TCR_Public/121008.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 8, 2012, Vol. 16, No. 280

                            Headlines

11850 DEL PUEBLO: Status, Case Management Conference on Nov. 14
44 CP I LOAN: Parkway Bank Wants Case Dismissed
4TH & MILL: Case Summary & 11 Unsecured Creditors
ADOBE TRUCKING: Reorganization Case Converted to Ch. 7 Liquidation
AFFILIATED MEDICAL: Case Summary & 20 Largest Unsecured Creditors

AL JABER: Seeks Extension on Debt Payments
ALION SCIENCE: Suspending Filing of Reports With SEC
ALL AMERICAN PET: Incurs $396,900 Net Loss in Second Quarter
ALPINE SLICING: Case Summary & 19 Largest Unsecured Creditors
AMERICAN AIRLINES: Late Arrivals Confound Loose Seats

APRIA HEALTHCARE: S&P Affirms 'B+' Issuer Credit Rating
ARCAPITA BANK: Short Exclusivity Request Yields Objection
ARI-DFW: Files to Halt Foreclosure; Mulls Merger With TICs
ARI-DFW: Files Amendment to List of Creditors
ASTANA-FINANCE: Chapter 15 Case Summary

ATP OIL: Diamond Offshore Seeks Declaratory Judgment
ATWATER, CA: Declares Fiscal Emergency
AXION INTERNATIONAL: Sells $1.5-Mil. Convertible Promissory Notes
B+H OCEAN: Ship Owner Files Plan to Sell Remaining Vessels
BEAZER HOMES: Steven Johnson Discloses 9.2% Equity Stake

BERNARD L. MADOFF: Court of Appeals Upholds Customer Ruling
BERNARD L. MADOFF: Rakoff to Decide on NY Atty. General Injunction
BHFS I: Hires Marvin F. Poer as Tax Consultant
BIG SANDY: Strategic Growth Bancorp Buying Mile High Bank
BIG SANDY: Sec. 341 Creditors' Meeting Set for Nov. 5

BIOFUEL ENERGY: Misses $3.6-Mil. Payment Under 2006 Credit Pact
BNC FRANCES: Court Denies Motion to Employ BNC Real Estate
BON-TON STORES: Morgan Stanley Discloses 5.2% Equity Stake
BRIDGEVIEW AEROSOL: Committee Taps Plante & Moran as Consultant
BRIDGEVIEW AEROSOL: Marylynne Schwartz Withdraws as Counsel

BROADSIGN INT'L: Court Confirms Plan Hinged on JEDFam Acquisition
BROADVIEW NETWORKS: Prepackaged Plan Confirms in Six Weeks
BROADWAY FINANCIAL: Regains Compliance with Nasdaq Listing Rule
CAMBRIDGE HEART: Defaults Under 2012 Notes, May Cease Operations
CAPABILITY RANCH: Status Conference Set for Dec. 4

CASTAIC PARTNERS: Fighting U.S. Trustee's Bid for Case Dismissal
CASTAIC PARTNERS: Wants to Hire Margulies Firm as Counsel
CEMEX FINANCE: Fitch Rates Proposed Senior Secured Notes 'B+'
CHIRAG LLC: Case Summary & 7 Unsecured Creditors
CLARE OAKS: Wants Add'l Accounting Tasks for CliftonLarsonAllen

CLEARWIRE CORP: Inks Underwriting Pact Timer Warner Affiliates
CLEARWIRE CORP: Sprint Nextel Owns 50.8% of Class A Shares
CLINICA REAL: Taps Mahaffy Law Firm as Litigation Counsel
CNO FINANCIAL: Fitch Assigns Rating on $725-Mil. Facility at 'BB'
CONTEC HOLDINGS: Confirms Prepackaged Plan in Five Weeks

CONEX INT'L: Forced Bankruptcy Suit Lacks Facts, Creditors Say
DAFFY'S INC: Landlords Object to Plan, Lease Assignment
DAFFY'S INC: Hiring Donlin Recano as Administrative Agent
DEMCO INC: Can Use Cash Collateral Through Oct. 18
DEMCO INC: Sec. 341 Creditors' Meeting Adjourned to Nov. 16

DEWEY & LEBOEUF: Withdraws $165,000 Executive Bonus Plan
EASTGATE TOWER: Hotel Changes Owners in Confirmed Plan
EME HOMER: 76% of Holders OK Chap. 11 Reorganization of Fundco
ENTERTAINMENT PROPERTIES: S&P Rates New $75MM Preferred Shares 'B'
FIBERTOWER CORP: Judge Clears to Auction Assets in November

FIELD FAMILY: Hiring HREC as Real Estate Broker
FIELD FAMILY: Hiring PKF O'Connor Davies as Accountants
FIELD FAMILY: Can Use Wells Fargo Cash Collateral Until Oct. 17
FTLL ROBOVAULT: Sec. 341 Creditors' Meeting Set for Oct. 24
FTMI REAL ESTATE: Can Employ Nunheimer as Financial Consultant

HARDAGE HOTELS: Exclusive Plan Filing Period Extended to Oct. 18
HOMEWARD RESIDENTIAL: S&P Puts 'B+' Senior Credit Rating on Watch
HOSTESS BRANDS: May Impose Concessions on Expired Contracts
HOVNANIAN ENTERPRISES: S&P Retains 'CCC-' CCR on Watch Positive
HRK HOLDINGS: Has Nod to Hire Gulf Atlantic as Financial Advisor

IDEARC INC: Dist. Court Tosses Out Ex-Employee's Suit
IDEARC INC: US Bank Bid to Limit Evidence in Spinoff Trial Denied
INDYMAC BANCORP: FDIC Wants MBIA's Suit Revival Bid Ended
INTELLIPHARMACEUTICS: Had $1.5-Mil. Net Loss in Aug. 31 Quarter
INTELSAT SA: Amends Indenture; Issues $640 Million Senior Notes

J&J DEVELOPMENTS: Wants to Hire CB Richard Ellis as Realtor
JASPERS ENTERPRISES: Ozark Bank Granted Relief of Automatic Stay
JEWISH COMMUNITY CENTER: Court Okays Atkins as Appraiser
JOHNS-MANVILLE: Travelers Urges 2nd Circ. to Uphold Asbestos Win
JOSEPH DELGRECO: DLA Piper Dodges $17-Mil. Malpractice Suit

JOURNAL REGISTER: Given Final Approval for $25 Million Loan
JOURNAL REGISTER: Gets Final OK to Pay Claims of Critical Vendors
LEE BRICK: Nicholls & Crampton Approved as Bankruptcy Attorney
LEHMAN BROTHERS: Brokerage Settles $38 Billion in Affiliate Claims
LEVEL 3: FedEx Executive Named to Board of Directors

LEVEL 3 COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Ratings
LIN TELEVISION: S&P Rates New $290MM Senior Unsecured Notes 'B-'
LMR LLC: Case Summary & 20 Largest Unsecured Creditors
MAQ MANAGEMENT: Can Retain Robert Wells as Environmental Counsel
MCDONALD BROTHERS: Fails to File Plan; Case Converted to Ch 7

METHOD ART: Colliers International Approved as Real Estate Broker
METRO AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
MF GLOBAL: ConocoPhillips Dispute Goes to District Court
MIT HOLDING: Had $336,600 Net Loss in Second Quarter
MOMENTIVE PERFORMANCE: Extends Supply Agreement With Unimin

MORGAN INDUSTRIES: Marlow Acquisitions, et al., OK'd to Buy Assets
NET ELEMENT: Mike Zoi Ceases to Own Common Shares
NEWPAGE CORP: Wants Until Oct. 17 to File Disclosure Statement
NEXTWAVE WIRELESS: Stockholders Approve Merger with AT&T
NEXSTAR BROADCASTING: Amends Senior Credit Facilities

OCEANSIDE YACHT: BB&T Settlement Prompts Case Dismissal
OMEGA NAVIGATION: Creditors Allowed to Search for Buyer
PEGASUS RURAL: Xanadoo Units' Plan Set for Confirmation
PEREGRINE FINANCIAL: Trustee Turns to Forex Accounts
PEREGRINE FINANCIAL: Court Accepts CEO's Guilty Plea

PETCO HOLDINGS: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
PONCE DE LEON: Luis E. Vallejo Approved as Real Estate Appraiser
POSITIVEID CORP: Scott Silverman Discloses 10.6% Equity Stake
POTOMAC SUPPLY: Hearing on Case Dismissal Continued Until Oct. 5
PRECISION OPTICS: Receives $2.5 Million from Units Offering

PURCHASING INCENTIVES: Case Summary & 20 Largest Unsec Creditors
QUEBECOR MEDIA: S&P Rates $1.35-Bil. Senior Unsecured Notes 'B+'
RCR PLUMBING: Can Hire Tiger Remarketing Services as Auctioneer
RITE AID: Extends Supply Agreement with McKesson Until 2016
ROSETTA GENOMICS: Launches miRview Mets in U.S. Market

ROYALE COUNTRY: Case Summary & Unsecured Creditor
RURAL/METRO CORP: S&P Revises Outlook on 'B' CCR to Negative
RYAN INT'L: Taps Plante & Moran to Provide Tax Consulting Services
S.C. FRANKS: Case Summary & 20 Largest Unsecured Creditors
SAGAMORE PARTNERS: Files Schedules of Assets and Liabilities

SAHARA TOWNE: Hires Charles E. Jack as Appraiser
SAHARA TOWNE: Hires Kenneth Funsten as Plan Expert Witness
SAINT ANNE'S: Fitch Rates $20.9 Million Revenue Bonds 'BB+'
SEALY CORP: FPR Partners Discloses 6.1% Equity Stake
SEDONA DEVELOPMENT: Keegan Linscott OK'd as Financial Advisor

SHENGDATECH INC: Plan Confirmed by Nevada Bankruptcy Judge
SMBC HEALTHCARE: WestStar Mgt. OK'd as Account Receivables Broker
SOUTHERN AIR: Hiring Weil Gotshal as Bankruptcy Counsel
SOUTHERN AIR: Taps Zolfo Cooper as Consultant & Fin'l Advisor
SOUTHERN AIR: Can Hire Kurtzman Carson as Claims Agent

SOUTHERN GRAPHICS: S&P Retains 'B' Corporate Credit Rating
SOUTHERN OAKS: Banks Object to Disclosure Statement
SPRINT NEXTEL: Holds 50.8% of Class A Shares of Clearwire
STEBNER REAL ESTATE: Sec. 341 Creditors' Meeting Set for Nov. 6
SWORDFISH FINANCIAL: Ends Purchase Pact with Swordfish Texas

SWORDFISH FINANCIAL: Randy Moseley Discloses 9.4% Equity Stake
SWORDFISH FINANCIAL: M. Alexander Discloses 58.2% Equity Stake
TERVITA CORP: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
THERAPEUTICSMD INC: Receives $8.5MM from Common Shares Offering
THERAPEUTICSMD INC: Plato & Associates Holds 8% Equity Stake

TOWERCO II: S&P Withdraws 'B' CCR on Acquisition by SBA
TRAFFIC CONTROL: Committee OK'd to File Negotiated Chapter 11 Plan
VANDERRA RESOURCES: Has Until Oct. 15 to File Schedules
VANDERRA RESOURCES: U.S. Trustee Forms 5-Member Creditors Panel
VANN'S INC: Chapter 11 Trustee Appointed to Find Buyer

VINEYARD AT SERRA: Bank Wins Stay Relief; Ch.11 Case Dismissed
VITRO SAB: Asks Judge to Sign Off Plan Amid Objections
WARRIORS FOR CHRIST: Case Summary & 20 Largest Unsecured Creditors
WASHINGTON MUTUAL: Bankr. Ct. Dismisses Suit Against Insurers
WINDOW FACTORY: Robert C. Fellmeth Named as C. Privacy Ombudsman

WJO INC: Hearing on Cash Collateral Access Continued Until Oct. 31
WJO INC: James Hollawell and Veith Law Ok'd as Special Co-Counsel
ZALE CORP: Incurs $27.3 Million Net Loss in Fiscal 2012
ZOTA PETROLEUMS: Bankr. Court Affirms Sublessee's Rights
ZUERCHER TRUST: Status Conference Set for Nov. 16

* Commercial Bankruptcies Drop 22% in 2012, ABI Reports

* Judge Bars Lien-Stripping in Chapter 20 Within Four Years

* Evercore Hires Lazard's Goldstein for Restructuring Group

* BOND PRICING -- For Week From Oct. 1 to 5, 2012

                            *********

11850 DEL PUEBLO: Status, Case Management Conference on Nov. 14
---------------------------------------------------------------
The Bankruptcy Court in Los Angeles will hold a scheduling and
case management conference in the Chapter 11 case of 11850 Del
Pueblo, LLC, on Nov. 14, 2012, at 11:00 a.m. in courtroom 1675.
The Court will also hold a status conference hearing at the same
time that day.

11850 Del Pueblo has until Oct. 11, 2012, to file its schedules of
assets and liabilities, and statement of financial affairs.

11850 Del Pueblo, LLC, based El Monet, California, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-42819) on
Sept. 27, 2012.  Bankruptcy Judge Robert N. Kwan oversees the
case.  The Law Offices of Levi Reuben Uku serves as the Debtor's
counsel.

The petition estimated $10 million to $50 million in total assets,
but did not provide an estimate of the debt.  The petition was
signed by Frank Rodd, managing partner.

The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte.  The
property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.


44 CP I LOAN: Parkway Bank Wants Case Dismissed
-----------------------------------------------
The Bankruptcy Court in Phoenix, Arizona, will hold a hearing
Oct. 15, 2012, at 2:00 p.m. on the motion filed Parkway Bank and
Trust Company to dismiss the bankruptcy case of 44 CP I Loan, LLC,
and 44 CP II Loan, LLC, or, in the alternative, to lift the
automatic stay.

44 CP I Loan LLC and 44 CP II Loan LLC filed bare-bones Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-15286 and 12-15287) in
Phoenix on July 9, 2012.  The Debtors each estimated assets and
debts of $10 million to $50 million.  Judge Eileen W. Hollowell
oversees the case.  Mark Winkleman, as chief operating officer,
signed the Chapter 11 petition.  The Debtors are represented by
Cathy L. Reece, Esq., at Fennemore Craig, P.C.


4TH & MILL: Case Summary & 11 Unsecured Creditors
-------------------------------------------------
Debtor: 4th & Mill, LLC
        P.O. Box 1073
        Guerneville, CA 95446

Bankruptcy Case No.: 12-12659

Chapter 11 Petition Date: October 2, 2012

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Mikel D. Bryan, Esq.
                  LAW OFFICES OF MIKEL D. BRYAN
                  550 Doyle Park Dr.
                  Santa Rosa, CA 95405
                  Tel: (707) 528-1231
                  E-mail: mikel@mdbryanlaw.com

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

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

A copy of the Company's list of its 11 unsecured creditors is
available for free at http://bankrupt.com/misc/canb12-12659.pdf

The petition was signed by Albert H. Carey, member.


ADOBE TRUCKING: Reorganization Case Converted to Ch. 7 Liquidation
------------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas converted Adobe Trucking, Inc.'s Chapter
11 case to one under Chapter 7 of the Bankruptcy Code.

Judy A. Robbins, U.S. Trustee for Region 7, sought the conversion,
pointing out that the Debtor failed to file a disclosure statement
or plan of reorganization.  She also noted that based on the
Debtor's monthly operating reports, it does not appear that Debtor
is able to generate any income.

The U.S. Trustee asserted that the Debtor's delay in proposing a
plan and insufficient cash flow evidence the substantial or
continuing loss to or diminution of the estate and the absence of
a reasonable likelihood of rehabilitation.

                       About Adobe Trucking

Odessa, Texas-based Adobe Trucking, Inc., filed for Chapter 11
bankruptcy protection (Bankr. W.D. Texas Case No. 10-70353) on
Nov. 23, 2010.  Wiley France James, III, Esq., at James &
Haugland, P.C., serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $10,339,616 in assets and $9,685,743 in
liabilities.

In June 2011, the Bankruptcy Court denied the request of PNC Bank
N.A., M&I Business Credit LLC, Land Holding LLC, and Paul Frank to
convert the case to one under Chapter 7 of the Bankruptcy Code.


AFFILIATED MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Affiliated Medical of Dearborn, PLLC
        2200 Monroe
        Dearborn, MI 48124

Bankruptcy Case No.: 12-61989

Chapter 11 Petition Date: September 29, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: John C. Lange, Esq.
                  GOLD, LANGE & MAJOROS, PC
                  24901 Northwestern Hwy.
                  Suite 444
                  Southfield, MI 48075
                  Tel: (248) 350-8220
                  E-mail: jlange@glmpc.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mieb12-61989.pdf

The petition was signed by Luis C. Jorge, president.


AL JABER: Seeks Extension on Debt Payments
------------------------------------------
Nicolas Parasie and Asa Fitch at Dow Jones' Daily Bankruptcy
Review report that Al Jaber Group is looking to extend debt
repayments to creditors by five years and has proposed the sale of
non-core assets, as part of the Abu Dhabi-based conglomerate's
multi-billion dollar restructuring, three people familiar with the
matter said.


ALION SCIENCE: Suspending Filing of Reports With SEC
----------------------------------------------------
Alion Science and Technology Corporation filed a Form 15 with the
U.S. Securities and Exchange Commission 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 common stock, par value $0.01 per share, and
Alion Science and Technology Corporation Employee Ownership,
Savings and Investment Plan Interests.  There was one holder of
the common shares and 6,110 holders of the Plan Interests as of
Oct. 3, 2012.

                        About Alion Science

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

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

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

                           *     *     *

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

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

In the Sept. 26, 2012, edition of the TCR, Moody's Investors
Service has lowered the ratings of Alion Science and Technology
Corporation including its Corporate Family Rating ("CFR") to Caa2
from Caa1 due to the high likelihood that the company will need do
a debt refinancing over the next twelve to eighteen months.


ALL AMERICAN PET: Incurs $396,900 Net Loss in Second Quarter
------------------------------------------------------------
All American Pet Company, Inc., filed with the U.S. Securities and
Exchange Commission its periodic reports for the years 2011 and
2012.

The Company reported a net loss of $396,903 on $13,429 of revenue
for the three months ended June 30, 2012, compared with a net loss
of $468,645 on $0 of revenue for the same period during the prior
year.  The Company reported a net loss of $853,970 on $13,429 of
revenue for the six months ended June 30, 2012, compared with a
net loss of $1.68 million on $59,726 of revenue for the same
period a year ago.

All American Pet's balance sheet at June 30, 2012, showed $1.27
million in total assets, $5.59 million in total liabilities and a
$4.32 million total stockholders' deficit.

According to the regulatory filing, the Company has a limited
operating history and limited funds.  The Company incurred a net
loss of $853,970, used $744,906 cash for operations during the six
months ended June 30, 2012, had a working capital deficit of
$4.1 million and a stockholders' deficit of $4.3 million as of
June 30, 2012.  "These factors raise substantial doubt about the
Company's ability to continue as a going concern."

                    Prior Financial Statements

For the three months ended March 31, 2012, the Company reported a
net loss of $456,209, in comparison with a net loss of $1.22
million for the same period during the prior year.

The Company reported a net loss of $2.36 million in 2011, compared
with a net loss of $7.70 million in 2010.

For the three months ended Sept. 30, 2011, All American Pet
reported a net loss of $417,677, compared with a net loss of $1.56
million for the same period during the prior year.  The Company
reported a net loss of $2.10 million for the nine months ended
Sept. 30, 2011, compared with a net loss of $5.35 million for the
same period during the prior year.

The Company reported a net loss of $468,645 for the three months
ended June 30, 2011, compared with a net loss of $2.24 million for
the same period a year ago.  All American Pet reported a net loss
of $1.68 million for the six months ended June 30, 2011, compared
with a net loss $3.78 million for the same period a year ago.

The Company reported a net loss of $1.22 million for the three
months ended March 31, 2011, compared with a net loss of $1.54
million for the same period during the prior year.

A copy of the Form 2011 10-K is available for free at:

                         http://is.gd/5bfXe1

A copy of the Q1 2011 Form 10-Q is available for free at:

                         http://is.gd/8f80qN

A copy of the Q2 2011 Form 10-Q is available for free at:

                         http://is.gd/JufCj6

A copy of the Q3 2011 Form 10-Q is available for free at:

                         http://is.gd/jQvY9u

A copy of the Q1 2012 Form 10-Q is available for free at:

                         http://is.gd/e22004

A copy of the Q2 2012 Form 10-Q is available for free at:

                         http://is.gd/agA4UF

De Joya Griffith, LLC, in Henderson, Nevada, issued a "going
concern" on the consolidated financial statements for the year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered losses from operations, which raise
substantial doubt about its ability to continue as a going
concern.

                       About All American Pet

All American Pet Company, Inc., a reporting public company with
executive offices in Beverly Hills, California, was incorporated
on Feb. 13, 2003.  The Company produces, markets, and sells super
premium dog food under the brand names Grrr-nola(R)Natural Dog
Food and BowWow Breakfast(R) Heart Healthy Dog Food.


ALPINE SLICING: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Alpine Slicing & Cheese Conversion Company
        c/o Attorney Jane F. (Ginger) Zimmerman
        Murphy Desmond S.C.
        33 East Main Street, 5th Floor
        P.O. Box 2038
        Madison, WI 53701-2038

Bankruptcy Case No.: 12-15489

Chapter 11 Petition Date: October 2, 2012

Court: United States Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Jane F. Zimmerman, Esq.
                  MURPHY DESMOND S.C.
                  33 East Main Street, Suite 500
                  P.O. Box 2038
                  Madison, WI 53701-2038
                  Tel: (608) 257-7181
                  E-mail: jzimmerman@murphydesmond.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 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wiwb12-15489.pdf

The petition was signed by Shirley M. Knox, secretary and Kenneth
M. Friedrichs, treasurer.


AMERICAN AIRLINES: Late Arrivals Confound Loose Seats
-----------------------------------------------------
Mary Schlangenstein at Bloomberg News reports that American
Airlines risks having to tap its $5 billion bankruptcy cash fund
and probably will lose some passengers after on-time arrivals
tumbled, cancellations surged and incorrectly installed seat
clamps were found on six planes.

The operational obstacles add to questions about whether American,
the third-biggest U.S. airline, can successfully emerge from
bankruptcy protection on its own or should merge with would-be
suitor US Airways Group Inc., said James Corridore, a Standard &
Poor's equity analyst in New York.

"Certainly things are not going well in the reorganization process
right now," Mr. Corridore said in an interview, according to
Bloomberg.  "These are major hiccups."  The glitches flag
considerations that are among the most important to passengers
when choosing an airline -- arriving on time safely and
convenience of the flight schedule.  Concerns that seats are
coming loose may lead more passengers to move to a competitor,
said Jeff Kauffman, a Sterne, Agee & Leach analyst in New York.

"The seat issue elevates it to a whole new level," Mr. Kauffman
said. "Before you're dealing with inconvenience; now you're
dealing with safety.  What else is going to happen?"

The airline and the U.S. Federal Aviation Administration are
investigating why the seat clamps failed.  American on Oct. 4
began temporarily grounding 48 of its 102 Boeing Co. 757s to
repair a locking mechanism it believes is responsible for the
problem, the second time the planes have been pulled from service
over the issue.

                        Canceled Flights

The report relates that 44 flights were canceled Oct. 5 and 50
Oct. 6 for the repairs.  The work, which has been completed on
36 757s, should be wrapped up by Oct. 5, Ms. Andrea Huguely, a
spokeswoman, said Thursday.  It's the second time the planes have
been inspected since rows of seats came loose during three flights
from Sept. 26 through Oct. 1.  The planes originally were returned
to service Oct. 3.  American canceled at least 62 flights in total
Oct. 4, the most among U.S. carriers followed by industry
researcher FlightStats.com.

                         Seating Clamps

The report relays that, six 757s were found to have improperly
installed clamps that could have allowed more seats to pull away
from tracks securing them to the cabin floor during the initial
reviews.  One had a mix of two different types of seats, American
said.  The airline declined to discuss additional details of the
inspections.  Some of the seats recently had been removed and
reinstalled to create a higher-price product in the coach cabin,
and work was done both by American employees and a contractor, the
airline said.  Timco Aviation Services, based in Greensboro, North
Carolina, did "much" of the work, the Transport Workers Union
said.  Timco declined to comment.  American, a unit of AMR Corp.,
inspects the seats monthly even though Boeing only recommends they
be checked every 18 months, said David Campbell, vice president
for safety, security and environmental.  "We are a solidly safe
airline," Campbell said in an interview.  "I have a lot of
confidence we are operating a safe airline."

                        Passenger Loyalty

According to Bloomberg, Jay Sorensen, president of consultant
IdeaWorks and a former airline marketing director, said most
passengers will stick with American if the carrier provides the
most attractive schedule or a lower fare.  "Similar incidents like
this have happened with airlines all over the world for some
reason or other," said Mr. Sorensen, who's based in Shorewood,
Wisconsin. "Maybe not something as visible as a loose seat, but
often things like a broken engine part.  If I had to choose
between them, I'd choose a loose seat over a broken engine part
every day of the week."  The September delays and seat woes built
on labor unrest after Fort Worth, Texas-based American imposed
concessions on pilots to help it restructure in bankruptcy and
detailed plans to cut more than 4,000 jobs among mechanics and
airport ground workers.  About 59% of American's flights arrived
on time in September, according to preliminary numbers on 51,511
arrivals tracked by industry researcher FlightStats.com.

That fell from 74% in August.  American canceled 2.7% of its
September flights, up from 1.8% the prior month, Flight Stats data
showed.  American expects the impact from the operational issues
on September unit revenue to be small, Michael Trevino, a company
spokesman, said in an interview. The airline is expected to report
September traffic results, including revenue for each seat flown a
mile, on Oct. 8.  United Continental Holdings Inc., the world's
largest carrier, had an 81% on-time rate in September, while No. 2
Delta Air Lines Inc. was at 89%, FlightStats showed.

                       Public Reaction

The report notes that, "It costs money when the system is not on
time," Mr. Kauffman said.  "Whether it's reshuffling aircraft to
different locations or getting new crews or paying for passenger
inconvenience, there are a lot of small costs. The biggest one is
when the flying public says, 'Enough is enough.'"  American
trimmed as much as 2% of its capacity from mid-September through
October after late flights began to rise last month.  The airline
threatened to take legal action against the Allied Pilots
Association if it didn't move to stop the slowdown, which the
carrier blamed on a jump in maintenance issues raised by pilots
just before flights.  The union denied organizing or supporting
any slowdown effort and said pilots were citing legitimate
concerns.  The airline's on-time performance improved to 66% on
Oct. 3 after the Allied Pilots Association agreed to resume talks
on a new contract.

                          'Booking Away'

"I'm sure there are people booking away" to other airlines, said
Mr. David Swierenga, a former chief economist at the Air Transport
Association trade group who now runs consultant AeroEcon in Round
Rock, Texas, according to the report.  "In an industry where
profit margins are very thin, one less passenger on an aircraft
can mean the difference between profit and loss for that flight."
Mr. Kauffman, the Sterne Agee analyst, said he booked US
Airways over American for an upcoming business trip to avoid
delays.  It may take American as long as 12 months to win back the
trust of some travelers, hindering its ability to accurately
forecast passenger traffic as it prepares a reorganization plan,
he said.

                          'Serious Hurt'

The Bloomberg report discloses Mr. Swierenga said, "This is a
serious hurt for the company" that could "eat through" part of the
$5 billion cash reserve held by American to finance its
restructuring.  "There are people who are just going to write this
company off and say, 'I've had it,'" Mr. Swierenga said.  American
retains the exclusive right to propose a reorganization plan until
the end of this year.  US Airways agreed Aug. 31 to exchange
confidential financial and operations data with American to better
evaluate a potential merger.  While US Airways already has reached
contract agreements with American's unions conditioned on a
merger, American has said it prefers to emerge from court
protection on its own and then consider combinations.  If flight
delays and other issues are brought under control, American's
creditors committee probably will be willing to move ahead in
evaluating the airline's plan before considering other options
against it, Mr. Kauffman said.  "But if, in the course of this,
I have to ask, 'Is this being managed properly and is there a
better solution,' then that's a very different situation," he
said.

                      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).


APRIA HEALTHCARE: S&P Affirms 'B+' Issuer Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable on Lake Forest, Calif.-based Apria Healthcare Group
Inc.

"The negative outlook reflects decreased confidence in Apria's
ability to meet our expectation for cash flow over the next six
quarters," said Standard & Poor's credit analyst Tahira Wright.

"We affirmed the 'B+' rating. The issue-level rating on the A-1
notes is 'BB' (two notches above the corporate credit rating),
with a recovery rating of '1', indicating our expectation for very
high (90% to 100%) recovery in the event of payment default. The
issue-level rating on the A-2 notes is 'B' (one notch lower than
the corporate credit rating), with a recovery rating of '5'
(10% to 30% recovery expectation)," S&P said.

"We assess Apria's financial risk profile as 'aggressive,'
reflecting our expectation that adjusted leverage will remain
between 4x and 5x over the near term.  The financial risk profile
also takes into account the company's current trend of operating
at a cash flow deficit. We expect its free operating cash flow
(FOCF) to remain negative in 2012, but establish an improving
trend from 2011 levels, and turn positive by 2013. The 'weak'
business risk profile considers Apria's exposure to third-party
reimbursement, operating in a highly fragmented industry, and its
ongoing challenges with managing the on-shoring of its billing and
customer service functions. The company's leading position in
providing specialized home health care services and equipment
bolsters the company's business profile," S&P said.


ARCAPITA BANK: Short Exclusivity Request Yields Objection
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the adage "no good deed goes unpunished" applies in
bankruptcy, as Arcapita Bank BSC learned.  The Bahrainian
investment bank filed for Chapter 11 reorganization in Manhattan
in March and filed papers in late September for a second expansion
of the exclusive right to propose a reorganization plan.

According to the report, asking for 60 days more exclusivity,
Arcapita pledged not to seek another extension of the deadline and
promised to file a Chapter 11 plan by Dec. 14, the proposed new
deadline.

Rather than praise, Arcapita received an objection from three
holders of some of the $1.1 billion pre-bankruptcy unsecured
credit facility.  Arcapita said it has a plan containing
alternatives where the preferred exit from bankruptcy requires
obtaining new equity investment.  Absent new money, the plan will
provide for what's described as a "managed disposition and
distribution of the debtors' assets."  The debt holders filed
papers saying the pursuit of new money "looks like a fool's
errand."  They contend the investment bank is stalling while
"seeking more time to roll the proverbial dice."  Arcapita
responded by saying that the lenders' "objection reads like a book
report on a novel they haven't read."  Arcapita says the objection
comes from Taconic Capital Advisors LP, York Capital Management
Global Advisors LLC, and Silver Point Capital LP.

The report relates the bankruptcy judge will sort out the winners
and the losers at a hearing on Oct. 9.  At the hearing, Arcapita
will also seek permission to pay a commitment fee leading toward
$150 million in financing from Silver Point Finance LLC.

                        About Arcapita Bank

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

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

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

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

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

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

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

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


ARI-DFW: Files to Halt Foreclosure; Mulls Merger With TICs
----------------------------------------------------------
ARI-DFW East & West 9, L.P. has filed papers with the Los Angeles,
California Bankruptcy Court requesting a temporary restraining
order enjoining a foreclosure sale on the Debtor and its co-
debtor's interest in two parcels of real property jointly owned by
the Debtors as tenants in common.  ARI-DFW 9 also seeks an order
requiring the lender to show cause why preliminary injunction
should not be issued.

The note holder, MLMT 2005-LC1 Freeway Offices, LLC, a Texas
limited liability company, by and through its special servicer LNR
Partners, LLC, a Florida limited liability company, had given
notice of a non-judicial foreclosure sale scheduled for Oct. 2,
2012, in Dallas, Texas.  The Lender initially scheduled and then
cancelled a foreclosure sale for Sept. 4.

ARI-DFW 9 said a TRO and injunction is necessary "in these unusual
circumstances" to avoid immediate adverse economic consequences to
the bankruptcy estate which would likely be fatal to the Debtor's
chances of submitting a successful reorganization plan thus
causing irreparable injury to the estate.

If the injunction is granted, ARI-DFW 9 said there is a strong
likelihood of completing a successful plan of reorganization,
generally, by:

     -- paying down the existing loan on the two real properties
        with $4.5 million proceeds awarded from condemnation
        proceedings (estimated to exceed half of the original
        principal);

     -- merging the Debtor and its Co-Debtors into a signal
        purpose entity to refinance the properties;

     -- paying the Lender in full; and

     -- raising additional funds.

ARI-DFW 9 said harm to the Lender is minimal because the scope of
the TRO and preliminary injunction seeks only preserve the status
quo between the Debtors and creditors.

ARI-DFW 9 is one of 23 "Special Purpose Entities" organized by
Argus Realty Investors, L.P., an Orange County California real
estate and securities promoter of tax-advantaged investments to
defer capital gains taxes.  ARI-DFW 9 and its co-debtors were
formed in September 2005 for the purpose of entering into a
structured transaction resulting in the assumption of an existing
purchase money loan and tenant in common interests in two parcels
of real property.

The Co-Debtors are:

     * DFW East & West 1, L.P.;
     * DFW East & West 2, L.P.;
     * DFW East & West 3, L.P.;
     * DFW East & West 4, L.P.;
     * DFW East & West 5, L.P.;
     * DFW East & West 6, L.P.;
     * DFW East & West 7, L.P.;
     * DFW East & West 8, L.P.;
     * DFW East & West 10, L.P.;
     * DFW East & West 11, L.P.;
     * DFW East & West 12, L.P.;
     * DFW East & West 13, L.P.;
     * DFW East & West 14, L.P.;
     * DFW East & West 15, L.P.;
     * DFW East & West 16, L.P.;
     * DFW East & West 17, L.P.;
     * DFW East & West 18, L.P.;
     * DFW East & West 19, L.P.;
     * DFW East & West 20, L.P.;
     * DFW East & West 21, L.P.;
     * DFW East & West 22, L.P.; and
     * DFW East & West 23, L.P.

In the aggregate the SPE TICs invested $6.25 million of their hard
earned money in real estate securities concerning the two office
buildings in the Dallas-Fort Worth, Texas, freeway corridor known
as DFW East Property and DFW West Property.

The "upleg" real estate designated for the Debtors was comprised
of two separate and distinct buildings 4.5 miles apart constructed
in 1982, DFW East Property, a five-story, 85,212 rentable square
foot Class B office building located on approximately 2.94 acres
at 4425 West Airport Freeway, Irving, Texas and DFW West Property,
a five-story, 85,900 rentable square foot Class B office building
located on roughly 2.89 acres at 4001 West Airport Freeway,
Bedford, Texas.

ARI-DFW 9 said in court papers the loan balance owed to MLMT is
$9,689,402.  According to the Debtor, the real property is valued
at $7,883,881, which, together with a $4.5 million condemnation
award held in trust, makes the Lender oversecured.  As such, ARI-
DFW 9 argued, the Lender won't suffer any harm from waiting
"perhaps six months to be paid in full."

The Texas Department of Transportation has condemned a portion of
the DFW West parking lot for freeway expansion.  A condemnation
proceeding was held on Jan. 11, 2012, at which time, the Special
Commissioners awarded the TIC owners $4,575,489.  The Lender has
claimed a lien on the funds.

The owners anticipate reduced parking for DFW West from 318 spaces
to 239 spaces which is a loss of about 25% of parking (79 parking
spaces) and leaves DFW West at a parking ratio of 2.81 per 1,000
SF from 3.74 per 1,000 SF.  DFW East access will also be affected
by the freeway condemnation but no loss of parking is expected.

Current occupancy has trended down from 76.8% in 2009, 70.67% in
2010, 74.9% in 2010 to 70.9% currently.  The properties have seen
a significant rise in vacancy to 30% since purchased in 2005 and
are significantly higher (by 50%) than the current submarket
occupancy of 19.8% vacancy for Class B office space.

The award was appealed by the Debtor and Co-debtors asserting that
the award granted should have been equal to the revised appraisal
value of $5,906,780. Conservatively, the award is excepted to be
increased to $4,937,545 based upon the Texas DOT's own revised
appraisal.

