TCR_Public/121010.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 10, 2012, Vol. 16, No. 282

                            Headlines

360 GLOBAL: Files Form 10-Q for 1st Quarter of 2008
4 KIDS ENTERTAINMENT: Files Plan, Looks to Emerge With New Focus
ABB/CON-CISE: Moody's Assigns 'B2' Corp. Family Rating
AFA FOODS: Former Workers Move to Push Into Chapter 7
AMERICAN AIRLINES: Wins OK to Purchase 30th New Aircraft

AMERICAN AIRLINES: Creditors Committee Won't Review Letter
AMERICAN AIRLINES: Oct. 25 Hearing on BNY Adequate Protection Bid
AMERICAN AIRLINES: Traffic Dropped 2.8% in September
AMERICAN AIRLINES: American Eagle Pilots Ratify New CBA
AMPAL-AMERICAN: U.S. Trustee Appoints 3-Member Creditors' Panel

AMPAL-AMERICAN: Section 341 Meeting Adjourned to Oct. 24
ARCAPITA CAPITAL: Defends Ch. 11 Extension Bid Amid Objections
AVENTINE RENEWABLE: S&P Withdraws 'SD' Corporate Credit Rating
AWAS AVIATION: S&P Lifts CCR to 'BB+' on $800MM Loan Conversion
BETTER ONLINE: Nasdaq Grants Hearing Request for Continued Listing

BEVERAGES & MORE: Moody's Affirms 'Caa1' CFR/PDR; Outlook Stable
BROADVIEW NETWORKS: Court Confirms Chapter 11 Plan
CELL THERAPEUTICS: Offering 60,000 Series 17 Preferred Shares
CENTRAL EUROPEAN: Has $94MM Loss in Q2, Amends Prior Financials
CHINA AGRITECH: Rigrodsky & Long Files Fraud Class Action Lawsuit

CHRIST HOSPITAL: Can Employ Maloof as Litigation Counsel
CLEARWIRE CORP: Intel Owns 12.6% of Class A Shares
COCOPAH NURSERIES: Wells Fargo Balks at Bid to Use Cash Collateral
COLUMBUS COUNTRY CLUB: Judge Approves $1.6 Million Sale to EMCC
CONTEC HOLDINGS: Court Confirms Chapter 11 Prepackaged Plan

COLLEGE BOOK: Involuntary Chapter 11 Case Summary
DALLAS ROADSTER: J. Bennett White Approved as Substitute Counsel
DEWEY & LEBOEUF: Partner Settlements Approved; Examiner Bid Denied
DEWEY & LEBOEUF: 2 Members Resign From Former Partners Committee
DEWEY & LEBOEUF: Seaport Buys Two Swiss Post Claims

DEWEY & LEBOEUF: Settlement Doesn't Require Large Contributions
DIGITAL DOMAIN: Hearing on West Palm Bid Reset to Oct. 23
DIGITAL DOMAIN: U.S. Trustee Appoints 3-Member Creditors' Panel
DIGITAL DOMAIN: WARN Claimants Question Necessity for KEIP
DIGITAL DOMAIN: Hiring FTI to Provide Financial Advisory Services

DYNEGY HOLDINGS: Reconstitutes Board of Directors
DYNEGY POWER: Fitch Revises Ratings Watch to Positive
ENERGY TRANSFER EQUITY: S&P Affirms 'BB' CCR; Outlook Stable
ENNIS COMMERCIAL: Schedules of Assets & Debts Filed for Ben Ennis
FRIENDFINDER NETWORKS: Bell, Staton Named Non-Executive Chairmen

GAMETECH INTERNATIONAL: Asset Sale Completed
GAMMA MEDICA: Court Approves $1.5 Million DIP Financing
GENE CHARLES: Court Approves Weir & Partners as Co-Counsel
GENE CHARLES: Files Schedules of Assets and Liabilities
GIBRALTAR CONSTRUCTION: Enters Bankruptcy in Puerto Rico

GMX RESOURCES: To Sell Parcel of Texas and La. Assets for $69MM
GRUBB & ELLIS: Faces $30 Million Suit Over Office RE Scheme
HARTFORD COMPUTER: Levenfeld Helped Resolve Case for Creditors
HOFMEISTER PERSONAL: Emerges From Chapter 11
INDALEX INC: Kirkland Can't Duck Suit Over $76MM Dividend Fraud

INDIANAPOLIS DOWNS: CEO Gets OK to Examine Winning Bidder's Docs
INFOTELECOM LLC: Broadvox-CLEC to Purchase Assets Out of Ch. 11
INSIGHT PHARMACEUTICALS: S&P Affirms 'B' Corporate Credit Rating
JILL HOLDINGS: S&P Raises Corp. Credit Rating to 'B-'; Outlook Neg
K-V PHARMACEUTICAL: Committee Proposes Stroock as Lead Counsel

K-V PHARMACEUTICAL: Committee Retains D&P as Financial Advisor
K-V PHARMACEUTICAL: Committee Retaining AGP as Regulatory Counsel
K-V PHARMACEUTICAL: Can Employ Willkie Farr as Bankruptcy Counsel
KEOWEE FALLS: U.S. Trustee Seeks Chapter 7 Conversion
LAKELAND DEVELOPMENT: Hires Henry Eshraghian as Tax Preparer

LAND CONSERVANCY: Judge Dismisses Chapter 11 Case
LAST MILE: Hires Parentebeard LLC as Tax Accountant
LEHMAN BROTHERS: Dante Noteholders Win Appeal on Intervention
LEHMAN BROTHERS: SIPA Trustee Settles LB Finance's $6-Bil. Claim
LEHMAN BROTHERS: Hedge Fund Group Supports Trustee's Sale Appeal

LEHMAN BROTHERS: Barclays Says FirstBank Claims Should Be Barred
LEHMAN BROTHERS: Walton, et al. Sue Over Properties
LEVEL 3: Announces Pricing of $1.2 Billion Term Loan Refinancing
LEVI STRAUSS: Signs Separation Agreement with Aaron Boey
LOCATION BASED TECHNOLOGIES: Launches PF886 Tracking Device

LON MORRIS: College to Be Sold at Auction
LPATH INC: Effects a 1-for-7 Reverse Split of Class A Shares
MARTIN COUNTY MARINE: Plan Confirmation Hearing on Oct. 11
MEDIA GENERAL: S&P Hikes CCR to 'B-' on Tampa Tribune Sale Deal
MEHR IN LOS ANGELES: Files for Chapter 11 in Los Angeles

MERVYN'S LLC: Creditors Land $166 Million LBO Settlement
MF GLOBAL: Parent Not Treated as Broker Liquidation
MOTHER EARTH'S ALTERNATIVE: Court Dismisses Chapter 11 Case
MT. VERNON PROPERTIES: Oct. 31 Hearing on Case Dismissal Bid
NASSAU BROADCASTING: Seeks 8-Week Extension to File Plan

NEWPAGE CORP: Senior Lenders to Recover 56.6% Under Plan
NORTHSTAR AEROSPACE: Court Approves Bid to Reject CBA
OCALA FUNDING: Taylor Bean Unit Sues to Recover Fraudulent Payment
OCWEN FIN'L: Fitch Puts 'B+' IDR on Watch Negative Over HRH Deal
ODYSSEY DIVERSIFIED: Files Schedules of Assets and Liabilities

PACIFIC GOLD: Issues 813.3 Million Common Shares to Executives
PATRIOT COAL: Caterpillar Objects to Bid to Move Ch. 11 Case
PATRIOT COAL: Objects to Automatic Stay Motion
PEAK 10: Moody's Assigns 'B3' Corp. Family Rating
PENNFIELD CORPORATION: Case Summary & Creditors List

PEREGRINE FINANCIAL: Vision Financial Buys Bulk Transfer
PINNACLE AIRLINES: Unions Balk at Bid to Void Labor Contracts
PINNACLE AIRLINES: T. Schmidt Succeeds A. McDuffie as PAO
PITTSBURGH CORNING: Plan Confirmation Hearing Today in Pittsburgh
RADAR PICTURES: Former Associates to Face Suit Over Takeover

RADIOSHACK CORP: Board OKs Salary Hike for CFO, CEO to $750,000
RADIOSHACK CORP: Significant Decline Cues Fitch to Junk Ratings
RAHA LAKES: Case Summary & 13 Largest Unsecured Creditors
RAILAMERICA INC: S&P Withdraws 'BB-' CCR on Merger Completion
RENEGADE HOLDINGS: Plan Confirmation Hearing Held Tuesday

RESIDENTIAL CAPITAL: FGIC Demands $193.7 Million to Cure Breaches
RESIDENTIAL CAPITAL: MBS Insurers Rail Against Portfolio Sales
RESPONSE GENETICS: Regains Compliance With NASDAQ Standards
RITZ CAMERA: Wants Until January to File Liquidating Plan
SANTEON GROUP: Incurs $75,000 Net Loss in First Quarter

SEALY CORP: Paul Glazer Discloses 6.1% Equity Stake
SILOAM SPRINGS: Files for Chapter 9 in Arkansas
SILOAM SPRINGS: Chapter 9 Case Summary & Creditor List
SIONIX CORP: Signs $1 Million Securities Purchase Agreement
SOLYNDRA LLC: UNITE HERE Denounces Reorganization Plan

SOUTHERN AIR: Plan to Relocate to CVG On Hold
SOUTHERN AIR: Keeps Two B747-400s for Now
TECHNEST HOLDINGS: To Borrow $100,000 from Khal Aljerian
TOM MARTINO: Asks Court to Convert Liquidating Case to Chapter 11
TRAFFIC CONTROL: Court Approves DSI Hiring, Berman as CRO

UNIGENE LABORATORIES: Richard Levy Discloses 65.3% Equity Stake
UNITED RETAIL: Plan of Liquidation Became Effective
UPPER CRUST: Pizza Chain Files to Reorganize in Boston
VISUALANT INC: PMB Succeeds Madsen & Associates as Accountant
W.R. GRACE: Wayne Storage Site Removed From Superfund List

W.R. GRACE: May Face Lawsuit Over Unpaid Water Bills
W.R. GRACE: To Release Third-Quarter Results on Oct. 24
YNOT LLC: Files for Bankruptcy to Restructure $1 Million Debt
ZACKY FARMS: Files for Chapter 11 to Reorganize

* Moody's Says Global Corporate Default Rate Up 3% in 3Q2012
* Debt of Dissolved Company Not Discharged for Owners

* Kramer Levin Has Most "Top 100" Attys. On NY Super Lawyers List

* Upcoming Meetings, Conferences and Seminars

                            *********

360 GLOBAL: Files Form 10-Q for 1st Quarter of 2008
---------------------------------------------------
360 Global Investments recently filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $0 on $0 of revenue for the three months ended March
31, 2008, compared with a net loss of $1.55 million on $0 of
revenue for the same period during the prior year.  The Company's
balance sheet at March 31, 2008, showed $250,000 in total assets,
$250,000 in total liabilities and $0 in total shareholders'
equity. A copy of the Form 10-Q is available for free at:
http://is.gd/UsVnBh

360 Global reported net income of $36.30 million on $0 of revenue
for the year ended Dec. 31, 2007, compared with a net loss of
$89.12 million on $17.26 million of revenue for the year ended
Dec. 31, 2006.

On Dec. 12, 2008, 360 Global's Disclosure Statement and Plan of
Reorganization was confirmed by U.S. Bankruptcy Court for the
District of Nevada.

As described in the Global Plan, the Company's business plan is
made up of two activities.  First, undertaking the administrative,
accounting, SEC related, and all other work necessary to prepare
and file updated financial statements and annual and quarterly
reports with the SEC and any other governmental organizations, in
order to re-establish Reorganized Global as a fully reporting
public company and re-list its common stock on a nationally
recognized stock exchange or market quotation system.

In order to accomplish this goal, Reorganized Global's plan is to
complete the following SEC filings, which Reorganized Global will
complete as soon as practical taking into account the general
economic climate:

    * 10Q for the 3rd quarter of 2007 - done
    * 10K annual report for the year ended Dec. 31, 2007-done
    * 10Q for the 1st quarter of 2008
    * 10Q for the 2nd quarter of 2008
    * 10Q for the 3rd quarter of 2008
    * 10K annual report and audit for the year ended Dec. 31, 2008
    * 10Q for the 1st quarter of 2009
    * 10Q for the 2nd quarter of 2009
    * 10Q for the 3rd quarter of 2009
    * 10K annual report and audit for the year ended Dec. 31, 2009
    * 10Q for the 1st quarter of 2010
    * 10Q for the 2nd quarter of 2010
    * 10Q for the 3rd quarter of 2010
    * 10K annual report and audit for the year ended Dec. 31, 2010
    * 10Q for the 1st quarter of 2010
    * 10Q for the 2nd quarter of 2010
    * 10Q for the 3rd quarter of 2010
    * 10K annual report and audit for the year ended Dec. 31, 2010
    * 10Q for the 1st quarter of 2011
    * 10Q for the 2nd quarter of 2011
    * 10Q for the 3rd quarter of 2011
    * 10K annual report and audit for the year ended Dec. 31, 2011
    * 10Q for the 1st quarter of 2012

                          About 360 Global

360 Global Investments, formerly 360 Global Wine Company, is a
publicly traded investment holding company that has invested in a
number of diverse business activities and that has targeted a
number of industries for future investment.  360 Global is
domiciled in the state of Nevada and its corporate headquarters
are located in Los Angeles, Calif.

360 Global Wine Company, Inc., filed for Chapter 11 protection
(Bankr. D. Nev. Case No. 07-50205) on March 7, 2007.


4 KIDS ENTERTAINMENT: Files Plan, Looks to Emerge With New Focus
----------------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that 4Kids
Entertainment Inc. introduced its Chapter 11 plan, which would
repay unsecured creditors in full and set the business up for a
new life as a more streamlined licensing agent with a fresh
appetite for sports deals.

Lisa Uhlman at Bankruptcy Law360 reports that 4Kids' plan calls
for the payment in full of secured and unsecured claims and the
preservation of common stock.

Bankruptcy Law360 relates that the company argues in a disclosure
statement accompanying and explaining the plan that it maximizes
the value of 4Kids' estate and that any alternative, such as
liquidation, would result in delays, additional costs and possible
litigation.

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.


ABB/CON-CISE: Moody's Assigns 'B2' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B3 Probability of Default Rating to ABB/Con-Cise Optical
Group LLC. At the same time, Moody's assigned B2 (LGD 3, 31%)
ratings to the company's proposed first lien senior secured credit
facilities, including a $115 million senior secured first lien
term loan B and a $40 million senior secured first lien revolver.
The proceeds from the senior secured credit facilities will be
used, along with an equity contribution, to finance the
acquisition of ABB Concise by New Mountain Capital ("NMC") from
current owners, including Riordan, Lewis & Haden, and pay
transaction fees and expenses. The outlook for the ratings is
stable.

The ratings reflect the significant common equity contribution by
NMC as well as rollover equity by management and existing
shareholders. This is the first time Moody's has publicly rated
ABB Concise.

All ratings are subject to review of final documentation.

Moody's assigned the following ratings:

  $40 million senior secured first lien revolving credit
  facility, rated B2 (LGD 3, 31%)

  $115 million senior secured first lien term loan B, rated B2
  (LGD 3, 31%)

  Corporate Family Rating, B2

  Probability of Default Rating, B3

Ratings Rationale

"The B2 Corporate Family Rating reflects the company's small
absolute size based on revenue and earnings, relatively high
financial leverage, and limited business-line and supplier
diversity," stated Daniel Gon‡alves, an Analyst at Moody's
Investors Service.

"However, ABB Concise's credit profile benefits from the company's
leading scale and market position among U.S. distributors of soft
contact lenses, stable operating margins, solid diversity across
both customers and geographies, and good customer retention
rates," continued Gon‡alves.

On a pro forma basis for the twelve months ended June 30, 2012,
the company's adjusted debt to EBITDA was approximately 4.5 times.
Moody's expects this metric to improve to approximately 4.3 times
on an adjusted basis for the twelve months ended September 30,
2012, on a pro forma basis for the realization of cost savings
related to headcount reductions. Over the intermediate-term,
Moody's expects ABB Concise to benefit from favorable fundamentals
within the U.S. optical industry, as well as increased
technological innovation within contact lens market.

The rating outlook is stable, reflecting Moody's expectation that
financial leverage will improve over the next 12 to 18 months, and
that working capital will improve such that the company will
exhibit improved free cash flow to debt. That said, it is unlikely
that these improvements will be sufficient to warrant a higher
rating over this time period, given the company's small size and
limited business-line and supplier diversity.

While an upgrade is unlikely over the near-term, the ratings could
be upgraded if positive free cash flow is sustained, and leverage
is permanently reduced to below 3.5 times.

Moody's could downgrade the ratings if there is a material
contraction in the level of operating cash flow, such that free
cash flow remains negative or if leverage rises above 5.0 times on
a sustained basis. In addition, the ratings could be lowered if
the company's liquidity deteriorates.

The principal methodology used in rating ABB Concise was the
Global Distribution and Supply Chain Services methodology
published in November 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Coral Springs, Florida, ABB Concise is the
largest distributor of soft contact lenses in the United States,
supplying over 20,000 eye care professionals ("ECP"), including
approximately 15,000 independent ECPs and 5,000 other ECPs,
including national retail chains and franchisees. Following an LBO
transaction, the company will be privately-owned by New Mountain
Capital, a private-equity sponsor. For the twelve months ended
September 30, 2012, the company generated total revenues of
approximately $503 million.


AFA FOODS: Former Workers Move to Push Into Chapter 7
-----------------------------------------------------
A class of more than 400 former workers displaced by AFA Foods
Inc.'s collapse are pushing to have the failed meat processor
kicked out of Chapter 11 bankruptcy and forced into a Chapter 7
liquidation.  Jamie Santo at Bankruptcy Law360 reports that the
putative class of ex-employees wants the company liquidated in
Chapter 7, saying the proposed global settlement would leave
nothing left for them to recover.

                          About AFA Foods

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

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins OK to Purchase 30th New Aircraft
--------------------------------------------------------
Judge Sean Lane gave American Airlines Inc. the go-signal to
purchase from The Boeing Co. a Boeing 737-823 aircraft bearing
U.S. Registration No. N904NN, and to implement a sale and
simultaneous leaseback of the aircraft with International Lease
Finance Corp.

Since the Petition Date, the Debtors have sought and obtained
permission from the Court to purchase almost 30 aircraft from
Boeing and enter into sale and leaseback transactions with
respect to the purchased aircraft.

                          About AMR Corp.

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Creditors Committee Won't Review Letter
----------------------------------------------------------
The committee of AMR Corp.'s unsecured creditors dropped its
motion filed September 6, seeking to review the letter it received
from a certain Brian McDaniel.

Mr. McDaniel wrote to the Bankruptcy Court on July 12 requesting
that the Court review the Internal Revenue Service's denial of his
request for the turnover of documents related to AMR.

The committee wanted a copy of the letter, which was filed under
seal, to investigate any wrongful "act and conduct" of AMR and its
affiliated debtors.

                          About AMR Corp.

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Oct. 25 Hearing on BNY Adequate Protection Bid
-----------------------------------------------------------------
AMR Corp. and The Bank of New York Mellon Trust Company, N.A.,
agreed to adjourn to October 30 the hearing on BNY's motion for
adequate protection.  The companies also agreed to extend the
deadline for filing objections to the motion to October 19.
Replies to the objections are due by October 25.

This is the second adjournment.  The hearing was previously
scheduled Oct. 9.

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

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

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

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

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

                          About AMR Corp.

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Traffic Dropped 2.8% in September
----------------------------------------------------
AMR Corp., which wrestled with weeks of pilot sick calls, a rise
in maintenance write-ups and then problems with aircraft seats
coming loose on some of its Boeing 757s, said its total traffic
declined 2.8% in September, compared with the year-earlier month,
and domestic traffic fell by 7.1%.

According to a press release by the company, September's
consolidated passenger revenue per available seat mile (PRASM)
increased an estimated 4.0 percent versus the same period last
year, continuing the positive trend the airline has seen
throughout this year.  Absent the impact of operational challenges
due to flight cancellations and delays during the second half of
September, unit revenue improvement would have been approximately
0.4 points higher.

Consolidated capacity and traffic were 3.4 percent and 2.8 percent
lower year-over-year respectively, resulting in a consolidated
load factor of 81.1 percent, an increase of 0.5 points versus the
same period last year.

International load factor increased 3.0 points to 83.6 percent, as
traffic increased 3.2 percent on 0.5 percent less capacity.  The
Atlantic entity recorded the highest load factor of 86.9 percent,
an increase of 4.0 points versus September 2011.

Domestic capacity and traffic were 5.5 percent and 7.1 percent
lower year-over-year, respectively, resulting in a domestic load
factor of 80.5 percent, 1.4 points lower compared to the same
period last year.

On a consolidated basis, the company boarded 8.3 million
passengers in September.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: American Eagle Pilots Ratify New CBA
-------------------------------------------------------
The American Eagle pilots, represented by the Air Line Pilots
Association, Int'l (ALPA) ratified a bankruptcy restructuring
agreement that both ALPA and Eagle's senior executives tentatively
agreed to in August.  With more than 85 percent of eligible pilots
casting ballots, 75 percent of Eagle pilots voted in favor of the
agreement.  Representatives of the American Eagle Master Executive
Council (MEC), the union's governing body, approved the tentative
agreement in September and sent it out for a ratification vote to
all Eagle pilots.

"We are pleased with the level of pilot participation in this very
important process as well as the result of the vote," said Capt.
Tony Gutierrez, chairman of the EGL unit of ALPA.  "Emerging from
bankruptcy with the majority of our hard fought contract in place
is a major achievement in helping ensure that Eagle remains a
viable career choice for both existing and future pilots.  The
hard work is not yet over but a massive piece of this process is
now complete and we look forward to expeditious approval from the
Court."

The newly-ratified contract will now be submitted to the
bankruptcy court for 2nd District of New York for final approval.

Founded in 1931, the Air Line Pilots Association, International
(ALPA) is the largest airline pilot union in the world and
represents nearly 51,000 pilots at 35 U.S. and Canadian airlines,
including the more than 3,100 pilots at American Eagle.

                          About AMR Corp.

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

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

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

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

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

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

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

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


AMPAL-AMERICAN: U.S. Trustee Appoints 3-Member Creditors' Panel
---------------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, pursuant to 11
U.S.C. Sec. 1102(a) and (b), appointed three unsecured creditors
to serve on the Official Committee of Unsecured Creditors of
Ampal-American Israel Corp.

The Creditors Committee members are:

       1. Reznik Paz Nevo R.P.N. Trusts 2007 Ltd.
          Attn: Arye Danziger
          1 Azrieli Center (Round Bldg., 22nd floor)
          Tel Aviv 67201
          Israel

       2. Hermetic Trust (1975) Ltd.
          Attn: Dan Offer
          P.O. Box 3524
          Tel Aviv 61034
          Israel

       3. Mishmeret - Trusts Company Ltd.
          Attn: Ofer Shapira
          5 Azrieli Center (Square Tower, 27th floor)
          Tel Aviv 67025
          Israel

                        About Ampal-American

Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related.  Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors.  Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.

Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012.  The Company is pursuing a plan to restructure the Company's
Series A, Series B and Series C debentures.

Bankruptcy Judge Stuart M. Bernstein presides over the case.
Lawyers at Bryan Cave LLP, in New York, serves as counsel to the
Debtor.

As of June 30, 2012, the Company had US$542.3 million in total
assets and US$775.2 million in total liabilities.  The petition
was signed by Irit Eluz, chief financial officer, senior vice
president.


AMPAL-AMERICAN: Section 341 Meeting Adjourned to Oct. 24
--------------------------------------------------------
The Section 341 meeting of creditors and equity security holders
in the Chapter 11 case of Ampal-American Israel Corporation,
scheduled to take place on Oct. 17, 2012, has been adjourned to
Oct. 24, 2012, at 2:00 p.m..  The 341 meeting will be held at 80
Broad Street, 4th Floor, New York.

                        About Ampal-American

Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related.  Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors.  Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.

Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012.  The Company is pursuing a plan to restructure the Company's
Series A, Series B and Series C debentures.

Bankruptcy Judge Stuart M. Bernstein presides over the case.
Lawyers at Bryan Cave LLP, in New York, serves as counsel to the
Debtor.

As of June 30, 2012, the Company had US$542.3 million in total
assets and US$775.2 million in total liabilities.  The petition
was signed by Irit Eluz, chief financial officer, senior vice
president.


ARCAPITA CAPITAL: Defends Ch. 11 Extension Bid Amid Objections
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Arcapita Bank BSC(c)
defended its request for more time to file a Chapter 11 plan
Thursday, saying a group of lenders mischaracterized the case as
less complex than it is and promoted the "irrational conclusion"
that the debtor's plan is almost ready.

The Islamic bank filed a reply to the ad hoc group's objection to
its second bid for an extension of the exclusivity periods for
filing a reorganization plan and soliciting acceptances for it,
according to Bankruptcy Law360.

                        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.


AVENTINE RENEWABLE: S&P Withdraws 'SD' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'SD' corporate
credit rating on U.S. ethanol producer Aventine Renewable Energy
Holdings Inc. "We also withdrew our ratings on the company's debt.
We withdrew all the ratings at the company's request," S&P said.


AWAS AVIATION: S&P Lifts CCR to 'BB+' on $800MM Loan Conversion
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on AWAS
Aviation Capital Ltd., including raising the corporate credit
rating to 'BB+' from 'BB', and removed the ratings from
CreditWatch, where S&P placed them with positive implications on
Oct. 5, 2012.

The conversion of shareholder loans has reduced AWAS' debt to
capital by about 8% to the high-70% area from the mid-80% area.
"The company's debt leverage had been among the highest of its
rated peers, and the conversion of shareholder loans into equity
narrows the gap somewhat," said Standard & Poor's credit analyst
Betsy Snyder. "However, because the company will still carry a
heavy debt burden, which we expect to increase as it uses debt to
fund new aircraft deliveries, we expect funds from operations
(FFO) to debt to remain at about 9%."

"The ratings on AWAS reflect its position as a large provider of
aircraft operating leases and its diversified fleet and airline
customer base. Limiting credit considerations include exposure to
cyclical demand and lease rates for aircraft, a weaker financial
profile than some of its competitors, and a substantial percentage
of encumbered assets, constraining options for raising capital.
The ratings incorporate our expectations that these trends will
continue over the next several quarters. Standard & Poor's
characterizes AWAS' business risk profile as 'satisfactory,' its
financial risk profile as 'significant,' and its liquidity as
'adequate' under our criteria," S&P said.

"The outlook is stable. We expect AWAS' financial profile to
remain relatively consistent into 2013, with higher earnings and
cash flow offsetting incremental debt to fund new aircraft
deliveries. We could lower the ratings if AWAS completed a large
debt-financed aircraft portfolio acquisition or debt-financed
dividend to its owners, causing FFO to debt to decline to the mid-
single-digit percent area. We do not foresee an upgrade given the
company's ownership structure--it is owned by funds managed by
private equity firm Terra Firma and Canada Pension Plan Investment
Board (CPPIB). We typically do not rate transportation equipment
lessors owned by private equity higher than 'BB+' because of
financial policy concerns," S&P said.


BETTER ONLINE: Nasdaq Grants Hearing Request for Continued Listing
------------------------------------------------------------------
B.O.S. Better Online Solutions Ltd. disclosed that it received a
written notice from the Nasdaq Hearing Panel granting the
Company's request for continued listing on The Nasdaq Stock Market
until the end of 2012.

On Jan. 17, 2012, the Nasdaq Staff initially notified the Company
that the bid price of its listed security had closed at less than
$1.00 per share over the previous 30 consecutive business days,
and, as a result, did not comply with Listing Rule 5550(a)(2).
The Company has not regained compliance with the Rule within the
180 calendar days provided under Listing Rule 5810(c) (3) (A) and
its securities were therefore subject to delisting.

On July 19, 2012, the Company requested a hearing with the Panel,
and a hearing was held on Aug. 30, 2012.

The Panel determined that the continued listing of the Company's
securities on Nasdaq is contingent on:

   -- The Company affecting a reverse stock split in the ratio of
      1 for 4 by not later than Dec. 15, 2012.

   -- On or before Jan. 16, 2013, the Company must evidence a
      closing bid price of $1.00 or more for a minimum of ten
      prior consecutive trading days.

   -- On or before Oct. 31, 2012, the Company must inform the
      Panel in writing that the Board of Directors has authorized
      a shareholders meeting in order to consider and vote upon a
      reverse stock split by setting a date for the meeting and
      including in the agenda a vote to approve a reverse stock
      split in the ratio of 1 for 4.

There can be no assurance that such reverse split shall be
approved or that, if approved, the closing bid price shall be
$1.00 or more for a minimum of ten prior consecutive trading days.

Furthermore, the Panel has reserved the right to extend the
aforementioned ten-day period and to reconsider the continued
listing based on any event, condition or circumstance that exists
or develops that would, in the opinion of the Panel, make
continued listing inadvisable or unwarranted.

In the event that the Company's securities are delisted from the
Nasdaq Market, the Company would seek to have its ordinary shares
quoted in the over-the-counter market.

                             About BOS

B.O.S. Better Online Solutions Ltd. is a leading provider of RFID
and Supply Chain solutions to global enterprises.  BOS' RFID and
mobile division offers both turnkey integration services as well
as stand-alone products, including best-of-breed RFID and AIDC
hardware and communications equipment, BOS middleware and
industry-specific software applications.  The Company's supply
chain division provides electronic components consolidation
services to the aerospace, defense, medical, automotive and
telecommunications industries as well as to enterprise customers
worldwide.


BEVERAGES & MORE: Moody's Affirms 'Caa1' CFR/PDR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service revised Beverages & More, Inc.'s
("BevMo") outlook to stable from positive. Concurrently, Moody's
affirmed all existing ratings including the Caa1 corporate family
rating, the Caa1 probability of default rating, and the Caa1
senior secured notes rating.

