our market position in cloud-based services."

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Group, L.L.C.

                      About Broadview Networks

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

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

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

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


BTA BANK: Inks $11.2 Billion Debt Restructuring Deal
----------------------------------------------------
Carol Dean at Dow Jones' Daily Bankruptcy Review reports that
Kazakhstan's third-largest bank by assets, BTA Bank JSC, said
Wednesday that it has agreed terms with its creditors for the
restructuring of $11.2 billion of debt that will help ensure the
viability of the bank.

                          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.


BWAY PARENT: Moody's Reviews 'B2' CFR/PDR for Downgrade
-------------------------------------------------------
Moody's Investors Service placed the B2 corporate family and
probability of default ratings and other instrument ratings of
BWAY Parent Company Inc. under review for downgrade. The review
follows BWAY's announcement on October 2 that it has entered into
a definitive agreement to be acquired by an affiliate of Platinum
Equity in a transaction valued at approximately $1.24 billion. The
transaction is expected to be financed through a combination of
equity contributed from Platinum along with certain members of
management and committed debt financing provided by Bank of
America Merrill Lynch and Deutsche Bank. The amount of new debt
and equity contribution were not disclosed. The transaction is
subject to customary closing conditions, including the expiration
or earlier termination of the Hart-Scott Rodino waiting period.
BWAY expects the transaction to close in the fourth quarter of
2012.

Moody's took the following rating actions:

BWAY Parent Company, Inc.

- Corporate Family Rating, placed under review for possible
   downgrade, currently B2

- Probability of Default Rating, placed under review for
   possible downgrade, currently B2

- US$158.38M 10.125%/10.875% PIK toggle Global Notes due
   11/01/2015, placed under review for possible downgrade,
   currently Caa1 (LGD 6 - 93%)

- Speculative Grade Liquidity Rating, placed under review for
   possible downgrade, currently SGL-2

BWAY Holding Company, Inc.

- US$470.70M Senior Secured Term Loan B due 02/23/2018 ($421.67
   million outstanding), placed under review for possible
   downgrade, currently Ba3 (LGD 2 - 29%)

- US$75.00M Senior Secured Revolving Credit Facility due
   02/23/2016, placed under review for possible downgrade,
   currently Ba3 (LGD 2 - 29%)

- US$205.00M 10.000% Senior Global Notes due 06/15/2018, placed
   under review for possible downgrade, currently B3 (LGD 5 -
   76%)

ICL Industrial Containers ULC/ICL

- US$41.79M Senior Secured Term Loan C due 02/23/2018 ($39.98
   million outstanding), placed under review for possible
   downgrade, currently Ba3 (LGD 2 - 29%)

Ratings Rationale

Moody's review will focus on the financing for the deal, final
capital structure, pro-forma credit metrics, and the company's
strategic and financial plan going forward.

BWAY announced that Platinum Equity intends to keep BWAY Holding
Company's existing 10% senior notes due 2018 outstanding and will
comply with the indenture governing the notes, including obtaining
the consent of the majority of the holders to an amendment of
certain provisions and/or making any required offer to purchase
the notes upon a change of control.

BWAY announced Platinum Equity also intends to refinance BWAY
Parent's existing senior PIK toggle notes due 2015 with the
proceeds of its debt financing. The amount of financing was not
disclosed.

Under the terms of the agreement, Platinum Equity will acquire
BWAY Parent Company, Inc from funds managed by Madison Dearborn
Partners, LLC via a merger. Senior executives of the company and a
number of other employees will invest in the transaction alongside
Platinum.

The principal methodology used in rating BWAY was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 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.


CALIFORNIA: Cumberland CIO Calls Bankruptcies 'Spreading Disease'
-----------------------------------------------------------------
Carla Main, substituting for Bloomberg bankruptcy columnist Bill
Rochelle, reports that David Kotok, chief investment officer at
Cumberland Advisors said municipal bankruptcies in California,
where three cities have filed for protection from creditors since
June, are a spreading "disease" in the state.  In Atwater, a city
of 28,000 southeast of San Francisco, the council was set to vote
Oct. 3 on declaring a fiscal emergency, which would allow it to
follow Stockton, San Bernardino and Mammoth Lakes into bankruptcy.

According to the report, cities in the most-populous U.S. state
can make such declarations to bypass mediation with creditors
before a Chapter 9 filing.  Across California, the recession that
ended in 2009 and the foreclosure crisis have depleted property-
tax revenue even as municipalities are burdened with rising costs.

"In California, we have a disease, and the disease is spreading,"
Mr. Kotok said Oct. 3 at the State & Municipal Finance Conference
hosted by Bloomberg Link in New York. "I suspect we're going to
see wholesale warnings and downgrades" among issuers in the state,
he said.

The report relates that Moody's Investors Service said in August
that California cities may face "across-the-board rating
revisions" because of the volatile real-estate economy and a
"hands-off" policy on local finances.  Atwater, situated among
Merced County's dairies and almond groves about 100 miles (160
kilometers) from San Francisco, has a $3.3 million deficit that
may leave it insolvent by year-end, according to budget documents.

The report notes that under a new state law, cities seeking
bankruptcy protection must first declare a fiscal emergency or
hold talks with creditors through a mediator.  They can file for
court protection if mediation doesn't bring a resolution in 60
days or if the city runs out of money.  Mr. Kotok helps manage
about $2.1 billion as chief investment officer of Sarasota,
Florida-based Cumberland.


CANNERY CASINO: S&P Raises Corp. Credit Rating to 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Las Vegas-based Cannery Casino Resorts LLC (Cannery) to
'B' from 'B-' and removed the rating from CreditWatch, where it
had been listed with positive implications on Sept. 13, 2012. The
rating outlook is stable.

"At the same time, we assigned Cannery's new $425 million first-
lien credit facilities an issue-level rating of 'BB-' with a
recovery rating of '1', indicating our expectation for very high
(90% to 100%) recovery for lenders in the event of a payment
default. The facility consists of a $40 million senior secured
revolving credit facility due 2017 and a $385 million senior
secured term loan due 2018," S&P said.

"In addition, we assigned Cannery's $165 million second-lien
senior secured term loan due 2019 an issue-level rating of 'CCC+'
with a recovery rating of '6', indicating our expectation for
negligible (0% to 10%) recovery for lenders in the event of a
payment default," S&P said.

"Cannery used proceeds from the new credit facilities to refinance
its existing credit facilities and repay $87.8 million of its
preferred stock. In conjunction with the transaction, $38 million
of the preferred stock was converted to common equity, and there
is no more preferred stock in the capital structure. The $590
million in credit facilities represent an increase of $25 million
from the originally proposed credit facilities. However, our
measure of total debt in the capital structure remains unchanged,
as we viewed the preferred stock as debt," S&P said.

"The upgrade reflects the elimination of near-term covenant and
refinancing concerns, as well as the elimination of Cannery's
preferred stock (which we viewed as debt)," said credit analyst
Michael Halchak.

"Although Cannery will have lower cash interest coverage as a
result of the transaction (moving to the high-1x area from the
mid-2x), over the longer term, we believe this transaction
provides a more manageable capital structure as it eliminates the
preferred stock (which accrued at a 20% rate)," S&P said.


CAPITOL BANCORP: Signs Agreement for Sale to VS CB
--------------------------------------------------
Capitol Bancorp Limited disclosed that it entered into a
securities purchase agreement with VS CB Stock Acquisition, LLC
for the sale of $35 million of Class B common stock and $15
million of Series A Preferred stock, in each case contingent on
the Corporation's emergence from bankruptcy and subject to the
terms and conditions contained in the securities purchase
agreement.

Capitol's Chairman and CEO Joseph D. Reid said, "This transaction
represents a significant step toward the completion of our plan of
reorganization."

Capitol also announced its entry into an asset purchase agreement
with VS CB Asset Acquisition, LLC pursuant to which Capitol will
sell approximately $207 million of nonperforming loans, which is
also contingent upon emergence from bankruptcy and subject to the
terms and conditions contained in the asset purchase agreement,
and represents substantially all of the nonperforming loans of
Capitol's affiliate banks.

                       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.


CCS MEDICAL: Moody's Affirms 'B3' CFR/PDR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service changed CCS Medical, Inc.'s rating
outlook to stable from negative and affirmed all ratings including
the company's B3 corporate family and probability of default
ratings. Concurrently, Moody's affirmed the B3 rating on the
company's first lien term loan and Caa2 rating on the second lien
term loan. The ratings outlook was changed to stable from
negative.

The change in the rating outlook to stable reflects the
improvement in the company's liquidity profile which is now is
considered good. Moody's currently anticipates the company to
maintain a good liquidity position over the next 12 months.
However, if CCS' liquidity were to deteriorate, the ratings
outlook could be changed back to negative or ratings downgraded.
Additionally, the change in the ratings outlook to stable from
negative reflects Moody's projections for improvement in CCS'
credit metrics over the next 12 to 18 months as the company
continues to reap the benefits of its cost saving initiatives and
focuses on growing its customer base.

The following rating actions were taken:

Corporate family rating, affirmed at B3;

Probability of default rating, affirmed at B3;

$147 million first lien term loan, due March 31, 2015, affirmed at
B3 (LGD3, 44%);

$59 million second lien term loan, due March 31, 2016, affirmed at
Caa2; LGD assessment changed to LGD5, 88% from LGD5, 87%.

RATING RATIONALE:

The B3 corporate family rating continues to consider CCS' small
size and revenue concentration by payor (Medicare). Medicare's
competitive bidding program could reduce the company's revenues
over the next two years. Moreover, ongoing cost concerns regarding
reimbursement could put pressure on CCS' profitability. Moody's
notes that many of the company's operating regions were already
impacted in Round 1 of the competitive bidding. At the same time,
the rating reflects low multiple acquisition opportunities created
by the changes in industry dynamics as weaker and less capitalized
competitors struggle with Medicare reimbursement changes. Further,
the B3 corporate family rating considers the projected improvement
in the company's credit metrics including adjusted debt-to-EBITDA
and adjusted (EBITDA less capital expenditures)-to-interest
expense of below 4.0 times and above 1.5 times respectively by the
end of 2013. Additionally, the B3 rating also incorporates the
longer-term growth of CCS key demographic, the elderly diabetic,
that repetitively uses chronic care supplies.

The stable outlook reflects CCS' good liquidity profile, continued
improvement in its operating performance and conservative
financial policies with regards to acquisitions.

The ratings could be downgraded if the company's free cash flow
turns negative on a sustained basis, liquidity profile weakens,
and/or there are additional material declines in Medicare
reimbursement for 2013 or beyond. Additionally, if the company's
revenues were to be impacted by competitive bidding by more than
currently anticipated, the ratings could be downgraded.

The rating could be upgraded if CCS were able to meaningfully
increase revenues, maintain adjusted debt leverage below 4 times
and adjusted interest coverage above 2 times. Additionally, stable
reimbursement environment would support a ratings upgrade.

The principal methodology used in rating CCS Medical, Inc. was the
Global Distribution & Supply Chain Services Industry 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.

CCS Medical, Inc., based in Farmers Branch, Texas, specializes in
supplying diabetes monitoring equipment and other chronic-care
supplies, and is one of the larger suppliers in a highly
fragmented and competitive mail-order supply sector. CCS employs a
direct sales force that markets to physicians rather than directly
to patients, which helps to differentiate the company. The
underlying demand for these supplies is growing due to an aging
population and an increasing number of people with diabetes. The
company reported revenues of $420 million for the twelve months
ended June 30, 2012. CCS Medical is largely owned by Highland
Capital Management, LP.


CLINTON CARDS: American Greetings Buys Stores, Brand
----------------------------------------------------
Carla Main, substituting for Bloomberg bankruptcy columnist Bill
Rochelle, reports that American Greetings Corp. disclosed in an
annual report to the U.S. Securities and Exchange Commission that
it bought stores and financial assets from Clinton Cards Plc, a
U.K. greeting card business in administration, a process similar
to Chapter 11 bankruptcy in the U.S.

According to the report, before entering administration, Clinton
Cards had 750 stores and annual revenue of about $600 million and
had long been one of American Greetings' "largest customers," the
U.S. company said in the SEC filing.  Before the May 9
administration filing, American Greetings, through its unit,
Lakeshore Lending Ltd., purchased all the outstanding senior
secured debt of Clinton for $56.6 million.  An administration
auction was conducted June 7 and Clinton sold some units to
Lakeshore for $37.2 million.  The bid took the form of a "credit
bid" under which American Greetings used a portion of the senior
secured debt Clinton owed to Lakeshore to pay the purchase of the
assets, according to the SEC filing.

The Bloomberg report discloses that under the auction agreement,
American Greetings would acquire 400 stores, complete with
inventory and overhead, "as well as the Clinton Cards and related
brands," according to the filing.  The stores and assets that
weren't acquired remain subject to the U.K. administration
proceeding.  It's anticipated these assets "will be liquidated,"
American Greetings said in its filing.

Based in Cleveland, Ohio, American Greetings Corporation (NYSE:AM)
is engaged in the design, manufacture and sale of everyday and
seasonal greeting cards, and other social expression products.


CONTINENTAL AIRLINES: S&P Retains 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'A-'(sf) rating to
Continental Airlines Inc.'s series 2012-2 Class A pass-through
certificates with an expected maturity of Oct. 29, 2024, and its
'BBB-'(sf) rating to Continental's series 2012-2 Class B pass-
through certificates with an expected maturity of Oct. 29, 2020.
The final legal maturities will be 18 months after the expected
maturity. Continental is issuing the certificates under a Rule 415
shelf registration. S&P had assigned preliminary ratings Sept. 19,
2012.

"The 'A-'(sf) and 'BBB-'(sf) ratings are based on the consolidated
credit quality of Continental's parent, United Continental
Holdings Inc. (B/Stable/--); substantial collateral coverage by
good-quality aircraft; and the legal and structural protections
available to the pass-through certificates. The company will use
proceeds of the offerings to finance 2012 and 2013 deliveries of
18 Boeing B737-900ER (extended range) aircraft and three new
Boeing B787-8s. Each aircraft's secured notes are cross-
collateralized and cross-defaulted--a provision we believe
increases the likelihood that Continental would affirm the notes
(and thus continue to pay on the certificates) in bankruptcy," S&P
said.

RATINGS LIST
Continental Airlines Inc.
Corporate credit rating                        B/Stable/--

New Ratings
Continental Airlines Inc.
Equipment trust certificates
  Series 2012-1 Class A pass-thru certs         A-(sf)
  Series 2012-1 Class B pass-thru certs         BBB-(sf


COSSMO CRANE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Cossmo Crane & Rigging Services, LLC
        aka Texas Valley Crane
        13339 Lyndonville Drive
        Houston, TX 77041

Bankruptcy Case No.: 12-37419

Chapter 11 Petition Date: October 1, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Calvin C. Braun, Esq.
                  ORLANDO & BRAUN LLP
                  3401 Allen Parkway, Suite 101
                  Houston, TX 77019
                  Tel: (713) 521-0800
                  Fax: (713) 521-0842
                  E-mail: calvinbraun@orlandobraun.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Teresita R. Perez, member.


CONSTRUCTION SUPERVISION: Court Rejects Plan Outline
----------------------------------------------------
Bankruptcy Judge Randy D. Doub denied approval of the disclosure
statement and supplemental documents filed by Construction
Supervision Services, Inc.  Judge Doub said the Disclosure
Statement and the Supplement do not provide adequate information
within the meaning of 11 U.S.C. Sec. 1125(a).  The Court requires
the Debtor to file a second disclosure statement on or before
Oct. 25, 2012.

The United States Bankruptcy Administrator, Branch Banking & Trust
Company, Ferguson Enterprises, Inc., May Heavy-Equipment Rental &
Sales, Inc., FSC II, LLC d/b/a Fred Smith Company, Cincinnati
Insurance Company, Mack Industries, Inc., Doster Construction
Company, EPOCH Properties, Currie Hauling, Inc., Keystone
Transport Company, Inc., Sitescapes, LLC/Venture Engineering,
P.A., Southern Garden, Inc., Stay-Right Precast Concrete, Inc.,
The Lane Construction Corporation d/b/a Rea Contracting,
Caterpillar Financial Services d/b/a FCC Equipment Financing, and
CCA Financial LLC, filed objections to the Debtor's Chapter 11
Plan of Reorganization and the Disclosure Statement. BB&T filed a
motion to continue the hearing on the Debtor's Chapter 11 Plan and
Disclosure Statement on Sept. 25, 2012. The Court conducted a
hearing on Sept. 26, 2012, in Wilson, North Carolina to consider
the motion to continue, the Disclosure Statement and the
Supplement.

The Court said the second disclosure statement should provide
information that was provided to the capital investor, including
financial statements of Triton Sitework Development, LLC, and
information relating to the financial strength of Triton, so
creditors can properly evaluate whether the anticipated merger is
in their best interest.  The Court said the second disclosure
statement should provide an administrative expense analysis going
forward, including cash flow projections, what administrative
expenses remain unpaid, and other projected expenses going
forward.  Finally, the second disclosure statement should provide
a basis for the projections provided in the Supplement.  Most of
all, the second disclosure statement should disclose the facts
regarding the existence of a merger, sale, or contract with
Triton, which will be effective upon confirmation, rather than the
hope that a deal and financing will be obtained only if the Court
will confirm the Plan.

BB&T is the primary secured creditor of the Debtor pursuant to
four promissory notes.  BB&T is secured by the Debtor's real
property, accounts receivable, general intangibles, supporting
obligations and products thereof. The total amount of unpaid
principal and interest outstanding under the promissory notes on
the petition date was $1,265,868.55, exclusive of attorneys' fees,
costs, and postpetition interest.

Multiple lien claimants have filed claims of lien upon funds and
claims of lien upon real property pursuant to Chapter 44A of the
North Carolina General Statutes.

The Debtor has significant administrative claims related to unpaid
postpetition equipment lease obligations, the most significant
being that of CCA Financial, LLC.  At the hearing, the Debtor
represented that the total amount of administrative claims is
approximately $617,000 with CCA claiming approximately $317,508.79
of that amount.

The Creditors object to the Disclosure Statement on the grounds
that it fails to provide enough adequate information as required
by 11 U.S.C. Sec. 1125.

A copy of the Court's Oct. 1, 2012 Order is available at
http://is.gd/yFjWgSfrom Leagle.com.

             About Construction Supervision Services

Construction Supervision Services Inc. operates a full service
construction company.  The Debtor primarily performs utility and
site work on projects in eastern and central North Carolina.
Based in Garner, North Carolina, Construction Supervision
Services filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-00569) on Jan. 24, 2012. Judge Randy D. Doub presides over the
case.  William P. Janvier, Esq., at Janvier Law Firm, PLLC,
serves as the Debtor's counsel.  The Debtor scheduled assets of
$8,203,552 and liabilities of $8,976,014.  The petition was signed
by Jeremy Spivey, president.


CONSTRUCTION SUPERVISION: Monson Oil Meted With $500 Sanction
-------------------------------------------------------------
Bankruptcy Judge Randy D. Doub granted the Motion to Hold Monson
Oil Company, Inc. in Contempt of Court for Violation of Automatic
Stay filed by Construction Supervision Services, Inc.

Construction Supervision Services contracted post-petition with
Monson Oil Company to provide fuel for its construction equipment.
Under the terms of the contract, Monson provided the Debtor with
fuel tanks that it filled based on the Debtor's fuel needs. Though
Monson's accounting system listed the Debtor's payments as due
10 days from delivery, generally Monson expected payment for
deliveries weekly.  Fuel was to be delivered to the Debtor and the
amount owed was to be calculated weekly at close of business on
Tuesday afternoon.  Monson would then submit an invoice to the
Debtor via email on Wednesday.  The Debtor was to have a check
ready for Monson's delivery driver to pick up on Thursday at the
scheduled delivery time.

Generally, the Debtor made a check available to Monson's driver
every Thursday when he made his delivery.  However, on the date
the Debtor alleges Monson violated the stay, the Debtor failed to
provide the driver with a check at the time of delivery.  Finch
Monson, manager of Monson as of June 28, 2012, testified that his
driver informed him that the Debtor did not have a check ready for
the previous week's deliveries.  Upon learning no check was ready,
Mr. Monson called the Debtor and spoke with the President, Jeremy
Spivey. Mr. Monson informed Mr. Spivey that if payment was not
made, Monson would lock or disable the fuel pumps pending payment.
Mr. Spivey informed Mr. Monson that he would deliver a check on
June 28 but the funds may not be available for deposit until later
that afternoon.  The two agreed that Monson's driver would return
to the Debtor's office to pick up the check and Mr. Spivey would
contact Mr. Monson when the funds were available for deposit. Mr.
Monson stated that he would have the fuel pumps disabled until he
received notice that the funds were available. Mr. Monson
contacted a third party contractor, C-Store Services, to disable
the fuel pumps at roughly 10:00 on the morning of June 28, 2012.

Sometime later that same afternoon, Mr. Monson received notice
that the fuel pumps had been disabled. Subsequently, at roughly
4:30 that afternoon, Mr. Monson received notice from Mr. Spivey
that the funds were available and the check could be deposited.
Mr. Spivey then contacted Mr. Monson to find out when the fuel
pumps would be operational again. Mr. Monson informed him he would
have the contractor enable them as soon as possible, but it would
not likely occur until the following morning.  Mr. Spivey
requested that the pumps be operational by 6:00 the following
morning.

On the morning of June 29, 2012, around 6:00 am, the Debtor's
drivers arrived at the office location to refuel trucks and
equipment.  When the drivers attempted to refuel, they discovered
the fuel pumps were not operational. The drivers were instructed
to use hand pumps to fuel their vehicles.  Mr. Spivey testified
the employees became concerned about the situation and questioned
whether they were stealing fuel by using hand pumps to pump it
from the tanks. Mr. Spivey testified that several drivers were
late to their job sites because of the delay in refueling. Mr.
Spivey explained most job owners required the Debtor to be at the
job site by 7:00 am every morning, so the delay affected several
construction jobs. Furthermore, Mr. Spivey stated the events had a
negative effect on employee morale and fueled rumors that the
Debtor was unable to pay its debts throughout the construction
industry as employees discussed the problems with other
construction crews.

Mr. Monson testified that on June 29, 2012, at his direction, an
employee from C-Store Services went directly to the Debtor's
location before reporting to work and reassembled the pumps.
Mr. Monson testified he received confirmation from C-Store
Services that the pumps were operational at approximately 7:45 am
on June 29.

Neither Mr. Monson nor Mr. Spivey could accurately estimate the
amount of fuel remaining in the tanks at the time they were
disabled. However, Mr. Monson testified he believed the tanks were
each approximately one-quarter full at the time they were
disabled.  Further, Mr. Monson testified that had the Debtor not
remitted payment on June 28, 2012 he eventually would have taken
action to repossess the fuel remaining in the tanks.

The Debtor requests the Court hold Monson in contempt for its
actions as they were in violation of the automatic stay.  In
particular, the Debtor asserts Monson violated 11 U.S.C. Sec.
362(a)(3) by exercising control over property of the estate.  The
Debtor contends that as a result of Monson's actions, it was
unable to fuel trucks and equipment in a timely manner, which
caused delays in business on June 29 and negatively impacted
employee morale.  The Debtor requests sanctions in the amount of
$29,559.43, the exact amount of the allowed administrative expense
claim in favor of Monson in the Debtor's bankruptcy case.

Monson argues it should not be held in contempt for violation of
the automatic stay as its actions were based on a post-petition
contract between the Debtor and Monson and did not violate the
stay.  Monson argued its actions did not rise to the level of
willful and knowing violations of the automatic stay because it
was unaware the stay applied to contracts formed post-petition.

In granting the Debtor's Motion, the Court noted that Monson took
expedient action to remedy the violation of the automatic stay,
which limited the Debtor's damages.  Therefore, the Court finds
the Debtor is entitled to sanctions in the amount of $500.
Additionally, the Debtor's attorney, William Janvier, is entitled
to attorneys' fees of $1,000 for filing and prosecuting the
Motion.  The sanctions and attorneys' fees will offset Monson's
administrative expense claim of $29,559.  Monson's administrative
expense claim pursuant to 11 U.S.C. Sec. 503(b)(9) will be reduced
by $1,500 and therefore be allowed in the amount of $28,059.

A copy of the Court's Sept. 26, 2012 Order is available at
http://is.gd/Sdd8QPfrom Leagle.com.

             About Construction Supervision Services

Construction Supervision Services Inc. operates a full service
construction company.  The Debtor primarily performs utility and
site work on projects in eastern and central North Carolina.
Based in Garner, North Carolina, Construction Supervision
Services filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-00569) on Jan. 24, 2012. Judge Randy D. Doub presides over the
case.  William P. Janvier, Esq., at Janvier Law Firm, PLLC,
serves as the Debtor's counsel.  The Debtor scheduled assets of
$8,203,552 and liabilities of $8,976,014.  The petition was signed
by Jeremy Spivey, president.


CROWN CASTLE: Fitch Rates $1.65BB Unsecured Debt Offering 'BB-'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Crown Castle
International Corp.'s (CCIC) $1.65 billion unsecured senior notes
due 2023.  The company intends to use the net proceeds from the
notes offering, together with cash on hand and funds from its
revolving credit facility, to finance its towers acquisition from
T-Mobile USA, Inc. The Rating Outlook is Stable.

Crown's ratings are supported by strong recurring cash flows
generated from its leasing operations, a robust EBITDA margin that
should continue to increase through new lease-up opportunities,
and the scale of its tower portfolio.  The substantial operational
scale provided by its large tower portfolio combined with
favorable wireless demand characteristics should translate into
sustainable operating performance and free cash flow (FCF) growth
over the longer term.  As a result, Crown maintains significant
flexibility with prioritizing the use of its liquidity and
discretionary cash flow.

Leverage pro forma for the acquisition would increase to the mid-
6x range.  This is materially outside of Fitch's current range for
Crown's 'BB' rating.

Fitch expects Crown to de-lever through a mix of cash flow growth
and debt reduction in the next 12 to 15 months after the
transaction closes.  This should improve credit protection
measures to back within rating expectations.  Fitch projects
leverage to be approximately 6x or lower by the end of 2013.  Any
deviation from the expected deleveraging path would likely result
in Fitch taking a negative rating action.

Fitch views Crown's liquidity position as solid. However, Crown is
expected to use a significant portion of its liquidity to fund the
acquisition.  Crown has meaningful FCF generation, balance sheet
cash, and favorable maturity schedule relative to available
liquidity.  Cash, excluding restricted cash, was $96 million as of
June 30, 2012.  For the LTM ending March 31, 2012, FCF was
approximately $278 million.  Crown spent $391 million on capital
during this period with approximately $200 million allocated for
land purchases, which is discretionary in nature.

For 2012, Crown expects adjusted funds from operations of
approximately $850 million.  The next large maturity is not until
2015 when $1.7 billion of notes come due including three tranches
of securitized debt.  Common stock repurchases have been scaled
back, totaling $36 million for the first two quarters of 2012
compared to $193 million a year ago.

As of June 30, 2012, Crown had full availability on its $1 billion
senior secured revolving credit facility maturing in 2017.  Fitch
expects Crown will pay down the facility post the transaction
closing to restore availability under the revolver.  The financial
covenants within the credit agreement are more restrictive than in
the past.  This is evident in total net leverage ratio, which is
6.0x compared to 7.5x, and consolidated interest coverage of 2.5x
compared to 2.0x.  The financial leverage covenant has an
additional stepdown to 5.5x in 2014.  The credit agreement also
has security fallaway provisions in the event CCIC achieves
investment grade ratings.