Prior to the bankruptcy petition, the Debtors engaged Breakwater
Equity Partners, a loan workout and finance sourcing real estate
firm, to evaluate all viable options of preserving or enhancing
the owners' equity in the properties.  Their report concluded that
both properties could be successfully managed under a 10-year
scenario by paying down the existing loan with the condemnation
proceeds of $4,500,000, refinance the reduced existing loan, and
raise $625,000 for new funding of Tenant Improvement/Leasing
Commission reserve.  In the event the condemnation award exceeds
the amount presently on deposit, then the new funding amount will
decline dollar for dollar.  The $625,000 plus proceeds from the
anticipated refinance loan proceeds of $404,000 plus existing
funds in the current TI/LC reserve of $481,000 will provide for a
starting balance in the TI/LC reserve of $1,500,000.

Jim Nagel, the Debtors' consultant, has evaluated and worked
through the 10-year scenario and based on certain assumptions has
determined that the Debtors will obtain a return of $8,480,000
sufficient to provide a return of $6,250,000 capital and an
overall gain.

ARI-DFW East & West 9, L.P., filed for Chapter 11 bankruptcy
Bankr. C.D. Calif. Case No. 12-42788) on Sept. 27, 2012.
Bankruptcy Judge Sandra R. Klein presides over the case.
Kenneth J. Catanzarite, Esq. -- kcatanzarite@catanzarite.com --
and Eric V. Anderton, Esq., at Catanzarite Law Corporation, serve
as the Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in total assets and debts.  The
petition was signed by E. Lorelei Mooney, as "trusted debtor's
general partner".


ARI-DFW: Files Amendment to List of Creditors
---------------------------------------------
ARI-DFW East & West 9, L.P., has filed with the Bankruptcy Court
an Amendment to List of Creditors.  The list did not disclose the
amounts owed.  The creditors are:

     ABM Engineering Services
     Attn Adam Lindsay
     7324 SW Freeway
     Houston, TX 77074

     AT & T
     PO Box 105414
     Atlanta, GA 30348-5414

     Mustang Lighting Inc.
     3520 W Miller Rd #130
     Garland, TX 75041

     TNP Property Manager, LLC
     1900 Main Street, Ste 700
     Irvine CA 92614

     Verizon Southwest
     PO Box 920041
     Dallas, TX 75392-0041

     Nagle Real Estate & Investment Advisors
     Attn Jim Nagle
     23679 Calabasas Rd Ste 631
     Calabasas, CA 91302

     MLMT 2005-LC1 FREEWAY OFFICES LLC
     c/o Jeffrey J. Zissa Esq.
     1700 Pacific Avenue Ste 4100
     Dallas, TX 75201

According to the case docket, the Court has issued a "Notice of
Dismissal of Case If Required Documents Are Not Filed Within 72
Hours: Creditors not uploaded in .txt file format."

ARI-DFW 9 is required to file its complete schedules of assets and
liabilities by Oct. 11.

                   About ARI-DFW East & West 9

ARI-DFW East & West 9, L.P., filed for Chapter 11 bankruptcy
Bankr. C.D. Calif. Case No. 12-42788) on Sept. 27, 2012.
Bankruptcy Judge Sandra R. Klein presides over the case.
Kenneth J. Catanzarite, Esq. -- kcatanzarite@catanzarite.com --
and Eric V. Anderton, Esq., at Catanzarite Law Corporation, serve
as the Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in total assets and debts.  The
petition was signed by E. Lorelei Mooney, as "trusted debtor's
general partner".

ARI-DFW East & West 9 is one of 23 "Special Purpose Entities"
organized by Argus Realty Investors, L.P., an Orange County
California real estate and securities promoter of tax-advantaged
investments to defer capital gains taxes.  ARI-DFW 9 and its co-
debtors were formed in September 2005 for the purpose of entering
into a structured transaction resulting in the assumption of an
existing purchase money loan and tenant in common interests in two
parcels of real property.

The Co-Debtors are named DFW East & West 1, L.P. to DFW East &
West 23, L.P.  In the aggregate the SPE TICs invested $6.25
million in real estate securities concerning two office buildings
in the Dallas-Fort Worth, Texas, freeway corridor known as DFW
East Property and DFW West Property.

The "upleg" real estate designated for the Debtors was comprised
of two separate and distinct buildings 4.5 miles apart constructed
in 1982, DFW East Property, a five-story, 85,212 rentable square
foot Class B office building located on approximately 2.94 acres
at 4425 West Airport Freeway, Irving, Texas and DFW West Property,
a five-story, 85,900 rentable square foot Class B office building
located on roughly 2.89 acres at 4001 West Airport Freeway,
Bedford, Texas.


ASTANA-FINANCE: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Debtor: JSC "Astana-Finance"
                   c/o Sidley Austin LLP
                   787 Seventh Avenue
                   New York, NY 10019

Chapter 15 Case No.: 12-14113

Chapter 15 Petition Date: October 1, 2012

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Chapter 15 Petitioner's Counsel: Alex R. Rovira, Esq.
                                 SIDLEY AUSTIN LLP
                                 787 Seventh Avenue
                                 New York, NY 10019
                                 Tel: (212) 839-5300
                                 Fax: (212) 839-5599
                                 E-mail: arovira@sidley.com

Estimated Assets: $500,000,001 to $1 billion

Estimated Debts: more than $1 billion

The petition was signed by Marat Duysenbekovich Aitenov, foreign
representative.


ATP OIL: Diamond Offshore Seeks Declaratory Judgment
----------------------------------------------------
BankruptcyData.com reports that Diamond Offshore Company filed
with the U.S. Bankruptcy Court a lawsuit against ATP Oil & Gas
Corporation seeking a declaratory judgment.

According to the suit, on August 4, 2008, ATP and Diamond entered
into a Domestic Daywork Drilling Contract - Offshore, under which
(i) Diamond agreed and committed to conduct drilling and related
operations on oil and gas leases owned by ATP using a drilling
unit and personnel provided by Diamond.  Diamond alleges that ATP
has failed to pay Diamond the net profit amount due July 30, 2012
which totals over $2.5 million.  Diamond is seeking a declaratory
judgment that the net profit amounts are (a) property of Diamond
and not property of the Debtor's estate and (b) not executory
contract or lease interests that the Debtor may reject.

                          About ATP Oil

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

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

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

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

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


ATWATER, CA: Declares Fiscal Emergency
--------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Atwater, a California agricultural community of
28,000 located 100 miles (160 kilometers) southeast of San
Francisco, declared a fiscal emergency, satisfying a requirement
under state law for filing municipal bankruptcy without first
negotiating with creditors.  City leaders are facing a $3.3
million budget deficit that will cause Atwater to run out of cash
by year's end.  Officials are seeking concessions from municipal
workers and have told almost one-quarter of the work force that
they will lose their jobs.  A $2 million bond payment is due in
November.


AXION INTERNATIONAL: Sells $1.5-Mil. Convertible Promissory Notes
-----------------------------------------------------------------
Pursuant to the Note Purchase Agreement dated Aug. 24, 2012, among
Axion International Holdings, Inc., and MLTM Lending, LLC, Samuel
Rose, Allen Kronstadt and the other investors, the Company issued
and sold to the Investors an aggregate principal amount of
$1,500,000 of the Company's 8.0% convertible promissory notes
which are initially convertible into shares of the Company's
common stock, no par value, at a conversion price equal to $0.40
per share of Common Stock, subject to adjustment as provided on
the terms of the Notes, and associated warrants to purchase, in
the aggregate, 3,750,000 shares of Common Stock, subject to
adjustment as provided on the terms of the Warrants.  In
consideration for the issuance of the Notes and the Warrants, the
Investors paid the Company cash in the aggregate amount of
$1,500,000.  The issuance and sale of the Notes and the Warrants
was effected pursuant to the Purchase Agreement.

The Notes and the Warrants were offered and sold to the Investors
in a private placement transaction made in reliance upon
exemptions from registration pursuant to Section 4(2) under the
Securities Act of 1933, as amended, and Rule 506 of Regulation D
promulgated thereunder.  The Investors are accredited investors as
defined in Rule 501 of Regulation D promulgated under the
Securities Act.

The Notes, including all outstanding principal and accrued and
unpaid interest, are due and payable on the earlier of Sept. 28,
2017, or upon the occurrence of an Event of Default.  The Company
may prepay the Notes, in whole or in part, upon 60 calendar days
prior written notice to the holders thereof.  Interest accrues on
the Notes at a rate of 8.0% per annum, payable during the first
three years that the Notes are outstanding in shares of Common
Stock, valued at the weighted average price of a share of Common
Stock for the 20 consecutive trading days prior to the interest
payment date, pursuant to the terms of the Notes.  During the
fourth and fifth years that the Notes are outstanding, interest
that accrues under the Notes will be payable in cash.

The Warrants are exercisable at an exercise price of $0.60 per
share of Common Stock, subject to adjustment as provided for by
the terms thereof, for a period commencing on the date of issuance
and ending on the earlier to occur of the date that is (i) three
years after the date upon which the weighted average price of a
share of Common Stock for the 90 consecutive trading days prior to
such date is at least $2.00 per share, and (ii) five years after
the date on which the Note to which the applicable Warrant is
related has been repaid in full.

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2012, showed $7.68 million
in total assets, $7.80 million in total liabilities, $5.80 million
in 10% convertible preferred stock, and a $5.91 million total
stockholders' deficit.


B+H OCEAN: Ship Owner Files Plan to Sell Remaining Vessels
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports B+H Ocean Carriers Ltd. filed a liquidating Chapter 11
plan to sell the last three vessels and distribute proceeds to
creditors.

According to the report, the Bermuda-based company said it had
$46.1 million in debt, including $32.4 million owed to secured
lenders.  One vessel already sold, the Chapter 11 plan calls for
selling the remainder and distributing the proceeds first to
secured creditors, taking settlements into consideration.

The Bloomberg report discloses that assuming creditors consent to
settlement and waive the right to file lawsuits, the accompanying
disclosure materials say about $2.4 million might be distributed
to unsecured creditors.

Secured lenders are affiliates of Bank of Nova Scotia, Bank of
Scotland Plc, and Nordea Bank AS.

                     About B+H Ocean Carriers

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.


BEAZER HOMES: Steven Johnson Discloses 9.2% Equity Stake
--------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Steven G. Johnson disclosed that as of Oct. 2, 2012,
it beneficially owns 9,441,649 shares of common stock of
TherapeuticsMD, Inc., representing 9.21% of the shares
outstanding.  S.J. Capital, LLC, an entity solely controlled by
Mr. Johnson, beneficially owns 6,741,649 common shares as of
Oct. 2.  A copy of the filing is available at http://is.gd/1ygHLT

                       About TherapeuticsMD

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.

The Company's balance sheet at March 31, 2012, showed
$1.49 million in total assets, $4.84 million in total liabilities,
and a shareholders' deficit of $3.35 million.

As reported in the TCR on April 2, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, N.J., expressed substantial doubt
about TherapeuticsMD, Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered a loss from operations of approximately $5.4 million
and had negative cash flow from operations of approximately
$5.0 million.


BERNARD L. MADOFF: Court of Appeals Upholds Customer Ruling
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Jed Rakoff won't be deciding
whether customers of Bernard L. Madoff Investment Securities Inc.
are entitled to have their claims increased in compensation for
the time-value of money.

According to the report, the U.S. Court of Appeals upheld a ruling
by U.S. Bankruptcy Judge Burton R. Lifland saying that customers
don't have claims for securities shown on account statements that
were never actually purchased.  The appeals court ruled that
claims may only represent the amount of cash invested, less cash
taken out.  The appeals court didn't decide whether customers are
entitled to have their claims increased to reflect the time value
of money.  Judge Lifland is scheduled to rule next year on whether
customers' claim should be increased to reflect the length of time
someone was a Madoff investor.  Judge Rakoff ruled twice before
that Judge Lifland should make the first decision on whether
customers with disputed claims should be entitled to interest on
their claims.  Madoff trustee Irving Picard and the Securities
Investor Protection Corp. are both of the opinion that governing
law doesn't permit any increase above the amount of cash invested
less cash taken out.

The report relates that in August, three customers with approved
claims filed papers asking Judge Rakoff rather than Judge Lifland
to decide whether they are entitled to have their claims increased
to reflect the time value of money.  Judge Rakoff rejected the
idea in a two-page ruling on Oct. 1.  Judge Rakoff said the
interest question isn't the type where a federal district judge
must issue a decision rather than a bankruptcy judge.  He also
said the customers were too late in making a request to withdraw
the dispute from bankruptcy court.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Rakoff to Decide on NY Atty. General Injunction
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the trustee for Bernard L. Madoff Investment Securities
LLC made his pitch to U.S. District Judge Jed Rakoff endeavoring
to explain why the bankruptcy judge should decide in the first
instance whether to halt New York Attorney General Eric
Schneiderman from completing a $410 million settlement with a
Madoff feeder-fund manager named J. Ezra Merkin.

According to the report, Mr. Schneiderman filed papers at the end
of August contending that halting an enforcement action by a state
attorney general is beyond the ken of a bankruptcy judge and must
be decided by a U.S. district judge.  Madoff trustee Irving Picard
sued Mr. Schneiderman in bankruptcy court on Aug. 1 contending
that New York State's top lawyer is recovering on claims that
belong to all Madoff customers and that only the Madoff trustee
can pursue.

The report relates that Mr. Picard's request for an injunction was
put on ice while Judge Rakoff decides whether the dispute should
be decided initially in bankruptcy court or district court.
Whether Mr. Picard wins ultimately will determine which group of
injured customers receives the $410 million from Merkin.  Mr.
Picard is suing Merkin for more than $500 million.  Merkin was one
of Madoff's earliest and largest feeder-fund investors.  The money
Merkin invested with Madoff came from investors in Merkin's own
funds.  The attorney general's settlement earmarks most of the
$410 million for customers of Merkin.

The report notes that if Mr. Picard prevails, halts the attorney
general's lawsuit, and eventually recovers $410 million or more
from Merkin, Mr. Picard will distribute the funds to Madoff
customers, probably not including Merkin's own investors.  The
trustee pointed out in papers filed last week with Judge Rakoff
that he won on three prior occasions in enjoining lawsuits by
Madoff customers against third parties.  All three injunctions
were upheld on appeal, Judge Rakoff says, on the theory that the
claims were common to all Madoff creditors and therefore belong to
the Picard as trustee.

The report relates that the Schneiderman case could present a
different situation because the attorney general can argue that
his recovery is based on claims unique to Merkin's own customers.

The Bloomberg report discloses that the other injunctions won by
Mr. Picard didn't involve a state attorney general enforcing a
state's police or regulatory powers.  Mr. Schneiderman will submit
another set of papers on Oct. 11 before Judge Rakoff rules whether
he or the bankruptcy judge should first decide if an injunction is
appropriate.  The attorney general agreed he won't take any steps
to carry out the settlement or transfer any of the $410 million
while the dispute percolates over which court should decide if Mr.
Schneiderman is within his rights in settling with Merkin.

The dispute with Schneiderman in district court is Picard v.
Schneiderman, 12-06093, U.S. District Court, Southern District of
New York (Manhattan).  The lawsuit with Schneiderman in bankruptcy
court is Picard v. Schneiderman, 12-01778, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BHFS I: Hires Marvin F. Poer as Tax Consultant
----------------------------------------------
BHFS I LLC and its affiliates ask the U.S. Bankruptcy Court for
permission to employ Marvin F. Poer as tax consultant.

The firm will, among other things:

   a. assist the Debtors with dispute preparation, including an
      examination of the Debtors' books and records and real
      properties and improvements;

   b. engage in assessment dispute support services, such as
      negotiating dispute guidelines and parameter, monitoring the
      regulatory taxing authority's field work and establishing a
      working relationship with assessors; and

   c. serve as an advocate for the Debtors in, among other things,
      reviewing and protesting the results of the Assessment.

MFP has agreed to perform tax consulting services in exchange for
a flat fee of $2,250, plus 10% of the tax savings, as is customary
for clients similar to the Debtors, capped at $10,000.

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

                             About BHFS

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.  In its
schedules, BHFS I LLC disclosed $28,947,198 in total assets and
$13,742,348 in total liabilities.

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

Judge Brenda T. Rhoades presides over the case.  Davor Rukavina,
Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf &
Harr, P.C., serve as the Debtors' counsel.  The petition was
signed by Michael J. O'Hanlon, president.

George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell
Coleman & Logan PC, represent Regions Bank.

Bank of America, N.A., is represented by Keith M. Aurzada, Esq.,
and John Leininger at Bryan Cave.


BIG SANDY: Strategic Growth Bancorp Buying Mile High Bank
---------------------------------------------------------
One day after filing for bankruptcy, Big Sandy Holding Company
submitted papers in Court seeking permission to sell substantially
all of its assets -- essentially 100% of the issued and
outstanding capital stock of its wholly owned bank subsidiary,
Mile High Banks -- pursuant to proposed bidding and sale
procedures.

According to Big Sandy, Strategic Growth Bancorp Inc. is prepared
to proceed with a transaction which would recapitalize the Bank
in accordance with regulatory requirements -- by up to $90 million
-- and concurrently to acquire the Bank from the Debtor for
$5.5 million.

Big Sandy will test Strategic's offer at an auction to be held at
the offices of Brownstein Hyatt Farber Schreck LLP.  Court papers
filed by the Debtor did not disclose the date of the auction or
the deadline for submitting competing bids.

In the event the Debtor closes a deal with another buyer, the
Debtor proposes to pay Strategic Growth Bancorp a $1 million
stalking-horse bidder fee.

Mile High employs 89 individuals who serve more than 20,000
customers in Colorado.  Due to the current financial crisis, over
the past four years the Bank has incurred significant losses,
which have seriously depleted its capital.  The Bank is under a
Supervisory Prompt Corrective Action Directive, issued by the
Federal Deposit Insurance Corporation, requiring the Bank to take
immediate action to raise capital, through the sale of the Bank
equity, Big Sandy equity, or the sale of Big Sandy and a
recapitalization of the Bank, or a sale of the Bank.

Big Sandy said despite its extensive efforts to raise capital on
behalf of the Bank and comply with applicable regulatory
requirements, it has not been successful thus far.  Big Sandy said
failure to recapitalize the Bank presents an imminent risk of
seizure and closure by regulators.

                         Marketing Efforts

Beginning in 2011, the Company undertook extensive efforts to
raise capital on behalf of the Bank.  Over 70 potential investors
and strategic partners were contacted by the Company or its
investment bankers.  The Debtor has concluded that the only way to
recapitalize the Bank and minimize the risk of receivership with
the Federal Deposit Insurance Corp., and thereby preserve value
for the Debtor and its stakeholders, is to conduct a sale of the
Bank pursuant to Bankruptcy Code Sec. 363.

As part of its effort to comply with the terms of the Regulatory
Order, Big Sandy 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
Big Sandy on Aug. 15, 2012.

As of Sept. 25, 2012, the Debtor had outstanding unsecured debt
totaling roughly $39,889,000 in principal and $3,989,157 in
interest, consisting of (a) the issuance of $10 million of junior
subordinated debentures in June 2003 to a statutory trust that in
turn issued its preferred securities, commonly known as Trust
Preferred Securities or "TruPS," to investors; (b) the issuance of
$9 million of junior subordinated debentures in August 2003 to a
statutory trust that in turn issued its TruPS to investors; (c)
the issuance of $10 million of junior subordinated debentures in
August 2004 to a statutory trust that in turn issued its TruPS to
investors; and (d) the issuance of $10 million of junior
subordinated debentures in April 2005.  Big Sandy does not have
any trade debt.

Wells Fargo Bank, National Association, acts as trustee of each of
the statutory trusts created for the Junior Subordinated Debt.
Each of these trusts issued several tranches, or priorities, of
notes (e.g., Class A-i Senior Notes, Class A-2 Senior Notes,
Mezzanine Notes, and Subordinated Notes) to numerous institutional
and accredited individual investors through offerings exempt from
securities registration.  Wells Fargo has limited authority to
make decisions with respect to the Junior Subordinated Debt.
Direct ownership of the notes issued by the trusts is widely
dispersed, and identifying the ultimate investors is extremely
difficult.

                         $1 Mil. DIP Loan

To help reduce the risk of adverse supervisory action before a
sale of the Shares can be consummated, the Debtor has negotiated a
$1 million debtor-in-possession loan arrangement with Strategic as
lender, for working capital necessary to fund the Debtor's chapter
11 case.  Among other features, the DIP Loan includes certain
safeguards for Strategic's protection as DIP lender, since as a
lender it bears the full risk of any decline in the value of the
Shares that would serve as its collateral.

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

                          Credit Bidding

Strategic will acquire the Shares from the Debtor for
$5.5 million, including by credit bidding all of the debt owing
under the DIP Loan and including payment from the $5.5 million of
the fees and expenses of KBW in the amount of $3,000,000.

Strategic will also effect an equity contribution equal to
$90 million.

Subject to certain qualifications, the sale agreement with
Strategic may be terminated in various circumstances, the most
significant of which include:

     (i) termination if the Closing does not occur prior to
         Dec. 31, 2012 or such later date as may be agreed to
         in writing by the Debtor and the Purchaser in their
         sole discretion;

    (ii) termination by either party if there has been a material
         breach;

   (iii) termination by either party with 15 days' prior written
         notice if any court or governmental authority determines
         that the subject of the sale agreement violates an
         applicable legal requirement;

    (iv) termination by either party, if the Purchaser or any of
         its affiliates, receives notice from a Governmental
         Authority that it will not grant the Purchaser Required
         Approval on the terms contemplated by the SPA without
         imposing any Burdensome Condition;

     (v) termination by the Purchaser, if the Court has not
         entered the Bidding Procedures Order within 30 days of
         the Petition Date;

    (vi) termination by the Purchaser, if the Court has not
         entered the Sale Order approving the Sale to the
         Purchaser by 39 days after the Bidding Procedures Order
         is entered;

   (vii) termination by the Purchaser, if the DIP Loan Agreement
         has been terminated or the outstanding loans thereunder
         have been accelerated;

  (viii) termination by the Purchaser if the Petition Date did
         not occur within two days after the date of the SPA; or

    (ix) termination by the Purchaser if an event occurs between
         the date of the SPA and the Closing Date which would
         make any of the representations or warranties of the
         Debtor in the SPA untrue.

                          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.

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.

In its petition, Big Sandy estimated $10 million to $50 million in
assets and debts.  The petition was signed by Dan Allen,
chairman/CEO/president.


BIG SANDY: Sec. 341 Creditors' Meeting Set for Nov. 5
-----------------------------------------------------
The U.S. Trustee in Denver, Colorado, will convene a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Big Sandy Holding Company on Nov. 5, 2012, at 10:00 a.m. at US
Trustee Room C.

                          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.

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.

In its petition, Big Sandy estimated $10 million to $50 million in
assets and debts.  The petition was signed by Dan Allen,
chairman/CEO/president.

Big Sandy has a deal to sell substantially all of its assets --
essentially 100% of the issued and outstanding capital stock of
Mile High Banks -- Strategic Growth Bancorp Inc., subject to
higher and better offers.  Strategic is prepared to proceed with a
transaction which would recapitalize the Bank in accordance with
regulatory requirements -- by up to $90 million -- and acquire the
Bank from the Debtor for $5.5 million.


BIOFUEL ENERGY: Misses $3.6-Mil. Payment Under 2006 Credit Pact
---------------------------------------------------------------
BFE Operating Company, LLC, Buffalo Lake Energy, LLC, and Pioneer
Trail Energy, LLC, which are subsidiaries of BioFuel Energy Corp.,
failed to make the regularly-scheduled payments of principal and
interest, in an aggregate amount of $3.6 million, that were due on
the outstanding term loans under the Credit Agreement dated as of
Sept. 25, 2006.  The Companies were notified of the default on
Sept. 28, 2012.

First National Bank of Omaha serves as administrative agent while
Deutsche Bank Trust Company Americas acts as collateral agent
under the Credit Agreement.

The Company said in a regulatory filing with the Securities and
Exchange Commission that it intends to continue to have,
discussions with the Administrative Agent and the Lenders
regarding the terms of a potential forbearance, reinstatement or
restructuring of the Term Loans.

As of Sept. 28, 2012, there was an aggregate principal amount of
$170.5 million outstanding under the Term Loans.

An Event of Default under the Credit Agreement also constitutes an
Event of Default under the Lease Agreements dated as of Oct. 5,
2011, by and between each of Buffalo Lake Energy, LLC, and Pioneer
Trail Energy, LLC, respectively, and Farnam Street Financial, Inc.
The Company has informed Farnam of its receipt of the Notice under
the Credit Agreement.

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company reported a net loss of $10.36 million in 2011,
compared with a net loss of $25.22 million during the prior year.

BioFuel Energy's balance sheet at June 30, 2012, showed
$275.09 million in total assets, $197.90 million in total
liabilities and $77.18 million in total equity.

                         Bankruptcy Warning

"Drought conditions in the American Midwest have significantly
impacted this year's corn crop and caused a significant reduction
in the anticipated corn yield," the Company said in its quarterly
report for the period ended June 30, 2012.  "Since the end of the
second quarter, this has led to a dramatic increase in the price
of corn and a corresponding narrowing in the crush spread.  Should
current commodity margins continue for an extended period of time,
we may not generate sufficient cash flow from operations to both
service our debt and operate our plants.  We are required to make,
under the terms of our Senior Debt Facility, quarterly principal
payments in a minimum amount of $3,150,000, plus accrued interest.
We cannot predict when or if crush spreads will fluctuate again or
if the current commodity margins will improve or worsen.  If crush
spreads were to remain at current levels for an extended period of
time, we may expend all of our sources of liquidity, in which
event we would not be able to pay principal and interest on our
debt.  In the event crush spreads narrow further, we may choose to
curtail operations at our plants or cease operations altogether
until such time as crush spreads improve.  Any inability to pay
principal and interest on our debt would lead to an event of
default under our Senior Debt Facility, which, in the absence of
forbearance, debt service abeyance or other accommodations from
our lenders, could require us to seek relief through a filing
under the U.S. Bankruptcy Code.  We expect fluctuations in the
crush spread to continue."


BNC FRANCES: Court Denies Motion to Employ BNC Real Estate
----------------------------------------------------------
The U.S. Bankruptcy Court for Northern District of Texas entered
an order denying BNC Frances Villas, L.P.'s motion to employ BNC
Real Estate as other professional.

In a separate order, the Court denied without prejudice to
refiling, the motion to employ Eric Liepans as attorney.

The Court said, in its order, that insufficient action has been
taken to obtain the reliefs sought.  The Court also found that no
certificate of no objections on file nor a hearing set.

                        About BNC Frances

BNC Frances Villas, L.P., filed a bare-bones Chapter 11 petition
(Barnk. N.D. Tex. Case No. 12-32154) in its home-town in Dallas on
April 2, 2012, to halt a foreclosure sale of its property.  BNC
owns and operates the Frances Way Villas Apartments in Richardson,
Texas.  BNC, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101 (51B).  Judge Barbara J. Houser presides over the case.
Eric A. Liepins, P.C., serves as the Debtor's counsel.  The Debtor
disclosed, in its amended schedules $11,121,763 in assets and
$9,292,375 in liabilities as of the Chapter 11 filing.

On Sept. 26, 2012, the Court confirmed the Debtor's second amended
chapter 11 plan which provides for that the Reorganized Debtor
will continue in business.  The Debtor said that if the property
were to be liquidated in a forced sale, the property would bring
less and would not cover all the secured creditors.


BON-TON STORES: Morgan Stanley Discloses 5.2% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Morgan Stanley disclosed that, as of Sept. 27, 2012,
it beneficially owns 896,827 shares of common stock of Bon-ton
Stores, Inc., representing 5.2% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/apryVC

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 276 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

The Company incurred a net loss of $40.8 million on $640 million
of net sales for the 13 weeks ended April 28, 2012.

The Company's balance sheet at July 28, 2012, showed $1.56 billion
in total assets, $1.51 billion in total liabilities and $48.33
million in total shareholders' equity.

                            *     *     *

In the Jan. 12, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Bon-Ton
Stores Inc. to 'B-' from 'B'.

"The downgrade reflects the continued deterioration of the
company's performance, which has been below our expectations due
to merchandising that has not resonated with its customers," said
Standard & Poor's credit analyst David Kuntz.  He added, "It
incorporates our view that operations will remain weak in the near
term and that credit protection measures will erode further
over the next year."

As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3.  The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014.  The LD designation
indicates that a limited default on the company's 2014 notes has
occurred, as Moody's deem that this transaction is a distressed
exchange.  The LD designation will be removed in approximately 3
business days.

Moody's also affirmed the company's Corporate Family Rating at
Caa1 and affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.


BRIDGEVIEW AEROSOL: Committee Taps Plante & Moran as Consultant
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Bridgeview
Aerosol, LLC, asks the U.S. Bankruptcy Court to retain Martin W.
Terpstra, CPA, CFE and Plante & Moran, PLLC to provide expert
witness and consulting services in connection with adversary
proceeding initiated by the Committee in the case.

The fees for P&M's consulting services will be based on the actual
time that Mr. Terpstra expends at his hourly rates of $440, plus
related costs incurred by P&M.  Time incurred by other P&M staff
will be billed at hour rates ranging from $100 to $290.

In connection with its retention, P&M requests payment of a
refundable retainer in the amount of $10,000, which they will hold
and apply to the final invoice in connection with services
rendered pursuant to this engagement.

A conflict check performed by P&M revealed that:

   a. Blackman Kallick, LLP, which recently merged with P&M,
      served as auditor for Hydrosol, Inc. through the fiscal year
      ended Sept. 30, 2005;

   b. Blackman prepared Hydrosol's final tax return for the fiscal
      year ended September 30, 2006;

   c. Hydrosol appears to have sold its assets to Bridgeview
      Aerosol during February 2006;

   d. Neither Blackman nor P&M has performed any services for The
      Fountainhead Group, Inc., John Romano, Linda Romano, and
      Bunno Boarding, LLC, or any of their related entities.

Neither Mr. Terpstra nor P&M represent or hold any interest
adverse to the Debtors or to the Debtors' bankruptcy estates,
their creditors, the Committee, or any other parties in interest
with respect to the matters on which P&M is to be retained.

                     About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC, provides
manufactures, packages and distributes household cleaning and
automotive aerosol products.  Affiliate AeroNuevo owns the real
property on which BVA operates.  USAerosols is the parent company
of BVA and AeroNuevo.

Bridgeview Aerosol and its affiliates filed for Chapter 11
protection (Bankr. N.D. Ill. Lead Case No. 09-41021) on Oct. 30,
2009.  Steven B. Towbin, Esq., at Shaw Gussis et al., assists the
Debtors in their restructuring efforts.  Bridgeview Aerosol
estimated $10 million to $50 million in assets and debts as of the
Petition Date.

Adam P. Silverman, Esq., and Henry B. Merens, Esq., at Adelman &
Gettleman, Ltd., represents the Official Committee of Unsecured
Creditors.

On November 19, 2009, William T. Neary, the U.S. Trustee for
Region 10, amended the appointment of the Official Committee of
Unsecured Creditors.  The Committee now consist of (i) Ball
Aerosol & Speciality Container; (ii) Black Flag Brands LLC; (iii)
Pennock Company; (iv) Diversified CPC International; (v) Laser
Tool Inc.; (vi) Berry Plastics Corporation; and (vii) Batavia
Container, Inc.


BRIDGEVIEW AEROSOL: Marylynne Schwartz Withdraws as Counsel
-----------------------------------------------------------
Marylynne Schwarz, formerly of Shaw Guissis Fishman Glantz Wolfson
& Towbin LLC, withdraws her appearance as counsel for Bridgeview
Aerosol, LLC.  Kimberly Bacher and Steve Towbin, also of Shaw
Guissis Fishan, will continue to serve as counsel for the Debtor
and will substitute for Ms. Schwartz with respect to all matters
pending in the case, together with any related adversary
proceedings.

                     About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC, provides
manufactures, packages and distributes household cleaning and
automotive aerosol products.  Affiliate AeroNuevo owns the real
property on which BVA operates.  USAerosols is the parent company
of BVA and AeroNuevo.

Bridgeview Aerosol and its affiliates filed for Chapter 11
protection (Bankr. N.D. Ill. Lead Case No. 09-41021) on Oct. 30,
2009.  Steven B. Towbin, Esq., at Shaw Gussis et al., assists the
Debtors in their restructuring efforts.  Bridgeview Aerosol
estimated $10 million to $50 million in assets and debts as of the
Petition Date.

Adam P. Silverman, Esq., and Henry B. Merens, Esq., at Adelman &
Gettleman, Ltd., represents the Official Committee of Unsecured
Creditors.

On November 19, 2009, William T. Neary, the U.S. Trustee for
Region 10, amended the appointment of the Official Committee of
Unsecured Creditors.  The Committee now consist of (i) Ball
Aerosol & Speciality Container; (ii) Black Flag Brands LLC; (iii)
Pennock Company; (iv) Diversified CPC International; (v) Laser
Tool Inc.; (vi) Berry Plastics Corporation; and (vii) Batavia
Container, Inc.


BROADSIGN INT'L: Court Confirms Plan Hinged on JEDFam Acquisition
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that BroadSign International Inc. fielded no opposition,
allowing the bankruptcy judge in Delaware to sign an unopposed
confirmation order on Oct. 1 approving the Chapter 11 plan for the
one-time developer of software for digital signs.

According to the report, it wasn't even necessary for the judge to
hold a confirmation hearing.  The plan is designed for a 10%
recovery by unsecured creditors with $3.3 million in claims.  The
business was sold in May to secured lender JEDFam Group LLC in
exchange for $5.5 million in secured debt, plus cash needed to
cure defaults on contracts going along with the sale.

The report relates that, the plan allows JEDFam to take ownership
of the company in return for its remaining secured claim.  JEDFam
has a $5.5 million unsecured claim receiving no distribution under
the plan.  The sale to a JEDFam already negotiated, BroadSign
filed for Chapter 11 reorganization in March.  When the bankruptcy
began, BroadSign owed a total of $5.7 million to JEDFam on two
first-lien obligations.  JEDFam also owns 25% of the BroadSign
stock.

                          About BroadSign

BroadSign International Inc., a Boise, Idaho-based developer of
software for digital signs, filed a Chapter 11 petition (Bankr.
D. Del. Case No. 12-10789), estimating assets of less than
$10 million and debts of up to $50 million.

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as
bankruptcy counsel to the Debtor, SSG Capital Advisors, LLC, is
the investment banker, and Walker, Truesdell, Roth & Associates,
is the provider of staffing services.

The Debtor completed the sale of the business at the end of May to
secured lender JEDFam Group LLC in exchange for $5.5 million in
secured debt plus cash needed to cure defaults on contracts going
along with the sale.


BROADVIEW NETWORKS: Prepackaged Plan Confirms in Six Weeks
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the telecommunications provider Broadview Networks
Holdings Inc. needed exactly six weeks to traverse U.S. Bankruptcy
Court in Manhattan.  The telecommunications provider began a
prepackaged Chapter 11 reorganization on Aug. 22 with sufficient
votes already in hand from creditors and preferred shareholders.

According to the report, the bankruptcy judge signed a
confirmation order on Oct. 3 approving the plan.  Holders of
$300 million in 11.375% first-lien senior notes are receiving
$150 million in new five-year 10.5% secured notes and 97.5% of the
new common stock.  Preferred shareholders, the only other class
voting on the plan, are receiving warrants.  The 2.5% of the stock
not going to senior noteholders is earmarked for management.

The report relates that Carl Icahn's High River LP had proposed an
alternative reorganization that filed to gain traction with other
creditors.

The secured notes traded Oct. 4 for 72 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The bonds traded just
before bankruptcy for 66.25 cents.

                     About Broadview Networks

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

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

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

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


BROADWAY FINANCIAL: Regains Compliance with Nasdaq Listing Rule
---------------------------------------------------------------
Broadway Financial Corporation, parent company of Broadway Federal
Bank, f.s.b., received a letter, dated Oct. 2, 2012, from the
Nasdaq Listing Qualifications Department stating that the Company
has regained compliance with Nasdaq Listing Rule 5250(c)(1) as the
Company filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q for the first quarter ended
March 31, 2012, on Sept. 21, 2012, and its quarterly report on
Form 10-Q for the second quarter ended June 30, 2012, on Oct. 1,
2012.  Rule 5250(c)(1) requires that Nasdaq listed companies file
their required periodic financial reports with the SEC on a timely
basis.