The following ratings have been affirmed and LGD revised:

- Corporate family rating at Caa1

- Probability of default rating at Caa1

- $125 million senior secured notes rating at Caa1 (LGD4, 53%
   from 54%)

Ratings Rationale

The revision of the outlook to stable from positive reflects
Moody's opinion that an upgrade in the near to intermediate term
has become less likely as the rate of credit metrics improvements
has been slower than expected. While comparable store sales growth
still remains positive, the rate of growth has slowed compared to
last year. The economic recovery on the West Coast remains
sluggish and the traditional grocery store chains -- which sell
alcohol and compete with BevMo -- remain heavily promotional.
BevMo's debt/EBITDA remains high at above 7x for the twelve months
ended July 14,2012, and Moody's expects the metric to remain in
the low-7.0x range over the next twelve months, a level not
consistent with a higher rating (all metrics include Moody's
analytical adjustments).

The Caa1 corporate family rating reflects BevMo's weak credit
metrics that stem mainly from the 2007 leveraged buy-out of the
company by TowerBrook Capital Partners, L.P., a subsequent debt-
funded dividend, and the precarious economic conditions in the
regions the company operates. The company's small size and limited
geographic footprint relative to other retailers are also
significant ratings constraints. At the same time, supporting the
rating are the company's established position within its core
markets, growth track record including this year's entrance into
Washington, and the expectation for adequate liquidity over the
next twelve months.

The stable outlook reflects Moody's expectations of modest sales
growth from store openings and flat-to-low-single digit positive
comparable store sales balanced with the tepid economic conditions
particularly in the areas of BevMo's operations. The outlook also
incorporates Moody's belief that the company will maintain
adequate liquidity.

An upgrade in the near term is unlikely given slower than expected
operating performance improvements and the revision of the outlook
to stable from positive. Moody's would consider an upgrade with
sustained increases in comparable store sales, improved operating
margins, positive free cash flow, and a commitment towards
deleveraging. Specific metrics include debt/EBITDA sustained below
7.0x and EBITA/interest expense sustained above 1.0x.

Downward pressure on the ratings could arise if operating
performance falls below current expectations, if comparable store
sales growth turns and remains negative, if liquidity weakens in
any way, or if financial policies become more aggressive.

The principal methodology used in rating Beverages & More, Inc.
was the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Beverages & More, Inc. is an alcoholic beverage retailer. The
company operated a total of 118 stores, with 52 in Northern
California, 54 in Southern California, 10 in Arizona, and two in
Washington as of July 14, 2012. Private equity sponsor TowerBrook
Capital Partners, L.P. has owned the company since 2007.


BROADVIEW NETWORKS: Court Confirms Chapter 11 Plan
--------------------------------------------------
The U.S. Bankruptcy Court approved Broadview Networks Holdings'
Disclosure Statement and concurrently confirmed its Joint
Prepackaged Plan of Reorganization.

BankruptcyData.com reports that the Plan provides for:

   (a) Holders of the senior secured notes will receive 97.5% of
       the new equity and $150 million of new five-year 10.5%
       senior secured notes.

   (b) Holders of the existing preferred interests will receive
       2.5% of the new equity and two series of eight-year
       warrants to purchase up to:

        (i) 11% of the new common stock and

       (ii) 4% of the new common stock.

   (c) A new ABL facility with a minimum $25 million commitment
       will be issued.

   (d) The ABL facility will be repaid.

   (e) Other existing equity interests will be cancelled.

This plan, which was supported by an overwhelming majority of
Broadview Networks' stakeholders, will reduce the Company's
outstanding debt securities by half.  Broadview Networks
anticipates final regulatory approvals will be obtained within the
next few weeks.  With this done, it will allow the company to
emerge from bankruptcy in short order, consistent with the
Company's previously announced timeline.

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

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

                    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.


CELL THERAPEUTICS: Offering 60,000 Series 17 Preferred Shares
-------------------------------------------------------------
Cell Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a free writing prospectus relating to the
offering of 60,000 shares of Series 17 Preferred Stock (42.9
million shares of common stock issuable upon conversion of the
Series 17 Preferred Stock) of the Company.  Gross proceeds of the
offering will be $60 million.

The offering is expected to close on Oct. 11, 2012.

Jefferies & Company, Inc., is acting as sole book-running manager
for this offering, and Roth Capital Partners, LLC, and ThinkEquity
LLC are acting as co-managers.

A copy of the FWP is available for free at:

                       http://is.gd/CvvKEN

                      About Cell Therapeutics

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

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

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

                    Going Concern Doubt Raised

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

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

                        Bankruptcy Warning

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


CENTRAL EUROPEAN: Has $94MM Loss in Q2, Amends Prior Financials
---------------------------------------------------------------
Central European Distribution Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss attributable to the Company of $93.64
million on $402.75 million of sales for the three months ended
June 30, 2012, compared with a net loss attributable to the
Company of $3.33 million on $425.83 million of sales for the same
period during the prior year.

For the six months ended June 30, 2012, the Company reported a net
loss attributable to the Company of $33.46 million on $724.50
million of sales, in comparison with a net loss attributable to
the Company of $5.36 million on $743.91 million of sales for the
same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $1.86 billion
in total assets, $1.68 billion in total liabilities, $29.55
million in temporary equity, and $158.10 million in total
stockholders' equity.

                             Liquidity

Certain credit and factoring facilities are coming due in 2012,
which the Company expects to renew.  Furthermore, the Company's
Convertible Senior Notes are due on March 15, 2013.  The Company's
current cash on hand, estimated cash from operations and available
credit facilities will not be sufficient to make the repayment of
principal on the Convertible Notes and, unless the transaction
with Russian Standard Corporation is completed the Company may
default on them.  The Company's cash flow forecasts include the
assumption that certain credit and factoring facilities that are
coming due in 2012 will be renewed to manage working capital
needs.  Moreover, the Company had a net loss and significant
impairment charges in 2011 and current liabilities exceed current
assets at June 30, 2012.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

The transaction with Russian Standard Corporation is subject to
certain risks, including shareholder approval which may not be
obtained.  The Company's 2012 Annual Meeting of Stockholders,
which was postponed due to the need to restate the Company's
financial statements, is expected to be held as soon as
practicable.  The Company believes that if the transaction is
completed as scheduled, the Convertible Notes will be repaid by
their maturity date, which would substantially reduce doubts about
the Company's ability to continue as a going concern.

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

                        http://is.gd/ZTaRjo

                      Amends Periodic Reports

CEDC amended its annual report for the year ended Dec. 31, 2011,
and its quarterly reports for the period ended March 31, 2012, and
Sept. 30, 2011.

As previously disclosed, the Company changed its senior management
at its principal operating subsidiary in Russia, the Russian
Alcohol Group, during April 2012.  Following this change, senior
Company management requested that the new management team review
RAG's business operations and internal controls, including an
assessment of the resources and needs of the corporate finance and
reporting departments.

After completing its accounting investigation, the Audit Committee
has identified accounting irregularities at RAG, which resulted in
the understatement of retroactive trade rebates and trade
marketing refunds, as well as certain other errors that were
concealed from both the Company's senior management and the
independent auditors.

The Company's restated statements of operations at Dec. 31, 2011,
reflect a net loss of $1.32 billion on $1.73 billion of sales,
compared to a net loss of $1.29 billion on $1.78 billion of sales
as originally reported.  The Company's amended balance sheet at
Dec. 31, 2011, showed $2.01 billion in total assets, $1.80 billion
in total liabilities and $207.32 million in total stockholders'
equity.  The Company originally reported $2.07 billion in total
assets, $1.80 billion in total liabilities and $266.37 million in
total stockholders' equity.  A copy of the amended 2011 Form 10-K
is available for free at http://is.gd/ndjBu7

The Company's restated statements of operations for the three
months ended Sept. 30, 2011, reflect a net loss of $848.73 million
on $432.94 million of sales, in comparison with a net loss of
$839.85 million on $451.59 million of sales as originally
reported.  A copy of the amended Q3 2011 Form 10-Q is available at
http://is.gd/C6EGPb

The restated statements of operations for the three months ended
March 31, 2012, show net income attributable to the Company of
$60.18 million on $321.75 million of sales, compared with net
income attributable to the Company of $62.49 million on $323.97
million of sales as previously reported.  A copy of the amended Q1
2012 Form 10-Q is available at http://is.gd/7TKxKa

                             About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European'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
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

                           *     *     *

As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings
Services kept on CreditWatch with negative implications its 'CCC+'
long-term corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o.

"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.


CHINA AGRITECH: Rigrodsky & Long Files Fraud Class Action Lawsuit
-----------------------------------------------------------------
Rigrodsky & Long, P.A. discloses that it has filed a class action
lawsuit in the U.S. District Court for the District of Delaware on
behalf of all persons or entities that purchased the securities of
China Agritech, Inc. between Nov. 12, 2009 and March 11, 2011,
alleging violations of the Securities Exchange Act of 1934 against
certain of the Company's officers.  The case is entitled Smyth v.
Chang, Case No. 12-cv-1262 (D. Del.).

The firm can be reached at:

         Peter Allocco
         RIGRODSKY & LONG, P.A.
         825 East Gate Boulevard, Suite 300
         Garden City, NY
         Tel: (888) 969-4242
         E-mail: info@rigrodskylong.com
         http://www.rigrodskylong.com/news/china-agritech-inc-cagc

The Complaint alleges that China Agritech overstated its revenues
and omitted to disclose significant related-party transactions.
On Nov. 12, 2009, the Company filed a Form 10-Q with the U.S.
Securities and Exchange Commission reporting its third quarter
results.  The 10-Q was false because it materially misstated the
Company's revenue and net income for the quarter.  The Company's
Form 10-K, filed with the SEC on April 1, 2010, contained similar
misstatements about the Company's revenue and net income, in
addition to concealing related-party transactions involving China
Agritech's Chief Executive Officer, Yu Chang.  The 10-K indicated
that the Company purchased 15% and 12% of its raw materials from
Shenzhen Hongchou Technology Company Ltd. in fiscal 2009 and 2008,
respectively.  However, it failed to disclose that during that
time, Defendant Chang owned 90% of Shenzhen Hongchou.

Generally Accepted Accounting Principles, State of Financial
Accounting Standards and SEC regulations all require the Company
to disclose all material related-party transactions, which it
failed to do.

However, the truth started to reveal itself regarding the accuracy
of China Agritech's financial statements.  On Feb. 3, 2011, the
research firm LM Research published a report asserting that China
Agritech was engaged in fraud.  The report concluded that the
Company's financial statements were fraudulent, its purported
revenue was overstated and that its plants were idle.  As a result
of the LM Research report, shares in China Agritech declined from
a close of $10.78 on Feb. 2, 2011 to $9.85 on Feb. 3, 2011, on
unusually high volume of over 2.6 million shares.  Then, on Feb.
15, 2011, Bronte Capital issued a scathing report presenting
additional facts indicating that China Agritech was engaged in
fraud and could not possibly have produced the revenue it claimed
in its financial statements.  As a result of the Bronte Capital
report, shares in China Agritech declined from a close of $9.21 on
February 15, 2011 to $7.44 on Feb. 16, 2011, again on unusually
high volume of over 2.8 million shares.

On March 13, 2011, China Agritech announced the formation of a
Special Committee of its Board of Directors to investigate the
allegations of fraud that the Company maintained had been made by
third parties.  The next day, China Agritech announced in a Form
8-K filed with the SEC that Ernst & Young Hua Ming ("E&Y") had
been dismissed as the Company's independent auditor.  In
explaining its reasons for the dismissal, the Company revealed
that it had, in essence, concealed that E&Y had identified serious
problems with its financial statements as early as Dec. 15, 2010
and had informed the Company's board that an internal
investigation was necessary.  Yet, the Company failed to correct
the problems with the financial statements and failed to provide
verification for certain transactions - prompting "E&Y [to] orally
advise[] the Audit Committee that it may not be able to rely on
management's representations based on the issues identified."

Additionally, on March 14, 2011, the NASDAQ halted trading in
China Agritech stock with its share price at $6.88 per share and
initiated delisting proceedings.  On May 20, 2011, after being
delisted by the NASDAQ, China Agritech shares opened for trading
on the pink sheets.  That day, shares in China Agritech closed at
$3.80 per share, a decline of $3.08 per share, or almost 45%.

The firm says that entities who wish to serve as lead plaintiff
must move the Court no later than Dec. 4, 2012.  A lead plaintiff
is a representative party acting on behalf of other class members
in directing the litigation.  In order to be appointed lead
plaintiff, the Court must determine that the class member's claim
is typical of the claims of other class members, and that the
class member will adequately represent the class.

Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and
Garden City, New York, regularly litigates securities class,
derivative and direct actions, shareholder rights litigation and
corporate governance litigation, including claims for breach of
fiduciary duty and proxy violations in the Delaware Court of
Chancery and in state and federal courts throughout the United
States.

                       About China Agritech

China Agritech, Inc. -- http://www.chinaagritechinc.com-- is
engaged in the development, manufacture and distribution of liquid
and granular organic compound fertilizers and related products in
China.  The Company has developed proprietary formulas that
provide a continuous supply of high-quality agricultural products
while maintaining soil fertility.  The Company sells its products
to farmers located in 28 provinces of China.


CHRIST HOSPITAL: Can Employ Maloof as Litigation Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for District of New Jersey has
authorized Christ Hospital to employ Maloof, Lebowitz, Connahan &
Oleske as its special litigation counsel, nunc pro tunc to Feb. 6,
2012.

Maloof will be compensated on a contingency fee basis, according
to its historical practice of netting 25% of the total settlement
proceeds, as payment in full of fees and expenses incurred in the
prosecution of any matters settled.

Maloof will forfeit $15,000 of the $35,734 in postpetition fees
received without seeking prior approval of the Bankruptcy Court.
The Forfeiture will be returned to the Debtor's estate pursuant to
a compromise and settlement of the Debtor's claims against
Independent Care and United Health.

Maloof will apply to the Court for approval of any settlements
pursuant to the requirements of Bankruptcy Rule 9019, and seek
approval of the contingency fee to be assessed if the proposed
settlements are approved.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.

DIP lender HFG is represented in the Debtor's case by Benjamin
Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at
Wollmuth Maher & Deutsch LLP.

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.  J.H.
Cohn LLP serves as financial advisor to the committee.

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.  She is represented by Greenberg
Traurig as counsel.

Hudson Hospital Holdco is represented in the case by McElroy,
Deutsch, Mulvaney & Carpenter, LLP.  Community Healthcare
Associates is represented in the case by Lowenstein Sandler PC.
Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by Duane Morris LLP.


CLEARWIRE CORP: Intel Owns 12.6% of Class A Shares
--------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Intel Corporation disclosed that as of
Oct. 3, 2012, it beneficially owns 94,076,878 shares of Class A
Common Stock of Clearwire Corporation representing 12.6% of the
shares outstanding.  Intel previously reported beneficial
ownership of 94,076,878 Class A shares representing 14.3% of the
shares outstanding as of Aug. 29, 2012.  A copy of the amended
filing is available for free at http://is.gd/CaCTyG

                   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.


COCOPAH NURSERIES: Wells Fargo Balks at Bid to Use Cash Collateral
------------------------------------------------------------------
Wells Fargo Bank N.A. has opposed the entry of a third interim
order authorizing Cocopah Nurseries of Arizona, Inc., to use cash
collateral.  Wells Fargo said that under the proposed order, the
Debtor is unilaterally seeking to impose a five-week extension of
the use of Wells Fargo's cash collateral without the bank's
consent.

Wells Fargo said the request should be denied because it was
procedurally improper.  Wells Fargo also argued that:

    * The Debtors are aware that Wells Fargo was agreeable to a
      limited extension of cash collateral which had been conveyed
      to the Debtors; however, the Debtors unilaterally decided to
      request a longer extension knowing that a longer extension
      was not acceptable to Wells Fargo.

    * Other than theorizing that nothing will have changed in two
      weeks, the Debtors present no justification and certainly no
      legal authority for either a unilateral extension or a
      longer extension.

    * A longer extension is not warranted at this time.

Wells Fargo is represented by:

         Susan G. Boswell, Esq.
         John A. Harris, Esq.
         QUARLES & BRADY LLP
         One South Church Avenue, Suite 1700
         Tucson, AZ 85701-1621
         Telephone: (520) 770-8700
         Facsimile: (520) 623-2418
         E-mail: susan.boswell@quarles.com
                 john.harris@quarles.com

              - and -

         M. David Minnick, Esq.
         PILLSBURY WINTHROP SHAW PITTMAN LLP
         50 Fremont Street
         Post Office Box 7880
         San Francisco, CA 94120-7880
         Telephone: (415) 983-1351
         Facsimile: (415) 983-1200
         E-mail: dminnick@pillsburylaw.com

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


COLUMBUS COUNTRY CLUB: Judge Approves $1.6 Million Sale to EMCC
---------------------------------------------------------------
The Associated Press reports that a federal bankruptcy judge has
approved East Mississippi Community College's acquisition of the
Columbus Country Club.  EMCC was the only bidder at $1.6 million.

The AP, citing the Commercial Dispatch, EMCC officials said the
school will use the property to expand its course offerings and
relocate programs from crowded campus in Mayhew.

According to the AP, the sale will only satisfy debt to the first
primary secured creditor, a five-bank consortium to which the
Country Club owes $1.52 million.  The remaining primary secured
creditors -- Cadence Bank and Columbus businessman David Shelton
-- will not be repaid, according to court records.  The country
club owed Cadence $212,762 and Mr. Shelton $375,438.

Based in Columbus, Massachusetts, Columbus Country Club Inc. filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Miss. Case No.
11-12005) on May 3, 2011.  Craig M. Geno, Esq., at Harris Jernigan
& Geno, PLLC, represents the Debtor.  The Debtor estimated assets
and debts of between $1 million and $10 million.


CONTEC HOLDINGS: Court Confirms Chapter 11 Prepackaged Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
on Oct. 4, 2012, the joint Chapter 11 prepackaged plan of
reorganization of CHL, Ltd., and its debtor-affiliates.  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.  A copy of the confirmation order is available at:
http://bankrupt.com/misc/chl.confirmationorder.pdf

                       About Contec Holdings

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

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

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

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


COLLEGE BOOK: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: College Book Rental Company, LLC
                306 Andrus Drive
                Murray, KY 42017

Case Number: 12-09130

Involuntary Chapter 11 Petition Date: October 4, 2012

Court: Middle District of Tennessee (Nashville)

Petitioner's Counsel: Joseph A. Kelly, Esq.
                      FROST BROWN TODD LLC
                      150 3rd Avenue South, Suite 1900
                      Nashville, Tennessee 37201
                      Tel: (615) 251-5550

College Book's petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
David Griffin            Money Loaned           $15,000,000
413 Hillwood Drive
Nashville, TN 37205
    
Commonwealth Economics   Services Provided      $15,000
John R. Farris
108 Esplanade
Suite 340
Lexington, KY 40507

John Wittman             Services Provided      $158
306 Andrus Drive
Murray, KY 42017-2180
   
CTI Communications       Services Provided      $21,793
Rick Morrison
2821 emington Street
Suite 100
Fort Collins, CO 80525


DALLAS ROADSTER: J. Bennett White Approved as Substitute Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
having approved the employment of J. Bennett White, P.C., to serve
as counsel for Roadster Ltd. and IEDA Enterprises, Inc., has
approved the emergency motion of the Debtors for the substitution
of J. Bennett White, P.C., for the law firm of DeMarco-Mitchell,
PLLC, as Debtors' counsel.

J. Bennett White, P.C., will:

     a. give the Debtors legal advice with respect to their powers
        and duties as debtors-in-possession in the continued
        operation of their business and management of their
        property;

     b. prepare necessary applications, answers, orders,
        pleadings, reports, and other legal papers; and

     c. perform all other legal services for Debtors as
        debtors-in-possession which may be necessary.

J. Bennett White will undertake this representation at the hourly
rate of $300 per hour.  The rates of other attorneys in the Firm
range from $175 per hour to $225 per hour.  The terms of
employment also include an initial fee deposit in the amount of
$25,000 which is to be replenished whenever funds are withdrawn as
interim compensation.

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

            About Dallas Roadster and IEDA Enterprises

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

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

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

No trustee has been appointed in the Chapter 11 cases.


DEWEY & LEBOEUF: Partner Settlements Approved; Examiner Bid Denied
------------------------------------------------------------------
Bankruptcy Judge Martin Glenn issued a 27-page Memorandum Opinion
on Tuesday approving Dewey & LeBoeuf LLP's Partner Contribution
Settlement Agreements and Mutual Releases for Participating
Partners.

In the same decision, Judge Glenn declined the request by an ad
hoc committee of retired partners of LeBoeuf, Lamb, Leiby & MacRae
to appoint an examiner.

"The Court must weigh the future benefits of the [partner
contribution plan] settlement against the likelihood of success of
future litigation against the partners, while considering the
complexity and protracted nature of that potential litigation.
The benefits of the PCPs are incontrovertible," Judge Glenn said.

In denying the Examiner Motion, Judge Glenn noted, "From early on
in this case, it has been clear that the Ad Hoc Committee intended
to do whatever it could to scuttle any proposed PCP.  The Examiner
Motion has been the main tactical choice of the Ad Hoc Committee
to try to derail the PCPs."

Under the PCPs, 400 of Dewey's roughly 670 ex-partners agreed to
participate and have committed roughly $71 million in aggregate
settlement payments, constituting roughly 80% of the aggregate of
all Partner Contribution Amounts sought from former partners.

Jonathan A. Mitchell, Dewey's Chief Restructuring Officer,
testified in Court that the firm's costs currently average $8
million to $9 million a month, most of which is currently funded
by a temporary agreement with the Secured Lenders to use cash
collateral.

According to Judge Glenn, the PCPs will permit the Debtor to focus
its resources on the claims assigned to the estate by the
Participating Partners and the claims that the PCPs do not
release.  The PCPs will protect the estate from the extraordinary
administrative expense of litigating 400 additional adversary
proceedings (one per partner) over the course of an undeterminable
number of years.

The Debtor's professionals reviewed the Debtor's financial records
from 2011 to the Petition Date, and determined that approximately
$400 million was paid to partners during that period that could be
subject to various estate causes of action.

"The PCPs will lead to a quicker wind-down in chapter 11, and --
more importantly -- a quicker and more certain distribution to
creditors," Judge Glenn said. "Conversely, the success rate of
complex and protracted future litigation against partners
is largely uncertain.  While the Debtor estimates that partners
received roughly $400 million in distributions during periods
subject to various estate causes of action, the results of what is
likely to be protracted litigation to recover more money would be
uncertain -- partners could and certainly would assert numerous
defenses."

Judge Glenn also noted that the date of Debtor's insolvency and
whether the Debtor had sufficient capital to conduct its business
-- critical factors with respect to avoidance claims -- would be
substantially controverted.  There could also be practical
difficulties in collecting judgments.

Judge Glenn said that, based on investigations of the Debtor's
finances by the Debtor's professionals, there was strong evidence
to support the assertion that the Debtor was insolvent in 2012,
but insolvency would be more difficult to prove for 2011, and even
harder for 2010.  Complicating the issue, Dewey had a clean audit
opinion issued in 2010 and was able to refinance a significant
portion of its debt, and in 2011 the average partner generated
revenue of $800,000.

The PCPs explicitly exclude -- and preserve the firm's claims
against -- three of the Debtor's former partners or senior
managers -- Steven H. Davis; Stephen DiCarmine; and Joel Sanders
-- because it is alleged that they had a more integral role in the
Debtor's downfall.

JPMorgan Chase Bank, N.A., as the Administrative Agent for Dewey's
secured lenders; the Official Committee of Unsecured Creditors;
the Informal Group of Certain Former Partners; and the Informal
Group of Thirty-Seven Former Partners supported the so-called
partner contribution plan.

The Ad Hoc Committee of Retired Partners of LeBoeuf, Lamb, Leiby &
Macrae, and the Official Committee of Former Partners objected.
The Former Partners Committee and the Ad Hoc Committee argue that
the PCPs were negotiated among insiders, the potential claims and
circumstances on which the PCPs are premised were not sufficiently
investigated, and the PCPs are not in the best interest of
creditors.

Limited objections were filed against the PCPs by UniCredit Bank
AG; Kenneth A. Freeling; 1301 Properties Owner LP; Steven H.
Davis; Stephen DiCarmine; and Joel Sanders.  UniCredit, Freeling,
and 1301 Properties expressed concerns whether the PCPs will
interfere with third parties' and non-settling partners' rights to
assert claims against either settling partners or the estate.

The Former Partners Committee supported the Examiner Motion.
Dewey, the Secured Lenders, and the Unsecured Creditors Committee
objected.

                          *     *     *

The Am Law Daily last week reported that Judge Glenn told Dewey
advisers at the Oct. 4 hearing he hoped to rule by Tuesday or
Wednesday this week on the PCPs.

"We're waiting for you," lead Dewey bankruptcy lawyer Albert Togut
replied when he was asked by Judge Glenn about any updates on the
bankruptcy's status, Am Law Daily reported.  Mr. Togut also
mentioned that the estate now has permission from its secured
creditors to fund the bankruptcy using cash collateral through
Nov. 4.

Am Law Daily said the Oct. 4 hearing lasted less than 10 minutes
and involved Judge Glenn's approval of the Dewey estate's request
that it be allowed to pay two of its remaining 37 employees
bonuses as incentives for continuing to work on the bankruptcy.
Director of billing Lourdes Rodriguez -- who court documents show
has created invoices for $54 million in work-in-progress begun
when Dewey was an operational law firm and is working to invoice
another $46 million in bills -- will receive $50,000.  Collections
manager Lisa Sucoff, who the estate credits with collecting more
than $50 million in unpaid bills to date, will get $5,000, the
report notes.

Am Law Daily said Dewey's advisers dropped their request to pay a
third bonus in the amount of $165,000 to former Dewey finance
director Frank Canellas, who has continued to serve that function
for the estate since Dewey's bankruptcy filing.  The U.S.
trustee's office and an official committee of former partners
opposed the bonus payment, saying Mr. Canellas is too involved in
firm management to be qualified for such a perk.

Am Law Daily noted that Michael Driscoll, a lawyer with the U.S.
trustee's office, said during Thursday's hearing he is concerned
the estate will try to revive the Canellas bonus issue in the
future, given that it has now moved twice to reward him with extra
compensation.  Judge Glenn dismissed Mr. Driscoll's concerns,
saying he would address the matter in the event it actually
arises.

                      About Dewey & LeBoeuf

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 LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

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

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

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

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

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


DEWEY & LEBOEUF: 2 Members Resign From Former Partners Committee
----------------------------------------------------------------
Former Dewey & LeBoeuf partners John P. Campo and John S. Kinzey
on Friday wrote to Judge Martin Glenn to inform that they're
stepping down from the official committee of former Dewey
partners.

In a two-page letter, Messrs. Campo and Kinzey explained that they
are former partners of LeBoeuf, Lamb, Greene & MacRae LLP who
declined to join the Ad Hoc Committee of former LeBoeuf partners
at the time it was formed.

"At that time, we expressed our view that the more appropriate
means for the former partners to be heard in the Debtor's
bankruptcy case was to seek representation on an official
committee.  Despite the formation of the FPC, the Ad Hoc Committee
has actively participated in this case, and, in our view,
advocated views and positions that are either ill-advised or
premature, and not in the best interests of the former partners,
the Debtor's estate, or its creditors, including (1) its motion to
appoint a trustee or an examiner, and (2) its wholesale rejection
of the Debtor's Partnership Contribution Plan," the letter said.

"While we understand (and share) the Ad Hoc Committee's outrage
and anger at the Debtor's baseless efforts to coerce former
partners to contribute to the PCP, and its refusal to recognize
the validity of the former partners' claims, we nonetheless find
ourselves, on the one hand, having a fiduciary duty as members of
the FPC to represent the interests of the members of the Ad Hoc
Committee (as well as all other former partners) but, on the other
hand, having a fundamental (and sincere) difference of opinion
with the Ad Hoc Committee as to how the issues in this case should
be addressed.

"Accordingly, we are resigning from the FPC and filing notices of
appearance in the case, so we will be free to advocate our own
views individually as the case moves forward."

Messrs. Campo and Kinzey said that, rather than arguing that the
PCP should be rejected out-of-hand in its entirety, they believe
that the PCP represents an appropriate blueprint for resolving the
estate's claims against nearly all of the more than 400 Dewey
"active" and former partners who have elected to participate in
the PCP.

"However, we believe the PCP is flawed in two respects.  First, we
believe that less than twenty senior, highly compensated partners
are returning too little of the excessive compensation that they
received from the Debtor.  We say this not out of concern that the
PCP was intentionally designed to favor these highly-compensated
partners.  Rather, to us, an objective comparison of the amounts
they are contributing to the PCP to the high amounts of
compensation they received (many pursuant to guarantees and other
special arrangements), demonstrates that the PCP falls below the
lowest point in the 'range of reasonableness' to the extent it
settles the Debtor's claims against these individual partners,"
Messrs. Campo and Kinzey said.

Messrs. Campo and Kinzey pointed out as an "egregious example" the
"cap" of $3.5 million on partner contributions.  "From sources
independent of our work with the FCP, we understand that one
partner received at least $10 million out of the firm in the
period relevant to the PCP.  Under the PCP, this partner is
allowed to keep at least $6.5 million of this excessive
compensation.  Needless to say, this is unreasonable," according
to the letter.

Messrs. Campo and Kinzey said they would not object to releasing
former members of the Executive Committee for any claims based on
compensation they received from the Debtor.

"However, we do not believe that they should be released at this
time from claims the Debtor may have against them based on breach
of fiduciary duty or mismanagement because (1) there has been no
investigation of those claims, and (2) accordingly, there is at
least a danger that releasing the Executive Committee members will
also reduce the Debtor's claims against Messrs. [Steven H. Davis;
Stephen DiCarmine; and Joel Sanders] by the amounts for which the
Executive Committee members might have been liable in
contribution, to the point at which the net claims against those
three individuals became less than the amount of available
insurance coverage," Messrs. Campo and Kinzey said.

As reported by the Troubled Company Reporter on Aug. 17, 2012,
Tracy Hope Davis, the U.S. Trustee for Region 2, filed an amended
list of members of the Official Committee of Former Partners to
reflect the addition of Stuart Hirshfield as member.