What Could Trigger a Rating Action

Negative: Fitch believes Crown's leverage is outside of the
current expectations for the 'BB' rating category as a result of
the acquisition. Future developments that may, individually or
collectively, lead to Fitch taking a negative rating action
include:

  -- If Crown does not deleverage the company below 6x in the next
     12-to-15 months; or
  -- If Crown makes additional material acquisitions that are debt
     financed.

Positive: Fitch believes Crown's longer-term ratings have upward
potential from further operational and credit profile
improvements.  In the 2015-2016 timeframe, Crown has indicated the
potential for a REIT conversion.  Future developments that may,
individually or collectively, lead to Fitch taking a positive
rating action include:

  -- The stability and operating leverage within its leasing
     operations;
  -- Growth in broadband data leading to increased lease-up
     opportunities;
  -- Maintaining less aggressive financial policies than in the
     past; and
  -- If Crown continues to following the potential path of a REIT
     conversion and materially de-levers the company.

Fitch's ratings for Crown include:

Crown Castle International Corp. (CCIC)

  -- IDR at 'BB';
  -- Senior unsecured debt at 'BB-'.

Crown Castle Operating Company (CCOC)

  -- IDR at 'BB';
  -- Senior secured credit facility at 'BB+'.

CC Holdings GS V LLC (GS V)

  -- IDR at 'BB';
  -- Senior secured notes at 'BBB-'.




CROWN CASTLE: Moody's Rates $1.65-Bil. Sr. Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Crown Castle
International Corp.'s proposed $1.65 billion senior unsecured
notes due 2022. New issue proceeds are expected to be used to
partially fund the company's $2.4 billion acquisition of the
rights to lease and operate up to 7,180 towers from T-Mobile USA,
Inc., a subsidiary of Deutsche Telekom, AG, anticipated to close
later this year. As part of this rating action, Moody's upgraded
the ratings on the senior secured credit facilities at Crown
Castle Operating Company ("CCOC") to Ba2 from Ba3 and the rating
on the secured notes at CC Holdings GS V LLC ("CC Holdings") to
Baa2 from Baa3 to reflect the expected change in the composition
of the capital structure. Moody's affirmed CCIC's Corporate Family
Rating (CFR) and Probability of Default Rating (PDR), both at Ba2,
as well as the SGL-1 Speculative Grade Liquidity Rating. However,
Moody's cautioned that the SGL-1 rating could experience downward
pressure to the extent the company draws $750 million or more
under the revolver to partially fund the T-Mobile transaction. The
rating outlook is stable.

Since the transaction is neutral to CCIC's credit profile, the CFR
and PDR remain unchanged. However, because this financing
significantly increases senior unsecured debt at the CCIC parent
entity (the most junior debt in the capital structure) relative to
the debt residing at the operating subsidiaries, the secured
obligations at CCOC and CC Holdings were upgraded by one notch as
they will now absorb a lesser proportion of the losses in a
distressed scenario under Moody's Loss Given Default Methodology.
The assigned ratings are subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's.

Ratings Assigned:

  Issuer: Crown Castle International Corp.

$1.65 Billion Senior Notes due 2022 -- B1 (LGD-5, 89%)

Ratings Upgraded:

  Issuer: Crown Castle Operating Company

$1.0 Billion Senior Secured Revolver due September 2013, to Ba2
(LGD-4, 59%) from Ba3 (LGD-4, 68%)

$500 Million Senior Secured Term Loan A due January 2017, to Ba2
(LGD-4, 59%) from Ba3 (LGD-4, 68%)

$1.6 Billion Senior Secured Term Loan B due January 2019, to Ba2
(LGD-4, 59%) from Ba3 (LGD-4, 68%)

  Issuer: CC Holdings GS V LLC

$946 Million 7.75% Senior Secured Notes due May 2017, to Baa2
(LGD-2, 11%) from Baa3 (LGD-2, 14%)

Ratings Affirmed:

  Issuer: Crown Castle International Corp.

Corporate Family Rating -- Ba2

Probability of Default Rating -- Ba2

Speculative Grade Liquidity Rating -- SGL-1

$789 Million 9% Senior Notes due January 2015 -- B1, LGD
assessment revised to (LGD-5, 89%) from (LGD-6, 93%)

$498 Million 7.125% Senior Notes due November 2019 -- B1, LGD
assessment revised to (LGD-5, 89%) from (LGD-6, 93%)

RATINGS RATIONALE

CCIC's Ba2 CFR reflects the company' s position as the leading
independent wireless tower operator in the US with a strong
operational profile and the ability to generate significant free
cash flow despite the recent resumption of share repurchase
activity. The Ba2 CFR also reflects the significant proportion of
revenue that CCIC derives under contractual agreements with the
largest US wireless carriers. This affords visibility and
stability in the company's revenue stream as evidenced by the 10%
year-over-year revenue growth witnessed in the twelve-month period
ended June 30, 2012, against the backdrop of a weakening
macroeconomic environment. Moody's believes that the fundamentals
and growth trends for the wireless tower sector are likely to
remain favorable through the next several years. Moody's believes
this allows the business model to manage with moderately more
leverage than traditional telecommunications companies.

Nonetheless, CCIC's Ba2 rating continues to be constrained by the
high absolute debt load, which will increase as a result of this
note offering and subsequent borrowings under its credit
facilities to finance the T-Mobile transaction. Moody's estimates
that the resulting debt balances will increase pro forma total
debt to EBITDA (includes Moody's standard adjustments and T-Mobile
LTM EBITDA) to around 7.7x from about 7x (as of June 30, 2012).
While this is somewhat higher than the 7.5x downgrade trigger that
Moody's has previously articulated, Moody's expects industry
fundamentals to remain strong and leverage to trend lower and
return to a range of 6.8x to 7.3x by year end 2013 from a
combination of EBITDA expansion and repayment of revolver
borrowings.

As a result of the T-Mobile transaction, Moody's believes it will
now take CCIC until mid-2015 to target adjusted total debt to
EBITDA leverage below the 6x range, with the ability to further
de-lever to below 5x by 2016, barring another sizable debt-
financed acquisition. Since the soon-to-be acquired T-Mobile
properties have a lower average tenancy ratio of 1.6 tenants per
tower, compared to an average tenancy of 3 for CCIC's towers, the
company's EBITDA margins will be pressured over the near term.
However, the T-Mobile towers have capacity to add at least one
tenant and provide additional network services without incremental
capital expenditures, which will lead to higher EBITDA and cash
flow generation per tower once more wireless carriers are added.
Moody's believes this will take one to two years.

CCIC's Ba2 rating also incorporates the company's exposure to
technology network shifts such as the pending shutdown of the iDen
network by Sprint and possibility of further carrier consolidation
in the US. This risk is offset in the near term by the firm
contracts that CCIC has with the largest wireless carriers and by
increasing revenue from the current upgrade cycle as carriers
install new cell site equipment and augment their existing
equipment associated with the rollout of fourth generation
(4G)/LTE wireless networks across their markets.

Over the next twelve months, Moody's expects CCIC will exhibit
very good liquidity (SGL-1) supported by free cash flow generation
of around $400 million, covenant compliance and access to a $1
billion secured revolving credit facility maturing January 2017
that is currently undrawn. Moody's notes that a substantial
drawdown of $750 million or more under the revolver to partially
fund the T-Mobile acquisition could result in downward pressure on
the SGL-1 liquidity rating. To the extent revolver capacity is
utilized, Moody's expects CCIC to refrain from stock repurchases
and use free cash flow to repay revolver debt, and/or refinance
any remaining outstanding amounts over the twelve months following
closing of the transaction to restore revolver availability. CCIC
has no material debt maturities until 2015 when roughly $1.4
billion of debt obligations contractually come due.

In rating CCIC's debt instruments, Moody's has taken a forward
look with respect to the composition and specific levels of debt
at the company's various legal entities. Since CCIC is a first-
tier parent holding company and the debt issued at this entity
does not benefit from upstream operating company guarantees, it is
structurally subordinated to the debt residing at CCOC and CC
Holdings, two wholly-owned operating subsidiaries. Given that this
financing will be issued at CCIC, the one-notch upgrade on the
CCOC senior secured credit facilities to Ba2 (LGD-4, 59%) and the
one-notch upgrade on secured notes at CC Holdings to Baa2 (LGD-2,
11%) reflect the lower loss absorption that these classes of debt
will now sustain relative to the increased liabilities at CCIC in
a distressed scenario under Moody's Loss Given Default
Methodology. To the extent the secured revolving credit facility
residing at CCOC is drawn to fund the T-Mobile purchase, it is
likely that permanent debt financing issued at a different legal
entity will be used to refinance this debt. This may cause further
changes in the composition of the capital structure and lead to
near-term ratings volatility among the individual instruments.

Rating Outlook

The rating outlook is stable, reflecting expectations of continued
EBITDA and cash flow expansion that will support improvement in
the company's credit profile and leverage metrics over the rating
horizon. CCIC's solid operating performance, visible revenue
growth via a significant backlog of contractual rents and
increasing customer demand are expected to maintain the stable
rating outlook.

What Could Change the Rating - Down

The ratings may face downward ratings pressure if weakening
industry fundamentals or a return to more aggressive financial
policies (e.g., return of capital to shareholders via share
repurchases) result in the following Moody's adjusted key credit
metrics on a sustained basis: total debt to EBITDA approaching
7.5x, (EBITDA-Capex)/Interest trending under 1.5x and free cash
flow to adjusted total debt in the low single digits.

What Could Change the Rating - Up

Despite the increase in pro forma leverage resulting from the
pending T-Mobile acquisition, Moody's expects the de-leveraging
trend to continue, and further upward ratings migration would be
dependent upon CCIC allocating a significant portion of free cash
flow generation towards absolute debt reduction. Quantitatively,
upwards rating pressure may develop if CCIC manages its capital
structure to the following Moody's adjusted key credit metrics on
a sustained basis: total debt to EBITDA trending towards 6x,
(EBITDA-Capex)/Interest exceeding 2x and free cash flow to
adjusted total debt in the high single digits.

The principal methodology used in rating Crown Castle
International Corp. was Global Communications Infrastructure
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.

With headquarters in Houston, Texas, Crown Castle International
Corp., through its wholly-owned operating subsidiaries, is the
largest independent operator of wireless tower assets in the
United States. The firm derives approximately 88% of its revenue
by leasing site space on its approximately 24,315 towers and
distributed antenna systems (DAS) networks in the US and Australia
to wireless service providers, with the remaining revenue derived
from its services business, which provides network services
relating to sites or wireless infrastructure for customers.
Revenue was approximately $2.2 billion for the twelve months ended
June 30, 2012.

Areference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology.

The V Score for this transaction is assessed as Low/Medium, the
same as the V score assigned to the U.S. Conduit and CMBS sector.
This reflects typical volatility with respect to the critical
assumptions used in the rating process as well as an average
disclosure of securitization collateral and ongoing performance.

Moody's V Scores provide a relative assessment of the quality of
available credit information and the potential variability around
the various inputs to a rating determination. The V Score ranks
transactions by the potential for significant rating changes owing
to uncertainty around the assumptions due to data quality,
historical performance, the level of disclosure, transaction
complexity, the modeling, and the transaction governance that
underlie the ratings. V Scores apply to the entire transaction
(rather than individual tranches).

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 14%, and 22%, the model-indicated rating for the currently
rated junior Aaa class would be Aaa, Aa2, Aa3, respectively.
Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time; rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.


CROWN CASTLE: S&P Rates New $1.65-Bil. Sr. Unsecured Notes 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
and '6' recovery ratings to Crown Castle International Corp.'s
$1.65 billion proposed senior unsecured notes issue. The company
intends to use the proceeds to partially fund the recently
announced acquisition of rights to about 7,200 T-Mobile USA
wireless towers. "At the same time, we revised the recovery rating
on subsidiary Crown Castle Operating Co.'s credit facilities to
'3' from '4'. The '6' recovery rating reflects our expectations
for negligible (0%-10%) recovery of principal in the event of
payment default and the '3' recovery rating reflects expectations
for meaningful (50%-70%) recovery. The issue-level rating on the
credit facilities remains 'B+'. All other ratings on the company
and its related entities remain unchanged," S&P said.

"The revision to the recovery rating on the credit facilities
reflects our assumption under our default scenario that there will
be a larger pool of unencumbered assets due to the additional of
the T-Mobile towers. In our recovery analysis, we assume that a
limited number of the T-Mobile towers remain unencumbered, with
the rest used as collateral for future debt issuances," S&P said.

"On Oct. 2, 2012, were revised our rating outlook on Crown Castle
to stable from positive as a result of our expectation of high
leverage associated with the T-Mobile tower transaction. We also
affirmed our 'B+' corporate credit rating and all issue-level
ratings on the company," S&P said.

RATINGS LIST

Crown Castle International Corp.
Corporate Credit Rating           B+/Stable/--

New Ratings

Crown Castle International Corp.
Senior Unsecured
  $1.65 bil. proposed nts          B-
   Recovery Rating                 6

Issue Rating Unchanged; Recovery Rating Revised
                                   To             From
Crown Castle Operating Co.
Credit facilities                 B+             B+
   Recovery Rating                 3              4


DALLAS ROADSTER: Wants to Hire CL McDade as Real Estate Appraiser
-----------------------------------------------------------------
IEDA Enterprise, Inc., and Dallas Roadster, Limited, ask the
Bankruptcy Court for authorization to employ Lance McDade of the
firm C.L. McDade & Company as an appraiser.

C.L. McDade & Company has been engaged in the valuation of
commercial properties for over 20 years.  The Debtor has selected
Lance McDade to appraise the values of the real properties
belonging to the Estate.

C.L. McDade & Company agrees to prepare appraisals of the real
properties belonging to the Estates at these rates:

     a. 0.8600 Gross Acres of Vacant Land
        Southwest Corner of K Avenue and 10th Street
        Plano, Texas
        $1,200

     b. Existing Automobile Dealership Facility
        404 North Central Expressway
        Plano, Texas
        $2,000

     c. Single Tenant Automotive Repair Facility
        905 K Avenue
        Plano, Texas
        $2,500

     d. Existing Automobile Dealership Facility
        825 K Avenue
        Plano, Texas
        $2,500

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

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster estimated $10
million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DALLAS ROADSTER: Wants to Retain Terrence Leung as Accountant
-------------------------------------------------------------
IEDA Enterprise, Inc., and Dallas Roadster, Limited, ask the
Bankruptcy Court for authorization to employ Terrence K. Leung as
accountant, nunc pro tunc to the Petition Date.

Mr. Leung has been the Debtors' certified professional accountant
(CPA) since 1998, over which time Mr. Leung has provided general
accounting services, including bookkeeping and tax return and
financial statement preparation.  The Debtor has selected Mr.
Leung to continue to provide the Debtor with accounting services
because of Mr. Leung's familiarity with Debtor and his
demonstrated ability to perform such services.

The terms of Mr. Leung's employment are that Mr. Leung will serve
as the Debtors' accountant at the hourly rate of $200.

Mr. Leung has provided consultation to the Debtors post-petition
and has assisted in the preparation of monthly operating reports
and monthly budgets.  However, the Debtors' previous counsel,
Robert DeMarco, apparently overlooked the necessity of seeking
approval of Mr. Leung's employment within 30 days after he began
providing services to the Estate.

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

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster estimated $10
million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DYNEGY HOLDINGS: Suspending Filing of Reports with SEC
------------------------------------------------------
Dynegy Holdings, LLC, filed with the U.S. Securities and Exchange
Commission a Form 15 notifying of its suspension of its duty under
Section 15(d) to file reports required by Section 13(a) of the
Securities Exchange Act of 1934 with respect to its:

  -- 8.750% Senior Notes due 2012

  -- 7.50% Senior Unsecured Notes due 2015

  -- 8.375% Senior Unsecured Notes due 2016

  -- 7.125% Senior Debentures due 2018

  -- 7.75% Senior Unsecured Notes due 2019

  -- 7.625% Senior Debentures due 2026

  -- Series B 8.316% Subordinated Deferrable Interest Debentures
     due 2027

  -- Guarantee of NGC Corporation with respect to the Series B
     8.316% Subordinated Capital Income Securities of NGC
     Corporation Capital Trust I

  -- Guarantees of Lease Payments pursuant to the 7.27% Series A
     Pass Through Trust Certificates and 7.67% Series B Pass
     Through Trust Certificates of Dynegy Danskammer, L.L.C., and
     Dynegy Roseton, L.L.C.

There was no holder of Securities as of Oct. 1, 2012.

                            About Dynegy

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

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

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

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

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

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

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

Dynegy Inc. successfully completed its Chapter 11 reorganization
and emerged from bankruptcy October 1.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.


EMMIS COMMUNICATIONS: Sells Magazines to DRG for $8.7 Million
-------------------------------------------------------------
Emmis Communications Corporation, through its subsidiaries, sold
Country Sampler magazine, Smart Retailer magazine, their related
publications and certain real estate used in their operations, to
subsidiaries of DRG Holdings, LLC, for $8.7 million.  Net proceeds
of $8.5 million were used to reduce amounts outstanding under
Emmis' senior credit facility.  The transaction includes customary
representations, warranties and covenants.  A copy of the Asset
Purchase Agreement is available for free at
http://is.gd/PDt7Zg

                    About Emmis Communications

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

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

                           *     *     *

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

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


EMPIRE RESORTS: Has Option to Lease EPT Property Until Jan. 4
-------------------------------------------------------------
Monticello Raceway Management, Inc., a wholly-owned subsidiary of
Empire Resorts, Inc., entered into an option agreement on Dec. 21,
2011, with EPT Concord II, LLC, which Option Agreement was amended
by letter agreements, dated March 30, 2012, April 30, 2012,
May 30, 2012, and June 29, 2012.

EPT granted MRMI a sole and exclusive option to lease certain EPT
property located in Sullivan County, New York, pursuant to the
terms of a lease negotiated between the parties.

MRMI and EPT entered into a fifth letter agreement amending
certain terms of the Option Agreement.  More specifically, MRMI
and EPT agreed to extend the option exercise period from Dec. 21,
2012, to Jan. 4, 2013.  In addition, the parties agreed to extend
the date by which they would enter into a master development
agreement with respect to the EPT Property from Oct. 1, 2012, to
Oct. 15, 2012.  Except for these amendments, the Option Agreement
remains unchanged and in full force and effect.

A copy of the Letter Agreement is available for free at:

                        http://is.gd/zIJtNi

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

The Company reported a net loss of $24,000 in 2011, compared with
a net loss of $17.57 million in 2010.

The Company's balance sheet at June 30, 2012, showed $52.83
million in total assets, $27.10 million in total liabilities and
$25.73 million in total stockholders' equity.


EPICEPT CORP: Amends Terms of Convertible Preferred Stock
---------------------------------------------------------
Effective Sept. 26, 2012, EpiCept Corporation (i) amended the
terms of its Series A 0% Convertible Preferred Stock to reduce the
Conversion Price thereof from $0.20 to $0.08, and (ii) amended the
terms of its Series B 0% Convertible Preferred Stock to reduce the
Conversion Price thereof from $0.17 to $0.08.

                      About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

Epicept reported a net loss of $15.65 million in 2011, a net loss
of $15.53 million in 2010, and a net loss of $38.81 million in
2009.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany,
New Jersey, noted that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.

The Company's balance sheet at June 30, 2012, showed $5.30 million
in total assets, $17.85 million in total liabilities and a $12.55
million total stockholders' deficit.


EXPRESS LLC: Moody's Says Lower 3rd Qtr. Guidance Credit Negative
-----------------------------------------------------------------
Moody's Investors Service said that Express' announcement that it
will lower its third quarter guidance has no impact on the stable
outlook or the Ba2 corporate family rating. "We expect the company
to maintain solid credit metrics despite the lower guidance",
stated Mariko Semetko, an Analyst at Moody's. "Express' aggressive
international growth plans remain our key long term concern,"
added Semetko.

Ratings Rationale

The principal methodology used in this rating was Global Retail
Industry 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.

Express LLC, headquartered in Columbus, Ohio, is a specialty
apparel retailer targeting 20 to 30 year old men and women. The
company operates approximately 600 stores in the United States and
seven stores in Canada. It also franchises stores in the Middle
East. Revenues are about $2.1 billion.


FIRST DATA: Obtains $750MM New Loan; Sells $850MM Senior Notes
--------------------------------------------------------------
First Data Corporation inccurred $750 million in new term loans
pursuant to an Incremental Joinder Agreement it entered into on
Sept. 27, 2012.  The Incremental Joinder Agreement relates to the
Credit Agreement, dated as of Sept. 24, 2007, as amended, with
Credit Suisse AG, Cayman Islands Branch, as administrative agent.
The Loans will mature on Sept. 24, 2018.

The interest rate applicable to the 2018B Term Loans is a rate
equal to, at the Company's option, either (a) LIBOR for deposits
in U.S dollars plus 500 basis points or (b) a base rate plus 400
basis points.  The Company used the net cash proceeds from the
incurrence of the 2018B Term Loans to repay a portion of its
outstanding dollar-denominated term loan borrowings maturing in
2014 and to pay related fees and expenses.

A copy of the Joinder Agreement is available for free at:

                        http://is.gd/kEPdM5

On Sept. 27, 2012, First Data issued and sold $850,000,000
aggregate principal amount of additional 6 3/4% Senior Secured
Notes due 2020, which mature on Nov. 1, 2020, pursuant to the
indenture governing the 6 3/4% Senior Secured Notes due 2020 that
were issued on Aug. 16, 2012, by and among the Company, the
guarantors party thereto and Wells Fargo Bank, National
Association, as trustee.  The additional notes are expected to be
treated as a single series with the Existing 6 3/4% Notes and will
have the same terms as those of the Existing 6 3/4% Notes.  The
additional notes and the Existing 6 3/4% Notes will vote as one
class under the Indenture.

The Company used the net proceeds from the issue and sale of the
additional notes to repay a portion of the 2014 Term Loans and to
pay related fees and expenses.

A copy of the First Supplemental Indenture is available at:

                        http://is.gd/409ttf

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

The Company reported a net loss of $336.10 million in 2011, a net
loss of $846.90 million in 2010, and a net loss of $1.01 billion
on $9.31 million in 2009.

The Company's balance sheet at June 30, 2012, showed $40.65
billion in total assets, $37.62 billion in total liabilities,
$67 million in redeemable non-controlling interest and $2.96
billion in total equity.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FIRST UNION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The First Union Baptist Church of Bronx
        aka The First Union Baptist Church of the Bronx
        2064 Grand Concourse
        Bronx, NY 10457

Bankruptcy Case No.: 12-14099

Chapter 11 Petition Date: October 1, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Vincent Cuocci, Esq.
                  LAW OFFICE OF VINCENT CUOCCI, P.C.
                  160 Main Street, Suite 104
                  Sayville, NY 11782
                  Tel: (631) 758-7878
                  Fax: (631) 758-7877
                  E-mail: honestlawyer@verizon.net

Scheduled Assets: $1,379,600

Scheduled Liabilities: $1,245,920

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/nysb12-14099.pdf

The petition was signed by James E. Wilson, Jr., president.


FOUR OAKS: Two N.C. Branches to be Acquired by First Bank
---------------------------------------------------------
First Bancorp, the parent company of First Bank, and Four Oaks
Fincorp, Inc., the parent company of Four Oaks Bank & Trust
Company, Four Oaks, North Carolina, jointly announce that First
Bank has entered into a definitive agreement to purchase the
Southern Pines and Rockingham, North Carolina, branches of Four
Oaks Bank & Trust Company.  The terms of the agreement provide for
First Bank to acquire all of the deposits of each branch
(approximately $64 million in total) and selected performing loans
(approximately $22 million).  First Bank currently has branches in
each of these markets.

The agreement calls for First Bank to purchase the Rockingham
branch building, while the Southern Pines branch facility will not
be sold in this transaction and is expected to be closed by Four
Oaks Bank upon completion of the transaction.  The purchased loans
and assumed deposits currently at the Southern Pines branch will
be initially assigned to First Bank's office located nearby at
Pinecrest Plaza.

The transaction is subject to regulatory approval and is expected
to be completed during the first quarter of 2013.

Jerry Ocheltree, President of First Bank, addressed the customers
of these branches, "We look forward to continuing Four Oaks Bank's
excellent tradition of customer service.  We consider it a
privilege to serve you.  We'll be in touch soon regarding the
details and timing of the transfer of your account to First Bank.
Thank you for the opportunity to serve your banking needs."

Ayden R. Lee, Jr., President of Four Oaks Bank, said, "We
appreciate the opportunity to have served our customers in
Rockingham and Southern Pines.  We have made the strategic
decision to focus our efforts closer to our home office.  You are
in good hands with First Bank."

First Bank was advised by Sandler O'Neill & Partners, L.P., and
Four Oaks Bank & Trust Company was advised by Raymond James &
Associates, Inc.

                          About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$934.53 million in total assets, $904.03 million in total
liabilities, and stockholders' equity of $30.50 million.

The Company reported a net loss of $9.1 million in 2011, compared
with a net loss of $28.3 million in 2010.

The Company said in its quarterly report for the period ended
March 31, 2012, that "The Company and the Bank entered into a
formal written agreement (the "Written Agreement") with the
Federal Reserve Bank of Richmond ("FRB") and the North Carolina
Office of the Commissioner of Banks ("NCCOB") that imposes certain
restrictions on the Company and the Bank, as described in Notes I
and J.  A material failure to comply with the Written Agreement's
terms could subject the Company to additional regulatory actions
and further restrictions on its business, which may have a
material adverse effect on the Company's future results of
operations and financial condition."


GARDA WORLD: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed all of its ratings on
Montreal-based cash logistics and physical security services
provider Garda World Security Corp. from CreditWatch, where they
had been placed with negative implications Sept. 7, 2012. At the
same time, Standard & Poor's affirmed its ratings on Garda,
including its 'B+' long-term corporate credit rating on the
company. The outlook is stable.

"At the same time, we assigned our 'BB' issue-level rating and '1'
recovery rating to the company's proposed US$350 million senior
secured credit facility, consisting of a US$250 million term loan
and a US$100 million revolving credit facility. The '1' recovery
rating indicates our expectations for very high (90%-100%)
recovery for lenders in the event of default. The ratings on the
company's US$250 million and C$175 million senior unsecured notes
due 2019 outstanding are also affirmed and the recovery rating
Unchanged," S&P said.

"We understand that the company is seeking a change-of-control
waiver from bondholders, failing which, the company has made
arrangements with its bankers to repurchase these obligations,"
S&P said.

"The company expects to fund the C$1.1 billion buyout with C$280
million of a new equity contribution from London-based private
equity investor Apax Partners LLP (not rated), C$99 million of
roll-over equity from Garda's management, US$350 million of new
credit facilities, and roll-over of C$437 million senior notes
outstanding. Following this transaction, Apax will have a 74%
interest in Garda; Garda management will hold the remaining 26%
equity interest in the company," S&P said.

"The affirmation reflects our view that the modest increase in
Garda's adjusted debt-to-EBITDA ratio following this transaction
is acceptable to us given our view that the company has a
satisfactory business risk profile," said Standard & Poor's credit
analyst Madhav Hari. "This view is supported by good cash flow
visibility with moderate volatility, which should allow the
company to accommodate and service slightly higher amounts of debt
in the near term," Mr. Hari added.

"We expect Garda to deleverage modestly following this
transaction, from EBITDA growth and modest debt reduction. We also
expect the company's liquidity position to be enhanced as the
currently tight financial covenants are reset and credit facility
maturities are extended," S&P said.