                      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.

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."

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."


CAMBRIDGE HEART: Defaults Under 2012 Notes, May Cease Operations
----------------------------------------------------------------
Cambridge Heart, Inc., did not make its required payment on its
notes for the quarter ended Sept. 30, 2012, and does not expect to
make that payment within the 10 days allowance period.

Cambridge Heart issued and sold in various private placements from
January through May 2012 and pursuant to the exercise of certain
additional investment rights in July 2012 secured convertible
promissory notes in the aggregate principal amount of $3,757,500.

Under the Notes, the Company is required to make interest payments
on the last date of each calendar quarter.  Failure to make any
payment within 10 days after that payment is due constitutes an
event of default under the Notes.

The Company has engaged in discussions with certain of the Note
holders concerning the anticipated event of default.  Although the
Company intends to negotiate with Note holders regarding
forbearance, waiver of the event of default and modification of
the Notes, there can be no assurance that the Company and the Note
holders will come to any agreement regarding the foregoing or
otherwise reach a satisfactory agreement.

Pursuant to the terms of the Notes, following the expiration of
the 10-day period, the Note holders will have the right to
accelerate the payment of all amounts of principal and interest
due under the Notes.  For so long as the event of default
continues, the Company will be required to pay interest at the
default interest rate of 15% per year.  In connection with the
issuance of the Notes, the Company entered into a security
agreement granting to the Note holders a first priority security
interest in all of the assets of the Company.  If the anticipated
event of default occurs, the Note holders will be entitled to
foreclose on the Company's assets pursuant to the security
agreement.

The Company has retained the services of Benning Associates, LLC,
a Boston based boutique investment bank, to assist in exploring
the Company's strategic alternatives.  The management believes its
existing cash resources are sufficient to fund the Company's
operations only into October 2012.  The Company is seeking
additional funding.  If the Company is unable to obtain sufficient
additional funding, the Company may have to cease some or all of
its operations.

                        Reduces CFO Salary

Vincenzo LiCausi, Cambridge Heart's Chief Financial Officer, has
agreed to a temporary reduction in salary effective from
Sept. 1, 2012, until Oct. 31, 2012.  Specifically, Mr. LiCausi's
salary will be reduced by 50% during the Reduction Period.  Mr.
LiCausi will continue to participate in the Company's health
insurance and other benefit plans during the Reduction Period.

Effective Sept. 1, 2012, the Board of Directors of the Company
approved the payment of a special monthly retainer of $3,000 to
Paul McCormick for his services leading a special committee of the
Board of Directors in connection with the Company's strategic
alternatives process.

                       About Cambridge Heart

Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the
research, development and commercialization of products for the
non-invasive diagnosis of cardiac disease.

In its report on the financial statements for the year ended
Dec. 31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts,
expressed substantial doubt about Cambridge Heart's ability to
continue as a going concern.  The independent auditors noted that
of the Company's recurring losses, inability to generate positive
cash flows from operations, and liquidity uncertainties from
operations.

The Company reported a net loss of $5.40 million in 2011, compared
with a net loss of $5.17 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.60 million
in total assets, $4.89 million in total liabilities, $12.74
million in convertible preferred stock and a $16.04 million total
stockholders' deficit.


CAPABILITY RANCH: Status Conference Set for Dec. 4
--------------------------------------------------
The Bankruptcy Court in Las Vegas will hold a Status Conference in
the Chapter 11 case of Capability Ranch, LLC, on Dec. 4, 2012, at
10:00 a.m. at BAM-Courtroom 3, Foley Federal Bldg.

Capability Ranch has until Oct. 11 to file complete schedules of
assets and liabilities, and statement of financial affairs.

A Meeting of Creditors pursuant to 11 U.S.C. Sec. 341 will be held
Nov. 1, 2012 at 2:00 p.m. at 341s - Foley Bldg, Rm 1500.  The last
day to file proofs of claim is Jan. 30, 2013.

Las Vegas-based Capability Ranch, LLC, fdba Monroe Property
Company, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case
No. 12-21121) on Sept. 21, 2012.  Bankruptcy Judge Bruce A.
Markell presides over the case.  Thomas H. Fell, Esq., at Gordon
Silver, serves as the Debtor's counsel.

Capability Ranch estimated assets and debts of $50 million to
$100 million.  The Debtor said it owns property on 40060 Paws Up
Road in Greenough, Montana.  The property is a 37,000-acre luxury
Montana ranch and Montana resort.  According to
http://www.pawsup.com The Resort at Paws Up has 28 luxury
vacation homes and 24 luxury camping tents.  The resort offers
horseback riding, fly fishing, and spa treatments.


CASTAIC PARTNERS: Fighting U.S. Trustee's Bid for Case Dismissal
----------------------------------------------------------------
Castaic Partners LLC arranged a show down with the U.S. Trustee
before the Los Angeles Bankruptcy on Oct. 11 at 10:00 a.m. over
the U.S. Trustee's request to dismiss the Chapter 11 case, convert
it to Chapter 7 liquidation, or oust management and appoint a
Chapter 11 trustee.

The U.S. Trustee, Peter C. Anderson, said the Debtor, to date, has
not filed a plan of reorganization or disclosure statement; and
failed to comply with the requirements of the United States
Trustee Chapter 11 Notices and Guides Effective Sept. 1, 2011.

Castaic Partners opposed the motion to dismiss.  Castaic Partners
pointed out that the U.S. Trustee is critical that no plan or
disclosure statement has been filed.  The Debtor reminded the
Court that the case was filed July 30, 2012, and under the
Bankruptcy Code the Debtor has 120 days since the Chapter 11
filing to submit a plan and disclosure statement.

Castaic Partners said that, since the motion to dismiss was filed
early in September, the Debtor has retained bankruptcy counsel who
just applied to be retained and to represent the Debtor.  The
Debtor asks the Court to give the new counsel more time to get in
and to make sure the Debtor has fully complied with the various
filings.

The Debtor is also facing a request by DACA Castaic LLC for relief
from the automatic stay.  There's a hearing Oct. 12 on DACA
Castaic's request.

The Debtor and DACA Castaic retained the services of a mediator to
see if a compromise could be worked out.  The Debtor said in court
papers filed towards the end of September that no compromise has
been achieved but the discussions are ongoing.

The Debtor said it working to bring in DIP financing and to
complete a plan for an effective reorganization.

The Debtor said it is not in the best interests of creditors to
dismiss the case.  "The creditors will get paid only if the Debtor
is allowed to reorganize.   There is no loss occurring to the
bankruptcy estate while th[e case] is pending and, indeed, work
continues toward development of the property," the Debtor said.

                      About Castaic Partners

Castaic Partners LLC and affiliate Castaic Partners II filed
separate Chapter 11 petitions (Bankr. C.D. Calif. Case Nos.
12-36123 and 12-36116) in Los Angeles on July 30, 2012.  Castaic
Partners owns 847 acres of unimproved land by Tapia Canyon Road,
in Castaic, California.

Castaic Partners LLC disclosed assets of $29.5 million and
liabilities of $23.98 million in its petition.  The petition was
signed by William J. Barkett, managing member.

Castaic Partners I previously sought Chapter 11 protection in
October 2010 (Bankr. C.D. Calif. Case No. 10-53956).  At that
time, the Debtor said the property was worth $29.5 million.

The Debtors are represented in the 2012 case by The Margulies Law
Firm APLC of Encino, California.

Judge Julia W. Brand presides over the case.  She took over from
Judge Ernest M. Robles.


CASTAIC PARTNERS: Wants to Hire Margulies Firm as Counsel
---------------------------------------------------------
Castaic Partners LLC seeks Bankruptcy Court permission to employ
Craig C. Margulies, Esq., and Fahim Farivar, Esq., and The
Margulies Law Firm APLC of Encino, California, to substitute as
their general bankruptcy counsel.

The Debtor is currently represented by Gilmore Wood Vinnard &
Magness.

Margulies Law Firm is in the process of merging with another law
firm.  As soon as this process is completed, Margulies Law Firm
will file with the Court the Notice of the Name Change or the
Supplemental Employment Application, if necessary.

The Debtor's current counsel will be filing an application to be
employed as special litigation counsel to assist with various
litigation in the case.

The Debtor proposes to pay the firm on an hourly basis at these
rates:

          Partners                             $450
          Associates                           $350 - $375
          Paralegals                           $175 - $200

The firm's professionals who will be working on the case and their
hourly rates are:

          Craig G. Margulies, Partner          $450 per hour
          Fahim Farivar, Associate             $350 per hour
          Staci McFadden, Paralegal            $200 per hour

The firm seeks authority for a postpetition retainer of $100,000
to be provided by the Debtor's managing member, William Barkett,
plus, if the retainer is depleted, then up to $20,000 per month
for further incurred fees and costs.  The retainer was to be paid
to the firm by Sept. 29.

Mr. Barkett is not a creditor of the Debtor.  Margulies Firm also
has not represented Mr. Barkett.

Mr. Margulies, a shareholder of the law firm, attests that his
firm does not hold or represent any interest adverse to the
Debtor, the creditors or the bankruptcy estate.  The firm also is
a "disinterested person" as that term is defined in Sec. 101(14)
of the Bankruptcy Code.

Margulies Firm may be reached at:

         Craig G. Margulies
         THE MARGULIES LAW FIRM
         16030 Ventura Blvd., Suite 470
         Encino, CA 91436
         Tel: 818-705-2777
         Fax: 818-705-3777
         E-mail: cmargulies@margulies-law.com

Gilmore Wood may be reached at:

         Jennifer J. Panicker, Esq.
         David M. Gilmore, Esq.
         GILMORE WOOD VINNARD & MAGNESS
         10 River Park Pl E, Suite 240
         Fresno, CA 93720
         Tel: 559-448-9800
         Fax: 559-448-9899
         E-mail: jpanicker@gwvm.com
                 dgilmore@gwvm.com

                      About Castaic Partners

Castaic Partners LLC and affiliate Castaic Partners II filed
separate Chapter 11 petitions (Bankr. C.D. Calif. Case Nos.
12-36123 and 12-36116) in Los Angeles on July 30, 2012.  Castaic
Partners owns 847 acres of unimproved land by Tapia Canyon Road,
in Castaic, California.

Castaic Partners LLC disclosed assets of $29.5 million and
liabilities of $23.98 million in its petition.  The petition was
signed by William J. Barkett, managing member.

Castaic Partners I previously sought Chapter 11 protection in
October 2010 (Bankr. C.D. Calif. Case No. 10-53956).  At that
time, the Debtor said the property was worth $29.5 million.

The Debtors are represented in the 2012 case by The Margulies Law
Firm APLC of Encino, California.

Judge Julia W. Brand presides over the case.  She took over from
Judge Ernest M. Robles.


CEMEX FINANCE: Fitch Rates Proposed Senior Secured Notes 'B+'
-------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR3' rating to CEMEX Finance
LLC's proposed senior secured high yield note issuance. The notes
will be guaranteed by CEMEX S.A.B. de C.V.'s (CEMEX); CEMEX
Mexico, S.A. de C.V.; CEMEX Espana, S.A.; CEMEX Research Group AG;
CEMEX Shipping B.V.; CEMEX Asia B.V.; CEMEX Egyptian Investments
B.V.; CEMEX UK; CEMEX France Gestion; and CEMEX Corp. as primary
guarantors. CEMEX Concretos, S.A. de C.V.; Empresas Tolteca de
Mexico, S.A. de C.V.; and New Sunward Holding B.V. are additional
guarantors.  The guarantees are full and unconditional for both
principal and interest payment.  Proceeds from the issuance will
be used to repay debt under the Facilities Agreement.

The Rating Outlook is Stable.

The notes will be secured with a first priority interest over a
collateral package consisting of substantially all of the shares
of CEMEX Mexico, S.A. de C.V.; Centro Distribuidor de Cemento,
S.A. de C.V.; Mexcement Holdings, S.A. de C.V.; Corporacion Gouda,
S.A. de C.V.; CEMEX Trademarks Holding Ltd.; and New Sunward
Holding B.V. The notes are also expected to be secured with a
first priority security interest in the shares of CEMEX Espana,
S.A.

The 'B' ratings of CEMEX and its subsidiaries reflect the
company's high leverage and limited free cash flow prospects
through 2014.  CEMEX had USD17.629 billion of total debt and
USD611 million of cash and marketable securities as of June 30,
2012.  For the LTM ended June 30, 2012, CEMEX generated USD2.418
billion of EBITDA, resulting in a total debt/EBITDA ratio of 7.3x
and a net debt/EBITDA ratio of 7.0x.  Cash flow from operations
was USD641 million during the LTM ended June 30, 2012, which is
slightly lower than for the comparable period of the prior year.

Fitch expects CEMEX's leverage to remain high through the end of
2014. Fitch projects that CEMEX will generate about USD2.450
billion of EBITDA in 2012, USD2.550 billion in 2013 and USD2.900
billion in 2014.  Free cash flow after capex and the payment of
coupons on the company's perpetual notes is projected by Fitch to
be negative USD150 million in 2012, neutral in 2013 and positive
USD500 million in 2014.  At these levels, absent asset sales,
CEMEX's leverage will continue to be elevated and the company will
need to focus on cost control and liability management.

A recovery of the company's U.S. operations is crucial to
generating free cash flow in excess of USD1 billion annually and
lowering leverage.  CEMEX generated USD2.339 billion of EBITDA
during 2011.  Its main markets were Mexico (USD1.2 billion),
Central and South America (USD513 million), the Mediterranean
(USD439 million) and Northern Europe (USD416 million).  Cemex's
U.S. operations were very weak in 2011, generating a negative
EBITDA of USD100 million.  This compares with pro forma estimated
U.S. EBITDA of USD2.6 billion during 2006 - estimated as though
Rinker were consolidated.

Cemex has a more manageable debt amortization schedule due to the
new Facilities Agreement that it closed on Sept. 17, 2012.  The
company has USD1.1 billion of debt maturing in 2013, USD1.7
billion in 2014 and USD1.4 billion in 2015.  The amortization
schedule then escalates, to USD3.1 billion in 2016, USD4.8 billion
in 2017 and USD2.7 billion in 2018.  Cemex's new Facilities
Agreement has springing maturities which could lead to about
USD7.4 billion falling due in 2014 if debt outside of this
agreement is not refinanced, extended or purchased prior to its
maturity date

The 'RR3' Recovery Rating (RR) on the company's capital market's
debt indicates above-average recovery prospects in the event of
default (anticipated to be in the range of 50% to 70%).  CEMEX and
its subsidiaries have issued debt instruments from Mexico, the
United States, the British Virgin Island, the Netherlands and
Spain.  The guarantors of these instruments are also domiciled in
various countries.  As a result of the complexity of the company's
capital structure and the various legal jurisdictions, Fitch does
not envision a bankruptcy scenario for CEMEX in the event of
additional financial distress, as creditors would most likely not
want to enter a process with such a high degree of uncertainty
regarding the outcome.  In Fitch's opinion, the most likely
scenario under additional stress would be a negotiated
restructuring of the debt subject to the Financing Agreement and
the company's additional capital markets debt.

In deriving a distressed enterprise valuation to determine the
recovery under this scenario, Fitch discounted the company's LTM
EBITDA to USD2 billion, a level that would barely cover operating
leases, interest expenses and maintenance capital expenditures.  A
20% decline in EBITDA to this level would most likely be driven by
a more marked deterioration of the eurozone, which would send the
U.S. into a double-dip recession, and have a negative impact on
Cemex's Mexican operations.  Currently, the strong performance of
CEMEX's Central, South America and Caribbean operations and the
gradual improvement of its U.S. operations have been able to
offset the negative cash flow trajectory of its Mediterranean
operations, comprised mainly of Egypt and Spain, as well as its
Northern European division.

In determining a projected recovery in the event of default, Fitch
applied a 6x distressed EBITDA multiple.  The low multiple
reflects the high leverage within the industry, which would hamper
a competitive bidding process.  It also reflects the fact that if
Europe would deteriorate to the point that the U.S. entered a
double-dip recession, the core operations of some potential
bidders would also be weak, limiting their ability to pursue the
purchase of CEMEX or some of its larger assets.

What Could Trigger a Rating Action

Positive Rating Actions: Key factors toward recovering the
company's capital structure and future upgrades will be the
recovery of the anemic U.S. economy and improved demand for
cement.  A stabilization of risks related to the eurozone would
also be positive in terms of improving the overall operating
environment of Cemex in Europe, and could contribute to a positive
rating action in the future.

Negative Rating Action: A number of factors could lead to a
negative rating action.  They include a downturn in the company's
businesses in Mexico and Central/South America, which have been
crucial to offset weakening of the company's Northern European
division and Mediterranean divisions.  Further weakening in Europe
or the U.S. would also have a material impact upon cash flow and
could lead to a ratings downgrade as well.

Fitch currently rates CEMEX Finance LLC and CEMEX as follows:

CEMEX Finance LLC

  -- Foreign and local currency Issuer Default Rating (IDR) 'B';
  -- Senior unsecured notes 'B+/RR3'.

CEMEX

  -- Foreign and local currency IDR 'B';
  -- Senior unsecured notes 'B+/RR3';
  -- National scale long-term rating 'BB-(mex)';
  -- National scale short-term rating 'B (mex)'.

In addition to the aforementioned ratings of CEMEX Finance LLC and
CEMEX, Fitch also maintains the 'B' foreign currency IDRs of the
following entities that CEMEX has used to issue debt, as well as
'B+/RR3' ratings of debt issued by them:

Cemex Espana S.A. (Cemex Espana)

  -- C5 Capital (SPV) Limited, a British Virgin Island restricted
     purpose company
  -- C8 Capital (SPV) Limited, a British Virgin Island restricted
     purpose company
  -- C10 Capital (SPV) Limited, a British Virgin Island restricted
     purpose company
  -- C-10 Euro Capital (SPV) Limited, a British Virgin Island
     restricted purpose company

CEMEX Finance Europe B.V., which is incorporated in The
Netherlands.

CEMEX Materials Corporation, a limited liability company
incorporated in the U.S.


CHIRAG LLC: Case Summary & 7 Unsecured Creditors
------------------------------------------------
Debtor: Chirag LLC
        dba Legecy Inns & Suite's
        2830 E 36th Street
        Joplin, MO 64804

Bankruptcy Case No.: 12-30817

Chapter 11 Petition Date: October 2, 2012

Court: United States Bankruptcy Court
       Western District of Missouri (Joplin)

Judge: Jerry W. Venters

Debtor's Counsel: Norman E. Rouse, Esq.
                  COLLINS, WEBSTER & ROUSE P.C.
                  5957 E. 20th Street
                  Joplin, MO 64801
                  Tel: (417) 782-2222
                  Fax: (417) 782-1003
                  E-mail: twelch@cwrcave.com

Scheduled Assets: $1,650,050

Scheduled Liabilities: $1,822,668

A copy of the Company's list of its seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/mowb12-30817.pdf

The petition was signed by Chirag Gandhi.


CLARE OAKS: Wants Add'l Accounting Tasks for CliftonLarsonAllen
----------------------------------------------------------------
Clare Oaks asks the U.S. Bankruptcy Court for the Northern
District of Illinois to amend the order authorizing the employment
of CliftonLarsonAllen LLP.

The Debtor request that the Court authorize CLA to provide the
additional services proposed in the supplemental engagement
letters and to authorize the Debtor to pay CLA up to an additional
$65,000 in connection with the services as invoices are presented
in respect of CLA's delivery and the Debtor's acceptance of each
component of work product, all compensation still remaining
subject to further Court review and order.

The Debtor states that since entry of the employment order, the
Debtor requires additional accounting services from CLA, namely:
(i) an audit of the Debtor's balance sheets as of June 30, 2011,
and June 30, 2012, and the related statements of activities and
changes in net assets and cash flows for the years then ended; and
(ii) assistance in preparing Medicaid and Medicare cost reports
for the fiscal year ended June 30, 2012.

According to the Debtor, it will compensate CLA on an hourly basis
and reimburse CLA for out of pocket expenses.  The names and
hourly rates of the CLA partners and employees who are expected to
work on the proposed new matters, are consistent with the rate
schedules in the original engagement letters, except (a) Debbie
Elsey's hourly rate is now $385 instead of $380; (b) the addition
of Ashley Ritter as a senior/audit senior; and (c) the range of
audit staff rates is now $125 to $175 instead of $130 to $175.

The hourly rates of these professionals are:

     Chad Kunze, partner                            $295
     Tim Richter, report review/ audit in-charge    $175
     Ashley Ritter, senior/ audit senior            $160
     Debbie Elsey, technical review                 $385
     Chris Piche, quality review                    $385
     Various Audit Staff                        $125 to $175
     Client Service Assistants                   $80 to $105

CLA provided fee estimates in the supplemental engagement letters
for the additional accounting services to be provided, which total
$65,000: (a) $5,000 ($2,500 per report) to complete the Medicaid
and Medicare cost reports for the fiscal year ended June 30,
2012, plus expenses; and (b) $60,000 ($30,000 per audit year) to
complete an audit of the Debtor's balance sheets as of June 30,
2011 and June 30, 2012 and related financial statements.

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.

The Debtor intends to sell its Clare Oaks Campus to ER Propco Co,
LLC aka Evergreen for $16,000,000, subject to higher and better
offers.

The Debtor's Plan provides that bondholders are settling aside
some cash that could pay as much as 2.7% on $1.9 million in
unsecured debt.  For a projected 45% recovery, bondholders will
receive $40 million in new second-lien bonds that will pay
interest only at 4% for 15 years.  The Plan is scheduled for
confirmation on Oct. 25, 2012.

The report notes that emergence from Chapter 11 will be financed
by a $12 million first-lien secured loan provided by some of the
bondholders.


CLEARWIRE CORP: Inks Underwriting Pact Timer Warner Affiliates
--------------------------------------------------------------
Clearwire Corporation entered into an underwriting agreement with
selling stockholders Credit Suisse Securities (USA) LLC, TWC
Wireless Holdings I LLC, TWC Wireless Holdings II LLC and TWC
Wireless Holdings III LLC.

On Oct. 3, 2012, under the terms and subject to the conditions
contained in the Underwriting Agreement, the Selling Stockholders
sold to the Underwriter all of the Selling Stockholders'
46,404,782 shares of the Company's Class A Common Stock, $0.0001
par value per share.  The Underwriting Agreement contains
customary representations, warranties and covenants and includes
the terms and conditions for the sale of the Class A Common Stock
by the Selling Stockholders to the Underwriter, indemnification
and contribution obligations and other terms and conditions
customary in agreements of this type.

The Selling Stockholders are wholly-owned subsidiaries of Time
Warner Cable Inc. and Time Warner Cable LLC.  On Sept. 13, 2012,
the Selling Stockholders exchanged their aggregate 46,404,782
shares of the Company's Class B Common Stock, $0.0001 par value
per share, together with the related Clearwire Communications LLC
Class B Common Units, into an equal number of shares of the
Company's Class A Common Stock.  Following the sale by the Selling
Stockholders of the Class A Common Stock, the Selling Stockholders
do not own any shares of the Company's Class A Common Stock or
Class B Common Stock, nor do they own any Class B Common Units.

The Company will not receive any proceeds from the sale of its
Class A Common Stock by the Selling Stockholders.

Prior to the sale by the Selling Stockholders of their Class A
Common Stock, affiliates of Comcast Corporation, affiliates of
Time Warner Cable Inc. and affiliates of Bright House Networks,
LLC, had the right as a group to nominate two directors of
Clearwire and the Strategic Investor Group with Intel had the
right as a group to nominate one director of Clearwire to pursuant
to the Equityholders' Agreement, dated Nov. 28, 2008, and amended
on Dec. 8, 2010, among Clearwire and certain of the Company's
stockholders.

Following the sale by the Selling Stockholders of their Class A
Common Stock, the Strategic Investor Group has the right as a
group to nominate one director of Clearwire pursuant to the
Equityholders' Agreement.  At this time, the Company does not
expect to enact any changes to the composition of the Company's
Board of Directors or any of its committees.

As of Oct. 2, 2012, the number of shares of Class A Common Stock
outstanding was 682,759,360 and the number of shares of Class B
Common Stock outstanding was 782,207,122.

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at June 30, 2012, showed $8.43 billion
in total assets, $5.65 billion in total liabilities, and
$2.78 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

The ratings on Clearwire continue to reflect its "highly
leveraged" financial risk profile based on its high debt burden
and "weak" liquidity (both terms as defined in S&P's criteria).
"The ratings also reflect our view that Clearwire has a vulnerable
business position as a developmental-stage company with
significant competition from better capitalized wireless carriers,
including AT&T Mobility and Verizon Wireless, which are deploying
their own 4G wireless services," S&P said in January 2012.

"We believe that the company would likely run out of cash in the
late 2012 to early 2013 time frame absent significant asset sales,
since we view the terms in the December 2011 wholesale agreement
with Sprint Nextel as unfavorable in the near term and will likely
constrain cash inflows in 2012 to 2013.  We have not assumed
spectrum sales in our liquidity assessment because of the
uncertainty involved in finding a buyer, as well as timing.
However, if the company could secure sufficient funding for
operations through 2013, we could raise the ratings," S&P also
stated.


CLEARWIRE CORP: Sprint Nextel Owns 50.8% of Class A Shares
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sprint Nextel Corporation and its affiliates
disclosed that as of Oct. 3, 2012, they beneficially own
705,359,348 shares of Class A Common Stock of Clearwire
Corporation representing 50.8% of the shares outstanding.
Sprint Nextel previously reported beneficial ownership 54.3% of
Class A shares as of Aug. 29, 2012.  A copy of the amended filing
is available for free at http://is.gd/vD4sYP

                   About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at June 30, 2012, showed $8.43 billion
in total assets, $5.65 billion in total liabilities, and
$2.78 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

The ratings on Clearwire continue to reflect its "highly
leveraged" financial risk profile based on its high debt burden
and "weak" liquidity (both terms as defined in S&P's criteria).
"The ratings also reflect our view that Clearwire has a vulnerable
business position as a developmental-stage company with
significant competition from better capitalized wireless carriers,
including AT&T Mobility and Verizon Wireless, which are deploying
their own 4G wireless services," S&P said in January 2012.

"We believe that the company would likely run out of cash in the
late 2012 to early 2013 time frame absent significant asset sales,
since we view the terms in the December 2011 wholesale agreement
with Sprint Nextel as unfavorable in the near term and will likely
constrain cash inflows in 2012 to 2013.  We have not assumed
spectrum sales in our liquidity assessment because of the
uncertainty involved in finding a buyer, as well as timing.
However, if the company could secure sufficient funding for
operations through 2013, we could raise the ratings," S&P also
stated.


CLINICA REAL: Taps Mahaffy Law Firm as Litigation Counsel
---------------------------------------------------------
Clinica Real, LLC, asks the Bankruptcy Court for authority to
employ Steven C. Mahaffy, Esq., and the Mahaffy Law Firm, P.C., as
special counsel to represent it in the following Cases pending in
the Superior Court of Maricopa County, State of Arizona: State
Farm v. Stone, et al. CV 2007-003838; Clinica Real LLC v. Liberty
Mutual et al., CV 2011-092909; and Clinica Real LLC v. Smith et
al., CV2011-094757 and the contemplated Adversary Proceeding as
needed.  The principal of the Debtor, Keith M. Stone, is a co-
party with Debtor in the Cases.

The Mahaffy Law Firm has an account receivable owed to it by the
Debtor in the amount of $93,789.79 as of Aug. 31, 2012, arising
from its representation of the Debtor in the Cases.

To the best of its knowledge, information and belief
of the Debtor, the Mahaffy Law Firm does not hold any interest
adverse to the Debtor or to the estate with respect to the Cases
and the contemplated Adversary Proceeding.

The current rate for Attorneys is $250 per hour to $295 per hour
for a Senior Attorney.  Paralegals current rate is $60.00 to
$90.00 per hour.  Steven C. Mahaffy's fees are $295 per hour.

                        About Clinica Real

Clinica Real, LLC, dba Clinica Real Rehabilitation & Chiropractic,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20451) in
Phoenix, Arizona, on Sept. 13, 2012.  Clinica Real, doing business
as Clinica Real Rehabilitation & Chiropractic, disclosed $10.5
million in assets and $29.8 million in liabilities.

The Debtor has no real property.  Its largest asset is an
unliquidated claim against State Farm Mutual Automobile Insurance
Co. and State Farm Fire & Casualty Co., which the Debtor valued at
$9.75 million.  Most of the claims against the Debtor are
unsecured.  State Farm has an unsecured claim of $29 million,
which the Debtor says is disputed.

Judge Sarah Sharer Curley presides over the case.  Mark J. Giunta,
Esq., serves as the Debtor's counsel.  The petition was signed by
Keith M. Stone, member.


CNO FINANCIAL: Fitch Assigns Rating on $725-Mil. Facility at 'BB'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to CNO Financial Group,
Inc.'s (CNO Financial) recently closed $725 million senior secured
credit facility.

The newly rated credit facility is part of the holding company
recapitalization plan that CNO Financial announced on Sept. 4,
2012.  The size of the credit facility and certain other
securities in the recapitalization plan has increased since the
original plan was announced.  Fitch estimates the financial
leverage ratio under the new plan will increase to approximately
22% on a pro forma basis from 16.7% at June 30, 2012.

The credit facility consists of a $250 million four-year term loan
facility, a $425 million six-year term loan facility, and a $50
million three-year unfunded revolving loan.  Covenants are similar
to those in the previous bank facility except certain terms and
minimum covenant levels have been changed to reflect the evolution
of the company's financial profile.

Key rating triggers that could lead to an upgrade include:

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

Key rating triggers that could lead to a downgrade include:

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

Fitch has assigned the following ratings:

CNO Financial Group, Inc.

  -- $725 million senior secured credit facility rated 'BB'.


CONTEC HOLDINGS: Confirms Prepackaged Plan in Five Weeks
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that among the five confirmed Chapter 11 plans reported
Oct. 5.  Contec Holdings Ltd. completed reorganization the most
quickly.  Acquired in 2008 by Bain Capital Partners LLC in a
$525 million transaction, Contec secured a confirmation order five
weeks and one day after the Chapter 11 filing.  Contec began its
prepackaged bankruptcy reorganization on Aug. 30.  The U.S.
Bankruptcy Court in Delaware entered a confirmation order Oct. 4
approving the Chapter 11 plan.

The plan swaps $201 million in senior secured debt for 80% of the
new equity and $27.5 million in new second-lien notes.  The plan
was accepted by the required percentages of affected creditors
before the Chapter 11 filing.  Unsecured trade suppliers are being
paid in full.

                       About Contec Holdings

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

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

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

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


CONEX INT'L: Forced Bankruptcy Suit Lacks Facts, Creditors Say
--------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that Wells Fargo Bank
NA, Bank of Montreal and Prudential Insurance Co. of America
pressed a Texas federal judge Monday to toss Conex International
LLC's suit alleging they pushed it into bankruptcy, arguing the
contractor had not presented enough facts to support its
allegations.

According to Bankruptcy Law360, Conex International is accusing
creditors Wells Fargo, BMO and Prudential of orchestrating an
elaborate plot to get repayment on a $150 million loan by forcing
Conex, which services the refining and petrochemical industries,
into involuntary bankruptcy.

On Feb. 20, 2011, Wells Fargo, Bank of Montreal, and The
Prudential Insurance Company of America, commenced an involuntary
Chapter 7 bankruptcy case against Conex Holdings, LLC, and an
involuntary Chapter 11 bankruptcy cases against Conex
International, LLC (Bankr. D. Del. Case No. 11-10503) and
Advantage Blasting & Coating, LLC (Bankr. D. Del. Case No. 11-
10502).


DAFFY'S INC: Landlords Object to Plan, Lease Assignment
-------------------------------------------------------
FC Hanson Associates LLC and FC Queens Place Associates LLC --
so-called Forest City Landlords -- filed objections to the
bankruptcy-exit plan Daffy's Inc. along with its petition; and the
Debtor's proposed assumption and assignment of the Forest City
Landlords leases.

Forest City Ratner Companies currently operates 32 properties in
the New York metropolitan area, including office, retail and
residential properties.  FC Hanson Associates and FC Queens Place
Associates are affiliates of Forest City Ratner.

FC Hanson Associates is the owner of a shopping center located at
Atlantic Terminal in Brooklyn.  FC Hanson Associates leases
certain retail space to the Debtor pursuant to a December 2001
lease.  FC Queens owns the Queens Place Shopping Center in
Elmhurst, New York.  FC Queens leases certain retail space to the
Debtor under a June 2001 lease.

A week after filing for bankruptcy, Daffy's obtained approval of
its motion to assume an Asset Purchase, Assignment, and Support
Agreement with Jericho Acquisitions; Assumption, Assignment, and
Sale of Unexpired Lease to Purchaser; Entry Into Assignment
Agreement; and Payment of Purchaser Transaction Expenses.  The
purchase agreement with Jericho is incorporated into the
bankruptcy plan, which was filed together with the petition.

Jericho is an affiliate of JEMB Realty Corporation, a real estate
development, investment and management organization.

The Forest City Landlords said Daffy's plan cannot be confirmed
because it seeks an extension of the time to assume, assume and
assign, or reject real property leases to a date significantly
after the plan has been confirmed, in violation of Sec. 365(d)(4)
of the Bankruptcy Code, and thereby Sections 1123 and 1129 of the
Bankruptcy Code.  The Landlords call the proposed assumption and
assignment of the Atlantic Terminal and Queens Place leases to
Jericho Acquisitions an impermissible "end around" of the
Landlords' so-called recapture right under the leases, all
intended to deprive them of their contractual rights to benefit
equity holders and a third party-investor.

The Forest City Landlords also noted that JEMB has entered into a
joint venture agreement with Aurora Capital Investments to market
and dispose of the majority of the real property leaes, including
the premises subject to the Atlantic Terminal and Queens Place
leases.

"By the very nature of its business as an investment company,
Jericho Acquisitions is not intending, and, indeed may simply not
be capable of, complying with the retail use requirements of the
Leases," the Landlords said in court filings filed in September.

The Court will take up the Debtor's plan at a hearing for Oct. 16.

The Forest City Landlords are represented by:

          Michael J. Canning, Esq.
          Rosa J. Evergreen, Esq.
          ARNOLD & PORTER LLP
          399 Park Avenue
          New York, NY 10022-4690
          Telephone: 212-715-1000
          Facsimile: 212-715-1399

                        About Daffy's Inc.

Secaucus, New Jersey-based Daffy's Inc., a 19-store chain, off-
price retailer of designer fashions for women, men, children, and
the home, located in the New York metropolitan area and
Philadelphia, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-13312) on Aug. 1, 2012, with a plan to shutter the
business and pay off creditors in full.  A copy of the Plan is
available at:

     http://bankrupt.com/misc/Daffys_Chapter_11_Plan.pdf

The Debtor has an Asset Purchase, Assignment and Support
Agreement, dated as July 18, 2012, with Marcia Wilson, The Wilson
2003 Family Trust, and Jericho Acquisitions I LLC, pursuant to
which the Debtor's leasehold interests will be sold to Jericho
Acquisitions I LLC through the Plan.

The Debtor has hired Gordon Brothers Retail Partners, LLC and
Hilco Merchant Resources LLC to liquidate the Debtor's inventory.

The Debtor estimates that the proceeds received from the
liquidation of its inventory and the sale of its leasehold
interests will exceed at least $60 million to satisfy
approximately $37 million in claims.  Cost of administering the
chapter 11 case will not exceed approximately $5 million (after
certain expenses are reimbursed pursuant to the Purchase
Agreement).  Accordingly, the Debtor believes that the disposition
of the Debtor's principal assets will generate more than
sufficient cash to pay all holders of Allowed Claims (as such term
is defined in the Plan) in full, with interest, thus rendering all
classes under the Plan unimpaired.

The Debtor has filed its schedules, disclosing $51,106,469 in
total assets and $36,646,856 in total liabilities.

Bankruptcy Judge Martin Glenn presides over the case.  The Debtor
is represented by Andrea Bernstein, Esq., and Debra A. Dandeneau,
Esq., at Weil, Gotshal & Manges LLP as counsel.  Donlin, Recano &
Company, Inc., serves as claims and notice agent.