Prior to Messrs. Campo and Kinzey's resignation, the Former
Partners Committee consisted of:

      1. David Bicks
         c/o Duane Morris
         1540 Broadway
         New York, NY 10036

      2. Cameron F. MacRae
         c/o Duane Morris
         1540 Broadway
         New York, NY 10036

      3. John S. Kinzey
         3314 West End Ave, Unit 601
         Nashville, TN 37203

      4. John P. Campo
         c/o Troutman Sanders LLP
         405 Lexington Avenue
         New York, NY 10174

      5. Stuart Hirshfield
         6 Meadow Road
         P.O. Box 127
         Stockbridge, MA 01262

                      About Dewey & LeBoeuf

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 LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

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

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

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

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

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


DEWEY & LEBOEUF: Seaport Buys Two Swiss Post Claims
---------------------------------------------------
The Seaport Group LLC informed the Bankruptcy Court on Friday it
has acquired two claims filed by Swiss Post Solutions Inc. against
the estate of Dewey & LeBoeuf LLP.

New York-based Swiss Post transferred to Seaport two claims (Claim
Nos. 43 and 168), each asserting $392,601.

The filings did not indicate how much Seaport paid for the claims.

Seaport may be reached at:

         Scott Friedberg
         Managing Director - Trade Claims
         The Seaport Group LLC / Sea Port Group Securities LLC
         360 Madison Avenue, 22nd Floor
         New York, NY 10017
         Tel: 212-616-7728
              917-913-4281
         E-mail: SFriedberg@theseaportgroup.com

Jonathan Silverman, Esq., serves as Seaport's general counsel.

                      About Dewey & LeBoeuf

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 LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

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

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

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

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

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


DEWEY & LEBOEUF: Settlement Doesn't Require Large Contributions
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that two former members of the Dewey & LeBoeuf LLP
official committee of former partners say the proposed settlement
with their ranks doesn't require large enough contributions from
its 20 most highly compensated members.  The two made their
contention in a resignation letter sent to the U.S. bankruptcy
judge in New York.

According to the report, the defunct law firm proposed a
settlement where 444 former partners agreed to pay an aggregate of
$71.5 million in return for immunity from being sued.  At hearings
last month, Bankruptcy Judge Martin Glenn listened to objections
from the official partners' committee and from other partners who
formed an ad hoc committee.

John P. Campo and John S. Kinzey, both bankruptcy lawyers, said in
their Oct. 5 letter to Glenn that the $3.5 million maximum
contribution from any one partner is a "particularly egregious"
example of shortcomings in the settlement.  Both Mr. Campo and
Mr. Kinzey left Dewey before the firm folded and are now with
Troutman Sanders LLP.

The report relates that they told Judge Glenn in their letter that
the most richly salaried lawyers aren't paying a high enough
percentage of their compensation.  They point to one unnamed
partner settling for $3.5 million although he received "at least
$10 million" from the firm during the time for which partners are
paying settlements.  They say he is "being allowed to keep at
least $6.5 million of this excessive compensation."  They also
fault the settlement for giving releases to firm leaders who sat
on the executive committee.  Although they don't object to
releasing the leaders for compensation-related claims, they
believe the settlement should keep alive claims for "breach of
fiduciary duty or mismanagement."  They say there has been no
investigation about claims being released.

The report notes that Mr. Campo and Mr. Kinzey say that some
positions taken by the ad hoc partners' committee were "either
ill-advised or premature."  Although they share the ad hoc group's
"outrage and anger at the debtor's baseless efforts to coerce
former partners" to contribute, the two resigned from the official
committee because they have fiduciary duties to the ad hoc group.

According to Bloomberg, having resigned from the committee,
Mr. Campo and Mr. Kinzey said they will now be free to file papers
advocating their "own views individually."  The largest
contribution toward the settlement, $3.5 million, would be made by
Berge Setrakian, according to a court filing by the firm.

Lisa Uhlman at Bankruptcy Law360 reports that the highly
anticipated fate of Dewey & LeBoeuf LLP's $71.5 million clawback
deal with former partners, which has hung in the balance for two
weeks, should be decided by Tuesday, the New York bankruptcy judge
overseeing the case said Thursday.

                       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.


DIGITAL DOMAIN: Hearing on West Palm Bid Reset to Oct. 23
---------------------------------------------------------
Andrew Abramson at The Palm Beach Post reports the Bankruptcy
Court in Delaware has moved to Oct. 23 the hearing on West Palm's
bid to recoup the 2.4 acre site it deeded to Digital Domain in
2010 to build a digital animation college.

According to the report, while the deed says West Palm gets the
land back if Digital Domain fails to build the college, former
Digital Domain CEO John Textor complicated matters by taking out
two $1 million mortgages on the property.  Mr. Textor borrowed the
money against the property from Hudson Bay Master Fund Ltd., a
company organized in the Cayman Islands and representing
unidentified investors; and Comvest Capital II LP, a West Palm
Beach-based private equity firm and Digital Domain creditor owed
at least $8 million.

The report notes creditors now have until Oct. 10 to file an
objection to West Palm's motion to get the land back.

                       About Digital Domain

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

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

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

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

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

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

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

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company listed assets of $205 million and liabilities totaling
$214 million.  Debt includes $40 million on senior secured
convertible notes plus $24.7 million in interest.  There is
another issue of $8 million in subordinated secured convertible
notes.


DIGITAL DOMAIN: U.S. Trustee Appoints 3-Member Creditors' Panel
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, pursuant
to 11 U.S.C. Sec. 1102(a)(1), appointed three unsecured creditors
to serve on the Official Committee of Unsecured Creditors of
Digital Domain Media Group, Inc., et al.

The Creditors Committee members are:

       1. Minh-Tam Frye
          1986 SW GRanello Terr.
          Port St. Lucie, FL 34953
          Tel: (772) 267-1813

       2. Straticon, LLC
          Attn: John Colmar
          PO Box 588
          Richland, MI 49083
          Tel: (269) 629-5936
          Fax: (269) 629-3134

       3. Leighton Security Management, Inc.
          Attn: Stephen G. Leighton
          PO Box 308
          Stuart, FL 34995
          Tel: (772) 220-9400

                       About Digital Domain

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

Digital Domain Media Group, Inc. and 13 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11,
2012, to sell its business for $15 million to Searchlight Capital
Partners LP.

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

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

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

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

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

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company listed assets of $205 million and liabilities totaling
$214 million.  Debt includes $40 million on senior secured
convertible notes plus $24.7 million in interest.  There is
another issue of $8 million in subordinated secured convertible
notes.


DIGITAL DOMAIN: WARN Claimants Question Necessity for KEIP
----------------------------------------------------------
Digital Domain Media Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to authorize and approve the
implementation of a key employee incentive program, the purpose of
which is to incentivize eligible employees to maximize the value
to be generated from the sale of certain of the Debtors' assets,
and the sale of additional assets during the course of the
Debtors' cases.

Under the terms of the Incentive Plan, the Eligible Employees will
be paid an incentive payment only if they actually meet certain
objective benchmarks.  The maximum amount of incentive payments
that the Eligible Employees could collectively receive under the
Incentive Plan - if they meet all applicable performance criteria
- is approximately $350,000.  According to papers filed with the
Court, the eligible employees, which include many of the employees
remaining in Port St. Lucie, have increased both their
responsibilities and their workloads due to the substantial
workforce reduction in Florida and the need to comply with the
obligations imposed by Chapter 11, without additional compensation
or the possibility of continued employment beyond the Debtors'
bankruptcy cases.

A hearing on the motion was slated Oct. 10, 2012, at 11:00 a.m.

Minh-Tam Frye, on behalf of herself and a class of similarly-
situated former employees of the Debtors, questioned the necessity
for the Incentive Plan.

These questions were raised by the WARN Claimants:

  1. Why is the relief requested necessary now, after the sale
     already has closed?

  2. What specific tasks were the bonus winners incentivized to
     do?

  3. How does payment of a bonus directly translate into a
     measurable benefit for the WARN Claimants?

  4. For any Eligible Employee already making a six figure salary,
     why is any bonus necessary "to help motivate the Eligible
     Employees..."?

  5. Why should an undisclosed "insider" of the Debtors receive
     any bonus?  Are the bonus winners senior executives, middle
     management or rank and file employees?"

As reported in the TCR on Oct. 1, 2012, the sale of the Company's
visual effects studios in Venice, Calif., and Vancouver, Canada,
for $30.2 million to Galloping Horse America, a division of a
Beijing media company, and Reliance MediaWorks, part of the Indian
conglomerate Reliance Group, closed on Sept. 27, 2012.  As such,
the WARN Claimants say the relief requested by the motion no
longer is necessary or warranted.

                        About Digital Domain

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

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

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

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

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

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

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

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company listed assets of $205 million and liabilities totaling
$214 million.  Debt includes $40 million on senior secured
convertible notes plus $24.7 million in interest.  There is
another issue of $8 million in subordinated secured convertible
notes.


DIGITAL DOMAIN: Hiring FTI to Provide Financial Advisory Services
-----------------------------------------------------------------
Digital Domain Media Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for authorization to employ FTI
Consulting, Inc., to provide, nunc pro tunc to the Petition Date:

   * temporary officers Michael Katzenstein as chief restructuring
     officer, John Debus and Ranjit Mankekar as associate
     restructuring officers, Luke Schaffer and Roger Scadron as
     vice presidents of development, and

    * additional personnel for the Debtors.

The FTI personnel will, among others, provide these financial
advisory and consulting services:

   1. managing cash flow and working capital;

   2. interfacing with the Debtors' DIP lenders and other capital
      sources;

   3. preparing valuations of the Debtors' significant assets, if
      required;

   4. managing the expedited sales process for the Debtors'
      assets, which will include the VFX business in California
      and Vancouver, Canada, and the assets of the Debtors in
      Florida, as well as intellectual property;

   5. assisting in the preparation and filing of financial
      information required by the Court and the Office of the US
      Trustee;

   6. interfacing with the Official Committee of Creditors if one
      is constituted; and

   7. providing such other similar services as may be reasonably
      requested by the Board.

Fees in connection with this engagement will be $260,000 per month
for the first month of the case, $210,000 per month for the second
month, $180,000 per month for the third month, and $130,000 for
all months thereafter.  The Additional Personnel will be billed at
their current hourly rate.  $50,000 of the Monthly Fee for each of
the second and third months of the case will be paid by
application of the prepetition retainer held by FTI and not from
any other funds of the Debtors.

The Monthly Fee is a substantial discount from FTI's standard fees
for services of this type.  Accordingly, FTI will have an
opportunity to earn a success or completion fee as part of the
compensation for its services.  First, 50% of the Monthly Fee for
any month after the third month will be credited against any
success or completion fee that is in excess of $1.5 million.
Second, FTI will receive a success fee for the sale of the VFX
assets as follows:

  (a) a net sale price of up to $15 million will result in a
      $100,000 completion fee;

  (b) a net sale price of between $15 million to $17 million will
      result in a success fee of the Base Completion Fee plus 15%
      of the incremental increase in sale price over $15 million;

  (c) a net sale price of between $17 million to $25 million will
      result in a success fee of $400,000 plus 8% of the
      incremental increase in sale price over $17 million; and

  (d) a net sale price of over $25 million will result a success
      fee $1,040,000 plus 10% of the increase in sale price over
      $25 million.

The net sale price of the Debtors' other assets over $13 million
will result in a success fee of 2% of the net proceeds.  The net
sales price will be calculated without regard to fees paid to
other professionals.  FTI is to receive payment upon the receipt
of the proceeds of the sale by the Debtors.

Because the Debtors are not seeking to retain FTI as a
professional under section 327 of the Bankruptcy Code, there is no
requirement that FTI, the Temporary Officers, or any of the
Additional Personnel be disinterested.  Nevertheless, to the best
of the Debtors' knowledge, information and belief, FTI does not
have or represent any interest adverse to the Debtors' estates or
any class of creditor or equity security holders, by reason of any
direct or indirect relationship to, connection with or interest
in, parties in interest in the Debtors' cases, or for any other
reason.

The hearing to consider the motion is scheduled for Nov. 6, 2012,
at 1:00 p.m.  The objection deadline is Oct. 23, 2012, at 4:00
p.m.

                        About Digital Domain

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

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

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

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

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

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

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

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company listed assets of $205 million and liabilities totaling
$214 million.  Debt includes $40 million on senior secured
convertible notes plus $24.7 million in interest.  There is
another issue of $8 million in subordinated secured convertible
notes.


DYNEGY HOLDINGS: Reconstitutes Board of Directors
-------------------------------------------------
Effective on Sept. 30, 2012, five directors have departed Dynegy
Inc.'s board of directors in connection with the Company's
emergence from Chapter 11 proceedings and pursuant to the Joint
Plan: Messrs. Thomas Elward, Michael Embler, Vincent Intrieri,
Samuel Merksamer and Felix Pardo.

Pursuant to the Joint Plan, the Board was reconstituted, subject
to the completion of the Company's administrative process, to
consist of Messrs. Pat Wood III (Chairman), Paul M. Barbas, Robert
C. Flexon, Richard L. Kuersteiner, Jeffrey S. Stein, John R. Sult
and Ms. Hilary E. Ackermann.

Pat Wood, III, 50, is serving as the Board's non-executive
Chairman and has served as a principal of Wood3 Resources, an
energy infrastructure developer, since July 2005.  From 2001 until
July 2005, Mr. Wood served as chairman of the Federal Energy
Regulatory Commission.  From 1995 until 2001, he chaired the
Public Utility Commission of Texas.

Paul M. Barbas, 55, was President and Chief Executive Officer of
DPL Inc. and its principal subsidiary, The Dayton Power and Light
Company (DP&L), from October 2006 until December 2011.  He also
served on the Board of Directors of DPL Inc. and DP&L.  He
previously served as Executive Vice President and Chief Operating
Officer of Chesapeake Utilities Corporation, a diversified utility
company engaged in natural gas distribution, transmission and
marketing, propane gas distribution and wholesale marketing and
other related services from 2005 until October 2006, as Executive
Vice President from 2004 until 2005, and as President of
Chesapeake Service Company and Vice President of Chesapeake
Utilities Corporation, from 2003 until 2004.

Robert C. Flexon, 54, has served as the Company's President and
Chief Executive Officer since July 2011 and a director of the
Company since June 2011.  Prior to joining the Company, Mr. Flexon
served as the Chief Financial Officer of UGI Corporation, a
distributor and marketer of energy products and related services
from February 2011 to July 2011.  Mr. Flexon was the Chief
Executive Officer of Foster Wheeler AG from June 2010 until
October 2010 and the President and Chief Executive Officer of
Foster Wheeler USA from November 2009 until May 2010.  Prior to
joining Foster Wheeler, Mr. Flexon was Executive Vice President
and Chief Financial Officer of NRG Energy, Inc. from February 2009
until November 2009.

Richard L. Kuersteiner, 73, was a member of the Franklin Templeton
Investments legal department in San Mateo, California from 1990
until May 2012.  Mr. Kuersteiner has a strong interest in good
corporate governance practices and is a long-standing member of
the Stanford Institutional Investors Forum.  At Franklin he served
as Associate General Counsel from 2007 until May 2012 and in
various other capacities, including Director of Restructuring and
Managing Corporate Counsel.  For many years he also was an officer
of virtually all of the Franklin, Templeton and Mutual Series
funds.

Jeffrey S. Stein, 42, is a Co-Founder and Managing Partner of
Power Capital Partners LLC a private equity firm founded in
January 2011.  Mr. Stein is an investment professional with over
19 years of experience in the high yield, distressed debt and
special situations asset class who has substantial experience
investing in the merchant power and regulated electric utility
industries.

John R. Sult, 53, was Executive Vice President and Chief Financial
Officer of El Paso Corporation from March 2010 until May 2012.  He
previously served as Senior Vice President and Chief Financial
Officer from November 2009 until March 2010, and as Senior Vice
President and Controller from November 2005 until November 2009.
Mr. Sult served as Executive Vice President and Chief Financial
Officer of El Paso Pipeline GP Company, L.L.C., from July 2010
until May 2012, as Senior Vice President and Chief Financial
Officer from November 2009 until July 2010, and as Senior Vice
President, Chief Financial Officer and Controller from August 2007
until November 2009.

Hilary E. Ackermann, 56, was Chief Risk Officer with Goldman Sachs
Bank USA from October 2008 to 2011.  In this role, she managed
Credit, Market and Operational Risk for Goldman Sach's commercial
bank; developed bank's risk management infrastructure including
policies and procedures and processes; maintained ongoing
relationship with bank regulators including New York Fed, NY State
Banking Department and the FDIC; chaired Operational risk, Credit
risk and Middle Market Loan Committees; served as Vice Chair of
Bank Risk Committee; was a member of Community Investment,
Business Standards and New Activities Committees; was a member of
GS Group level Credit Policy and Capital Committees; and chaired
GS Group level Operational Risk Committee.

Compensation for the Company's non-employee directors has not yet
been determined, but is expected to be determined by the newly
constituted Board at its first Board meeting.

The Company adopted the 2012 Long Term Incentive Plan, effective
as of the Effective Date under which an aggregate of 6,084,576
shares of New Dynegy Common Stock are reserved for issuance as
equity-based awards to employees, directors and certain other
persons.  None of the LTIP Shares were issued on the Effective
Date.

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

                       http://is.gd/eHtmeg

                           About Dynegy

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

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

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

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

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

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

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

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

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


DYNEGY POWER: Fitch Revises Ratings Watch to Positive
-----------------------------------------------------
Fitch Ratings has revised its Ratings Watch listing of Dynegy
Power, LLC (GasCo, Issuer Default Rating [IDR] 'CCC') and Dynegy
Midwest Generation, LLC (CoalCo, IDR 'CCC') to Positive from
Evolving.

Fitch has withdrawn its 'D' IDR on Dynegy Inc. (Dynegy).  Dynegy
emerged from bankruptcy on Oct. 1, 2012.  Fitch has also withdrawn
the IDR and ratings on Dynegy Holdings, LLC (DH) and Dynegy
Capital Trust I pursuant to termination of the registration of
these entities following the conclusion of the bankruptcy
proceedings.

The revision in Ratings Watch on GasCo and CoalCo reflects the
elimination of litigation and other associated risks due to the
bankruptcy proceedings surrounding DH and Dynegy.  Fitch expects
to resolve the Rating Watch after further clarification of
management's intent regarding capital and legal structure and
future strategic direction.  Fitch considers it likely that the
IDR and ratings for GasCo and CoalCo could be upgraded by one to
two notches.

On a consolidated basis, Dynegy represent a cleaner corporate
structure post emergence from bankruptcy, yet one that remains
highly leveraged due to depressed EBITDA and FFO outlook given the
current and Fitch's forecasted commodity environment.  Management
could likely undertake strategic transformations of the company
with respect to both its power portfolio and capital structure.

GasCo's ratings reflect an improving operating environment spurred
by coal-to-gas switching that is driving significantly increased
generation at the company's fleet and some improvement in overall
margins.  GasCo's EBITDA is less sensitive to changes in natural
gas prices due to a large component of capacity/ tolling revenues
in the overall mix. In addition, at low levels of natural gas
prices, higher volume can largely offset the compressed margins
while providing some operational cost efficiencies.  However,
GasCo's faces a few headwinds due to expiration of an above market
contract in the northeast in 2014 and uncertainty over resource
adequacy payments in California. GasCo also retains capex exposure
to once through water cooling rules in California.

CoalCo's ratings reflect a challenging business environment led by
compressed dark spreads, adversely shifting basis differentials
due to coal-to-gas switching impact on power dispatch, and
increase in railway transportation costs as current favorable
contract expires in 2013.  CoalCo is close to concluding its large
environment capex program that places it in a good position with
respect to many of the Environmental Protection Agency (EPA) rules
though some exposure remains for coal ash handling. In Fitch's
current estimation, CoalCo's credit metrics will likely remain
depressed if natural gas prices remain range bound between $3.00 -
4.00/MMBtu.

The individual security ratings at GasCo and CoalCo are notched
above or below the IDR, as a result of the relative recovery
prospects in a hypothetical default scenario.  Fitch values the
power generation assets that secure the term loans at GasCo and
Coalco using a net present value (NPV) analysis.  For the NPV,
Fitch uses plant values provided by Wood Mackenzie as an input as
well as Fitch's own price deck and other assumptions.

Fitch has revised the Rating Watch to Positive from Evolving for
the following ratings:

Dynegy Power, LLC

  -- IDR 'CCC';
  -- Secured term loan at 'B/RR1'.

Dynegy Midwest Generation, LLC

  -- IDR 'CCC';
  -- Secured term loan 'B/RR1'.

Fitch has withdrawn the following ratings:
Dynegy, Inc.

  -- IDR 'D'.

Dynegy Holdings, LLC

  -- IDR at 'D';
  -- Senior unsecured notes at 'CC/RR3'.

Dynegy Capital Trust I

  -- Trust preferred at 'C/RR5'


ENERGY TRANSFER EQUITY: S&P Affirms 'BB' CCR; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services took various rating actions as
a result of the completion of the Energy Transfer Partners
L.P./Sunoco Inc. purchase agreement:

   * S&P affirmed its 'BBB-' corporate credit ratings on Energy
     Transfer Partners L.P. (ETP), Southern Union Co. (SUG), and
     Panhandle Eastern Pipe Line Co. L.P. and maintained stable
     outlooks on the companies.

   * S&P affirmed its 'BB' corporate credit rating on Energy
     Transfer Equity L.P. (ETE) and maintained its stable outlook.
     S&P also changed the recovery rating on ETE's senior secured
     debt to '4' from '3' (indicating expectations of average [30%
     to 50%] recovery if a payment default occurs), but rate ETE's
     senior secured notes in line with the corporate credit rating
     of 'BB'.

   * S&P affirmed its 'BB+' corporate credit rating on Sunoco Inc.
     and removed the rating from CreditWatch. The rating was
     originally placed on CreditWatch with positive implications
     on April 30, 2012, and the CreditWatch implications were
     revised to negative on June 18, 2012.  S&P subsequently
     withdraw the rating at the company's request.  S&P also
     raised its ratings on Sunoco's senior unsecured notes to
     'BBB-' from 'BB+' because ETP is now a co-obligor on Sunoco's
     debt obligations.

   * S&P lowered its rating on Sunoco Logistics Partners L.P.'s
     (SXL) to 'BBB-' from 'BBB' and removed it from CreditWatch,
     where it was placed with negative implications on April 30,
     2012.

As of June 30, 2012, the ETE family of companies (including ETP,
SUN, SXL, SUG, and Regency Energy Partners L.P.) had about
$20 billion of balance-sheet debt.

"We believe the acquisition of Sunoco and formation of a new
company entitled ETP HoldCo Corp., which will hold Sunoco Inc. and
Southern Union, is broadly neutral to positive for ETP's credit
risk profile," said Standard & Poor's credit analyst William
Ferara.  "The transaction will cause ETP's EBITDA base to grow
materially to about $4 billion, with its overall cash flow
diversity notably improving. The transactions do, however, further
entrench ETP's aggressive growth strategy and that of the ETE
family of companies as a whole. The Sunoco acquisition will extend
ETP's scale and enhance its competitive position across the
natural gas, oil, and natural gas liquids value chain, with the
addition of Southern Union bringing additional diversity and scale
to ETP."


ENNIS COMMERCIAL: Schedules of Assets & Debts Filed for Ben Ennis
-----------------------------------------------------------------
Schedules of assets and liabilities for Ben A. Ennis have been
filed with the Bankruptcy Court for the Eastern District of
California, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,670,589
  B. Personal Property              $522,161
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $37,972,452
  E. Creditors Holding
     Unsecured Priority
     Claims                                          --
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          --
                                 -----------      -----------
        TOTAL                     $3,192,750     $135,625,599

                      About Ennis Commercial

Porterville, California-based Ennis Commercial Properties, LLC's
business consists of acquiring raw land and building commercial
developments.  The Company then either operates or sells the
commercial buildings comprising the commercial development.

ECP is owned by Ben Ennis, Brian Ennis and Pamela Ennis, in equal
shares.  On Sept. 20, 2010, Pam Ennis and Brian Ennis transferred
all of their ownership interests in ECP to Ben Ennis.  ECP filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
10-12709) on March 16, 2010.

Peter L. Fear, Esq., and Gabriel J. Waddell, Esq., at the Law
Offices of Peter L. Fear, in Fresno, Calif., represent the Debtor
as counsel.  No creditors committee has been formed in the case.
In its schedules, the Debtor disclosed $40,878,319 in assets and
$43,922,485 in liabilities.

Ben Ennis filed a voluntary petition under Chapter 11 (Bankr. E.D.
Calif. Case No. 10-62315) on Oct. 25, 2010.

On May 25, 2011, Terence Long was appointed as Chapter 11 Trustee
in the Benn Ennis bankruptcy.  Consequently, the Chapter 11
Trustee stands in the shoes of Ben Ennis, and holds all of the
membership interests in ECP and controls it accordingly.  Justin
D. Harris, Esq., at Motschiedler, Michaelides, Wishon, Brewer &
Ryan, LLP, in Fresno, represents the Chapter 11 Trustee as
counsel.


FRIENDFINDER NETWORKS: Bell, Staton Named Non-Executive Chairmen
----------------------------------------------------------------
FriendFinder Networks Inc. and each of Marc H. Bell and Daniel C.
Staton determined to change Messrs. Bell's and Staton's status to
non-executive Co-Chairmen of the Board.  Mr. Bell previously
served as Chief Strategy Officer while Mr. Staton served as
Executive Co-Chairman of the Board.

In connection with this change in status, FriendFinder and each of
Messrs. Bell and Staton have agreed to terminate the Amended and
Restated Employment Agreements, dated as of April 24, 2012.  No
termination payments are being made pursuant to the Employment
Agreements.

Moreover, FriendFinder determined it was in the best interests of
the Company for Messrs. Bell and Staton to provide consulting
services.  As a result, FriendFinder and each of Messrs. Bell and
Staton entered into Consulting Agreements, dated as of Oct. 5,
2012.  The Consulting Agreements provide for a term that runs
through March 29, 2017, and sets forth that Messrs. Bell and
Staton will provide consulting services in connection with
enterprise-wide business initiatives, strategic planning and
issues relating to the Company's debt, including any refinancing
of the Company's debt.  Each of Messrs. Bell and Staton will
receive an annual consulting fee of $500,000 per year which may be
increased each fiscal year by 10% following the first anniversary
of the Consulting Agreements if permitted under the terms of the
agreements governing the Company's indebtedness and obligations in
effect from time to time.

Under the Consulting Agreements, each of Messrs. Bell and Staton
will receive a grant of 62,500 shares of the Company's common
stock on the last day of each calendar quarter beginning with the
calendar quarter commencing Oct. 1, 2012, an option to purchase
4,167 shares of the Company's common stock on April 3, 2013, and
each anniversary thereafter, and an annual grant of 2,500 shares
of restricted stock on May 16, 2013, and on each anniversary
thereafter.

                    About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

Friendfinder's balance sheet at March 31, 2012, showed
$475.34 million in total assets, $624.96 million in total
liabilities, and a $149.62 million total stockholders' deficiency.

                           *     *     *

As reported by the TCR on Aug. 24, 2012, Standard & Poor's Ratings
Services lowered its rating on Boca Raton, Fla.-based FriendFinder
Networks Inc. to 'CCC' from 'CCC+'.

"The rating actions reflect the company's declining paid
subscriptions and the likelihood that operating results will
remain weak over the near term, pressuring covenant compliance,"
said Standard & Poor's credit analyst Daniel Haines.  "In
addition, we believe that the company faces significant risks
related to refinancing its large debt maturities due in September
2013.  We expect continued economic headwinds and declining
subscriptions to remain a drag on results," added Mr. Haines.


GAMETECH INTERNATIONAL: Asset Sale Completed
--------------------------------------------
BankruptcyData.com reports that GameTech International completed
the sale of substantially all of its assets to YI GT Acquisition,
pursuant to an asset purchase agreement dated Aug. 8, 2012 by and
among the Company, its wholly-owned subsidiaries, GameTech Arizona
Corp., GameTech Canada Corp. and GameTech Mexico S. de R.L. de
C.V., Buyer and Yuri Itkis Gaming Trust.  After allowing time for
other bidders and objections, the Court approved the sale of
substantially all of the Company's assets on Sept. 27, 2012.

In consideration for the sale of its assets, the Company received
(i) credit of all the Company's outstanding indebtedness under its
loan agreement with Yuri Itkis which, as of Sept. 27, 2012,
totaled $17.1 million; (ii) cash in an amount equal to $2,500,000;
(iii) the assumption of the assumed obligations and (iv) payment
of all sales taxes.

                   About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

GameTech International, Inc. and its wholly owned subsidiaries
have filed Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-11964) on July 2, 2012, to effect a restructuring of the
company's debt obligations.

GameTech disclosed total assets of $27.22 million and total
liabilities of $22.88 million as of Jan. 29, 2012.  GameTech's $16
million secured credit matured on June 30.  Three days earlier,
the loan was purchased by YIGT.

Before bankruptcy, GameTech rejected an offer from YIGT to combine
the two companies.  GameTech said in a court filing that it was
hoping for a more favorable transaction.  GameTech said that YIGT
purchased the loan at discount from lenders US Bank NA and Bank of
the West.

Judge Peter J. Walsh presides over the case.  The Debtors are
represented by Greenberg Traurig, LLP.  Kinetic Advisors, LLC,
serves as the Debtors' financial advisor.


GAMMA MEDICA: Court Approves $1.5 Million DIP Financing
-------------------------------------------------------
Heraldonline.com reports that Judge Victoria Kaufman of the U.S.
Bankruptcy Court for the Central District of California has
approved Gamma Medica Inc.'s $1.5 million debtor-in-possession
financing on a final basis October 3, 2012 as part of its Chapter
11 restructuring.