"The ratings will be subject to final review of loan and sponsor
equity documentation. We expect the existing bank facilities to be
refinanced completely with proceeds from the new credit facility.
We will withdraw the ratings on the existing credit facilities
once the proposed transaction is funded and closes, which we
expect to occur by the end of October 2012," S&P said.

"The ratings on Garda reflect what Standard & Poor's considers a
high debt-to-EBITDA ratio and weak cash flow protection measures.
The weaknesses are mitigated in part by the company's solid market
position in its core businesses and high barrier to entry to the
cash logistics segment," S&P said.

"The stable outlook reflects what we view as Garda's good
operating momentum from new business wins and integration of tuck-
in acquisitions, which offer good revenue visibility for its
existing operations. We expect the company to generate mid-single-
digit annual revenue growth and sustain overall margins in the
next couple of years, which should allow it to generate more than
C$40 million of free cash flow annually. Under these parameters,
and even assuming the company remains opportunistic on
acquisitions, we believe Garda can sustain an adjusted debt-to-
EBITDA ratio in the 5x area--a level which we feel is appropriate
for the ratings," S&P said.

"The company's proposed ownership by a private equity investor
constrains the ratings as per our criteria. However, an upgrade
might be possible if ownership changes and financial policy were
to lead to a leverage ratio of below 4x on a sustained basis," S&P
said.

"We could consider a downgrade should adjusted debt to EBITDA
weaken to the 6x area, likely owing to large debt-financed
acquisitions or the loss of significant customer contracts,
particularly in the cash logistics operations, from operational
missteps," S&P said.


GLEBE INC: Emerges From Chapter 11 Bankruptcy Protection
--------------------------------------------------------
The Associated Press reports that parent company Virginia Baptist
Homes says The Glebe emerged from Chapter 11 bankruptcy last week.

AP, citing bankruptcy court filing, says construction delays, the
recession and a weak housing market resulted in a lower-than-
expected occupancy rate between 2005 and 2007.  According to the
report, Virginia Baptist Homes president and CEO Randall Robinson
said The Glebe has emerged from bankruptcy with a stronger
financial foundation.

Daleville, Virginia-based The Glebe, Inc., is a retirement
community with 196 residents.  The Company filed for Chapter 11
bankruptcy protection (Bankr. W.D. Va. Case No. 10-71553) on
June 28, 2010.  Michael E. Hastings, Esq., at Leclair Ryan,
assists the Company in its restructuring effort.  The Debtor
listed assets of $8,510,235 and liabilities of $76,152,728.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
five members to the official committee of unsecured creditors in
the Debtor's Chapter 11 cases.


GEORGIA FORECLOSURE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Georgia Foreclosure Investors, LLC
        635 Goldpoint Trace
        Woodstock, GA 30189

Bankruptcy Case No.: 12-74709

Chapter 11 Petition Date: October 1, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  JONES AND WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: lpineyro@joneswalden.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb12-74709.pdf

The petition was signed by Mark T. Stevenson, president.


GHC NY CORP: Chapter 11 Case Conference Set for Nov. 9
------------------------------------------------------
The Bankruptcy Court will hold a Case Conference in the Chapter 11
case of GHC NY Corp. on Nov. 9, 2012, at 9:45 a.m. at Courtroom
523.

GHC NY Corp. in New York filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 12-14031) on Sept. 25, 2012.  Bankruptcy Judge
Robert E. Gerber oversees the case.  Robert R. Leinwand, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck P.C.  GHC NY
estimated $10 million to $50 million in assets and debts.  The
petition was signed by Robert Romanoff, authorized signatory.

The Debtor is owned by an entity named New Roads Realty Corp.,
which is ran by Robert Romanoff, who signed the Chapter 11
petition.  The Debtor sought Chapter 11 protection after Robert
Romanoff determined that the attempt of Gerald Romanoff to
transfer title to the Company's most valuable asset, the real
property and improvements located at 53-61 Gansevoort Street, new
York, New York, for inadequate consideration, would permanently
impair the Company's ability to pay its debts as they come due.

The resolution authorizing the bankruptcy filing said a pending
foreclosure proceeding against the Manhattan property and the real
property and improvements located at 501-511 Church Avenue,
Brooklyn, New York, without proper defenses thereto may cause
irreparable harm to the company.


GHC NY CORP: Sec. 341 Creditors' Meeting Set for Oct. 25
--------------------------------------------------------
The U.S. Trustee for Region 2 will hold a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) meeting in the Chapter 11 case of GHC
NY Corp. on Oct. 25, 2012, at 2:30 p.m. at 80 Broad St., 4th
Floor, USTM.

GHC NY Corp. in New York filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 12-14031) on Sept. 25, 2012.  Bankruptcy Judge
Robert E. Gerber oversees the case.  Robert R. Leinwand, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck P.C.  GHC NY
estimated $10 million to $50 million in assets and debts.  The
petition was signed by Robert Romanoff, authorized signatory.

The Debtor is owned by an entity named New Roads Realty Corp.,
which is ran by Robert Romanoff, who signed the Chapter 11
petition.  The Debtor sought Chapter 11 protection after Robert
Romanoff determined that the attempt of Gerald Romanoff to
transfer title to the Company's most valuable asset, the real
property and improvements located at 53-61 Gansevoort Street, new
York, New York, for inadequate consideration, would permanently
impair the Company's ability to pay its debts as they come due.

The resolution authorizing the bankruptcy filing said a pending
foreclosure proceeding against the Manhattan property and the real
property and improvements located at 501-511 Church Avenue,
Brooklyn, New York, without proper defenses thereto may cause
irreparable harm to the company.


GHC NY CORP: Hiring Robinson Brog as Chapter 11 Counsel
-------------------------------------------------------
GHC NY Corp. seeks Bankruptcy Court permission to employ Robinson
Brog Leinwand Greene Genovese & Gluck P.C. as its general counsel
to represent the Debtor and assist it in carrying out its duties
as a debtor in possession under Chapter 11 of the Bankruptcy Code.

Robinson Brog will receive its customary fees, subject to the
submission of appropriate applications and the approval of the
Court.  Robinson Brog received a $50,000 payment from Robert S.
Romanoff, on Sept. 24, 2012, which amount included the $1,046
filing fee.  Robinson Brog performed current services on the
Debtor's behalf in connection with the preparation of the
bankruptcy filing and billed the Debtor for such services in the
amount of $5,000.  Robinson Brog holds a retainer of $45,000 in
connection with the case.

The Debtor believes that Robinson Brog is a "disinterested person"
as that term is defined by the Bankruptcy Code.  Robinson Brog is
not a creditor, equity security holder or insider of the Debtor;
is not and was not within two years before the Petition Date, a
director, officer or employee of the Debtor; and represents no
interest materially adverse to the Debtor, its estate, its
creditors, or its equity holders.

                           About GHC NY

GHC NY Corp. in New York filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 12-14031) on Sept. 25, 2012.  Robert R.
Leinwand, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck
P.C.  GHC NY estimated $10 million to $50 million in assets and
debts.  The petition was signed by Robert Romanoff, authorized
signatory.

The Debtor is owned by an entity named New Roads Realty Corp.,
which is ran by Robert Romanoff, who signed the Chapter 11
petition.  The Debtor sought Chapter 11 protection after Robert
Romanoff determined that the attempt of Gerald Romanoff to
transfer title to the Company's most valuable asset, the real
property and improvements located at 53-61 Gansevoort Street, new
York, New York, for inadequate consideration, would permanently
impair the Company's ability to pay its debts as they come due.

The resolution authorizing the bankruptcy filing said a pending
foreclosure proceeding against the Manhattan property and the real
property and improvements located at 501-511 Church Avenue,
Brooklyn, New York, without proper defenses thereto may cause
irreparable harm to the company.


GREATER BETHEL: Case Summary & 13 Unsecured Creditors
-----------------------------------------------------
Debtor: The Greater Bethel Apostolic Church
        8500 S. Figueroa Street
        Los Angeles, CA 90003

Bankruptcy Case No.: 12-43151

Chapter 11 Petition Date: October 1, 2012

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

Judge: Ernest M. Robles

Debtor's Counsel: Stratton S. Barbee, Esq.
                  LAW OFFICE OF STRATTON S. BARBEE
                  4801 Laguna Boulevard, #150-307
                  Elk Grove, CA 95758
                  Tel: (916) 684-9389
                  Fax: (916) 684-9389

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 13 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-43151.pdf

The petition was signed by Aaron M. Martin, CEO.


HOVNANIAN ENTERPRISES: Completes $797 Million Sr. Notes Offering
----------------------------------------------------------------
K. Hovnanian Enterprises, Inc., a wholly owned subsidiary of
Hovnanian Enterprises, Inc., completed a private placement
pursuant to Rule 144A and Regulation S under the Securities Act of
1933, as amended, of $577,000,000 aggregate principal amount of
7.25% Senior Secured First Lien Notes due 2020 and $220,000,000
aggregate principal amount of 9.125% Senior Secured Second Lien
Notes due 2020.  The Notes are guaranteed by the Company and
certain of its subsidiaries.

The First Lien Notes and the guarantees thereof are secured by a
first-priority lien on substantially all of K. Hovnanian's, the
Company's and the Notes Subsidiary Guarantors' assets and the
Second Lien Notes and the guarantees thereof are secured by a
second-priority lien on substantially all of K. Hovnanian's, the
Company's and the Notes Subsidiary Guarantors' assets, in both
cases subject to permitted liens and certain exceptions.

In connection with the issuance of the First Lien Notes, K.
Hovnanian, the Company and the Notes Subsidiary Guarantors entered
into an Indenture, dated as of Oct. 2, 2012, with Wilmington
Trust, National Association, as trustee and collateral agent, and
in connection with the issuance of the Second Lien Notes, K.
Hovnanian, the Company and the Notes Subsidiary Guarantors entered
into an Indenture, dated as of Oct. 2, 2012, with Wilmington
Trust, National Association, as trustee and collateral agent.

The First Lien Notes bear interest at 7.25% per annum and mature
on Oct. 15, 2020.  Interest is payable semi-annually on April 15
and October 15 of each year, beginning on April 15, 2013, to
holders of record at the close of business on April 1 or October
1, as the case may be, immediately preceding each such interest
payment date.  The Second Lien Notes bear interest at 9.125% per
annum and mature on Nov. 15, 2020.  Interest is payable semi-
annually on May 15 and November 15 of each year, beginning on
May 15, 2013, to holders of record at the close of business on May
1 or November 1, as the case may be, immediately preceding each
such interest payment date.

In connection with the issuance of the Notes and execution of the
Indentures, K. Hovnanian, the Company and the Notes Subsidiary
Guarantors entered into security agreements, dated as of Oct. 2,
2012, by and among K. Hovnanian, the Company, the Notes Subsidiary
Guarantors, as applicable, and the collateral agents, pursuant to
which K. Hovnanian, the Company and the Notes Subsidiary
Guarantors pledged substantially all of their assets to secure
their obligations under the Notes and the Indentures, subject to
certain exceptions as set forth in those agreements.  K.
Hovnanian, the Company and the Notes Subsidiary Guarantors, the
trustees and the collateral agents also entered into an
Intercreditor Agreement, dated Oct. 2, 2012, which sets forth
agreements with respect to the First Lien Notes and the Second
Lien Notes.

                           Units Offering

Also on Oct. 2, 2012, the Company and K. Hovnanian completed an
underwritten public offering of $100,000,000 aggregate stated
amount of 6.00% Exchangeable Note Units issued by K. Hovnanian and
the Company.

Each $1,000 stated amount of Units initially consists of (i) a
zero coupon senior exchangeable note due Dec. 1, 2017, issued by
K. Hovnanian, which bears no cash interest and has an initial
principal amount of $768.51 per Exchangeable Note, and that will
accrete to $1,000 at maturity and (ii) a senior amortizing note
due Dec. 1, 2017, issued by K. Hovnanian, which has an initial
principal amount of $231.49 per Amortizing Note, bears interest at
a rate of 11.00% per annum, and has a final installment payment
date of Dec. 1, 2017.  The Exchangeable Notes and Amortizing Notes
are each guaranteed by the Company and certain subsidiaries of the
Company.

In connection with the issuance of the Units, K. Hovnanian and the
Company entered into the Units Agreement, dated as of Oct. 2,
2012, with Wilmington Trust Company, as units agent.

In connection with the issuance of the Exchangeable Notes, K.
Hovnanian, the Company, as guarantor, and the Units Subsidiary
Guarantors entered into the Fourth Supplemental Indenture, dated
as of Oct. 2, 2012, with Wilmington Trust Company, as trustee,
which supplements the Indenture, dated as of Feb. 14, 2011, by and
among K. Hovnanian, the Company, as guarantor, and Wilmington
Trust Company, as trustee.

Each Exchangeable Note will have an initial principal amount of
$768.51 (which will accrete to $1,000 over the term of the
Exchangeable Note at an annual rate of 5.17% from the date of
issuance, calculated on a semi-annual bond equivalent yield
basis).  Holders may exchange their Exchangeable Notes at their
option at any time prior to 5:00 p.m., New York City time, on the
business day immediately preceding Dec. 1, 2017.  Each
Exchangeable Note will be exchangeable for shares of Class A
common stock, $0.01 par value per share, of the Company at an
initial exchange rate of 185.5288 shares of Class A Common Stock
per Exchangeable Note (equivalent to an initial exchange price,
based on $1,000 principal amount at maturity, of approximately
$5.39 per share of Class A Common Stock).  The exchange rate will
be subject to adjustment in certain events.  Following certain
corporate events that occur prior to the maturity date, the
Company will increase the applicable exchange rate for any holder
who elects to exchange its Exchangeable Notes in connection with
such corporate event.  In addition, holders of Exchangeable Notes
will also have the right to require K. Hovnanian to repurchase
such holders' Exchangeable Notes upon the occurrence of certain of
these corporate events.

In connection with the issuance of the Amortizing Notes, K.
Hovnanian, the Company, as guarantor, and the Units Subsidiary
Guarantors entered into the Fifth Supplemental Indenture, dated as
of Oct. 2, 2012, with Wilmington Trust Company, as trustee, which
supplements the Base Indenture.

On each June 1 and December 1 commencing on June 1, 2013, K.
Hovnanian will pay holders of Amortizing Notes equal semi-annual
cash installments of $30.00 per Amortizing Note (except for the
June 1, 2013 installment payment, which will be $39.83 per
Amortizing Note), which cash payment in the aggregate will be
equivalent to 6.00% per year with respect to each $1,000 stated
amount of Units.  Each installment will constitute a payment of
interest (at a rate of 11.00% per annum) and a partial repayment
of principal on the Amortizing Note, allocated as set forth in the
amortization schedule provided in the Amortizing Notes
Supplemental Indenture.  Following certain corporate events that
occur prior to the maturity date, holders of the Amortizing Notes
will have the right to require K. Hovnanian to repurchase such
holders' Amortizing Notes.

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

                        http://is.gd/diilYP

                    About Hovnanian Enterprises

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

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

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

                           *     *     *

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

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

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


IMEDICOR INC: Delays Form 10-K for Fiscal 2012
----------------------------------------------
iMedicor, Inc., notified the U.S. Securities and Exchange
Commission that it will be delayed in filing its annual report on
Form 10-K for the period ended June 30, 2012.  The Company said
the external auditors have not had time to properly review the
financial information prior to the filing deadline.  The Form 10-K
will be filed as soon as practicable and within the 15-day
extension period.

                        About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.

Demetrius & Company, L.L.C., expressed substantial doubt about the
Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.

The Company had a net loss of $5.20 million for the year ended
June 30, 2011, following an $11.40 million net loss in the
preceding year.

The Company's balance sheet at March 31, 2012, showed $1.81
million in total assets, $6.12 million in total liabilities and a
$4.31 million total stockholders' deficiency.


IMPLANT SCIENCES: Incurs $4.4-Mil. Net Loss in Fiscal 4th Quarter
-----------------------------------------------------------------
Implant Sciences Corporation reported a net loss of $4.38 million
on $552,000 of revenue for the three months ended June 30, 2012,
compared with a net loss of $4.87 million on $1.76 million of
revenue for the same period during the prior year.

The Company reported a net loss of $14.63 million on $3.40 million
of revenue for the year ended June 30, 2012, compared with a net
loss of $15.55 million on $6.65 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2012, showed $6.23 million
in total assets, $38.63 million in total liabilities, and a
$32.40 million total stockholders' deficit.

Glenn D. Bolduc, President and CEO of Implant Sciences, commented,
"During our recently concluded fiscal year, Implant Sciences
achieved a number of important strategic goals that we believe
position the Company for long term growth, and we remain excited
about our future prospects.  However, we are disappointed by our
current financial performance.  We have taken important steps to
broaden the markets we serve, increase our revenue opportunities,
and improve our financial stability.  These include the following
recent developments:

   * Completed certification readiness testing for our QS-B220
     Benchtop Explosives and Narcotics Trace Detector with the
     Transportation Security Laboratory and entered final
     independent validation testing for the Transportation
     Security Administration to qualify for the Air Cargo
     Screening Technology List.

   * Successfully launched the QS-B220 into the marketplace with
     contract wins in airports, embassies, energy facilities and
     banks around the globe.

   * Extended the maturity of our credit agreements with DMRJ
     Group LLC through March 31, 2013 and negotiated the
     conversion of $12 million of the line of credit to a
     convertible term note.

   * Enhanced our operations, technology and sales team with the
     recruitment of four senior executives from industry
     competitors.

   * Strengthened our relationship with the TSA and the Department
     of State by adding two former senior executives of the
     respective agencies as advisors to the company.

   * Enhanced our IP portfolio through the receipt of two patent
     grants:  a patent from the US Patent and Trademark Office for
     "Real-Time Trace Detection by High Field and Low Field Ion
     Mobility and Mass Spectrometry"; and a patent from the Patent
     Office of the Russian Federation for a "Trace Particle
     Collection System."

Dr. Bill McGann, chief operating officer of Implant Sciences,
added, "Since joining the Company in March of this year, I have
been pleased with our progress in navigating the Company through
the regulatory process with the TSA/TSL, and our success in
attracting experienced sales talent from the industry.  This has
materially strengthened our ability to support increased sales to
customers throughout the world.  I continue to believe that
Implant Sciences represents the next generation of technology
solutions in the explosives and narcotics trace detection market."

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

                        http://is.gd/v4UJ98

                      About Implant Sciences

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

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
$33,429,000 with accrued interest of $3,146,000.  The Company is
required to repay all borrowings and accrued interest to this
lender on March 31, 2013.  These conditions raise substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

Despite the Company's current sales, expense and cash flow
projections and $4,927,000 in cash available from its line of
credit with DMRJ, at Sept. 25, 2012, an accredited institutional
investor, the Company will require additional capital in the third
quarter of fiscal 2013 to fund operations and continue the
development, commercialization and marketing of its products.

"Our failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws," the Company said
in its annual report for the period ended June 30, 2012.


iSTAR FINANCIAL: S&P Affirms 'BB-' Issuer Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services is affirming its 'B+' long-term
issuer credit rating on iStar Financial Inc. (iStar). "At the same
time, we are assigning a 'BB-' credit rating to the company's
proposed $1.8 billion senior secured term loan. The outlook
remains stable," S&P said.

"Our 'BB-' rating on iStar's proposed $1.8 billion, five-year
senior secured loan--one notch above its long-term issuer credit
rating--reflects our expectation that creditors would receive full
repayment in the event of an issuer default," S&P said.

"The loan will be collateralized by $2.25 billion of assets, or
1.25x the $1.8 billion balance. The collateral includes performing
and nonperforming loans, net leases, real estate owned, and other
assets and will include most of the same assets that now secure
the 2011 facility," S&P said.

"The loan will have minimum annual amortization of 1% and will
require iStar to make prepayments with all proceeds from sales or
paydowns of the underlying collateral until the collateral
coverage ratio rises to 1.375x from 1.25x. iStar must use 50% of
those proceeds when the coverage ratio is between 1.375x and
1.50x. No amortization beyond the 1% is required once the coverage
ratio exceeds 1.50x," S&P said.

"The secured creditors will also have recourse (alongside
unsecured creditors) to the firm's unencumbered assets in a
hypothetical default scenario. Given this recourse, the
amortization, and the collateral, we believe creditors are likely
to recover the full amount of the loan," S&P said.

"The loan would alleviate some of iStar's funding pressure," said
Standard & Poor's credit analyst Brendan Browne. "The two loans
that are part of the existing 2011 secured credit facility have
more significant amortization requirements than the proposed loan
and mature in 2013 and 2014. The loan would also unencumber
additional assets, since the 2011 facility is now collateralized
at greater than 1.25x. Still, our issuer credit rating on iStar
continues to reflect the company's high level of nonperforming
assets (NPAs), bottom-line losses, and limited ability to
originate new loans," S&P said.

"The stable outlook reflects our expectation that the company will
report moderate losses over the next year while lowering its NPAs
and contracting its balance sheet with limited originations," said
Mr. Browne.

"We could lower the rating if iStar is unable to reduce its NPAs
materially over the next year. We could also lower the rating if
we believe the company will have any difficulty meeting the
amortization schedule on its secured debt or its 2013 unsecured
debt maturities. We could raise the rating if the company
substantially reduces its NPAs and liquidates its real estate
holdings without incurring large losses," S&P said.


KLUKWAN INC: Bankruptcy Judge Grants Deadline Extension
-------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that a federal
judge allowed Alaska native corporation Klukwan Inc. to stretch
out its bankruptcy case while Klukwan shareholders elect new
leaders to figure out how it can pay a $7.5 million legal
judgment.

Klukwan Inc. -- http://www.klukwan.com/-- is a native corporation
owning an entitlement of 23,000 acres of forested land located in
the heart of southeast Alaska's rain forest.  Klukwan filed a
voluntary petition for Chapter 11 bankruptcy in the U.S.
Bankruptcy Court in Anchorage on Aug. 7, 2012


KOREA TECHNOLOGY: Borrowing Under Startup Loan Hiked to $6.5-Mil.
-----------------------------------------------------------------
Judge R. Kimball Mosier has entered a final order approving the
Third Amendment to the postpetition financing under the Amended
Startup DIP Loan Agreement approved by the Court on Jan. 11, 2012,
as amended on May 13, 2012.  The Third Amendment increases the
borrowing limit that the Debtors may obtain from Rutter and
Wilbanks Corporation to $6,500,000 and extends the maturity date
to Nov. 30, 2012, on the same terms of the Amended DIP Loan
Agreement.

The Debtors and the lender agreed that the loan of up to
$5,000,000 will be on an unsecured, subordinated basis rather than
on a superpriority, secured basis, except that $300,000 of the
loan, which will be used to pay for costs of extracting tar sands
(and thereby produce income) will be on a superpriority, secured
basis.

The terms of the Amended Startup DIP Facility are:

   Borrowers:                 Korea Technology Industry, Inc.,
                              Uintah Basis Resources, LLC, and
                              Crown Asphalt Ridge, L.L.C.

   Lender:                    Rutter & Wilbanks Corporation

   Regular Interest Rate:     5%

   Default Interest Rate:     10%

   Fees and expenses:         No fees, but the Debtors will pay
                              the expenses of the lender.

   Maturity:                  Earlier of Aug. 31, 2012, the
                              effective date of a plan of
                              reorganization, the termination of
                              the Start up DIP loan agreement, or
                              the payment in full of the
                              obligations thereunder.

   Liens, collateral and
   priority:                  No lien or collateral or priority
                              for Advances except that, to secure
                              the Extraction Costs Advances
                              (which can total no more than
                              $300,000), the Lender will receive
                              under section 364(c)(1), a
                              superpriority administrative
                              expense priority; under section
                              364(d), a fully perfected lien on
                              materials that are extracted
                              utilizing Extraction Cost Advances.

   Limitation on use
   of proceeds:               The proceeds of the Startup DIP
                              facility will be used only for
                              costs associated with the
                              completion of construction and
                              commissioning of the hot water
                              extraction and evaporation process
                              portions of the Debtors' procession
                              facility and  operation of the
                               "dry froth" circuit.

A copy of the Amended Startup DIP Loan Agreement is available for
free at http://bankrupt.com/misc/koreatechnology.doc240.pdf

                      About Korea Technology

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

Mark D. Hashimoto, in his capacity as examiner in the Debtors
cases, retained George Hofmann and the firm of Parsons Kinghorn
Harris, P.C., as his counsel, and Piercy Bowler Taylor & Kern as
his accountants and financial advisors.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


KOREA TECHNOLOGY: Allowed Claims to Recover 100% From R&W Sale
---------------------------------------------------------------
Korea Technology Industry America, Inc., et al., filed with the
Bankruptcy Court on July 27, 2012, a disclosure statement with
respect to the Debtors' First Amended Joint Plan of Reorganization
dated July 25, 2012.

The Plan provides for the following means to satisfy the claims of
creditors:

   (1)(a) closing of the sale of substantially all of the assets
          of the Debtors to Rutter and Wilbanks Corporation, the
          purchaser under an Asset Purchase Agreement approved by
          the Court, or

      (b) the closing of a sale of substantially all of the assets
          of the Debtors in an "Alternative Sale" or pursuant to
          an Auction;

  (2) sales of tar sands and products made from tar sands and

  (3) distribution of the proceeds of sale to holders of Allowed
      Claims and Interests.

The sale to R&W, if it closes, will provide sufficient sale
proceeds to satisfy all Allowed creditors' Claims in full and an
Alternative Sale or an Auction might also provide sufficient
proceeds.  If the Sale to R&W closes the Reorganized Debtor will
have conveyed to it a mineral royalty going forward and the equity
Interests in one of the Debtors, CAR, will be sold to R&W.  Such a
conveyance and/or sale of the equity in CAR may also be made to a
purchaser under an Alternative the Purchaser.  UBR and its parent
Utah Hydrocarbon, Inc., which is not a debtor in bankruptcy, will
be merged or consolidated into the reorganized KTIA, defined in
the Plan as "Reorganized Debtor."

Allowed Unsecured Claims against CAR (estimated to be $1,378,668)
under Class 10A, Allowed Unsecured Claims against UBR (estimated
to be $2,058.85) under Class 10B, and Allowed Unsecured Claims
against KTIA (estimated to be $1,667,739) under Class C, will have
an estimated recovery of 100%, potentially less under an
Alternative Sale or Auction.

A copy of the Disclosure Statement is available at:

http://bankrupt.com/misc/KTIA.doc404.pdf

                      About Korea Technology

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

Mark D. Hashimoto, in his capacity as examiner in the Debtors
cases, retained George Hofmann and the firm of Parsons Kinghorn
Harris, P.C., as his counsel, and Piercy Bowler Taylor & Kern as
his accountants and financial advisors.

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


KT WORLDWIDE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: KT Worldwide Inc.
        aka Magnuson Hotel & Conference Center
        3310 Troup Highway
        Tyler, TX 75701

Bankruptcy Case No.: 12-60804

Chapter 11 Petition Date: October 1, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: John J. Gitlin, Esq.
                  LAW OFFICES OF JOHN GITLIN
                  5339 Spring Valley Road
                  Dallas, TX 75254
                  E-mail: johngitlin@gmail.com

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

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

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

The petition was signed by Raja Virk, vice president.