The Debtor's case is being funded by a $10 million postpetition
financing with Vim-3, L.L.C., Vimwilco, L.P., and Marcia Wilson,
as successor to Vim Associates, as guarantors; and Wells Fargo,
National Association, as DIP lender.  The DIP loan consists of
$2.5 million in new money loans available on a revolving basis;
and the roll up of $6.2 million of existing prepetition debt.

Counsel for the DIP Lender are:

          Donald E. Rothman, Esq.
          RIEMER & BRAUNSTEIN LLP
          Three Center Plaza
          Boston, MA 02108
          Fax: (617) 692-3556, and
          E-mail: drothman@riemerlaw.com

               - and -

          Nathan C. Pagett, Esq.
          RIEMER & BRAUNSTEIN LLP
          Seven Times Square, Suite 2506
          New York, NY 10036
          Fax: (617) 692-3489
          E-mail: npagett@riemerlaw.com

Gordon Brothers and Hilco Merchant Resources are represented by
Curtis, Mallet-Prevost, Colt & Mosle LLP

Jericho Acquisition is represented by Brad Eric Scheler, Esq., at
Fried, Frank, Harris, Shriver & Jacobson LLP.

Marcia Wilson is represented by Dana B. Cobb, Esq., at Beattie
Padovano, LLC.


DAFFY'S INC: Hiring Donlin Recano as Administrative Agent
---------------------------------------------------------
The Bankruptcy Court will hold a hearing Oct. 9 on the request of
Daffy's Inc. to employ Donlin, Recano & Company, Inc. as
Administrative Agent for the Debtor nunc pro tunc to the petition
date.

On Aug. 2, Daffy's won permission to hire Donlin as claims and
noticing agent.  Prior to the petition date, the Debtor paid
Donlin Recano a $30,000 retainer.

An official creditors' committee has not been appointed in the
case.  In August, the Court waived the requirement that the Debtor
file a List of Creditors and the requirement that a meeting of
creditors be held.

The Court set Sept. 13 as the deadline for filing proofs of
prepetition and Section 503(b)(9) claims.  Oct. 30 is the deadline
for filing administrative expense claims.  Government entities
have until Jan. 28 next year to file proofs of claim.

                        About Daffy's Inc.

Secaucus, New Jersey-based Daffy's Inc., a 19-store chain, off-
price retailer of designer fashions for women, men, children, and
the home, located in the New York metropolitan area and
Philadelphia, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-13312) on Aug. 1, 2012, with a plan to shutter the
business and pay off creditors in full.  A copy of the Plan is
available at:

     http://bankrupt.com/misc/Daffys_Chapter_11_Plan.pdf

The Debtor has an Asset Purchase, Assignment and Support
Agreement, dated as July 18, 2012, with Marcia Wilson, The Wilson
2003 Family Trust, and Jericho Acquisitions I LLC, pursuant to
which the Debtor's leasehold interests will be sold to Jericho
Acquisitions I LLC through the Plan.

The Debtor has hired Gordon Brothers Retail Partners, LLC and
Hilco Merchant Resources LLC to liquidate the Debtor's inventory.

The Debtor estimates that the proceeds received from the
liquidation of its inventory and the sale of its leasehold
interests will exceed at least $60 million to satisfy
approximately $37 million in claims.  Cost of administering the
chapter 11 case will not exceed approximately $5 million (after
certain expenses are reimbursed pursuant to the Purchase
Agreement).  Accordingly, the Debtor believes that the disposition
of the Debtor's principal assets will generate more than
sufficient cash to pay all holders of Allowed Claims (as such term
is defined in the Plan) in full, with interest, thus rendering all
classes under the Plan unimpaired.

The Debtor has filed its schedules, disclosing $51,106,469 in
total assets and $36,646,856 in total liabilities.

Bankruptcy Judge Martin Glenn presides over the case.  The Debtor
is represented by Andrea Bernstein, Esq., and Debra A. Dandeneau,
Esq., at Weil, Gotshal & Manges LLP as counsel.  Donlin, Recano &
Company, Inc., serves as claims and notice agent.

The Debtor's case is being funded by a $10 million postpetition
financing with Vim-3, L.L.C., Vimwilco, L.P., and Marcia Wilson,
as successor to Vim Associates, as guarantors; and Wells Fargo,
National Association, as DIP lender.  The DIP loan consists of
$2.5 million in new money loans available on a revolving basis;
and the roll up of $6.2 million of existing prepetition debt.

Counsel for the DIP Lender are Donald E. Rothman, Esq., and
Nathan C. Pagett, Esq., at Riemer & Braunstein LLP.

Gordon Brothers and Hilco Merchant Resources are represented by
Curtis, Mallet-Prevost, Colt & Mosle LLP

Jericho Acquisition is represented by Brad Eric Scheler, Esq., at
Fried, Frank, Harris, Shriver & Jacobson LLP.

Marcia Wilson is represented by Dana B. Cobb, Esq., at Beattie
Padovano, LLC.


DEMCO INC: Can Use Cash Collateral Through Oct. 18
--------------------------------------------------
Demco Inc. obtained a Court order granting it 17 more days to use
cash collateral in which First Niagara Bank and Stephen L. Apple
and Apple Rubber Products Inc. have or claim liens or security
interests.

Pursuant to the order, Demco will not use cash collateral or
otherwise modify the rights of Chartis Claims, Inc., as agent for
the Debtor's surety companies, in certain accounts receivables
related to contracts previously bonded by the Debtor's Surety
Companies.

The Surety Companies are Insurance Companies of the State of
Pennsylvania, New Hampshire Insurance Companies, AIG Commercial
Insurance Company of Canada, and any other subsidiary of American
International Group Inc. or Chartis Insurance Company Inc.

On Sept. 19, the Court granted Demco permission to use cash
collateral through Oct. 1.  At another hearing on Oct. 1, the
Bankruptcy Court in Buffalo, New York, issued a further cash
collateral order.

Demco has also filed a 45-day (through Nov. 10) cash flow/budget
analysis.  Demco expects to end the period with $145,106 in cash.

The Interim Cash Collateral Order grants the Secured Creditors
"rollover" replacement liens in the Debtor's postpetition assets.

The Order also provides that funds related to bonded contracts,
including but not limited to funds on the Turner Construction
Company/Yankee Stadium Demolition contract, are preserved and not
to be utilized by the Debtor.

The Court will hold another hearing Oct. 17 on the use of cash
collateral.

Demco late in August was given Court permission to employ
Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown, LLP as
general counsel.  The firm's hourly rates are:

         Daniel F. Brown, Esq., Partner       $300 per hour
         Royston Mendonza, Esq., Associate    $195 per hour
         Melissa A. Brennan, Paralegal        $125 per hour

As of the Debtor's petition date, Andreozzi Bluestein held a net
retainer of $57,216.50.

Daniel F. Brown, Esq., said Andreozzi Bluestein has no connection
with the Debtor, with any creditor or with any other party-in-
interest, or with any attorneys and is a disinterested person,
within the meaning of 11 U.S.C. Section 101(14).

On Sept. 7, Demco delivered to the Court its schedules of assets
and liabilities, disclosing $13,766,447 in total assets, which
include $9,350,000 in trade receivables and $3,152,000 in
machinery, fixtures, equipment, and supplies used in business.
The Debtor said liabilities total $37,238,895.

According to the schedules, the liabilities include obligations
owed to Chartis Insurance Company, Inc., in the amount of
$9,388,329 and secured by all receivables from bonded jobs.  The
Debtor also has secured debts owed to First Niagara Bank in the
amount of $2,179,387 and $5,998,821, both secured by the Debtor's
property; and $7,760 owed to First Niagara Bank and secured by a
2007 Lincoln Navigator.  The Debtor also has $18,399,320 in
unsecured non-priority obligations, including trade debt.

                         About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D. N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represent the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts at $10 million to $50 million.  The petition was signed
by Michael J. Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.


DEMCO INC: Sec. 341 Creditors' Meeting Adjourned to Nov. 16
-----------------------------------------------------------
The U.S. Trustee for Region 2 in Brooklyn adjourned the Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Demco Inc. to Nov. 16, 2012, at 10:00 a.m. at Buffalo UST -
Olympic Towers.

The U.S. Trustee, Tracy Hope Davis, first held the Sec. 341
meeting on Sept. 14.

Meanwhile, the Official Committee of Unsecured Creditors appointed
in the Debtor's case has lost a member.  LVI Services Inc. is no
longer part of the three-member panel.  According to a Sept. 17
notice by U.S. Trustee, Tracy Hope Davis, the Reconstituted
Committee consists of:

          CTC Demolition Co., Inc.
          10 Strassberg Street
          Trenton, NY 08690
          Attn: Jerome Farley
          Telephone (609) 610-5844

               - and -

          Cambria Contracting, Inc.
          5105 Lockport Road
          Lockport, NY 14094
          Attn: David Wendt
          Telephone (716) 625-6690

CTC Demolition and Cambria Contracting were original panel
members.

                         About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D. N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represent the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts at $10 million to $50 million.  The petition was signed
by Michael J. Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.


DEWEY & LEBOEUF: Withdraws $165,000 Executive Bonus Plan
--------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that ending a battle
before it began, Dewey & LeBoeuf LLP quietly withdrew a plan
Tuesday to pay its finance director a $165,000 bonus that had
rankled former partners and the U.S. trustee and had promised to
be a point of contention at a Thursday hearing.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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


EASTGATE TOWER: Hotel Changes Owners in Confirmed Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Eastgate Hotel on East 39th Street in Manhattan
went in and out of Chapter 11 in less than seven weeks.  The
hotel's owner filed a Chapter 11 petition on Aug. 17 in Manhattan
and simultaneously submitted a reorganization plan turning
ownership over to secured lenders, who had already given their
approval.

According to the report, the so-called prepackaged plan allowed
the bankruptcy judge to hold one pivotal hearing, to approve
disclosure materials and sign a confirmation order approving the
plan.  The judge signed the order on Oct. 3.  The non-
controversial nature of the case was demonstrated by the presence
of only 39 docket entries before the judge signed the confirmation
order.

The Bloomberg report discloses that the $69 million mortgage had
been acquired by Atlas Capital Group LLC and Rockpoint Group.  The
plan gives them ownership in exchange for the debt.  Unsecured
creditors owed $154,000 are to be paid in full.  The current
owners will be entitled to receive some of the hotel's profits in
future years if conditions are met.  The petition listed assets of
$64.3 million and debt totaling $69.2 million.  A planned
renovation of the hotel wasn't completed.  The mortgage went into
default in July 2011 and matured in December.  No debt service had
been paid on the mortgage since last year.

                       About Eastgate Tower

Eastgate Tower Hotel Associates, L.P., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-13539) on Aug. 17, 2012, with a
prepackaged plan of reorganization.  Judge Shelley C. Chapman
oversees the case.  Lloyd A. Palans, Esq., at Bryan Cave LLP, in
New York, serves as counsel to the Debtor.

The Debtor owns property at 222 East 39th Street commonly known as
the Eastgate Hotel.  In its petition, the Debtor listed $50
million to $100 million in both assets and debts.  A preliminary
appraisal pegs the value of the Mortgaged Property at $62,000,000.

The Debtor owes $69.02 million in mortgage loans.  The Debtor
defaulted on the mortgage loans in December 2011.  In
April 2012, Atlas Capital Group LLC and Rockpoint Group, owner
of membership interests of the mortgage lender, proposed a
prepackaged consensual Chapter 11 plan of liquidation.

Under the Prepack Plan submitted by the Debtor, Hotel Debt
(Eastgate), LLC, the mortgage lender, would have an 89.82%
recovery.  Unsecured creditors owed a total of $154,000 would
recover 100% and are unimpaired.

The mortgage lender has agreed to reduce the claim to $50 million
and will accept title to the Debtor's property in full
satisfaction of its claims.  The Debtor will retain cash necessary
to pay off administrative claims and unsecured claims.  Peninsula
Real Estate Fund (owner of 99% limited partnership interest) and
Eastgate Hotel Associates GP, LLC (owner of 1%) would have their
interest cancelled.  Peninsula though will retain "profits
participation rights" upon confirmation of the Plan.

On Aug. 21, 2012, the Bankruptcy Court approved a plan support
agreement under which the hotel's lender promised to cover the
expenses that Eastgate Tower can't pay during its Chapter 11 case.

Hotel Debt (Eastgate), LLC, is represented by John H. Bae, Esq.,
and Denise J. Penn, Esq., at Greenberg Traurig, LLP.

Counsel to the Limited Partner are Patrick J. Dooley, Esq., and
Lisa Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP.


EME HOMER: 76% of Holders OK Chap. 11 Reorganization of Fundco
--------------------------------------------------------------
General Electric Capital Corporation, EFS-N Inc., Homer City
Generation, L.P., and the Metropolitan Life Insurance Company
entered in to a Plan Support Agreement with certain holders of the
bonds holding approximately 76% of the outstanding principal
amount of the bonds issued under the Indenture, dated as of
Dec. 7, 2001, between Homer City Funding LLC, and The Bank of New
York, as successor trustee.  Fundco is in the process of entering
into the PSA.

Under the PSA, the parties thereto commit to support and implement
a reorganization and restructuring of Fundco and its obligations
through a solicitation of votes on a prepackaged plan of
reorganization under chapter 11 of title 11 of the United States
Code in accordance with the terms set forth in therein.  Among
other things, the PSA requires Fundco to undertake a solicitation
and commence a Chapter 11 case, the Consenting Holders thereunder
to vote all claims represented by the Existing Bonds in favor of
the Plan, and the parties thereto to use commercially reasonable
efforts in furtherance of obtaining confirmation of the Plan and
consummating the transactions contemplated thereunder.  In
addition, the PSA requires the applicable parties to forbear from
exercising remedies under the existing operative documents during
the term of the PSA.  The PSA contains certain milestone events
that must be achieved by dates specified therein, which events
include the commencement of Fundco's chapter 11 case, the
confirmation of the Plan, and the occurrence of the effective date
of the Plan.  The Plan, related disclosure statement, and the form
of notes and security documentation for the New Secured Bonds are
among the material exhibits to the PSA.

The Plan provides that, on or before the Effective Date, a series
of restructuring transactions, including the closing of the MTA,
will occur, which transactions will eliminate the existing
organizational and contractual structure associated with the
Facility and simplify the capital structure associated with the
Facility.  Other transactions to be effected under the confirmed
Plan include the issuance by the Assignee of new secured bonds in
exchange for the Existing Bonds and the Assignee's entry into a
new revolving credit facility in an amount up to $75 million and
an agreement with a third-party operator for the operation and
maintenance of the Facility.

The New Secured Bonds will have the same maturity and cash
interest rate as the Existing Bonds and be secured by all assets
of Assignee, the previously disclosed engineering, procurement,
and construction agreement between a wholly owned subsidiary of
GECC and Kiewit Power Constructors Co. related to the construction
of certain emissions control equipment for units 1 and 2 of the
Facility, and the work completed thereunder.  Certain other
material terms of the New Secured Bonds, some of which were
previously disclosed, include the following:

   (i) at Fundco's option, interest payments on the New Notes from
       and including Oct. 1, 2012, to and including April 1, 2014,
       would be made on a payment-in-kind basis at 50 basis points
       above the existing cash interest rate, which rate will
       increase an additional 50 basis points if substantial
       completion of the Project is delayed under certain
       circumstances beyond Nov. 29, 2014;

  (ii) amortization payments would be due and payable in semi-
       annual installment payments on each interest payment date,
       commencing on Oct. 1, 2014;

(iii) the New Secured Bonds would be voluntarily callable at any
       time by the Surviving Owner Lessor at 115.0% of par from
       the date of issuance through Aug. 1, 2013, 107.5% of par
       from Aug. 2, 2013 through Aug. 1, 2014, 103.5% of par from
       Aug. 2, 2014, through Aug. 1, 2015, and 100.0% of par
       thereafter, provided that, notwithstanding the foregoing,
       if the EPC Agreement is amended or modified to delay the
       guaranteed substantial completion date for both units 1 and
       2 at the Facility beyond Aug. 31, 2014, or substantial
       completion does not occur for both units 1 and 2 at the
       Facility as a result of the termination of the EPC
       Agreement by Kiewit, the redemption price for the New
       Secured Bonds will not be less than 107.5% for any period
       prior to substantial completion; and provided further that
       after any Delay Amendment, on and after the date that
       substantial completion for both units 1 and 2 at the
       Facility has occurred, the redemption price will be as set
       forth above.

Additionally, a payment default under the EPC Agreement the
termination of the EPC Agreement or delivery of a notice of
termination of the EPC Agreement, in either case, at any time when
less than $325 million has been paid by the GE Contract Obligor
towards the Project will be an event of default under the New
Secured Bonds, except in certain circumstances where such
termination is the result of a change in environmental laws and
the Facility is capable of being in material compliance with such
laws while operating at a monthly average availability factor of
80%.

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

                        http://is.gd/wNze2B

                          About Homer City

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

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

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

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

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

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

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


ENTERTAINMENT PROPERTIES: S&P Rates New $75MM Preferred Shares 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Entertainment Properties Trust's proposed $75 million series F
cumulative preferred shares.

The company intends to use proceeds from the offering, in addition
to cash on hand if necessary, to redeem all of its 7.375% series D
preferred shares that have a liquidation preference of
approximately $116 million.

"The series F preferred shares will rank junior to all existing
and future debt and are callable by the company on or after
October 2017. We believe the dividend payment on the series F
preferred shares will be lower than the dividend payment on the
company's series D preferred shares being redeemed, which should
modestly strengthen its fixed-charge coverage," S&P said.

"Our ratings on Kansas City, Mo.-based Entertainment Properties
Trust reflect the company's 'significant' financial risk profile,
marked by modest but improving debt protection measures, and
'fair' business risk profile, characterized by a well-leased but
special-purpose portfolio of predominantly movie theatres and
charter schools. Our stable outlook on the company reflects our
expectation for steady portfolio cash flow supported by longer-
term, triple-net-leases and modest improvements in credit metrics
from external growth and potentially favorable debt refinancing
opportunities," S&P said.

Ratings improvement would be contingent on the company
successfully executing on its external growth and financing plan,
including the profitable adaptive reuse of vacated space and
maintenance of fixed-charge and dividend coverage comfortably
above 2.5x and 1.0x, respectively. Ratings improvement would also
be contingent on stable tenant-level rent coverage within the
company's core (theatre and charter school) and noncore
(additional entertainment and recreational concept) portfolios.

"A downgrade is less likely at this time, given our expectation
for improvement in debt protection measures. However, we would
consider lowering the ratings if box office sales significantly
falter, the credit profile of one of the company's largest tenants
significantly weakens, or the company increases debt levels such
that its fixed-charge coverage dips below 1.8x," S&P said.

RATINGS LIST

Entertainment Properties Trust
     Corporate credit               BB/Stable/--

Rating Assigned

Entertainment Properties Trust
     Series F preferred stock       B


FIBERTOWER CORP: Judge Clears to Auction Assets in November
-----------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that troubled
wireless company FiberTower Corp. got approval from a federal
judge to hold a bankruptcy auction Nov. 5 to sell its business,
which routes cell phone calls through its towers and claims to
hold a license for a massive chunk of wireless channel spectrum in
major cities.

As reported in the Oct. 3 edition of the TCR, FiberTower Corp. has
a contract to sell the business for $22.5 million to Bordercomm
Partners LP unless a better offer turns up at auction.

On Oct. 1, the bankruptcy judge signed a preliminary
injunction blocking the Federal Communications Commission from
terminating licenses.  The judge said he will file an opinion
within two weeks giving reasons in detail for the injunction.

                      About FiberTower Corp.

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

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

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

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

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

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

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

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

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


FIELD FAMILY: Hiring HREC as Real Estate Broker
-----------------------------------------------
Field Family Associates, LLC, asks the Bankruptcy Court for
authority to employ D&C Hospitality Investments d/b/a HREC
Investment Advisors as its real estate broker, nunc pro tunc to
Sept. 12, 2012.

Prior to the Petition Date, the Debtor has been engaged in the
process of marketing the Hotel for sale, for a price in excess of
its debt.  As of May 16, 2012, HREC has been acting as
FFA's agent/broker for purposes of selling the Hotel.

HREC has agreed to accept a 1.35% commission based on the sale
price in exchange for its real estate broker services.  HREC will
also require reimbursement of out of pocket costs and expenses
incurred in marketing the Hotel, which amount will not exceed
$15,000.

The Debtor believes that HREC is well-qualified to serve as its
real estate agent/broker for the marketing and sale of its Hotel
and that the retention of HREC is in the best interests of its
estate.

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Alleged Debtor owns and operates a 216-room hotel
located at 144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represents the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.


FIELD FAMILY: Hiring PKF O'Connor Davies as Accountants
-------------------------------------------------------
Field Family Associates, LLC, asks the Bankruptcy Court for
authority to employ PKF O'Connor Davies, a division of O'Connor
Davies, LLP, as its accountants to perform the general accounting,
audit, and tax preparation services, effective as of Sept. 12,
2012.

The Debtor believes that PKF does not represent or hold any
interest adverse to the Debtor or its estate.  PKF does not
represent or hold any interest adverse to the Debtor or its
estate.

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Alleged Debtor owns and operates a 216-room hotel
located at 144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represents the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.


FIELD FAMILY: Can Use Wells Fargo Cash Collateral Until Oct. 17
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has granted Field Family Associates, LLC, interim authorization to
use cash collateral of Wells Fargo Bank, N.A., as Trustee to the
Registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Trust 2007-CIBC18, Commercial Mortgage Pass-Through
Certificates, Series 2007-CIBC18, pursuant to the Approved Budget,
through and including the date of the Final Hearing.

As of July 2, 2012, Wells Fargo is owed $38,853,981, including
$30,930,650 in outstanding principal, under the prepetition loan.
The indebtedness is secured by a mortgage on the Hotel, as well as
an assignment of the rents and profits generated from the Hotel's
operation.

As adequate protection, Wells Fargo is granted postpetition
replacement liens in all property of the Debtor, with the
exception that the replacement liens will not include Avoidance
Action Claims held by the Debtor's estate.

The Debtor is also ordered to remit the sum of $571,464 which
represents the July 2012, August 2012 and September 2012 monthly
installment due to the Lender under the Loan Documents.

A further hearing to consider the request for approval of the use
of cash collateral on a final basis is scheduled for Oct. 17,
2012, at 1:30 p.m.

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represents the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.


FTLL ROBOVAULT: Sec. 341 Creditors' Meeting Set for Oct. 24
-----------------------------------------------------------
The U.S. Trustee in Miami, Florida, will hold a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341 in the Chapter 11 case of
FTLL RoboVault LLC, aka Robo Vault, on Oct. 24, 2012, at 11:00
a.m.  The deadline to file a complaint to determine
dischargeability of certain debts is Dec. 24, 2012.  Proofs of
claim are due by Jan. 22, 2013.

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Bankruptcy Judge Raymond B. Ray
presides over the case.  Lawrence B. Wrenn, Esq., serves as the
Debtor's counsel.

Developer Marvin Chaney signed Chapter 11 petitions for Robo Vault
and affiliate Off Broward Storage.  The companies own modern
storage warehouses in Fort Lauderdale.

The petition scheduled $18,665,069 in assets and $21,528,776 in
liabilities.


FTMI REAL ESTATE: Can Employ Nunheimer as Financial Consultant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
authorized FTMI Operator, LLC, to employ Mark Nunheimer as
financial services consultant to the Debtor, nunc pro tunc to the
Petition Date.

Mr. Nunheimer will provide these services:

  a. supervision of onsite bookkeeping/business office manager and
     advice on similar functions;

  b. maintenance of all operating budgets;

  c. tracking and review of accounts receivable;

  d. monitoring of payroll systems;

  e. tracking and review of all accounts payable;

  f. preparation of annual operating budgets;

  g. response to any requests for financial information by lender
     except services required to be performed by an independent
     auditing firm;

  h. coordination and preparation of annual income tax returns;

  i. coordination of annual audit for HUD;

  j. preparation of a monthly reporting package for owners that
     will include the following by the 24th of the month: Balance
     Sheet, Income Statement, Budget verse Actual Income
     Statement, Accounts Receivable, Rent Roll and Cash
     Accounts;

  k. tracking of all prepaid expenses; and

  l. advice to owners on internal control procedures.

To the best of the Debtor's knowledge, the consultant does not
have any connection with the creditors or other parties in
interest or their respective attorneys aside from creditor MMR
Associates Lauderhill, the Management Company with whom
Mr. Nunheimer is affiliated.  Mr. Nunheimer does not represent any
interest adverse to the Debtor.

For his services as consultant to the Debtor, Mr. Nunheimer will
be paid $4,000 per month.

                       About FTMI Real Estate

FTMI Real Estate, LLC and FTMI Operator, LLC sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort
Lauderdale on Aug. 10, 2012.

FTMI Operator, which operates a health care business The Lenox on
The Lake, disclosed just $112,000 in assets and $31.98 million in
liabilities.  The LENOX -- http://www.thelenox.com-- is South
Florida's, newest state-of-the-art Assisted Living and Memory Care
community, which has a serene lakeside setting and wonderful
waterfront vistas.

FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec.
101(51B), scheduled $19.64 million in assets and $28.93 million
in liabilities.  The Debtor owns The Lenox on The Lake facilities
at 6700 Commercial Boulevard, in Lauderhill, Florida valued at
$13 million.  The Secretary of Housing Urban Development has a
$25.87 million claim secured by the property.

Thomas L. Abrams, Esq., Esq., at Gamberg & Abrams, in Ft.
Lauderdale, Fla., represents the Debtors as counsel.


HARDAGE HOTELS: Exclusive Plan Filing Period Extended to Oct. 18
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
entered an order extending Hardage Hotels I, LLC's exclusive
period to file a Chapter 11 plan of reorganization and to solicit
votes on the Plan through and including Oct. 18, 2012, and Dec. 3,
2012, respectively.  The Debtor's request was unopposed.

In seeking a third extension, the Debtor said that the reason it
selected the extension request to file a disclosure statement and
plan to Oct. 18, 2012, is because that date is the date the
interim cash collateral extension with OneWest Bank FSB expires.

Since the last status conference, the Debtor has circulated a
draft disclosure statement and plan to OneWest and anticipates
circulating a revised draft to the other lenders and the official
committee of unsecured creditors.  The Debtor has also formally
received a letter of intent to purchase the Clive, Iowa property
which is a key component to the reorganization.

                       About Hardage Hotels

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

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

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

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

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

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

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

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

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

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


HOMEWARD RESIDENTIAL: S&P Puts 'B+' Senior Credit Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Homeward
Residential Inc., including its 'B+' counterparty credit and
senior debt ratings, on CreditWatch with negative implications.
"At the same time, we affirmed our 'B' counterparty credit and
senior secured debt ratings on Ocwen Financial Corp. The outlook
on Ocwen remains stable," S&P said.

"The rating actions follow the Oct. 3 announcement that Ocwen and
WL Ross--a private equity firm that controls Homeward Residential-
-agreed that Ocwen would acquire Homeward Residential for about
$750 million, including $588 million of cash and $162 million in
Ocwen convertible preferred stock," S&P said.

Ocwen's management intends to finance the acquisition with cash
currently on hand as well as expected operating cash flows
generated during the current quarter. "We believe the increased
leverage and integration uncertainty increase operational and
funding risks for the surviving entity, Ocwen," said Standard &
Poor's credit analyst Jeff Zaun.

"Although we believe that the two entities are positioned to
capitalize on economies of scale and scope, the acquisition
elevates operational risks, including problems with IT platforms,
personnel, unforeseen regulatory issues, and management
attention," said Mr. Zaun.

"The acquisition entails Ocwen adding $2.3 billion of servicing
advances and increasing its servicing portfolio by about $77
billion in unpaid principal balance (UPB). If delinquency rates in
the combined firm's servicing portfolio were to increase, Ocwen
may need to tap lines of credit or sell assets to meet servicing
obligations. Ocwen finances servicing advances through secured
wholesale funding, with commitment terms ranging from one to three
years. In stable credit markets, we believe that the firm should
not have difficulty renewing funding for advances, which we view
as high-quality assets. In the event of a credit contraction,
however, management's ability to renew these facilities could
become strained," S&P said.


HOSTESS BRANDS: May Impose Concessions on Expired Contracts
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc., the baker of Wonder bread, was
given formal authority Oct. 4 by the bankruptcy judge to impose
contract concessions on about 7,000 employees represented by the
bakery workers' union.  The Teamsters union, representing an
approximately equal numbers of workers, ratified a contract with
similar concessions.

According to the report, Hostess needed the judge to impose
concessions on the bakery workers because more than 90% voted
against ratification.  Hostess has been saying that the company
will liquidate without labor concessions because there is no one
to buy the business.  The bakery union didn't oppose imposing
concessions on locals where contracts are still in effect.
Relying on a ruling by the bankruptcy judge earlier this year, the
bakery union contended the judge has no power to impose
concessions on locals where the contracts expired by their terms.

The Bloomberg report discloses that U.S. Bankruptcy Judge Robert
D. Drain sidestepped the issue by declaring in his formal order
Oct. 4 that Hostess can impose concessions until the company and
the union bargain to impasse.

                       About Hostess Brands

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

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

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

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

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

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

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


HOVNANIAN ENTERPRISES: S&P Retains 'CCC-' CCR on Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including the 'CCC-' corporate credit rating, on Hovnanian
Enterprises Inc. remain on CreditWatch with positive implications.
"We placed the ratings on Credit Watch with positive implications
on Sept. 19, 2012, after the company announced that it would issue
new senior secured notes and senior exchangeable notes to
refinance existing senior secured notes. We expect to resolve the
CreditWatch listing upon the full redemption of the 2016 notes,
which we expect to occur on Nov. 1, 2012," S&P said.

"Hovnanian recently completed the sale of $577 million of 7.25%
first-lien senior secured notes due 2020, $220 million of second-
lien senior secured notes due 2020, and $100 million of 6% senior
exchangeable notes due 2017. As of Oct. 2, 2012, the company has
redeemed $637.2 million (79.95%) of the 10.625% senior secured
notes due 2016 that were tendered as of Oct. 1, 2012 (early tender
deadline), and issued a notice of redemption to holders of the
remaining $159.8 million notes to redeem the notes on Nov. 1," S&P
said.

"This transaction significantly lengthens the company's debt tenor
by addressing the bulk of its 2016 debt maturity wall. Hovnanian's
2016 refinancing exposure declines to $218 million from slightly
more than $1 billion, while the company's interest burden is
reduced by $17 million. We believe extending this significant
maturity and reducing the interest burden will help preserve cash
and provide additional running room to improve
operations/profitability as housing slowly recovers and the
company continues to take steps to reduce its significant overall
debt burden," S&P said.

                            CreditWatch

"We intend to resolve the CreditWatch listing upon the completion
of the redemption of the remaining outstanding 10.625% senior
secured notes due 2016. At that time, we expect to raise our
corporate credit rating on the company two notches to 'CCC+' from
'CCC-'. We would also expect to raise our rating on the builder's
existing senior secured notes due 2021 to 'CCC' from 'CC' and
senior unsecured notes due 2014-2017 to 'CCC-' from 'CC'," S&P
said.

RATINGS LIST

Hovnanian Enterprises Inc.
Corporate credit rating         CCC-/Watch Pos
Senior unsecured                CC/Watch Pos
Recovery Rating                 6

K. Hovnanian Enterprises Inc.
Senior Secured due 2021         CC/Watch Pos
Recovery Rating                5
Senior Unsecured                CC/Watch Pos
Recovery Rating                6

First Lien Senior Secured
Notes due 2020                 CCC+
Recovery Rating               3
Second Lien Senior Secured
Notes due 2020                 CCC-
Recovery Rating               6
Exchangeable Notes due 2017    CCC-
Recovery Rating               6

Hovnanian Enterprises Inc.
Preferred Stock                C


HRK HOLDINGS: Has Nod to Hire Gulf Atlantic as Financial Advisor
----------------------------------------------------------------
HRK Holdings, LLC, and HRK Industries, LLC, obtained authorization
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ Gulf Atlantic Capital Corporation as financial advisor
and investment banker.

As reported by the Troubled Company Reporter on Oct. 3, 2012, the
Debtors will require investment banking services in connection
with their attempts to selling some or all of their assets,
including locating qualified purchasers, assisting in guiding the
due diligence process, and participating in negotiations for any
potential sale or sales.  If requested, Gulf Atlantic would agree
to provide services related to identifying potential funding
sources, assisting in negotiations of the terms of any
recapitalization transaction, and provide financial advisory
services such as assisting with the preparation of budgets and
assisting in negotiations with creditors, among other things.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents
the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


IDEARC INC: Dist. Court Tosses Out Ex-Employee's Suit
-----------------------------------------------------
District Judge John G. Koeltl dismissed a pro se action commenced
by Curtis Cost against Super Media, saying Mr. Cost's claims have
been discharged under Idearc Inc.'s confirmed Chapter 11 plan of
reorganization.

Mr. Cost's claims derive from his termination in 2007, which he
claims was motivated by racial discrimination and retaliation for
his previous complaints regarding his treatment by Super Media.
Mr. Cost began working for Verizon in January 2005 in the
Superpages.com division.  On April 17, 2007, Mr. Cost received a
letter dated April 12, 2007, informing him that he had been
terminated effective March 19, 2007, "for sales fraud/violating
the Company's Code of Business Conduct."  In January 2008, Mr.
Cost filed a complaint with the Equal Employment Opportunity
Commission.

Verizon was the predecessor entity to Idearc Media Sales -- East
Co.  At the time of Mr. Cost's termination, Idearc was his
employer.  On March 31, 2009, while Mr. Cost was awaiting the
ruling of the EEOC, Idearc filed for Chapter 11.

The case is, CURTIS COST, Plaintiff, v. SUPER MEDIA, Defendant,
No. 10 Civ. 4066 (S.D.N.Y.).  A copy of the District Court's
Oct. 1, 2012 Opinion and Order is available at http://is.gd/TuFCCd
from Leagle.com.

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  The
Debtors' financial condition as of Dec. 31, 2008, showed total
assets of $1,815,000,000 and total debts of $9,515,000,000.
Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented
the Debtors in their restructuring efforts.  The Debtors tapped
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


IDEARC INC: US Bank Bid to Limit Evidence in Spinoff Trial Denied
-----------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that U.S. District
Judge A. Joe Fish on Tuesday refused to limit Verizon
Communications Inc.'s evidence and expert testimony for the trial
later this month in U.S. Bank NA's case challenging Verizon's
$9.9 billion spinoff of Idearc Inc., which later filed for
bankruptcy.

Bankruptcy Law360 relates that Judge Joe Fish denied the bank's
motions to exclude evidence relating to the market value of Idearc
stock or debt in November 2006, according to Bankruptcy Law360.

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


INDYMAC BANCORP: FDIC Wants MBIA's Suit Revival Bid Ended
---------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that the Federal
Deposit Insurance Corp. on Tuesday asked the D.C. Circuit to
uphold the dismissal of MBIA Insurance Corp.'s claims that the
FDIC wrongly refused to reimburse it for losses on mortgage-backed
securities contracts with collapsed bank IndyMac Bank FSB.

                       About Indymac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- was the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.  Indymac Bancorp
filed for Chapter 7 bankruptcy protection (Bankr. C.D.Calif., Case
No. 08-21752) on July 31, 2008.

At the time of the FDIC takeover, IndyMac was the third-largest
bank failure in U.S. history.  Indymac had about $32.01 billion in
assets as of July 11, 2008.  In court documents, IndyMac disclosed
estimated assets of $50 million to $100 million and estimated
debts of  $100 million to $500 million.

Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.

IndyMac's banking operations, now known as OneWest Bank FSB, are
under the control of a new ownership group that includes hedge-
fund managers John Paulson and George Soros.


INTELLIPHARMACEUTICS: Had $1.5-Mil. Net Loss in Aug. 31 Quarter
---------------------------------------------------------------
Intellipharmaceutics International Inc. reported a net loss of
$1.5 million on $0 revenue for the three months ended Aug. 31,
2012, compared with net income of $1.1 million on $501,814 of
revenue for the three months ended Aug. 31, 2011.

For the nine months months ended Aug. 31, 2012, the Company
reported a net loss of $4.8 million on $107,091 of revenue,
compared with a net loss of $3.6 million on $501,814 of revenue
for the nine months ended Aug. 31, 2011.
  