The report relates the DIP financing order provides the Company
with sufficient financing to pursue a reorganization or asset
sale.  "Gamma Medica's LumaGEM Molecular Breast Imaging System is
already in the market and is very promising," the report quotes
recently named CEO Jim Calandra as saying.  "We also have industry
leading preclinical imaging products.  We plan on being sure our
tools are in the hands of researchers and radiologists working in
women's imaging."

The report adds Gamma Medica has also hired the investment bank
CRS Capstone LLC to advise the company on the sale or financial
restructuring of one or more of Gamma Medica's divisions.

"We were already restructuring Gamma Medica when the company filed
for Chapter 11 protection, so we are already on the path to
emergence," said Mr. Calandra, founder of the restructuring firm
Birch Hill Partners.  "We've made changes in management and we're
already refocusing operations on the needs of our customers."

Based in Northridge, California, Advanced Molecular Imaging LLC --
http://www.gammamedica.com/-- develops imaging equipment for
pre-clinical research and diagnosis of disease.  AMI and four
affiliates sought Chapter 11 protection (Bankr. C.D. Calif. Lead
Case No. 12-17475, under Gamma Medica-Ideas (USA) Inc.).  Krikor
J. Meshefejian, Esq., and Ron Bender, Esq., at Levene, Neale,
Bender, Yoo & Brill LLP, represents the Debtors.  The Debtors
listed assets of between $1 million and $10 million, and
liabilities of between $10 million and $50 million.


GENE CHARLES: Court Approves Weir & Partners as Co-Counsel
----------------------------------------------------------
The Gene Charles Valentine Trust sought and obtained approval
from the U.S. Bankruptcy Court to employ Weir & Parners LLP, as
co-counsel, nunc pro tunc to Aug. 9, 2012.

W&P will assist and consult with the Debtor's lead and local
counsel, MazurKraemer Business Law, in:

  a. providing legal assistance and counseling with respect to the
     Chapter 11 case;

  b. providing legal advice with respect to assisting Debtor in
     the preparation of the Plan of Reorganization and Disclosure
     Statement;

  c. providing legal assistance with respect to Confirmation of
     the Plan of Reorganization; and

  d. performing all other legal services for the Debtor that may
     be necessary and proper in the proceedings.

To the best of the Debtor's knowledge, W&P does not hold or
represent any interest adverse to the Debtor or the Debtor's
estate with respect to the matters regarding which W&P is to be
employed.

W&P has received a $15,000 retainer from the Debtor.

                   About Gene Charles Valentine

A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.  The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  It estimated $10 million to $50 million in assets
and up to $10 million in liabilities.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with more than 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.

Bankruptcy Judge Patrick M. Flatley oversees the case.  The Trust
hired Mazur Kraemer Law Inc., as bankruptcy counsel.


GENE CHARLES: Files Schedules of Assets and Liabilities
-------------------------------------------------------
The Gene Charles Valentine Trust filed with the Bankruptcy Court
for the Northern District of West Virginia its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $4,476,490
  B. Personal Property           $29,624,903
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,882,162
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $311,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $11,430,392
                                 -----------      -----------
        TOTAL                    $34,101,393      $22,623,554

                   About Gene Charles Valentine

A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.  The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  It estimated $10 million to $50 million in assets
and up to $10 million in liabilities.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with over 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.

Bankruptcy Judge Patrick M. Flatley oversees the case.  The Trust
hired Mazur Kraemer Law Inc., as bankruptcy counsel.


GIBRALTAR CONSTRUCTION: Enters Bankruptcy in Puerto Rico
--------------------------------------------------------
Gibraltar Construction Co. filed a Chapter 11 petition (Bankr.
D.P.R. Case No. 12-07583) on Sept. 26, 2012, estimated assets of
at least $10 million and liabilities of at least $1 million.

Carla Main, substituting for Bloomberg bankruptcy columnist Bill
Rochelle, reports that the Debtor's affiliate, Gulfcoast
Irrevocable Trust, a stockholder in the debtor, has a pending
bankruptcy case in Puerto Rico.

According to the report, Gibraltar declared personal property
valued at $21.2 million, unsecured priority claims of $249,571 and
unsecured non-priority claims of $4.42 million in court filings.
Claimants are building-industry trades.


GMX RESOURCES: To Sell Parcel of Texas and La. Assets for $69MM
---------------------------------------------------------------
GMX Resources Inc. has entered into a definitive purchase and sale
agreement with a private third party to sell a portion of its East
Texas and Louisiana assets for approximately $69 million, subject
to certain adjustments.  The sale is expected to be closed within
30 days and is subject to customary diligence review and
adjustments for title and environmental matters.  The asset sale
includes the Company's interests in specified operated and non-
operated properties in the Cotton Valley Sands and shallow rights
located in East Texas and Louisiana.

The Company is retaining its entire Haynesville/Bossier natural
gas resource base with significant resource potential for natural
gas, as well as Cotton Valley Sands and shallow rights across
approximately 13,130 net acres that include 10 producing wells and
28 undeveloped horizontal locations within its East Texas core
position.

The Company will provide customary transitional services to the
buyer to ensure continued successful operations of the assets.
Those services to include land, accounting, operations and
marketing for a period of no less than three months.

                        About GMX Resources

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

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

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

                           *     *     *

As reported by the TCR on Sept. 25, 2012, Standard & Poor's
Ratings Services lowered its corporate credit rating on GMX
Resources Inc. to 'SD' (selective default) from 'CC', reflecting
its completion of an exchange offer for a portion of its 5.0%
convertible notes due 2013 and 4.5% convertible notes
due 2015.


GRUBB & ELLIS: Faces $30 Million Suit Over Office RE Scheme
-----------------------------------------------------------
Natalie Rodriguez at Bankruptcy Law360 reports that owners of a
Durham, N.C., office complex reached a deal to pursue part of
their more than $30 million suit against Grubb & Ellis Co. over
the alleged misrepresentation of the building and local real
estate market, according to a stipulation approved Thursday.

Bankruptcy Law360 relates that U.S. Judge Martin Glenn of the
Southern District of New York's bankruptcy court signed off on a
stipulation to partially lift an automatic stay that had been
placed on the bankrupt Grubb & Ellis.

                         About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.

On March 27, 2012, the Court approved the sale to BCG.  An auction
was cancelled after no rival bids were submitted.  Pursuant to the
term sheet signed by the parties, BGC would acquire the assets for
$30.02 million, consisting of a credit bid the full principal
amount outstanding under the (i) $30 million credit agreement
dated April 15, 2011, with BGC Note, (ii) the amounts drawn under
the $4.8 million facility, and (iii) the cure amounts due to
counterparties.  BGC would also pay $16 million in cash because
the sale was approved by the March 27 deadline.  Otherwise, the
cash component would have been $14 million.

Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery.

Several parties in interest have taken an appeal from the sale
order.

Grubb & Ellis Co. was renamed Newmark Grubb Knight Frank following
the sale.


HARTFORD COMPUTER: Levenfeld Helped Resolve Case for Creditors
--------------------------------------------------------------
Levenfeld Pearlstein's bankruptcy group has proven that Chapter 11
matters can be resolved quickly and efficiently for both secured
and unsecured creditors.

Hartford Computer Inc. filed for bankruptcy protection last
December so it could sell its assets.  Less than a year later, a
judge last week approved a joint liquidation plan formulated by
the company and its creditors, said LP partner Jonathan Friedland,
lead counsel for the committee of unsecured creditors.

Under federal bankruptcy law, the $35 million in cash proceeds
from the April sale would go to Hartford Computer's senior secured
creditor, hedge fund Delaware Street Capital unless Delaware
Street agreed to carve out a recovery for unsecured creditors, or
unless unsecured creditors could prove why Delaware Street's liens
should be invalidated or its claims subordinated.

LP conducted an investigation of Delaware Street Capital on behalf
of unsecured creditors.  The investigation laid the groundwork for
negotiations that led to the hedge fund striking a deal to net
unsecured creditors up to 50 cents on the dollar.

Peter Kravitz, chairman of the unsecured creditors Committee, who
helped negotiate the deal, said Friedland "ran a diligent
investigation, balanced competing interests flawlessly, and got a
contested plan confirmed that really works for unsecured
creditors."

The Debtor was represented in the case by KMZ Rosenman; Delaware
Street was represented by Jenner & Block; and certain shareholders
were represented by Winston & Strawn.  Each of these firms showed
the "utmost professionalism in the case," according to Friedland.

                    About Levenfeld Pearlstein

Recognized by The National Law Journal as one of the nation's most
innovative mid-sized law firms, Chicago-based Levenfeld
Pearlstein, LLC provides Unusually Good legal and business counsel
to sophisticated clients across a broad range of corporate, real
estate and litigation matters.  The firm possesses the resources
and depth to manage the most complex matters, ensuring that the
needs of all clients are met in the most efficient and cost-
effective manner possible.  Levenfeld Pearlstein's world-class
attorneys work with clients to understand the full impact of the
law on their business and proactively address their legal issues
so that they can quickly return to doing what they do best.

                      About Hartford Computer

Schaumburg, Illinois-based Hartford Computer Hardware Inc. and its
affiliated entities are one of the leading providers of repair and
installation services in North America for consumer electronics
and computers.  Hartford Computer Hardware operates in three
complementary business lines: parts distribution and repair, depot
repair, and onsite repair and installation.  Products serviced
include laptop and desktop computers, commercial computer systems,
flat-screen television, consumer gaming units, printers,
interactive whiteboards, peripherals, servers, POS devices, and
other electronic devices.  Hartford Computer Hardware, though all
U.S. companies, operates a significant portion of their business
in Markham, Ontario, Canada.

Hartford Computer Hardware and three units filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Lead Case No. 11-49744) on Dec. 12,
2011.  The affiliates are Hartford Computer Group Inc. (Case No.
11-49750); Hartford Computer Government Inc. (Case No. 11-49752)
and Nexicore Services LLC (Case No. 11-49754).  Judge Pamela S.
Hollis oversees the case.  John P. Sieger, Esq., Peter A.
Siddiqui, Esq., and Paige E. Barr,Esq., at Katten Muchin Rosenman
LLP, in Chicago, serve as the Debtors' counsel.  The Debtors'
investment banker is Paragon Capital Partners, LLC; the special
counsel is ThorntonGrout Finnigan LLP; and the notice and claims
agent is Kurtzman Carson Consultants LLC.

The Debtors disclosed $19,013,862 in assets and $72,984,394 in
liabilities as of the Chapter 11 filing.  The petitions
were signed by Brian Mittman, chief executive officer.

Hartford Computer obtained Court permission to act as the foreign
representative of the Debtors in Canada to seek recognition of the
Chapter 11 case on the Debtors' behalf, and request the Ontario
Superior Court of Justice (Commercial List) to lend assistance to
the Bankruptcy Court in protecting the Debtors' property.

Avnet Inc., proposed buyer for Nexicore and HCG, is represented by
Frank M. Placenti, Esq., at Squire, Sanders & Dempsey L.L.P.

Delaware Street, the DIP lender, is represented in the case by
Landon S. Raiford, Esq., and Michael S. Terrien, Esq., at Jenner &
Block.

Matthew J. Botica, Esq., and Nancy G. Everett, Esq., at Winston &
Strawn LLP, argue for lenders ARG Investments, Enable Systems,
Inc., MRR Venture LLC, SKM Equity Fund II, L.P. and SKM Investment
Fund II.

The Official Committee of Unsecured Creditors in the Debtors'
cases tapped to retain Levenfeld Pearlstein, LLC, as its counsel
and Crowe Horwath LLP as its financial analysts.


HOFMEISTER PERSONAL: Emerges From Chapter 11
--------------------------------------------
Rob Bates, senior editor at JCKonline.com, reports that Hofmeister
Personal Jewelers emerged from Chapter 11 on Oct. 3, 2012.

The report relates the store owner Carter Hofmeister said "Being a
jeweler I really didn't know how something like this works.  When
I first went Chapter 11, I felt like I didn't have any other
choice.  After a difficult series of events, the bank called my
note.  I had millions in inventory, so I was adequately secured.
But banks today are really not business-friendly."

Hofmeister Personal Jewelers Inc. owns and operates jewelry
stores.  The Company filed for Chapter 11 reorganization in April
2011, listing assets of nearly $3.8 million and liabilities of
$5.4 million.


INDALEX INC: Kirkland Can't Duck Suit Over $76MM Dividend Fraud
---------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Tuesday refused to dismiss a malpractice suit
alleging Kirkland & Ellis LLP advised Indalex Inc. on a wasteful
$76 million dividend without disclosing that some of the firm's
partners were invested in private equity funds that owned the
company and stood to gain from the transaction.

                          About Indalex Inc.

Indalex filed for Chapter 11 protection in the U.S. Bankruptcy
Court in Wilmington, Del., because of financial difficulties
brought on by the global economic slowdown, which spurred a drop
in demand, earnings, and liquidity.  On July 2, 2009, the
company's sale to Sapa holdings AB, a Swedish aluminum products
maker, was approved. The transaction included 10 active plants in
North America.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242.  For
TTY/TDD users, call the federal relay service toll-free at
1-800-877-8339 and ask for 800-400-7242.

Indalex retirees who draw a benefit from the PBGC may be eligible
for the federal Health Coverage Tax Credit. Further information
may be found on the PBGC Web site at http://www.pbgc.gov/workers-
retirees/benefits-information/content/page13692.html

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $47.1 million and was not previously included in
the agency's fiscal year 2009 financial statements.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
investment returns.


INDIANAPOLIS DOWNS: CEO Gets OK to Examine Winning Bidder's Docs
----------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Friday allowed Indianapolis Downs LLC's CEO to
examine communications between Centaur Gaming LLC, which agreed to
buy the rival horse track and casino for $500 million, and certain
state agencies, finding his discovery requests pertinent to the
Chapter 11 proceedings.

Chairman and CEO Ross Mangano sought discovery into Centaur's
dealings with Indiana governmental agencies on behalf of himself
and several family trusts, collectively known as the "Oliver
parties," according Bankruptcy Law360.

                     About Indianapolis Downs

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

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

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

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


INFOTELECOM LLC: Broadvox-CLEC to Purchase Assets Out of Ch. 11
---------------------------------------------------------------
Broadvox-CLEC, LLC has entered into an agreement to purchase the
assets of Infotelecom, LLC out of Chapter 11 bankruptcy.  The
asset purchase is pending regulatory approvals and is expected to
close before the end of 2012.  Upon approval, Infotelecom, its
assets and customers will be transferred to Broadvox-CLEC.

Both parties are extremely pleased with the purchase.  It allows
Infotelecom to bring an end to its bankruptcy with absolutely no
interruption of service to its customers.  As Broadvox-CLEC
customers, they will continue to receive the same services on the
same terms and conditions as they received from Infotelecom.

Broadvox customers, who previously only had regional access to
these services, will now have nation-wide availability.  Further,
all Broadvox customers will benefit from an improved cost
structure and more flexibility in product innovation.

"Broadvox-CLEC currently operates as a competitive local exchange
carrier on a regional basis.  With the Infotelecom purchase,
Broadvox-CLEC can now offer its products and services nationwide,"
said Kyle Bertrand, Vice President of Network Planning at
Broadvox-CLEC.

Nationwide product and service offerings include:

-- Long Distance Termination

-- Local Termination

-- Toll Free Origination

-- DID TN Origination

-- MSRN Service

-- E911

-- SMS

-- Virtual Tandem Service

-- Sip-enabled Pseudo-CIC and 1+ Transport

-- Traffic Exchange

-- IP Service Peering

Based in Cleveland, Ohio, Infotelecom, LLC, filed for Chapter 11
protection on Oct. 18, 2011 (Bankr. N.D. Ohio Case No. 11-18945).
Judge Jessica E. Price Smith presides over the case.  Dov Frankel,
Esq., and William T. Miller, Esq., at Taft Stettinius & Hollister
LLP, represent the Debtor.  The Debtor estimated both assets and
debts of between $1 million and $10 million.


INSIGHT PHARMACEUTICALS: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Trevose, Pa.-based Insight Pharmaceuticals LLC.
The outlook is negative.

"At the same time, we lowered our issue-level ratings on Insight's
$20 million first-lien revolving credit facility due 2016 and its
upsized $290 million first-lien senior secured term loan facility
due 2016 to 'B' from 'B+'. We lowered our recovery ratings to '3'
from '2', which indicates our expectation for meaningful (50% to
70%) recovery for first-lien lenders in the event of a payment
default. We do not rate the company's second-lien senior secured
term loan due 2017," S&P said.

Insight Pharmaceuticals is increasing its first-lien secured term
loan to $290 million (from about $250 million outstanding) and
reducing its second-lien secured term loan to $112 million (from
about $145 million outstanding). "We believe the increased size of
the company's first-lien secured debt reduces the recovery
prospects for these lenders in a simulated default scenario," said
Standard & Poor's credit analyst Brian Milligan. "Total debt
modestly increases in order to cover estimated fees and expenses."

"The ratings on Insight reflect Standard & Poor's view that the
company's business risk profile will remain 'vulnerable,'
principally because its recently acquired brands have not
performed up to expectations, and continuing underperformance
could hurt credit ratios. We believe competitive pressures from
both branded and private label competition is a credible risk to a
potential rebound in sales of these brands. Our assessment
continues to recognize the company's continuing narrow business
focus within the OTC consumer healthcare products segment, brand
concentration with Monistat and e.p.t., and ongoing lack of
international diversity. The ratings also reflect our expectation
for the company's financial risk profile to remain 'highly
leveraged' as a result of its high debt burden relative to its
size, and its aggressive financial policies stemming from its
financial sponsor ownership. We continue to forecast Insight will
maintain financial ratios indicative of a 'highly leveraged'
financial risk profile through at least the end of 2013,
including," S&P said.

"The outlook is negative, reflecting our view of the potential for
continuing underperformance from Monistat and e.p.t., a
significant part of the company's business, to cause material
credit ratio deterioration during 2013," S&P said.


JILL HOLDINGS: S&P Raises Corp. Credit Rating to 'B-'; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Quincy, Mass.-based, women's specialty apparel retailer
Jill Holdings LLC to 'B-' from 'CCC'. The outlook is negative.

"At the same time, we revised our issue-level rating on subsidiary
JJ Lease Funding Corp.'s senior secured term loan B to 'B-' from
'CCC'. We also revised the recovery rating on the loan to '3' from
'4'. The '3' recovery rating indicates our expectation for
meaningful recovery (50% to 70%) for noteholders in the event of a
payment default," S&P said.

                            Rationale

"The upgrade reflects our revision of the company's liquidity
profile to 'adequate' from 'weak,' based on its amended financial
covenants. Jill has made a $27.5 million partial paydown of its
existing term loan B, using proceeds from a new $30 million
unsecured mezzanine term loan facility. As a result, we have
revised the recovery rating to '3' as the recovery prospects
for the term loan B have improved. The ratings on Jill reflect its
'vulnerable' business risk profile and 'highly leveraged'
financial risk profile," S&P said.

"The company's vulnerable business profile incorporates
competition from a number of different retailers, including
department stores, other specialty retailers, and mass
merchandisers. Jill is a smaller participant than many of its
direct competitors, in both store count and sales, which, in our
opinion, limits its ability to reach and retain customers more
competitively. The company's performance in 2011 was weak, and we
remain concerned that prior merchandising issues may resurface
over the next year. However, we anticipate sales to be modestly
higher as the company adds new stores. In our view, a reduction of
promotional activities will benefit margins," S&P said.

"Additional factors in our forecast for 2013 include," S&P said:

     -- Revenue increases in the mid-single digits;
     -- EBITDA margins to moderately increase due to sales
        leveraging and lower promotional activity;
     -- Modest positive free operating cash flow (FOCF); and
     -- No financial support from Arcapita.

"We view the company's financial risk profile as highly leveraged,
characterized by high debt from its LBO by Arcapita in June 2011.
Although, Arcapita filed for Chapter 11 in March 2012, we continue
to believe the filing is unlikely to significantly affect Jill's
operations. For fiscal 2013, we anticipate that metrics will
continue to improve gradually, if the company does not have any
additional merchandising missteps. We expect debt to EBITDA to
decrease to low-7.0x area, EBITDA coverage to remain flat, and
funds from operations (FFO) to debt will increase to about 15%.
Total debt to EBITDA was about 8.1x at July 31, 2012, and EBITDA
interest coverage was about 1.2x. FFO to total debt was
approximately 18% during the same period," S&P said.

                           Liquidity

"We assess Jill's liquidity as adequate as we believe that cash
sources are likely to exceed uses over the next 12 months, even in
the event of moderate, unforeseen EBITDA declines. Sources of
liquidity for the company include excess cash, projected available
borrowings under its $40 million revolving credit facility, and
FFO. Cash uses over the near term are its current portion of long-
term debt and estimated capital expenditures," S&P said.

Relevant aspects of the company's liquidity are:

-- Sources of liquidity over the next 12 months will exceed its
    uses by 1.2x or more;

-- Sources will continue to exceed uses, even if EBITDA were to
    drop by 20%;

-- Sufficient covenant headroom for forecasted EBITDA to decline
    by 15% without the company breaching coverage tests; and

-- No meaningful near-term maturities and manageable term loan
    amortizations.

"Jill is required to meet amended financial covenants under its
term facility, including a maximum leverage ratio and a minimum
interest coverage ratio. We anticipate Jill will maintain adequate
covenant headroom on all covenants over the next year," S&P said.

                             Outlook

"The negative outlook reflects our concerns that the company may
not be able to solve its merchandising issues over the next year.
Performance could suffer as a result, as future step-downs could
put additional pressure on its liquidity. We anticipate the credit
ratios will remain reflective of a highly leveraged financial risk
profile over the next year," S&P said.

"We could lower the ratings if weaker-than-expected performance
results in inadequate covenant headroom, pressuring the company's
liquidity position. For this to occur, there would be EBITDA
deterioration such that financial covenant cushion falls to less
than 10%," S&P said.

"Alternatively, we could revise the outlook to stable if the
company consistently maintains adequate cushion under their
financial covenants. This will be predicated on if we believe the
company will be able to maintain covenant cushion over 20%," S&P
said.

Ratings List

Upgraded
                                        To                 From
Jill Holdings LLC
Corporate Credit Rating                B-/Negative/--
CCC/Negative/--

Upgraded; Recovery Ratings Revised
                                        To                 From
Jill Holdings LLC
JJ Lease Funding Corp.
Senior Secured                         B-                 CCC
  Recovery Rating                       3                  4


K-V PHARMACEUTICAL: Committee Proposes Stroock as Lead Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of K-V
Pharmaceutical Company asks the U.S. Bankruptcy Court for the
Southern District of New York for authorization to retain Stroock
& Stroock & Lavan LLP as lead bankruptcy counsel to the Committee,
nunc pro tunc to Aug. 13, 2012.

Stroock will, among other things:

  (a) advise the Committee with respect to its rights, duties and
      powers in the Chapter 11 cases;

  (b) assist and advise the Committee in its consultations and
      negotiations with the Debtors relative to the administration
      of the Chapter 11 cases;

  (c) assist the Committee in analyzing the claims of the Debtors'
      creditors and in negotiating with the creditors;

  (d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors and of the operation of the Debtors' business; and

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or their creditors concerning matters
      related to, among other things, the terms of a plan or plans
      of reorganization for the Debtors and related disclosure
      statement filed in connection therewith and all ancillary
      documents related thereto.

Stroock's current hourly rates:

     Partners               $750 to $1,085
     Counsel                $650 to $775
     Associates             $350 to $725
     Paraprofessionals      $245 to $335
     Litigation Support     $125 to $135

To the best of the Committee's knowledge, information and belief,
Stroock is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, and does not hold or represent an
adverse interest in connection with the Debtors, the Chapter 11
cases or the Debtors' estates, and that neither Stroock nor any of
its members, counsel or associates has had or presently has any
connection with the Debtors, their creditors, equity security
holders, or any other known parties-in-interest, the U.S. Trustee,
or any person employed by the office of the U.S. Trustee, in any
matters related to the Debtors or the Chapter 11 cases.

The hearing to consider the application of the Committee of
Stroock as lead bankruptcy counsel was scheduled for Oct. 10,
2012, at 9:30 a.m.

                     About K-V Pharmaceutical

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

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

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

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


K-V PHARMACEUTICAL: Committee Retains D&P as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of K-V
Pharmaceutical Company asks the U.S. Bankruptcy Court for the
Southern District of New York for authorization to retain Duff &
Phelps, LLC, as financial advisor to the Committee, nunc pro tunc
to Aug. 13, 2012.

D&P will:

  (a) review and analyze the Company's operations, assets,
      financial condition, business plan, strategy, and operating
      forecasts;

  (b) assist in the determination of an appropriate go-forward /
      post-emergence capital structure for the Company;

  (c) analyze any proposed financing(s);

  (d) analyze any merger, divestiture, joint-venture, or
      investment transaction, including the proposed structure and
      form thereof;

  (e) analyze any new debt and/or equity capital (including advice
      on the nature and terms of new securities); and

  (f) assist the Committee in developing, evaluating, structuring
      and negotiating the terms and conditions of a restructuring
      or Plan of Reorganization, including the value of the
      securities, if any, that may be issued to the Committee
      under any such restructuring or Plan.

As compensation for its services, D&P will receive:

  (1) Monthly Fee: The Company will pay D&P a cash fee of $125,000
      per month for the term of the engagement beginning Aug. 13,
      2012.

  (2) Deferred Restructuring Fee: In addition, at the end of the
      case or in connection with a proposed Restructuring
      Transaction, D&P will have the ability to seek a reasonable
      deferred restructuring fee subject to the direct approval
      and consent of the Committee and subject to notice, hearing
      and approval of the Bankruptcy Court.  The amount and timing
      of such fee, if any, are subject to Bankruptcy Court
      approval.  D&P will not be entitled to more than one
      Deferred Restructuring Fee.

  (c) Expense Reimbursement: D&P will be entitled to monthly
      reimbursement of reasonable and documented out-of-pocket
      expenses incurred in connection with the services to be
      provided under the Engagement Letter.

To the best of the Committee's knowledge, information, and belief,
D&P does not hold or represent any interest adverse to the
Committee, the Debtors' estates, creditors or other parties-in-
interest in connection with the Chapter 11 cases and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b) of the
Bankruptcy Code, and to the extent required by Sections 328 and
1103 of the Bankruptcy Code and Bankruptcy Rule 2014.

                     About K-V Pharmaceutical

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

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

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

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


K-V PHARMACEUTICAL: Committee Retaining AGP as Regulatory Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of K-V
Pharmaceutical Company asks the U.S. Bankruptcy Court for the
Southern District of New York for authorization to retain Arnall
Golden Gregory LLP as regulatory counsel to the Committee, nunc
pro tunc to Aug. 13, 2012.

AGP will, among others, provide these services:

  (a) advise the Committee regarding various federal and state
      laws and regulations affecting the sales of Makena(R) and
      other pharmaceutical products of the Debtors;

  (b) analyze the validity and effectiveness of claims and legal
      actions commenced by the Debtors in state Medicaid actions
      and against regulatory agencies; and

  (c) advise the Committee regarding legal requirements applicable
      to compounding pharmacies whose practices affect the sales
      of Makena(R), the Debtors' most important product.

To the best of the Committee's knowledge, information and belief,
AGG is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, and does not hold or represent an
adverse interest in connection with the Debtors, the Chapter 11
cases or the Debtors' estates, and that neither AGG nor any of its
members, counsel or associates has had or presently has any
connection with the Debtors, their creditors, equity security
holders, or any other known parties-in-interest, the U.S. Trustee,
or any person employed by the office of the U.S. Trustee, in any
matters related to the Debtors or the Chapter 11 cases.

At present, the hourly rates for the AGG partners designated to
represent the Committee range from $490 to $520 per hour and the
hourly rates for the AGG associates designated to represent the
Committee range from $200 to $300 per hour.

It is anticipated that the fees of AGG, in its capacity as
regulatory counsel to the Committee, will not exceed $10,000 per
month, and AGG will endeavor to inform Stroock, Committee's
proposed lead counsel, prior to incurring more than $10,000 of
fees in a month.

AGG will also seek reimbursement for necessary expenses incurred,
including travel, photocopying, delivery service, postage and
package delivery, vendor charges, court fees, transcript costs,
expenses for "working meals," computer-aided research and other
out-of-pocket expenses incurred in providing professional
services.

                     About K-V Pharmaceutical

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

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

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

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


K-V PHARMACEUTICAL: Can Employ Willkie Farr as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized K-V Pharmaceutical Company, et al., to employ Willkie
Farr & Gallagher LLP as bankurptcy counsel, effective as of the
Petition Date.

As reported in the TCR on Aug. 29, 2012, Willkie Farr & Gallagher
bills at these hourly rates: attorneys at $400 to $1,090 and
paralegal at $120 and $310.

                     About K-V Pharmaceutical

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

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

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

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


KEOWEE FALLS: U.S. Trustee Seeks Chapter 7 Conversion
-----------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
asks the U.S. Bankruptcy Court to enter an order converting the
Chapter 11 case of Keowee Falls Investment Group to Chapter 7
liquidation.

The U.S. Trustee tells the Court that the Debtor's disclosure
statement and plan were due Aug. 29, 2012, pursuant to SCBLR
3016-1(a), but the Debtor has not filed the disclosure statement
and plan.

The Debtor has represented that it has approximately $165,000 in
cash once all sales are closed.  The schedules show unsecured
claims in the amount of $214,661.

                About Keowee Falls Investment Group

Travelers Rest, South Carolina-based Keowee Falls Investment
Group, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case
No. 12-01399) in Spartanburg, South Carolina, on March 2, 2012.
Bankruptcy Judge John E. Waites presides over the case.
R. Geoffrey Levy, Esq., at Levy Law Firm, LLC assists the Debtor
in its restructuring effort.  Keowee Falls estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.


LAKELAND DEVELOPMENT: Hires Henry Eshraghian as Tax Preparer
------------------------------------------------------------
Lakeland Development Company asks the U.S. Bankruptcy Court for
permission to employ H. Henry Eshraghian for the special purpose
of preparing the Debtor's tax returns for the years 2009, 2010 and
2011.

The Debtor will pay $1,295 for each of the three years for which
both state and federal tax returns have been prepared and filed.