L. FITZGERALD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: L. Fitzgerald Lester I II III & Associates LLC
        2404 Main Street
        Hartford, CT 06120

Bankruptcy Case No.: 12-32243

Chapter 11 Petition Date: October 1, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Debtor's Counsel: Robert Ricketts, Esq.
                  JOINER, RICKETTS, ANDREWS & HENRY, LLP
                  1 Congress Street
                  Hartford, CT 06114
                  Tel: (860) 524-9920
                  E-mail: rob@rickettslegal.com

Estimated Assets: Not Stated

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

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

The petition was signed by Lebert Fitzgerald Lester, principal.


LIFECARE HOLDINGS: Moody's Assigns LD to 'Ca' PDR; Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service assigned a limited default (LD)
designation to LifeCare Holdings, Inc.'s Ca probability of default
rating. The Caa3 corporate family rating and C senior subordinated
notes rating were affirmed. The ratings outlook is negative.

The limited default designation reflects the company's failure to
make the subordinated notes' $5.5 million interest payment due
August 15, 2012 within a 30-day grace period as provided in the
original debt agreement. Moody's will remove the LD designation
after resolution occurs between LifeCare and its creditors.
Although LifeCare was able to enter into a 45 day interest payment
waiver that expires on November 1, Moody's definition of default
is intended to capture events whereby issuers fail to meet the
debt service obligations outlined in their original debt
agreement.

The following rating actions were taken:

Probability of default rating, changed to Ca/LD from Ca;

Corporate family rating, affirmed at Caa3;

$119 million sr. subordinated notes, due August 2013, affirmed at
C (LGD5, 75%);

Speculative grade liquidity rating, affirmed at SGL-4.

RATINGS RATIONALE

LifeCare's ratings continue to consider Moody's view that the
company's creditors (in both the term loan and subordinated notes)
would not fully recover the face value of their holdings based on
Moody's estimate of the company's value.

The negative outlook reflects the uncertainty around the company's
capital structure.

The ratings could be downgraded if LifeCare is not able to resolve
the issues surrounding its debt capital structure.

The ratings could be upgraded if LifeCare is able to reduce its
debt levels with no near term maturities such that debt-to-EBITDA
is sustained below 6 times, interest coverage above 1.5 times, and
free cash flow to debt above 5%.

The principal methodology used in rating LifeCare was the Global
Healthcare Service Providers 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.

Headquartered in Plano, TX, LifeCare operates 27 long-term acute
care hospitals in ten states. The company's facilities include
eight "hospital within a hospital" facilities ("HWH") and 19 free-
standing facilities. In addition, the company holds a 50%
investment in a joint venture for a long-term care hospital.
LifeCare reported revenues of $472 million for the twelve months
ended June 30, 2012. LifeCare is owned by Carlyle.


LOCATION BASED TECH: Has Agreement to Sell $880,000 of Devices
--------------------------------------------------------------
Location Based Technologies Inc. signed an agreement to sell
$880,000 worth of PF-886 devices to a Fortune 50 company.  The
Company said further details about the agreement will be released
as soon as they can be made available.

                 About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

The Company's balance sheet at May 31, 2012, showed $7.64 million
in total assets, $5.44 million in total liabilities, $499,387 of
commitments and contingencies, and stockholders' equity of $1.70
million.

"The Company has incurred net losses since inception, and as of
May 31, 2012, had an accumulated deficit of $42,125,209.  These
conditions raise substantial doubt as to the Company's ability to
continue as a going concern," the Company said in its quarterly
report for the period ended May 31, 2012.

As reported in the TCR on Dec. 2, 2011, Comiskey & Company, in
Denver Colorado, expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Aug. 31, 2011.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$37,000,000.  "There is no established sales history for the
Company's products, which are new to the marketplace."


LYN FAMILY III: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Patrick Danner at San Antonio Express News reports that Lyn Family
III LP has filed for Chapter 11 bankruptcy protection, listing
about $2 million in assets, and more than $1.5 million in
liabilities.

The report notes the Internal Revenue Service is listed as the
largest creditor, owed nearly $1.5 million -- a figure disputed by
the Debtor.  The bankruptcy filing lists Nicollette Cain, Keana
Cain and Bianca Perry as Lyn Family III's limited partners.

According to the report, state corporate records show Lyn Family
III Management LLC is the general partner of the Debtor.  Ronnie
Cain, Windcrest's former city manager, is listed as a manager of
Lyn Family III Management.  The records also show Lyn Family III
Management is inactive.

The report adds Ronnie and Gary Cain are accused of embezzling
funds that were intended for infrastructure improvements around
Rackspace Hosting Inc.'s headquarters in the Windsor Park Mall.
They have denied the charges.  The brothers' criminal trial was
scheduled to start last month, but was postponed.

Lyn Family III LP owns an office condominium at 242 W. Sunset
Road, San Antonio, Texas.


LYN FAMILY III: Case Summary & 3 Unsecured Creditors
----------------------------------------------------
Debtor: Lyn Family III Limited Partnership
        242 W. Sunset, Suite 101
        San Antonio, TX 78209

Bankruptcy Case No.: 12-53049

Chapter 11 Petition Date: October 1, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: J. Todd Malaise, Esq.
                  MALAISE LAW FIRM
                  909 NE Loop 410, Suite 300
                  San Antonio, TX 78209
                  Tel: (210) 732-6699
                  Fax: (210) 732-5826
                  E-mail: notices@malaiselawfirm.com

Scheduled Assets: $2,039,140

Scheduled Liabilities: $1,529,560

A copy of the Company's list of its three unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txwb12-53049.pdf

The petition was signed by Barry Powell, manager.


LUMBER PRODUCTS: Chapter 11 Trustee Files Liquidation Plan
----------------------------------------------------------
Edward C. Hostmann, the Chapter 11 Trustee of Lumber Products'
bankruptcy case, filed a disclosure statement in support of his
plan of liquidation dated Aug. 30, 2012.

Michael W. Fletcher, Esq., at Tonkon Torp LLP, representing the
Chapter 11 Trustee, tells the Court that most of the Debtor's
personal property assets have already been liquidated by the
Trustee.  All of the Debtor's remaining assets (primarily real
property) will be reduced to cash by the Plan Agent and the
proceeds will be distributed to the Debtor's creditors as provided
in the Plan.

The salient terms of the plan of liquidation are:

     A. All Administrative and Priority Claims will be paid in
        full.

     B. Holders of Unsecured Claims in an amount equal to or less
        than $14,000 (referred to as Convenience Claims) will
        receive in full satisfaction of such Claims a one-time
        payment in an amount equal to 10% of their Claim, with
        such payment to occur within 90 days of the Effective Date
        of the Plan.

     C. Holders of General Unsecured Claims will receive on
        account of such claims one or more pro rata distributions
        of available cash when sufficient funds are available for
        the Plan Agent to make meaningful distributions.  The
        Trustee estimates that distributions to General Unsecured
        Creditors could range from 5% to 12% of their general
        unsecured claim.

     D. As of the Effective Date, all Equity Interests will be
        cancelled.

     E. Creditors holding Secured Claims will be paid from the
        proceeds of the Collateral securing their Claims.

From and after the Effective Date, the Debtor will be managed by a
Plan Agent who will be the sole shareholder, director, and officer
of Debtor and who will have full power and authority to manage the
Debtor and carry out the provisions of the Plan, subject to
oversight by the Unsecured Creditors Committee.  In general, on
the Effective Date of the Plan, the Plan Agent will succeed to the
rights, duties, and obligations of the Trustee.

A copy of the Plan of Liquidation is available for free at:

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

                    About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LUMBER PRODUCTS: Trustee Wants to Hire Capacity Commercial Group
----------------------------------------------------------------
Edward C. Hostmann, the Chapter 11 Trustee for Lumber Products,
asks the Bankruptcy Court for an order approving the employment of
Capacity Commercial Group LLC as his real estate broker to assist
in selling the Debtor's real property located at 11555 SW Myslony
Street in Tualatin, Oregon.  The Trustee believes the Broker is
well suited for this engagement because of its considerable
experience providing real estate brokerage, sales, and marketing
services in the area.

Subject to Court approval, the Trustee seeks to compensate the
Broker at a commission rate of 4% of the sale price of the
Property, with such commission to be paid directly out of the
proceeds from the sale of the Property without the need for a fee
application.

To the best of the Trustee's knowledge, Capacity Commercial Group
LLC is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                    About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LUMBER PRODUCTS: Trustee Taps Maestas as Real Estate Broker
-----------------------------------------------------------
Edward C. Hostmann, the Chapter 11 Trustee of Lumber Products'
bankruptcy case, sought and obtained Bankruptcy Court permission
to employ the firm of Maestas & Ward Commercial Real Estate, LLC,
as real estate broker to assist in selling the Debtor's real
property located at 1050 18th Street in Albuquerque, N.M.

The Trustee will compensate Broker at a commission rate of 5% of
the gross sale price of the Property, with such commission to be
paid directly out of the proceeds from the sale of the Property
without the need for a fee application.

To the best of the Chapter 11 Trustee's knowledge, Maestas & Ward
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                    About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LUMBER PRODUCTS: Trustee Can Hire Macadam as Real Estate Broker
---------------------------------------------------------------
The Bankruptcy Court has authorized Edward C. Hostmann, the
Chapter 11 Trustee of Lumber Products' bankruptcy case, to employ
Macadam Forbes, Inc., as real estate broker to assist in selling
the Debtor's real property located at 19700 SW 124th Avenue in
Tualatin, Oregon.

The Trustee will compensate the Broker at a commission rate of 5%
of the sale price of the Property, with such commission to be paid
directly out of the proceeds from the sale of the Property without
the need for a fee application.

To the best of the Chapter 11 Trustee's knowledge, Macadam Forbes
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                    About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LUMBER PRODUCTS: Trustee Engages Campbell as Real Estate Broker
---------------------------------------------------------------
Edward C. Hostmann, the Chapter 11 Trustee of Lumber Products'
bankruptcy case, won Bankruptcy Court permission to employ
Campbell Commercial Real Estate as real estate broker to assist in
selling the Debtor's real property located at 70 South Bertelsen
Road in Eugene, Oregon.

The Chapter 11 Trustee believes the Broker is well suited for this
engagement because of its considerable experience providing real
estate brokerage, sales and marketing services in Eugene, Ore.

The Chapter 11 Trustee will compensate the Broker at a commission
rate of 4% of the gross sale price of the Property, which will be
paid directly out of the proceeds from the sale of the Property
without the need for a fee application.

To the best of the Chapter 11 Trustee's knowledge, Campbell
Commercial Real Estate is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                    About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


MARTIN MIDSTREAM: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Martin
Midstream Partners L.P. (Martin) to negative from stable. "We also
affirmed our 'B+' corporate credit rating on Martin and our 'B'
issue-level rating on its senior unsecured notes. As of June 30,
2012, Martin had $453 million of total reported debt," S&P said.

"The negative outlook reflects our opinion that Martin's business
profile has weakened due to meaningful development and
recontracting risk surrounding the natural gas storage assets,
which outweigh the benefits of Martin Resource Management Corp.'s
[MRMC; owner of Martin's general partnership, not rated] Harris
County litigation settlement," said Standard & Poor's credit
analyst Nora Pickens. "Martin purchased MRMC's remaining interests
in Redbird Gas Storage LLC (pro forma for the transaction,
Martinowns 38.1% of Redbird) an entity formed in 2011 to invest in
Cardinal Gas Storage Partners. Cardinal is a joint venture that
develops, constructs, operates, and manages natural gas storage
facilities (its current asset base consists of Arcadia,
Perryville, and Cadeville natural gas storage projects). While
Martin's economic interest in Cardinal is only 38%, the
partnership is responsible for approximately 100% of Cadeville's
and 41% of Perryville and Arcadia's capital expenditures
requirements going forward.  Furthermore, Cardinal's project-
financed nature traps cash at the operating level and precludes
Martin from receiving upstream dividends until the debt is
refinanced, which presents execution risk. A key credit
consideration, in our opinion, is Martin's ability to secure
favorable storage rates on uncontracted capacity (15 bcf) while
funding its organic expansion plans ($60 million to $80 million
over the next two years) in a balanced manner."

"The negative outlook reflects Martin's increased exposure to the
natural gas storage business and our concern that recontracting
and construction risk could lead to weak financial metrics for a
sustained period of time. We currently forecast debt to EBITDA of
4.7x in 2013, but recognize that results will be influenced by
industry conditions and the partnership's ability to successfully
execute on its strategy. We could lower the rating if we believe
that Martin appears unlikely to lower debt to EBITDA to below 4.5x
on a sustained basis. We could also lower the rating if MRMC's
credit quality weakens, which could result in consolidated
leverage of more than 5.5x and could pressure Martin's cash flow.
We could revise the outlook to stable if we gain greater
visibility on the partnership's ability to maintain financial
leverage in the 4.0x to 4.5x and 5.0x to 5.5x range on a stand-
alone and consolidated basis," S&P said.


METROPCS COMMUNICATIONS: S&P Puts 'B+' CCR on Watch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on MetroPCS
Communications Inc. on CreditWatch with positive implications
following the company's announced definitive agreement to combine
with T-Mobile USA, a subsidiary of Germany-based Deutsche Telekom
AG (DT; BBB+/Stable/A-2). "The CreditWatch placement affects its
'B+' corporate credit rating, the 'BB' issue-level rating on the
senior credit facilities and the 'B' issue-level rating on
unsecured notes, both at subsidiary MetroPCS Wireless Inc.," S&P
said

"We believe the combination of MetroPCS and T-Mobile USA could
result in an improved business risk assessment as a result of
larger scale, including greater operating efficiency, better
equipment pricing," said Standard & Poor's credit analyst
Catherine Cosentino, "as well as more spectrum to accommodate the
upgrade of the combined network to LTE. We currently view
MetroPCS' business risk as 'weak,' based on the potential for
pricing volatility and high churn in the prepaid segment in which
it operates."

"Importantly, however, we also believe the combined entity would
remain competitively disadvantaged relative to the larger national
players Verizon Wireless and AT&T Mobility, both of which have a
larger postpaid base, higher average revenue per user due in part
to their growing iphone base, and much larger scale," S&P said.

"We also believe there are significant integration risks,
particularly given that the two companies run their wireless
networks on different technology platforms," added Ms. Cosentino.
"MetroPCS uses the CDMA standard for voice services and LTE for
fourth-generation data services, while T-Mobile relies on GSM for
voice and HSPA+ for data. Ultimately, though, both companies
expect to converge toward the LTE standard."

"Initially, we estimate that leverage for the combined company
would be in the low-4x area, based on the companies' EBITDA
expectations for 2012, adjusted for estimated operating leases,
and including 100% of the DT rollover debt. This financial metric
would be consistent with an 'aggressive' financial risk profile,
our current assessment on MetroPCS on a stand-alone basis," S&P
said.

"Another potential factor in our analysis would be the degree of
support we would attribute to majority owner DT. Initially, we
would not expect to equalize the ratings of a combined MetroPCS
and T-Mobile with those of DT in the absence of a debt guarantee;
however, it is possible that we might impute some degree of
support in the ratings, which would lead to a higher rating
than the combined U.S. entity would have on a stand-alone basis,"
S&P said.

"Under terms of the proposed deal, MetroPCS will declare a one-
for-two reverse stock split, make a $1.5 billion cash payment to
its shareholders and acquire all of T-Mobile's stock from parent
DT by issuing to DT 74% of MetroPCS' common stock. DT's $15
billion of intercompany debt will also be rolled over into new
unsecured notes at the combined company. In addition, the combined
company will have $2.5 billion of MetroPCS bank debt, subject to
waiver or refinancing, and $2 billion of unsecured notes, as well
as $1 billion of new third-party debt," S&P said.

"We will evaluate the business and financial plans of the combined
company, and the degree of support and strategic importance
anticipated from majority owner DT to resolve the CreditWatch. The
CreditWatch would likely remain in place until the transaction is
completed, although we would expect to update our analysis with
potential rating outcomes well in advance of the deal's closing
and any new debt issuance. We will also reassess the recovery
prospects for the existing debt at MetroPCS under the pro forma
capital structure, including the additional value ascribable to
the overall enterprise with the addition of the T-Mobile
business," S&P said.


METROPCS WIRELESS: Moody's Reviews 'B1' CFR for Upgrade
-------------------------------------------------------
Moody's Investors Service has placed the all the ratings of
MetroPCS Wireless, Inc., including its B1 Corporate Family Rating,
on review for upgrade following the Company's announced plan to
merge with T-Mobile USA. The combination of MetroPCS and T-Mobile
USA will create a wireless operator with approximately $25 billion
in revenues and 42 million subscribers. Deutsche Telekom AG, the
owner of T-Mobile USA, will hold 74% of the combined company's
shares, while MetroPCS's shareholders will hold the remaining 26%
and receive a cash payment of $1.5 billion. The transaction is
expected to be completed in the first half of 2013, pending
MetroPCS shareholder approval and regulatory approvals.

Ratings Rationale

The review of MetroPCS's ratings will focus on DT's plans with
regard to the existing MetroPCS debt and the post-close capital
structure of the new entity. Based on management's initial
guidance and the terms of the merger agreement between the
companies, Moody's believes that MetroPCS's existing $2.5b of
senior secured term loan debt will be refinanced on or prior to
the closing of the deal. In addition, MetroPCS will seek a waiver
of change of control restrictions from holders of the existing
$2.0b of its unsecured notes. MetroPCS may also seek to raise an
additional $1.0b of external debt prior to the deal close. DT will
provide a $5.5b backstop for the term loan, the unsecured notes
and the new $1.0b in external debt and provide a $500m revolving
credit facility after the deal closes. Lastly, DT will rollover
$15b of existing intercompany debt in T-Mobile USA, resulting in
total debt at the new entity of approximately $20.5b (excluding
Moody's standard adjustments, capital leases and T-Mobile tower
leasing obligations).

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


MF GLOBAL: SIPA Trustee Wins Motion on Claims Assignment
--------------------------------------------------------
Carla Main, substituting for Bloomberg bankruptcy columnist Bill
Rochelle, reports that James Giddens, the trustee liquidating MF
Global Inc., won approval to cooperate on an agreement to assign
to customer representatives certain claims he may have against the
failed brokerage, former Chairman Jon Corzine and other
executives.

According to the report, U.S. Bankruptcy Judge Martin Glenn wrote
an 18-page decision overruling the objection of
PricewaterhouseCoopers LLP.  The assignment of claims to the
customer representatives "reflects an appropriate exercise of
business judgment by the SIPA trustee," Judge Glenn wrote,
referring to the Securities Investor Protection Act.  At a Sept. 5
hearing on the motion, Judge Glenn ruled from the bench and
granted the motion with regard to all objecting parties except
PwC.  Judge Glenn directed the firm to submit further briefing on
questions raised at the hearing.  While PwC said that it was
raising a limited objection, "there is really nothing limited
about it," Judge Glenn wrote.  PwC argued that the SIPA trustee
may not assign any claims because the auditor's engagement letter
with MF Global contains a non- assignment clause, and the
bankruptcy estate takes property "subject to all restrictions and
obligations burdening that property," Judge Glenn said in the
decision.

The report relates that Judge Glenn concluded that "there are no
provisions of the Bankruptcy Code expressly limiting the effect of
anti-assignment provisions" when a trustee attempts to assign
claims or proceeds arising under a contract.  Aside from
Mr. Corzine, Mr. Giddens has said he sees possible claims for
breach of fiduciary duty and negligence against former Chief
Financial Officer Henri Steenkamp and former assistant treasurer
Edith O'Brien, among others.  Mr. Giddens has said any money
recovered should go to customers, who face a gap estimated at
$1.6 billion.

                          About MF Global

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

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

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

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

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

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

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

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


MICHAELS STORES: Issues Additional $200 Million Senior Notes
------------------------------------------------------------
Michaels Stores, Inc., issued an additional $200,000,000 aggregate
principal amount of its 7-3/4% senior notes due Nov. 1, 2018.  The
Additional Senior Notes were issued under an indenture, dated as
of Oct. 21, 2010, by and among the Company, the guarantors named
therein and Law Debenture Trust Company of New York, as trustee,
as amended on the date of that issuance by a supplemental
indenture, dated as of Sept. 27, 2012, by and among the Company,
the Guarantors and the Trustee.

The Additional Senior Notes form a single class with the 2018
Senior Notes under the Indenture and have terms that are identical
to the 2018 Senior Notes, except that interest on the Additional
Senior Notes accrues from and including May 1, 2012.

On Sept. 27, 2012, the Company and the Guarantors entered into a
registration rights agreement with the initial purchasers of the
Additional Senior Notes with respect to the Additional Senior
Notes.  Pursuant to the Registration Rights Agreement, the Company
and the Guarantors have agreed that it will use their reasonable
best efforts to register with the Commission notes having
substantially identical terms as the Additional Senior Notes as
part of an offer to exchange freely tradable exchange notes for
the Additional Senior Notes.

The Company is required to use its reasonable best efforts to
cause the Exchange Offer to be completed or, if required, to have
a shelf registration statement declared effective, within 360 days
after the issue date of the Additional Senior Notes.

If the Company fails to meet this target, the annual interest rate
on the Additional Senior Notes will increase by 0.25%.  The annual
interest rate on the Additional Senior Notes will increase by an
additional 0.25% for each subsequent 90-day period during which
the Registration Default continues, up to a maximum additional
interest rate of 1.00% per year over the applicable interest rate
described above.  If the Registration Default is corrected, the
applicable interest rate on the Additional Senior Notes will
revert to the original level.

On Oct. 1, 2012, the Company caused to be delivered to the holders
of the Company's remaining outstanding 13% Subordinated Discount
Notes due 2016 an irrevocable notice of redemption relating to the
redemption of all of the Company's outstanding Subordinated
Discount Notes.  The redemption date is Nov. 1, 2012.  The Company
will redeem a portion of the Subordinated Discount Notes equal to
the AHYDO Amount at a redemption price equal to 100% and the
remaining Subordinated Discount Notes at a redemption price equal
to 104.333%.  In addition, the Company will pay accrued and unpaid
interest on the redeemed notes up to, but not including, the
Redemption Date.

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

The Company's balance sheet at July 28, 2012, showed $1.68 billion
in total assets, $4.09 billion in total liabilities, and a
$2.40 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on April 5, 2012, Moody's Investors Service
upgraded Michaels Stores, Inc.'s Corporate Family Rating to B2
from B3.  "The upgrade of Michaels' Corporate Family Rating
primarily reflects the positive benefits of its continuing
business initiatives which have led to consistent improvements in
same store sales," said Moody's Vice President Scott Tuhy.

In the April 16, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Irving,
Texas-based Michaels Stores Inc. to 'B' from 'B-'.  "Standard &
Poor's Ratings Services' upgrade on Michaels Stores reflects the
improvement in financial ratios following the company's
performance in the important fourth quarter, given the seasonality
of the company's business," said Standard & Poor's credit analyst
Brian Milligan.  "The CreditWatch placement remains effective,
given the pending IPO."


MOHEGAN TRIBAL: To Cut Conn. Manpower by 328; Pres., CEO Quits
--------------------------------------------------------------
The Mohegan Tribal Gaming Authority announced the implementation
of a workforce reduction in an effort to further streamline its
organization and better align operating costs with current market
and business conditions.

In connection with this initiative, the Authority announced the
reduction at its Uncasville, Connecticut property of approximately
282 positions effective immediately, with the reduction of
approximately 46 additional positions effective at the end of
October 2012.  The Authority estimates that costs associated with
related post-employment severance benefits will total between $8
million and $10 million.  It is anticipated that substantially all
of these costs will be recorded in the Authority's fourth quarter
of fiscal 2012 and result in cash expenditures.

The President and Chief Executive Officer of Mohegan Sun, Jeffrey
E. Hartmann, is no longer with the company, effective Sept. 26,
2012.  Robert J. Soper, President and General Manager of Mohegan
Sun at Pocono Downs, will assume the role of President and Chief
Executive Officer of Mohegan Sun on Oct. 22, 2012.  In the
interim, Mitchell Grossinger Etess, Chief Executive Officer of the
Authority, and Raymond Pineault, Chief Operating Officer of
Mohegan Sun, will assume the responsibilities of this position.

               About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern following the 2011 annual report.  The independent
auditors noted that of the Authority's total debt of $1.6 billion
as of Sept. 30, 2011, $811.1 million matures within the next
twelve months, including $535.0 million outstanding under the
Authority's Bank Credit Facility which matures on March 9, 2012,
and the Authority's $250.0 million 2002 8% Senior Subordinated
Notes which mature on April 1, 2012.  In addition, a substantial
amount of the Authority's other outstanding indebtedness matures
over the following three fiscal years.

The Company's balance sheet at June 30, 2012, showed $2.22 billion
in total assets, $2.01 billion in total liabilities and $207.83
million in total capital.

                           *     *     *

As reported by the TCR on March 14, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Uncasville,
Conn.-based Mohegan Tribal Gaming Authority (MTGA) to 'B-' from
'SD'.

"The upgrade to 'B-' reflects our reassessment of the Authority's
capital structure following the completion of its comprehensive
debt refinancing plan," said Standard & Poor's credit analyst
Melissa Long.  "While the completed transactions were not a de-
leveraging event, the post-exchange capital structure
substantially reduced MTGA's debt maturities over the next few
years," S&P said.

In the March 2, 2012, edition of the TCR, Moody's Investors
Service revised Mohegan Tribal Gaming Authority's Probability of
Default Rating to Caa1\LD from Caa3 following the completion of a
debt exchange transaction which Moody's views as a distressed
exchange.  Concurrently, Moody's raised MTGA's Corporate Family
Rating ("CFR") to Caa1 from Caa3 and revised its rating outlook to
stable from negative to reflect its improved credit profile as a
result of the exchange and recent debt covenant amendments.


MOORE FREIGHT: Files for Chapter 11 in Nashville
------------------------------------------------
Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case No. 12-08921) in
Nashville on Sept. 28, 2012.

Moore Freight is a freight service company specializing in flat
gas transportation.  Founded in 2001, Moore is the largest
commercial flat glass logistics firm in the U.S.  It operates in
the U.S., Canada and Mexico.  GLI does not have any operations
other than the limited, occasional freight brokerage services
currently provided to Moore Freight.

In 2011, Moore Freight's gross revenues were approximately $54
million, and Moore Freight projects gross revenues in 2012 of
approximately $60 million.

Moore Freight estimated assets and debts of $10 million to
$50 million.

                     Road to Bankruptcy

Dan R. Moore, CEO of Moore Freight, said the Debtor's business is
connected, in part, to the housing market, and when the housing
market crashed in 2008 and 2009, Moore Freight's operations were
impacted.  The business was also affected by "abnormally high
diesel fuel" prices from 2009 to 2011.

In August of 2010, Moore Freight discovered an embezzlement scheme
within the company. The manager of the Moore Freight IT department
started his own freight transportation company while employed at
Moore Freight, using Moore Freight's assets, trucks, trailers,
customers, drivers, fuel, and loads for his personal gain.

In March 2011, Moore Freight entered into a 5-year contract with a
transportation glass carrier, a strategic move that would keep
Moore's fleet busy during the economic down-turn.  The contract
required Moore Freight to invest more than $12 million in
additional equipment.  Moore Freight secured financial for the new
trucks and trailers to service the new customer.  But Moore
Freight experienced loss of revenue from the newly purchased
trucks through missed loads, down time, driver pay and hotel
reimbursements.

Between the last quarter of 2010 and the last quarter of 2011,
when Moore Freight was dealing with the financial issues from the
new customer contract, the faulty trucks, and investigating the
extent of the employee embezzlement, the company got behind on
payment of 941 taxes and federal excise taxes. With added
penalties and interest, the total liability as of April 30, 2012,
exceeded $3.8 million.