The change in the fair value of the warrants from the previously
recorded amount at Nov. 30, 2011, to the three and nine months
ended Aug. 31, 2012, amounted to a gain of $488,459 and
$2.3 million respectively (for the three and nine months ended
Aug. 31, 2011 - $2.5 million and $4.1 million respectively) and
has been recorded as fair value adjustment of derivative liability
in the statement of comprehensive (loss) income.

Financing expense was $nil for the nine months ended Aug. 31,
2012, compared to $2.4 million for the nine months ended Aug. 31,
2011.

The Company's balance sheet at Aug. 31, 2012, showed $4.9 million
in total assets, $6.5 million in total liabilities, and a
stockholders' deficit of $1.6 million.

The Company has incurred losses from operations since inception,
and has an accumulated deficit of $28.7 million as at Aug. 31,
2012 (Nov. 30, 2011 - $23.9 million).

A copy of the condensed unaudited interim consolidated financial
statements is available for free at http://is.gd/MIuURO

A copy of the 2012 Third Quarter Management Discussion and
Analysis is available for free at http://is.gd/TW5AAV

About Intellipharmaceutics International

Based in Toronto, Canada, Intellipharmaceutics International Inc.
(Nasdaq: IPCI) (TSX: I) -- http://www.intellipharmaceutics.com/--
is a pharmaceutical company specializing in the research,
development and manufacture of novel and generic controlled-
release and targeted-release oral solid dosage drugs. The
Company's patented Hypermatrix(TM) technology is a
multidimensional controlled-release drug delivery platform that
can be applied to the efficient development of a wide range of
existing and new pharmaceuticals.  Based on this technology,
Intellipharmaceutics has a pipeline of product candidates in
various stages of development, including eight ANDAs filed with
the FDA, in therapeutic areas that include neurology,
cardiovascular, gastrointestinal tract, diabetes, pain and
infection.

                           *     *     *

As reported in the TCR on Feb. 17, 2012, Deloitte & Touche LLP, in
Toronto, expressed substantial doubt about Intellipharmaceutics'
ability to continue as a going concern, following the Company's
results for the fiscal year ended Nov. 30, 2011.  The independent
auditors noted that of the Company's recurring losses from
operations and stockholders' capital deficiency.




INTELSAT SA: Amends Indenture; Issues $640 Million Senior Notes
---------------------------------------------------------------
Intelsat S.A.'s subsidiary, Intelsat Jackson Holdings S.A., has
received the requisite consents to amend certain terms of the
indenture governing its 11 1/4% Senior Notes due 2016 in
connection with its previously announced Tender Offer and Consent
Solicitation.  The amendments, among other things, amend the
indenture governing the Notes to eliminate substantially all of
the restrictive covenants, certain events of default and certain
other provisions contained in that indenture.

As previously announced, on Sept. 19, 2012, Intelsat Jackson
commenced a tender offer to purchase for cash any and all of its
outstanding $603,220,000 aggregate principal amount of Notes.  In
connection with the Tender Offer, Intelsat Jackson also solicited
the consent of the holders of the Notes to the amendments.

The Tender Offer and Consent Solicitation are subject to the terms
and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated Sept. 19, 2012, relating thereto.

The withdrawal deadline relating to the Tender Offer occurred at
12:00 midnight, New York City time, on Tuesday, Oct. 2, 2012.
Notes previously tendered and Notes that are tendered after the
Withdrawal Deadline may not be withdrawn, except as required by
law. The Tender Offer is scheduled to expire at 12:00 midnight,
New York City time, on Wednesday, Oct. 17, 2012, unless extended
or earlier terminated by Intelsat Jackson.

As of 12:00 midnight, New York City time, on Oct. 2, 2012,
Intelsat Jackson has been advised by Global Bondholder Services
Corporation, as Depositary for the Tender Offer and Consent
Solicitation, that Notes were validly tendered and not withdrawn,
and consents were delivered and not revoked, in respect of
$442,302,000 in aggregate principal amount, or approximately
73.32%, of the outstanding $603,220,000 aggregate principal amount
of Notes.  As a result, the requisite consent of noteholders was
obtained, and Intelsat Jackson and Wells Fargo Bank, National
Association, as trustee under the indenture governing the Notes,
entered into a supplemental indenture implementing the amendments
to the indenture governing the Notes.

Subject to the terms and conditions set forth in the Offer to
Purchase and Consent Solicitation Statement, Intelsat Jackson will
accept for purchase all Notes tendered and not withdrawn prior to
the Withdrawal Deadline and intends to accept for purchase all
Notes tendered after Withdrawal Deadline and prior to the
Expiration Time.

Intelsat Jackson has retained Morgan Stanley & Co. LLC and Credit
Suisse Securities (USA) LLC to act as the joint dealer managers
and joint solicitation agents for the Tender Offer and Consent
Solicitation.  Global Bondholder Services Corporation is acting as
the Information Agent and the Depositary for the Tender Offer and
Consent Solicitation.

                  Issues $640 Million Sr. Notes

On Oct. 3, 2012, Intelsat Jackson Holdings S.A. issued
$640,000,000 aggregate principal amount of 6 5/8% Senior Notes due
2022.  The 6 5/8% Notes were issued pursuant to an indenture,
dated as of Oct. 3, 2012, among Intelsat Jackson, Intelsat S.A.
and Intelsat (Luxembourg) S.A., as parent guarantors, and Wells
Fargo Bank, National Association, as trustee. The net proceeds
from the 6 5/8% Notes will be used by Intelsat Jackson to purchase
any and all of its $603,220,000 outstanding 11 1/4% Senior Notes
due 2016 that are validly tendered in connection with Intelsat
Jackson's tender offer and consent solicitation announced on
Sept. 19, 2012.  Proceeds from the sale of the 6 5/8% Notes may
also be used to redeem or repurchase notes not purchased in the
Tender Offer, to pay related fees and expenses and for general
corporate purposes.

The 6 5/8% Notes are redeemable on the dates, at the redemption
prices and in the manner specified in the Indenture.

Certain of the Initial Purchasers and their respective affiliates
have, from time to time, performed, and may in the future perform,
various financial advisory, investment banking and commercial
banking services for Intelsat Jackson and its affiliates, for
which they received or will receive customary fees and expenses.
Affiliates of one or more of the Initial Purchasers are lenders or
agents under the credit facilities maintained by Intelsat Jackson
or its affiliates.

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

                        http://is.gd/9bk77i

                          About Intelsat

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

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

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

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

                           *     *     *

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


J&J DEVELOPMENTS: Wants to Hire CB Richard Ellis as Realtor
-----------------------------------------------------------
J & J Developments, Inc., asks the U.S. Bankruptcy Court for the
District of Kansas for permission to employ Commercial Realty,
LLC, doing business as CB Richard Ellis/Oklahoma, as realtor to
sell the Debtor's real property.

Commercial Realty will receive a 6% commission.  The Debtor
relates that no retainer or other prepaid compensation has been
paid.

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

                     About J & J Developments

J & J Developments Inc. is a real estate holding company holding
title to real estate in more than 20 locations in Kansas.  Many of
those locations contain convenience stores.

J & J Developments filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 12-11881) in Wichita, Kansas, on July 12, 2012.
John E. Brown signed the petition as president and chief executive
officer.  The Debtor is represented by Edward J. Nazar, Esq., at
REDMOND & NAZAR, LLP, in Wichita, Kansas.  Judge Robert E. Nugent
presides over the case.  According to the petition, the Debtor has
scheduled assets of $18.7 million and scheduled liabilities of
$34,933.


JASPERS ENTERPRISES: Ozark Bank Granted Relief of Automatic Stay
----------------------------------------------------------------
Nancy J. Gargula, the U.S. Trustee for Region 13, asks the U.S.
Bankruptcy Court for the Eastern District of Missouri to dismiss
the Chapter 11 case of Jaspers Enterprises, Inc.  An Oct. 31,
2012, hearing at 10 a.m. has been set.

According to the U.S. Trustee, relief has been granted to certain
secured creditors.  As a result, no effective reorganization
appears to be available to the Debtor.

On Sept. 17, the Court granted Ozark Bank relief from the
automatic stay against the Debtor, upon consideration of the third
stipulated order authorizing the Debtor's use of Ozark Bank's cash
collateral until Aug. 27, 2012.  The Court had concluded that
Ozark is entitled to immediate relief from the automatic stay by
virtue of the expiration of the cash collateral order.  Ozark Bank
is authorized to pursue any and all of its remedies pursuant to
the loan documents and applicable state and federal law.

                     About Jaspers Enterprises

Jaspers Enterprises, Inc., filed a bare-bones Chapter 11 petition
(Bankr. E.D. Mo. Case No. 12-41073) in St. Louis, Missouri on
Feb. 13, 2012.  Jaspers Enterprises owns four Missouri hotels --
the Wingate in Maryland Heights plus the Days Inn property, the
Howard Johnson, and the Red Roof Inn, all located in Branson.  The
Wingate hotel in Maryland Heights is under receivership with Midas
Hospitality LLC as the receiver.  Maryland Heights, Missouri-based
Jaspers estimated assets of up to $50 million and debts of up to
$10 million.  It says that debts are primarily business debts.
The largest unsecured creditors are Days Inn Worldwide, which is
owed $361,760, and  Wingate Inns International Inc., owed $252,000
for a trade debt.

Judge Charles E. Rendlen III presides over the case.  Robert E.
Eggmann, Esq., and Thomas H. Riske, Esq., at Desai Eggmann Mason
LLC, serve as the Debtor's counsel.  The petition was signed by
Keith Jaspers, president.


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

                  About Jewish Community Center

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

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


JOHNS-MANVILLE: Travelers Urges 2nd Circ. to Uphold Asbestos Win
----------------------------------------------------------------
Bibeka Shrestha at Bankruptcy Law360 reports that the Travelers
Indemnity Co. told the Second Circuit on Tuesday that a district
court properly set aside a bankruptcy court's order that it pay
about $510 million to fulfill settlements with asbestos injury
plaintiffs because the conditions of the settlement agreements
were unmet.

The insurer said it agreed to the settlements with plaintiffs
bringing personal injury claims against asbestos supplier Johns-
Manville Corp. on the condition that a final order was issued
insulating Travelers from any claims related to its handling of
the asbestos claims, according to Bankruptcy Law360.

                       About Johns-Manville

Johns-Manville Corp. was, by most sources, the largest
manufacturer of asbestos-containing products and the largest
supplier of raw asbestos in the United States from the 1920s until
the 1970s.  Manville sold raw asbestos to manufacturers of
asbestos-based products in 58 countries and distributed its own
asbestos-based products "across the entire spectrum of industries
and employment categories subject to asbestos exposure."

As a result of studies linking asbestos with respiratory disease,
Manville became the target of a growing number of products
liability lawsuits in the 1960s and 1970s.  Buckling under the
weight of its asbestos liability, Manville filed for Chapter 11
protection on August 26, 1982, before Judge Lifland.

To avoid the uncertainty of insurance litigation and to fund its
plan of reorganization, Manville sought to settle its insurance
claims.  Manville obtained in excess of $850,000,000 from
settlements with its insurers.  The U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Debtors' Second Amended and Restated Plan of Reorganization on
Dec. 22, 1986.


JOSEPH DELGRECO: DLA Piper Dodges $17-Mil. Malpractice Suit
-----------------------------------------------------------
Django Gold at Bankruptcy Law360 reports that DLA Piper on Monday
escaped Joseph DelGreco & Co. Inc.'s $17 million malpractice suit
accusing the firm of botching a licensing deal and other legal
matters, after a New York federal court adopted DLA Piper's
position that its former client had failed to present expert
testimony supporting most of its claims.

Bankruptcy Law360 relates that U.S. District Judge Paul A.
Engelmayer granted DLA Piper's motion for summary judgment of
Joseph DelGreco's suit accusing the law firm of mismanaging a 2007
licensing deal and various other legal challenges.

Based in New York, Joseph DelGreco & Company Inc. filed for
Chapter 11 Protection (Bankr. Case No. 09-16041) on Oct. 8, 2009.
Joel Martin Shafferman, Esq., at Shafferman & Feldman, LLP,
represents the company.  The Debtor estimated assets of less than
$50,000 and debts of between $1 million and $10 million.


JOURNAL REGISTER: Given Final Approval for $25 Million Loan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Journal Register Co. secured final approval for
$25 million in financing from existing revolving credit lender
Wells Fargo Bank NA.  There was already interim approval for a
$22.5 million loan.

According to the report, there was only one objection, from a
landlord contending that the budget wasn't clear about whether
expenses incurred after bankruptcy would be fully paid.

Current lender and owner Alden Global Capital Ltd. intends on
retaining ownership in another debt swap.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.


JOURNAL REGISTER: Gets Final OK to Pay Claims of Critical Vendors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized, on a final basis, Journal Register Company, et al., to
pay certain prepetition obligations to certain critical vendors
and service providers.

The Court also authorized the Debtors to pay in the ordinary
course up to a maximum aggregate sum of $1,318,602 owed to
critical vendors on account of each critical vendor's prepetition
claim that is not entitled to administrative expense priority
under the Bankruptcy Code, provided that (a) no portion of any
non-administrative expense claim may be paid until the critical
vendor recipient enters into an agreement with the Debtors; (b) no
payments will be made on an accelerated basis; and (c) no Critical
vendors will be paid more than 50% of its respective non-
administrative expense claim.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.


LEE BRICK: Nicholls & Crampton Approved as Bankruptcy Attorney
--------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized Lee Brick & Tile
Company to employ Gregory B. Crampton, Kevin L. Sink and the law
firm of Nicholls & Crampton, P.A., as bankruptcy attorneys.

The Bankruptcy Administrator filed an objection to the application
but has withdrawn it at the July 31, 2012, hearing.

As reported in the Troubled Company Reporter on July 13, 2012, the
attorneys is expected to, among other things, (a) give legal
advice with respect to their duties and powers; (b) prepare on
behalf of the Debtor necessary pleadings, plan of reorganization,
disclosure statement and other papers necessary in the case, and
(c) perform all necessary legal services in connection with the
Debtor's reorganization.

The Debtor will compensate the attorneys on an hourly basis for
work performed.  Mr. Crampton will charge $450 per hour, Mr. Sink
will charge $390 per hour, and other attorneys will charge $325,
and the paralegals $110.  The Debtor has paid a retainer of
$100,000.

The attorneys represent no interest adverse to the Debtor.

                         About Lee Brick

Sanford, North Carolina-based Lee Brick & Tile Company filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04463)
on June 15, 2012, in Wilson on June 15, 2012.

Lee Brick -- http://www.leebrick.com/-- began its operations in
1951 after Hugh Perry and 10 local businessmen from Lee County
decided three years prior to invest in the business of
brickmaking.  In the late 1950's Hugh Perry bought out the
investing partners, making Lee Brick a solely owned and operated
family company.  Hugh Perry named his son Frank president in 1970,
which he served until 1999 and currently serves as CEO.  Since
1999 Don Perry succeeded his father and serves as the company's
president.  Frank Perry, along with his sons Don and Gil, and
brother-in-law JR (rad) Holton have helped guide the family
business through revolutionary changes in brick manufacturing that
few people in the ceramic industry could have ever anticipated.

Judge Randy D. Doub presides over the case.  Kevin L. Sink, Esq.,
at Nicholls & Crampton, P.A., serves as the Debtor's counsel.  The
petition was signed by Don W. Perry, president.

The Debtor, in its amended schedules, disclosed $27,851,968 in
assets and $14,136,003 in liabilities.  In the original schedules,
the Debtor scheduled $27,851,968 in assets and $14,135,140 in
liabilities.  Lender Capital Bank is owed $13.0 million, of which
$6.5 million is secured.


LEHMAN BROTHERS: Brokerage Settles $38 Billion in Affiliate Claims
------------------------------------------------------------------
Phil Milford at Bloomberg News reports that Lehman Brothers
Inc. and its European affiliate resolved lawsuits over more than
$38 billion in bankruptcy claims, removing an obstacle to the
distribution of assets to customers and creditors.

According to the report, the tentative agreement requires approval
by a U.S. bankruptcy judge and the English High Court, according
to a statement Oct. 5 from James Giddens, the trustee liquidating
the U.S. brokerage, and Tony Lomas, joint administrator of Lehman
Brothers International (Europe).  "The agreement sets the stage
for distributions that will provide for 100% recovery of customer
property," Mr. Giddens said.  It "will allow for customer and
creditor distributions much sooner than if LBIE's claims involving
hundreds of thousands of transactions were litigated."

The report relates that Lehman has faced demands from
institutional creditors including Elliott Management Corp. to make
distributions to hedge funds and banks after four years in
liquidation. Mr. Giddens had $25.4 billion in securities in hand
as of March 30, Elliott said in court papers.

The report notes that, the European affiliate said last year its
clients were owed $8.3 billion by the brokerage.  LBIE's claims
were "the largest unresolved contingency" in the brokerage
liquidation, Mr. Giddens has said.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman made its first payment of $22.5 billion to
creditors in April and a second payment of $10.2 billion on
Oct. 1.  A third distribution is set for around March 30.


LEVEL 3: FedEx Executive Named to Board of Directors
----------------------------------------------------
The Level 3 Communications, Inc.'s board of directors elected
Michael Glenn as a member of the Board, effective Oct. 1, 2012.
Mr. Glenn will serve until the Level 3 2013 Annual Meeting of
Stockholders.  Mr. Glenn filled a vacancy created by the Board's
increasing the size of the Board to 13.  Mr. Glenn is not
currently a member of any Board committee.

Mr. Glenn is executive vice president of Market Development and
Corporate Communications for FedEx Corp.  He is a member of the
five-person Executive Committee, responsible for planning and
executing the corporation's strategic business activities.  Mr.
Glenn also serves as president and chief executive officer of
FedEx Corporate Services, responsible for all marketing, sales and
retail operations functions for all FedEx Corporation operating
companies.  Before FedEx Corp. was formed in 1998, Mr. Glenn was
senior vice president, Worldwide Marketing, Customer Service and
Corporate Communications for FedEx Express.  In that role, he was
responsible for directing all marketing, customer service,
employee communications and public relations activities.

The Board has determined that Mr. Glenn is independent within the
meaning of the listing standards of The New York Stock Exchange.
Mr. Glenn will earn fees for Board service consisting of a $75,000
annual cash retainer as well as an additional annual cash retainer
as a member of any of the Board's committees that he may be
appointed to in the future.  Level 3 will also compensate Mr.
Glenn with a grant of restricted stock units as of July 1 of each
year, with the number of units determined by dividing $150,000 by
the volume-weighted average price of Level 3's common stock over
the period from January 1 to June 30, subject to a cap of 6,666
units.  These restricted stock units vest and settle in shares of
Level 3's common stock, par value $.01 per share, on the first
anniversary of grant.

Mr. Glenn is also being awarded an initial grant of restricted
stock units with a value of $150,000 on the date of grant.  The
restrictions on transfer for this initial grant lapse 100% on the
third anniversary of the date of grant.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company reported a net loss of $756 million in 2011, a net
loss of $622 million in 2010, and a net loss of $618 million in
2009.

The Company's balance sheet at June 30, 2012, showed $12.94
billion in total assets, $11.73 billion in total liabilities and
$1.21 billion in total stockholders' equity.

                          *     *     *

As reported by the TCR on April 2, 2012, Fitch Ratings upgraded
Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on
Oct. 4, 2011, and assigned a Positive Outlook.  The rating action
followed LVLT's announcement that the company closed on its
previously announced agreement to acquire Global Crossing Limited
(GLBC) in a tax-free, stock-for-stock transaction.

In the July 20, 2012, edition of the TCR, Moody's Investors
Service affirmed Level 3 Communications, Inc.'s corporate family
and probability of default ratings at B3.  The company's B3
ratings are based on expectations that net synergies from the
recently closed acquisition of Global Crossing Ltd. will reduce
expenses sufficiently such that Level 3 will be modestly cash flow
positive (on a sustained basis) by late 2013.

Level 3 carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


LEVEL 3 COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed the 'B' Issuer Default Ratings (IDRs)
assigned to Level 3 Communications, Inc. (LVLT) and its wholly
owned subsidiary Level 3 Financing, Inc. (Level 3 Financing).  In
addition, Fitch has affirmed specific issue and Recovery Ratings
assigned to LVLT and Level 3 Financing as outlined below.  The
Rating Outlook remains Positive.  LVLT had approximately $8.5
billion of debt outstanding on June 30, 2012.

LVLT's ratings recognize, in part, the de-leveraging of the
company's balance sheet resulting from its acquisition of Global
Crossing Limited (GLBC).  Pro forma for the acquisition and LVLT's
senior note issuance, LVLT's leverage declines to 6.2 times (x)
for the latest 12 month (LTM) period ended June 30, 2012, compared
with the company's actual leverage of 6.5x as of June 30, 2012,
and 8.1x as of Dec. 31, 2011.  Moreover, based on the company's
ability to realize anticipated operating cost synergies, the GLBC
acquisition positions LVLT to further improve its credit profile
and generate consistent levels of free cash flow.  The acquisition
accelerates LVLT's progress in achieving its target leverage ratio
of 3.0x to 5.0x.

The Positive Outlook reflects Fitch's belief that LVLT's credit
profile will strengthen as the company achieves the cost synergies
associated with the GLBC acquisition.  Fitch anticipates that
LVLT's credit protection metrics during 2012 will remain
relatively consistent with year-end 2011 pro forma metrics as
integration costs will largely offset positive operating momentum.
Fitch expects LVLT's leverage as of year-end 2012 (on a pro forma
basis) will dip below 6.2x.  Fitch expects to observe the
strengthening of LVLT's credit metrics during 2013 as cost
synergies begin to take effect and integration costs begin to
diminish.  Fitch envisages LVLT leverage will decline below 5.5x
by the end of 2013.

Fitch believes that LVLT's liquidity position is adequate given
the rating and is primarily supported by cash carried on its
balance sheet, which as of June 30, 2012 totaled approximately
$733 million (pro forma for LVLT's issuance of its 8.875% senior
notes due 2019 cash balance is $1.026 billion).  The company does
not maintain a revolver and relies on capital market access to
replenish cash reserves, which when combined with the lack of
positive free cash flow generation limits the company's financial
flexibility in Fitch's opinion.  LVLT does not have any
significant maturities scheduled during 2012 and Fitch believes
LVLT's pro forma cash position is sufficient to address 2013
maturities which total approximately $172 million while funding
anticipated free cash flow deficits during 2012.  Considering the
successful refinancing of Level 3 Financing's secured term loan
due 2014 (announced by the company on Aug. 1, 2012), LVLT's next
scheduled maturity is not until 2015 when approximately $775
million of debt is scheduled to mature.

Fitch believes the incremental EBITDA captured through the GLBC
acquisition along with realization of anticipated cost synergies
and dwindling integration costs will position LVLT to generate
consistent levels of free cash flow.  Excluding $32 million of
integration related costs, LVLT's free cash flow during the first
half of 2012 was a deficit of $178 million.  The company generated
$3 million of positive free cash flow during the second quarter of
2012 and expects to be free cash flow positive for the remainder
of 2012.  Fitch expects LVLT to generate in excess of $100 million
of free cash flow during 2013.

Positive rating actions will likely occur as the company
demonstrates that it is successfully integrating GLBC without
material disruption to its operations.  Equal consideration will
be given to the company's ability to attain cost synergies while
maintaining positive operational momentum.  Evidence of positive
operating momentum includes stable to expanding gross margins and
revenue growth within the company Core Network Services segment.
Fitch would expect LVLT to be generating consistent positive free
cash flow and reduce leverage to 5.5x before taking a positive
rating action.

A stabilization of the Rating Outlook at the current rating level
would coincide with LVLT experiencing difficulty or delay in fully
integrating GLBC and achieving anticipated cost synergies.  A
weakening of LVLT's operating profile, as signaled by
deteriorating margins and revenue erosion brought on by difficult
economic conditions or competitive pressure will likely lead to
negative rating action.

Overall, Fitch's ratings incorporate LVLT's highly levered balance
sheet, its weaker competitive position and lack of scale relative
to larger and better capitalized market participants.  The ratings
for LVLT reflect the company's strong metropolitan network
facilities position relative to alternative carriers, as well as
the diversity of its customer base and service offering, and a
relatively stable pricing environment for a significant portion of
LVLT's service portfolio.

Based largely on LVLT's strategy to invest in metropolitan
facilities and carry more communications traffic on its network,
the company derives strong operating leverage from its cost
structure and network, enabling it to enhance margins and rapidly
increase cash flows once revenue growth returns.  Additionally,
Fitch expects that the company can further strengthen its
operating leverage as it continues to migrate its revenue mix to
more margin rich data services and away from lower margin voice
services.

What Could Trigger a Positive Rating Action

  -- Consolidated leverage reduces to 5.5x or lower;
  -- Consistent generation of positive free cash flow;
  -- Successful integration of GLBC without material disruption to
     its operations.

What Could Trigger a Negative Rating Action

  -- Difficulty or delay in fully integrating GLBC and achieving
     anticipated cost synergies;
  -- Weakening of LVLT's operating profile, as signaled by
     deteriorating margins and revenue erosion brought on by
     difficult economic conditions or competitive pressure.

Fitch has affirmed the following ratings with a Positive Outlook:

LVLT:

  -- IDR at 'B';
  -- Senior unsecured notes at 'B-/RR5'.

Level 3 Financing, Inc.:

  -- IDR at 'B';
  -- Senior secured term loan at 'BB/RR1';
  -- Senior unsecured notes at 'BB-/RR2'.

Fitch has assigned the following rating with a Positive Outlook:

Level 3 Financing, Inc.:

  -- Senior Secured Tranche B-II Term Loan due 2019 'BB/RR1'.


LIN TELEVISION: S&P Rates New $290MM Senior Unsecured Notes 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Providence, R.I.-based
LIN Television Corp.'s proposed $290 million of senior unsecured
notes due 2021 its 'B-' issue-level rating and '5' recovery
rating, indicating its expectation for modest (10% to 30%)
recovery in the event of a payment default. "LIN Television Corp.
is a wholly owned subsidiary of parent LIN TV Corp. (LIN), a U.S.
TV broadcaster. LIN plans to use the net proceeds to partly
finance its acquisition of New Vision Television. Pro forma for
the transaction, we expect LIN's debt to last-12-month EBITDA
(adjusted for leases, pension, and contingent obligations) to rise
to about 8.7x from 6.9x as of June 30, 2012. However, with the
influx of political advertising revenues and retransmission fees
in 2012, we expect adjusted debt to last-12-month EBITDA to
decline to below the mid-6x level by year-end. We expect the
acquisition to close in 2012," S&P said.

"At the same time, we raised the issue-level rating on LIN
Television Corp.'s 8.375% senior notes due 2018 to 'B-' from
'CCC+' and revised the recovery rating to '5' from '6'. The
upgrade reflects the higher default-scenario valuation of the
company resulting from the acquisition," S&P said.

"Finally, we affirmed the 'B' corporate credit rating on LIN. The
outlook remains stable," S&P said.

"Our rating on LIN also reflects our assessment of the company's
business risk profile as 'fair' and its financial risk profile as
'highly leveraged,' based on our criteria," said Standard & Poor's
credit analyst Naveen Sarma.

"We view LIN's business risk profile as fair based on its
portfolio of TV stations in midsize markets, strong position in
local news, and an EBITDA margin comparable to its peers. Factors
in our assessment of LIN's financial risk profile as highly
leveraged include its high debt leverage and large contingent
liability stemming from its guarantee of $815 million joint-
venture debt. LIN's fully adjusted leverage of 7x, as of June 30,
2012, is in line with our financial risk indicative ratios of debt
to EBITDA of greater than 5x, for a highly leveraged financial
risk profile," S&P said.

LIN is a midsize TV broadcaster. Pro forma for the New Vision
Television transaction, LIN will operate or service 50 network
affiliates in 23 markets, reaching 10.6% of U.S.TV households. The
18 New Vision TV stations confer greater geographic diversity,
particularly in the Western U.S. markets. LIN's station
affiliations are diversified across the four major U.S broadcast
networks, shielding it from the risk of individual network
underperformance. Most of the company's stations are ranked first
or second in local news--an important competitive edge for
building loyal local viewing and attractive political advertising.
Additionally, its duopoly positions in a number of its markets
provide cost savings, enhancing cash flow. LIN's EBITDA margin of
about 30% is only average among its broadcasting peers and
significantly lags its more efficient competitors, whose EBITDA
margins are in the high-30% area.


LMR LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: LMR, LLC
        dba Baymont Inn & Suites Austin
        dba Baymont Inn & Suites Austin South
        fdba Hotel Austin South
        fdba Best Western Austin South
        fdba Best Western Seville Plaza Inn
        4323 South IH-35
        Austin, TX 78744

Bankruptcy Case No.: 12-12267

Chapter 11 Petition Date: October 2, 2012

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Frank B. Lyon, Esq.
                  3508 Far West Blvd.
                  Suite 170
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: (512) 697-0047
                  E-mail: franklyon@me.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 together with the petition is available for free at
http://bankrupt.com/misc/txwb12-12267.pdf

The petition was signed by Lisa Rhee, manager.


MAQ MANAGEMENT: Can Retain Robert Wells as Environmental Counsel
----------------------------------------------------------------
The Bankruptcy Court has authorized MAQ Management, Inc., and its
affiliates to employ Robert W. Wells Attorney At Law, nunc pro
tunc to July 6, 2012, to represent the Debtors as special counsel
for environmental law issues.

Mr. Wells would be responsible for litigating issues relating to
environmental issues with the Debtors' properties.

The firm will bill at an hourly rate of $350 per hour.  In
addition to the fees, non-debtor BNK Real Estate, LLC, will be
responsible for payment of the firm's out-of-pocket expenses.

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

                       About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.

As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization,
with the U.S. Bankruptcy Court for the Southern District of
Florida, in compliance with the Court's Order.


MCDONALD BROTHERS: Fails to File Plan; Case Converted to Ch 7
-------------------------------------------------------------
The Hon. Catharine R. Aron of the U.S. Bankruptcy Court for the
Middle district of North Carolina has converted the Chapter 11
bankruptcy case of McDonald Brothers, Inc., to Chapter 7.

Michael D. West, Esq., the U.S. Bankruptcy Administrator, sought
the conversion of the Debtor's Chapter 11 case to Chapter 7 or, in
the alternative, the appointment of a Chapter 11 Trustee, saying
that the Debtor's plan of reorganization and disclosure statement
was due in this case on Dec. 21, 2011, but has not been filed.

Mr. West stated that most of the assets of the Debtor were sold to
Belk Building company by order of the Court, and that the Debtor
is not operating.  "The last monthly report filed by the Debtor
was for the period of November 2011.  The Debtor is delinquent
with respect to its monthly reports," Mr. West said.

According to Mr. West, the Debtor is delinquent with respect to
its quarterly fees.  The last quarterly fees paid by the Debtor
were paid March 7, 2012, for the third quarter of 2011.

The Court has ruled that Sara A. Conti, a panel trustee, be
appointed as Chapter 7 trustee in this case, and has ordered the
Debtor to pay the Chapter 11 quarterly fees due to date for the
second quarter of the calendar year 2012 in conjunction with the
conversion of this case.

                     About McDonald Brothers

McDonald Brothers, Inc., in Southern Pines, North Carolina, is a
building materials and services supplier that has been a family-
owned and operated business since 1885.  It has three business
operations in North Carolina located in the towns of Southern
Pines, Siler City, and West End.  It sells its products and
services throughout the south-central region of North Carolina and
northeastern South Carolina.  Over the past few years, its
business has declined as a result of the depressed real estate
market and the recession.

McDonald Brothers filed for Chapter 11 bankruptcy (Bankr. M.D.N.C.
Case No. 11-81363) on Aug. 22, 2011.  John A. Northen, Esq., and
Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, in Chapel
Hill, N.C., serve as the Debtor's counsel.  In its schedules, the
Debtor disclosed $10,540,708 in assets and $10,138,358 in
liabilities.


METHOD ART: Colliers International Approved as Real Estate Broker
-----------------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorized Method Art Corporation to employ
Colliers International as real estate broker to sell and or lease
real property owned by the Debtor located at 940 Columbia Avenue,
Riverside, California.

As reported in the Troubled Company Reporter on Aug. 28, 2012,
Colliers will bill Debtor relating to the broker services upon the
close of escrow of the sale of the Riverside Property at a
commissioned rate of 3% of the total purchase price of the
Riverside Property, due and owing in full and made payable
directly to Colliers.

To the best of the Debtor's knowledge, Colliers does not hold or
represent any interest adverse to the Debtor with respect to the
matters on which they are to be retained.

                         About Method Art

Method Art Corporation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-50745) in its home-town in Reno, Nevada, on April 1,
2012.  The Debtor disclosed $14.5 million in assets and
$11.7 million in debts in its schedules.  The Debtor owns six
properties in Nevada and California.  The properties are valued
$13.8 million and secure debt totaling $10.9 million.

Judge Bruce T. Beesley presides over the case.  The petition was
signed by Brynn Miner, who has the role of director, president,
secretary and treasurer.


METRO AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Metro Automotive Paint and Supply Co.
        3491 NW 79th Street
        Miami, FL 33147

Bankruptcy Case No.: 12-33773

Chapter 11 Petition Date: October 2, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Michael D. Seese, Esq.
                  1 E Broward Blvd #1010
                  Fort Lauderdale, FL 33301
                  Tel: (954) 467-7900
                  Fax: (954) 467-1024
                  E-mail: mseese@hinshawlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/flsb12-33773.pdf

The petition was signed by Giovanni Savo, director.


MF GLOBAL: ConocoPhillips Dispute Goes to District Court
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ConocoPhillips Co. may learn from a U.S. district
court judge in December whether it will escape the liquidation of
commodity broker MF Global Inc. without losses suffered by other
customers.

According to the report, U.S. District Judge Katherine B. Forrest
in Manhattan agreed Oct. 4 with ConocoPhillips that a dispute over
$205 million in letters of credit posted by the oil producer must
be decided in her court, not by a bankruptcy judge.  She told both
sides to submit all briefs by Dec. 3 so she can hear oral
arguments on Dec. 19.  ConocoPhillips, based in Houston, was one
of nine MF Global customers allowed to post letters of credit
rather than cash as margin for their trading accounts.  James
Giddens, the commodity brokerage's liquidator, has said customers
may face a $1.6 billion gap in those accounts.

The report notes that, had ConocoPhillips posted cash, it would
only be entitled to receive the same percentage in distributions
as other customers.  Because all of ConocoPhillips's letters of
credit expired after bankruptcy without being drawn, the company
argued that they should be canceled, sparing it from losses.

The report relates that Mr. Giddens has objected to
ConocoPhillips's claim, citing a U.S. Commodity Futures Trading
Commission regulation that says "proceeds" of letters of credit
must be treated the same as other forms of customer collateral,
such as cash.  A victory by Mr. Giddens might eventually require
ConocoPhillips to write a check to the trustee, Forrest said in
her 19-page opinion. She didn't say how she might rule.

                         CFTC Authority

The Bloomberg report discloses that Judge Forrest said the dispute
must be resolved in district court because it involves non-
bankruptcy law, particularly the Commodity Exchange Act.  The case
also deals with the question of whether the CFTC exceeded its
authority in regulating bank letters of credit, she said.  The
brokerage and its parent company, MF Global Holdings Ltd., went
into separate bankruptcies on Oct. 31.  The parent is under
control of a Chapter 11 trustee, while the broker is overseen by
Giddens, who was selected by the Securities Investor Protection
Corp.

Conoco's motion to remove the claim dispute to district court is
In re MF Global Inc., 12-cv-06014, U.S. District Court, Southern
District of New York (Manhattan).

                          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.


MIT HOLDING: Had $336,600 Net Loss in Second Quarter
----------------------------------------------------
MIT Holding, Inc., filed on Oct. 2, 2012, its quarterly report on
Form 10-Q for the three months ended June 30, 2012.  The financial
statements are unaudited and unreviewed.

The Company reported a net loss of $336,676 on $930,071 of
revenues for the three months ended June 30, 2012, compared with a
net loss of $444,874 on $6.5 million of revenues for the same
period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $512,790 on $2.1 million of revenues, compared with a net loss
of $1.0 million on $11.6 million of revenues for the same period
of 2011.