H. Henry Eshraghian attests that he is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                    About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LAND CONSERVANCY: Judge Dismisses Chapter 11 Case
-------------------------------------------------
Jennifer Lin at Philly News reports that U.S. Bankruptcy Judge
Eric L. Frank signed an order Oct. 3 dismissing the Chapter 11
case of the Land Conservancy of Elkins Park after the conservancy
said in a Sept. 28 filing it was withdrawing an earlier objection
to the dismissal bid.

According to the report, the Dominican Congregation of St.
Catherine de Ricci pushed for case dismissal to clear the way for
the ejection of the conservancy and its founder, David Dobson,
from the congregation's property.

"The dismissal of the bankruptcy case eliminates a legal venue
from our dispute with the Land Conservancy," which is
"trespassing," the report quotes Sister Anne Lythgoe, president of
the congregation, as saying.

According to the report, the conservancy's counsel, Edmond M.
George, said the conservancy had "consented to dismissal . . . in
the hope that it would facilitate a setting within which the
parties could attempt to reach a non-litigation resolution to the
issues between them. . . ."

According to a financial statement filed with Bankruptcy Court,
the conservancy had cash on hand of $111,065.  To keep it
operating for the last two years, Food for All has been advancing
funds totaling $3.9 million, the report adds.

Land Conservancy of Elkins Park, Inc., filed a Chapter 11 petition
(Bankr. E.D. Pa. Case No. 10-19522) on Nov. 11, 2010, listing
$1 million to $10 million in assets and debts.  Judge Eric L.
Frank presides over the case.  Edmond M. George, Esq., at
Obermayer Rebmann Maxwell & Hippel, LLP, serves as the Debtor's
counsel.  The petition was signed by David D. Dobson, president.


LAST MILE: Hires Parentebeard LLC as Tax Accountant
---------------------------------------------------
Last Mile Inc., also known as Sting Communications, asks the U.S.
Bankruptcy Court for approval to employ ParenteBeard LLC as
accountant, effective as of March 25, 2012.

The professional services that ParenteBeard will provide to the
Debtor include the preparation of the Debtor's federal and
Pennsylvania state tax returns for the year 2011.

ParenteBeard will charge the Debtor on an hourly basis for its
services.  ParenteBeard's hourly rates range from $120 to $230 for
staff, and $230 to $430 for senior managers and partners.

The Debtor believes that ParenteBeard's fees are reasonable and
reflect market rates.  The Debtor has used ParenteBeard's services
since approximately 2006 and ParenteBeard is familiar with the
Debtor's operations.

Leah K. Keller, a member of the firm, attests it is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                          About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Kenneth A. Rosen, Esq., Jeffrey A. Kramer, Esq., and
Thomas A. Pitta, Esq., at Lowenstein Sandler PC, in New York,
represent the Debtor as counsel.  In its schedules, the Debtor
disclosed $11,757,058 in assets and $23,300,655 in liabilities.

Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Last Mile Inc., aka Sting Communications.  Halperin
Battaglia Raicht, LLP, serves as counsel for the Committee.


LEHMAN BROTHERS: Dante Noteholders Win Appeal on Intervention
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of notes in synthetic collateralized debt
obligations created by Lehman Brothers Holdings Inc. subsidiary
Lehman Brothers Special Financing Inc. won an appeal Oct. 4 in the
U.S. Court of Appeals in Manhattan.

According to the report, the victory enhances chances that
noteholders in the so called Dante program will be allowed to
participate in negotiations or litigation over the validity of
so-called flip clauses in bankruptcy.  The opinion expands the
definition of when an order is appealable in bankruptcy.  Were
there no bankruptcy, the flip clause provides that Lehman would
receive first proceeds from collateral.  The flip clause provided
that noteholders instead would receive the collateral first
because Lehman went bankrupt.  Flip clauses thus turned profits
for Lehman into losses as a result of bankruptcy.  Lehman has
taken the position multiple times in bankruptcy court in New York
that the flip clause violates the so-called ipso facto clause in
the Bankruptcy Code, which provides that companies can't forfeit
rights or property simply on account of filing for bankruptcy.  In
another Lehman lawsuit, U.S. Bankruptcy Judge James M. Peck ruled
in January 2010 that flip clauses aren't enforceable in
bankruptcy.

The report recounts that before an appeal could be completed;
there was a settlement and thus no higher-court ruling about
enforceability of a flip clause in bankruptcy.  Judge Peck later
adhered to his 2010 conclusion in an opinion in May in another
lawsuit.  Lehman initiated the lawsuit at hand regarding the Dante
program in September 2010.  The case involved the validity of a
flip clause in transactions involving Lehman's bankrupt Australian
affiliate.  With negotiations ongoing, the bankruptcy judge froze
the lawsuit several times.  Most recently, the suit was stayed
until Jan. 20.  Dante noteholders sought to intervene in the suit
which had been stayed.  Judge Peck denied the intervention
application "without prejudice."  He said the noteholders could
seek to intervene again, although only after the stay was
dissolved.

The report notes that the noteholders appealed, only to have the
appeal dismissed.  The district court concluded that the
bankruptcy court's ruling wasn't a "final order" and therefore
wasn't appealable.  The Second Circuit Court of Appeals in
Manhattan reversed in an unsigned Oct. 4 opinion by a three-judge
panel.  The appeals court cited familiar law for the principle
that the concept of "finality" is "more flexible" in bankruptcy
than in other civil suits.  "Finality is viewed functionally,
focusing on pragmatic considerations rather than on
technicalities," the court said.  Looking at the practical effect
of non-intervention, the circuit court noted that "negotiations
are ongoing."  Unless allowed to intervene, the circuit judges
said that that the noteholders "may ultimately arrive at the scene
of a fait accompli, or be foreclosed altogether from proceedings
that they may be entitled to join."

According to Bloomberg, the court said it was expressing no
opinion on how the district court should rule on whether the
noteholders should be entitled to intervene.  Strictly speaking,
the appeals court ruling did nothing more than send the appeal
back to district court, where the judge will consider the question
of whether the noteholders should be allowed to intervene.  The
noteholders contend they aren't being adequately represented by
the indenture trustee.  Should they be allowed to intervene, the
noteholders will be able to oppose continuation of the stay of the
lawsuit, argue the merits of the flip clause, and possibly win
themselves a seat at the negotiating table.

The Bloomberg report discloses that the flip clause and the Dante
program have arisen in several litigated contexts in the Lehman
case.  The Chapter 11 plan for the Lehman companies other than the
broker was confirmed in December and implemented in March, with
two distributions since then.  Lehman's brokerage subsidiary is
under control of a trustee appointed under the Securities Investor
Protection Act.  The Lehman brokerage is yet to make a first
distribution to non-customers.

The intervention appeal is Liquidators of Lehman Brothers
Australia Ltd. v. Lehman Brothers Special Financing Inc.  (In re
Lehman Brothers Holdings Inc.), 11-2967, U.S. Court of Appeals for
the Second Circuit (Manhattan).

                       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.


LEHMAN BROTHERS: SIPA Trustee Settles LB Finance's $6-Bil. Claim
----------------------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
asked the U.S. Bankruptcy Court in Manhattan to approve a
settlement of Lehman Brothers Finance AG's $6 billion in
bankruptcy claims.

The agreement grants Lehman Brothers Finance an allowed customer
claim in the sum of $189.924 million, and an unsecured non-
priority general claim in the sum of $360 million.

The allowed claims are less than 6% of the potential customer
claim and less than 10% of Lehman Brothers Finance's total
claims, according to a court filing.

Christopher Kiplok, Esq., at Hughes Hubbard & Reed LLP, in New
York, said Lehman Brothers Finance's claims are among the largest
filed in the brokerage's liquidation case.

"The elimination of the uncertainty and need for a very
substantial reserve through the settlement with [Lehman Brothers
Finance] will greatly enhance the trustee's ability to make a
substantial distribution to customers," Mr. Kiplok said.

The proposed settlement is formalized in a 17-page agreement,
which is available without charge at:

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

A court hearing to consider approval of the agreement is scheduled
for Nov. 14.  Objections are due by Oct. 25.

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Hedge Fund Group Supports Trustee's Sale Appeal
----------------------------------------------------------------
The Managed Fund Association, a hedge fund advocacy group, filed
an amicus curiae brief telling the U.S. Court of Appeals for the
Second Circuit that a New York federal court's ruling in Lehman
Brothers Inc.'s bankruptcy will cause a "substantial loss of
confidence" in the capital markets and must be overturned, Lisa
Uhlman of BankruptcyLaw360 reported.

The hedge fund group, which says it represents the global
alternative investment industry, takes issue with U.S. District
Judge Katherine B. Forrest's June 5 ruling largely siding with
Barclays PLC in its multibillion-dollar dispute with the
liquidation trustee for LBI, Lehman Brothers Holdings Inc.'s
brokerage unit.

James Giddens, the trustee overseeing the liquidation of LBI
under the U.S. Securities Investor Protection Act of 1970,
previously argued before the Second Circuit that there was denial
of due process when the North American investment banking
business was sold to Barclays Plc one week after the bankruptcy
filing in Septembers 2008.  Mr. Giddens is seeking to overturn
Judge Forrest's ruling, which concluded that the bankruptcy judge
was wrong in requiring Barclays to pay $1.5 billion.  In addition
to reinstating the $1.5 billion judgment in his favor, Mr.
Giddens also wants the 2nd Circuit to award him $4 billion in
cash representing so-called margin assets.

The Barclays appeal in the court of appeals is Giddens v.
Barclays Capital Inc. (In re Lehman Brothers Holdings Inc.),
12-2328, 2nd U.S. Circuit Court of Appeals (Manhattan).  The
Barclays appeal in district court is Barclays Capital Inc. v.
Giddens (In re Lehman Brothers Inc.), 11-6052, U.S. District
Court, Southern District of New York.

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Barclays Says FirstBank Claims Should Be Barred
----------------------------------------------------------------
FirstBank Puerto Rico violated a bankruptcy judge's order when it
sued Barclays Capital Inc. over securities it acquired from
Lehman Brothers Holdings Inc.'s brokerage, according to court
papers filed by the U.K. bank.

Judge James Peck of the U.S. Bankruptcy Court in Manhattan issued
the order in 2008, which authorized the sale of Lehman's North
American broker-dealer business to Barclays.

Barclays lawyer, Lindsee Granfield, Esq., at Cleary Gottlieb
Steen & Hamilton LLP, in New York, said the 2008 ruling enjoins
anyone who has claims on the assets sold from suing the U.K.
bank.

"FirstBank's claims are barred, and its suit enjoined, by the
express terms of this court's sale order which approved the
transfer of those assets to Barclays free and clear of the very
claims FirstBank makes," Ms. Granfield said.  "FirstBank's
actions constitute a willful violation of the sale order
necessitating a finding of contempt."

Barclays asked Judge Peck to force FirstBank to compensate the
U.K. bank through an award of attorneys' fees and costs.

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Walton, et al. Sue Over Properties
---------------------------------------------------
William Walton and three others filed a lawsuit against Lehman
Brothers Inc. over the ownership of properties in Georgia.

Walton et al., who are represented by Atlanta-based Legacy Law
Group, seek an order declaring them to be the title owner of
record of the properties located in Marietta and in Covington,
Georgia.

"The proceeding is brought to remove a particular cloud or
clouds, include a statement as to the grounds wrongful
encumbrances and wrongful foreclosure perpetuated by parties with
no standing and without an interest in the property," said Rodd
Walton, Esq., at Legacy Law Group, in Atlanta, Georgia.

The lawsuit, which was filed on October 1 in the U.S. Bankruptcy
Court in Manhattan, also named Bank of America N.A. and Federal
National Mortgage Association as defendants.

The case is William Walton, et al. v. Lehman Brothers Inc., et
al., 12-01898, U.S. Bankruptcy Court, Southern District of New
York (Manhattan).

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEVEL 3: Announces Pricing of $1.2 Billion Term Loan Refinancing
----------------------------------------------------------------
Level 3 Communications, Inc.'s subsidiary, Level 3 Financing,
Inc., has successfully completed the marketing of its new senior
secured Tranche B-II 2019 Term Loan to fully refinance its
existing Tranche B II Term Loan and Tranche B III Term Loan under
its existing senior secured credit facilities.

The $1.2 billion Tranche B-II 2019 Term Loan will bear interest at
LIBOR plus 3.25 percent, with a minimum LIBOR of 1.50%, and will
mature on Aug. 1, 2019.  The term loan is being priced to lenders
at par.  The existing Tranche B II and Tranche B III term loans
have interest rates of LIBOR plus 4.25%, with a minimum LIBOR of
1.50% and were due to mature in 2018.  As a result of this
refinancing, the company expects to save $12 million of cash
interest payments per year.

The closing of the refinancing transaction is scheduled to be
completed on Oct. 4, 2012, subject to execution of definitive
documentation and customary closing conditions.

                   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.


LEVI STRAUSS: Signs Separation Agreement with Aaron Boey
--------------------------------------------------------
Aaron Beng-Keong Boey, Executive Vice President and President,
Commercial Operations Asia Pacific and President, Global Denizen
brand, of Levi Strauss & Co., will separate from the Company
effective Nov. 24, 2012, pursuant to a Separation Agreement and
Release of all Claims signed on Oct. 4, 2012.

Under the agreement, in exchange for certain releases of claims
and compliance with certain restrictive covenants, Mr. Boey is
eligible to receive an amount equal to US$546,075, which will be
payable in a lump sum on the Separation Date.

Mr. Boey remains eligible to receive a payment under the Company's
2012 Annual Incentive Plan pursuant to the terms of that plan.
Mr. Boey's post-termination obligations include covenants relating
to non-solicitation for a period of one year, non-disparagement,
confidentiality and cooperation with litigation matters and
administrative inquiries.  This agreement supersedes any other
potential separation benefits from the Company, including, but not
limited to, any rights under the Company's Executive Severance
Plan.

Andrew Martin, Vice President, Finance, of the Asia Pacific
division, will assume responsibilities for the role until a
successor is selected.

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

The Company's balance sheet May 27, 2012, showed $2.89 billion in
total assets, $2.99 billion in total liabilities, $5.02 million in
temporary equity, and a $110.65 million total stockholders'
deficit.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services assigned its
'B+' rating (same as the corporate credit rating) to San
Francisco-based Levi Strauss & Co.'s proposed $350 million senior
unsecured notes due 2022.

"The ratings on Levi Strauss reflect our view that the company's
financial profile continues to be 'aggressive,' particularly since
the company's balance sheet remains highly leveraged and we expect
cash flow protections measures to continue to be weak. In
addition, we continue to consider Levi Strauss' business risk
profile to be 'weak,' given its continuing participation in the
highly competitive denim and casual pants market, which is subject
to fashion risk and still-weak consumer spending, and our
expectation that the company's business focus will remain narrow.
We believe the company benefits from its strong, well-recognized
Levi's brand, long operating history, and distribution channel
diversity (both by retail customer and geography)," S&P said.

In April 2012, Moody's Investors Service affirmed Levi Strauss &
Co ("LS&Co) B1 Corporate Family and Probability of Default
Ratings.  Moody's also assigned a B2 rating to the company's
proposed $350 million senior unsecured notes due 2022 and affirmed
the B2 ratings of the company's other series of unsecured debt.

Levi Strauss' B1 Corporate Family Rating reflects the company's
negative trends in operating margins reflecting inconsistent
execution as well as input cost pressures.  The ratings also
reflect the company's still significant debt burden, which has
been increasing due to the company's continued investment in its
own retail stores and its sizable underfunded pension. Debt/EBITDA
(incorporating Moody's standard analytical adjustments) was 5.1
times for the LTM period ending 2/26/2012.  The rating take into
consideration the company's significant global scale, with
revenues near $5 billion, its operations in over 110 countries and
the ownership of the iconic Levi's trademark.


LOCATION BASED TECHNOLOGIES: Launches PF886 Tracking Device
-----------------------------------------------------------
Location Based Technologies Inc. continues to expand its product
line by announcing their new PF-886.  Designed to meet the
demanding business and governmental applications and to work in
the harshest environments, the PF 886 is a dedicated A-GPS device
for customers who need the ability to track and manage highly
mobile assets from the office or while actively in the field.  The
device comes with a 2, 3 or 4 wire option that delivers a broad
array of features and functionality to meet the diverse
requirements of today's business environment or it can be used un-
tethered for extended periods of time.  The device itself is a
mere 4.25 inches by 2.2 inches and weighs only 5.7 ozs.

"The PF 886 is a rugged and cost effective solution that can
perform for up to three weeks without being connected to a power
source," stated Dave Morse, CEO of Location Based Technologies.
"The battery life is far better than anything in its class and our
test customers tell us that the A-GPS sensitivity exceeds the
performance of other GPS devices.  We are excited to bring this
new device to market with a 'first order' of $880,000 from a world
recognized Fortune 50 company."

Location Based Technologies launched its business solutions
www.locationbasedtech.com Web site and interface in July of this
year.  Since that time, LBT has seen a continued acceleration of
commercial business growth adding new small to medium sized
businesses each day to its platform.  "As more and more businesses
are experiencing the value in tracking not only vehicles but other
mobile assets, we knew the development of the PF 886 was the
logical next step in continuing to deliver solutions that meet the
needs of our customers," stated Gregory Gaines, CMSO of Location
Based Technologies.  The PF 886 is a rugged, cost effective and
powerful device which is fully compatible with other Location
Based Technologies' mobile solutions.  When accessed by LBT's
easy-to-use End User interface or its intuitive App based
functionality, this mobile solution increases operational
visibility and improves an organization's mobile resource
efficiency while lowering costs.  System management and reporting
capability also comes with the solution package.

The platform solution can be accessed and managed via an office
computer or in the field through an intuitive mobile application.
Each device icon is displayed on the interface dashboard and
conveys critical information about the device's current location
as well as its speed, heading and altitude.  A device's location
history is stored for 90 days and can be easily accessed through
the "History" tab and users can create geo-fences so that they
receive email or text alerts when a device enters or exits a
particular area.

                 About Location Based Technologies

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

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

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

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


LON MORRIS: College to Be Sold at Auction
-----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lon Morris College, a 158-year-old not-for-profit
college in Jacksonville, Texas, filed for bankruptcy
reorganization in July and was unable to merge with another
educational institution.

The college canceled the fall term, arranged for students to
transfer elsewhere, and filed a proposed Chapter 11 plan on Oct. 5
where the campus will be sold at auction.  As described in the
proposed disclosure statement, the properties will either be sold
at auction, with proceeds given to lenders, or turned over to the
lenders.  If there is an excess after payment of secured claims,
the remainder would go to unsecured creditors.

The Bloomberg report discloses that the college will ask the U.S.
Bankruptcy Court in Tyler, Texas, to structure the auction so each
lender's collateral will be sold separately, to establish the
value of each lender's collateral.  The auction will also take
bids for the entire college.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at McKool Smith P.C., and Webb
and Associates serve as counsel to the Debtor.  Capstone Partners
serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.


LPATH INC: Effects a 1-for-7 Reverse Split of Class A Shares
------------------------------------------------------------
Lpath, Inc., announced a 1-for-7 reverse split of the Company's
issued and outstanding Class A common stock and a corresponding
decrease in the number of its authorized shares of Class A common
stock.  The reverse stock split was effective as of 5:00 p.m. PDT
on Oct. 5, 2012.

"We have elected to effect a reverse stock split to help Lpath
meet the listing requirements of the NASDAQ Capital Market," said
Scott Pancoast, president and chief executive officer of Lpath.
"We believe that a NASDAQ listing and the reverse stock split can
broaden our shareholder base and increase the appeal of our stock
to institutional investors.  Further, these actions should provide
benefits to our shareholders by improving trading liquidity in the
stock, thereby enhancing long-term shareholder value."

Each shareholder's percentage ownership interest in Lpath and the
proportional voting power remains unchanged after the reverse
stock split.  In addition, the rights and privileges of the
holders of the Company's common stock are unaffected by the
reverse stock split.  This reverse stock split is pursuant to a
Certificate of Change filed with the State of Nevada.

As of the effective date, every seven shares of issued and
outstanding common stock will be converted into one share of
common stock, with all fractional shares being rounded up to the
nearest whole share.  The reverse stock split will reduce the
number of shares of issued and outstanding Class A common stock
from approximately 73.7 million pre-split to approximately 10.5
million post-split.  The number of authorized shares of Class A
common stock will be reduced from 200 million to 28.6 million.
Proportional adjustments will be made to Lpath's warrants, stock
options, and equity-compensation plans.  The reverse stock split
will have no effect on the company's authorized shares of
preferred stock.

The Company's common stock will trade under a new CUSIP number
(548910306).  The Company's ticker symbol will remain unchanged,
although a "D" will be placed on the LPTN ticker symbol (LPTND)
for 20 business days to alert the public about the reverse stock
split.

It is not necessary for shareholders of the company to exchange
their existing stock certificates for new stock certificates of
the company in connection with the reverse stock split, although
shareholders may do so if they wish.

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $3.11 million in 2011, compared
with a net loss of $4.60 million in 2010.

The Company's balance sheet at June 30, 2012, showed $21.03
million in total assets, $14.31 million in total liabilities and
$6.71 million in total stockholders' equity.


MARTIN COUNTY MARINE: Plan Confirmation Hearing on Oct. 11
----------------------------------------------------------
Paul Ivice at The Palm Beach Post reports that Martin County
Marine Corp. will return to the Bankruptcy Court Oct. 11 to seek
approval of a plan of reorganization plan.

According to the report, Martin County Marine is trying to shed
about $1 million in debt, most of it accumulated in legal fees
owed to a Stuart law firm, which it converted into a second
mortgage.  The report notes Martin County Marine Holdings LLC, a
consortium of Orlando-based investors that buys troubled loans,
holds the first mortgage for about $1.6 million, which it bought
in late 2009 from Seacoast National Bank.

According to the report, Jack McGregor, the marina's chief
restructuring officer, said the reorganization plan groups
creditors in six classes, including mortgage holders, government
entities with tax claims and the Martin Downs Property Owners
Association.  He said unsecured creditors including several
contractors and vendors owed about $1 million to $1.25 million --
depending on how the judge rules on an estimated $250,000 in
claims by Sandi Nickerson, daughter of former co-owner Claire
Nickerson -- will receive their pro rata share of $25,000 in
settlement of the claims, for roughly 2 cents to 2.5 cents on the
dollar recovery.

The report adds Sandi Nickerson inherited a 25% ownership in the
marina from her mother, but that stock was canceled with the
bankruptcy.  She said in July that the marina's debt is the result
of mismanagement by Steven Brown, the real estate developer based
in Chatsworth, Calif., and that she would submit an alternate plan
of debt reorganization.  No such plan was submitted, the CRO said.

Martin County Marine Corp. filed for Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-11819) on Jan. 24, 2012.  According to the
Palm Beach Post, the 24-year-old marina on the west bank of the
St. Lucie River has a capacity to dry stack about 300 boats and
also offers the typical range of marina services, including boat
maintenance and repair, hurricane storage and boat sales.  Judge
Erik P. Kimball presides over the case.  Bradley S. Shraiberg,
Esq., at Shraiberg, Ferrara, & Landau P.A., represents the Debtor.
The Debtor estimated assets of between $50,000 and $100,000, and
debts of between $1 million and $10 million.

In July 2012, Jack McGregor took over day-to-day operations of the
marina as its chief restructuring officer.


MEDIA GENERAL: S&P Hikes CCR to 'B-' on Tampa Tribune Sale Deal
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Richmond,
Va.-based Media General Inc. to 'B-' from 'CCC+' and removed it
from CreditWatch, where it was placed with positive implications
on May 18, 2012. The rating outlook is stable.

"In addition, we raised our issue-level rating on the company's
senior secured notes to 'B-' from 'CCC+' and removed it from
CreditWatch in conjunction with the upgrade. Our recovery rating
on this debt remains unchanged at '3', indicating our expectation
of meaningful (50% to 70%) recovery for noteholders in the event
of a payment default," S&P said.

"The corporate credit rating on Media General is based on our
expectation that the company will be able to maintain adequate
liquidity despite its very high leverage," noted Standard & Poor's
credit analyst Jeanne Shoesmith.

"We consider the company's business risk profile 'weak' (based on
our criteria), reflecting the company's modest diversification and
EBITDA margin that lags most peers'. Media General's pro forma
ratio of lease-adjusted debt to EBITDA of 8.7x as of June 24, 2012
underpins our view of the company's financial risk profile as
'highly leveraged.'"

"Media General operates a portfolio of 18 TV stations (indicating
only modest diversification), with revenue concentration in NBC
and CBS-affiliated stations. Its NBC and CBS affiliated stations
account for roughly 60% and 30% of the company's revenues. This
concentration leaves Media General vulnerable to declines in
either of these networks' audience ratings. The company's
advertising revenue is highly sensitive to economic downturns
and election cycles. EBITDA can drop as much as 25% in nonelection
years. Media General's pro forma EBITDA margin, at 26% as of June
24, 2012, lags its peers' and contributes to our assessment of the
company's business risk profile as 'weak.' Despite the company's
major network affiliations, its business is subject to long-term
secular trends of fragmenting viewership and increasing audience
engagement with Internet-based entertainment," S&P said.

"Under our base-case scenario, we expect pro forma revenue to grow
by roughly 25% in the second half of 2012, reflecting low-single-
digit percent growth in core advertising, healthy growth in
retransmission revenue, and a return of significant political
advertising in the current presidential election year. We expect
EBITDA to grow in excess of 40% in the second half of 2012 as a
result of growth in high-margin political and retransmission
revenue. In 2013, we expect revenue to decline at a mid-single-
digit rate and EBITDA to decline by roughly 15%, with the decline
in political advertising revenue more than offsetting low-single-
digit growth in core local and national advertising revenue and
further robust growth in retransmission revenue. The company's
EBITDA margin, in our view, could expand to the high-20% area by
the end of 2012, before contracting nearly 300 basis points (bps)
in 2013. We expect television operating expenses will continue to
grow at a low-single-digit rate, but that corporate expenses will
decline in 2013 as the cost cuts taken in the second half of 2012
are realized," S&P said.

"The company's adjusted debt to EBITDA is consistent with our
financial risk indicative ratio of more than 5x for a 'highly
leveraged' financial profile. Media General's pro forma EBITDA
coverage of interest for the 12 months ended June 24, 2012
remained thin at 1.2x, compared to 1.5x a year ago. We expect
adjusted debt to EBITDA will moderate to the low-7x area by the
end of 2012 and that EBITDA coverage of interest will improve to
the mid-1x area because of an increase in retransmission and
political advertising revenue. Both of these measures are likely
to deteriorate again in 2013; accordingly, our rating is
predicated on the company maintaining sufficient, albeit less than
robust, near-term liquidity," S&P said.


MEHR IN LOS ANGELES: Files for Chapter 11 in Los Angeles
--------------------------------------------------------
Mehr in Los Angeles Enterprises, LLC, filed a bare-bones
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-43589) on
Oct. 4, 2012.  The Debtor estimated assets of at least $10 million
and liabilities of at least $1 million.  Michael S. Kogan, Esq.,
at Kogan Law Firm APC, in Los Angeles, serves as counsel.


MERVYN'S LLC: Creditors Land $166 Million LBO Settlement
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors of Mervyn's LLC brought home a
$166 million settlement enabling the liquidated retailer to
propose a Chapter 11 plan with a "meaningful distribution" to
unsecured creditors, the creditor panel said in papers seeking
bankruptcy court approval for the compromise.

According to the report, Mervyn's filed for reorganization in
July 2008, only to decide by October 2008 that liquidation was
necessary.  The official creditors' committee filed suit in
September 2008 against discount retailer Target Corp. and about
40 other defendants, contending the $1.175 billion leveraged
buyout in 2004 was fraught with fraudulent transfers.  In addition
to Target, defendants included Cerberus Capital Management LP,
Lubert-Adler & Klaff Partners LP, and Sun Capital Partners Inc.,
the leader of the investor group that bought the Mervyn's chain.

The report relates that there will be a hearing on Oct. 29 in U.S.
Bankruptcy Court in Delaware for approval of the settlement.

The report notes that although the going-out-of-business sales
paid secured debt fully, the "case has been severely
administratively insolvent" since late 2008, court papers state.

According to Bloomberg, the settlement will cover $93 million in
expenses that arose during the Chapter 11 case, not including
professional claims, according to the court filing.  Unsecured
claims amount to about $400 million, according to the papers.  The
committee was represented in the lawsuit by Cooley LP.  The firm
was retained to prosecute the lawsuit on a contingency.  Even a
liquidating Chapter 11 plan can't be approved unless
administration claims are fully paid.  Administrative claims
include expenses to run the business and professional costs
incurred after the bankruptcy filing.

The report recounts that pressure on the defendants for settlement
increased in March 2010 when U.S. Bankruptcy Judge Kevin Gross
declined to dismiss the suit, collapsing multiple transactions
into one.  By collapsing, Judge Gross said that a so-called safe
harbor in federal bankruptcy law didn't apply to protect Target.
Target isn't a party to the settlement agreement, although it
receives and grants releases.  Judge Gross' opinion said the LBO
had "devastating" effects on Mervyn's creditors, "including the
stripping of debtor's real estate assets."

The lawsuit is Official Committee of Unsecured Creditors of
Mervyn's Holdings LLC v. SCSF Mervyn's (Offshore) Inc.

                        About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provided a mix of top national brands
and exclusive private labels.  Mervyn's had 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
100 shopping centers, and freestanding sites.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 08-11586) on July 29, 2008.  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.


MF GLOBAL: Parent Not Treated as Broker Liquidation
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MF Global Holdings Ltd., the parent of the
liquidating commodity broker, for the time being at least will not
itself be treated like a commodity broker, as the result of an
Oct. 5 ruling by a U.S. district judge in Manhattan.  The issue of
whether customers will have first dibs to the parent's assets
wasn't decided.