Over the last several months, Moore Freight has streamlined
operations, including staff reductions and returning unprofitable
inventory and equipment, and implemented other cost-saving
measures to improve profitability. Moore Freight also began
transporting dedicated freight for a major customer earlier this
year, with responsibility for four lanes in the southern and
eastern corridors.

Moore Freight is in the process of turning around its business.
Due to the severe cash constraints resulting from all of the
events in 2009 through 2011, however, Moore Freight has
insufficient funds to continue routine operations, absent a
chapter 11 filing.

                         First Day Motions

Moore Freight commenced the bankruptcy case to preserve its assets
for the benefit of all of its stakeholders with the goal of
confirming a plan of reorganization providing for the continuation
of its business.

An expedited hearing on the first day motions is scheduled for
Oct. 2.  The Debtor is seeking, among other things (i) an
extension until Oct. 26 of its deadline to file schedules of
assets and liabilities and statement of financial affairs, (ii)
approval to retain its bank accounts, (iii) pay prepetition
compensation and worker reimbursements, (iv) assume independent
contractor operating agreements, (v) provide adequate assurance to
utilities, (vi) pay prepetition taxes, and (vii) access DIP
financing and use cash collateral.

Attorneys at Harwell Howard Hyne Gabbert & Manner PC serve as
counsel.

There's a meeting of creditors under 11 U.S.C. Sec. 341(a) slated
for Nov. 1, 2012, at 1:00 p.m.


MYRTLE BEACH: Merrick Sues Chartis Over Myrtle Bankruptcy Losses
----------------------------------------------------------------
Gavin Broady at Bankruptcy Law360 reports that Merrick Bank Corp.
sued Chartis Specialty Insurance Co. in New York federal court
Friday, claiming the insurer owes up to $25 million under an
insurance policy for losses it sustained when Myrtle Beach Direct
Air went bankrupt in March.

Direct Air's bankruptcy resulted in the cancellation of thousands
of prepaid customer charter reservations that Merrick was bound to
reimburse but could not recoup from the insolvent airline, leading
to massive losses, according to Bankruptcy Law360.


NEW ENGLAND BUILDING: Wants Access to Cash Collateral 'til Nov. 10
------------------------------------------------------------------
New England Building Materials LLC, asks the Bankruptcy Court to
extend the term of the Debtor's financing from TD Bank, N.A., and
cash collateral authority to and including Nov. 10, 2012, on the
terms and conditions set forth of the final order, entered
March 23, 2012, authorizing the Debtor use of cash collateral and
to borrow funds from the Lender through May 31, 2012.

The Debtor's cash collateral use and borrowing authority may be
extended from time to time by agreement of the Lender, the Debtor,
and the Official Committee of Unsecured Creditors without further
order of the Bankruptcy Court pursuant to a mutually agreeable
budget for such extension period.  Alternatively, it may be
extended by agreement of the Debtor and the Lender, without the
concurrence of the Committee, if the Court approves the extension.

In papers filed with the Court, the Debtor says it, the Lender,
and the U.S. Trustee are prepared to enter into a proposed
Stipulation to the motion.  While the parties had expected the
Committee to join in this Stipulation, as of the close of business
on Sept. 28, 2012, the Committee had not indicated its agreement
to the same.

                    About New England Building

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

Chief Judge James B. Haines Jr. presides over the case.  The
Debtor has obtained approval to hire Marcus, Clegg & Mistretta,
P.A., as counsel, and Windsor Associates as financial consultant.
The Official Committee of Unsecured Creditors has obtained
approval to retain Bernstein, Shur, Sawyer, and Nelson, P.A. as
counsel and Spinglass Management Group, LLC as a financial
consultant.

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

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


NEW ENGLAND: Nov. 5 Plan Confirmation Hearing Scheduled
-------------------------------------------------------
On Oct. 1, 2012, the Bankruptcy Court approved the adequacy of the
information contained in the disclosure statement with respect to
New England Building Materials LLC's Second Amended Plan of
Reorganization dated Sept. 28, 2012.  Deadline to submit ballots
is on Oct. 31, 2012, at 5 p.m.  The hearing to consider
confirmation of the Plan is set for Nov. 5, 2012, at 1:30 p.m.

Under the Plan, the Debtor will receive new equity investment in
the aggregate amount of $500,000.  Half of that investment will be
made by members of United Ventures, which is currently the sole
member of the Debtor, while the other $250,000 will be invested by
Olim, LLC.  In addition, the Debtor will, through Olim, obtain a
revolving line of credit with availability in excess of $800,000.

The Debtor will use the proceeds of its new investment, revenues
generated by its operations, the new line of credit, and the
proceeds of causes of action created by the Bankruptcy Code to pay
all of the costs of its Chapter 11 proceedings, all sales tax
obligations owed to state taxing authorities, all unpaid health
care claims incurred pursuant to its prepetition employee health
plan, and to provide a dividend to unsecured creditors, which the
Debtor projects will be in excess of $845,000, or approximately
20% of claims held by unsecured creditors.

Under the Plan, Debtor's primary secured creditor TD Bank, N.A.'s
secured claim of $5,971,317 will be paid in full.  Since the
bankruptcy filing, the amount of the Bank's allowed claims has
been paid down to $961,767 as of Aug. 17, 2012.  It is expected to
be reduced to $800,000 as of the time for confirmation of the
Plan.

The Debtor has scheduled $4.4 million in unsecured claims.  The
holders of allowed general unsecured claims will receive
beneficial interests in the liquidating trust in amounts equal to
the dollar amounts of their claims.

All existing equity interests will be canceled and terminated on
the Effective Date.  On the same date, United Ventures and Olim
will invest the aggregate sum of $500,000 in cash into the Debtor,
and in exchange thereof, United Ventures and Olim will be issued
100% of the membership interests in and to the Debtor, such
membership interests to be deemed fully paid and non-assessable
upon investment of said aggregate sum of $500,000 in accordance
with the Plan.

A copy of the Debtor's Disclosure Statement is available at:

          http://bankrupt.com/misc/newengland.doc457.pdf

                    About New England Building

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

Chief Judge James B. Haines Jr. presides over the case.  The
Debtor has obtained approval to hire Marcus, Clegg & Mistretta,
P.A., as counsel, and Windsor Associates as financial consultant.
The Official Committee of Unsecured Creditors has obtained
approval to retain Bernstein, Shur, Sawyer, and Nelson, P.A. as
counsel and Spinglass Management Group, LLC as a financial
consultant.

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

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


NEW ENGLAND BUILDING: Objects to Committee's Revised Disclosures
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of New England
Building Materials LLC filed with the Bankruptcy Court on Oct. 1,
2012, a disclosure statement in connection with the Committee's
First Amended Plan dated Sept. 24, 2012.

The Committee Plan proposes to finally satisfy all unsecured
claims by: (1) making an initial payment in the amount of $50,000,
subject to a number of potential reductions; (2) assigning the
unsecured creditors the right to pursue certain causing of action
through a liquidating trust, including causes of action against
the Debtor's insiders; and (3) transferring a 50% ownership
interest in the reorganized Debtor to the liquidating trust for
the benefit of unsecured creditors and subject to a purchase
option in favor of Olim, LLC.  The Committee Plan is predicated on
Olim entering into agreements with the liquidating trustee.  While
those agreements are not in place today, the Committee is very
confident that Olim would enter into the agreements if creditors
support the Committee Plan and the Debtor Plan is not confirmed by
the Bankruptcy Court.

Under the Committee Plan, existing ownership interests in the
Debtor will be canceled and they will receive nothing.  Moreover,
United Ventures and the Debtor's directors and officers will
remain liable for all claims and causes of action that the Debtors
and its creditors may have against them, and unsecured creditors
will receive the benefit of any recovery against them.

A copy of the Disclosure Statement for the Committee's First
Amended Plan dated Sept. 24, 2012, is available at:

http://bankrupt.com/misc/newengland.doc465.pdf

The Debtor tells the Court that the Disclosure Statement
explaining the Committee Plan should not be approved because using
it to solicit acceptances would violate both federal and state
law, and it is a grossly misleading and inadequate disclosure of a
securities offering.

According to the Debtor, Section 5 of the Securities Act of 1933
prohibits the offering or selling a security in interstate
commerce unless it is registered.  Debtor says the the Committee
has no intention to comply with said registration requirement.

A copy of the Debtor's objection is available at:

            http://bankrupt.com/misc/newengland.doc468.pdf

                    About New England Building

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

Chief Judge James B. Haines Jr. presides over the case.  The
Debtor has obtained approval to hire Marcus, Clegg & Mistretta,
P.A., as counsel, and Windsor Associates as financial consultant.
The Official Committee of Unsecured Creditors has obtained
approval to retain Bernstein, Shur, Sawyer, and Nelson, P.A. as
counsel and Spinglass Management Group, LLC as a financial
consultant.

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

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


NORTHCORE TECHNOLOGIES: Obtains C$500,000 Loan from Pacific NA
--------------------------------------------------------------
Northcore Technologies Inc. has entered into a loan agreement with
Pacific NA Financial Group Inc.  The secured loan with a principal
amount of C$500,000 has an interest rate of 8% and is payable on
demand.

                   About Northcore Technologies

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

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

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

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


NORTHCORE TECHNOLOGIES: Launches the Shops of Kuklamoo
------------------------------------------------------
Northcore Technologies Inc. has launched the latest offering from
its portfolio company, Kuklamoo.

Through the previously announced acquisition of Envision Online
Media Inc., Northcore has also obtained ownership of Kuklamoo, a
family information Web destination and national deal site.
Kuklamoo provides young families with relevant, current, lifestyle
information and access to high-value deals.  With the opening of
the Shops at Kuklamoo, the range of available products has been
widely expanded and will continue to grow.

There are a significant number of highly desirable niche products
that receive limited exposure to the Canadian family market.  The
Shops at Kuklamoo will bring a curated collection of the most
innovative and exciting merchandise from this segment to its
growing customer base.  In addition, the team will continue to
seek the best new and emerging items to keep its members ahead of
the curve.

"The launch of the Shops of Kuklamoo is an important milestone in
the growth of our family web presence," said Amit Monga, CEO of
Northcore Technologies.  "Our subscribers can look forward to
exclusive access to some great products and our stakeholders can
expect additional developments around our new property in the near
term."

For additional information and to join the Company's exclusive
list for immediate access to its offers, please visit:

                    http://Shops.kuklamoo.com

                   About Northcore Technologies

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

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

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

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


NORTHWEST PARTNERS: Hearing on Turnover Motion Continued to Dec. 5
------------------------------------------------------------------
As reported in the TCR on Aug. 22, 2012, Fannie Mae asked the
Bankruptcy Court to order the turnover or sequestration of its
cash collateral presently held in Northwest Partners' attorney's
trust account.  Fannie Mae alleged that, after receiving default
letters, the Debtor transferred $60,000 of the rents generated by
the property to the Debtor's attorney in violation of the loan
documents.  Fannie Mae said its lien remains attached to the
$60,000 and, as such, those funds are Fannie Mae's cash
collateral.

The Debtor and Fannie Mae have agreed to continue the hearing on
Fannie Mae's motion for turnover or sequestration of its cash
collateral to coincide with the confirmation hearing date, which
has been tentatively been set for Dec. 5, 2012, at 2:00 p.m.

                     About Northwest Partners

Northwest Partners owns the 268-unit Austin Crest Apartment in
Northwest Reno, Nevada.  It filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-53528) on Nov. 17, 2011.  Judge Bruce
T. Beesley oversees the case.  The Debtor scheduled $13,513,361 in
assets and $14,135,158 in liabilities.  The petition was signed by
Robert F. Nielsen, president of IDN I, the Debtor's general
partner.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.  Attoneys at Snell &
Wilmer L.L.P., in Las Vegas, Nev., represent Fannie Mae as
counsel.


PARADISE VALLEY: Files for Chapter 11 in Butte
----------------------------------------------
Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.

Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

James A. Patten, Esq., at Patten, Peterman, Bekkedahl & Green,
PLLC, in Billings, serves as counsel to the Debtor.


PATRIOT COAL: Glancy Binkow Announces Class Action Lawsuit
----------------------------------------------------------
Glancy Binkow & Goldberg LLP disclosed that a class action lawsuit
has been filed in the United States District Court for the Eastern
District of Missouri on behalf of a class consisting of all
purchasers of the securities of Patriot Coal Corporation between
Oct. 21, 2010 and July 6, 2012, inclusive, seeking to pursue
remedies under the Securities Exchange Act of 1934.

Patriot Coal Corporation engages in the mining, production and
sale of thermal coal, primarily to electricity generators in the
eastern United States.  The Complaint alleges that during the
Class Period the Company and certain of its executive officers
misrepresented and/or failed to disclose that: (a) the Company's
internal controls over financial reporting were materially
inadequate; (b) defendants improperly accounted for selenium
treatment facility liabilities at the Company's mines; (c) the
Company's reported financial results were overstated and were not
presented in conformity with GAAP; (d) the Company's business
health was weakening; and (e) as a result of the forgoing, the
Company was headed for bankruptcy and would not survive as a going
concern.

On July 9, 2012, Patriot Coal discloses 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.

No class has yet been certified in the above action.  Until a
class is certified, you are not represented by counsel unless you
retain one.  If you are a member of the above-described Class, you
have certain rights, and have until Nov. 21, 2012 to move for lead
plaintiff status.  To be a member of the class you need not take
any action at this time; you may retain counsel of your choice or
take no action and remain an absent class member.  To learn more,
or if you have any questions concerning this Notice 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 Web site 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.


PEMCO WORLD: Files Plan to Repay Creditors After Sun Capital Sale
-----------------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that aircraft
conversion company Pemco World Air Services Inc. plans to repay
unsecured creditors between 1% and 3% on their claims after
selling its assets earlier this year to a unit of Sun Capital
Partners.

                         About Pemco World

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


PEREGRINE PHARMACEUTICALS: Harwood Feffer Probes Potential Claims
-----------------------------------------------------------------
Harwood Feffer LLP is investigating potential claims against the
board of directors of Peregrine Pharmaceuticals, Inc., concerning
whether the board has breached its fiduciary duties to
shareholders.

Peregrine is a clinical-stage biopharmaceutical company that
develops and manufactures monoclonal antibodies for the treatment
of cancer and viral infections. Peregrine's key product is
bavituximab, an experimental drug for use in the treatment of non-
small cell lung cancer.

On Sept. 24, 2012, Peregrine issued a press release warning of
discrepancies in the results of its mid-stage lung cancer trial
and advising investors that they should not rely on the clinical
data the Company had previously disclosed from its Phase II
bavituximab trial in patients with second-line non-small cell lung
cancer.  On this news, Peregrine's stock trading at $4.23 per
share fell to a close of $1.16 per share on September 24, 2012, a
one-day decline of 78%.

On Sept. 26, 2012, Peregrine filed a Form 8-K with the SEC, which
disclosed that the Company had received a written notice of
default from Oxford Finance LLC with respect to a security
agreement the Company had entered into on Aug. 30, 2012.

According to the Company, the lender deemed the Company's
disclosure on Sept. 24, 2012 to be a material adverse change under
the terms of the loan agreement.  As result, the lender
accelerated the repayment of the loan and demanded repayment in
full for the outstanding amounts.  On this news, Peregrine's stock
declined again, falling $0.55 per share to close at $1.11 per
share on Sept. 27, 2012, a one-day decline of 33%. On Oct. 1,
2012, Peregrine stock closed at $0.86 per share.

Current holders of Peregrine shares may have a claim against the
board for breaches of fiduciary duties, gross mismanagement,
and/or abuse of control.  If you own Peregrine shares and wish to
discuss this matter with us, or have any questions concerning your
rights and interests with regard to this matter, please contact:

         Matthew M. Houston, Esq.
         Christopher J. Safrath
         Harwood Feffer LLP
         488 Madison Avenue New York
         New York 10022
         Tel: (877) 935-7400(212)935-7400
         Email: csafrath@hfesq.com

Harwood Feffer has been representing individual and institutional
investors for many years, serving as lead counsel in numerous
cases in federal and state courts.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PETAQUILLA MINERALS: Moody's Assigns 'Caa1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to
Petaquilla Minerals Ltd. consisting of a Caa1 corporate family
rating ("CFR"), Caa1 probability of default rating, Caa1 senior
secured rating to its proposed $210 million notes, and a
speculative grade liquidity rating of SGL-3, indicating adequate
liquidity. Petaquilla plans to use the net proceeds from the notes
offering to primarily fund the development and expansion of its
mine and mineral exploration properties and repay existing
indebtedness. The ratings outlook is stable.

RATINGS RATIONALE

Petaquilla's Caa1 CFR is constrained by its small scale, lack of
mineral diversity, reliance on a single gold mine in Panama that
has a limited operating history and short reserve life, and the
substantial execution risks associated with its expansion plans in
Spain. The rating also reflects Petaquilla's high pro forma
adjusted leverage (Debt/ EBITDA of about 6.7x) and Moody's
expectation that elevated capital expenditures will cause free
cash flow to remain negative through the 12 to 18 month ratings
horizon. The rating acknowledges the company's good cost position
and high EBIT margins, available pro-forma cash balances to fund
its development plans and Petaquilla's recent positive earnings
trajectory which is likely to continue through next 12 to 18
months.

Pro forma for the transaction, Petaquilla will have adequate
liquidity (represented by the SGL-3 rating), underscored by cash
balances of about $100 million, no meaningful near-term debt
maturities, and lack of financial maintenance covenants.
Countering these factors are the absence of a committed revolving
credit facility and Moody's belief that Petaquilla's capital
spending plans will consume a substantial portion of the company's
cash balances through calendar 2014.

The stable outlook reflects Moody's expectation that gold prices
will remain relatively favorable over the next 12 to 18 months and
that earnings growth driven by increased production will enable
the company to reduce its leverage towards 5x in this time frame.

Upward rating movement is unlikely until Petaquilla successfully
completes its expansion plans and demonstrates that it can
generate positive free cash flow to repay debt. Following this
consideration, the ratings could be upgraded if the company
sustains its adjusted Debt/EBITDA below 5x. The ratings could be
downgraded if gold prices decline sharply, if costs escalate such
that the company sustains adjusted Debt/EBITDA above 7x or if the
company's liquidity was to become inadequate.

The principal methodology used in rating Petaquilla Minerals 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.

Headquartered in Vancouver, British Columbia, Petaquilla Mineral
Ltd. is a gold production and exploration company with one
operating mine in Panama and several exploration properties in
Panama, Spain and Portugal. Revenue for the fiscal year ended
May 31, 2012 was $93 million with about 70 thousand gold
equivalent ounces produced.


PINNACLE AIRLINES: Has Approval to Reject Colgan Airport Leases
---------------------------------------------------------------
Memphis Business Journal reports that Pinnacle Airlines Corp. has
received court approval to reject leases with airports served by
Colgan Air, the company's shuttered subsidiary.

The report notes Pinnacle can drop leases Colgan previously
served, including Washington Dulles, Newark Liberty, and other
airports in Texas, Louisiana, New York, Virginia and Pennsylvania,
according to a Commercial Appeal report.  Colgan Air's leases
covered facilities for ground operations, crew rooms and
maintenance.

The report adds Pinnacle shuttered Colgan Sept. 5 as part of its
plan to eliminate unprofitable contracts.  In August, Pinnacle
reported a net loss of $5.7 million.

                       About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PRO MACH: S&P Says 'B+' Rating on $295MM Debt Facility Unchanged
----------------------------------------------------------------
Standard & Poor's Ratings Services said its issue-level rating on
Loveland, Ohio-based integrated packaging solutions company Pro
Mach Inc.'s credit facility ($50 million revolver due 2016 and
$245 million term loan due 2017) is unchanged. The company is
proposing to add $40 million to its existing $255 million credit
facility, for an aggregate of $295 million. The issue-level rating
on the credit facility is 'B+' and the recovery rating is '3',
indicating our expectations for a substantial (50% to 70%)
recovery for lenders in the event of a payment default. Pro Mach
provides integrated packaging solutions, primarily serving
the food, beverage, household goods, and pharmaceutical end-
markets. The company will use the proceeds to fund several
acquisitions.

"The 'B+' corporate credit rating and stable outlook on Pro Mach
remain unaffected. We expect credit measures to remain somewhat in
line with our expectations for the rating. We believe that over
the next 12 months the company will maintain credit protection
measures in line with our indicative ratios for an 'aggressive'
financial risk profile, including the ratio of total debt to
EBITDA of about 4.0x to 5.0x and funds from operations to debt
of 10% to 15% over the business cycle. Our 'weak' business risk
profile assessment incorporates our view of its participation in a
highly fragmented and competitive packaging industry, and its
relatively narrow scope of operations," S&P said.

RATINGS LIST

Pro Mach Inc.
Corporate Credit Rating         B+/Stable/--
$50 mil revolver due 2016       B+
   Recovery Rating               3
$245 mil term loan due 2017     B+
   Recovery Rating               3


PROGRESSIVE WASTE: S&P Retains 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Progressive Waste Solutions Ltd.'s (PWS;
BB+/Stable/--) proposed refinancing in the amount of US$2.25
billion, comprising a US$1.75 billion revolver and US$500 million
term loan B. "We rate both the revolver and term loan 'BBB-' (one
notch above the corporate credit rating on PWS), with a recovery
rating of '2', indicating our expectation that lenders would
receive substantial (70%-90%) recovery in a default scenario," S&P
said.

"Under the proposed refinancing, PWS will be the borrower of the
new credit facility, which will replace the debt held at its U.S.
(IESI Corp.) and Canadian (BFI Canada) subsidiaries. PWS will now
finance its operations on a consolidated basis as all subsidiary-
level credit facilities will be retired. In addition, the
company's debt maturity schedule will be extended with the new
facility, with the revolver expected to mature in 2017 and term
loan B expected due in 2019," S&P said.

"The refinancing will not affect debt levels and the company's
financial risk profile will remain within our expectations for the
rating," said Standard & Poor's credit analyst Jatinder Mall.

RATINGS LIST
Progressive Waste Solutions Ltd.
Corporate credit rating   BB+/Stable/--

Ratings Assigned
US$1.75 billion revolver         BBB-
Recovery rating                  2
US$500 million term loan B       BBB-
Recovery rating                  2


QUEBECOR MEDIA: Moody's Rates $1-Bil. Sr. Unsecured Notes 'B2'
--------------------------------------------------------------
Moody's Investors Service rated Quebecor Media Inc.'s (QMI) new
$1.0 billion senior unsecured notes B2. As part of the same rating
action, QMI's corporate family rating (CFR) and probability of
default rating (PDR) were downgraded by one notch to Ba3 from Ba2.
At the same time, all rated instruments in the QMI corporate
family were also downgraded by one notch: Videotron Ltee's
(Videotron) senior unsecured notes were downgraded to Ba2 from
Ba1; QMI's senior secured bank credit facility was downgraded to
B1 from Ba3; and QMI's existing senior unsecured notes were
downgraded to B2 from B1. QMI's speculative grade liquidity rating
remains unchanged at SGL-2 (good) and the ratings outlook is
stable.

QMI's new senior unsecured notes are being issued to fund the
purchase of a portion of the minority equity interest held in QMI
by Caisse de dpt et placement du Qubec (CDP). This debt-
financed share repurchase is credit-negative and, with Debt/EBITDA
increasing by 0.8x, causes the ratings downgrades noted above.

As part of the same transaction and as a step in a larger
arrangement by which CDP will monetize its entire QMI investment
position by 2019, CDP also sold shares to QMI's majority owner,
Quebecor Inc. (QI), for the consideration of a 6-year $500 million
convertible subordinated debenture issued by QI. In tandem, these
first steps reduce CDP's ownership interest to approximately 25%
from 45%. Since QI does not have any assets other than its
interest in QMI and depends on dividends from QMI to service its
debts, Moody's includes QI's debts, including the new debenture,
in Moody's ratings assessment. However, since the debenture is a
hybrid that is convertible into equity and Moody's believes there
is also the potential of it being refinanced at QMI, Moody's has
over-ridden the signal provided by its loss given default
methodology and have downgraded all instruments, maintaining their
pre-transaction relationship with QMI's CFR.

The outlook is stable since QMI has stated that it will not
operate beyond company-defined debt-to-EBITDA of 4x and, with
company-defined pro forma leverage of 3.7x (excludes debts at QI),
the small increment limits downside risks. The stable outlook also
reflects Moody's expectation that QMI will maintain solid
liquidity and be free cash flow positive after 2014 as a period of
elevated capital spending ends.

The following summarizes the rating action and QMI's existing
ratings:

  Issuer: Quebecor Media Inc.

   Assignments:

    Senior Unsecured Regular Bond/Debenture, Assigned B2
    (LGD5, 81%)

   Downgrades and other rating actions:

    Corporate Family Rating, Downgraded to Ba3 from Ba2

    Probability of Default Rating, Downgraded to Ba3 from Ba2

    Senior Secured Bank Credit Facility, Downgraded to B1 (LGD4,
    60%) from Ba3 (LGD5, 77%)

    Senior Unsecured Regular Bond/Debenture, Downgraded to B2
    (LGD5, 81%) from B1 (LGD5, 89%)

    Speculative Grade Liquidity Rating, Affirmed at SGL-2

    Outlook, Unchanged at Stable

  Issuer: Videotron Ltee

   Downgrade:

    Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2
    (LGD2, 28%) from Ba1 (LGD3, 38%)

Ratings Rationale

QMI's Ba3 ratings are based on the sustainability and recession-
resistance of the cable-based broadband communications cash flow
of its Videotron subsidiary. Moody's expects consolidated
operating cash flow growth and strong operating margins, and
expect QMI's consolidated Debt/EBITDA to be maintained in the mid-
to-low-4x range over the next two-plus years (incorporating
Moody's adjustments). The rating also draws support from recently
announced guidance that QMI would not exceed company-defined
TD/EBITDA of 4x (which compares to an LTM June 30, 2012 pro forma
measure of 3.7x) as well as a generally solid liquidity profile.
The rating is constrained by elevated capital spending and start-
up losses related to launching a facilities-based wireless
product, fixed-line margin pressure resulting increasing IPTV
competition, secular pressures in the newspaper publishing
business and the potential of shareholder-friendly activities.
Muted general economic conditions in the company's core Quebec
market also limit potential up-side.

Rating Outlook

The outlook is stable since QMI has stated that it will not
operate beyond company-defined debt-to-EBITDA of 4x and, with
company-defined pro forma leverage of 3.7x, the small increment
limits downside risks. The stable outlook also reflects Moody's
expectation that QMI will maintain solid liquidity and be free
cash flow positive after 2014 as a period of elevated capital
spending ends.

What Could Change the Rating - Up

For an upgrade to be considered, it would be preferable that QMI
have a stable business platform with growth expected to come
primarily from organic developments. With that and were TD/EBITDA
expected to be in the sub 3.5x range, FCF/TD over 5%, RCF/TD
maintained in excess of 15%, and (EBITDA-CapEx)/Interest improved
to above 2.25x (incorporating Moody's standard adjustments) - in
all cases on a sustainable basis - a ratings upgrade may be
considered.

What Could Change the Rating - Down

Should TD/EBITDA not decline towards pre-transaction levels (the
June 30, 2012 measure, pro forma for the purchase of shares held
by CDP is approximately 4.5x), FCF/TD be close to break even and
RCF/TD trend towards 10%, in all cases on a sustainable basis, the
ratings may be subject to downwards pressure (incorporating
Moody's standard adjustments). As well, significant debt-financed
acquisition or share buy-back activity or adverse liquidity events
may prompt an adverse ratings adjustment.