The decrease in consolidated revenues for the period reflects the
removal of MITRX revenues of $4.8 million and $8.4 million of new
revenue for the company in 2011 for the three months and six
months ended June 30, 2011, respectively.

The Company's balance sheet at June 30, 2012, showed $1.2 million
in total assets, $4.1 million in total liabilities, and a
stockholders' deficit of $2.9 million.

At June 30, 2012, the Company had negative working capital of
$2.0 million.  From inception, the Company has incurred an
accumulated deficit of $10.6 million.  "These factors raise
substantial doubt as to the Company's ability to continue as a
going concern."

A copy of the Form 10-Q is available at http://is.gd/tT6lHJ

MIT Holding, Inc., distributes wholesale pharmaceuticals,
administers intravenous infusions, operates an ambulatory center
where therapies are administered and sells and rents home medical
equipment.


MOMENTIVE PERFORMANCE: Extends Supply Agreement With Unimin
-----------------------------------------------------------
Momentive Performance Materials Quartz, Inc., Momentive
Performance Materials Inc.'s wholly-owned subsidiary, entered into
a Fourth Extension and Amendment, effective as of Oct. 1, 2012, to
the Quartz Sand Products Purchase Agreement, as amended to date,
by and between Unimin Corporation and MPM Quartz.  The Amendment
extends the term of the Supply Agreement from Sept. 30, 2012, to
Dec. 31, 2012, subject to the early termination provisions
therein.  The parties continue to negotiate the terms of a new
long-term supply agreement.  A copy of the Fourth Extension
Agreement is available for free at:

                        http://is.gd/BgTZlm

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was
$42 million.

The Company's balance sheet at June 30, 2012, showed $3.02 billion
in total assets, $3.92 billion in total liabilities, and a
$901 million total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MORGAN INDUSTRIES: Marlow Acquisitions, et al., OK'd to Buy Assets
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Morgan Industries Corporation's debtor-affiliates to
sell substantially all assets pursuant to the terms of the asset
purchase agreement; and assume and assign the executory contracts
and unexpired leases.

Pursuant to the APA dated July 19, 2012, between Marlow
Acquisitions, LLC, and debtor-affiliates Hunter Marine
Corporation, Luhrs Corporation, and Mainship Corporation, Marlow
will buy substantially all assets of Hunter and certain assets of
Mainship and Luhrs for $1,945,000.  There'll be no assumption of
liabilities.

The Debtors conducted a formal auction in which qualified bidders
were invited to participate.  After the auction, the Debtors, in
consultation with the Creditors' Committee and Bank of America,
N.A, deemed the bid for the Lot 1 Purchased Assets submitted by
Marlow Acquisitions to be the bid most likely to maximize the
value of distributable proceeds to the Debtors' stakeholders.  The
Debtors further deemed the bid for the Lot 1 Purchased Assets
submitted by Tiger International Management Inc., as the Lot 1
back-up bidder.

Additionally, the Debtors, in consultation with the Creditors'
Committee and BOA, deemed the bid for certain items of tangible
personal property owned by Silverton Marine Corporation, Luhrs
Corporation, Mainship Corporation and Ovation Yachts Corporation
including, without limitation, machinery and equipment submitted
by Hilco Industrial, LLC, to be the bid most likely to maximize
the value of distributable proceeds to the Debtors' stakeholders.
The Debtors further deemed the bid for the Lot 2 Purchased Assets
submitted by Tiger Remarketing Services as the Lot 2 back-up
bidder.

A copy of the assets purchase agreements are available for free at
http://bankrupt.com/misc/MORGANINDUSTRIES_sale_order_APA.pdf

As reported in the Troubled Company Reporter on Aug. 16, 2012, the
Debtors and the Official Committee of Unsecured Creditors had
filed a plan of liquidation which does not contemplate the
continuation of the Debtors' businesses.  The Debtors have
substantially completed liquidating most, if not all, of their
operating assets.

The Debtors said the Plan contemplates establishment of a
liquidating trust to be administered by a trustee.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

The Debtors disclosed $53 million in total assets and $80 million
in total liabilities as of the Chapter 11 filing.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.

The Debtors have filed a plan of liquidation with the Official
Committee of Unsecured Creditors as co-proponent.  The Plan is a
liquidating plan and does not contemplate the continuation of the
Debtors' businesses.  The Debtors have substantially completed
liquidating most, if not all, of their operating assets.


NET ELEMENT: Mike Zoi Ceases to Own Common Shares
-------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mike Zoi and his affiliates disclosed that as
of Sept. 28, 2012, they do not beneficially own any shares of
common stock of Net Element, Inc.  Mr. Zoi previously reported
beneficial ownershp of 940,987,015 common shares or a 93.3% equity
stake as of April 20, 2012.

On June 12, 2012, Net Element and Cazador Acquisition Corporation
Ltd., entered into an Agreement and Plan of Merger.  On Oct. 2,
2012, the parties closed the transactions contemplated by the
Merger Agreement and Net Element merged with and into Cazador,
resulting in the Company ceasing to exist and Cazador continuing
as the surviving company in the Merger.  Immediately prior to
consummation of the Merger, Cazador re-domesticated and converted
into a Delaware corporation.

In connection with the Merger, Cazador changed its name to Net
Element International, Inc.  At the effective time of the Merger,
each share of common stock of the Company issued and outstanding
immediately prior to the effective time of the Merger was
cancelled and converted into the right to receive 1/40 (or 0.025)
of a share of common stock of NEI.  On Oct. 3, 2012, NEI's common
stock is expected to begin trading on The Nasdaq Capital Market
under the trading symbol "NETE."

In connection with the closing of the Merger, on Sept. 28, 2012,
the Reporting Persons entered into a Termination of Shareholder
Rights Agreement with Mark Global Corporation, Kenges Rakishev and
the Company.  Pursuant to the Termination Agreement, that certain
Shareholder Rights Agreement, dated as of Feb. 24, 2012, among the
Reporting Persons, Mark Global Corporation, Kenges Rakishev and
the Issuer, was terminated effective as of Oct. 2, 2012.

A copy of the filing is available for free at:

                        http://is.gd/sIK9JI

                         About Net Element

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

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

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

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


NEWPAGE CORP: Wants Until Oct. 17 to File Disclosure Statement
--------------------------------------------------------------
NewPage Corporation, et al., ask, in an amended motion, the U.S.
Bankruptcy Court for the District of Delaware to extend until
Oct. 17, 2012, the period to file a disclosure statement
explaining the proposed chapter 11 plan.

According to the Debtors, the parties participating in the
mediation have made a substantial progress and the Debtors are in
the midst of preparing an amended plan and disclosure statement to
reflect the progress.

The Debtor notes that on Aug. 14, 2012, the Court appointed the
Hon. Robert D. Drain as mediator to assist in resolving certain
issues and impediments relating to the formulation and
confirmation of a plan.

The Debtors have moved to extend their exclusive period to file
and solicit acceptances for the proposed plan until Jan. 2, 2013,
and Feb. 28, respectively.

A hearing on Oct. 16, at 2 p.m., has been set.  Objections, if
any, are due Oct. 9, at 4 p.m.

The Debtor filed their plan on Aug. 13, 2012.  The Debtors related
that they will file their disclosure statement after the
mediation.

That Debtor filed a plan that satisfied neither the secured nor
the unsecured faction.  The bankruptcy judge responded by
appointing a mediator.

The plan NewPage filed in August contains an option under which
there would be settlement of claims by the unsecured creditors'
committee challenging the validity of liens held by first-lien
lenders.  Alternatively, the plan would forgo settlement, allowing
a lawsuit on lien validity to continue after the company exits
Chapter 11.  NewPage has consistently said that unsecured
creditors are "hopelessly out of the money" and there is no theory
under which success in a suit would bring them a dividend under a
Chapter 11 plan.  The official committee contends that the lenders
financed an acquisition in 2007 and a refinancing two years later
that included fraudulent transfers.

                        About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.


NEXTWAVE WIRELESS: Stockholders Approve Merger with AT&T
--------------------------------------------------------
NextWave Wireless Inc.'s stockholders adopted the Agreement and
Plan of Merger, dated as of Aug. 1, 2012, by and among the
Company, AT&T Inc. and its direct wholly owned subsidiary, Rodeo
Acquisition Sub Inc.  In addition, the Company's stockholders
approved, by a non-binding advisory vote, compensation
arrangements with, and payable to, the Company's named executive
officers in connection with the anticipated merger.

Closing of the transactions contemplated by the Merger Agreement
remains subject to customary closing conditions, including
approval of the Federal Communications Commission.

                      About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
a significant wireless spectrum portfolio.  Its continuing
operations are focused on the management of its wireless spectrum
interests.  Total domestic spectrum holdings consist of
approximately 3.9 billion MHz POPs.  Its international spectrum
included in continuing operations include 2.3 GHz licenses in
Canada with 15 million POPs covered by 30 MHz of spectrum.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2011, Ernst & Young, said, "The
Company has incurred recurring operating losses and has a working
capital deficiency, primarily comprised of the current portion of
long term obligations of $142.0 million at Dec. 31, 2011, that
is associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

The Company's balance sheet at June 30, 2012, showed
$451.16 million in total assets, $1.20 billion in total
liabilities, and a $754.57 million total stockholders' deficit.

                         Bankruptcy Warning

As of June 30, 2012, the aggregate principal amount of the
Company's secured indebtedness was $1,103.1 million.  This amount
includes the Company's Senior Notes with an aggregate principal
amount of $148.1 million, the Company's Second Lien Notes with an
aggregate principal amount of $207.9 million and the Company's
Third Lien Notes with an aggregate principal amount of $747.1
million.  The Company's current cash reserves are not sufficient
to meet its payment obligations under its secured notes at their
current maturity dates.  Additionally, the Company may not be able
to consummate sales of the Company's wireless spectrum assets
yielding sufficient proceeds to retire this indebtedness at the
current scheduled maturity dates.  If the Company is unable to
further extend the maturity of its secured notes, or identify and
successfully implement alternative financing to repay its secured
notes, the holders of the Company's Notes could proceed against
the assets pledged to collateralize these obligations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  Insufficient capital to repay the
Company's debt at maturity would significantly restrict the
Company's ability to operate and could cause the Company to seek
relief through a filing in the United States Bankruptcy Court.


NEXSTAR BROADCASTING: Amends Senior Credit Facilities
-----------------------------------------------------
Nexstar Broadcasting, Inc., an indirect wholly-owned subsidiary of
Nexstar Broadcasting Group, Inc., and Mission Broadcasting, Inc.
entered into amendments to each of their senior secured credit
facilities on Sept. 27, 2012.

The amendments, among other things, (i) limit the annual purchase
consideration paid for all acquisitions by Nexstar and Mission to
not exceed $30,000,000 if the consolidated total leverage ratio is
equal to or greater than 7.50 to 1.00 immediately after giving
effect to that transaction, (ii) limit the annual purchase
consideration paid for all acquisitions by Nexstar and Mission to
not exceed $50,000,000 if the consolidated total leverage ratio is
less than 7.50 to 1.00 after giving effect to that transaction,
and (iii) limit the aggregate cumulative consideration paid for
all acquisitions by Nexstar and Mission to not exceed $75,000,000
for the period commencing on April 19, 2010, through any date of
any such proposed acquisitions.

Copies of the Amendments are available for free at:

                        http://is.gd/JHwBNA
                        http://is.gd/thVRly

                About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $566.34
million in total assets, $736.93 million in total liabilities and
a $170.58 million total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


OCEANSIDE YACHT: BB&T Settlement Prompts Case Dismissal
-------------------------------------------------------
Oceanside Yacht Club Development, Inc. filed a motion in August
asking the U.S. Bankruptcy Court to dismiss its chapter 11 case.

The Debtor's largest creditor is BB&T.  The Debtor has reached a
tentative global settlement with BB&T which address the repayment
of BB&T claims.  According to court papers filed Aug. 24, counsel
for the Debtor and BB&T are working to draft and finalize the
appropriate the settlement documents.  One of the terms of the
settlement is that the Debtor seeks dismissal of its bankruptcy
case within 30 days of the execution of the settlement agreement.

The terms of the settlement will provide for payment of unsecured
claims in the case that are properly payable by the Debtor.

The Debtor wishes to dismiss its chapter 11 case to finalize its
settlement with BB&T.

Prior to seeking dismissal of the case, Oceanside Yacht Club
Development sought and obtained Bankruptcy Court approval to
employ Trawick H. Stubbs, Jr. and Stubbs & Perdue, P.A., as
counsel.

                    About Oceanside Yacht Club

Oceanside Yacht Club Development, Inc., fdba Shores Development
Inc., owns 32 boat slips at a marina known as The Shores at
Spooners Creek, located in Morehead City, Carteret County, North
Carolina.  The slips are available for sale or rental on a month-
to-month basis.  Oceanside Yacht Club filed for Chapter 11
bankruptcy (Bankr. E.D.N.C. Case No. 12-04824) on July 2, 2012.
It scheduled $23,979,592 in assets and $30,227,643 in liabilities.

Judge Stephani W. Humrickhouse oversees the Debtor's case.  Laurie
B. Biggs, Esq., and Trawick H. Stubbs, Jr., Esq., at Stubbs &
Perdue, P.A., serve as Chapter 11 counsel.

The Bankruptcy Administrator stated that it was unable to form
unsecured creditors' committee.


OMEGA NAVIGATION: Creditors Allowed to Search for Buyer
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Omega Navigation Enterprises Inc. were
authorized by the bankruptcy judge to search for a buyer to take
the petroleum-tanker owner away from the current owner.

According to the report, Omega filed a Chapter 11 reorganization
plan drawing objection from the unsecured creditors' committee and
junior secured lenders.  The committee filed papers in U.S.
Bankruptcy Court in Houston seeking authority to negotiate with a
third party to buy the operation and sponsor an alternative
reorganization.  Although the bankruptcy judge didn't permit the
committee to propose a competing plan, she did allow the creditor
panel to search for a buyer or investor, using confidential
information given proper safeguards.  The committee is required to
disclose the identity of potential buyers to the company and the
lenders.

The report relates that the lenders and the creditors both contend
the company's plan violates bankruptcy law and can't be approved.
Filed in August, the company plan would be funded partly with a
new investment of about $2.5 million by an entity related to
George Kassiot is, the chief executive officer.  In return, his
company would receive all the new stock.  Junior secured lenders
could buy one-third of the new equity if they too make new
contributions.  The committee faulted the company for not testing
the market to learn whether the current owner's new investment
would be large enough to justify retaining the equity.  A hearing
to approve disclosure materials explaining the company's plan was
on the court's Oct. 1 calendar.  It was postponed until Oct. 15.

                      About Omega Navigation

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

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

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a $242.7 million loan.  The lenders include Bank
of Scotland and Dresdner Bank AG.  The ships are encumbered with
$36.2 million in second mortgages with NIBC Bank NV as agent.
Before bankruptcy, Omega sued the senior bank lenders in Greece
contending they violated an agreement to grant a three year
extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

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

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


PEGASUS RURAL: Xanadoo Units' Plan Set for Confirmation
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankrupt subsidiaries of Xanadoo Co. won approval of
disclosure materials explaining the companies' Chapter 11 plan.

According to the report, the U.S. Bankruptcy Court in Delaware
scheduled a confirmation hearing on Nov. 19 to consider approval
of the plan.  The revised reorganization plan filed in late August
held little resemblance to the prediction the company made early
this year that Chapter 11 would pay all secured and unsecured
creditors in full, with interest.  The approved disclosure
statement tells unsecured creditors why they will receive nothing
under the plan: Sales of the frequency spectrum didn't attract
outside bidders at hoped-for prices.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

The Court denied a motion by the secured noteholders to dismiss
the Chapter 11 case and appoint a Chapter 11 trustee.

The companies filed a proposed reorganization plan in February
predicting sale of licenses in the 700 megahertz spectrum would
pay all secured and unsecured creditors in full, with interest.
In a separate filing, the companies said the assets will be turned
over to secured lenders if there is neither a lender nor a buyer
to finance a plan.  The plan will be funded either by a new loan
or by selling the business and the assets.

No committee or trustee has been appointed in these cases.


PEREGRINE FINANCIAL: Trustee Turns to Forex Accounts
----------------------------------------------------
Jacob Bunge at Dow Jones' Daily Bankruptcy Review reports that the
trustee unwinding Peregrine Financial Group Inc. aims to next
focus on the claims of currency-trading customers of the failed
brokerage firm, as some futures accountholders are due to get back
funds in the coming days.

                     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.


PEREGRINE FINANCIAL: Court Accepts CEO's Guilty Plea
----------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that U.S. District
Judge Linda Reade on Wednesday accepted a guilty plea from
embattled Peregrine Financial Group Inc. CEO Russell Wasendorf Sr.
over his role in a $100 million embezzlement scheme.

Bankruptcy Law360 says Judge Reade accepted a September report by
U.S. Magistrate Judge John S. Scoles, who had recommended that
Wasendorf's guilty plea be accepted.

                     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.


PETCO HOLDINGS: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Petco Holdings Inc., the direct parent of Petco
Animal Supplies Inc.

"At the same time, we assigned a 'CCC+' issue-level rating with a
'6' recovery rating to Petco Holdings' $550 million senior secured
pay-in-kind (PIK) option notes," S&P said.

"Concurrently, we affirmed all existing ratings on Petco Animal
Supplies, including our 'B' corporate credit rating," S&P said.

"Although the proposed debt-financed dividend leads to a moderate
deterioration of credit profile for Petco, our anticipation of
good profitability gains provides cushion that supports the
increased debt leverage," said Standard & Poor's credit analyst
Mariola Borysiak.

The company plans to use proceeds from the proposed notes,
together with $75 million of cash from balance sheet, to fund an
approximately $603 million dividend to its shareholders.

"The corporate credit rating on Petco reflects our assessment that
the company's business risk profile will remain 'fair' and its
financial risk profile will remain 'highly leveraged,'" S&P said.

"The fair business risk profile reflects its position as the
second-largest specialty pet goods retailer (after PetSmart), in a
very fragmented industry. Petco's focus on convenience, product
diversification, and customer service enabled it to gain market
share from traditional supermarkets and discounters. However, we
believe the industry remains highly competitive and online players
are increasing their presence by offering convenience, competitive
products, and attractive pricing. Although Petco's e-commerce
segment continues to strengthen, it still represents a small
portion of the company's business and online competition could
hamper its current strong growth trend over the next couple of
years," S&P said.

"We assess Petco's financial risk profile as highly leveraged. The
proposed debt financed dividend results in a moderate
deterioration of credit protection measures for the company. Pro
forma for the transaction, total debt to EBITDA increases to 7.2x
at July 28, 2012 from 6.1x before, and EBITDA coverage of interest
weakens to 1.9x on a pro forma basis, from 2.2x at July 28, 2012.
Funds from operations to total debt ratio also weakens to about
10.5% from about 12.8% before the debt addition," S&P said.


PONCE DE LEON: Luis E. Vallejo Approved as Real Estate Appraiser
----------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the Bankruptcy Court for
the District of Puerto Rico authorized Ponce De Leon 1403 Inc., to
employ Luis E. Vallejo as real estate appraiser.  To the best of
the Debtor's knowledge, Mr. Vallejo is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                      About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease.  The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between US$10 million and US$50 million.

Carmen Conde Torres, Esq., at C. Conde & Assoc., in Old San Juan,
Puerto Rico, represents the Debtor as counsel.

U.S. Bankruptcy Court for the District of Puerto Rico has
granted Ponce De Leon 1403 Inc. permission to employ Doris Barroso
Vicens as accountant, with compensation to be paid in such amounts
as may be allowed by the Court.


POSITIVEID CORP: Scott Silverman Discloses 10.6% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Scott R. Silverman disclosed that as of
Aug. 1, 2012, he beneficially owns 18,924,771 shares of common
stock of PositiveID Corporation representing 10.6% of the shares
outstanding.  R & R Consulting Partners, LLC, beneficially owns
3,335,008 common shares as of August 1.

Mr. Silverman previously reported beneficial ownership of
26,612,271 common shares or a 24% equity stake as of June 30,
2012.

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

                       http://is.gd/9PhW0Y

                        About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

EisnerAmper LLP, in New York, expressed substantial doubt about
PositiveID's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has a working capital
deficiency and an accumulated deficit.  "Additionally, the Company
has incurred operating losses since its inception and expects
operating losses to continue during 2012.

The Company's balance sheet at June 30, 2012, showed $3.18 million
in total assets, $5.58 million in total liabilities, all current,
and a $2.39 million total stockholders' deficit.


POTOMAC SUPPLY: Hearing on Case Dismissal Continued Until Oct. 5
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
according to Potomac Supply Corporation's case docket, continued
until Oct. 5, 2012, at 10 a.m., the requests

   -- to convert/dismiss the Debtors' case or appoint a
      liquidating trustee;

   -- for exclusivity extensions; and

   -- for relief from stay filed by Regions Bank.

                 About Potomac Supply Corporation

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr., presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serves as the Debtor's bankruptcy counsel.
LeClairRyan P.C. is representing the Official Committee of
Unsecured Creditors.


PRECISION OPTICS: Receives $2.5 Million from Units Offering
-----------------------------------------------------------
Precision Optics Corporation, Inc., closed on agreements with
accredited investors for the sale and purchase of units consisting
of an aggregate of (i) 2,777,795 shares of the Company's common
stock, and (ii) warrants to purchase an aggregate of 1,944,475
shares of common stock, at a per unit price of $0.90.

Each unit consisted of one share of common stock and 70% warrant
coverage. The warrants have an exercise price of $1.25 per share,
subject to adjustment and a call provision if certain market price
targets are reached, will expire five years from Sept. 28, 2012,
and are exercisable in whole or in part, at any time prior to
expiration.  Certain directors and officers participated in the
offering and purchased a total aggregate amount of approximately
$80,000 of units in the offering.

The Company received $2.5 million in gross proceeds from the
offering.  The Company retained Loewen, Ondaatje, McCutcheon USA
LTD as the exclusive placement agent for the offering.  In
addition to the payment of certain cash fees upon closing of the
offering, the Company issued a warrant to the placement agent to
purchase up to 194,446 shares of common stock on substantially
similar terms to the warrants issued in the offering, except that
the placement agent warrant has an exercise price of $0.95 per
share.

The Company anticipates using the net proceeds from the offering
to fund start-up costs associated with its previously-announced
order for micro endoscopes as well as other recently received
orders for new products in addition to working capital needs and
for general corporate purposes.

In conjunction with the offering, the Company also entered into a
registration rights agreement dated Sept. 28, 2012, with the
Investors, whereby the Company is obligated to file a registration
statement with the Securities and Exchange Commission on or before
30 calendar days after Sept. 28, 2012, to register the resale by
the Investors of the 2,777,795 shares of the common stock
purchased in the offering, and the 1,944,475 shares of common
stock underlying the warrants purchased in the offering.  If a
registration statement covering the securities is not filed with
the SEC prior to the 30th day filing deadline, the Company will
have to pay an amount equal to 1.0% of the aggregate amount
invested by each Investor each month as liquidated damages,
subject to certain conditions.  The Company is also obligated to
use all commercially reasonable efforts to have the registration
statement declared effective by the SEC within 60 days after the
registration statement is filed, or 90 days if the Company
receives comments on the registration statement from the SEC.  If
there is not an effective registration statement in place by the
60th day after the Filing Deadline, or the 90th day after the
Filing Deadline if the Company receives comments from the SEC, the
Company will have to pay an amount equal to 1.0% of the aggregate
amount invested by each Investor each month as liquidated damages,
subject to certain conditions.

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in
Westborough, Mass., expressed substantial doubt about Precision
Optics' ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2010.  The
independent auditors noted that the Company has suffered recurring
net losses and negative cash flows from operations.  Stowe &
Degon's 2011 audit report did not include a going concern
qualification.

The Company reported a net loss of $1.05 million for the fiscal
year ended June 30, 2011, compared with a net loss of $660,882 in
the preceding year.

The Company's balance sheet at March 31, 2012, showed $1.33
million in total assets, $625,967 in total liabilities, all
current, and $713,601 in total stockholders' equity.


PURCHASING INCENTIVES: Case Summary & 20 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Purchasing Incentives, LLC
        P.O. Box 118
        Pearl River, LA 70452

Bankruptcy Case No.: 12-12930

Chapter 11 Petition Date: October 2, 2012

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Phillip K. Wallace, Esq.
                  PHILLIP K. WALLACE, PLC
                  2027 Jefferson Street
                  Mandeville, LA 70448
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823
                  E-mail: PhilKWall@aol.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 together with the petition is available for free at
http://bankrupt.com/misc/laeb12-12930.pdf

The petition was signed by Doug Heitmeier, managing member.


QUEBECOR MEDIA: S&P Rates $1.35-Bil. Senior Unsecured Notes 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its debt issue and
recovery ratings to Montreal-based diversified communications and
media company Quebecor Media Inc.'s (QMI) proposed $1.35 billion
aggregate amount of senior unsecured notes due 2023. These
obligations comprise a US$850 million tranche and a C$500 million
tranche. "We rate the notes 'B+' (two notches below the corporate
credit rating on QMI), with a recovery rating of '6', indicating
lenders can expect negligible (0%-10%) recovery in the event of
default," S&P said.

The notes and the guarantees are senior unsecured obligations of
QMI, ranking equally with all existing and future unsecured
unsubordinated debt of the company.

Net proceeds from the proposed $1.35 billion notes offering will
be used to fund a C$1 billion share buyback from Caisse de depot
et placement du Quebec (AAA/Stable/A-1+), and for partial
redemption of the 2016 notes.

"The ratings on QMI reflect the credit risk profile of the company
and its consolidated subsidiaries, including 100%-owned Videotron
Ltee, the largest cable operator in Quebec and third-largest in
Canada; and 100%-owned Sun Media Corp., the largest newspaper
publisher in Canada," said Standard & Poor's credit analyst Madhav
Hari.

The ratings on Videotron are equalized with those on parent QMI as
per Standard & Poor's corporate ratings criteria.

RATINGS LIST
Quebecor Media Inc.
Corporate credit rating              BB/Stable/--

Rating Assigned
US$850 mil. senior unsecured notes   B+
Recovery rating                     6
C$500 ml. senior unsecured notes     B+
Recovery rating                     6


RCR PLUMBING: Can Hire Tiger Remarketing Services as Auctioneer
---------------------------------------------------------------
Judge Wayne E. Johnson has authorized RCR Plumbing and Mechanical
Inc. to employ Tiger Remarketing Services as auctioneer for its
real estate property.

To the best of the Debtor's knowledge, Tiger Remarketing Services
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. at Weiland, Golden, Smiley et al., serve as the
Debtor's counsel.  Sidley Austin LLP as its special labor and
employment counsel BSW & Associates as financial advisor.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.

The Official Committee of Unsecured Creditors tapped Venable LLP
as its counsel.


RITE AID: Extends Supply Agreement with McKesson Until 2016
-----------------------------------------------------------
Rite Aid Corporation and McKesson Corporation entered into a Sixth
Amendment to that certain Supply Agreement, dated Dec. 22, 2003,
for the supply by McKesson to the Company of prescription drugs
and other health and beauty care products and the provision of
related services.

The Agreement generally requires the Company to purchase from
McKesson all of the Company's requirements for brand name
prescription drugs, as well as some generic prescription drugs,
for Company purchases for warehouse delivery.  The Agreement also
generally requires the Company to purchase from McKesson all of
the Company's requirements for prescription drugs for Company
purchases for direct store delivery.

Pursuant to the Sixth Amendment, the term of the Agreement has
been extended to March 31, 2016, subject to earlier termination
under certain circumstances.  The Sixth Amendment also amends
certain pricing and related terms.  Pricing of prescription drugs
under the Agreement, as amended by the Sixth Amendment, continues
to be generally based on published wholesale acquisition cost,
less certain discounts, rebates and other adjustments that vary
with the type of products being purchased and services provided.

                       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.

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.

                           *     *     *

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.


ROSETTA GENOMICS: Launches miRview Mets in U.S. Market
------------------------------------------------------
Rosetta Genomics Ltd. and Precision Therapeutics, Inc., announced
the commercial launch of the miRview mets2 assay in the U.S.
oncology market.

miRview mets2, Rosetta Genomics' flagship product, is an
innovative diagnostic tool for clinicians in the evaluation of
their Cancer of Unknown/Uncertain Primary (CUP) patients.  Rosetta
and PTI will be co-promoting the product in the U.S. and active
promotion by both companies has commenced.

"We are excited to launch our co-promotional activities with PTI
as we are confident that our combined efforts will make our
miRview mets2 assay more broadly available to the 200,000 patients
diagnosed with CUP each year in the U.S.  The accurate diagnosis
of the tumor of origin is increasingly important as newly
developed therapeutics are tumor-specific, and the swift and
accurate identification of the primary tumor site allows
physicians to develop optimal treatment plans," stated Kenneth A.
Berlin, President and Chief Executive Officer of Rosetta Genomics.
"With the recent favorable Medicare coverage decision for miRview
mets2, the time is right to embark upon a targeted and active
promotional campaign, and we believe that these efforts will drive
market adoption and advance the commercial success of Rosetta."

"We are especially pleased to be marketing the miRview mets2 assay
and are confident that our experienced oncology sales team will
enhance the assay's reach and access to physicians who diagnose
cancer and who treat CUP patients, including pathologists and
oncologists," stated Sean McDonald, President and Chief Executive
Officer of Precision Therapeutics.  "We have spent the past weeks
training our team on the clinical merits of this best-in-class CUP
assay that provides greater accuracy in identifying these
difficult-to-diagnose tumors of unknown or uncertain origin.  Data
from external validation studies and five peer-reviewed
publications relating to the miRview mets2 assay speak to the
strong underlying clinical and analytical data supporting its
utility in these cases."

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed $7.67 million
in total assets, $3.95 million in total liabilities and $3.71
million in total shareholders' equity.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States."


ROYALE COUNTRY: Case Summary & Unsecured Creditor
-------------------------------------------------
Debtor: Royale Country Club, Inc.
        1712 N. Frazier, Ste 201-A
        Conroe, TX 77301

Bankruptcy Case No.: 12-37441

Chapter 11 Petition Date: October 2, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

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

Scheduled Assets: $1,550,301

Scheduled Liabilities: $790,649

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Texas State Comptroller   Sales Taxes            $37,249
Bankruptcy - Coll. Div.
PO Box 12548
Austin, TX 78711-2548

The petition was signed by Jimmy Briscoe, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Jimmy Briscoe                          12-36408   08/30/12


RURAL/METRO CORP: S&P Revises Outlook on 'B' CCR to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Scottsdale, Ariz.-based Rural/Metro Corp. to negative.

"The revision reflects weaker earnings and cash flow, prompting
higher borrowings on its revolving credit and leading to very weak
debt protection measures," said Standard & Poor's credit analyst
Lucy Patricola.

"We had expected these measures to improve. The revision is also
based on ongoing cash outflows resulting from weaker earnings,
prolonged AR collection, and higher capital spending than
anticipated. We also revised our liquidity assessment to 'less
than adequate,' reflecting cash outflows and prospects for
diminished covenant headroom," S&P said.

"The rating reflects a 'highly leveraged' financial risk profile
(according to our criteria). This is attributable to thin cash
flows and very high debt to EBITDA in excess of 7x. Additionally,
bank-defined EBITDA will not add back the addition of reserves to
cover uncollectible receivables, adversely affecting cushions
against covenants. The rating also reflects a 'weak' business risk
profile, given its narrow market focus providing emergency
transport and limited geographic operation. Rural/Metro is a
national emergency transport provider, with some concentration in
California and the Southwest," S&P said.


RYAN INT'L: Taps Plante & Moran to Provide Tax Consulting Services
------------------------------------------------------------------
Ryan International Airlines, Inc., et al., ask the U.S. Bankruptcy
Court for the Northern District of Illinois for permission to
employ Plante & Moran PLLC to provide certain tax consulting
services to the Debtors.

In addition, P&M has previously provided income tax services for
the two primary shareholders, Ron Swenson and Gerald weber, and
trust services for several Swenson or Weber family trusts.

P&M's services include:

   -- Assignment 1 services: conducting an analysis of the state
      composite income tax ramifications to Rubloff Ryan, LLC.

   -- Assignment 2 services: preparing tax returns for the year
      ended Dec. 31, 2012, for Rubloff Ryan, LLC doing business as
      Ryan International, Inc., and other related Debtor entities.

P&M's analysis will include a comprehensive review of the
composite requirements of the 5-7 states with the highest
apportioned income and a comparison between the tax impact on a
composite basis to that when filed by the individual shareholders.

P&M has advised the Debtors that P&M's estimate of its fee for
the: (i) Assignment 1 Services is $85,000, plus all reasonable and
necessary travel and out-of-pocket costs incurred; and (ii)
Assignment 2 Services is $125,000, plus all reasonable and
necessary travel and out-of-pocket costs incurred.

Prior to the Petition Date, the Debtors paid P&M a $100,000
retainer for postpetition tax services.

The hourly rates of P&M personnel are:

         Partner                  $300 - $450
         Manager                  $200 - $300
         In-Charge                $150 - $200
         Staff                    $100 - $150

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

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.

The Bankruptcy Court later dismissed the Chapter 11 proceeding of
Ryan 763K, a debtor-affiliate of Ryan International.


S.C. FRANKS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: S.C. Franks Chapel of Remembrance, Inc.
        715 Augusta St.
        Greenville, SC 29605

Bankruptcy Case No.: 12-06096

Chapter 11 Petition Date: September 29, 2012

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert A. Pohl, Esq.
                  POHL, P.A.
                  P.O. Box 27290
                  Greenville, SC 29616
                  Tel: (864) 361-4827
                  Fax: (864) 558-5291
                  E-mail: robert@pohlpa.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 together with the petition is available for free at
http://bankrupt.com/misc/scb12-06096.pdf

The petition was signed by Ulrick A. Thompson, president.


SAGAMORE PARTNERS: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Sagamore Partners, Ltd., filed with the U.S. Bankruptcy Court for
the Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $57,500,000
  B. Personal Property           $10,463,210
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $31,500,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $461,907
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $20,098,955
                                 -----------      -----------
        TOTAL                    $67,963,210      $52,060,862

A copy of the schedules is available for free at
http://bankrupt.com/misc/SAGAMORE_PARTNERS_sal.pdf

                     About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  The petition was signed by Martin W. Taplin, Pres of
Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC,
general partner.


SAHARA TOWNE: Hires Charles E. Jack as Appraiser
------------------------------------------------
Sahara Towne Square, LLC, asks the U.S. Bankruptcy Court to employ
Charles E. Jack IV, MAI as appraiser.

Charles E. Jack IV, MAI attests the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm will, among other things:

    a. perform an appraisal with a full DCF/Argus on 2520 and 2650
       South Maryland Parkway, Las Vegas, Nevada (APNs 162-11-1-1-
       001 and 005); and

    b. testify at the plan confirmation hearing, if necessary, as
       expert witness.

Charles E. Jack IV, MAI, will be paid a flat fee of $5,500.

                  About Sahara Towne Square

Sahara Towne Square, LLC, filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 12-12537) in its hometown in Las Vegas on March 7,
2012.  Sahara Towne, which claims to be a Single Asset Real Estate
under 11 U.S.C. Sec. 101(51B), disclosed $13.79 million in total
assets and $9.59 million in total liabilities in its schedules.

The Debtor says it owns a property located at 2520 & 2650 S.
Maryland Parkway, in Las Vegas, worth $13.27 million in assets.
The property serves as collateral for a $9.58 million debt to U.S.
Bank National Association.  Real Estate Assets Management, LLC, is
the property manager for the properties.

The Debtor has obtained approval to hire Marquis Aurbach Coffing
as counsel and Flangas McMillan Law Group as special counsel.

U.S. Bank National Association, as Trustee for the Registered
Holders of Bank of America, N.A.-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 200I-3, is represented in the case by Robert
R. Kinas, Esq., Nishat Baig, Esq., and Blakeley E. Griffith, Esq.,
at Snell & Wilmer L.L.P.


SAHARA TOWNE: Hires Kenneth Funsten as Plan Expert Witness
----------------------------------------------------------
Sahara Towne Square, LLC, asks the U.S. Bankruptcy Court to employ
Kenneth Funsten, CFA, of FamCO Advisory Services as an expert
witness.