According to the report, MF Global Holdings and the commodity
brokerage subsidiary MF Global Inc. began separate bankruptcies in
October.  The parent went into Chapter 11 while the broker was put
in liquidation under the Securities Investor Protection act, each
with a separate trustee.  Commodities customer Sapere Wealth
Management LLC filed papers in bankruptcy court, asking the judge
to treat the parent company as a commodity broker under provisions
of the Bankruptcy Code governing brokerage liquidations.  Sapere,
saying it has a claim for more than $90 million, reasoned that
customer claims would come ahead of everyone else if the parent
were treated as a broker.  In February, the bankruptcy judge
denied the request, first saying that brokerage provisions in
bankruptcy law only apply if the company were in a Chapter 7
liquidation.  Since the MF Global parent is in Chapter 11, the
brokerage provisions couldn't apply, the judge said.

The report relates that the bankruptcy judge next treated Sapere's
motion as a request for conversion of the parent's bankruptcy to a
Chapter 7 liquidation.  The judge denied that request as well.

According to Bloomberg, Sapere, based in Matthews, North Carolina,
appealed.  It lost in a 10-page opinion handed down on Oct. 5 by
U.S. District Judge Jesse M. Furman, who never reached the
question of whether the brokerage provisions of bankruptcy law
should be applied to the MF Global parent.  Judge Furman said that
Sapere's appeal was premature because the decision from the
bankruptcy court wasn't a "final order."  Judge Furman said the
opinion was an "interlocutory order" that Sapere wasn't entitled
to appeal.

The Bloomberg report discloses that the ruling in bankruptcy court
wasn't final, Judge Furman said, because the bankruptcy judge
specifically said he wasn't yet deciding how the parent's assets
should be distributed.  The court left open the question of
whether the parent's bankrupt estate should be distributed under
brokerage liquidation rules.

The appeal is Sapere Wealth Management LLC v. Statutory Committee
of MF Global Holdings Ltd. (In re MF Global Holdings Ltd.,
12 3757, 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.


MOTHER EARTH'S ALTERNATIVE: Court Dismisses Chapter 11 Case
-----------------------------------------------------------
Stephanie Gleason, writing for Dow Jones Newswires, reports that
Bankruptcy Judge Laura Taylor on Oct. 4 dismissed the Chapter 11
case of San Diego medical-marijuana dispensary Mother Earth
Alternative Healing Cooperative.  Judge Laura Taylor said in court
papers, "Cause for dismissal exists where the only bankruptcy
purpose is to attempt to preserve a lease and to otherwise support
a business that is engaged in activity that is prohibited, indeed
criminal, under federal law."

"The proceeds of the business, as a result, are subject to
forfeiture -- thus payments made during the case are illusory,"
the judge said.  "Confirmation and consummation of a plan, thus,
are impossible. . . .  Liquidation in a chapter 7 is impossible;
the Court will not require a chapter 7 trustee to engage in
illegal activity."

Dow Jones notes the dispensary had requested that the case be
dismissed, saying it would be unable to propose or fund a plan of
reorganization after the shutdown.  The U.S. trustee supported the
dismissal, saying only that Mother Earth should be required to pay
the trustee fees, which Judge Taylor confirmed.

According to Dow Jones, Mother Earth owner Bob Riedel confirmed
Thursday said, "We intend to reopen."  He said he will continue to
fight for the people who don't have access to medical marijuana as
a result of Mother Earth's closure.

Mother Earth is a medical-marijuana dispensary, licensed by the
state of California and San Diego County, but it's seen as illegal
by the federal government, according to a July report by Dow
Jones.

Mother Earth's Alternative Healing Cooperative, Inc., filed for
Chapter 11 (Bankr. S.D. Calif. Case No. 12-10223) on July 25,
2012, listing under $1 million in assets and debts.  A copy of the
petition is available at http://bankrupt.com/misc/casb12-10223.pdf
David L. Speckman, Esq., at represented the Debtor as counsel.


MT. VERNON PROPERTIES: Oct. 31 Hearing on Case Dismissal Bid
------------------------------------------------------------
Mt. Vernon Properties, LLC, is asking the Bankruptcy Court to
dismiss its Chapter 11 case.

The Debtor's assets consisted primarily of its real properties.
Any other assets listed on the Debtor's schedules of assets and
liabilities have since been liquidated and/or disbursed to pay the
Lenders and expenses of the Chapter 11 case.  The Debtor's
properties have been sold and the Debtor has no assets with which
to formulate and confirm a plan.

The Debtor also noted that, because it is the party seeking
dismissal of the voluntary case -- as opposed to a creditor
seeking dismissal or conversion -- its request for dismissal
rather than conversion should be given some deference.

The Debtor has requested that the dismissal order provide that the
provisions and effectiveness of the sale orders entered in the
case will survive dismissal.

A continued hearing on the proposed case dismissal is scheduled
for Oct. 31, 2012, at 11:00 a.m.

                      U.S. Trustee's Objection

The U.S. Trustee, which has also sought dismissal of the case,
said it does not oppose the Debtor's move.  The U.S. Trustee,
however, expressed concerned with certain provisions in the
proposed order.  The U.S. Trustee wants the Court retain
jurisdiction over the Debtor's case.

                    About Mt. Vernon Properties

Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the
owner of many parcels of real property located in Baltimore City
that the Debtor operates as multi-family rental properties.  The
Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-24801) on July 18, 2011.  Judge David E. Rice presides over the
case.  Aryeh E. Stein, Esq. -- astein@meridianlawfirm.com --
at Meridian Law, LLC, in Baltimore, serves as bankruptcy counsel.
The Debtor disclosed $10,237,448 in assets and $15,064,059 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Ronald Persaud, managing member of Mt. Vernon Properties II
LLC, the Debtor's sole member.


NASSAU BROADCASTING: Seeks 8-Week Extension to File Plan
--------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that Nassau
Broadcasting Corp. is seeking an eight-week extension to file a
creditor-repayment plan as it awaits regulatory approval to sell
its radio stations.

                     About Nassau Broadcasting

Nassau Broadcasting Partners LP is a radio-station owner and
operator.  Three secured lenders -- affiliates of Goldman Sachs
Group Inc., Fortress Investment Group LLC and P.E. Capital LLC --
filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del.
Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting
Partners LP, the owner of 45 radio stations in the northeastern
U.S.  The lender group said in court papers that they are owed
$83.8 million secured by all of Nassau's property.  Involuntary
petitions were also filed against three affiliates of Nassau,
which is based in Princeton, New Jersey.  The lenders said the
stations aren't worth enough to pay them in full.

Nassau Broadcasting in October won a Delaware bankruptcy court's
blessing to convert its involuntary Chapter 7 bankruptcy --
pressed by creditors including Goldman Sachs Lending Partners LLC
-- to a proceeding on its own terms in Chapter 11.


NEWPAGE CORP: Senior Lenders to Recover 56.6% Under Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NewPage Corp. filed a revised reorganization plan
along with an explanatory disclosure statement telling first-lien
creditors they will have a 56.6% recovery by receiving all of the
new stock in the paper maker in exchange for debt.

According to the report, the plan, filed after business hours on
Oct. 5, was the product of a settlement cobbled together by a
bankruptcy judge serving as mediator.  The settlement was
disclosed Oct. 1.  There will be an Oct. 31 hearing to approve the
disclosure statement.  Second-lien noteholders and some unsecured
creditors will split $30 million in cash and the first $50 million
collected by a litigation trust.  The disclosure statement tells
holders of $1.06 billion in second-lien debt that their recovery
amounts to 6%.

The report relates that depending on which election some creditors
make, the recovery by holders of $29.3 million in unsecured claims
is 5.3%, according to the disclosure statement.  Trade suppliers
who agree to provide credit in the future will receive 15% on
their claims over two years.  For holders of $207.8 million in
senior subordinated debt, the predicted recovery is 0.2%,
according to the disclosure statement.  After the initial $50
million from the trust, additional distributions will be shared by
the first- and second-lien noteholders and some unsecured
creditors.  NewPage will fund the litigation trust with $40
million in cash and specified lawsuit recoveries.  NewPage will
also loan the trust $5 million for administrative expenses.  The
official creditors' committee supports the newly negotiated plan.

The report notes that NewPage filed a Chapter 11 plan in August
that dissatisfied both secured and unsecured creditors.  The
company said unsecured creditors were "hopelessly out of the
money," with no theory that would bring them a dividend under a
Chapter 11 plan.  The settlement compromised allegations by the
official creditor's committee that that the lenders financed an
acquisition in 2007 and a refinancing two years later that
included fraudulent transfers.

The Bloomberg report discloses that NewPage, 80%-owned by Cerberus
Capital Management LP, disclosed assets of $3.4 billion and debt
totaling $4.2 billion in the Chapter 11 reorganization begun in
September 2011.  Liabilities included $232 million on a revolving
credit, plus $1.77 billion on 11.375% senior secured first-lien
notes.  Second-lien obligations include $802 million in 10%
secured notes and $225 million in floating-rate notes.  In
addition to $200 million in 12% senior unsecured notes, $498
million is owing on two issues of floating-rate pay-in-kind notes.

                        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.


NORTHSTAR AEROSPACE: Court Approves Bid to Reject CBA
-----------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Northstar Aerospace's motion to reject collective bargaining
agreements with Communication Workers of America, Local Union No.
14430.

                     About Northstar Aerospace

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

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

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

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

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


OCALA FUNDING: Taylor Bean Unit Sues to Recover Fraudulent Payment
------------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Ocala Funding LLC is suing to recover nearly $22.5 million
that was looted from its coffers as part of the fraud that took
down its parent, mortgage lender Taylor, Bean & Whitaker Mortgage
Corp.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean & Whitaker to
purchase loans originated by TBW and selling the loans to third
parties, Freddie Mac.  In furtherance of this structure Ocala
raised money from noteholders Deutsche Bank AG and BNP Paribas
Mortgage Corp. and other financial institutions, as secured
lenders through sales of asset-backed commercial paper.
The Debtor disclosed $1,747,749,787 in assets and $2,650,569,181
in liabilities as of the Chapter 11 filing.

TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla.
Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by
Taylor Bean's former CEO Lee Farkas and other employees.  Mr.
Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

In its Chapter 11 Petition, Ocala estimated more than $1 billion
in assets and debts.  Ocala holds 252 mortgage loans with an
unpaid balance of $42.3 million as of May 31, 2012.  The Debtor
also holds five "real estate owned" properties resulting from
foreclosures.  The Debtor also holds $22.4 million in proceeds of
mortgage loans previously owned by it that are on deposit in an
account in the Debtor's name at Regions Bank.  It also has an
interest in $75 million in cash, consisting of proceeds of
mortgage loans previously owned by the Debtor, that are in an
account maintained by Bank of America, N.A. as prepetition
indenture trustee for the benefit of the Noteholders.  The Debtor
also holds a claim in the current amount of $1.6 billion against
the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over the case.  Proskauer Rose LLP
and Stichter, Riedel, Blain & Prosser, serve as the Debtor's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OCWEN FIN'L: Fitch Puts 'B+' IDR on Watch Negative Over HRH Deal
----------------------------------------------------------------
Fitch Ratings placed Ocwen Financial Corporation's 'B+' long-term
Issuer Default Rating on Rating Watch Negative, following the
company's announcement on Oct. 3, 2012 that it has entered into an
agreement with private equity firm WL Ross & Co. LLC to acquire
Homeward Residential Holdings, Inc. and its various mortgage loan
servicing and origination operating subsidiaries.  At the same
time, Fitch has affirmed Ocwen's short-term IDR at 'B'.

Homeward's acquisition is subject to regulatory approval and
anticipated to close by year-end 2012.  Currently, Homeward
services approximately 422,000 mortgage loans with an aggregate
unpaid principal balance of over $77 billion, which would bring
Ocwen's combined mortgage servicing portfolio to 1.2 million
mortgage loans with an unpaid principal balance of approximately
$209 billion based on Ocwen's June 30, 2012 data.  Homeward's loan
origination business includes correspondent and retail lending and
is focused on conforming, Agency mortgages.

The transaction is expected to be funded by approximately $588
million in cash and $162 million in Ocwen convertible stock.  The
cash portion of the acquisition is expected to be funded through
existing balance sheet cash on hand and operating cash flows, as
well as proceeds from the sale of a portion of its servicing
assets.  While Fitch does not anticipate Ocwen to undertake
incremental debt to finance the acquisition, overall leverage is
expected to increase on a pro forma basis, as the company assumes
approximately $2.3 billion of Homeward's existing servicing
advances.

While Fitch views the acquisition as strategically complementary
to Ocwen's current business model, there remain near-term
integration and execution risks, which could result in potential
service disruptions, which may ultimately impact cash flow
generation.  Fitch remains concerned regarding the potential
leverage implications and integration risks associated with
Ocwen's ongoing growth through large, opportunistic portfolio
acquisitions.  In addition, heightened regulatory scrutiny for the
overall sector continues to weigh on the company's operational
risk profile.

RATING DRIVERS AND SENSITIVITIES

Resolution of the Rating Watch Negative will be evaluated in the
context of the success of the integration of Homeward, the extent
to which Ocwen is able to stabilize leverage, and any other
acquisitions that Ocwen pursues over the short- to intermediate
term.  The ratings could be downgraded due to a material
deterioration in revenue and cash flow generation resulting from
potential integration risks and service disruptions.  Should Ocwen
pursue future acquisitions that would require a substantial cash
outlay or a need for incremental debt that results in an increase
in balance sheet leverage beyond Fitch's expectations for the
current rating level, this could also yield negative rating
actions.  Fitch expects a potential downgrade would be limited to
two notches from Ocwen's current rating level of 'B+'.

Conversely, the rating could be affirmed in the event that Ocwen
is able to maintain sufficient liquidity and funding flexibility
over an extended period of time, including a reduction of balance
sheet leverage to pre-acquisition levels.  Positive improvement in
operating performance, including incremental EBITDA and cash flow
generation through measured growth, also may lead to a ratings
affirmation.

Fitch has taken the following rating actions:

Ocwen Financial Corporation

  -- Long-term IDR of 'B+', placed on Rating Watch Negative;
  -- Short-term IDR affirmed at 'B'.


ODYSSEY DIVERSIFIED: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Odyssey Diversified VI, LLC, filed with the Bankruptcy Court for
the Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                      None
  B. Personal Property                  $549
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $20,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,884,004
                                 -----------      -----------
        TOTAL                           $549      $24,884,004

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


PACIFIC GOLD: Issues 813.3 Million Common Shares to Executives
--------------------------------------------------------------
Pacific Gold Corp. issued an aggregate of 813,339,192 shares of
its common stock, including 590,046,248 shares to its executive
officers and 144,000,000 shares to an affiliated entity of one of
its executive officers, as follows:

  1. 256,871,160 shares to Robert Landau, the Company's Chief
     Executive Officer, in exchange for $321,088 of past due
     salary;

  2. 221,808,760 shares to Mitchel Geisler, the Company's Chief
     Operating Officer, in exchange for $277,260 of past due
     salary;

  3. 31,272,464 shares to Mr. Geisler for payment of $39,090 in
     unreimbursed expenses;

  4. 4,892,944 shares to a lender for repayment of $6,116 in
     outstanding debt;

  5. 40,800,000 shares to an investor for a $51,000 investment of
     new equity;

  6. 144,000,000 shares to Jabi Inc., an entity affiliated with
     Mr. Landau, upon conversion of $180,000 in principal and
     interest due under an outstanding convertible note;

  7. 13,600,000 shares to a lender upon conversion of $17,000 in
     principal due under an outstanding convertible note;

  8. 80,093,864 shares to Mr. Landau for payment of $100,117 in
     unreimbursed expenses related to the Company's Nevada Rae
     Gold, Inc. subsidiary; and

  9. 20,000,000 shares to a lender for repayment of $25,000 in
     outstanding debt owed by the Company's Pilot Mountain
     Resources subsidiary.

These securities were issued in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of
1933, as amended.

                        About Pacific Gold

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

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

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

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


PATRIOT COAL: Caterpillar Objects to Bid to Move Ch. 11 Case
------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Patriot Coal Corp.
creditor Caterpillar Inc. filed an objection Friday to several
requests to move the debtor's Chapter 11 case out of New York,
saying doing so would not be in the interests of justice and would
unfairly favor Patriot's union.

The company and affiliates Caterpillar Financial Services Corp.
and Caterpillar Global Mining LLC, which refer to themselves
collectively as the CAT creditors, filed the post-hearing
opposition to motions by the United Mine Workers of America and a
group of sureties to transfer the case, according to Bankruptcy
Law360.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Objects to Automatic Stay Motion
----------------------------------------------
BankruptcyData.com reports that Patriot Coal filed with the U.S.
Bankruptcy Court an objection to the motion filed by Patricia
Willits, William G. Parrott Jr. and Don Petrie (Trustee for the
PPW Royalty Trust) for relief from the automatic stay.

The Debtors assert, "The Motion has no legal basis and should be
denied. As an initial matter, the Movants do not even have
standing to modify the automatic stay because they are not
creditors of the Debtors (precisely because it is now res judicata
that the Movants have no claims against the Debtors). In addition,
even putting aside their lack of standing, the Movants do not come
close to establishing 'cause' to lift the automatic stay."

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PEAK 10: Moody's Assigns 'B3' Corp. Family Rating
-------------------------------------------------
Moody's Investors Service has assigned a first-time B3 Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) to
Peak 10, Inc. Moody's has also assigned B2 (LGD3-34%) ratings to
the company's proposed $330 million senior secured credit
facilities which consist of a $300 million senior secured term
loan due 2019 and $30 million senior secured revolver due 2018.
The proceeds from the new senior secured facilities along with
cash on hand will be used to fund a $215 million dividend to the
company's equity sponsor and repay existing senior debt. The
outlook is stable.

Issuer: Peak 10, Inc.

     Corporate Family Rating, Assigned B3

     Probability of Default Rating, Assigned B3

     US$300M Senior Secured Bank Credit Facility, Assigned B2
     (LGD3, 34%)

     US$30M Senior Secured Bank Credit Facility, Assigned B2
     (LGD3, 34%)

     Outlook, Stable

Ratings Rationale

Peak 10's B3 corporate family rating reflects its small scale,
high leverage and aggressive financial policy. The rating also
reflects the company's high capital intensity and Moody's concerns
about the risk of price competition developing within the
industry. The aggressive, debt-financed dividend will result in
very high leverage and low interest coverage metrics, positioning
Peak 10 weakly within the B3 rating. These limiting factors are
partially offset by Peak 10's stable base of contracted recurring
revenues, its position in smaller markets with less intense
competitive dynamics and the strong market demand for colocation
services.

The data center industry continues to attract investment due to
its growth profile and inherent operating leverage. Operators such
as Peak 10 currently hold a first-mover advantage and are
positioned to grow and capture market demand. But, Moody's
believes that the data center industry is vulnerable to
cyclicality. In such a cycle, strong demand and low interest rates
trigger rapid investment in new supply which, due to long
construction intervals and imprecise demand forecasts, can exceed
actual demand and cause rental prices to fall. In this context,
the current state of strong demand and limited supply could
represent a peak in the cycle.

The proposed $330 million senior secured credit facilities are
rated B2 (LGD3 -34%), one notch higher than the CFR given the
support provided by the company's unrated $135 million mezzanine
debt.

Moody's expects Peak 10 to have adequate liquidity over the next
twelve months, with approximately $10 million in cash or
equivalents and an undrawn $30 million revolving credit facility
at the transaction's close. Moody's projects that Peak 10's cash
from operations and revolver should be sufficient to meet its cash
obligations over the next 12-18 months.

The stable outlook reflects Moody's view that Peak 10 will
continue to produce strong revenue and EBITDA growth that will
allow the company to delever following this transaction.

Downward rating pressure could develop if liquidity becomes
strained or adjusted leverage remains above 7x for more than 12
months, which may result from business deterioration or future
debt-funded acquisitions or dividends. While unlikely, Moody's
could consider a ratings upgrade if the company generated free
cash flow equal to at least 5% of debt and leverage were to trend
towards 4x (both on a Moody's adjusted basis).

The principal methodology used in rating Peak 10 Parent
Corporation was the Global Communications Infrastructure Industry
Methodology published in June 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Charlotte, NC, Peak 10, Inc. is a provider of
network-neutral data center, cloud and managed services. The
company currently operates 23 data centers in 10 markets across
the United States.


PENNFIELD CORPORATION: Case Summary & Creditors List
------------------------------------------------------
Debtor: Pennfield Corporation
        2260 Erin Court
        Lancaster, PA 17601

Bankruptcy Case No.: 12-19430

Chapter 11 Petition Date: October 3, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Aris J. Karalis, Esq.
                  MASCHMEYER KARALIS P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: (215) 546-4500
                  E-mail: akaralis@cmklaw.com

                         - and ?

                  Robert W. Seitzer, Esq.
                  MASCHMEYER KARALIS P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: (215) 546-4500
                  E-mail: rseitzer@cmklaw.com

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

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

The petition was signed by Arnold Sumner, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bryn Mawr Trust Company            --                   $7,698,000
1 West Chocolate Avenue, Suite 200
Hershey, PA 17033

Bunge North America (East) Inc.    --                   $1,231,000
P.O. Box 28500
11720 Borman Drive
St. Louis, MO 63146-1000

Risser Grain Inc.                  --                     $978,000
1196 Holtwood Road
Holtwood, PA 17532

Hostetter Grains Incorporated      --                     $947,000
481 Limestone Road
Oxford, PA 19363

Agricultural Prod. Extension LLC   --                     $798,000
40 Main Street
Hamburg, NY 14075

Agricultural Commodities, Inc.     ?-                     $563,000
1585 Granite Station Road
Gettysburg, PA 17325

Shady Brae Farms Inc.              ?-                     $490,000
29 Engle Road
Marietta, PA 17547

Keystone Commodities Company       --                     $320,000
1041 Spoon Avenue
Landisville, PA 17538

Interstate Commodities, Inc.       --                     $273,000
P.O. Box 607
Troy, NY 12181

Keystone Ingredients/Div Old Mill  --                     $187,000
Troy, Inc.

Kirby Agri Inc.                    --                     $126,000

Land O'Lakes Animal Milk Products  --                     $113,000
Co.

Reconserve of Maryland             --                     $110,000

Quality Liquid Feeds, Inc.         --                     $109,000

JBS (Smithfield)                   --                      $93,000

Charles Sunday                     --                      $79,000

J L Moyer & Sons, Inc.             --                      $76,000

M & T Trucking, Inc.               --                      $71,000

American Farm Products             --                      $71,000

Pleasantview Farms, Inc.           --                      $69,000


PEREGRINE FINANCIAL: Vision Financial Buys Bulk Transfer
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that customers of Peregrine Financial Group Inc., the
bankrupt commodity broker, will receive their first interim
distribution by having their accounts and cash transferred in bulk
to Vision Financial Markets LLC.  With offices in Chicago,
Connecticut, California and New York, Vision is paying the
Peregrine trustee $325,000 for receiving the accounts and hoping
customers won't move their accounts to other brokers.

According to the report, the bankruptcy judge in Chicago formally
approved the distributions and account transfers on Oct. 5.  The
first distribution of $123 million to futures customers is being
made from the $181 million in customer property trustee Ira
Bodenstein has collected.  The interim distribution will be 30%,
or $111.75 million in cash, for so-called 4d customers with
commodity futures and options accounts.  The first distribution
will be 40%, or $11.25 million cash, for so-called 30.7 customers
with accounts for trading futures or options on foreign exchanges.

The report relates that Vision will receive all of the customers'
14,600 accounts, including so-called open positions.  Mr.
Bodenstein separately will transfer "specifically identifiable
customer property" and customers' Treasury securities.  The
distribution is being made under commodity brokerage provisions in
the Bankruptcy Code because Peregrine isn't covered by the
Securities Investors Protection Act and its customers therefore
aren't entitled to payments from the SIPC fund.  Mr. Bodenstein is
holding back $58 million pending resolutions of customer's claims
and determinations of whether there were any "inappropriate
historical cash movements."

                     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.


PINNACLE AIRLINES: Unions Balk at Bid to Void Labor Contracts
-------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that Pinnacle Airlines Corp.'s thousands of pilots and flight
attendants are objecting to the airline's bid to scrap their
contracts, a move the regional carrier says is necessary to exit
bankruptcy protection.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PINNACLE AIRLINES: T. Schmidt Succeeds A. McDuffie as PAO
---------------------------------------------------------
Pinnacle Airlines Corp. on March 29, 2012, Anthony D. McDuffie was
appointed as the principal accounting officer of the Company.  On
Sept. 28, 2012, Mr. McDuffie resigned as the Company's Vice
President, Finance and Controller, as well as the Company's
principal accounting officer.

Thomas M. Schmidt was appointed as the principal accounting
officer of the Company on Oct. 1, 2012.  Mr. Schmidt, 60, has been
Vice President, Operations Finance of the Company since March
2011.  From October 2005 through February 2011, Mr. Schmidt was
the Vice President, Finance of Mesaba Aviation, Inc., a subsidiary
of the Company.

Mr. Schmidt is an at-will employee and does not have an employment
agreement with the Company.  Mr. Schmidt continues to be eligible
to participate in the health, dental, disability, life insurance
and 401(k) plans that the Company makes available to all
employees.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PITTSBURGH CORNING: Plan Confirmation Hearing Today in Pittsburgh
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pittsburgh Corning Corp., a joint venture between
Corning Inc. and PPG Industries Inc., may succeed after almost
13 years in persuading a bankruptcy judge to approve a
reorganization plan.

According to the report, there will be a confirmation hearing
today, Oct. 10, in Pittsburgh where U.S. Bankruptcy Judge Judith
K. Fitzgerald will consider approving the plan.  The company says
Judge Fitzgerald already rejected objections lodged by creditors
Garlock Sealing Technologies LLC, a company trying to eliminate
its own asbestos claims in Chapter 11, and by two insurance
companies, Mt. McKinley Insurance Co. and Everest Reinsurance Co.
The plan coming to court tomorrow was filed in April as the result
of Judge Fitzgerald's ruling in June 2011 when, for a second time,
she refused to confirm a reorganization plan designed to shed PCC,
Corning, and PPG of liability for asbestos claims arising from
PCC's business.  She refused to approve a prior version of the
plan in 2006.

The report relates that last year, Judge Fitzgerald rebuffed the
plan because it would have barred claims that were independent of
PCC's business.  She said the plan didn't comply with the so-
called insurance neutrality test because it was ambiguous and
might be interpreted to alter insurance company's rights to resist
payment of asbestos claims.  Judge Fitzgerald said during a
hearing in June that the two insurance companies' objections
weren't well taken, according to the company.  The company also
argues that Judge Fitzgerald already ruled that Garlock doesn't
have the right to object to the plan.

The Bloomberg report discloses that although rejected by the
judge, last year's plan was accepted by 99% of asbestos claimants.
When confirmed, the plan will allow both Corning and PPG to shed
some liabilities by channeling asbestos claims into a trust to be
funded with insurance proceeds.  The new plan, like predecessors,
is supported by the asbestos claimants' committee and the
representative of future claimants.  It deals with 140,000 claims
arising from an asbestos pipe insulation not manufactured after
1972.

                      About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte & Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning
Corp., a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.  According to the
report, a hearing to consider the new plan is scheduled for
June 21.


RADAR PICTURES: Former Associates to Face Suit Over Takeover
------------------------------------------------------------
Zach Winnick at Bankruptcy Law360 reports that Los Angeles
Superior Court Judge Ernest M. Hiroshige held Thursday that former
associates of movie mogul Frederick "Ted" Field will have to face
in court allegations that they hatched an elaborate scheme to take
over his Radar Pictures Inc., the production company behind "The
Last Samurai," and force it into bankruptcy.

Bankruptcy Law360 relates that Judge Hiroshige denied motions to
compel arbitration filed by five former Field associates and two
of their companies, Four K Entertainment LLC and Convergence Media
LLC.

Based in Los Angeles, California, Radar Pictures Inc. produces,
finances, and acquires feature-length motion pictures.  Radar
Pictures, Inc., filed Chapter 11 petition (Bankr. C.D. Calif. Case
No. 11-56008) on Nov. 4, 2011.  Judge Sheri Bluebond presides over
the case.  John Joseph Gezelin, Esq., at Alan R. Smith Law
Offices, represent the Debtor.  Radar Pictures estimated $100,001
to $500,000 in assets and $1,000,001 to $10,000,000 in debts.


RADIOSHACK CORP: Board OKs Salary Hike for CFO, CEO to $750,000
---------------------------------------------------------------
The Board of Directors of RadioShack Corporation an increase of
Dorvin Lively's annual salary from $625,000 to $750,000.
Mr. Lively serves as the Company's Chief Financial Officer and
Acting Chief Executive Officer.

If Mr. Lively is employed by the Company on Oct. 1, 2013, Mr.
Lively will be entitled to receive a one-time cash retention bonus
of $750,000, subject to any required withholding taxes.  That
payment will be made on or before Oct. 31, 2013.  In addition, the
Company will grant Mr. Lively $750,000 in value of restricted
shares.  One-third of the Equity Retention Bonus will vest on each
of Oct. 1, 2013, Oct. 1, 2014, and Oct. 1, 2015, subject to Mr.
Lively being employed by the Company on each such vesting date.

If Mr. Lively is terminated without cause prior to Oct. 1, 2013,
Mr. Lively will be entitled to the following: (x) a one-time cash
payment equal to $750,000, subject to any required withholding
taxes, to be paid within 30 days of the date of that termination;
and (y) the vesting of any of the Equity Retention Bonus not
vested at the time of that termination.

The Management Development and Compensation Committee of the Board
also changed the base salaries of Ms. Sharon Stufflebeme, Senior
Vice President - Chief Information Officer, and Mr. Gene Dinkens,
Senior Vice President - Store Operations, to $425,000 and Mr.
Telvin Jeffries, Executive Vice President - Chief Human Resources
Officer and General Manager of Retail Services, to $500,000,
effective Sept. 26, 2012.

                         About Radioshack

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012, were roughly $4.4 billion.

Radioshack's balance sheet at June 30, 2012, showed $2.08 billion
in total assets, $1.38 billion in total liabilities, and
$704.6 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Aug. 1, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'B-' from
'B+'.  "The downgrade of RadioShack reflects our view that it will
be very difficult for the company to improve its gross margin in
the second half of the year," said Standard & Poor's credit
analyst Jayne Ross, "given the highly promotional nature of year-
end holiday retailing in the wireless and consumer electronic
categories.  It is our belief that all segments of the company's
business will remain under margin pressure for 2012 and into
2013."