The principal methodology used in rating Quebecor Media was the
Global Cable Television Industry Methodology published in July
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.


QUEBECOR MEDIA: S&P Affirms 'BB' CCR on Share Repurchase
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit rating on Montreal-based diversified
communications and media company Quebecor Media Inc. (QMI) and its
related entities.

"This affirmation follows QMI's plans to repurchase for
cancellation C$1 billion of its shares from Caisse de depot et
placement du Quebec," said Standard & Poor's credit analyst Madhav
Hari. "The transaction represents the first phase of Caisse de
depot et placement du Quebec's (CDP; AAA/Stable/A-1+) strategy to
exit from its (45.28%) equity investment in QMI."

"Concurrent with this transaction, QMI parent Quebecor Inc. (not
rated) will purchase C$500 million of QMI shares from CDP, thereby
increasing its equity interest in QMI to 75.36% from 54.72%. We
expect Quebecor Inc. to fund this purchase through a C$500 million
4.125% subordinated convertible debenture due 2018 issued to CDP
that, at Quebecor Inc.'s option, can be converted into shares of
Quebecor Inc. or can be redeemed for cash on or before maturity.
Quebecor Inc.'s issuance of these debentures does not have an
impact on the QMI ratings at present given that, for analytical
purposes, we view these obligations as Quebecor Inc. equity," S&P
said.

"Separately, we are raising our issue-level rating on QMI's senior
secured debt to 'BB-' from 'B+', owing to the revision of the
recovery rating on these obligations to '5' from '6', following
our reassessment of the residual value available to QMI creditors.
The '5' recovery rating indicates our expectation of modest (10%-
30%) recovery in the event of default. We are affirming all other
issue-level ratings at QMI and its wholly owned cable TV
subsidiary Videotron Ltee, and the recovery ratings on these
issues are unchanged. QMI reported consolidated gross debt of
C$4.2 billion at June 30, 2012, including C$253 million of
liability related to cross-currency interest rate swaps," S&P
said.

"The planned C$1 billion share repurchase will weaken QMI's
consolidated adjusted debt-to-trailing 12-month EBITDA ratio to
the low-4.0x area from 3.3x at June 30, 2012, while its adjusted
funds from operations to debt will weaken to about 20% from 26%.
Nevertheless, for now the higher leverage is acceptable to
Standard & Poor's, given that QMI's core cable TV operations
(which provide good revenue and cash flow visibility from a
largely subscription-based business) are performing well and the
company has adequate liquidity. While we do not expect QMI to
reduce debt in the next couple of years (given our assumption of
minimal discretionary free cash flow after dividends, in part
owing to the recapitalization), the company should be able to
maintain an adjusted debt-to-EBITDA ratio in the 4x area while
retaining sufficient flexibility to invest in its cable operations
and thereby defend its market position in cable in addition to
pursuing long-term growth opportunities (such as wireless)," S&P
said.

"The ratings on QMI are based on the credit risk profile of the
company and its consolidated subsidiaries, including wholly owned
Videotron, the largest cable TV provider in Quebec and third-
largest in Canada; and 100%-owned Sun Media Corp. (not rated), the
largest newspaper publisher in Canada. The ratings on Videotron
are equalized with those on parent QMI as per Standard & Poor's
corporate ratings criteria," S&P said.

"The stable outlook reflects our expectation that growth at QMI's
telecommunications operations will more than offset weakness at
the news media segment and that the company should be able to
generate sufficient internal cash flow to fund growth initiatives
while largely protecting its cable customer base against rising
competition. Although debt levels could increase modestly in 2013
to accommodate growth at wireless, we believe that QMI's adjusted
debt-to-EBITDA ratio will not vary materially from the 4x area in
the next couple of years. Consideration for an upgrade will depend
on the company demonstrating that it can sustain an adjusted debt-
to-EBITDA ratio below 3.5x, which appears challenging given our
assumptions, and the potential for additional share repurchases in
the future. We would consider a downgrade should the company
embark on a more aggressive investment strategy or pursue
additional debt-funded share repurchases, which push adjusted debt
leverage to the 4.5x area," S&P said.


R & R ONE STOP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: R & R One Stop Convenience Store, Inc.
        P.O. Box 387
        Central City, IA 52214

Bankruptcy Case No.: 12-01855

Chapter 11 Petition Date: October 1, 2012

Court: U. S. Bankruptcy Court
       Northern District of Iowa (Cedar Rapids)

Judge: Thad J. Collins

Debtor's Counsel: John M. Titler, Esq.
                  HOWES LAW FIRM
                  3200 37th Avenue SW
                  Cedar Rapids, IA 52404
                  Tel: (319) 396-2410
                  E-mail: jtitler@howeslawfirmpc.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ianb12-01855.pdf

The petition was signed by Christopher Hatch, president.


RADIOSHACK CORP: Obtains New $100 Million Term Loan Facility
------------------------------------------------------------
RadioShack Corporation entered into (i) a new term loan credit
agreement with Wells Fargo, National Association, as
administrative agent and collateral agent and (ii) a first
amendment to the Company's Amended and Restated Credit Agreement,
dated as of Aug. 8, 2012, with Bank of America, N.A., as
administrative agent and collateral agent.

The Term Loan Agreement provides for a $100 million, five-year
term loan facility, the proceeds of which were used to pay fees
and expenses in connection with the Term Loan Agreement and will
be used for working capital and general corporate purposes.  The
new term loan matures on Sept. 27, 2017, and once repaid, the
loans under the Term Loan Agreement cannot be reborrowed.

Obligations under the Term Loan Agreement are secured (x) on a
second priority basis by substantially all of the Loan Parties'
inventory, accounts receivable, cash and cash equivalents, and
certain other personal property that secures on a first priority
basis the Loan Parties' obligations under the ABL Credit
Agreement, and (y) on a first priority basis by substantially all
of the Loan Parties' other assets.  Loans under the Term Loan
Agreement bear interest at a rate of 10.0% plus adjusted LIBOR
(with a floor of 1.00%) for the applicable interest period (which
may be one, two or three months).

Voluntary and mandatory prepayments of term loans under the Term
Loan Agreement in amounts in excess of $10 million per year are
subject to prepayment premiums of 5% in year one, 4% in year two,
3% in year three, and 2% in year four.  Beginning with the fiscal
quarter ending Dec. 31, 2014, the term loans are subject to
quarterly amortization payments of $1,667,500.  The Term Loan
Agreement contains customary affirmative and negative covenants
and events of default that are substantially similar to those
contained in the ABL Credit Agreement.

The Amendment effected certain changes to the ABL Credit Agreement
to provide for intercreditor-related provisions in connection with
the Company's entry into the Term Loan Agreement, an availability
block of $45 million under the revolving borrowing base, and
certain obligations with respect to bank product and related
reserves.

A copy of the Term Loan Agreement is available for free at:

                        http://is.gd/cok2Zd

A copy of the First Amendment is available for free at:

                        http://is.gd/BvYLFQ

                          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.


RAMNISH PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Ramnish Properties, Inc.
        58 Sewell Lane
        Marietta, GA 30068

Bankruptcy Case No.: 12-74670

Chapter 11 Petition Date: October 1, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Steven J. Strelzik, Esq.
                  LAW OFFICES OF STEVEN J. STRELZIK, P.C.
                  6 Concourse Parkway, Suite 1920
                  Atlanta, GA 30328
                  Tel: (404) 237-5121
                  Fax: (404) 266-3516
                  E-mail: sstrelzik@sjslawga.com

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

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

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

The petition was signed by Jayu R. Momaya, president.


REAL RESTAURANT: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Debtor: Real Restaurant 220, L.L.C.
        1700 Harvest Circle
        Alpharetta, GA 30004

Bankruptcy Case No.: 12-74701

Chapter 11 Petition Date: October 1, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: John J. McManus, Esq.
                  JOHN J. MCMANUS & ASSOCIATES, P.C.
                  4500 Hugh Howell Road, Suite 510
                  Tucker, GA 30084
                  Tel: (770) 492-1000
                  E-mail: jmcmanus@mcmanus-law.com

Scheduled Assets: $1,700,000

Scheduled Liabilities: $1,348,712

A copy of the Company's list of its 10 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb12-74701.pdf

The petition was signed by Robert E. Forrest, Jr., president.


REGIONS FINANCIAL: Moody's Reviews Ba3 Debt Rating for Upgrade
--------------------------------------------------------------
Moody's Investors Service placed the long-term ratings of Regions
Financial Corporation and its subsidiaries on review for upgrade.
Regions Financial Corporation is rated Ba3 for senior debt and B1
for subordinated debt and its lead operating bank, Regions Bank
has a standalone bank financial strength rating of D+, which maps
to a baseline credit assessment of ba1. The bank's long-term
deposit rating is Ba1 and its rating for senior debt is Ba2. The
standalone bank financial strength rating of D+ was affirmed but
its baseline credit assessment of ba1 was placed under review for
upgrade. The short-term Not-Prime ratings of Regions Financial
Corporation were also affirmed and are not on review.

RATINGS RATIONALE

Moody's stated that in the past eighteen months, Regions has made
much progress in reducing its risk profile by decreasing its asset
concentrations, including in commercial real estate (CRE) and home
equity (HE). Regions' CRE and HE exposures declined 40% and 13%,
respectively from December 31, 2010 to June 30, 2012. The combined
CRE and HE exposure was approximately 2.3 times Moody's adjusted
tangible common equity (TCE) at June 30, 2012, compared to
approximately 3.7 times TCE at December 31, 2010. The rating
agency also stated that these reductions in concentration risk
were coupled with Regions' concerted efforts to strengthen its
internal controls and risk management infrastructure.

Moody's said the review will focus on Regions' prospects in
reducing its level of nonperforming assets (NPAs), including
troubled debt restructurings which are a large portion of Regions'
NPAs. Moody's stated that Regions' NPAs, which include nonaccrual
loans, loans past due 90+ days, OREO, and troubled debt
restructurings remained elevated at 7.3% of loans plus OREO or 48%
TCE plus reserves at June 30, 2012.

The review will also focus on the tactical and strategic
initiatives, such as adding risk in their securities portfolios or
diversifying into other business segments, that Regions may
undertake in order to address earnings pressure in the protracted
low interest rate environment.

Moody's also attached a hybrid (hyb) indicator to the preferred
stock ratings of Regions Asset Management Company, Inc.

The last rating action on Regions was on February 14, 2012 when
the outlook was changed to stable from negative.

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in 2012.

Regions Financial Corporation headquartered in Birmingham,
Alabama, reported total assets of $122 billion at June 30, 2012.

On Review for Possible Upgrade:

  Issuer: AmSouth Bancorporation

    Subordinate Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently B1

  Issuer: AmSouth Bank

    Subordinate Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently Ba3

    Subordinate Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently Ba3

  Issuer: Regions Asset Management Company, Inc.

    Pref. Stock Preferred Stock, Placed on Review for Possible
    Upgrade, currently B1 (hyb)

  Issuer: Regions Bank

     Issuer Rating, Placed on Review for Possible Upgrade,
     currently Ba2

     OSO Rating, Placed on Review for Possible Upgrade, currently
     NP

     Deposit Rating, Placed on Review for Possible Upgrade,
     currently NP

     OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently Ba2

    Multiple Seniority Bank Note Program, Placed on Review for
    Possible Upgrade, currently a range of (P)NP to (P)Ba2

    Multiple Seniority Bank Note Program, Placed on Review for
    Possible Upgrade, currently a range of (P)NP to (P)Ba2

    Subordinate Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently Ba3

    Senior Unsecured Deposit Rating, Placed on Review for
    Possible Upgrade, currently Ba1

  Issuer: Regions Financial Corporation

    Issuer Rating, Placed on Review for Possible Upgrade,
    currently Ba3

    Multiple Seniority Shelf, Placed on Review for Possible
    Upgrade, currently a range of (P)B3, (P)Ba3

    Subordinate Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently B1

    Senior Unsecured Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently Ba3

  Issuer: Regions Financing Trust II

    Pref. Stock Preferred Stock, Placed on Review for Possible
    Upgrade, currently B2

  Issuer: Regions Financing Trust III

    Pref. Stock Preferred Stock, Placed on Review for Possible
    Upgrade, currently B2

  Issuer: Union Planters Bank, National Association

    Subordinate Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently Ba3

  Issuer: Union Planters Preferred Funding Corp.

    Pref. Stock Non-cumulative Preferred Stock, Placed on Review
    for Possible Upgrade, currently B2

Outlook Actions:

  Issuer: AmSouth Bancorporation

    Outlook, Changed To Rating Under Review From Stable

Issuer: AmSouth Bank

    Outlook, Changed To Rating Under Review From Stable

Issuer: Regions Asset Management Company, Inc.

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Regions Bank

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Regions Financial Corporation

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Regions Financing Trust II

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Regions Financing Trust III

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Union Planters Bank, National Association

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Union Planters Preferred Funding Corp.

    Outlook, Changed To Rating Under Review From Stable


RITE AID: Files Form 10-Q, Incurs $38.7MM Loss in Sept. 1 Qtr.
--------------------------------------------------------------
Rite Aid Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $38.76 million on $6.23 billion of revenue for the 13-week
period ended Sept. 1, 2012, compared with a net loss of $92.25
million on $6.27 billion of revenue for the 13-week period ended
Aug. 27, 2011.

For the 26-week period ended Sept. 1, 2012, the Company reported a
net loss of $66.85 million on $12.69 billion of revenue, in
comparison with a net loss of $155.33 million on $12.66 billion of
revenue for the 26-weeks ended Aug. 27, 2011.

The Company's balance sheet at Sept. 1, 2012, showed $6.95 billion
in total assets, $9.59 billion in total liabilities and a $2.64
billion total stockholders' deficit.

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

                        http://is.gd/sR2p05

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

                           *     *     *

In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit
rating.  During that time, Moody's Investors Service also affirmed
its Caa2 Corporate Family Rating, Caa2 Probability of Default
Rating, and SGL-3 Speculative Grade Liquidity rating.

"The ratings reflect our expectation that Camp Hill, Pa.-based
retail drugstore chain Rite Aid Corp.'s financial risk profile
will remain 'highly leveraged', despite improving sales trends,
due to its significant debt," said Standard & Poor's credit
analyst Ana Lai.

Moody's said in February that Rite Aid's Caa2 Corporate Family
Rating reflects its weak credit metrics and unsustainable capital
structure with debt to EBITDA of 8.8 times and EBITA to interest
expense of 0.8 times.  Although Moody's believes that Rite Aid
earnings will benefit from Walgreen's dispute with Express Scripts
as well as from the strong generic pipeline, Moody's anticipates
that lower reimbursement rates will offset some of this positive
earnings pressure.  Thus, Moody's forecasts that Rite Aid's credit
metrics will remain weak.  In addition, Rite Aid faces a tradeoff
between the need to address its sizable 2014 and 2015 debt
maturities against the likelihood that any refinancing will be at
a higher interest rate.  Should Rite Aid successfully refinance
its 2014 and 2015 debt maturities, its borrowing costs will likely
increase further weakening Rite Aid's interest coverage.
Consequently, Moody's is concerned that Rite Aid may choose to
voluntarily restructure its debt over the medium term.


ROOFING SUPPLY: S&P Gives 'B' Rating on $315-Mil. Bank Term Loan B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' issue-level
rating (the same as the corporate credit rating) to RSG's proposed
$315 million seven-year senior secured bank term loan B. "The
recovery rating is '3', indicating our expectation of a meaningful
(50% to 70%) recovery for lenders in the event of a payment
default. At the same time, we affirmed our existing ratings on
RSG, including the 'B' corporate credit rating. The outlook is
stable," S&P said.

"The affirmation of our existing ratings and the assignment of the
'B' issue level rating on the upsized term loan on RSG reflect our
assessment of the company's 'weak' business risk profile and its
'highly leveraged' financial profile," said credit analyst Thomas
Nadramia.

"The outlook is stable. We expect end-market demand for RSG's
products to be relatively flat over the next 12 months because
expected increases in demand are likely to be offset by less storm
activity compared with an unusually active 2011. As a result, we
expect credit metrics to remain in line with a highly leveraged
financial risk profile, with adjusted leverage about 6x for 2012
and improving to about 5.5x or less by the end of 2013. In
addition, we believe liquidity  in terms of cash, availability
under the revolving credit facility, and cash flow from operations
will be more than sufficient to meet the company's seasonal
working capital needs and other obligations," S&P said.

"We could raise the ratings if RSG's operating prospects during
the next several quarters exceed our current expectation due to
stronger-than-expected housing starts and higher roof replacement
volumes because of increased consumer confidence. Under this
scenario, the company's adjusted leverage could trend towards 5x
or below more quickly than we currently anticipate," S&P said.

"Although we think a downgrade is unlikely in the near term, we
could take a negative rating action over the next year  if
liquidity unexpectedly falls due to a large drop-off in revenues
caused by renewed recessionary pressures, which would cause the
company's borrowing availability under its ABL facility to
contract. Specifically, we could take a negative action if total
liquidity was less than $60 million as the company entered its
working capital growth season. We could also lower the rating if
the company pursued an aggressive debt financed acquisition or
dividend policy, causing leverage to exceed 7x," S&P said.


RUDEN MCCLOSKY: Client Wins $4.6-Mil. Verdict in Malpractice Case
-----------------------------------------------------------------
Linda Chiem at Bankruptcy Law360 reports that a Florida state jury
on Monday awarded $4.6 million to a former client of Ruden
McClosky Smith Schuster & Russell PA who brought a legal
malpractice suit after losing $3 million by investing in the
firm's failed in-house investment funds.

After a one-week trial, Bankruptcy Law360 relates, a Broward
County jury determined that Ruden McClosky and former partner
Patrick Moran were professionally negligent and breached their
fiduciary duty for convincing a client to make risky investments
in two funds.

                        About Ruden McClosky

Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally.  It had eight offices in
Florida.  The Ruden firm had 67 attorneys and 148 total employees
on entering Chapter 11.

In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm.  In September 2011, founder
Donald McClosky died after a long battle with cancer.

Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets for $7.6 million to Fort Lauderdale-based Greenspoon
Marder, subject to higher and better offers at an auction.

Judge Raymond B. Ray oversees the case.  Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq., at Berger Singerman, P.A., serve
as the Debtor's counsel.  Development Specialists, Inc., serves as
the Debtor's restructuring advisors.  The Debtor tapped Steven J.
Gutter, P.A., as its special litigation counsel in connection with
collection of accounts receivable, and authorization to settle
accounts receivable claims in the ordinary course of business.

The petition was signed by DSI's Joseph J. Luzinski, who serves as
chief restructuring officer.  Kurtzman Carson Consultants LLC
serves as the Debtor's claims and noticing agent.  In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts.

An official committee of unsecured creditors has been appointed in
the case, and is represented by Segall Gordich, P.A.  The
Committee tapped Soneet Kapila, CPA, and the firm of Kapila &
Company as its financial advisor.

Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is
Jonathan Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.  Counsel to Greenspoon Marder, the proposed purchaser, is R.
Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP.


RYLAND GROUP: Amends Severance, Stock Option Pacts with Execs.
--------------------------------------------------------------
The Board of Directors of The Ryland Group, Inc., and the
Compensation Committee of the Board took actions in response to
questions and comments raised by stockholders in connection with
the Corporation's "say-on-pay" vote received at the 2012 Annual
Meeting of Stockholders.

The Board approved Amendment No. 3 to the Senior Executive
Severance Agreement between the Corporation and its executive
officers.  Amendment No. 3 amends Section 1.8 of the Severance
Agreement to eliminate the "tax gross-up" benefits that previously
provided for a lump sum cash payment to executive officers in the
event they have an "excess parachute payment" that is subject to
the excise tax under Section 4999 of the Internal Revenue Code.
Section 1.8 of the Severance Agreement now provides that an
executive will receive either an "excess parachute payment" and
pay any applicable excise tax or reduce the severance payment such
that no portion of the payments are subject to the excise tax,
depending on which amount results in the executive's receipt of
the greatest amount of net benefits.

The Compensation Committee of the Board approved an amendment to
the Corporation's form of Non-Qualified Stock Option Agreement for
grants made to executive officers in 2012.  In order to encourage
a significant level of appreciation in stockholder value, the 2012
Amended Executive Officer Non-Qualified Stock Option Agreement
adds a condition to the exercisability of stock options which
requires that the stock option may only be exercised if and when
the Corporation's stock price is greater than or equal to 150% of
the grant price.

The Committee also approved the Corporation's 2012 Executive
Officer Long-Term Incentive Plan.  For executive officers of the
Corporation, the LTIP replaces the retention incentive plan in
which they previously participated.  Under the terms of the LTIP,
the Committee granted performance awards to executive officers
contingent upon the achievement of long-term performance goals.

Other actions taken by the Board and Committee include the
following:

  -- The retention of Exequity as an independent compensation
     consultant.

  -- Approval of stock ownership guidelines for its executive
     officers.

  -- Elimination of tax gross-ups the executive officers were
     receiving related to the value of term life insurance
     received under the Corporation's executive life insurance
     plan as well as related to reimbursements for taxes related
     to executive health and fitness costs.

  -- The revision of the peer group of companies used to benchmark
     the Corporation's performance and executive compensation.

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

                        http://is.gd/fr0U3t

                         About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $50.75 million in 2011, a net
loss of $85.14 million in 2010, and a net loss of $162.47 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $1.80 billion
in total assets, $1.32 billion in total liabilities, and
$485.67 million in total equity.

                           *     *     *

Ryland Group carries 'B1' corporate family and probability of
default ratings, with stable outlook, from Moody's.  It has 'BB-'
issuer credit ratings, with stable outlook, from Standard &
Poor's.


SCC SCHERTZ: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: SCC Schertz Partners, LLC
        301 Congress Avenue, Suite 1550
        Austin, TX 78701
        Tel: (512) 329-9947

Bankruptcy Case No.: 12-53066

Chapter 11 Petition Date: October 1, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Lynn H. Butler, Esq.
                  BROWN, MCCARROLL, LLP
                  111 Congress Avenue, Suite 1400
                  Austin, TX 78701
                  Tel: (512) 472-5456
                  Fax: (512) 479-1101
                  E-mail: lbutler@brownmccarroll.com

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

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

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

The petition was signed by Scott A. Deskins, managing partner.


SEALY CORP: FPR Partners Discloses 6.1% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, FPR Partners, LLC, disclosed that as of
Sept. 27, 2012, it beneficially owns 6,302,570 shares of common
stock of Sealy Corporation representing 6.1% of the shares
outstanding.  FPR Partners previously reported beneficial
ownership of 8,855,065 common shares or an 8.8% equity stake as of
May 31, 2012.  A copy of the filing is available for free at:
http://is.gd/r5liFi

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $9.88 million for the 12 months
ended Nov. 27, 2011, and a net loss of $13.74 million during the
prior year.  The Company reported a net loss of $15.20 million
for the three months ended Nov. 27, 2011.

The Company's balance sheet at Aug. 26, 2012, showed $971.51
million in total assets, $1.01 billion in total liabilities,
$12.13 million in redeemable noncontrolling interest and a $52.96
million total stockholders' deficit.

                           *     *      *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SECUREALERT INC: Sapinda Asia Discloses 14.3% Equity Stake
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Sapinda Asia Limited disclosed that as of April 20,
2012, it beneficially owns 97,807,290 shares of common stock of
SecureAlert, Inc., representing 14.3% of the shares outstanding.
A copy of the filing is available at http://is.gd/ZhvqUV

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

In the auditors' report accompanying the consolidated financial
statements for the fiscal year ended Sept. 30, 2011, the Company's
independent auditors expressed substantial doubt about the
Company's ability to continue as a going concern.  Hansen, Barnett
& Maxwell, P.C., in Salt Lake City, Utah, noted that the Company
has incurred losses, negative cash flows from operating activities
and has an accumulated deficit.

The Company's balance sheet at June 30, 2012, showed $22.73
million in total assets, $9.51 million in total liabilities and
$13.21 million in total equity.


SHELF DRILLING: Moody's Rates $475MM Senior Secured Notes 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Shelf Drilling
Holdings, Ltd.'s proposed offering of $475 million senior secured
second lien notes and a Ba1 rating to its $75 million senior
secured first lien term loan. Simultaneously, Moody's assigned a
B1 Corporate Family Rating (CFR) to Shelf Drilling. The rating
outlook is stable. This is the first time that Moody's has rated
Shelf Drilling.

The combined note and term loan proceeds will be used to partially
fund the acquisition of 37 independent-leg cantilever jackup
drilling rigs, one swamp barge and related assets, including
working capital, from Transocean Inc. and certain of its
affiliates (Transocean, Baa3 negative) for an aggregate purchase
price of approximately $1.05 billion. The acquisition is expected
to close in the fourth quarter of 2012, subject to certain
customary conditions.

Issuer: Shelf Drilling Holdings, Ltd.

  Assignments:

     Probability of Default Rating, Assigned B1

     Corporate Family Rating, Assigned B1

    US$75M Senior Secured Bank Credit Facility, Assigned Ba1

    US$75M Senior Secured Bank Credit Facility, Assigned a range
    of LGD1, 07 %

    US$475M Senior Secured Regular Bond/Debenture, Assigned B1

    US$475M Senior Secured Regular Bond/Debenture, Assigned a
    range of LGD4, 57 %

Ratings Rationale

The B1 Corporate Family Rating (CFR) reflects Shelf Drilling's
significant market position as one of the world's largest jackup
rig managers in the offshore drilling industry, global scope of
operation, diversified customer base comprised of national and
international oil companies that tend to have more durable
drilling program and superior capital resources, and meaningful
contract coverage through 2013. The rating also considers the
support agreement with Transocean to receive transitional services
for as long as needed and the significant upfront equity
contributions ($450 million) from its three private equity
sponsors that will provide Shelf Drilling a degree of cushion to
establish itself as an independent operator.

The CFR is held back by Shelf Drilling's exposure to the volatile
jackup drilling sector, short-term nature of its contracts and the
resultant limited revenue and cash flow visibility beyond 2013,
and the above average age of the rig fleet that may entail
substantial future investments to keep the acquired assets
competitive and marketable. The rating also considers the
operational and execution risks inherent in the formation and
management of a large international company with operations in
multiple jurisdictions with varying degree of legal, environmental
and tax requirements, and the potential supply side risks given
the significant number of high specification jackup rigs that are
currently under construction for delivery in 2013 and 2014.

The proposed $475 million secured second lien notes are rated B1.
Given the significant value in the rig package and upfront equity
contribution from the sponsors and the existence of only $75
million of priority-claim first lien debt (the credit agreement
also allows for an incremental $50 million term loan or revolving
facility) in Shelf Drilling's capital structure, Moody's believes
recovery will be higher-than-normal for the second lien lenders in
a default scenario. Hence, Moody's overrode the result produced by
Moody's Loss Given Default Methodology and rated the notes B1, the
same level as the Corporate Family Rating. The B1 note rating
reflects both the overall probability of default of Shelf
Drilling, to which Moody's assigns a PDR of B1, and a loss given
default of LGD4 (57%). The first lien term loan is rated Ba1,
three notches above the CFR, given the significant loss absorption
cushion provided by the notes. Moody's also assumed there will be
tight covenants in the final credit agreement restricting Shelf
Drilling's ability to pay distributions to equity owners and
redeem preferred shares.