Kenneth Funsten, CFA attests the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

The firm will, among other things, provide these services:

   a. provide report of expert opinion as to appropriate interest
      rate, feasibility, and other plan confirmation issues; and

   b. testify at Plan Confirmation, if necessary, as expert
      witness.

Mr. Funsten will be paid on an hourly basis.  Mr. Funsten has
requested an initial retainer of $18,000.

                    About Sahara Towne Square

Sahara Towne Square, LLC, filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 12-12537) in its hometown in Las Vegas on March 7,
2012.  Sahara Towne, which claims to be a Single Asset Real Estate
under 11 U.S.C. Sec. 101(51B), disclosed $13.79 million in total
assets and $9.59 million in total liabilities in its schedules.

The Debtor says it owns a property located at 2520 & 2650 S.
Maryland Parkway, in Las Vegas, worth $13.27 million in assets.
The property serves as collateral for a $9.58 million debt to U.S.
Bank National Association.  Real Estate Assets Management, LLC, is
the property manager for the properties.

The Debtor has obtained approval to hire Marquis Aurbach Coffing
as counsel and Flangas McMillan Law Group as special counsel.

U.S. Bank National Association, as Trustee for the Registered
Holders of Bank of America, N.A.-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 200I-3, is represented in the case by Robert
R. Kinas, Esq., Nishat Baig, Esq., and Blakeley E. Griffith, Esq.,
at Snell & Wilmer L.L.P.


SAINT ANNE'S: Fitch Rates $20.9 Million Revenue Bonds 'BB+'
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the following
Lancaster County hospital authority bonds, issued on behalf of
Saint Anne's Retirement Community (SARC):


-- $20,980,000 revenue bonds, series 2012.

The series 2012 bonds are expected to price the week of Oct. 15
via negotiation, and will be used to refund $15.6 million in
series 1999 fixed rate revenue bonds, fund a debt service reserve,
finance capital projects, and pay costs of issuance.

The Rating Outlook is Stable.

SECURITY

The bonds are supported by a gross revenue pledge, mortgage lien,
and debt service reserve fund.

KEY RATING DRIVERS

SOLID OPERATING PROFITABILITY: SARC's profitability metrics are
strong for the rating category. Its operating ratio of 95.7% and
net operating margin of 9.5% in unaudited fiscal 2012 (June 30
year end) have been very consistent since fiscal 2009, averaging a
95.3% operating ratio and 10.5% net operating margin. Good
operating performance over the last few years can be attributed to
cost control measures and strong occupancy and turnover.

MANAGEABLE DEBT BURDEN: SARC's pro forma debt burden is moderate,
evidenced by pro forma maximum annual debt service (MADS) equal to
10.2% of total revenue and 64% adjusted debt to capitalization.
More importantly, SARC's revenue-only coverage has averaged 1.3x
since fiscal 2009.

STEADY OCCUPANCY: Since 2009, SARC's total occupancy has averaged
93% and independent living occupancy has averaged 91.7%,
demonstrating a stable position in a competitive but mature
service area.

LIGHT LIQUIDITY: At June 30, 2012, SARC's had $8.1 million in
unrestricted cash and investments, equating to 202.7 days cash on
hand (DCOH), 38.1% cash to pro forma debt and 5.0x pro forma
cushion ratio compared to Fitch's respective 'BBB' medians of 369
DCOH, 50.9% and 6.6x. Since SARC's is a fee-for-service facility,
Fitch believes that this level of liquidity is sufficient for the
rating.

SIZEABLE NURSING COMPONENT: Fitch notes that approximately 70% of
SARC's total revenues are driven by its 121-bed skilled nursing
facility (SNF). While management has been successful in improving
operating performance, potential cuts to Medicare and Medicaid
(23.5% of 2012 SNF revenues) presents risk to SARC's revenue base.

CREDIT PROFILE

The 'BB+' rating is supported by SARC's strong profitability and
consistent debt service coverage, manageable pro forma debt
burden, steady occupancy in a saturated and somewhat competitive
market, and light liquidity.

SARC has consistently produced good operating performance, which
helps to offset the risks associated with its relatively small
revenue base ($15.5 million in unaudited fiscal 2012, year ended
June 30) and reliance on SNF operations. Consistent occupancy has
supported these results, and SARC finished fiscal 2012 with 94%
ILU), 92.3% ALU and 92.5% SNF occupancy levels. Despite a number
of area continuing care retirement communities (CCRCs) with
comparable services and pricing, SARC has maintained solid
occupancy and solidified its position as the only Catholic-
sponsored organization within approximately 40 miles.

While SARC's liquidity is sufficient given its Type C/rental
contract which nullifies any healthcare liability, Fitch notes the
investment allocation is aggressive with 84% equities to 16% fixed
income at June 30, 2012. SARC's investments are managed by its
sponsor as part of a larger pool (over $100 million), and
management states the assets are very liquid with no lockup
period. Still, SARC has not historically relied on its investment
returns to produce operating results, which alleviates this
concern somewhat.

The pro forma debt burden is manageable, reflecting a marginal
increase over SARC's current debt level and no increase in maximum
annual debt service requirements. MADS is measured at $1.6 million
per the underwriter, and debt service is level with final maturity
in 2033. SARC expects to use $4.8 million in bond proceeds to
ready infrastructure for future ILU expansion. Fitch expects the
expansion to be done in phases, and constructed as units are sold
over the next three to five years.

The Stable Outlook is supported by Fitch's expectation that SARC
will continue to maintain solid occupancy and produce consistent
operating results and revenue-only debt service coverage. Upward
rating movement could occur should revenue only coverage improve
to nearer 2.0x coupled with stronger liquidity over the next 12-24
months. SARC is budgeting for steady results in fiscal 2013,
including a 10.2% net operating margin and 1.2x revenue only
coverage.

Saint Anne's Retirement Community (SARC) is located outside
Columbia, PA in the township of West Hempfield, approximately 35
miles southeast of Harrisburg and 10 miles west of Lancaster. SARC
is sponsored by the Religious Congregation of Sisters of the
Adorers of the Blood of Christ, United States Province (ASC), and
operates a 121-bed SNF, 53 ALUs, and 71 rental and entrance fee
ILUs. In unaudited fiscal 2012, SARC reported approximately $15.5
million of total revenues.

Disclosure will be provided to bondholders within 120 days
following the fiscal year end, and 60 days following each fiscal
quarter end. Disclosure provided via the Municipal Securities
Rulemaking Board's EMMA system, and will include a balance sheet,
income statement, cash flows, occupancy, budget, and covenant
compliance. Fitch has had good access to management.


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 a 8.8% equity stake as of
May 31, 2012.  A copy of the amended filing is available 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 May 27, 2012, showed $923.55
million in total assets, $988.20 million in total liabilities and
a $64.64 million total stockholders' deficit.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEDONA DEVELOPMENT: Keegan Linscott OK'd as Financial Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Sedona Development Partners to employ Christopher G. Linscott,
CPA, CFE, CIRA and his firm Keegan Linscott & Kenon PC as
accountant and financial advisor and liaison for the Debtors.

Keegan Linscott is expected to, among other things:

   a. assist the Debtors with the formulation and preparation of
      periodic reports of operating projections and results, and
      monthly operating reports and the compliance with other
      reporting requirements;

   b. assist the Debtors with the compilation and presentation of
      other financial information to Debtors' secured creditors,
      and other parties in interest, as may be required of or
      requested by Debtors; and

   c. evaluate the Debtors' cash management systems, including the
      management and allocation of revenues and expenses among
      Debtors and among other affiliates of Debtors.

Certain employees of Keegan Linscott will work on the Debtors'
accounts and bill at their normal hourly rates, which range from
$50 - $325 per hour.  The Debtors will also be responsible for
paying any direct costs and expenses incurred by Keegan Linscott
in performing services for the Debtors.

To the best of the Debtors' knowledge, neither Mr. Linscott nor
any of the other employees at Keegan Linscott holds or represents
any interest adverse to the estate or its creditors.

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club at Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.

A Sept. 4 hearing has been set to consider approval of the
disclosure statements explaining the competing plans for debtors
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC.  One plan was filed by Specialty Mortgage and the second was
filed by the Debtors.


SHENGDATECH INC: Plan Confirmed by Nevada Bankruptcy Judge
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ShengdaTech Inc., a Chinese chemical company that
gained access to U.S. investors through a reverse merger, secured
the signature of the bankruptcy judge in Reno, Nevada, on an
Oct. 2 confirmation order approving the liquidating Chapter 11
plan.

According to the report, disclosure materials told unsecured
creditors with $173 million in claims why their recovery may be
less than 1%.  A liquidating trust is created by the plan to
distribute assets in the order of priority established in
bankruptcy law.  There are no secured claims, according to the
disclosure statement.  Noteholders' claims for violation of
securities laws won't be paid unless unsecured claims are paid in
full.  The liquidating trust will pursue lawsuits in China.

                         About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech sought Chapter 11 bankruptcy protection from
creditors (Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in
Reno, Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  On Aug. 23, 2011, the Court entered an
interim order confirming the Board of Directors Special
Committee's appointment of Michael Kang as the Debtor's chief
restructuring officer.

Alvarez & Marsal North America, LLC, is the Company's chief
restructuring officer.

As reported in by the Troubled Company Reporter on Sept. 7, 2011,
the United States Trustee appointed AG Ofcon, LLC, The Bank of
New York, Mellon (in its role as indenture trustee for
bondholders), and Zazove Associates, LLC, to serve on the
Official Committee of Unsecured Creditors of ShengdaTech, Inc.

Hogan Lovells US serves as counsel for ShengdaTech's official
committee of unsecured creditors.

The Plan provides for the wind-down of the Debtor's affairs and
the Distribution of the Debtor's remaining assets to Creditors.


SMBC HEALTHCARE: WestStar Mgt. OK'd as Account Receivables Broker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized SMBC Healthcare, LLC to employ WestStar Management,
LLC, as broker to assist with the selling of self-pay account
receivables.

The Debtor/purchaser is authorized to pay WestStar its commission
at the closing of any Court approved sale of the Debtor's self-pay
account receivable.

The Court has been advised that secured creditor Harborcove
Financial LLC and the Official Committee of Unsecured Creditors do
not oppose to the Court order.

According to the Debtor, SBMC began, in November 2011, a lending
relationship with Harborcove Financial, LLC.  Harborcove provided
funding for operations at Spring Branch Medical Center, which is
owned and operated by Debtor.  As part of the loan agreements and
subsequent modification, SBMC pledged its accounts and equipment
as collateral well as several tracts of real property comprising
the premises of Spring Branch Medical Center, including the
hospital.

Harborcove has received multiple payments on the loan obligations
through collections of SBMC's accounts receivable.  However, as
SBMC was forced to discontinue the majority of its operations at
Spring Branch Medical Center, SBMC has been unable to service its
debt obligations to Harborcove.  Harborcove did continue to
receive into a lock box account all trailing receivables paid
until the Petition Date. Harborcove has been receiving adequate
protection payments for the use of its cash collateral during the
pendency of this bankruptcy case.

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

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, Esq., at Marilee A. Madan, P.C., in Houston, Tex., is
the Debtor's general bankruptcy counsel.  Millard A. Johnson,
Esq., and Sara Mya Keith, Esq., at Johnson DeLuca, Kurisky &
Gould, P.C., in Houston, Tex., serve as the Debtor's special
bankruptcy counsel.  Judge Jeff Bohm presides over the case.


SOUTHERN AIR: Hiring Weil Gotshal as Bankruptcy Counsel
-------------------------------------------------------
Southern Air Holdings, Inc., and its affiliated debtors will
appear before the Bankruptcy Court on Oct. 25 for a hearing on
their request to employ Weil, Gotshal & Manges LLP as general
bankruptcy counsel to the Debtors, effective as of the Petition
Date, to perform the extensive legal services that will be
necessary during their chapter 11 cases.

The Debtor's court papers indicate Weil possesses an in-depth
knowledge of the Debtors' capital structure as a result of Weil's
substantial historical representation of the Debtors.  Weil
represented the Debtors in connection with the documentation of
their existing credit facility and all subsequent amendments
thereto.  In connection with the 2009 and 2011 amendments to the
Debtors' credit facility, Weil advised the Debtors with respect to
an additional equity contribution by the Debtors' ultimate parent,
a group of funds managed by Oak Hill Capital Partners II, L.P.

Weil also has performed much of the Debtors' external corporate
and finance work since 2007, when the Debtors were acquired by the
Oak Hill Funds.  In connection with its prepetition representation
of the Debtors with respect to alternatives for refinancing their
financial obligations and the preparation for, and commencement
of, the chapter 11 cases, Weil has gained additional insight into
the current condition of the Debtors' businesses and operations.

Brian S. Rosen, a member of Weil, attests that the members of,
counsel, and associates of, the firm do not have any connection
with or any interest adverse to the Debtors, their creditors, or
any other party in interest, or their attorneys and accountants.

According to Mr. Rosen, Weil is not a creditor of the Debtors.
During the approximate one-year period prior to the commencement
of the bankruptcy, Weil received from the Debtors payments and
advances in the aggregate amount of approximately $2,091,000 for
professional services performed and to be performed, including the
commencement and prosecution of the chapter 11 cases.  As of the
Petition Date, the fees and expenses incurred by Weil approximated
$1,888,000.  Weil has applied the payments and advances received
to credit the  Debtors' account for Weil's estimated charges for
professional services performed and expenses incurred up to the
time of the commencement of the chapter 11 cases and has reduced
the balance of the credit available to the Debtors by the amount
of such charges.  As of the Petition Date, Weil had a remaining
credit balance in favor of the Debtors for future professional
services to be performed, and expenses to be incurred in
connection with the chapter 11 cases, in the approximate amount of
$203,000.

Weil's current customary hourly rates, subject to change from time
to time, are $770 to $1,075 for members and counsel, $450 to $760
for associates, and $80 to $320 for paraprofessionals.  Weil also
intends to seek reimbursement for expenses incurred in connection
with its representation of the Debtors.

                        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.

As of July 31, 2012, the Debtors' unaudited and consolidated
financial statements reflected assets totaling roughly $206.9
million and liabilities totaling roughly $486.5 million.  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: Taps Zolfo Cooper as Consultant & Fin'l Advisor
-------------------------------------------------------------
Southern Air Holdings, Inc., and its affiliated debtors seek
permission from the Bankruptcy Court to employ Zolfo Cooper, LLC,
as their bankruptcy consultant and special financial advisor to
assist them in effectuating a successful reorganization of their
businesses, including, without limitation, developing, negotiating
and confirming a plan of reorganization.

The Debtors have selected Zolfo Cooper, in part, because of Zolfo
Cooper's experience at a national level in matters of this
character and its exemplary qualifications to perform the services
required in these chapter 11 cases.  Zolfo Cooper has been
retained in numerous nationally prominent bankruptcy proceedings.
Zolfo Cooper and its senior professionals have an excellent
reputation for providing high quality bankruptcy consulting and
financial advisory services to debtors and creditors in bankruptcy
reorganizations and other debt restructurings.

Zolfo Cooper is also intimately familiar with the Debtors'
financial and business operations.  The Debtors initially engaged
Zolfo Cooper effective on July 26, 2012.  The Debtors engaged
Zolfo Cooper to advise and assist the Debtors' management in,
among other things: (i) evaluating and challenging the Debtors'
short-term cash-flow projections, including underlying
assumptions; (ii) evaluating and challenging the Debtors' business
plan, including underlying assumptions, and identifying potential
strategies and tactics to improve the Debtors' economic model;
(iii) developing long-term capital restructuring alternatives; and
(iv) negotiating and implementing the Debtors' selected capital
restructuring plan with various creditors, as necessary.  Zolfo
Cooper diligently provided such services to the Debtors.

The Debtors' have provided Zolfo Cooper a retainer of $100,000,
and monthly advance payments for the months of July 2012
(prorated), August 2012 and September 2012 in aggregate of
$219,354.96, plus reimbursement of reasonable expenses for July
2012 and August 2012.  Pursuant to the Engagement Letter, the
Advances are to be reduced by any current outstanding prepetition
fees and expenses.  Further, prior to seeking further payment from
the Debtors, Zolfo Cooper will credit any remaining amounts of the
prepetition retainer and the Advances to the fees and expenses
approved by the Court.

The Debtors and Zolfo Cooper have agreed to this compensation
structure:

     (a) A monthly fixed fee of $100,000.

     (b) A completion fee of $600,000 payable in cash upon
         consummation of any arrangement (contractual,
         noncontractual, pursuant to a plan of reorganization,
         pursuant to other bankruptcy or restructuring process,
         363 sale under chapter 11 or otherwise) where all or any
         portion of the Debtors' existing debt or capital
         structure is amended, restructured or reconfigured on
         terms acceptable to the Debtors or a sale of
         substantially all of the Debtors' assets under section
         363 of the Bankruptcy Code.

     (c) Reimbursement for reasonable out-of-pocket expenses
         including, but not limited to, costs of travel,
         reproduction, legal counsel, any applicable state sales
         or excise taxes and other direct expenses.

The Debtors also have agreed to certain indemnification and
contribution obligations.

Zolfo Cooper acknowledges the Debtors intend to complete a
Restructuring within a four-month timeframe.  As such, the Debtors
agree that, in the event a Restructuring is not completed within
150 days of the date of the engagement, the Debtors and Zolfo
Cooper will, in good faith, renegotiate the terms and conditions
of Zolfo Cooper's fee agreement.  If, at any time prior to 12
months after the cessation of services performed by Zolfo Cooper,
a Restructuring is consummated, whether or not the Debtors has
then engaged the services of another professional, Zolfo Cooper
will be entitled to payment in full of the compensation.  The
right to receive the completion fee for the period of 12 months
will continue even if the Debtors have terminated the engagement.

Scott W. Winn, senior managing director at Zolfo Cooper, attests
that neither his firm nor any of its professional employees have
any connection with or holds any interest adverse to, the Debtors,
their significant creditors, or any other party in interest, or
their attorneys or accountants, or the U.S. Trustee or any person
employed by the U.S. Trustee.  Zolfo Cooper is a "disinterested
person," as such term is defined in section 101(14) of the
Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy
Code, and as required under section 327(a) of the Bankruptcy Code.

                        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: Can Hire Kurtzman Carson as Claims Agent
------------------------------------------------------
Southern Air Holdings, Inc., and its affiliated debtors won
Bankruptcy Court authority to employ Kurtzman Carson Consultants
LLC as claims and noticing agent.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
6,000 entities to be noticed.  In view of the number of
anticipated claimants, the Debtors submit that the appointment of
a claims and noticing agent is both necessary and in the best
interests of the Debtors' estates and their creditors.  By
appointing KCC as the Claims and Noticing Agent, the distribution
of notices and the processing of claims will be expedited and the
Bankruptcy Court Clerk's office will be relieved of the
administrative burden of processing what may be an overwhelming
number of claims.

Southern Air is also seeking to employ KCC as administrative agent
to provide certain professional services that may be outside of
the scope of 28 U.S.C. Sec. 156(c), including, without limitation:

     (a) assisting with the preparation of the Debtors' Schedules
         of Assets and Liabilities and Statement of Financial
         Affairs;

     (b) receiving and tabulating all ballots in accordance with
         any solicitation order issued by the Court relating to
         the chapter 11 cases;

     (c) preparing the certification of votes of any proposed
         chapter 11 plan submitted in connection with the
         chapter 11 in accordance with any solicitation order to
         be issued by the Court;

     (d) attending related hearings, as may be requested by the
         Debtors or their counsel;

     (e) managing any distribution pursuant to any confirmed plan
         prior to the effective date of such plan;

     (f) preparing fee applications for Professional Services
         in accordance with any required procedures approved by
         the Court; and

     (g) performing other administrative services.

There's a hearing on Oct. 25 to approve that request.

Prior to the Petition Date, the Debtors provided KCC a $25,000
retainer.  KCC will hold the retainer under the parties'
Engagement Agreement during the chapter 11 cases as security for
the payment of fees and expenses incurred pursuant to the
Engagement Agreement.  Following termination of the Engagement
Agreement KCC will return to the Debtors any amount of the
retainer that remains.

KCC's Albert Kass attests that KCC and its personnel (a) are not
creditors, equity security holders, or insiders of the Debtors;
(b) are not and were not, within two years before the date of the
filing of the chapter 11 cases, directors, officers, or employees
of the Debtors; and (c) do not have an interest materially adverse
to the interests of the Debtors' estates or any class of creditors
or equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors.  To
the best of the Debtors' knowledge, KCC is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code, as modified by section 1107(b).

                        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: S&P Retains 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Louisville,
Ky.-based Southern Graphics Inc. (B/Stable/--) remain unchanged
following a modification of the size of the proposed debt issues.
The 'B' issue-level rating and '3' recovery rating on the
company's proposed term loan due 2019 remain unchanged following
the decrease to $365 million from $375 million. "Also, our 'CCC+'
issue-level rating and '6' recovery rating on the company's
proposed unsecured notes due 2020 remain unchanged following an
increase to $210 million from $200 million," S&P said.

"In addition, we assigned the company's unfunded proposed $35
million delayed draw term loan due 2019 our 'B' rating, with a
recovery rating of '3', indicating our expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default. The delayed draw term loan is available for up to 90 days
following the closing date of the transaction to fund the
company's proposed acquisition of a regional prepress graphic
services competitor. We expect that the purchase would not
significantly change the company's high pro forma debt leverage,"
S&P said.

"The 'B' rating on Southern Graphics reflects our expectation that
its financial profile will be 'highly leveraged' as a result of
the proposed $813 million leveraged acquisition of the company by
private equity sponsor, Onex Partners. Pro forma for the buyout,
lease-adjusted total debt to EBITDA increased to 6.9x on June 30,
2012, versus an actual level of 3.2x. We expect that operating
performance will continue to be relatively stable because of long-
term customer relationships with consumer products packaging
clients. We also expect debt leverage will gradually moderate over
the next few years, despite likely additional acquisitions of
small niche competitors to extend its range of services and
geographic reach," S&P said.

RATINGS LIST

Ratings Unchanged

Southern Graphics Inc.
Corporate Credit Rating                 B/Stable/--
Senior Secured                          B
   Recovery Rating                       3
Senior Unsecured                        CCC+
   Recovery Rating                       6

New Rating

Southern Graphics Inc.
$35M delayed draw term loan due 2019    B
   Recovery Rating                       3


SOUTHERN OAKS: Banks Object to Disclosure Statement
---------------------------------------------------
InterBank, a secured creditor of Southern Oaks of Oklahoma, LLC,
objects to the disclosure statement filed by Southern Oaks of
Oklahoma, LLC, on Aug. 8, 2012, as containing inadequate
information.

Steven W. Bugg, Esq., at McAfee & Taft, notes that in the
statement of financial affairs, the Debtor states that it is
holding security deposits for tenants of Southern Oaks Apartments
of $8,029 and security deposits for tenants of Prairie Village
Apartments of $8,225.  Any security deposit of a tenant is
required to be held in an escrow account by the landlord and
misappropriation of the security deposit is a misdemeanor.  The
bankruptcy schedules and statement of financial affairs do not
identify any escrow account or other location for the security
deposits.  Further, the Debtor's monthly operating reports do not
identify any account holding security deposits.  InterBank
believes that the security deposits for Southern Oaks Apartments
and Prairie Village Apartments were spent or misappropriated by
the Debtor prior to bankruptcy.

Mr. Bugg points out that the disclosure statement also does not
provide adequate information concerning the status of the security
deposits, the identity of the tenants who made the deposits and
how the security deposits or claims related to the security
deposits are to be treated in the plan of reorganization.  From
reviewing the Debtor's schedules, it does not appear that the
tenants with security deposits have even been listed as creditors
in the bankruptcy proceeding.  If the Debtor has spent or
misappropriated the security deposits in violation of state law,
these facts should be disclosed along with the ramifications of
such violation.  The plan of reorganization should provide for
treatment of claims of tenants arising from the security deposits
and the disclosure statement should disclose the existence of the
class of creditors with security deposit claims and the proposed
treatment for those claims.  Further, no security deposits were
identified in the bankruptcy schedules and statement of financial
affairs for tenants of the rental houses.  In the disclosure
statement, the Debtor should confirm the status of security
deposits on rental houses and provide similar information.

InterBank is represented by:

         Steven W. Bugg, Esq.
         McAFEE & TAFT
         10th Floor, Two Leadership Square
         211 North Robinson
         Oklahoma City, OK 73102-7103
         Telephone: (405) 235-9621
         Facsimile: (405) 235-0439
         E-mail: steven.bugg@mcafeetaft.com

Quail Creek Bank also filed an objection to the Disclosure
Statement because the disclosure statement fails to provide
adequate information for it to be able to vote and determine
liquidation analysis.  Without financial information, creditors
cannot determine whether the proposed plan is beneficial or
feasible.  Parties-in-interest have no information to determine
what has been accomplished while this estate has been administered
under Chapter 11.  It may be that conversion of this estate to
chapter 7 makes more sense.  Furthermore, the lack of information
to be able to review for liquidation analysis compounds the lack
of financial information.  One party has requested a Trustee and
this information is vital to for review of possible support of
that motion.

Quail Creek Bank is represented by:

         Bart A. Boren, Esq.
         WILLIAMS, BOREN & ASSOCIATES, P.C.
         401 North Hudson
         Oklahoma City, OK 73102
         Tel: (405) 232-5220
         Fax: (405) 232-1963

The hearing on the disclosure statement, originally held on Sept.
27, 2012, is continued to Oct. 29, 2012, at 9:30 a.m.

Southern Oak's plan provides that secured creditors InterBank, and
Quail Creek Bank, Seterus, Inc., Suntrust Mortgage, Inc., Federal
National Mortgage Association will be paid in monthly installments
of principal and interest calculated at 5% interest per annum,
with their claims to be paid in full by the 10th anniversary of
the effective date of the Plan.  The Plan promises to eventually
pay general unsecured creditors 100% of their allowed claims, with
interest in 60 equal monthly installments or as earlier paid in
full.  The existing owners will retain their interests in the
Debtor.  A copy of the Disclosure Statement is available at:

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

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, owns a 126 unit apartment complex
in south Oklahoma City, 115 single family residences, 10
residential duplexes and 4 commercial properties in the Oklahoma
City Metro area and a 100 unit apartment complex in Pryor,
Oklahoma.  The Company operates the non-apartment properties by
and through an affiliate property management company, Houses For
Rent of OKC, LLC, who advertises, leases, collects rents, pays
expenses, provides equipment, labor and materials for maintenance,
repairs and makeready services.

The Company filed for Chapter 11 bankruptcy (Bankr. W.D. Okla.
Case No. 12-10356) on Jan. 31, 2012.  Judge Niles L. Jackson
presides over the case.  Ruston C. Welch, Esq., at Welch Law Firm
P.C., serves as the Debtor's counsel.  It scheduled $14,788,414 in
assets and $15,352,022 in liabilities.  The petition was signed by
Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


SPRINT NEXTEL: Holds 50.8% of Class A Shares of Clearwire
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sprint Nextel Corporation and its affiliates
disclosed that, as of Oct. 3, 2012, they beneficially own
705,359,348 shares of Class A common stock of Clearwire
Corporation representing 50.8% of the shares outstanding.  Sprint
Nextel previously reported beneficial ownership of 54.3% of Class
A shares of Clearwire as of Aug. 29, 2012.  A copy of the amended
filing is available for free at http://is.gd/vD4sYP

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at June 30, 2012, showed $49.02
billion in total assets, $39.79 billion in total liabilities and
$9.22 billion in total shareholders' equity.

                           *     *     *

In February 2012, Moody's Investors Service assigned a B3 rating
to Sprint Nextel's proposed offering of Senior Unsecured Notes and
a Ba3 rating to Sprint's proposed offering of Junior Guaranteed
Unsecured Notes.  The proceeds will be used for general corporate
purposes, the repayment of existing debt, network expansion and
modernization, and the potential funding of Clearwire.  All of
Sprint's ratings remain on review for possible downgrade,
including those assigned and the company's B1 corporate family
rating and B1 probability of default rating.

Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Sprint's proposed $1 billion of
senior guaranteed notes due 2020. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 billion revolving credit facility. The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery in
the event of payment default.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STEBNER REAL ESTATE: Sec. 341 Creditors' Meeting Set for Nov. 6
---------------------------------------------------------------
The U.S. Trustee in Seattle will hold a Meeting of Creditors
pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Stebner Real Estate Inc. on Nov. 6, 2012, at 1:00 p.m. at US
Courthouse, Room 4107 (341 Meetings).

The Debtor is requied to file complete Schedules of Assets and
Liabilities, and Statement of Financial Affairs by Oct. 11.

AmericanWest Bank made an appearance in the case.  The bank is
represented by David W. Criswell, Esq.

Stebner Real Estate Inc., based in Scottsdale, Arizona, filed for
Chapter 11 bankruptcy (Bankr. W.D. Wash. Case No. 12-19825) on
Sept. 26, 2012.  Bankruptcy Judge Timothy W. Dore oversees the
case.  Jeffrey B. Wells, Esq., Attorney at Law, serves as the
Debtor's counsel.  The Debtor estimated assets and debts of
$10 million to $50 million.  Derek Stebner, the president, signed
the Chapter 11 petition.


SWORDFISH FINANCIAL: Ends Purchase Pact with Swordfish Texas
------------------------------------------------------------
Swordfish Financial, Inc., a Minnesota corporation, formerly
Nature Vision, Inc., declared Swordfish Financial, Inc., a Texas
corporation, to be in breach of a Common Stock Shares Purchase
Agreement dated Aug. 14, 2009, wherein the Board of Directors of
Nature Vision agreed to exchange 10,987,417 shares of newly issued
shares of the Company in exchanged for a $3,500,000 promissory
note from Swordfish Texas.  The Purchase Agreement provided that
the Purchase Price was to be payable in two installments of
$1,750,000 each with the first installment being 45 days from the
date of the note and the second installment being 120 days from
the date of the note.

The Company and Swordfish Texas have entered into a Mutual
Termination of the Common Stock Shares Purchase Agreement
effective as of Sept. 30, 2012, a copy of which is available for
free at http://is.gd/Dhkmgw

                      About Swordfish Financial

Rockwall, Tex.-based Swordfish Financial, Inc., formerly Nature
Vision, Inc., designed, manufactured and marketed outdoor
recreation products primarily for the sport fishing and hunting
markets.  Based on the limited assets, product lines and resources
remaining after the M&I Business Credit LLC liquidation, Swordfish
Financial, Inc. has decided that there is not enough remaining of
the Nature Vision operations to continue as an outdoor
recreations products company and will concentrate on the business
on being an asset recovery company and using the financial
resources recovered to retire the Company's debts and invest in
other businesses domestically and internationally.

After auditing the 2011 financial statements, Patrick Rodgers,
CPA, PA, in Altamonte Springs, FL, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the company has suffered recurring
losses from operations and negative cash flows from operations the
past three years.

The Company reported a net loss of $1.36 million on $0 of sales in
2011, compared with a net loss of $2.69 million on $0 of sales in
2010.

The Company's balance sheet at March 31, 2012, showed $3.97
million in total assets, $5.89 million in total liabilities and a
$1.91 million total stockholders' deficit.


SWORDFISH FINANCIAL: Randy Moseley Discloses 9.4% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Randy J. Moseley and Laura S. Moseley
disclosed that as of Aug. 14, 2009, they beneficially own 650,000
shares of common stock of Swordfish Financial, Inc., representing
9.4% of the shares outstanding.

On Aug. 14, 2009, the Nature Vision, Inc., executed a Stock
Purchase Agreement with Swordfish Financial, Inc., a Texas
corporation, pursuant to which Nature Vision sold an aggregate of
10,987,417 shares of its common stock in exchange for a $3,500,000
promissory note from Swordfish Texas.  At the conclusion of the
transaction, Swordfish Texas owned approximately 80% of Nature
Vision, Inc., issued and outstanding common stock.  The 10,987,417
shares were issued to Swordfish Texas, owned by Michael Alexander.
Mr. Moseley was granted 1,250,000 shares by Mr. Alexander for
agreeing to join Nature Vision, Inc., as Chief Financial Officer
and become a board of director.

A copy of the filing is available for free at http://is.gd/bAbdqX

                      About Swordfish Financial

Rockwall, Tex.-based Swordfish Financial, Inc., formerly Nature
Vision, Inc., designed, manufactured and marketed outdoor
recreation products primarily for the sport fishing and hunting
markets.  Based on the limited assets, product lines and resources
remaining after the M&I Business Credit LLC liquidation, Swordfish
Financial, Inc. has decided that there is not enough remaining of
the Nature Vision operations to continue as an outdoor
recreations products company and will concentrate on the business
on being an asset recovery company and using the financial
resources recovered to retire the Company's debts and invest in
other businesses domestically and internationally.

After auditing the 2011 financial statements, Patrick Rodgers,
CPA, PA, in Altamonte Springs, FL, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the company has suffered recurring
losses from operations and negative cash flows from operations the
past three years.

The Company reported a net loss of $1.36 million on $0 of sales in
2011, compared with a net loss of $2.69 million on $0 of sales in
2010.

The Company's balance sheet at March 31, 2012, showed $3.97
million in total assets, $5.89 million in total liabilities and a
$1.91 million total stockholders' deficit.


SWORDFISH FINANCIAL: M. Alexander Discloses 58.2% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Michael D. Alexander and Paula L. Alexander
disclosed that as of Aug. 14, 2009, they beneficially own
7,700,000 shares of common stock of Swordfish Financial, Inc.,
representing 58.2% of the shares outstanding.

On Aug. 14, 2009, Nature Vision, Inc., executed a Stock Purchase
Agreement with Swordfish Financial, Inc., a Texas corporation,
pursuant to which Nature Vision sold an aggregate of 10,987,417
shares of its common stock in exchange for a $3,500,000 promissory
note from Swordfish Texas.  At the conclusion of the transaction,
Swordfish Texas owned approximately 80% of Nature Vision's issued
and outstanding common stock.  The 10,987,417 shares were issued
to Swordfish Texas, owned by Mr. Alexander.  Mr. Alexander
retained 7,700,000 of the shares and allocated (200,000 to
himself, 200,000 to his wife, Paula L. Alexander and 7,300,000 to
Mr. Alexander and Mrs. Alexander which are held in joint tenancy
with right of survivorship).

Mr. Alexander acquired the shares as the result of the Swordfish
Texas stock transaction with Nature Vision on Aug. 14, 2009, and
his agreeing to become Chief Executive Officer and a board of
director.

A copy of the filing is available for free at http://is.gd/osoDeL

                      About Swordfish Financial

Rockwall, Tex.-based Swordfish Financial, Inc., formerly Nature
Vision, Inc., designed, manufactured and marketed outdoor
recreation products primarily for the sport fishing and hunting
markets.  Based on the limited assets, product lines and resources
remaining after the M&I Business Credit LLC liquidation, Swordfish
Financial, Inc. has decided that there is not enough remaining of
the Nature Vision operations to continue as an outdoor
recreations products company and will concentrate on the business
on being an asset recovery company and using the financial
resources recovered to retire the Company's debts and invest in
other businesses domestically and internationally.

After auditing the 2011 financial statements, Patrick Rodgers,
CPA, PA, in Altamonte Springs, FL, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the company has suffered recurring
losses from operations and negative cash flows from operations the
past three years.

The Company reported a net loss of $1.36 million on $0 of sales in
2011, compared with a net loss of $2.69 million on $0 of sales in
2010.

The Company's balance sheet at March 31, 2012, showed $3.97
million in total assets, $5.89 million in total liabilities and a
$1.91 million total stockholders' deficit.


TERVITA CORP: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
--------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Calgary,
Alta.-based Tervita Corp. (formerly CCS Corp.) to negative from
stable. At the same time, Standard & Poor's affirmed its 'B' long-
term corporate credit rating on Tervita, its 'B' issue-level
rating on the company's senior secured debt, and its 'CCC+'
issue-level ratings on Tervita's unsecured and subordinated debt.
"The '3' recovery rating on the secured debt and '6' recovery
rating on the unsecured and subordinated debt are unchanged, and
indicate our expectation of meaningful (50%-70%) and negligible
(0%-10%) recovery, respectively, under our default scenario," S&P
said.