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.


RADIOSHACK CORP: Significant Decline Cues Fitch to Junk Ratings
---------------------------------------------------------------
Fitch Ratings has taken the following rating actions on RadioShack
Corporation:

  -- Long-term Issuer Default Rating (IDR) affirmed at 'CCC';
  -- $450 million senior secured revolving credit facility
     affirmed at 'B/RR1';
  -- $50 million senior secured term loan assigned 'B/RR1';
  -- $100 million senior secured term loan facility assigned
     'B-/RR2';
  -- Senior unsecured notes downgraded to 'CC/RR6' from
     'CCC-/RR5'.

The ratings reflect the significant decline in RadioShack's
profitability, which has become progressively more pronounced over
the past four quarters.  Results have been disappointing, due in
particular to pressure on the company's mobility segment, leading
to a marked deterioration in the company's credit profile.

There is a lack of stability in the business and no apparent
catalyst to stabilize or improve operations.  In addition, sharp
declines in cash flow, together with the expected repayment of the
$375 million of convertible notes maturing in August 2013, is
expected to materially reduce the company's financial flexibility.

RadioShack's comparable store sales were flat in the second
quarter ended June 30, 2012, and have been negative in four of the
past five quarters due to mixed results in the mobility segment
(51% of 2011 sales), sharp declines in the consumer electronics
segment (19% of sales), and flattish sales in the signature
segment (29% of sales).

Weakness in sales have coincided with significant margin
compression, with the gross margin off by over 800 basis points in
the second quarter versus the second quarter of 2011 (2Q'11), due
primarily to pressure within the mobility segment.  EBITDA for
2Q'12 was negative $0.1 million (assuming stock based comp of $1.8
million) versus $83 million in 2Q'11.  In the 12 months ended June
30, 2012, EBITDA fell to $145 million from $284 million in 2011
and $473 million in 2010.

This caused lease adjusted debt/EBITDAR to increase to 6.8 times
(x) at June 30, 2012, from with 5.1x at end-2011. Fitch now
expects leverage will trend above 7x over the next two years as
EBITDA will likely erode further, potentially to the $60 million-
$80 million range for 2012.

RadioShack's mobility segment generated 3.3% growth in the second
quarter, while margins declined sharply due to the growth of smart
phone sales (iPhones in particular).  The mobility segment is a
lower-margin business operating in a competitive space, and
consumer awareness of RadioShack's mobile phone offerings is low,
as the bulk of industry-wide wireless transactions are completed
at the carrier's stores. The longer-term prospects for this
segment are uncertain.

The signature business (29% of 2011 sales), which includes sales
of accessories, power and technical products sales, generates
healthy margins but had flat sales in the second quarter following
a 4% sales decline in 2011.  The consumer electronics (19% of 2011
sales) segment experienced a 26.5% sales decline in the second
quarter and a 19% sales decline in 2011, reflecting the
competitive nature of that business as sales shift to the online
channel.  Overall, Fitch expects that the company will need to
continue to be promotional given the challenging economy, price-
sensitive consumer and largely commoditized consumer electronics
space.

RadioShack currently has adequate liquidity, with $517 million in
cash (excluding restricted cash) and $393 million available on its
secured credit facility as of June 30, 2012.  RadioShack has
suspended its dividend (annual rate of $50 million) to preserve
liquidity.  In addition, while the company has sufficient cash on
hand to repay its nearest debt maturity, the $375 million of 2.5%
convertible notes due August 2013, doing so is expected to
materially reduce its financial flexibility.  The $150 million in
new notes will be used to refinance up to 40% of the convertibles
and Fitch expects the remainder to be mainly paid down with cash.

The ratings on the various securities reflect Fitch's recovery
analysis which is based on a liquidation value of RadioShack in a
distressed scenario of around $600 million.  Applying this value
across the capital structure results in an outstanding recovery
prospect (91%-100%) for the asset-based facility which includes
both the revolver and the new $50 million term loan (which has a
last-out provision) tranche and are therefore rated 'B/RR1'.  The
ABL facility is collateralized by a first lien on receivables,
inventory and select real estate.

The $100 million term loan facility has a first lien on (i)
intellectual property, (ii) furniture, fixtures, machinery &
equipment; and, (iii) all other owned real estate (which is very
minimal).  The term loan facility also has a second lien on the
collateral securing the ABL facility.  Fitch anticipates that
recovery to the term loan facility will primarily depend on its
second lien collateral as it does not attribute material value to
its first lien collateral.  As the $100 million term loan facility
is essentially 'third' in line on the inventory and receivables
collateral, Fitch rates this one notch lower than the ABL facility
at 'B-/RR2', indicating recovery of 70%-90%.

Fitch estimates very little remaining proceeds to unsecured
creditors and has downgraded the rating unsecured senior notes and
convertible notes to 'CC/RR6' from 'CCC/RR5'.  These notes have
poor recovery prospects given default (0%-10%).

WHAT COULD TRIGGER A RATING ACTION?

Positive: Stabilization in the business leading to a sustainable
recovery in operating trends and financial flexibility could lead
to an upgrade.  This is not expected in the near to intermediate
term.

Negative: Continued deterioration in EBITDA that further
constrains cash flow and liquidity and impedes the company's day
to day operations would lead to a downgrade.


RAHA LAKES: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Raha Lakes Enterprises, LLC
        11601 Wilshire Bouevard, Suite 2160
        Los Angeles, CA 90025
        Tel: (310) 432-2310

Bankruptcy Case No.: 12-43422

Chapter 11 Petition Date: October 3, 2012

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

Judge: Ernest M. Robles

Debtor's Counsel: Michael S. Kogan, Esq.
                  KOGAN LAW FIRM APC
                  1901 Avenue of the Stars, Suite 1050
                  Los Angeles, CA 90067
                  Tel: (310) 432-2310
                  E-mail: mkogan@koganlawfirm.com

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

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

The petition was signed by Kayhan Shakib, managing member.

Debtor's List of Its 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Kamran Shakib                      Trade                  $250,000
10450 Wilshire Boulevard, #5G
Los Angeles, CA 90024

Los Angeles County Tax Collector   Property Tax            $98,271
225 North Hill Street
Los Angeles, CA 90012

Reed Smith LLP                     Trade                    $5,000
Department 33489
P.O. Box 39000
San Francisco, CA 94139

Marc Bral                          Trade                    $2,500

Tim Afrasiabi                      Trade                    $2,478

Abtin Missahi                      Trade                    $2,300

Caspian Insurance Services         Trade                    $2,000

Yervand Darabedian                 Trade                    $2,000

Ali Rostampour                     Trade                    $1,500

Shipping Supply Plus, Inc.         Trade                    $1,500

LA Municipal Services (DWP)        Trade                    $1,000

Vicente Escalante                  Trade                      $600

American Waste                     Trade


RAILAMERICA INC: S&P Withdraws 'BB-' CCR on Merger Completion
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit rating on Jacksonville, Fl.-based short-line railroad
RailAmerica Inc.

"The withdrawal follows the successful close of the proposed
merger as previously announced and repayment of RailAmerica's
outstanding debt," said Standard & Poor's credit analyst Anita
Ogbara.

Following close of the transaction, control of RailAmerica will be
placed into a voting trust. The trust will remain in effect until
the U.S. Surface Transportation Board issues its decision on
Genesee & Wyoming's application to control RailAmerica and its
railroads. This decision could be announced as early as the fourth
quarter of 2012 or as late as the first quarter of 2013.


RENEGADE HOLDINGS: Plan Confirmation Hearing Held Tuesday
---------------------------------------------------------
Richard Craver at Winston-Salem Journal reported that Renegade
Holdings Inc., Renegade Tobacco Co. and Alternative Brands Inc.
were to return to the Bankruptcy Court in Greensboro, North
Carolina Tuesday, Oct. 9, for confirmation of their reorganization
plan.

The report said Renegade intends to exit Chapter 11 bankruptcy
protection in early 2013, focusing primarily on filtered cigars,
including international contract sales, and taking its discount
brands national.

According to the report, U.S. District Judge William Stocks has
approved the disclosure statement by Peter Tourtellot, trustee for
the three companies.  Mr. Tourtellot has amended the plan three
times, the latest being submitted last week.

According to the report, the terms of the plan include:

     -- pooling at least $15 million into a liquidation trust;

     -- resolving legal responsibilities, including ousting
        Calvin Phelps as the companies' owner;

     -- paying the companies' financial obligations within four
        years upon their exit;

     -- keeping control of the companies initially to
        Mr. Tourtellot, rather than selling the companies to a
        third party.

     -- creating new equity that Mr. Tourtellot would control
        until the equity is sold to investors or distributed to
        key company managers, or both.

The report said the latest amended plan secured the support of
Bank of the Carolinas Corp.  The exit plan eventually would make
the bank whole for $3.23 million on a term loan and $3 million on
a revolving line of credit.

The report recounted that the bankruptcy administrator in
September objected to the plan.  The U.S. Justice Department and
the National Association of Attorneys General also had filed
objections.  According to the report, Mr. Tourtellot said that of
the nine classes of creditors, five voted to accept the latest
version of the plan, three voted against, and one did not cast a
ballot.

According to the report, the National Association of Attorneys
General prefers an outright sale.  Michael West, the bankruptcy
administrator, said he is concerned about the feasibility of the
plan, particularly certain financial aspects regarding
administrative costs.

According to the report, Mr. Tourtellot said the amended plan
addresses Mr. West's administrative cost concerns and those of the
Justice Department and attorneys general by clarifying the
financial steps to be taken if the companies were to close and
their assets required to be liquidated.

The report noted that the Justice Department's Alcohol and Tobacco
Tax and Trade Bureau said the disclosure statement does not set
aside enough money to handle an excise tax dispute.  Mr. West also
expressed concerns about the federal excise tax issue.

The report said creditors approved Renegade's initial
reorganization plan in June 2010, which also was opposed by the
attorneys general group, which represents 16 states including
North Carolina.

In July 2010, Judge Stocks vacated the plan and put the companies
back into bankruptcy.  He based that decision on hearing a
presentation by the attorneys general about a criminal
investigation in Mississippi involving Phelps and accusations of
"unlawful trafficking in cigarettes and other related crimes."

According to the report, Mr. Tourtellot said Judge Stocks vacated
the first reorganization plan because creditors were not fully
informed of the Mr. Phelps criminal investigation and how it could
affect the companies' finances.  Those details are included in the
second disclosure statement.

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.


RESIDENTIAL CAPITAL: FGIC Demands $193.7 Million to Cure Breaches
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bond insurer Financial Guaranty Insurance Co. claims
it's entitled to be paid $193.7 million before Residential Capital
LLC can sell the loan-servicing business at a hearing in November.

According to the report, FGIC, which says it guaranteed more of
ResCap's securitized mortgages than anyone else, disagrees with
the company's contention that there are no outstanding breaches of
insurance contracts the buyer will acquire along with ResCap's
loan servicing business.  Bankruptcy law requires curing defaults
before the bond insurance contracts can be given to the buyer as
part of the sale.  The largest category of breaches is about $190
million from what FGIC calls "improper addition of loans into the
mortgage loan pool."  New York-based FGIC said it guaranteed about
10% of ResCap's securitizations.

The report notes that at the end of September, ResCap said it will
negotiate with creditors about changes in the plan.  Just before
the announcement, third-lien bondholders withdrew their support
for the so-called prepackaged plan.  The bankruptcy court
scheduled auctions for Oct. 23 where Fortress Investment Group LLC
will make the first bid for the mortgage-servicing business.

The Bloomberg report discloses that Berkshire Hathaway Inc. is to
be the stalking-horse for the remaining portfolio of mortgages.  A
hearing to approve the sales is set for Nov. 5.

The $2.1 billion in third-lien 9.625% secured notes due 2015 last
traded on Oct. 4 for 100.25 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

The $473.4 million of ResCap senior unsecured notes due April 2013
last traded on Oct. 5 for 25.375 cents on the dollar, according to
Trace.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: MBS Insurers Rail Against Portfolio Sales
--------------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
two creditors who insure Residential Capital LLC's mortgage
securities are railing against ResCap's upcoming sale of its loan
portfolios, saying they don't have assurances that a new owner
will pay them what they think they are owed.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESPONSE GENETICS: Regains Compliance With NASDAQ Standards
-----------------------------------------------------------
Response Genetics, Inc., a company focused on the development and
commercialization of molecular diagnostic tests for cancer,
announced today that on Oct. 5, 2012, the Company was notified
that it has regained compliance with the NASDAQ Capital Market and
its minimum market value of listed securities requirement.  The
Company regained compliance with NASDAQ Marketplace Rule 5550(b)
(2) and was notified by NASDAQ that the delisting matter is now
closed.

                      About Response Genetics

Response Genetics, Inc. -- http://responsegenetics.com/-- is
focused on the development and sale of molecular diagnostic tests
for cancer.  RGI's technologies enable extraction and analysis of
genetic information from genes derived from tumor samples stored
as formalin-fixed and paraffin-embedded specimens.  In addition to
diagnostic testing services, RGI also generates revenue from the
sales of its proprietary analytical pharmacogenomic testing
services of clinical trial specimens to the pharmaceutical
industry.  The Company's headquarters is located in Los Angeles,
California.


RITZ CAMERA: Wants Until January to File Liquidating Plan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ritz Camera & Image LLC, once the operator of 265
camera stores and an Internet business, needs more time to file a
Chapter 11 plan, although the assets are almost all sold.  Unable
to find a buyer to acquire the remaining camera stores as a going
concern, liquidators were hired to run going out-of-business sales
through the end of October.  Last month, Ritz sold the right to
use the name Boater's World and related trademarks and Internet
names for $140,000.  If approved by the Delaware bankruptcy judge
at an Oct. 22 hearing, the plan-filing deadline will be pushed out
by 90 days to Jan. 21.

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sold digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  When it filed for bankruptcy,
Ritz Camera intended to shut 128 locations and cut its staff in
half.  Included in the closing are 10 locations in Maryland and 4
in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


SANTEON GROUP: Incurs $75,000 Net Loss in First Quarter
-------------------------------------------------------
Santeon Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $75,297 on $774,550 of revenue for the three months ended
March 31, 2012, compared with a net loss of $122,640 on $510,054
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $934,974 in
total assets, $1.16 million in total liabilities and a $228,477
total stockholders' deficit.

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

                        http://is.gd/FvpBPe

The Company was late in filing its annual report on Form 10-K for
the period ended Dec. 31, 2011.  The Company reported a net loss
of $475,333 for 2011, compared with a net loss of $699,993 for
2010.  The Company's balance sheet at Dec. 31, 2011, showed
$1.0 million in total assets, $1.2 million in total liabilities,
all current, and a stockholders' deficit of $173,180.

The Company was also late in filing its Form 10-Qs for the three
months ended March 31, 2011, June 30, 2011, Sept. 30, 2011,
March 31, 2012, and June 30, 2012.

As of Oct. 4, 2012, the Company has not yet filed its quarterly
report for the period ended June 30, 2012.

                           About Santeon

Reston, Va.-based Santeon Group, Inc., is a diversified software
products and services company specializing in the transformation
and optimization of business through the deployment or the
development of innovative products and services using Agile
mindsets in the information systems/technology, healthcare,
environmental/energy and media sectors.  The Company's innovative
software solutions enable organizations to optimize performance
and maximize revenues.  The Company's clients include state and
local governments, federal agencies and numerous private sector
customers.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, RBSM LLP, in New
York, N.Y., expressed substantial doubt about Santeon's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered losses from operations and is
experiencing difficulty in generating sufficient cash flows to
meet its obligations and sustain its operations.


SEALY CORP: Paul Glazer Discloses 6.1% Equity Stake
---------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Paul J. Glazer and Glazer Capital, LLC, disclosed
that, as of Sept. 27, 2012, they beneficially own 6,736,532 shares
of common stock of Sealy Corporation representing 6.1% of the
shares outstanding.  A copy of the filing is available at:
http://is.gd/PFJeln

                         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.


SILOAM SPRINGS: Files for Chapter 9 in Arkansas
-----------------------------------------------
Siloam Springs Municipal Property Owners' Improvement District
No. 1- Gabriel Park, owner of a lot in Gabriel Park Subdivision,
in Benton County, Arkansas, filed a Chapter 9 bankruptcy petition
(Bankr. W.D. Ark. Case No. 12-73750) on Oct. 4, 2012.

In its schedules filed before the U.S. Bankruptcy Court in
Fayetteville, Arkansas, the Debtor disclosed just $152,437 in
assets and $345,000 in liabilities.

The District sold bonds in June 1996 to finance infrastructure
improvements for the real property in the District which was
platted into lots as Gabriel Park Subdivision.  The principal
amount of the outstanding bonds is $345,000.  The Bank of
Fayetteville, trustee for the beneficial owners of the bonds,
holds $153,000 in District funds.  The District will receive only
$2,187 in annual revenues through the year 2013 from the two lots
in the District which are still obligated to pay the District's
annual tax.

The board has determined that the District should file a petition
for Chapter 9 under the U.S. Bankruptcy Code and seek Court
confirmation of a municipal debt adjustment plan authorizing the
trustee to make an equitable distribution of all District funds,
less expenses of the Chapter 9 case, to the beneficial owners of
the Bonds.


SILOAM SPRINGS: Chapter 9 Case Summary & Creditor List
------------------------------------------------------
Debtor: Siloam Springs Municipal Property
        Owners' Improvement District No. 1- Gabriel Park
        217 East Dickson, Suite 102
        Fayetteville, AR 72701

Bankruptcy Case No.: 12-73750

Chapter 9 Petition Date: October 4, 2012

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: John T. Lee, Esq.
                  P.O. Box 1348
                  Siloam Springs, AR 72761-1348
                  Tel: (479) 524-2337
                  Fax: (479) 524-3693
                  E-mail: jtlee.atty@cox-internet.com

Scheduled Assets: $152,437

Scheduled Liabilities: $345,000

A copy of the Debtor's list of its 10 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/arwb12-73750.pdf

The petition was signed by John Kapp, chairman of the Board of
Commissioners.


SIONIX CORP: Signs $1 Million Securities Purchase Agreement
-----------------------------------------------------------
Sionix Corporation entered into a securities purchase agreement
dated Sept. 25, 2012, with several accredited investors for the
purchase and sale of $1,025,000 of its convertible notes and
warrants.

Convertible Capital, a division of Trump Securities, LLC, acted as
placement agent for the financing.

The Notes bear interest at the rate of 10% per annum beginning as
of Sept. 25, 2012, and mature on June 25, 2013.  On the closing
date, the Company paid and the Holders received nine months of
pre-paid interest on the original principal amount of the Notes.

The Notes are convertible at any time at the option of the Holders
into the Company's common stock at a conversion price based on 80%
of the average of the three lowest closing prices for the common
stock during the ten consecutive trading days immediately
preceding the conversion request, however the conversion price may
not exceed $0.04, and may not be lower than $0.02 per share.  The
Notes may be redeemed by the Company at any time prior to maturity
with 10 days' prior notice to the Holders, and payment of a
premium of 25% on the unpaid principal amount of the Notes.  In
addition the Notes and related securities purchase agreement
contain representations, warranties and covenants that are
customary for financings of this type.

The Company also agreed to issue warrants to the Holders for the
purchase of up to 23,125,000 shares of Company common stock, pro
rata in proportion to the amount invested, which can be exercised
for a period of five years from the closing date, with a fixed
exercise price of $0.08 per share.

The Company has agreed to register the common stock into which the
Notes may be converted, any shares of common stock that may be
issued as payment of principal or interest, and the common stock
underlying the Warrants, as well as any shares of common stock
that may be issued as a result of any stock split, dividend or
other distribution.  The Company has agreed to file an initial
registration statement within 30 days of the date of the
registration rights agreement.  If the Company fails to file a
registration statement within this 30 day period, or to have it
declared effective within 90 days after the date of the
registration rights agreement, or to maintain its effectiveness,
the Company will be obligated to pay the investors liquidated
damages equal to 2% of the principal amount of the Notes per month
until the event is cured, for up to one year, and 1% per month
thereafter if the event continues uncured.

At the closing of the sale and issuance of the Notes, the Company
paid a cash placement fee to Convertible Capital amounting to
8.54% of the gross proceeds of the offering.

The Company agreed not to use the proceeds of the financing for
redemption of common stock, settlement of litigation, or
investments in certain other securities, and the proceeds will
generally be applied toward working capital and operating expenses
of the Company.

                         About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

The Company's balance sheet at March 31, 2012, showed
$2.77 million in total assets, $3.60 million in total current
liabilities, and a stockholders' deficit of $830,380.

As reported in the TCR on Dec. 27, 2011, Kabani & Company, Inc.,
in Los Angeles, Calif., expressed substantial doubt about Sionix
Corporation's ability to continue as a going concern, following
the Company's results for the fiscal year ended Sept. 30, 2011.
The independent auditors noted that the Company has incurred
cumulative losses of $31.9 million.  "In addition, the company has
had negative cash flow from operations for the period ended
Sept. 30, 2011, of $2,187,812."


SOLYNDRA LLC: UNITE HERE Denounces Reorganization Plan
------------------------------------------------------
Officials of UNITE HERE, a hospitality workers union with 250,000
members, have taken the unusual step of publicly denouncing a
proposed bankruptcy reorganization plan.

They are in part reacting to conservative politicians denouncing
the millions in federal subsidies and loan guarantees given to
Solyndra, the Fremont, CA-based solar cell company which filed for
bankruptcy in September 2011.  Mitt Romney referred to it in this
past Wednesday's presidential debate, and also held a campaign
event in front of Solyndra's shuttered factory gates.

"What has usually been missing from this past year's commentary is
that much of Solyndra's funding came from private sources.

Prominent among them is Madrone Capital, a private equity firm
which acts as an investment arm of the Walton family fortune. The
Waltons are active supporters of Republicans," noted UNITE HERE
Secretary-Treasurer Sherri Chiesa.  She also noted the connection
to Hyatt Hotels.  "Madrone's co-managing partner Greg Penner is a
director of Hyatt Hotels, controlled by the prominent Pritzker
family," Chiesa explained.

Solyndra's creditors are now voting on the company's proposed
bankruptcy plan (October 10th is the voting deadline).  The plan,
if passed, will heavily benefit Madrone and other major investors
at the expense of Solyndra's smaller creditors and the federal
government, which will likely recoup only 3 cents and less than 19
cents on the dollar, respectively.  UNITE HERE General Counsel
Richard McCracken noted, "In principle, bankruptcy plans are
supposed to protect creditors over shareholders because
shareholders get all the upside if a company does well - that is
part of the inherent risk in making an equity investment." But
Solyndra's plan would give these investors all of this Company's
tax credits.  These tax credits are likely worth $318 million to
$352 million, according to the bankruptcy disclosure statement.

For these credits, investors Madrone and Argonaut would pay at
most $10.2 million (most of which is accompanied by assigning them
various claims).

Madrone's co-managing partner Greg Penner is a current Wal-Mart
director, a former Wal-Mart executive and the current husband of
Carrie Walton (daughter of Wal-mart's Rob Walton).  According to
Enphase Energy, "Madrone invests on behalf of members of the
Walton Family" (Madrone general partner Jamie McJunkin sits on the
Enphase board).  Mr. Penner also sits on the boards of Hyatt
Hotels Corporation, Baidu (the Chinese search engine company
similar to Google) and 99Bill Corporation (the Chinese online
payment platform company similar to PayPal).

"With that kind of profile, there can be little doubt that Madrone
and Penner can afford to give Solyndra's creditors and the
American taxpayer a better share of Solyndra's unused hundreds of
millions in tax benefits," Chiesa noted.

On Oct. 17, the proposed plan will go before a judge in a
Wilmington, DE federal bankruptcy court hearing.  It is unclear as
of now whether Solyndra's creditors or the federal courts will
ultimately uphold the proposed bankruptcy plan.  "In the interest
of taxpayers like our Union's members and Solyndra's creditors
alike, this deal does not deserve to see the light of day," Chiesa
concluded.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.


SOUTHERN AIR: Plan to Relocate to CVG On Hold
---------------------------------------------
Jason Williams at The Community Press & Recorder reports that
Southern Air's future plans at Cincinnati/Northern Kentucky
International Airport are uncertain after the air cargo carrier
filed for bankruptcy.  The report relates Southern Air in July was
close to reaching a deal to relocate its operations team to CVG.

"We understand Southern Air remains interested in relocating part
of its operations to CVG," the report quotes airport spokeswoman
Meghan Glynn as saying.  "However, that is all on hold until the
issues are resolved through the bankruptcy court."

According to the report, Southern Air has tentatively planned an
$8.5 million investment at CVG, a move that would create about
120 full-time jobs.  In May, the state of Kentucky preliminarily
approved a $2.7 million tax incentive in an effort to lure
Southern Air.  The incentive is contingent on the company moving
here, and fulfilling its job creation and investment obligations,
a spokesman for the Kentucky Cabinet for Economic Development
said.

The report notes the Kenton County Airport Board in July approved
a five-year agreement for Southern Air to lease office space at
CVG.  The agreement is contingent on completion of the incentive
agreement between Southern Air and the state.

                        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: Keeps Two B747-400s for Now
-----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that cargo airline Southern Air Holdings Inc. avoided
having two of its 11 aircraft taken back last week by the owners.

According to the report, acquired in 2007 by Oak Hill Capital
Partners LP, Southern Air filed a Chapter 11 petition on Sept. 28
in Delaware, having already worked out a plan giving 82.5% of the
stock to secured lenders in return for debt.  Oak Hill would
retain the other 17.5%.  The day of bankruptcy, Wells Fargo Bank
NA, as trustee for the owners of two Boeing 747-400 aircraft,
filed papers asking the bankruptcy judge for the immediate
surrender of the two aircraft.  The owners contend that the leases
for the aircraft were both terminated before bankruptcy, giving
Southern Air no right to retain and use the planes.  Southern Air
responded that the owners had agreed not to take action when they
were told a bankruptcy filing was imminent.

Instead, Wells Fargo sent the termination notices.  The airline
argued that an owner who agrees not to act cannot enforce the
action taken in violation of the promise.  U.S. Bankruptcy Judge
Christopher S. Sontchi held a hearing last week and decided that
the owners weren't entitled to a temporary restraining order
requiring immediate surrender of the aircraft.

The report notes that Judge Sontchi scheduled an Oct. 25 hearing
on a motion for a preliminary injunction where the owners again
may seek surrender of the aircraft.  Southern Air said that the
two aircraft are used only for government business.  Since
government and military business produces 45% of the company's
revenue, Southern Air said that the loss of government business
"would prove disastrous" to the company.  Southern leases 11 wide-
body aircraft.  A profitable contract with DHL Worldwide Express
produces about 64% of non-government revenue, a court filing said.

According to Bloomberg, the company reported assets of $206.9
million and liabilities totaling $486.5 million.  Revenue for the
year ended in July was $428.2 million, resulting in a net loss of
$159.8 million.  Southern blamed bankruptcy on the drawdown in
military personnel abroad and shrinking defense budgets.  There is
$288 million in secured debt and $31.1 million owing to trade
suppliers, according to court papers.  Canadian Imperial Bank of
Commerce is the agent for secured lenders on a revolving credit
and $250 million term loan.

The Bloomberg report discloses that last week, the bankruptcy
court gave interim approval for Southern Air to borrow $12.5
million of fresh cash on an interim basis while converting $37.5
million of pre-bankruptcy debt into a post-bankruptcy loan.  The
financing is being provided by CIBC as agent and a lender.  At a
final financing hearing on Oct. 25, the new-money portion of the
loan is scheduled for increase to $25 million.

                        About Southern Air

Based in Norwalk, Connecticut, 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.


TECHNEST HOLDINGS: To Borrow $100,000 from Khal Aljerian
--------------------------------------------------------
AccelPath, Inc., formerly known as Technest Holdings Inc., entered
into a loan agreement and a promissory note to borrow $100,000
from Mr. Khal Aljerian, which will be repaid with six monthly
payments of $23,000 beginning May 1, 2014, with the last payment
being made on Oct. 1, 2014, for a total repayment amount of
$138,000.

On Oct. 2, 2012, AccelPath entered into an amendment to the loan
agreement and promissory note dated Feb. 10, 2012, with Mr. Albert
Friesen pursuant to which the Company extended the maturity date
of the promissory note from Aug. 10, 2012, to Nov. 10, 2012, in
exchange for a payment to Mr. Friesen of $2,000 and the issuance
of a warrant to purchase 250,000 shares of Common Stock at an
exercise price of $0.01 per share.

The issuance and sale of the securities to Messrs. Aljerian and
Friesen was not registered under the Securities Act of 1933, and
was made in reliance upon the exemptions from the registration
requirements of the Securities Act set forth in Section 4(2)
thereof.

                      About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Following the fiscal 2011 results, Wolf & Company, P.C., in
Boston, Massachusetts, expressed substantial doubt about Technest
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has negative cash flows from operations, a
stockholders' deficit and a working capital deficit.

The Company reported a net loss of $2.9 million on $450,000 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,000 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company's balance sheet at March 31, 2012, showed
$5.29 million in total assets, $6.55 million in total liabilities
and a $1.25 million total stockholders' deficit.


TOM MARTINO: Asks Court to Convert Liquidating Case to Chapter 11
-----------------------------------------------------------------
Heather Draper at Denver Business Journal reports that
troubleshooter Tom Martino has filed a motion in the U.S.
Bankruptcy Court for the District of Colorado, seeking to convert
his Chapter 7 bankruptcy to Chapter 11.

"The debtor now believes that conversion of the within case from
Chapter 7 to Chapter 11 would be in the best interests of the
debtor and the estate, especially the debtor's creditors," the
court documents say, according to the report.

According to the report, Mr. Martino filed a motion in July to
delay the "discharge order" in his Chapter 7 bankruptcy to Oct. 5
so that he could possibly pursue Chapter 11.  The discharge order
in a Chapter 7 bankruptcy releases the debtor from personal
liability from certain specified types of debt.