Based on Moody's estimates, Shelf Drilling will produce free cash
flow in 2013 and maintain good liquidity. The company's cash
generating assets along with roughly $255 million of cash
(following a fully drawn $75 million term loan facility) at
closing, should sufficiently cover capex, working capital and
start-up costs through 2013. The carve-out for an incremental $50
million term loan or revolving facility would provide additional
liquidity if needed. Despite budgeting for higher capex in the
first year, Shelf Drilling will have some flexibility to cut
expenditures by cancelling the forecasted reactivation of the GSF
Adriatic I rig. However, liquidity needs will grow sharply in 2015
as Transocean's letters of credit, custom bonds and performance
bonds are shifted to Shelf Drilling. Moody's has reviewed only
preliminary draft documentation for the proposed credit facility
and the notes, but do not anticipate any meaningfully restrictive
financial covenants. Moody's assigned ratings are contingent on
review of final legal documentation.

The stable outlook reflects Shelf Drilling's significant contract
coverage, reasonable capital expenditures and good liquidity
through 2013.

Shelf Drilling's ratings are unlikely to be upgraded in 2013 given
its start-up nature under a new management team and private equity
owners. However, positive rating momentum could develop as Shelf
Drilling gains operational independence from Transocean, displays
the ability to market and contract its rigs successfully,
maintains good contract coverage and shows improving earnings
trend. An upgrade is possible if leverage can be sustained below
2.5x.

Weak fleet utilization in a declining dayrate environment or
higher than expected cost inflation would pose the greatest threat
to ratings. If the debt/EBITDA ratio approaches 4x driven by poor
operating results or a leveraging transaction, Shelf Drilling's
ratings could be downgraded.

The principal methodology used in rating Shelf Drilling was the
Global Oilfield Services 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.

Shelf Drilling Holdings, Ltd., incorporated in the Cayman Islands,
is an international shallow water offshore drilling contractor
engaged in the drilling and completion of exploratory and
developmental offshore oil and natural gas wells.


SOUTHERN AIR: Lenders Require Plan Confirmation in 4 Months
-----------------------------------------------------------
Southern Air Holdings Inc. said in court filings that it's
readying a Chapter 11 plan that would give 82.5% of the stock of
the reorganized company to secured lenders in return for debt, and
the remaining 17.5% to current owner Oak Hill Capital Partners LP.

The Debtor would be filing the plan of reorganization and the
accompanying disclosure statement by Oct. 8.

Prepetition the Debtors negotiated with the lenders and Oak Hill
an agreement to support a reorganization plan where secured
lenders will be given $17.5 million in a new secured term loan and
82.5% of the stock of the reorganized Debtor.  Oak Hill will
obtain 17.5% of the new stock, subject to dilution by the equity
payment and management equity.

To the extent that unsecured creditors vote in favor of the Plan,
they will split $2 million in cash in full satisfaction of their
claims.  The class will include claims from termination of
aircraft and real property leases.  Board members include Robert
L. Crandall, former chief executive officer of AMR Corp.

The Plan Support Agreement requires the Debtor to obtain
confirmation of the Plan within 120 days after the Petition Date.

As of the Petition Date, the Debtors employed 611 fulltime
employees.  For the twelve months ended July 31, 2012, unaudited
and consolidated financial statements reflected revenues of
$428.2 million and a net loss of $159.8 million.

As of July 31, 2012, the Debtors' unaudited and consolidated
financial statements reflected assets of $206.9 million and
liabilities of $486.5 million.

The Company is represented by M. Blake Cleary, Esq., at Young,
Conaway, Stargatt & Taylor and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges.  Zolfo Cooper, LLC, is the financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.

                           DIP Financing

The Debtors have negotiated DIP financing with Canadian Imperial
Bank of Commerce, New York Branch, as agent, and other prepetition
lenders.  The DIP credit agreement provides for a superiority
priming new money delayed draw term loan facility in the amount of
$25 million.  The DIP credit agreement further provides a roll-up
of $37.5 million of the prepetition secured debt of the
prepetition lenders that entered into the DIP credit agreement,
and payment or other distribution to the prepetition lenders equal
to 5% of the total equity value of the Debtors.

On Oct. 1, the bankruptcy judge entered an interim order approving
the DIP financing.  The Debtors are authorized to obtain $12.5
million in new money loans in the interim.  A final hearing on the
DIP financing is slated for Oct. 25, 2012 at 1:00 p.m.

The DIP financing is slated to mature 180 days after entry of the
Interim Order.  The DIP financing requires the Debtors to (i)
obtain approval of the Disclosure Statement within 45 days after
filing the document, and (ii) obtain confirmation within 60 days
after the Disclosure Statement is approved.

According to the Plan Support Agreement, on the effective date of
the Plan, the reorganized Debtors would enter into a senior
secured exit facility in the amount of $80 million to pay off
financing for the Chapter 11 case.

                        Boeing 747-200 Aircraft

Southern Air has accelerated the retirement schedules of the less
cost-efficient and less reliable Boeing 747,200 aircraft, and will
cease flying all Boeing 747-200 aircraft by the end of 2012.  The
retirement dictated a reduction in the workforce previously
devoted to the operation and maintenance of these aircraft.  The
downsizing process will continue over the next few months.

The company intends to give up three remaining leased Boeing 747-
200 aircraft by the year's end.  The company will be left with
four leased Boeing 777F aircraft.

The Debtors are seeking approval of a stipulation with the Oak
Hill Entities, in which Southern Air agreed, pursuant to section
1110(a)(2)(A) of the Bankruptcy Code, to perform all of its
obligations under the 777 Leases, without assuming such leases. In
return, the Oak Hill Entities agreed to make certain payments with
respect to the 777 Leases, which will provide additional needed
liquidity to the Debtors during the pendency of their chapter 11
cases.  The OHAA Payments include (i) payments aggregating $10
million (in 12 installments of $833,333), (ii) the use, if
commercially reasonable, of the Oak Hill Entities' $1.925 million
deposit with Boeing to satisfy the Debtors' obligations to Boeing,
(iii) and additional monthly payments totaling $2 million annually
for five years, provided that the Debtors have made the current
monthly payments in accordance with the 777 Leases.

                        About Southern Air

Military cargo airline Southern Air Inc. --
http://www.southernair.com/-- its parent Southern Air Holdings
Inc., and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

In its petition, the Debtors estimated $100 million to $500
million in both assets and debts.  The petition was signed by Jon
E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.


SOUTHERN AIR: Wells Fargo Seeks to Repossess Aircraft
-----------------------------------------------------
Wells Fargo Bank Northwest, National Association, in its capacity
as owner trustee under agreements governing certain of Southern
Air Inc.'s aircraft leases, has asked the Bankruptcy Court to lift
the automatic stay so it may repossess the aircraft.  Wells Fargo
also asked the Court to compel compliance with 11 U.S.C. Sec.
1110(c).

Pursuant to the Lease Agreements and related documents, Wells
Fargo is the Lessor and Southern Air Inc. is the Lessee under two
operating leases, each involving one Boeing 747-400SF aircraft.
Aircastle Investment Holdings 2 Limited, a Bermuda company, is the
beneficial owner of the Aircraft and the owner participant under
the Operative Documents pertaining to each Aircraft.  Aircastle
Advisor LLC is the servicer and administrative agent under the
Operative Documents with respect to each Aircraft and is
authorized to act for the Lessor Parties and direct the exercise
of remedies under the Operative Documents.

The obligations of the Lessee under each Lease are guaranteed
pursuant to a Guaranty, each dated as of the same date as the
respective Lease, executed by Southern Air Holdings, Inc., as
guarantor.

Prior to the Petition Date, as a result of continuing Events of
Default under the Leases, Wells Fargo terminated the Lease Term
and all of the Lessee's rights under the Leases and so notified
the Lessee by letters dated and delivered on Sept. 25, 2012.

Upon delivery of the Lease Termination Notices, all of the
Lessee's rights under the Leases and with respect to the Aircraft
ceased immediately, and from and after Sept. 25, 2012, the Lessee
has had only bare possession of the Aircraft but no right to use
of the Aircraft.

Further, upon delivery of the Lease Termination Notices, the
Leases ceased to be executory contracts that the Lessee could
assume under 11 U.S.C. Section 365, so, to the extent the Lessee's
bare possession of the Aircraft may give rise to the protection of
the automatic stay with respect to acts to obtain possession of
property "from the estate" pursuant to Section 362(a)(3), the
Owner Trustee is entitled to immediate relief from the automatic
stay for cause pursuant to Section 362(d)(1).

The Lessee is continuing to use the Aircraft notwithstanding the
pre-bankruptcy termination of its right to do so, and the Owner
Trustee has filed an adversary proceeding asking for temporary and
permanent injunctions enjoining such use.

According to Wells Fargo, as a result of the termination of the
Lessee's rights under the Leases, the Lessee is left with no
contractual or property rights in the Aircraft and has only bare
possession of the Aircraft.  To the extent, however, that the
Owner Trustee may therefore be stayed from acting to obtain
possession of the Aircraft, cause exists for immediate relief from
the stay because the Lessee's contractual rights under the Leases
were fully and finally terminated prior to the Petition Date, and
the Lessee has no on-going executory contract or continuing lease
that could be assumed under Section 365 and thus has no right to
the continuing protection of the stay.

Wells Fargo said it has sent written demand to the Lessee for the
surrender and return of the Aircraft and the records and documents
related to the Aircraft pursuant to Section 1110(c).  Wells Fargo
said Section 1110(c) imposes affirmative obligations on the Lessee
to "surrender and return" the Aircraft to the Owner Trustee or its
designee, and those affirmative obligations include delivery of
the Aircraft to an acceptable facility, fully assembled, with
engines covered by the Operative Documents installed on the proper
airframes, together with any related equipment comprising part of
the Aircraft under the Operative Documents, followed by an
opportunity for the Owner Trustee or its designee to inspect the
Aircraft.  Section 1110 also imposes the affirmative obligation on
the Lessee to return all records and documents relating to the
Aircraft that are required under the terms of the Operative
Documents to be surrendered or returned in connection with the
surrender or return of the Aircraft.

To the extent the Lessee has continued to use either Aircraft,
Wells Fargo said the Lessor Parties are entitled to adequate
protection of their interest in that Aircraft pursuant to the
provisions of Section 363(e) and 361 of the Bankruptcy Code.

Attorneys for Aircastle Advisor LLC and Wells Fargo Bank
Northwest, National Association, not in its individual capacity
but solely as Owner Trustee, are:

     John D. Demmy, Esq.
     STEVENS & LEE, P.C.
     1105 North Market Street, 7th Floor
     Wilmington, DE 19801
     Telephone: (302) 425-3308
     E-mail: jdd@stevenslee.com

          - and -

     James H. Rollins, Esq.
     HOLLAND & KNIGHT LLP
     1201 West Peachtree Street, N. E.
     One Atlantic Center, Suite 200
     Atlanta, GA 30309
     Telephone: (302) 425-3308
     Email: jim.rollins@hklaw.com

                        About Southern Air

Military cargo airline Southern Air Inc. --
http://www.southernair.com/-- its parent Southern Air Holdings
Inc., and their affiliated entities filed for Chapter  11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to 12-
12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

In its petition, the Debtors estimated $100 million to $500
million in both assets and debts.  The petition was signed by Jon
E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.


SOUTHERN GRAPHICS: Moody's Rates $35MM Delayed Draw Term Loan B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Southern
Graphics Inc.'s proposed $35 million delayed drawn term loan, and
affirmed all other ratings assigned on September 24. This action
was prompted by changes in the structure of the proposed secondary
buyout transaction. The rating outlook is stable.

The company plans to increase its proposed senior unsecured notes
to $210 million (from $200 million), decrease its proposed senior
secured term loan to $365 million (from $375 million), and add a
new $35 million delayed draw term loan. The delayed draw term loan
is expected to fund the strategic acquisition of a regional
graphic services pre-press provider that is currently under an
exclusive letter of intent. Moody's anticipates that adjusted
financial leverage would remain in the low 6 times Debt/EBITDA
based on the expected contribution of the business and, given
Southern Graphics' demonstrated track record of integrating
similar acquisitions, the potential increase in debt does not
impact the B2 Corporate Family Rating ("CFR").

The actions:

  Issuer: Southern Graphics Inc.

     Corporate Family Rating, Affirmed B2

     Probability of Default Rating, Affirmed B2

     $75 million Senior Secured Revolving Credit Facility due
     2017, Affirmed B1 (LGD3 34%)

     $365 million Senior Secured Term Loan B due 2019, Affirmed
     B1 (LGD3 34%)

     $35 million Senior Secured Delayed Draw Term Loan B due
     2019, Assigned B1 (LGD3 34%)

     $210 million Senior Unsecured Notes due 2020, Affirmed Caa1
     (LGD5 87%)

Outlook, Stable

The assigned ratings are subject to Moody's review of final terms
and conditions of the proposed transaction, which is expected to
close in the fourth quarter.

RATINGS RATIONALE

The B2 CFR is principally constrained by a highly leveraged
balance sheet and event risks that could limit improvement in
these metrics in the near-term. Financial leverage and interest
coverage are somewhat weak for the rating category, but offset by
a strong track record of stable earnings performance and Moody's
expectations for free cash flow-to-debt in the low-to-mid single
digit range. The rating incorporates tolerance for SGS to continue
to pursue an acquisition-based growth strategy within the highly-
fragmented graphic services market, as supported by expected
revolving credit capacity in excess of operating needs and minimal
financial maintenance covenants in the proposed credit agreement.
The rating also reflects concerns related to the company's small
scale, geographic concentration, product concentration, and
limited organic growth prospects. Notwithstanding these risks, the
rating anticipates relatively stable EBITDA generation through
economic cycles driven by the company's strong market position,
long-standing customer relationships with major consumer product
companies, and a variable cost structure. Good liquidity also
supports the rating, including an undrawn $75 million revolver.

The stable rating outlook anticipates continued stable operating
performance and good liquidity. Moody's could upgrade the ratings
with expectations for financial leverage sustained below 4.5
times, interest coverage sustained above 2.5 times, and free cash
flow sustained above 10% of debt, though the company's ability to
pursue shareholder returns or debt-funded acquisitions outside the
boundaries of these metrics would be taken into consideration in
the context of any positive action. Conversely, Moody's could
downgrade the ratings with expectations for financial leverage
above 6.5 times, deterioration in interest coverage toward 1.25
times, or free cash flow of less than 2% of debt. Deterioration in
liquidity, an accelerating pace or expanding size of debt-funded
acquisitions, or evidence of an increasingly competitive business
environment could also have negative rating implications.

The principal methodology used in rating Southern Graphics was the
Global Business & Consumer Service Industry Rating Methodology
published in October 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.

Onex Corporation is acquiring Southern Graphics, Inc., a holding
company of SGS International, Inc., in a transaction expected to
close in the fourth quarter of 2012. Court Square Capital Partners
has owned SGS International since 2005 and will exit following the
completion of the transaction.

SGS International, Inc., headquartered in Louisville, Kentucky, is
a global leader in the digital imaging and communication industry,
offering design-to-print graphic services to the international
consumer products packaging market. The company offers a full
spectrum of digital solutions that streamline the capture,
management, execution and distribution of graphics information.
Customers in food and beverage end markets account for the
majority of sales, followed by customers in personal care,
household products, retail sectors. SGS generated approximately
$389 million of revenue in the twelve months ended June 30, 2012.


ST. JOSEPH HEALTH: Fitch Affirms Junk Rating on $17MM Series Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'CCC' rating on the $17.1 million
series 1999 bonds issued by the Rhode Island Health and
Educational Building Corporation, on behalf of St. Joseph Health
Services of Rhode Island (SJHS).

SECURITY

The bonds are secured by a pledge of SJHS gross receipts, real
estate, and debt service reserve fund.

KEY RATING DRIVERS

WEAK FINANCIAL PROFILE: SJHS's financial profile is characterized
by continued operating losses, extremely low liquidity, and
inadequate debt service coverage. However, debt service payments
continue to be paid on time.

POOR UTILIZATION TRENDS: Through July 31, 2012 (10-month interim;
unaudited), SJHS's inpatient admissions continued to decline,
totaling 4,430, which is down from 4,832 in the prior year.
Further, inpatient surgeries and emergency department visits
continued to drop from prior year levels.

WEAK SERVICE AREA CHARACTERISTICS: Located in North Providence,
Rhode Island, SJHS' service area is challenged by high
unemployment, stagnant population growth, and below-average wealth
indicators.

LIGHT DEBT BURDEN: SJHS has a relatively light debt burden as
maximum annual debt service (MADS; $2.6 million) represented 1.7%
of total annualized revenues through the July interim period.

STRATEGIC PARTNERSHIP: SJHS and CharterCARE Health Partners
affiliates (CharterCARE) are in the process of selecting and
forming a strategic partnership.  Fitch expects CharterCARE to
recommend a partner to its board for affiliation over the next
several weeks.  Once finalized, Fitch will review the
affiliation's credit impact on SJHS.

CREDIT PROFILE

The rating affirmation at 'CCC' reflects SJHS's weak financial
position, declining utilization trends, and unfavorable service
area characteristics.  Ten months through fiscal 2012 (unaudited),
SJHS recorded a $5.1 million loss from operations, which
translated into a negative 4.0% operating margin and 0.5%
operating EBITDA margin.  Although improved from fiscal 2011's
negative 7.5% operating margin and negative 2.9% operating EBITDA
margins, SJHS's profitability metrics still compare negatively
against Fitch's 'Below Investment Grade' medians of 1.7% and 3.8%,
respectively.

Through the same period, SJHS had very low liquidity as measured
by 10 days cash on hand (DCOH), a 1.5x cushion ratio, and 22% cash
to debt.  Fitch views SJHS's liquidity as extremely low, leaving
the organization with no financial cushion.

Using a MADS of $2.6 million, SJHS had very low MADS coverage of
0.3x through July 2012.  As a result of violating the annual debt
service coverage covenant in fiscal 2011, management entered into
a forbearance agreement with the bond trustee on March 23, 2012
for the debt service covenant violation.  Under the forbearance
agreement, SJHS is required to make monthly principal and interest
payments to a debt service reserve.  Timely debt service payments
have been made to date and a debt service reserve fund remains
fully intact.  Management is currently engaging FTI Consultants to
make various operational improvements relating to revenue cycle,
productivity, and supply chain savings.

Overall, the main driver behind SJHS's continued poor performance
is the weak service area.  A softened local service area economy
is a drag on the organization's financial performance and
management expects this trend to continue over the near term.

SJHS has a very conservative debt profile with 100% fixed-rate
bonds and no outstanding swaps.

SJHS is located in Rhode Island.  The organization operates a 359-
bed acute care general hospital and integrated network of primary
care and specialty clinics.  In fiscal 2011, SJHS had $157.2
million in total revenue.  SJHS covenants only to disclose annual
audited financial information to EMMA.


SWIFT ENERGY: Moody's Rates $150-Mil. Sr. Unsecured Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Swift Energy
Company's (Swift) proposed offering of $150 million senior
unsecured notes due 2022. The B2 Corporate Family Rating (CFR) and
positive outlook are not affected by this action. The notes will
be an add on to the company's 7.875% senior notes due 2022 and
will be part of the same series of debt securities. Proceeds of
the offering will be used to repay outstanding borrowings under
Swift's secured revolving credit facility, for capital
expenditures and general corporate purposes.

"The notes offering will provide further liquidity to Swift's
investment in the growth of its production and proved reserves
while maintaining a modestly levered financial profile," commented
Andrew Brooks, Moody's Vice President. "Through the focused
development of its oil and liquids-rich reserve base, the company
is solidifying its reversal of past years' negative trends in
production and reserve growth."

Moody's current ratings on Swift Energy Company are:

Corporate Family Rating of B2

Probability of Default Rating of B2

Senior Unsecured Rating of B3, LGD4, 62%

Speculative Grade Liquidity Rating of SGL-3

RATINGS RATIONALE

The B3 senior unsecured notes rating reflects both the overall
probability of default of Swift, to which Moody's assigns a PDR of
B2, and a loss given default of LGD4 (62%). Swift's senior
unsecured notes are subordinate to its $300 million secured
revolving credit facility's potential priority claim to the
company's assets. The size of the potential senior secured claims
relative to Swift's outstanding senior unsecured notes results in
the notes being rated one-notch below the B2 CFR under moody's
Loss Given Default methodology.

Swift Energy's B2 CFR reflects its scale in terms of production
and proved reserves, a balanced production profile with liquids
growing to greater than 50% of the total, declining finding and
development (F&D) costs, and its relatively stable debt leverage.
Three consecutive years of declining production aggregating 31%
was reversed in 2011 with a 26% rebound to 28,840 Boe per day,
accompanied by a 20% increase in proved reserves to 159.6 million
BOE. These gains reflect significantly improved capital
productivity as the company more efficiently exploited its US Gulf
Coast resource base. Another 14%-20% increase in production and a
15%-20% increase in proved reserves are expected in 2012.

Swift Energy operates in three core Texas-Louisiana producing
regions; its principal focus is the Olmos formation and the
liquids-rich Eagle Ford Shale in South Texas, which represented
78% and 56%, respectively of 2011's total proved reserves and
production. The company is guiding full year 2012 capital spending
in a range of $675-$700 million, driving continuing production
gains, which were up 10.5% in 2012's second quarter. Approximately
60% of 2012's spending will be allocated to continuing Eagle Ford
development.

Swift Energy Company is an independent E&P company headquartered
in Houston, Texas.

The principal methodology used in rating Swift Energy 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.


THINKFILM LLC: Aramid to Dodge Claims in Loan Suit
--------------------------------------------------
Zach Winnick at Bankruptcy Law360 reports that Los Angeles
Superior Court Judge Michael P. Linfield tentatively dismissed
film financier David Bergstein's contract and fiduciary duty
claims Tuesday seeking to hold Aramid Entertainment Fund Ltd.
liable for wrongdoing by his former attorney, saying allegations
Aramid improperly recruited the lawyer for a bankruptcy fight are
preempted by federal law.

                        About Thinkfilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


TURNKEY E&P CORP: Court Approves, Cuts Looper Reed's Fees
---------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul granted Looper Reed & McGraw,
P.C., the former counsel to Turnkey E&P Corporation, $485,087.75
in fees and $37,730.99 in expenses.  Looper Reed, the Debtor's
counsel from the petition date through the date of appointment of
the Chapter 11 Trustee, sought final allowance of $718,544.50 in
fees, and $37,730.99 in expenses, for services rendered during the
period from Nov. 17, 2008 through Nov. 20, 2009.

The case was initially assigned to Bankruptcy Judge Wesley W.
Steen.  The case was reassigned to Bankruptcy Judge Letitia Z.
Paul on Jan. 17, 2011, roughly seven months after the case was
converted to Chapter 7.

The Chapter 7 Trustee objected to the fee application, on grounds
the firm's "services provided little or no identifiable, tangible,
and material benefit" to the bankruptcy estate.  Trustee asserts
that the fees and expenses requested by Applicant, over and above
the amount of interim post-petition payments received from Debtor,
should be denied.

The firm has received $445,483.55 from the bankruptcy estate.

A copy of the Court's Oct. 1, 2012 Memorandum Opinion is available
at http://is.gd/Sdd8QPfrom Leagle.com.

Turnkey E&P Corporation, an oil and gas exploration company,
filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No.
08-37358) on Nov. 17, 2008.  The Debtor had oil and gas properties
located in Texas, Louisiana, and Wyoming, and also had four
specialized casing drilling rigs.  By order entered on Nov. 16,
2009, the Court directed appointment of a Chapter 11 Trustee.
Elizabeth M. Guffy was appointed as the Chapter 11 Trustee on Nov.
20, 2009. On the Trustee's motion, the case was converted to
Chapter 7 by order entered on June 7, 2010.  Ms. Guffy remained as
Chapter 7 Trustee after conversion of the case to Chapter 7.

On May 15, 2009, the Debtor filed a plan and disclosure statement.
The plan generally contemplated the sale of the Debtor's drilling
rigs and the Debtor's oil and gas properties, and the use of the
sale proceeds to pay claims.

The plan reflected, with respect to the rigs, that the Debtor was
negotiating a joint venture agreement with Centex Global Energy,
L.P., which included a sale of the drilling rigs.  At the time the
Debtor filed the plan, the Debtor had not reached an agreement
with Centex.  Neither the joint venture with Centex nor the later
proposed lease to Mexico-based Administradora En Proyectos De
Campos S.A. De C.V. took place, and MCP Funding I, LLC, which
holds a $10,289,000 claim secured by four rigs and by a $1 million
certificate of deposit, MCP proceeded with foreclosure of the
rigs.

With respect to the oil and gas properties, the plan provided that
the Debtor contemplated supplementing the plan with a proposed
transaction.  The Debtor filed a motion for approval of bidding
procedures, bidding procedures were adopted, and a bid was
received, but the Debtor determined not to present the bid to the
court for approval.

The disclosure statement was set for a hearing on June 30, 2009.
The hearing was canceled, by order entered on June 24, 2009, after
the Debtor advised the Court that the disclosure statement was not
ripe for approval.  There was no further plan filed by the Debtor.


UNITED CONTINENTAL: Moody's Affirms 'B2' CFR/PDR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service affirmed all of its debt ratings
including the B2 Corporate Family and B2 Probability of Default
ratings assigned to United Continental Holdings, Inc. ("UAL") and
to its subsidiaries, Continental Airlines, Inc. ("CAL") and United
Air Lines, Inc. ("United"). Moody's upgraded to B2 from B3 the
rating on the 12% second lien notes of United due November 2013,
and transferred the SGL-2 Speculative Grade Liquidity ("SGL")
Rating to UAL from United. The outlook is stable.

Ratings Rationale

The upgrade of the rating on United's second lien notes reflects
changes to the Loss Given Default waterfall such that unsecured
debt and unsecured claims now account for an increasing proportion
of the total obligations modeled therein, resulting in the up-
notching of the rating on the second lien obligation. UAL has been
paying down secured debt, including the maturity in July 2012 of
United's 12.75% senior secured notes and other secured financings.

The affirmation of the B2 Corporate Family and Probability of
Default ratings considers the company's good liquidity,
competitive market position and supportive credit metrics. The
corporate ratings reflect Moody's belief that the combined group
can sustain its current credit profile beyond 2012 notwithstanding
1) potential pressure on operating earnings should demand weaken
and 2) anticipated negative free cash flow generation because of
higher capital expenditures for new aircraft.

The SGL-2 Speculative Grade Liquidity rating signifies good
liquidity. UAL reported unrestricted cash and cash equivalents of
$7.7 billion at June 30, 2012. Free cash flow was positive for the
last 12 months to June 30, 2012. Increased spending on new
aircraft, particularly at CAL, could pressure free cash flow
generation in upcoming years. However, Moody's anticipates that
the company will continue to tap the capital markets, including
Enhanced Equipment Trust Certificates, to finance its order book,
which stands at over $18 billion for deliveries scheduled through
2022. United and CAL are co-borrowers on a $500 million revolving
credit facility due January 30, 2015, which UAL guarantees. UAL
manages the treasury function on a consolidated basis. With the
conversion to a single reservation system this past March, tickets
are now issued only by United, who reimburses CAL through inter-
company transactions for passengers flown on its aircraft. The
large decline in operating cash flow that Continental reported for
the first six months of 2012 results from the transfer of its
frequent flyer program deferred revenue to United as well as the
wind down of its air traffic liability for tickets sold and not
yet flown, since all tickets are now issued by United. The
companies maintain sufficient cushion with covenants of the
revolving credit facility and are building a base of unencumbered
assets as an alternate source of liquidity.