"We had expected Tervita to generate significant EBITDA in 2012
such that debt-to-EBITDA would improve below 5.7x at year-end
2012," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos. "However, lower drilling activity combined with wet
weather and delays in facilities coming online have reduced our
expectations for the company's 2012 and 2013 EBITDA," Ms. Saha-
Yannopoulos added.

"We forecast 2012 EBITDA to be C$370 million-C$400 million, down
from our original expectation of C$420 million-C$450 million; we
project Tervita to end 2012 with about 7.0-7.5x debt to EBITDA.
We, however, expect debt-to-EBITDA to improve but remain elevated
above 5.5x in 2013," S&P said.

The ratings on Tervita reflect Standard & Poor's view of the
company's "fair" business risk profile and "highly leveraged"
financial risk profile. "Our ratings take into account the
company's high debt leverage due to management's aggressive
financial policy, participation in the competitive and cyclical
oilfield services market, and lack of long-term contracts. The
ratings also incorporate our positive assessment of Tervita's
relatively stable operating margins and integrated strategy that
provides cross-selling opportunities. In our opinion, the
company's financial risk profile constrains the ratings," S&P
said.

Tervita is an integrated environmental service company that
provides services in various fields, including but not limited to
energy-related waste management, environmental remediation, and
well servicing. Most of its operations are in western Canada (85%
of gross profit), with some in the U.S. As of June 30, 2012, the
company had about C$2.58 billion in adjusted debt (adjusted mostly
for operating leases and asset-retirement obligations), compared
with C$2.38 billion of balance-sheet debt.

"The negative outlook reflects our view that Tervita's credit
measures will remain elevated at above 7.0x debt-to-EBITDA as it
exits 2012. Despite improved EBITDA compared to 2011 levels, due
to additional debt on the balance sheet, the company's debt-to-
EBITDA will remain elevated throughout our forecast period. We
deem Tervita's leverage metric as high relative to its overall
business risk profile and we regard management's financial
strategy as risky. At current EBITDA and debt, the company has
little flexibility in adding debt without affecting the ratings,"
S&P said.

"We would downgrade Tervita if the company is unable to generate
improved cash flow so that expected debt-to-EBITDA ratios stays
within 7.0-7.5x through first-quarter 2013, without any positive
trend. This could also occur if 2013 gross profit grows less than
15% from 2011 level. Also, debt-financing of growth initiatives,
either acquisition or capital expenditures, without prospects for
rapid deleveraging, could lead us to revisit our ratings and
outlook on Tervita. A deterioration in its liquidity position
could also compromise the ratings," S&P said.

"An outlook revision to stable for Tervita would depend on an
improving financial risk profile, For example, if the company's
debt-to-EBITDA improves to 5.0x-5.5x by reducing debt post-IPO.
From an operational perspective, if we expect Tervita to
demonstrate continued EBITDA growth, either through lower overhead
costs or more cross-selling opportunities, such that we expect
debt-to-EBITDA to improve below 5.5x, we could revise the outlook
to stable," S&P said.


THERAPEUTICSMD INC: Receives $8.5MM from Common Shares Offering
---------------------------------------------------------------
TherapeuticsMD, Inc., entered into a definitive Securities
Purchase Agreement with accredited investors covering an aggregate
of 3,953,489 shares of the Company's common stock in a private
placement at a purchase price of $2.15 per share, which will
result in aggregate gross proceeds to the Company of approximately
$8.5 million.

The securities to be issued in the private placement have not been
registered under the Securities Act of 1933, as amended, or
applicable state securities laws, and accordingly may not be
offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state and securities laws.  The Company has agreed to
file a registration statement with the Securities and Exchange
Commission registering for resale the shares of common stock to be
issued in this private placement.

The Company intends to use the funds from the private placement to
fund the pharmacokinetic trials required before it can begin Phase
III trials on its three investigational new drugs that were
submitted to the U.S. Food and Drug Administration.  These drug
development candidates are for menopause symptom relief, and two
of the three submitted INDs have been accepted by the FDA.  The
accepted INDs are for a progestin product and an estrogen product,
while the third drug will be a product that is a combination of
progestin and estrogen.  The Company's strategy is to begin its
Phase III trials as early as the first quarter of 2013.

In the fourth quarter of this year, the Company plans to launch
three generic prescription prenatal vitamin products through its
wholly owned subsidiary, BocaGreenMD, Inc.  These prenatal
multivitamins are designed to meet the needs of pregnant mothers
and women planning to become pregnant.

In connection with the private placement, Jefferies & Company,
Inc., served as the Company's exclusive placement agent.  As
compensation for its services, the Company will pay Jefferies a
cash fee of $552,500.  The Company also will pay legal fees and
expenses for the Investors in the aggregate of $27,000, resulting
in net proceeds to the Company of $7,920,501.

                       About TherapeuticsMD

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.

The Company's balance sheet at March 31, 2012, showed
$1.49 million in total assets, $4.84 million in total liabilities,
and a shareholders' deficit of $3.35 million.

As reported in the TCR on April 2, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, N.J., expressed substantial doubt
about TherapeuticsMD, Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered a loss from operations of approximately $5.4 million
and had negative cash flow from operations of approximately
$5.0 million.


THERAPEUTICSMD INC: Plato & Associates Holds 8% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Plato & Associates, LLC, an entity solely controlled
by Robert J. Smith, disclosed that as of Oct. 2, 2012, it
beneficially owns 8,210,910 shares of common stock of
TherapeuticsMD, Inc., representing 8.01% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/Wu2wtu

                        About TherapeuticsMD

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.

The Company's balance sheet at March 31, 2012, showed
$1.49 million in total assets, $4.84 million in total liabilities,
and a shareholders' deficit of $3.35 million.

As reported in the TCR on April 2, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, N.J., expressed substantial doubt
about TherapeuticsMD, Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered a loss from operations of approximately $5.4 million
and had negative cash flow from operations of approximately
$5.0 million.


TOWERCO II: S&P Withdraws 'B' CCR on Acquisition by SBA
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Cary, N.C.-based communications tower operator TowerCo II Holdings
LLC. "This includes our 'B' corporate credit rating and the issue-
level and recovery rating on the company's $440 million credit
facility. This rating action follows the completion of SBA
Communications Corp.'s acquisition of the company on Oct. 1, 2012.
The credit facility is being repaid under the terms of the
acquisition," S&P said.


TRAFFIC CONTROL: Committee OK'd to File Negotiated Chapter 11 Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware signed a
stipulation terminating Traffic Control and Safety Corporation, et
al.'s exclusive periods to file and solicit acceptances for the
proposed chapter 11 plan.

The Debtors agreed to terminate their exclusivity solely for the
purpose of permitting the Official Committee of Unsecured
Creditors to file and solicit approval of the negotiated plan of
liquidation.

As reported in the Troubled Company Reporter on Sept. 10, 2012,
the Debtors, the Committee, Fifth Street Finance Corp., and Marwit
Capital Partners II, L.P., had reached a tentative global
settlement that will pave way for -- and be incorporated into --
an uncontested, joint plan of liquidation proposed by the Debtors
and the Committee.

Previously, the Court extended the Debtors' exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until Nov. 16, 2012, and Jan. 15, 2013, respectively.

                       About Traffic Control

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.  Toomey Industries, Inc.
disclosed $10,322,077 in assets and $67,844,144 in liabilities as
of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

The Debtors are authorized to i) use cash collateral in which the
First Lien Lender has an interest, (ii) obtain postpetition
financing from Fifth Street Finance Corp. and other entities in
the maximum amount of $12,775,000.

The Debtors canceled auction with only its biggest lender bidding
for the assets.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed five
unsecured creditors to the Official Committee of Unsecured
Creditors.  The Committee tapped Potter Anderson & Corroon LLP as
its counsel and GlassRatner Advisory & Capital Group LLP as its
financial advisor.


VANDERRA RESOURCES: Has Until Oct. 15 to File Schedules
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended until Oct. 15, 2012, Vanderra Resources LLC's deadline to
file its Chapter 11 plan, its schedules of assets and liabilities,
and statement of financial affairs.

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.

The U.S. Trustee forms a five-member official committee of
unsecured creditors.


VANDERRA RESOURCES: U.S. Trustee Forms 5-Member Creditors Panel
---------------------------------------------------------------
Meredyth A. Kippes, U.S. Trustee for Region 6, appointed these
persons to serve in the Official Committee of Unsecured Creditors
in the Chapter 11 cases of Vanderra Resources, LLC.

The Committee is comprised of:

      1. Walker Schmidt
         Schmidt Oilfield Service Venture
         1105 Simmons Avenue
         Jourdanton, TX 78026
         Tel: (830) 769-2746
         Fax: 830-769-1367

      2. Ken Davis
         Clean Blast Services, Inc.
         P.O. Box 677
         Kennedale, TX 76060
         Tel: (817) 563-9210
         Fax: (817) 563-9210

      3. Matt Ashabranner
         National Pump & Compressor
         3415 W. Cardinal Drive
         Beaumont, TX 77705
         Tel: (409) 840-5886
         Fax: (409) 840-5806

      4. Chris Fairleigh
         Water Pipe Rental, Inc.
         362 CR 119
         Gainesville, TX 76240
         Tel: (940) 668-9099
         Fax: (904) 668-9063

      5. Dick Carter
         Western Environmental, a division of Western Ag
           Enterprises, Inc.
         8121 West Harrison Street
         Tolleson, AZ 85353
         Tel: (623) 907-4034
         Fax: 623-907-4100

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.


VANN'S INC: Chapter 11 Trustee Appointed to Find Buyer
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vann's Inc. dodged one bullet.  The second struck the
six store appliance and consumer electronics retailer from
Montana.

According to the report, the bankruptcy judge turned down a
request sought by secured lenders to convert the case to a
liquidation in Chapter 7.  The creditors' committee prevailed on
an alternative request for appointment of a Chapter 11 trustee to
pursue a going concern sale of the business.  The bankruptcy judge
in Butte, Montana, appointed Montana lawyer Richard J. Samson as
Chapter 11 trustee.

The report relates that the official creditors' committee will
give Samson the month of October to find a buyer.  After that, the
committee wants a liquidation to commence in Chapter 7.  The
bankruptcy judge gave lenders the right to renew their motion for
conversion to Chapter 7.

                        About Vann's Inc.

Vann's Inc. -- http://www.vanns.com/-- a retailer of appliances
and consumer electronics with five stores in Montana, filed for
Chapter 11 protection (Bankr. D. Mont. Case No. 12-61281) in
Butte, Montana, on Aug. 5, 2012.  The Debtor also owns outdoor
clothing and sports products at http://www.bigskycountry.com/
Vann's is owned by an employee stock ownership plan trust.

Vann's Inc. disclosed assets of $17.6 million and liabilities of
$14.4 million.  Assets include $12.2 million cost-value of
inventory plus $1 million in current accounts receivable.  The
Company owes $4 million to First Interstate Bank.  It also owes
$4.8 million on an inventory loan from GE Commercial Distribution
Finance Corp.

Bankruptcy Judge John L. Peterson presides over the case.  Vann's
hired Perkins Coie LLP's Alan D. Smith, Esq., and Brian A.
Jennings, Esq., as counsel; and Hamstreet & Associates, LLC, as
turnaround and restructuring advisors.

GE Commercial Distribution Finance Corporation is represented by
Gary Vincent, Esq., at Husch Blackwell LLP, and the Law Offices of
John P. Paul, PLLC.  First Interstate Bank, the DIP Lender, is
represented by Benjamin P. Hursh, Esq., at Crowley Fleck PLLP.

The U.S. Trustee has formed a seven-member creditors committee.
The Committee is represented by Halperin Battagia Raicht, LLP, and
Ross Richardson.


VINEYARD AT SERRA: Bank Wins Stay Relief; Ch.11 Case Dismissed
--------------------------------------------------------------
Judge Victoria S. Kaufman ordered the dismissal of the Chapter 11
case of The Vineyard at Serra Retreat, LLC, effective Sept. 19,
2012.

Judge Kaufman directed the Debtor to pay U.S. Trustee Quarterly
Fees in the amount of $650 coming due for the third quarter of
2012, together with interest thereon, if not timely paid.

The Court granted the request for relief from the automatic stay
lodged by First Citizens Bank & Trust Company.  The Court noted
the Debtor has no further prospect of reorganizing.

The Debtor has no assets whatsoever that are not collateral to
First Citizens, which consists of three parcels of real estate.
Its only income was rents and nominal income from the cactus and
succulent inventory, and this income is all collateral to First
Citizens.  The Debtor is in the process of turning over all cash
held in the Debtor's cash collateral account, and the property
itself, to Kenneth Krasne, the state court appointed receiver,
appointed on March 16, 2011, by the Superior Court of California,
County of Los Angeles.

               About The Vineyard at Serra Retreat

The Vineyard at Serra Retreat, LLC, in Malibu, California, filed
for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-17323)
on June 15, 2011.  Judge Victoria S. Kaufman presides over the
case.  The Law Offices of David W. Meadows serves as bankruptcy
counsel.  The Company disclosed $19,017,000 in assets and
$27,180,313 in liabilities.  The petition was signed by John
Hall, manager.


VITRO SAB: Asks Judge to Sign Off Plan Amid Objections
------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Vitro SAB de CV
on Wednesday asked the Fifth Circuit to sign off on its
reorganization plan, while bondholders with $1.2 billion in notes
argued that the plan's nondebtor affiliate releases run contrary
to fundamental U.S. policy.

Bankruptcy Law360 relates that a three-judge panel heard oral
arguments on the case, appealed by Vitro after a U.S. Bankruptcy
Judge Harlin D. Hale approved the company's Mexican reorganization
plan, known as a concurso, but refused to enforce the releases of
Vitro's nondebtor affiliates.

                          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.


WARRIORS FOR CHRIST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Warriors For Christ Ministries, Inc.
        6811 Old Branch Avenue
        Camp Springs, MD 20748

Bankruptcy Case No.: 12-28014

Chapter 11 Petition Date: October 2, 2012

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: James Greenan, Esq.
                  MCNAMEE, HOSEA, ET. AL.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  E-mail: jgreenan@mhlawyers.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 together with the petition is available for free at
http://bankrupt.com/misc/mdb12-28014.pdf

The petition was signed by Sandra E. Price, director.


WASHINGTON MUTUAL: Bankr. Ct. Dismisses Suit Against Insurers
-------------------------------------------------------------
Bankruptcy Judge Mary F. Walrath dismissed a lawsuit filed by the
WMI Liquidating Trust established in the Chapter 11 case of
Washington Mutual Inc. against XL Specialty Insurance Company and
various insurers.

Washington Mutual Inc., the bank holding company that formerly
owned Washington Mutual Bank, in early 2008 purchased from the
insurers $250 million of coverage under 12 insurance policies to
provide coverage to WMI and its directors and officers for claims
made from May 1, 2008, to May 1, 2009.  As a result of a downgrade
in WMI's and WMB's credit ratings and the global credit crisis, a
bank run ensued resulting in more than $16 billion in deposits
being withdrawn from WMB in a 10-day period beginning Sept. 15,
2008.  On Sept. 25, 2008, the Office of Thrift Supervision seized
WMB and appointed the Federal Deposit Insurance Corporation as
receiver.  On the same day, the FDIC sold substantially all of
WMB's assets to JPMorgan Chase.

After the Chapter 11 filing by WMI and WMI Investment Corp., the
Official Committee of Unsecured Creditors investigated a
downstream capital contribution of $500 million made by WMI to WMB
shortly before the seizure of WMB by the OTS.  On Oct. 13, 2011,
WMI and the Committee sent a demand letter to the directors and
officers of WMI, asserting claims related to the September 2008
Downstream.  In response to the demand letter, several of the D&Os
and WMI sought coverage for the asserted claim under the 2008-09
Policies.  On Dec. 22, 2011, XL Speciality denied coverage.

In its Seventh Amended Plan of Reorganization, WMI agreed to
establish a contingent reserve of $65 million for the D&Os.  Of
the $65 million reserved for the D&O claims, $55 million was set
aside for defense costs associated with the September 2008
Downstream claims.  The Plan was confirmed on Feb. 24, 2012.

The Trust filed the lawsuit on March 15, 2012, against the issuers
of the 2008-09 Policies for (1) breach of contract, (2) tortious
breach of the duty of good faith and fair dealing, (3) a
declaratory judgment that the Defendants are not subrogated to the
indemnity claims of the D&Os, and (4) equitable subordination of
any subrogated claims the Defendants may have.

On May 7, 2012, the Defendants filed a Motion to Dismiss the
Trust's Complaint on several grounds.  The Defendants argue that
with respect to the breach of contract and breach of fiduciary
duties counts, the Complaint fails to state a claim over which
this Court has subject matter jurisdiction or upon which relief
can be granted.  In addition, the Defendants argue that there is
no "case or controversy" between WMI and the Defendants on any of
the counts.

The Trust argues that Counts I (breach of contract) and II
(tortious breach of the duty of good faith and fair dealing) bear
a "close nexus" to the bankruptcy case because (1) the creditors
will receive more money sooner from the $55 million held in
reserve, (2) the Plan Confirmation Order addresses an important
issue in dispute in the adversary proceeding, and (3) the
retention of jurisdiction provisions in the Plan include the
adversary proceeding.

The Defendants reply that the mere possibility of additional
recovery to augment the assets of the Trust is insufficient
standing alone to establish the required "close nexus."

The WaMu Plan called for roughly $7 billion to be distributed to
creditors and shareholders.  The Plan provided payment in full
(with interest) to most unsecured creditors.

Judge Walrath, however, noted that, "Even in the worse-case
scenario where the Trust is forced to pay the D&Os' defense costs
without insurance coverage, creditors under the Plan will largely
be unaffected.  Further, the release of the reserve (even if paid
to creditors or shareholders) will provide only a de minimus
additional recovery over the almost $7 billion to be distributed
under the Plan.  Therefore, the Court concludes that the assets of
the Trust will not be augmented (or diminished) significantly by
any decision on the extent of coverage of the 2008-09 Policies."

According to Judge Walrath, there is no close nexus to the Plan
(and no specific reference in the Plan), and the Court has no
subject matter jurisdiction over the breach of contract and breach
of fiduciary duty claims.

The Court also ruled that the Trust's subrogation and equitable
subordination claims are far too hypothetical and speculative to
constitute an actual controversy at this stage.  Accordingly,
Counts III and IV do not allege a "case of actual controversy" and
must be dismissed for lack of jurisdiction.

The other defendants are National Union Fire Insurance Company of
Pittsburgh, PA, Columbia Casualty Company, Axis Insurance Company,
ACE American Insurance Company, Arch Insurance Company, RSUI
Indemnity Company, Chartis Property Casualty Company, formerly
known as "AIG Casualty Company," London, Subscribing to Policy No.
B0509QA027908, also known as "Lloyd's Underwriter Syndicate No.
2488 AGM London," Allied World Assurance Company Ltd., and
Scottsdale Indemnity Company.  Because Allied World Assurance
Company Ltd. was not served, it did not participate in the
submission of the Motion to Dismiss.

The case is, WASHINGTON MUTUAL, INC. Plaintiff, v. XL SPECIALTY
INSURANCE COMPANY, et al.,1 Defendants, Adv. Proc. No. 12-50422
(Bankr. D. Del.).  A copy of Judge Walrath's Oct. 4, 2012
Memorandum Opinion is available at http://is.gd/jyAMYufrom
Leagle.com.

                   About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11 case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WINDOW FACTORY: Robert C. Fellmeth Named as C. Privacy Ombudsman
---------------------------------------------------------------
The U.S. Trustee for Region 15 appointed Robert C. Fellmeth as
consumer privacy ombudsman in the Chapter 11 case of The Window
Factory, Inc.

Upon the application of Richard M. Kipperman, Chapter 11 trustee,
the Bankruptcy Court has directed the U.S. Trustee to appoint a
consumer privacy ombudsman.

The consumer privacy ombudsman will file his or her report within
the time specified by Bankruptcy Local Rule 6004-4(c), unless
otherwise directed by this Court.

                     About The Window Factory

American Integrity Corp., Ajit Ahooja, and Herde Computer Services
signed involuntary Chapter 11 petitions for The Window Factory,
Inc., (Bankr. S.D. Calif. Case No. 11-19842) on Dec. 8, 2011.
Judge Laura S. Taylor presides over the case.  Jeffrey D.
Schreiber, Esq., at The Schreiber Law Firm, serves as counsel to
the petitioning creditors, which allege $407,000 in total claims.

As reported in the Troubled Company Reporter on Jan. 27, 2012, the
Court entered an order for relief under Chapter 11.  Richard
Kipperman was appointed as Chapter 11 trustee.


WJO INC: Hearing on Cash Collateral Access Continued Until Oct. 31
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
continued until Oct. 31, 2012, at 11 a.m., the hearing to consider
WJO, Inc.'s motion to use cash collateral.

As reported by the Troubled Company Reporter on June 8, 2012, the
Debtor intends to use the cash collateral to fund its business
operations.  Tristate Capital Bank asserts that it holds valid,
enforceable, and allowable claims against Debtor under a revolving
credit facility with unpaid principal of $3.1 million and under a
term loan with unpaid principal of $820,000.

As adequate protection of the Lender's interest in the Pre-
Petition Collateral and the Cash Collateral, the Trustee grants
the Lender valid and automatically perfected first priority
replacement liens and security interests in and upon all of the
properties and assets of the Debtor.  To the extent that the
adequate protection is insufficient to adequately protect the
Lender from diminution of its interest in the pre-petition Cash
Collateral, the Lender is granted a superpriority administrative
expense claim and all of the other benefits and protections
allowable under Sections 503(b) and 507(b) of the U.S. Bankruptcy
Code.  The Lender will have a valid and automatically perfected
first priority replacement lien and security interest in the DIP
account (and all other accounts).

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.


WJO INC: James Hollawell and Veith Law Ok'd as Special Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized Alfred T. Giulano, Chapter 11 trustee for the estate of
WJO, Inc., to employ the Law Office of James J. Hollawell, P.C.
and Veith Law Firm as special co-counsel.

As reported in the Troubled Company Reporter on Sept. 14, 2012,
the trustee related that in connection with the Petitions filed at
the Commonwealth of Pennsylvania, Bureau of Workers' Compensation,
against certain workers' compensation patients' employers and
their workers compensation insurance carriers, the trustee
proposesd to pay Hollawell on a contingency basis of 25% of any
recovery plus costs.

Hallowell and Veith are expected to continue with the seven
current appeals, and to prosecute and defend future appeals and
petitions for supesedeas.

In connection to the Current Appeals, special co-counsel will
continue with them for no additional consideration.  In
consideration to future appeals, the trustee will pay special co-
counsel the aggregate flat fee of $5,000 plus costs with $3,000 to
be paid to Veith and $2,000 to be paid to Hollawell.  Veith will
continue to do legal research and draft all appelate documents.
Hollawell will continue to identify all of the issues to be raises
on appeal, legal research, and edit all appeal documents.

In the event that oral argument is ordered by any of the Appellate
Courts, the Chapter 11 Trustee proposes to pay Hollawell an
additional flat fee of $2,500 for each oral argument.

In the event any appeals are filed on Utilization Review Petitions
or defended before the Workers' Compensation Appeal Board, the
trustee will pay Hollawell a separate flat fee of $5,000 as full
and final payment for all appellate work before the Workers'
Compensation Appeal Board including oral argument.

To the best of the trustee's knowledge, special co-counsel has no
connection with the debtor, creditors, or any other parties in
interest, their respective attorneys or accountants.

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.


ZALE CORP: Incurs $27.3 Million Net Loss in Fiscal 2012
-------------------------------------------------------
Zale Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$27.31 million on $1.86 billion of revenue for the year ended
July 31, 2012, a net loss of $112.30 million on $1.74 billion of
revenue for the year ended July 31, 2011, and a net loss of
$93.67 million on $1.61 billion of revenue for the year ended
July 31, 2010.

The Company's balance sheet at July 31, 2012, showed $1.17 billion
in total assets, $992.10 million in total liabilities and $178.93
million in total stockholders' investment.

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

                        http://is.gd/GqmLmN

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/


ZOTA PETROLEUMS: Bankr. Court Affirms Sublessee's Rights
--------------------------------------------------------
D&MRE, LLC, asked the Bankruptcy Court overseeing the Chapter 7
liquidation case of Zota Petroleums LLC for recognition of its
sublessee rights under a sublease rejected by the Debtor.  LAP
Petroleum, LLC, opposed the request, arguing that it purchased the
underlying lease from the Debtor free and clear of any interest
asserted by D&MRE.  In an Oct. 1, 2012 Memorandum Opinion
available at http://is.gd/BCC002from Leagle.com, Chief Bankruptcy
Judge Douglas O. Tice, Jr., said resolution of the issue requires
an analysis of the interplay between Sections 363 and 365(h) of
the Bankruptcy Code.  Accordingly, the Court held that the
provisions of Sec. 365(h), which give the sublessee the right to
retain its rights under the lease, apply, and D&MRE is entitled to
the quiet enjoyment of those rights.

Zota Petroleums was the lessee under a lease agreement with
Kelmont, LLC, for certain real property located in King William
County, Virginia.  In turn, the Debtor leased its interest in that
same property to D&MRE.

                          Zota Petroleums

Based in Mechanicsville, Virginia, Zota Petroleums LLC filed for
Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 11-35079) on
Aug. 7, 2011.  The Debtor leased 16 gas stations and convenience
stores in central Virginia.  Judge Douglas O. Tice, Jr., presides
over the case.  Douglas A. Scott PLC served as the Debtor's
counsel. In its petition, the Debtor estimated under $50,000 in
assets and $1 million to $10 million in debts.  The petition was
signed by Shashikant Zota, managing member.

Keith L. Phillips was appointed as chapter 11 trustee in the case
and is represented by lawyers at Kutak Rock LLP.

In October 2011, the Chapter 11 Trustee won court permission to
sell substantially all of the Debtor's assets.  An auction was
subsequently held, and LAP Petroleum, LLC, was the successful
bidder.


ZUERCHER TRUST: Status Conference Set for Nov. 16
-------------------------------------------------
The Bankruptcy Court in San Francisco, California, will hold a
Chapter 11 Status Conference in the bankruptcy case of The
Zuercher Trust of 1999 on Nov. 16, 2012, at 9:30 a.m. at San
Francisco Courtroom 23 - Carlson.

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Thomas E. Carlson presides over
the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP, serves
as the Debtor's counsel.

The Debtor, a business trust, estimated assets and debts of
$10 million to $50 million.  The Debtor owns property in
621 S. Union Avenue, in Los Angeles.  The property is currently in
REAP for alleged city health code violations.

The petition was signed by Monica H. Hujazi, trustee.


* Commercial Bankruptcies Drop 22% in 2012, ABI Reports
-------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the American
Bankruptcy Institute on Wednesday said U.S. commercial bankruptcy
filings were down 22% in the first three quarters of 2012 against
the same span last year, citing persistent low interest rates,
though experts say the unusual length of the economic slump and
other factors may be at work as well.

According to Alexandria, Va.-based ABI, this year has seen 44,750
business bankruptcy filings through September, compared with
57,613 for the same nine months in 2011, Bankruptcy Law360
relates.


* Judge Bars Lien-Stripping in Chapter 20 Within Four Years
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that courts are divided on the issue whether an individual
in Chapter 13 who isn't eligible for a discharge may strip off a
wholly unsecured subordinate mortgage.  U.S. District Judge
Charles N. Clevert Jr. in Milwaukee sided with courts saying it
isn't permissible.  The case involved an individual who filed in
Chapter 13 less than four years after receiving a discharge in
Chapter 7.  Her plan called for paying $43,000 over five years
without receiving a new discharge.

The report relates that, she sought to "strip off" a second
mortgage on her home where the value was less than the first
mortgage.  Had she succeeded, the second-mortgage lender would
have been treated as a wholly unsecured creditor and couldn't have
foreclosed after bankruptcy.  The bankruptcy court didn't permit
the second mortgage to be stripped of its secured status.

The report notes that noting that lower courts are divided, Judge
Clevert said that those not allowing stripping say it would amount
to a "de facto discharge" when none is permitted.  Courts allowing
stripping say nothing in the Bankruptcy Code prohibits the result
in a Chapter 20 case, which is the common term for a Chapter 7
followed by a Chapter 13.  Judge Clevert was persuaded by a
bankruptcy court decision from Illinois to prevent stripping when
a discharge is barred.

The case is Lindskog v. M&I Bank, 11-0476, U.S. District Court,
Eastern District Wisconsin (Milwaukee).


* Evercore Hires Lazard's Goldstein for Restructuring Group
-----------------------------------------------------------
Zachary Tracer and Beth Jinks at Bloomberg News report that
Evercore Partners Inc., the investment-banking advisory firm
founded by Roger Altman, hired Lazard Ltd.'s Stephen Goldstein for
its restructuring and debt group.

According to the report, Mr. Goldstein, who spent a decade at
Lazard, will be a senior managing director, focusing on corporate
restructuring and financing, New York-based Evercore said Oct. 5
in a statement.  Mr. Goldstein, 42, advised on restructurings and
debt-financing transactions for companies including grocer Great
Atlantic & Pacific Tea Co., commercial real-estate lender iStar
Financial Inc. and Charter Communications Inc., a cable-television
operator, Evercore said.  Advisory firms anticipate an increase in
restructurings amid concern that slowing global growth and
Europe's debt crisis will diminish investor appetite for risky
securities and limit options for companies seeking to refinance.

The Bloomberg report discloses that Mr. William Repko, co-founder
of Evercore's restructuring group, moved to a senior advisory role
at the end of 2011.  The group, headed by co-founder David Ying,
hired Steve Wellington in April as a senior managing director in
London from Bank of America Corp., and recruited Lloyd Sprung from
Miller Buckfire & Co. last year.  Before Lazard, Goldstein worked
as an investment banker at Thomas Weisel Partners Group Inc. and
its predecessor firm, Montgomery Securities, and began as an
attorney at Morgan, Lewis & Bockius.  He received a law degree
from New York University School of Law, and a bachelor of arts
from Cornell University.

                      About Evercore Partners

Evercore Partners (NYSE: EVR) -- http://www.evercore.com/-- is an
investment banking boutique and investment firm.  Evercore's
Advisory business counsels its clients on mergers, acquisitions,
divestitures, restructurings and other strategic transactions.
Evercore's Investment Management business manages private equity
funds and provides traditional asset management services to
sophisticated institutional investors.  Evercore serves a diverse
set of clients around the world from its offices in New York, San
Francisco, London, Mexico City and Monterrey, Mexico.


* BOND PRICING -- For Week From Oct. 1 to 5, 2012
-------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
A123 SYSTEMS INC    3.750  4/15/2016    33.000
AES EASTERN ENER    9.000   1/2/2017     2.000
AES EASTERN ENER    9.670   1/2/2029     9.500
AFFYMETRIX INC      3.500  1/15/2038    89.935
AGY HOLDING COR    11.000 11/15/2014    49.400
AHERN RENTALS       9.250  8/15/2013    59.500
ALION SCIENCE      10.250   2/1/2015    59.225
AMBAC INC           6.150   2/7/2087     4.850
ATP OIL & GAS      11.875   5/1/2015    18.375
ATP OIL & GAS      11.875   5/1/2015    18.375
ATP OIL & GAS      11.875   5/1/2015    19.000
BAC-CALL10/12       5.800  4/15/2029   100.500
BGC-CALL10/12       7.125   4/1/2017   103.625
BUFFALO THUNDER     9.375 12/15/2014    35.500
CALIF BAPTIST       7.100   4/1/2014     4.500
CAPMARK FINL GRP    6.300  5/10/2017     2.000
CHAMPION ENTERPR    2.750  11/1/2037     1.000
CTL-CALL10/12       8.000  10/1/2015   104.750
DIRECTBUY HLDG     12.000   2/1/2017    20.500
DIRECTBUY HLDG     12.000   2/1/2017    20.500
DOWNEY FINANCIAL    6.500   7/1/2014    55.000
EASTMAN KODAK CO    7.000   4/1/2017    12.000
EASTMAN KODAK CO    7.250 11/15/2013    10.500
EASTMAN KODAK CO    9.200   6/1/2021     9.000
EASTMAN KODAK CO    9.950   7/1/2018    23.354
EDISON MISSION      7.500  6/15/2013    54.450
ELEC DATA SYSTEM    3.875  7/15/2023    97.000
ENERGY CONVERS      3.000  6/15/2013    43.250
FIBERTOWER CORP     9.000   1/1/2016    30.000
GEN CABLE CORP      1.000 10/15/2012    99.185
GEN CABLE CORP      1.000 10/15/2012    99.185
GEOKINETICS HLDG    9.750 12/15/2014    44.250
GLB AVTN HLDG IN   14.000  8/15/2013    35.363
GLOBALSTAR INC      5.750   4/1/2028    48.750
GMX RESOURCES       4.500   5/1/2015    47.500
GMX RESOURCES       5.000   2/1/2013    87.750
HAWKER BEECHCRAF    8.500   4/1/2015    19.500
HAWKER BEECHCRAF    8.875   4/1/2015    19.500
HAWKER BEECHCRAF    9.750   4/1/2017     0.500
HOV-CALL11/12      10.625 10/15/2016   108.387
HUTCHINSON TECH     8.500  1/15/2026    55.425
ITWG-CALL11/12      9.750  4/15/2015   102.781
ITWG-CALL11/12      9.750  4/15/2015   102.781
JAMES RIVER COAL    4.500  12/1/2015    40.000
KV PHARM           12.000  3/15/2015    34.625
KV PHARMA           2.500  5/16/2033     4.125
KV PHARMA           2.500  5/16/2033     4.500
LEHMAN BROS HLDG    0.250 12/12/2013    19.500
LEHMAN BROS HLDG    0.250  1/26/2014    19.500
LEHMAN BROS HLDG    1.000 10/17/2013    19.500
LEHMAN BROS HLDG    1.000  3/29/2014    19.500
LEHMAN BROS HLDG    1.000  8/17/2014    19.500
LEHMAN BROS HLDG    1.000  8/17/2014    19.500
LEHMAN BROS HLDG    1.250   2/6/2014    19.500
LEHMAN BROS HLDG    1.500  3/29/2013    19.500
LEHMAN BROS INC     7.500   8/1/2026    14.938
LIFECARE HOLDING    9.250  8/15/2013    36.854
MANNKIND CORP       3.750 12/15/2013    61.540
MASHANTUCKET PEQ    8.500 11/15/2015     9.250
MASHANTUCKET PEQ    8.500 11/15/2015    15.725
MASHANTUCKET TRB    5.912   9/1/2021     9.250
MF GLOBAL LTD       9.000  6/20/2038    51.250
NEWPAGE CORP       10.000   5/1/2012     5.250
NEWPAGE CORP       11.375 12/31/2014    58.500
NGC CORP CAP TR     8.316   6/1/2027    13.000
PATRIOT COAL        3.250  5/31/2013    16.000
PENSON WORLDWIDE    8.000   6/1/2014    39.074
PLATINUM ENERGY    14.250   3/1/2015    40.000
PMI CAPITAL I       8.309   2/1/2027     1.125
PMI GROUP INC       6.000  9/15/2016    26.250
POWERWAVE TECH      3.875  10/1/2027     6.000
POWERWAVE TECH      3.875  10/1/2027    11.937
RESIDENTIAL CAP     6.500  4/17/2013    25.375
RESIDENTIAL CAP     6.875  6/30/2015    25.625
SCHOOL SPECIALTY    3.750 11/30/2026    58.500
TERRESTAR NETWOR    6.500  6/15/2014    10.000
TEXAS COMP/TCEH    10.250  11/1/2015    25.750
TEXAS COMP/TCEH    10.250  11/1/2015    26.000
TEXAS COMP/TCEH    10.250  11/1/2015    27.750
TEXAS COMP/TCEH    15.000   4/1/2021    37.750
TEXAS COMP/TCEH    15.000   4/1/2021    36.000
THQ INC             5.000  8/15/2014    58.500
TIMES MIRROR CO     7.250   3/1/2013    37.050
TRAVELPORT LLC     11.875   9/1/2016    37.250
TRAVELPORT LLC     11.875   9/1/2016    37.313
TRIBUNE CO          5.250  8/15/2015    37.625
USEC INC            3.000  10/1/2014    40.000
WCI COMMUNITIES     6.625  3/15/2015     0.500



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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