Because the Chapter 7 trustee didn't file anything to protest a
delay, the court gave Mr. Martino until October 5 to file to
convert the case to a Chapter 11, said bankruptcy attorney Arthur
Lindquist-Kleissler, founder of Denver-based Lindquist-Kleissler &
Co LLC, who is serving as co-counsel on the case with attorney
Stephen Berken, according to the report.

The report relates Mr. Martino has claimed that Chapter 7 trustee
Simon Rodriguez isn't trying to settle his case.

The report says Mr. Martino sued Mr. Rodriguez and three of his
creditors in December 2011, claiming that Mr. Rodriguez was
dragging out the case and that the creditors' claims of fraud
against him were "unsupported and spurious." according to court
filings.  In a ruling April 26, a judge dismissed Mr. Martino's
case against Mr. Rodriguez.

Tom Martino filed for Chapter 7 bankruptcy on Sept. 2, 2011,
listing assets of $1.37 million and liabilities of $78.6 million.
Mr. Martino later amended the bankruptcy filing on Oct. 1, 2011,
listing total assets of $2.3 million and liabilities of $46.4
million.

According to Denver Business Journal, Mr. Martino has appeared on
radio and TV talking about consumer issues for many years and
operates the Troubleshooter.com Web site.


TRAFFIC CONTROL: Court Approves DSI Hiring, Berman as CRO
---------------------------------------------------------
Traffic Control and Safety Corporation sought and obtained
approval from the U.S. Bankruptcy Court to employ Development
Specialists, Inc., to provide Geoffrey L. Berman as chief
restructuring officer and independent director, nunc pro tunc to
Aug. 10, 2012.

Mr. Berman will be a member of the board, as sole member of the
restructuring committee, and director of TCSC's Debtor
subsidiaries.

The firm, among other things, will provide these services:

   a. act as the remaining corporate officer and an independent
      director, including serving as the Debtors' CRO, through
      the services of, Geoffrey L. Berman, and elected by the
      Debtors' directors or shareholders, in each case to oversee
      the liquidation of any remaining assets of the Debtors;

   b. oversee the completion of the Debtors' Chapter 11 cases,
      including the possible filing of the Joint Plan (or some
      other similar plan as may be decided at the appropriate
      time), to take whatever steps are deemed necessary to work
      towards the confirmation of such plan and thereafter, in
      whatever role or capacity may be appropriate, or the
      conversion to cases under chapter 7 of the Bankruptcy Code,
      if appropriate; and

   c. assist in the review and adjudication of creditor claims as
      filed with the Court.

DSI will receive a monthly rate of $10,000 per month.  The monthly
rate for August 2012 is pro-rated at $5,000 per month, due upon
initiation of the Engagement Agreement.

                     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 have won authority to (i) use cash collateral in which
the First Lien Lender has an interest, and (ii) obtain
postpetition financing from Fifth Street Finance Corp. and other
entities in the maximum amount of $12,775,000.

The Debtors have canceled an auction with only their biggest
lender bidding for the assets.

Roberta A. DeAngelis, the 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.


UNIGENE LABORATORIES: Richard Levy Discloses 65.3% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Richard Levy and his affiliates disclosed
that, as of Sept. 21, 2012, they beneficially own 162,391,326
shares of common stock of Unigene Laboratories, Inc., representing
65.3% of the shares outstanding.  Mr. Levy previously reported
beneficial ownership of 75,126,704 common shares or a 46.6% equity
stake as of July 16, 2012.  A copy of the amended filing is
available for free at http://is.gd/Y2KarN

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at June 30, 2012, showed $11.69
million in total assets, $77.56 million in total liabilities and a
$65.87 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.

                        Bankruptcy Warning

Under the Company's amended and restated March 2010 financing
agreement with Victory Park Management, LLC, so long as the
Company's outstanding note balance is at least $5,000,000, the
Company must maintain a minimum cash balance equal to at least
$2,500,000 and its cash flow must be at least $2,000,000 in any
fiscal quarter or $7,000,000 in any three consecutive quarters.

"Without additional financing, we will not be able to maintain a
minimum cash balance of $2,500,000, or maintain an adequate cash
flow, in order to avoid default in periods subsequent to
September 30, 2012," the Company said in its quarterly report for
the period ended June 30, 2012.  "As a result, we will be in
default under the financing agreement, which would result in the
full amount of our debt owed to Victory Park becoming immediately
due and payable.  Even if we are able to raise cash and maintain a
minimum cash balance of at least $2,500,000 through the March 2013
maturity date, there is no assurance that the notes will be
converted into common stock, in which case, we may not have
sufficient cash from operations or from new financings to repay
the Victory Park debt when it comes due.  There can be no
assurance that new financings will be available on acceptable
terms, if at all.  In the event that we default, Victory Park
could retain control of the Company and will have the ability to
force us into involuntary bankruptcy and liquidate our assets."


UNITED RETAIL: Plan of Liquidation Became Effective
---------------------------------------------------
BankruptcyData.com reports that United Retail Group's Joint Plan
of Liquidation became effective.

The Debtor obtained confirmation of the Plan is September.

As reported in the June 25, 2012 edition of the TCR, the Debtors
have a plan that provides for the distribution to creditors from
the consideration provided by Redcats USA, Inc., pursuant to an
asset purchase agreement.

Holders of allowed secured claims will be paid in full in cash or
receive the collateral securing the claim.  Holders of general
unsecured creditors totaling $25 million to $30 million will
recover 9.2% to 11% of their claims which payments will be funded
from the $2.75 million in unsecured claims funds plus any
additional cash.  Equity holders won't receive anything and are
deemed to reject the Plan.

On April 13, 2012, the Debtors closed the sale of substantially
all of their assets to Avenue Stores, LLC an affiliate of Versa
Capital Management, LLC.  Pursuant to the APA, the Buyer is the
primary source of the Cash consideration for distributions under
the Plan.  The Buyer has agreed to pay in Cash:

   -- up to $27 million in the aggregate for (1) amounts
      outstanding under the DIP Facility as of the Closing and (2)
      Administrative Claims (not including 503(b)(9) Claims, which
      are accounted for separately under the APA) and Priority
      Claims as of the Closing that ultimately are Allowed;

   -- up to $4.7 million for Allowed 503(b)(9) Claims;

   -- $1.5 million for the benefit of holders of Allowed General
      Unsecured Claims on account of the Claims; and

   -- up to $2 million for costs associated with winding down the
      Debtors' estates.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/UNITED_RETAIL_ds.pdf

                        About United Retail

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.

As reported in the Troubled Company Reporter on Sept. 21, 2012,
Bankruptcy Law360 said U.S. Bankruptcy Judge Stuart M. Bernstein
on Tuesday confirmed a Chapter 11 plan for Redcats USA Inc.'s
high-end women's clothing retailer United Retail Group Inc.
following a Versa Capital Management LLC unit's April purchase of
its assets in a Section 363 sale.

According to Bankruptcy Law360, Judge Bernstein confirmed the
plan, which calls for the liquidation of what's left of the debtor
after the sale to Versa affiliate Ornatus URG Acquisition LLC, a
sale that created a new company called Avenue Stores LLC.


UPPER CRUST: Pizza Chain Files to Reorganize in Boston
------------------------------------------------------
Upper Crust Pizza LLC, the operator of upscale pizza restaurants
in Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 12-18134) on Oct. 9, 2012, in Boston on Oct. 4, 2012.

John C. Elstad, Esq., at Murphy & King, P.C., in Boston, serves as
counsel.  The Debtor disclosed assets and liabilities of at least
$1 million.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that financial problems were caused in part by a U.S.
Labor Department order requiring the closely held company to pay
$342,000 in overtime wages to workers.  There is also litigation
among the owners amid charges of using business income for
personal expenses.

The Bloomberg report discloses that the principal secured lender
is TD Bank, owed $1.36 million.


VISUALANT INC: PMB Succeeds Madsen & Associates as Accountant
-------------------------------------------------------------
Visualant, Inc., dismissed Madsen & Associates CPA's, Inc., as the
Company's independent registered public accounting firm on
Sept. 29, 2012.  The decision to change accountants was approved
by the Company's Audit Committee.

The Madsen reports on the Company's consolidated financial
statements for the past two fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles, except that the audit report of Madsen on the
Company's financial statements for fiscal years 2010 and 2011
contained an explanatory paragraph which noted that there was
substantial doubt about the Company's ability to continue as a
going concern.

On Sept. 29, 2012, the Company, upon the Audit Committee's
approval, engaged the services of PMB Helin Donovan LLP as the
Company's new independent registered public accounting firm to
audit the Company's consolidated financial statements as of
Sept. 30, 2012, and for the year then ended.  PMB will be
performing reviews of the unaudited consolidated quarterly
financial statements to be included in the Company's quarterly
reports on Form 10-Q going forward.

During each of the Company's two most recent fiscal years and
through Oct. 4, 2012, (a) the Company has not engaged PMB as
either the principal accountant to audit the Company's financial
statements, or as an independent accountant to audit a significant
subsidiary of the Company and on whom the principal accountant is
expected to express reliance in its report; and (b) the Company or
someone on its behalf did not consult PMB with respect to (i)
either: the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial
statements, or (ii) any other matter that was either the subject
of a disagreement or a reportable event as set forth in Items
304(a)(1)(iv) and (v) of Regulation S-K.

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at June 30, 2012, showed $6.84 million
in total assets, $7.03 million in total liabilities, $28,350 in
noncontrolling interest, and a $220,669 total stockholders'
deficit.

The Company anticipates that it will record losses from operations
for the foreseeable future.  As of June 30, 2012, the Company's
accumulated deficit was $13.1 million.  The Company has limited
capital resources, and operations to date have been funded with
the proceeds from private equity and debt financings.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The audit report prepared by the
Company's independent registered public accounting firm relating
to the Company's financial statements for the year ended Sept. 30,
2011, includes an explanatory paragraph expressing the substantial
doubt about the Company's ability to continue as a going concern.
The audit report prepared by the Company's independent registered
public accounting firm relating to its financial statements for
the year ended Sept. 30, 2011, includes an explanatory paragraph
expressing the substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

The Securities Purchase Agreement dated June 17, 2011, with
Ascendiant Capital Partners, LLC, will terminate if the Company's
common stock is not listed on one of several specified trading
markets (which include the OTCBB and Pink Sheets, among others),
if the Company files protection from its creditors, or if a
Registration Statement on Form S-1 or S-3 is not effective.

If the price or the trading volume of the Company's common stock
does not reach certain levels, the Company will be unable to draw
down all or substantially all of its $3,000,000 equity line of
credit with Ascendiant.

The maximum draw down amount every 8 trading days under the
Company's equity line of credit facility is the lesser of $100,000
or 20% of the total trading volume of the Company's common stock
for the 10-trading-day period prior to the draw down multiplied by
the volume-weighted average price of the Company's common stock
for that period.  If the Company stock price and trading volume
decline from current levels, the Company will not be able to draw
down all $3,000,000 available under the equity line of credit.

"If we are not able to draw down all $3,000,000 available under
the equity line of credit or if the Securities Purchase Agreement
is terminated, we may need to restructure our operations, divest
all or a portion of our business, or file for bankruptcy," the
Company said in its quarterly report for the period ended June 30,
2012.


W.R. GRACE: Wayne Storage Site Removed From Superfund List
----------------------------------------------------------
U.S. Environmental Protection Agency Regional Administrator Judith
A. Enck was joined on Sept. 25, 2012, by Senator Frank R.
Lautenberg, Congress Member Bill Pascrell, Jr. and U.S. Army Corps
of Engineers, New York District Commander Col. Paul E. Owen to
announce that the W.R. Grace & Co./Wayne Interim Storage site in
Wayne Township, New Jersey, has been cleaned up and will be taken
off the Superfund list of the most hazardous waste sites in the
nation.  The site was contaminated by thorium and rare earth
metals, which can have serious effects of people's health.

Studies have shown that inhaling thorium dust causes an increased
risk of developing lung cancer, and cancer of the pancreas.  The
EPA has made a final decision to remove the site from the
Superfund list after a review of conditions confirmed that it no
longer poses a threat to people's health and the environment.
Some of the cleanup was conducted by the U.S. Army Corps of
Engineers with oversight by the EPA.

"The removal of a site from the Superfund list is a significant
achievement," said EPA Regional Administrator Judith A. Enck.
"Monitoring has found that the cleanup conducted at this site has
removed a significant risk that was posed to this community."

"The Corps of Engineers is proud to have been the lead agent for
the cleanup here at the Wayne Interim Storage Site since 1997 and
it's been a pleasure working as a team of teams with our great
partners here like the EPA and our other federal, state and local
partners," said U.S. Army Corps of Engineers, New York District
Commander Col. Paul E. Owen. "It took several years of hard work,
including the safe removal and disposal of approximately 135,000
cubic yards of contaminated material, and I'm proud to be
celebrating the fruits of that labor -- the de-listing of this
site."

The six-acre site, located at 868 Black Oak Ridge Road in Wayne,
NJ, was used by Rare Earths, Inc., between 1948 and 1957 to
extract thorium and rare earth metals from monazite ore. In 1957,
a division of W.R. Grace & Co. Inc. acquired the facility and
continued to process monazite ore at the site until 1971.
Radioactive waste and contaminated building rubble were stored in
approximately 16 burial pits on the site.

The U.S. Department of Energy managed the site from 1984 to 1997,
when it was transferred to the U.S. Army Corps of Engineers. The
Corps cleaned, dug up, and properly disposed of contaminated soil
from the site and from a number of properties in the immediate
area.  The Corps also decontaminated and demolished a processing
building on the site and removed and treated contaminated ground
water near the areas that were excavated.  It also instituted a
program to monitor the site to ensure that the work was
successful.  The work was completed in 2003 and the site was
transferred to Wayne Township in 2006.

Once a cleanup is complete, the EPA conducts reviews every five
years to evaluate if the completed work is protective of human
health and the environment.  Based on the EPA's five-year review,
completed in 2008, and a final report, the EPA, the Corps and the
state of New Jersey determined that the cleanup was successful and
no further actions or reviews are needed.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or  215/945-7000)


W.R. GRACE: May Face Lawsuit Over Unpaid Water Bills
----------------------------------------------------
The clerk of court of the Circuit Court in Baltimore plans to
pursue a class action lawsuit to force the city to collect
delinquent water bills from businesses and other large customers
in the area, Matthew Hay Brown, writing for The Baltimore Sun,
reported.

According to the Baltimore Sun, more than $10 million are owed by
corporations, non-profits and government offices in water bills.
The figure includes almost $500,000 owed by W.R. Grace & Co.,
nearly $7 million by RG Steel in Sparrows Point, and more than
$135,000 by the Maryland Zoo.

Frank M. Conaway, the Clerk of Court, called the city's failure to
collect the money, as it was moving to take the homes of private
residents who owed far less, "unconscionable and inexcusable," the
Baltimore Sun cited.

"Hundreds of city homeowners have lost their homes because of
$300 or $400 delinquent bills directly because of the aggressive
actions by the city to collect revenues, yet the city without any
excuses or plausible explanations allows certain corporations and
nonprofits to squander millions of taxpayers' dollars in
delinquent water bills," Mr. Conaway said in a statement.

A spokesman for Mayor Stephanie Rawlings-Blake said the city's
departments of finance and public works work "very hard to collect
from delinquent accounts."

"Obviously, the largest amount involved a very complex bankruptcy
transaction," spokesman Ryan O'Doherty said, referring to RG
Steel.  "The law department's working very aggressively to make
sure that we're doing everything we can to retrieve what is owed."

Mr. Conaway released a letter asking Finance Director Harry E.
Black for the names and addresses of homeowners who are more than
90 days delinquent on their water bills "who have been adversely
affected as opposed to those that have been allowed to delay
payments."

"If the Mayor and City Solicitor cannot do their jobs collecting
delinquent revenues, and funding recreation centers, fire stations
and essential services, then the citizens of Baltimore and the
courts simply will have to do their jobs for them," the letter
said.

Mr. O'Doherty said the mayor's office would "take a close look" at
Mr. Conaway's letter and respond to him directly.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or  215/945-7000)


W.R. GRACE: To Release Third-Quarter Results on Oct. 24
-------------------------------------------------------
W.R. Grace & Co. (NYSE: GRA) will release its third quarter 2012
financial results at 6:00 a.m. ET on Wednesday, October 24.  A
company-hosted conference call and webcast will follow at 11:00
a.m. ET that day.

During the call, Fred Festa, Chairman and Chief Executive Officer,
and Hudson La Force, Senior Vice President and Chief Financial
Officer, will discuss the third quarter results.  A question and
answer session with analysts will follow the prepared remarks.

Access to the live webcast and the accompanying slides will be
available through the Investor Relations section of the company's
web site, http://investor.grace.com/ Those without access to the
Internet can participate by dialing +1 866.730.5766 (U.S.) or
+1 857.350.1590 (International).  The participant passcode is
84018437. Investors are advised to dial into the call at least
10 minutes early in order to register.

An audio replay will be available at 1:00 p.m. ET on October 24.
The replay will be accessible by dialing +1 888.286.8010 (U.S.) or
+1 617.801.6888 (International) and entering the participant
passcode 14454327.  The replay will be available for one week.

                            About Grace

Grace is a leading global supplier of catalysts; engineered and
packaging materials; and, specialty construction chemicals and
building materials. The company's three industry-leading business
segments--Grace Catalysts Technologies, Grace Materials
Technologies and Grace Construction Products--provide innovative
products, technologies and services that enhance the quality of
life. Grace employs approximately 6,000 people in over 40
countries and had 2011 net sales of $3.2 billion. More information
about Grace is available at www.grace.com.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or  215/945-7000)


YNOT LLC: Files for Bankruptcy to Restructure $1 Million Debt
-------------------------------------------------------------
Chris Bagley, staff writer at Triangle Business Journal, reports
that YNOT LLC, which owns an office building on West Main Street
in Durham, North Carolina, has filed for Chapter 11 bankruptcy in
the U.S. Bankruptcy Court for the Eastern District of North
Carolina in an attempt to restructure more than $1 million in
debts.

According to the report, YNOT cited assets and liabilities each in
the range of $1 million to $10 million.  A debtor has to submit
more detailed financial information within a few weeks of its
initial filing.

The report notes Susan Hutson is listed as company owner.

The report adds Bill Janvier represents the Company as its
attorney.


ZACKY FARMS: Files for Chapter 11 to Reorganize
-----------------------------------------------
Zacky Farms, LLC, has filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code.  Zacky filed the petition
in Sacramento, California (Bankr. E.D. Calif. Case No. 12-37961).

Zacky emphasized that normal operations and customer service will
continue without disruption, including sales, order processing and
delivery.  In connection with its Chapter 11 filing, Zacky also
announced that it has secured a debtor-in-possession financing
facility from The Lillian Zacky Family Trust.  Zacky has also
employed financial advisors to explore strategic alternatives to
maximize value for its stakeholders.

Zacky noted that the poultry industry is a capital intensive and
volatile business which, over the past few years, has been under
severe stress due to historically high corn and soybean meal
prices.  As a result, Zacky has incurred significant operating
losses that have depleted its liquidity and working capital
position.

"After careful consideration we concluded that a Chapter 11
restructuring represents the best long-term solution for Zacky,"
said Keith Cooper, Chief Restructuring Officer.  "We appreciate
the ongoing loyalty and support of our employees, growers,
customers and vendors," Mr. Cooper commented.  "Their dedication
and hard work is critical to our success.  We remain committed to
leading Zacky toward a strong and profitable future with the help
of our employees, our growers, our customer base, and our vendor
community.  Zacky remains a viable business that is deeply
committed to our employees and the customers that we serve."

Zacky has not set a target date for emergence from Chapter 11, but
Zacky stressed that the company's strategy is to move quickly.

"There is much work ahead," he stated, "but time and time again,
our employees have proven their ability to face significant
challenges and handle change.  By working together, we can
preserve Zacky and its future."

Zacky, headquartered in Fresno, California, is a vertically
integrated poultry company that has been in operation for over 70
years.  Zacky expresses its sincere gratitude to the multitude of
employees, growers, vendors and customers that have contributed to
its success and growth over these many years and thanks them for
their loyal support.


* Moody's Says Global Corporate Default Rate Up 3% in 3Q2012
------------------------------------------------------------
The trailing 12-month global speculative-grade default rate
finished the third quarter of 2012 at 3.0%, up slightly from 2.9%
in the second quarter, Moody's Investors Service says in its
monthly default report. A year ago, the default rate stood at
1.8%.

In the US, the speculative-grade default rate ended the third
quarter at 3.5%, up from 3.2% in the previous quarter. A year ago,
the US default rate was 2.0%. In Europe, the default rate edged
lower in the third quarter of 2012, to 2.6%, compared with 2.8% in
second quarter and 1.4% this time last year.

Based on its forecasting model, Moody's expects the global
speculative-grade default rate to end this year at 3.0%, before
declining to 2.9% by the end of the third quarter 2013. Both
rates, if realized, will be well below the historical average of
4.8% since 1983. Moody's further expects the rate to be 3.5% by
year's end in the US, while declining to 2.4% in Europe.

"The corporate default rate has remained low and stable for some
time now, despite some very weak economic fundamentals," notes
Albert Metz, Managing Director of Moody's Credit Policy Research.
"With ample liquidity available, we are not expecting that to
change over the coming months."

There were nine defaults among Moody's-rated corporate debt
issuers in the third quarter of 2012, seven in North America and
the remaining two in Europe and Latin America. So far this year
there have been 46 defaults in total, compared with 17 in the
first nine months of last year.

By dollar volume, the global speculative-grade bond default rate
held steady from quarter to quarter, to close the third at 2.0%,
up from 1.2% at the same time last year.

In the US, the dollar-weighted speculative-grade bond default rate
ended the third quarter at 1.6%, also unchanged from the second
quarter and compared with 1.2% a year ago. In Europe, the dollar-
weighted speculative-grade bond default rate came in at 3.3% in
the third quarter, down from 3.7% in the second, and up from 1.5%
a year ago.

In the coming year, Moody's expects default rates to be highest in
the Media: Advertising, Printing & Publishing sector in the US and
the Hotel, Gaming & Leisure sector in Europe.

Moody's distressed index ended the third quarter at 17.0%, down
from 19.5% in the previous quarter and 24.6% in the same period
last year. The distressed index is a measure of the percentage of
high-yield issuers whose debt is trading at distressed levels.

In the leveraged loan market, two Moody's-rated companies
defaulted on their loans in the third quarter of 2012, including
Marsico Parent Company, LLC, which defaulted in September. There
was just one default in the third quarter of last year. The
trailing 12-month US leveraged loan default rate ended the third
quarter at 2.6%, up from 2.4% in the second and 1.2% a year ago.


* Debt of Dissolved Company Not Discharged for Owners
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that shareholders who dissolve a corporation to avoid
paying a judgment against the business end up with a non-
dischargeable debt in their personal bankruptcies, U.S. District
Judge Edgardo Ramos in White Plains, New York, ruled in upholding
an decision from last October by U.S. Bankruptcy Judge Cecelia G.
Morris in Poughkeepsie, New York.

According to the report, the corporation was hit with a $350,000
judgment.  While the judgment was on appeal, the two shareholders
dissolved the corporation and continued operating the business.
Morris said that the shareholders "dissolved their corporation in
secrecy to those creditors who they did not see fit to pay."

The report relates that under New York corporate law, shareholders
who dissolve a corporation without notice to creditors are said to
hold the assets of the business "in trust for the benefit of
creditors."  In the decision upheld by Judge Ramos on Sept. 26,
Morris held that the former owners who filed in Chapter 7 are
personally liable for the judgment against the business.   Judge
Ramos also upheld the ruling that the debt was obtained by false
pretenses and thus wasn't dischargeable in the individuals'
bankruptcies under Section 523(a) (2) (A) of the Bankruptcy Code.

The case on appeal in District Court is Hartley v. Esposito (In re
Harley), 11-9692, U.S. District Court, Southern District of New
York (White Plains).  The case in bankruptcy court was Esposito v.
Hartley (In re Hartley), 19-9055, U.S. Bankruptcy Court, Southern
District of New York (Poughkeepsie).


* Kramer Levin Has Most "Top 100" Attys. On NY Super Lawyers List
-----------------------------------------------------------------
Kramer Levin Naftalis & Frankel LLP disclosed that 65 of the
firm's attorneys were recognized in the 2012 edition of New York
Super Lawyers.  Seven of these lawyers, Barry H. Berke, Alan R.
Friedman, Thomas Moers Mayer, Gary P. Naftalis, Jay A. Neveloff,
Paul H. Schoeman and Harold P. Weinberger, appeared in the "Top
100," which recognizes the lawyers who received the highest point
totals in the New York Super Lawyers balloting.  Kramer Levin had
more attorneys named to the "Top 100" than any other firm.  Mr.
Naftalis, who was also listed in the "Top 10," received the
highest point total overall in New York and was ranked number one,
an honor he has received for the second time.  The selection
process is based on a combination of peer recognition and
professional achievement.  Super Lawyers names only five percent
of New York metro area lawyers to this honor.

Additionally, seven Kramer Levin attorneys, Daniel R. Berman,
Joshua Brody, Aaron M. Frankel, Matan A. Koch, Douglas Mannal,
Seth R. Merl and Anupama Yerramallli, were selected for inclusion
on the "New York Rising Stars 2012" list.  The "Rising Star"
honor, which is also based on peer recognition and professional
achievement, is allotted to no more than 2.5 percent of New York
metro area lawyers.

The 58 Kramer Levin lawyers that received the "Super Lawyer"
designation are:

Peter A. Abruzzese - Intellectual Property Arthur H. Aufses, III -
Securities Litigation Thomas D. Balliett - Business/Corporate
Philip Bentley - Bankruptcy & Creditor/Debtor Rights Barry H.
Berke - Criminal Defense: White Collar Jeffrey L. Braun - Business
Litigation Jonathan H. Canter - Real Estate Jonathan S. Caplan -
Intellectual Property Litigation Pamela M. Capps - Tax Amy D.
Caton - Bankruptcy & Creditor/Debtor Rights Kenneth Chin - Banking
Nicholas L. Coch - Intellectual Property Litigation Michael J.
Dell - Business Litigation Abbe L. Dienstag - Securities &
Corporate Finance Matthew S. Dunn - Immigration Kenneth H.
Eckstein - Bankruptcy & Creditor/Debtor Rights Ronald M. Feiman -
Securities & Corporate Finance David S. Frankel - Criminal
Defense: White Collar Alan R. Friedman - Securities Litigation
Carl Frischling -Securities & Corporate Finance James P. Godman -
Real Estate Cheryl E. Hader - Estate Planning & Probate Barry
Herzog - Tax Robert N. Holtzman - Employment & Labor Gregory A.
Horowitz - Business Litigation Thomas T. Janover - Bankruptcy &
Creditor/Debtor Rights Maria T. Jones - Tax Mark D. Koestler -
Immigration Kenneth P. Kopelman - Corporate Governance &
Compliance Michael P. Korotkin - Real Estate Kevin B. Leblang -
Employment & Labor Randy Lipsitz - Intellectual Property
Litigation Christine Lutgens - Employee Benefits/ERISA Thomas
Moers Mayer - Bankruptcy & Creditor/Debtor Rights Thomas E. Molner
- Mergers & Acquisitions Gary P. Naftalis - Business Litigation
Jay A. Neveloff - Real Estate John C. Novogrod - Estate Planning &
Probate Michael S. Oberman - Business Litigation Paul M. Ritter -
Employee Benefits/ERISA Jennifer L. Rochon - Business Litigation
Adam C. Rogoff - Bankruptcy & Creditor/Debtor Rights Howard J.
Rothman - Tax Ted Ruthizer - Immigration Robert T. Schmidt -
Bankruptcy & Creditor/Debtor Rights Paul H. Schoeman - Criminal
Defense: White Collar Paul D. Selver - Land Use/Zoning Stephen R.
Senie - Real Estate Michael T. Sillerman - Land Use/Zoning Norman
C. Simon - Business Litigation Gary R. Tarnoff - Land Use/Zoning
Eric A. Tirschwell - Criminal Defense: White Collar Jeffrey S.
Trachtman - Bankruptcy & Creditor/Debtor Rights Neil R. Tucker -
Real Estate Elise Wagner - Land Use/Zoning Jonathan M. Wagner -
Intellectual Property Litigation Charles S. Warren - Environmental
Harold P. Weinberger - Intellectual Property Litigation

The seven Kramer Levin lawyers that received the "Rising Star"
designation are:

Daniel R. Berman - Real Estate Joshua Brody - Bankruptcy &
Creditor/Debtor Rights Aaron M. Frankel - Intellectual Property
Litigation Matan A. Koch - Business Litigation Douglas Mannal -
Bankruptcy & Creditor/Debtor Rights Seth R. Merl -
Business/Corporate Anupama Yerramalli - Bankruptcy &
Creditor/Debtor Rights

Kramer Levin Naftalis & Frankel LLP -- http://www.kramerlevin.com/
-- is a premier, full-service law firm with offices in New York,
Silicon Valley and Paris.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 18, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency & Restructuring Symposium
         Parco dei Principi Grand Hotel & Spa, Rome, Italy
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 26, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         San Diego Marriott Marquis and Marina, San Diego, Calif.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 1-2, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Wharton University of Pennsylvania, Philadelphia, Pa.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 1-3, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Westin Copley Place, Boston, Mass.
            Contact: http://www.turnaround.org/

Nov. 7, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      U.S./Mexico Restructuring Symposium
         The Four Seasons, Mexico City, D.F.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 12, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         MGM Grand, Detroit, Mich.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 26, 2012
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:             240-629-3300       or
http://bankrupt.com/

Nov. 29-30, 2012
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      33rd Annual Bankruptcy & Commercial Law Seminar
         Nashville Marriott at Vanderbilt, Nashville, Tenn.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 29 - Dec. 1, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Dec. 4-8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/SJUSL Mediation Training Symposium
         St. John's University, Queens, N.Y.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:             240-629-3300       or
http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Sept. 15, 2012



                            *********

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.


                  *** End of Transmission ***