The stable outlook reflects Moody's belief that the current credit
profile can withstand the effects of potentially softer passenger
demand in upcoming quarters. The large cash balance provides
sufficient cushion to fund integration costs, potential cash
collateral for fuel hedges and debt maturities in the event cash
flow from operations was to significantly decline. The stable
outlook also anticipates ongoing capacity discipline by UAL, and
the industry, and vigilance in controlling non-fuel costs by UAL;
each of which should help mitigate pressure on earnings during
periods of declining passenger counts. Reaching joint collective
bargaining agreements with labor groups would help reduce
financial and operating risks going forward, as the financial
effects of new wage rates and work rules would become known.

Following substantial completion of the integration of the airline
operations, sustained stronger credit metrics such as Funds from
operations + interest to interest of at least 3.0 times, Debt to
EBITDA below 5.5 times and or Free Cash Flow to Debt of at least
4% could positively pressure the ratings. The ratings could face
downwards pressure if the company is unable to maintain its EBIT
margin above 5% while its cost of jet fuel surpassed $3.40 per
gallon or if aggregate liquidity including cash and availability
on revolving credit facilities was sustained below $4.0 billion.
Sustained negative free cash flow generation, Debt to EBITDA of
more than 7.0 times or Funds from operations + interest to
interest of below 2.0 times could also lead to a negative rating
action.

The principal methodology used in rating UCH was the Global
Passenger Airlines Industry Methodology published in May 2012 and
Enhanced Equipment Trust And Equipment Trust Certificates Industry
Methodology published in December 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate an average of 5,574 flights a
day to 377 airports on six continents from their hubs in Chicago,
Cleveland, Denver, Guam, Houston, Los Angeles, New York/Newark
Liberty, San Francisco, Tokyo and Washington, D.C.


UNIVERSITY GENERAL: Obtains $19-Mil. Line of Credit from Midcap
---------------------------------------------------------------
University General Health System, Inc., has entered into a $19
million Financing Agreement with MidCap Financial, LLC.  The
agreement allowed the Company to refinance certain existing debt,
while eliminating certain tax liabilities and other bank debt.

The structure of the MidCap Agreement includes a line of credit
for $15 million, which can be increased to $25 million under
certain circumstances, and a $4 million term note.  Following the
closing of the transaction on Sept. 28, 2012, the Company accessed
approximately $12.3 million of the $15 million line of credit and
the proceeds from the $4 million term note.

Coincident with the closing of the MidCap transaction, the
Company's wholly-owned subsidiaries, University General Hospital
and University Hospital Systems, repaid $9 million of borrowings
with Amegy Bank.

"We are very pleased to announce these transactions, which will
provide a number of significant financial benefits to our
Company," stated Donald Sapaugh, President of University General
Health System, Inc.  "We estimate that the cumulative impact of
the MidCap and Amegy Bank agreements will result in an improvement
in working capital of approximately $15 million over a three-year
period, along with interest and other expense savings of
approximately $3.1 million in the first year and approximately
$0.8 in annual savings thereafter.  In addition, the Company's
balance sheet will reflect an improvement in its current ratio
from 0.32 to 0.68 as a result of the transactions and agreements."

"The MidCap Agreement represents a growing confidence in our
strategic plan and continued positive operating performance within
the financial community," stated Hassan Chahadeh, MD, Chairman and
Chief Executive Officer of University General Health System, Inc.
"Since becoming a publicly-traded company, we have focused on
transactions that are accretive to our strategic plan, increase
the equity on our balance sheet, improve our operational
performance, and/or refinance our existing debt."

"The execution of the transactions with MidCap and Amegy Bank
represent significant achievements that strengthen our balance
sheet and will provide us with the liquidity needed to execute our
plan.  We are grateful for the support of, and look forward to a
long-standing relationship with, MidCap Financial," concluded Dr.
Chahadeh.

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at June 30, 2012, showed $127.52
million in total assets, $113.46 million in total liabilities and
$14.05 million in total equity.


UNIVERSITY GENERAL: To Amend 2010 Form 10-K for Accounting Errors
-----------------------------------------------------------------
The Board of Directors of University General Health System, Inc.,
upon the recommendation of management, concluded on April 12,
2012, that the previously issued combined financial statements for
the year ended Dec. 31, 2010, should not be relied upon because of
errors in accounting for contractual reserves for accounts
receivables and provision for doubtful accounts.  The correction
of these errors resulted in restatements of its previously
reported combined financial statements as of and for the year
ended Dec. 31, 2010, and to its accumulated deficit at Dec. 31,
2009.

The corrections resulted from improper application of the net
patient revenues and contractual reserves for accounts receivable.
The Company had erroneously recorded net patient revenues which
included cash collections that were due back to payors.  As of
Dec. 31, 2009, there was approximately $3 million of cash received
was due back to payors due to over payments or other factors.
This error resulted in the overstatement of net patient revenues
and understatement of net loss by $3 million for periods prior to
2009.

Additionally, the Company believes additional provision for
doubtful accounts of $0.5 million was necessary for 2010 to
recognize additional reserves in certain payor categories which
were not considered at Dec. 31, 2010.  To correct these errors,
the Company adjusted accumulated deficit and accounts receivable
by $3.5 million at Dec. 31, 2010, and recorded an increase in
provision for doubtful accounts of $0.5 million for 2010.  The
Company also adjusted accumulated deficit by $3 million at
Dec. 31, 2009.

The Board and the management have discussed these matters with
Moss, Krusick & Associates, LLC, the Company's independent
registered public accounting firm.

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operateS one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at June 30, 2012, showed $127.52
million in total assets, $113.46 million in total liabilities and
$14.05 million in total equity.


VANGUARD NATURAL: S&P Retains 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said Vanguard Natural Resources
LLC is offering a $200 million add-on to the existing $350 million
senior unsecured notes due 2020. "This add-on will not affect our
'B-' rating and our '5' recovery rating on the notes. This brings
the new total on the unsecured notes to $550 million. The issue
rating on the senior unsecured notes is one notch lower than the
corporate credit rating and the recovery rating indicates our
expectation for a modest (10% to 30%) recovery in the event of a
payment default," S&P said.

RATINGS LIST
Vanguard Natural Resources LLC
Corporate credit rating          B/Stable/--
$550 mil sr unsecd nts           B-
  Recovery rating                 5


VANTAGE DRILLING: S&P Affirms 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based offshore drilling company Vantage Drilling Co. to stable
from positive. "At the same time, we affirmed the 'B-' corporate
credit rating on the company," S&P said.

We also assigned a 'B-' issue rating (the same as the corporate
credit rating) to the proposed senior secured debt offering from
Offshore Group Investment Ltd. (OGIL), which is a subsidiary of
Vantage. We assigned a '3' recovery rating to this debt,
indicating expectations of meaningful (50% to 70%) recovery in the
event of a payment default," S&P said.

"We revised the outlook to stable to reflect Vantage's increased
leverage following the proposed debt offering, which the company
plans to use to repay existing debt, fund a delivery payment due
next year for its Tungsten Explorer drillship, for general
corporate purposes, and for fees and other expenses," said
Standard & Poor's credit analyst Marc D. Bromberg. "Pro forma for
the offering and inclusive of adjustments for operating leases and
accrued interest, we project that debt will total nearly $3
billion. As a result, the company's leverage measures will be very
aggressive, averaging approximately 7.5x next year and between
6.5x and 7x in 2014," S&P said.

"The outlook is stable. We expect that Vantage will continue to
successfully recontract its jackup rigs at favorable market rates
and that it will contract its Tungsten Explorer drillship prior to
its delivery in mid-2013. We expect that Vantage will add
additional rigs going forward, but the current outlook reflects
our view that it will maintain adequate liquidity. We could
downgrade the company if liquidity deteriorates, which could occur
if its rigs encounter unexpected downtime or if day rates weaken
significantly. An upgrade to 'B' will require run rate leverage
below 6x. Given Vantage's very aggressive debt balance, we do not
expect to raise the rating in the near future," S&P said.


VIEWPOINT INN: Assets on the Auction Block
------------------------------------------
KPTV, citing a local real estate agent and a listing on
ListSource.com, reports the Viewpoint Inn was scheduled to be
auction off on Oct. 4, 2012, in Portland.  The auction was to be
held at the Multnomah County Courthouse, 1021 SW Fourth Ave.

The report says co-owner Geoff Thompson filed for Chapter 11
bankruptcy in June 2011.  A judge has placed the property in
Chapter 7 bankruptcy.

The report notes a court-appointed trustee then determined the
property was "burdensome to the state" and filed a motion to
abandon it.  A judge granted that motion in late September 2011,
which included the building and adjacent parking area.

The report says state documents showed the owners owed $150,000 in
back wages and penalties.


VITRO SAB: Appeals Court to Enforce Bankruptcy Plan
---------------------------------------------------
Carla Main, substituting for Bloomberg bankruptcy columnist Bill
Rochelle, reports that Vitro SAB, the Mexican glassmaker seeking
to salvage its restructuring, urged an appeals court to enforce
its bankruptcy plan in the U.S. over opposition from hedge fund
Elliott Management Corp. and other creditors.

According to the report, Vitro is facing "legal chaos" with a
bankruptcy plan that's valid in Mexico and unenforceable in the
U.S., Vitro attorney Andrew Leblanc told the U.S. Court of Appeals
in New Orleans Oct. 3.  "Vitro would be crippled in the United
States" if a bankruptcy judge's decision that denied enforcement
of the plan in the U.S. is upheld, Atty. Leblanc said.  The case
came directly to the appeals court following a victory in
bankruptcy court by Elliott and other holders of some of Vitro's
$1.2 billion in defaulted bonds. U.S. Bankruptcy Judge Harlin Hale
in Dallas ruled in June that the Mexican plan was "manifestly
contrary" to U.S. policy because it reduced the liability of non-
bankrupt Vitro units on the bonds.  A panel of three appeals court
judges heard the case.

The report relates that in a U.S. bankruptcy, third-party releases
are permissible only under "very narrow circumstances," Circuit
Judge Carolyn King said during Wednesday's hearing.  We "don't
have that here," she said.  She also said the U.S. bondholders
understood the risk when they bought bonds in a company that could
go bankrupt in Mexico.  Vitro, which makes glass containers and
car windshields, defaulted on $1.5 billion of debt in 2009,
including $1.2 billion of bonds, after construction and auto-glass
sales plunged during the U.S.'s worst recession since the 1930s.
The company also incurred $340 million of derivative losses from
bad bets on natural gas prices and currencies.

The report notes that after winning approval for its
reorganization plan in Mexico, Vitro asked Judge Hale to enforce
the plan in the U.S. under Chapter 15 of U.S. bankruptcy law and
block litigation by bondholders, including Aurelius Capital
Management, that have fought to collect on the defaulted debt.

The report relays that Judge Hale faulted the plan for
extinguishing the claims of bondholders against Vitro units that
guaranteed the debt, even though the units aren't in bankruptcy.

According to Bloomberg, Judge Hale said in his ruling that
enforcing the plan in the U.S. "would create precedent without any
seeming bounds."

The report relates Atty. G. Eric Brunstad Jr., a lawyer for the
bondholders, said the Vitro units need only file for bankruptcy to
halt collection efforts on the bonds.  "There would be chaos, but
the subsidiaries would do what they should have done -- file for
bankruptcy," Atty. Brunstad said.

The report also notes Atty. Leblanc, of law firm Milbank, Tweed,
Hadley & McCloy LLP, said there was no violation of U.S. policy
because a majority of unsecured creditors voted for the plan
reducing the units' debt.  The bankruptcy judge determined that
the procedure in Mexico was fair and without corruption, he added.

The Bloomberg report discloses that even if Vitro wins the appeal
argued Oct. 3, the company still must deal with a separate defeat
in August when a U.S. district judge in Dallas ruled that 10 Vitro
units should have been thrown into bankruptcy involuntarily.

The appeal is Vitro SAB v. Ad Hoc Group of Vitro Noteholders (In
re Vitro SAB), 12-10689, U.S. Court of Appeals for the Fifth
Circuit (New Orleans).

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  The judge ruled that
the Mexican reorganization was "manifestly contrary" to U.S.
public policy because it bars the bondholders from holding Vitro
operating subsidiaries liable to pay on their guarantees of the
bonds.  The Mexican plan reduced the debt of subsidiaries on $1.2
billion in defaulted bonds even though they weren't in bankruptcy
in any country.


WALNUT CREEK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Walnut Creek Storage Partners, LTD
        13425 Annie Oakley Circle, Suite 634
        Roanoke, TX 76262

Bankruptcy Case No.: 12-45560

Chapter 11 Petition Date: October 1, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Craig Douglas Davis, Esq.
                  DAVIS, ERMIS & ROBERTS, P.C.
                  1010 N. Center, Suite 100
                  Arlington, TX 76011
                  Tel: (817) 265-8832
                  Fax: (972) 262-3264
                  E-mail: davisdavisandroberts@yahoo.com

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

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

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

The petition was signed by Justin Nemec, partner.


WYNDHAM WORLDWIDE: Moody's Rates Preferred Debt Shelf '(P)Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Prime-3 rating to Wyndham
Worldwide Corporation's proposed $500 million commercial paper
program. Wyndham's existing Baa3 senior unsecured ratings were
affirmed. The rating outlook is stable. The net proceeds of the
commercial paper issuance will be used for general corporate
purposes.

Ratings assigned:

Proposed $500 million commercial paper program at Prime-3

Ratings affirmed:

Senior unsecured notes at Baa3

Senior unsecured and preferred debt shelf at (P) Baa3 and (P) Ba2,
respectively

RATINGS RATIONALE

Wyndham's Prime-3 commercial paper rating reflects its Baa3 long
term senior unsecured rating, its good liquidity profile, and
Moody's expectation that the company will maintain sufficient
availability at all times under its $1.0 billion revolver credit
facility to support roll-out of its commercial paper borrowings.
Wyndham has a widely diversified bank group and the revolver
includes a same day funding option that would support the roll-out
of commercial paper should the need arise. Moody's notes that
Wyndham's revolver contains a Material Adverse Change (MAC) clause
requiring it to represent at the time of each drawing that no
material adverse change has occurred which detracts from the
overall good quality of the company's revolver.

Over the next twelve months, Moody's expects Wyndham to generate
sufficient cash flow to support capital spending, its dividend,
and a portion of its expected share repurchase activity. The
company's available sources of liquidity include its $650 million
committed revolving bank conduit facility that supports its
vacation ownership receivables finance business, and its $1.0
billion committed corporate revolving credit facility that expires
in July 2016. The committed bank conduit facility expires in
August 2014 and any outstandings would be payable from the
receivables cash flow. Moody's expects the company will continue
to maintain healthy covenant headroom under these facilities. In
the event the bank conduit facility cannot be renewed and Wyndham
is unable to securitize vacation ownership receivables, the
company's liquidity profile would be considered adequate. In such
a case, Wyndham could further scale back vacation ownership
development activity, secure new sources of financing to support
its vacation ownership finance business, or curtail share
repurchase activity to maintain adequate liquidity.

Wyndham's Baa3 rating reflect the company's leading market
position in each of its three business segments, the high margins
and low capital intensity of its fee for service hotel franchise
and vacation exchange and rentals segments that comprise around
50% of adjusted EBITDA. The lower business risk profile of these
segments, help mitigate the higher risk profile of the timeshare
development and finance segment. The ratings consider Moody's view
that travel demand will continue to push revenues (17% of total)
and EBITDA (22% of total) of the lodging segment up over the next
twelve months. The ratings also reflect the company's ability to
generate a high level of free cash flow that can support its
shareholder friendly financial policies, it's very good liquidity
profile, and Moody's expectation the company will manage its
balance sheet in a manner that preserves credit metrics near
current levels.

Key credit concerns include an anemic macro-economic environment
-- particularly in Europe that could hurt earnings growth of
vacation rentals (17% of revenues), and sluggish growth in
timeshare development which may continue to limit growth in new
exchange members (16% of revenues). Collectively, Vacation
Exchange and Rentals comprise 36% of adjusted EBITDA. Additional
credit concerns include a financial policy that is moderately
aggressive, timeshare business risks - including high default
rates associated with timeshare consumer receivables, and a
reliance on the securitization market to recycle consumer
receivables so that capital can be made available for other
corporate objectives, including returns to shareholders.

The rating outlook is stable reflecting Moody's view that EBITDA
growth in the lodging segment will offset sluggish EBITDA growth
in Vacation Exchange and Rental and Vacation Ownership segments as
well as Moody's expectations the company will manage its cash flow
and balance sheet to maintain credit metrics near current levels,
will continue to manage the timeshare business for cash, and will
support its share repurchase program largely from free cash flow.
The stable outlook incorporates tolerance for a modest level of
acquisition activity.

Wyndham's ratings could be upgraded if retained cash flow to net
debt exceeds 30% and can be sustained at this higher level, the
company continues to effectively manage its timeshare business for
cash, and support its share repurchases largely from cash flow.

Ratings could be downgraded if Wyndham's stated debt to EBITDA
financial policy target becomes more aggressive, it's retained
cash flow to net debt drops below 15%, or if the company does not
maintain sufficient liquidity to support its corporate spending
objectives.

The principal methodology used in rating Wyndham Worldwide
Corporation was the Global Lodging & Cruise Industry Rating
Methodology published in December 2010.

Wyndham Worldwide Corporation is one of the largest hotel
franchisors in the world and operates in three segments of the
hospitality industry: lodging, vacation exchange and rentals, and
vacation ownership. The company also develops and sells vacation
ownership (timeshare) intervals to individual consumers and
provides consumer financing in connection with these sales.
Wyndham generates annual revenues of about $4.2 billion.


XVITA LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: xVita LLC
        dba HAVVN
            JUS International
        6123 Stratler Street
        Murray, UT 84107

Bankruptcy Case No.: 12-32520

Chapter 11 Petition Date: October 1, 2012

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtor's Counsel: George B. Hofmann, Esq.
                  PARSONS KINGHORN & HARRIS, PC
                  111 East Broadway 11th Floor
                  Salt Lake City, UT 84111
                  Tel: (801) 363-4300
                  Fax: (801) 363-4378
                  E-mail: gbh@pkhlawyers.com

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

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/utb12-32520.pdf

The petition was signed by Justin Serra, chief executive officer


ZIONS BANCORP: Moody's Reviews 'B1' Sub. Debt Rating for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed the long-term ratings of Zions
Bancorporation and its subsidiaries on review for upgrade. Zions
Bancorporation is rated B1 for subordinated debt and its lead
operating bank, Zions First National Bank, has a standalone bank
financial strength rating of D+, which maps to a baseline credit
assessment of ba1. The bank's long-term deposit rating is Ba1. The
short-term Not-Prime ratings of Zions First National Bank and
other bank affiliates were also placed on review. The short-term
Not-Prime ratings of Zions Bancorporation were affirmed and are
not on review. The bank financial strength rating of D+ was
affirmed, but its baseline credit assessment of ba1 was placed on
review for upgrade.

Ratings Rationale

Moody's review for possible upgrade follows Zions' successful
steps to reduce its asset concentrations, which has lead to lower
credit costs and improved profitability. This was a product of the
bank both reducing the construction lending portion of its
commercial real estate (CRE) portfolio and enhancing its capital
base. Its CRE exposure is approximately 2.3 times its Moody's
adjusted tangible common equity (TCE) as of June 30, 2012,
incorporating Zions' recent TARP repayment. Combined with its
portfolio of trust preferred CDOs, which Moody's believes have a
high correlation of performance with CRE, the CRE and CDO exposure
equals 2.7 times TCE, which is a high level, but well down from 5
times TCE in 2008.

The review will focus on Zions' comparative expected long-term
performance given its franchise positioning. In particular,
Moody's will consider tactical and strategic efforts that Zions
may undertake in an effort to avoid the rebuilding of asset
concentrations in its portfolio. As well, Moody's will focus on
the risks that emanate from Zions' high reliance on net interest
income to generate total earnings.

The last rating action on Zions was on December 8, 2011 when long-
term ratings were upgraded.

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in 2012.

Zions Bancorporation headquartered in Salt Lake City Utah reported
total assets of $53.4 billion as of June 30, 2012.

On Review for Possible Upgrade:

  Issuer: Amegy Bank National Association

     Issuer Rating, Placed on Review for Possible Upgrade,
     currently Ba2

     OSO Rating, Placed on Review for Possible Upgrade, currently
     NP

     Deposit Rating, Placed on Review for Possible Upgrade,
     currently NP

     OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently Ba2

     Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently Ba1

  Issuer: Amegy Corporation

     Issuer Rating, Placed on Review for Possible Upgrade,
     currently Ba3

  Issuer: California Bank & Trust

     Issuer Rating, Placed on Review for Possible Upgrade,
     currently Ba2

     OSO Rating, Placed on Review for Possible Upgrade, currently
     NP

     Deposit Rating, Placed on Review for Possible Upgrade,
     currently NP

     OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently Ba2

     Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently Ba1

  Issuer: Nevada State Bank

     Issuer Rating, Placed on Review for Possible Upgrade,
     currently Ba2

     OSO Rating, Placed on Review for Possible Upgrade, currently
     NP

     Deposit Rating, Placed on Review for Possible Upgrade,
     currently NP

     OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently Ba2

     Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently Ba1

  Issuer: Zions Bancorporation

     Pref. Stock Non-cumulative Preferred Stock, Placed on Review
     for Possible Upgrade, currently B3

     Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently B1

     Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently (P)Ba3

  Issuer: Zions Capital Trust B

     Pref. Stock Preferred Stock, Placed on Review for Possible
     Upgrade, currently B2

  Issuer: Zions First National Bank

     Issuer Rating, Placed on Review for Possible Upgrade,
     currently Ba2

     OSO Rating, Placed on Review for Possible Upgrade, currently
     NP

     Deposit Rating, Placed on Review for Possible Upgrade,
     currently NP

     OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently Ba2

     Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently Ba1

Outlook Actions:

  Issuer: Amegy Bank National Association

     Outlook, Changed To Rating Under Review From Stable

  Issuer: Amegy Corporation

     Outlook, Changed To Rating Under Review From Stable

  Issuer: California Bank & Trust

     Outlook, Changed To Rating Under Review From Stable

  Issuer: Nevada State Bank

     Outlook, Changed To Rating Under Review From Stable

  Issuer: Zions Bancorporation

     Outlook, Changed To Rating Under Review From Stable

  Issuer: Zions Capital Trust B

     Outlook, Changed To Rating Under Review From Stable

  Issuer: Zions First National Bank

     Outlook, Changed To Rating Under Review From Stable


* Moody's Says Cash Flow Efficiencies Up in Second Quarter 2012
---------------------------------------------------------------
Servicers of subprime residential mortgages improved their cash
flow efficiencies in the second quarter of 2012, according to a
new metric introduced by Moody's Investors Service in the latest
edition of its Servicer Dashboard publication. Foreclosure
timelines continued to extend and, with notable exceptions,
collections metrics for jumbo and Alt-A loans improved and cure
and cash flow rates worsened for most servicers.

Moody's Servicer Dashboard provides four quarters of trustee-
provided data comparing each of the major servicers of US
residential mortgage loans across a range of performance metrics.

Moody's Cash Flow Efficiency Metric increased in the second
quarter of 2012 to 0.29% from 0.27% in the first quarter, driven
by an increase in liquidation and modification volumes. The
improvement in the metric, which reached its highest level over
the last five quarters, was broad-based, encompassing the majority
of large subprime servicers. "Variations in practice have a
significant effect on how efficiently servicers generate cash flow
on delinquent loans," says Bill Fricke, a Vice President who leads
Moody's Servicer Quality team. "The higher our metric, the more
efficiently a servicer generates cash flow from delinquent loans."

The foreclosure timeline extensions were primarily caused by state
moratoriums and increased regulatory scrutiny, while courts in
judicial states such as New York, New Jersey and Florida continued
to be overwhelmed by the sheer number of cases to be processed.

With the exception of GMAC (Jumbo) and CitiMortgage (Alt-A), the
Current-to-Worse Roll Rates for all servicers have improved
significantly over the past two quarters, reflecting improvement
in the economy and the success of modifications.

The overall decline in cure and cash flow rates in the second
quarter was the result of a drop in servicer modification volumes
as the pool for potential candidates thinned. Exceptions to this
trend were Chase (all product types), BAC (Jumbo) and Ocwen
(Subprime).

Modification re-default rates were at a consistent level of 45%
-- 50% for all servicers for subprime portfolio. The average rate
for Alt-A portfolios was 38%, and for Jumbo loans 33% in the
second quarter. CitiMortgage outperformed on Alt-A with a 23%
second quarter rate while GMAC's re-default rate was the worst of
the Jumbo portfolio servicers, rising to 40% in the second
quarter.


* Gary Allan Fills Vacant Anchorage Seat on Bankruptcy Bench
------------------------------------------------------------
Carla Main, substituting for Bloomberg bankruptcy columnist Bill
Rochelle, reports that according to the Associated Press, Judge
Gary Allan Spraker was appointed a judge in the U.S. Bankruptcy
Court for Alaska in Anchorage.  He was to be sworn in Oct. 4 to
fill the seat left vacant when U.S. Bankruptcy Judge Herbert Ross
retired 12 years ago, AP reported.  Judge Spraker, 49, was a
partner at Christianson & Spraker in Anchorage before joining the
court.


* U.S. Business Bankruptcies Fall 22% So Far in 2012
----------------------------------------------------
Carla Main, substituting for Bloomberg bankruptcy columnist Bill
Rochelle, reports that, according to American Bankruptcy
Institute, U.S. commercial bankruptcies fell 22% in the first nine
months of 2012 compared with the same period a year ago,
continuing a trend that began as early as January.

According to the report, businesses filed 44,750 bankruptcies from
January through the end of September, while 57,613 were filed in
the first nine months of 2011, Alexandria, Virginia-based ABI said
in a statement Oct. 3.  The drop is attributable in part to low
interest rates, ABI Executive Director Samuel J. Gerdano said in
the statement.

The report relates that total filings fell 14% to 921,000, ABI
said.  Noncommercial filings, most of which are filed by
consumers, fell 14% to about 876,000.  Chapter 11 bankruptcies,
used by companies to try to stay in business while they
restructure, fell 11% to 5,889, ABI said.  ABI compiles statistics
on consumer bankruptcies every month from data supplied by Epiq
Systems Inc., which provides technology and other services to
bankruptcy lawyers and bankrupt companies.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there were
approximately 3,500 hedge funds, managing capital of about $150
billion.  By mid-2006, 9,000 hedge funds were managing $1.2
trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds with
no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a partnership
between the fund managers and the investors."  The authors then
expand upon this definition by explaining what sorts of
investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important avenue
for investors opting to diversify their traditional portfolios and
better control risk" -- an apt characterization considering their
tremendous growth over the last decade.  The qualifications to
join a hedge fund generally include a net worth in excess of $1
million; thus, funds are for high net-worth individuals and
institutional investors such as foundations, life insurance
companies, endowments, and investment banks.  However, there are
many individuals with net worths below $1 million that take part
in hedge funds by pooling funds in financial entities that are
then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made $1
billion in 1992 by betting against the British pound.  Conversely,
the hedge fund Long-Term Capital Management (LTCP) imploded in
1998, with losses totalling $4.6 billion.  Nonetheless, these are
the exceptions rather than the rule, and the editors offer
statistics, studies, and other research showing that the
"volatility of hedge funds is closer to that of bonds than mutual
funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is low,
contrary to common perception.  Investors who have the necessary
capital to invest in a hedge fund or readers who aspire to join
that select club will want to absorb the research, information,
analyses, commentary, and guidance of this unique book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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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
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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
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

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                  *** End of Transmission ***