TCR_Public/121017.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 17, 2012, Vol. 16, No. 289

                            Headlines

146 FEN: Case Summary & 3 Unsecured Creditors
26 PALMS: Voluntary Chapter 11 Case Summary
4KIDS ENTERTAINMENT: Court Approves Chikol Equities as Advisor
4KIDS ENTERTAINMENT: Court OKs Pepper Hamilton as Tax Counsel
A&S GROUP: Files Schedules of Assets and Liabilities

A123 SYSTEMS: Electic Car Battery Maker Files Bankruptcy
ADAMS PRODUCE: Creditor Asks Court to Convert or Dismiss Case
ADAMS PRODUCE: Plan Filing Period Extended Until Nov. 15
ALAEDIN & MAJDI: Updated Case Summary & Creditors' Lists
ALLIANCE 2009: Files List of Top 11 Unsecured Creditors

ALLIED SYSTEMS: Implementing Key Employee Retention Plan
AMERICAN ARCHITECTURAL: Can Use Cash Collateral Until Nov. 11
AMERICAN AIRLINES: Wins OK to Sell Ariz. Building to Freeport
AMERICAN AIRLINES: Has Green Light to Buy 5 Add'l Boeing Planes
AMERICAN AIRLINES: Wins Approval of Grant Thornton as Consultant

AMERICAN AIRLINES: Skyworks Providing Additional Services
AMERICAN AIRLINES: Extends 1% Capacity Cut to Nov. 14
ANDERSON NEWS: Time, Others Warn Supreme Court of Twiqbal Threat
ARCAPITA BANK: Creditors' Committee May File Plan After Dec. 15
AUTO CARE: Files Schedules of Assets and Liabilities

BAKERS FOOTWEAR: Hiring Bryan Cave as Restructuring Counsel
BAKERS FOOTWEAR: Can Tap Donlin Recano as Claims & Noticing Agent
BAKERS FOOTWEAR: Alliance Management to Serve as Financial Advisor
BELLWEST HOLDINGS: U.S. Trustee Unable to Form Creditors Committee
BELLWEST HOLDINGS: Files List of 20 Largest Unsecured Creditors

BERNARD L. MADOFF: Trustee Asks Bankr. Judge to Decide on Interest
BERNARD L. MADOFF: Attorney General Makes Last Pitch to Judge
BHFS I: Court Approves Powell Coleman, Alvin Badger Employment
BHFS I: Court Approves Marvin F. Poer as Tax Consultant
BOISE CASCADE: Moody's Raises CFR to 'B1'; Rates Sr. Notes 'B2'

BOISE CASCADE: S&P Gives 'B+' Rating on $250MM Unsecured Notes
BOWLES SUB: Hires Warner Law Firm to Collect Past Due Rents
CINRAM INTERNATIONAL: Seeks Canadian Court OK for Sale Proceeds
CITIZENS CORP: Non-Govt. Entities' Proofs of Claim Due Oct. 19
CLEAR CHANNEL: Fitch Affrims Junk Rating on 3 Senior Note Classes

CROWN CORK: S&P Reinstates 'BB-' Rating on $150MM 7.50% Debentures
DETROIT, MI: Moody's Reviews 'B3' G.O. Rating for Downgrade
DAFFY'S INC: Urges Judge to Confirm Chapter 11 Plan
DEEP PHOTONICS: Court Approves Carl Welander as Accountant
DEEP PHOTONICS: Can Hire 3 Law Firms as Litigation Counsel

DEEP PHOTONICS: Court OKs Kilpatrick Townsend as IP Counsel
DEEP PHOTONICS: Files Schedules of Assets and Liabilities
DETROIT WEST: S&P Gives 'BB' Rating on $7.2MM Acad Revenue Bonds
DEWEY & LEBOEUF: Partners Committee Appeals Settlement Approval
DEWEY & LEBOEUF: Asks Court Approval to Issue Subpoenas

DEWEY & LEBOEUF: Wants Authority to Collect $154MM From Ex-Clients
DEWEY & LEBOEUF: Ex-Partners Group Appeal Settlement Plan Approval
DIGITAL DOMAIN: Committee Retaining Brown Rudnick as Counsel
DIGITAL DOMAIN: Wants Schedules Deadline Extended to Nov. 9
DIGITAL DOMAIN: Can Advance Up to $2.89-Mil. from Hudson Bay

DIGITAL DOMAIN: Committee Retains Sullivan as Delaware Counsel
DYNEGY HOLDINGS: C.K. Limited Discloses 5.9% Equity Stake
EASTMAN KODAK: Retirees Reach Deal for $7.5MM Cash, $650MM Claims
ELPIDA MEMORY: Balks at Bid for Court-Appointed Representative
EMPRESAS INTEREX: Plan Filing Period Extended to Nov. 30

ENDURANCE INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
EPL OIL: Moody's Rates New $250MM Senior Unsecured Notes 'Caa1'
EPL OIL: S&P Rates $460MM 8.25% Senior Unsecured Notes 'B-'
FACILITYLOGIC INC: Case Summary & 20 Largest Unsecured Creditors
FIBERTOWER CORP: Seeks to Pay More Than $500,000 in Bonuses

GELT PROPERTIES: Hearing on Access to Cash Collateral Oct. 24
GIBRALTAR KENTUCKY: Plan Outline Hearing Set for Nov. 15
GRAHAM SLAM: Court Enters Final Decree Closing Chapter 11 Case
GRASSY HILL: Case Summary & 11 Unsecured Creditors
GRAY TELEVISION: Completes Restructuring, Wins $595MM Financing

HARDAGE HOTEL: Final Cash Collateral Hearing Set for Oct. 18
HAMPTON ROADS: Appoints George Bunch to Board of Directors
HARPER BRUSH: Q.E.P. Co. Is Stalking Horse Bidder
HEALTHWAY NATURAL: Case Summary & 20 Largest Unsecured Creditors
HW HEARTLAND: Hires Haynes and Boone as Attorneys

INDIANAPOLIS DOWNS: Has Cramdown Confirmation on Oct. 19
INVESTCORP SA: Fitch Rates Senior Unsecured Notes 'BB(exp)'
JETSTAR PARTNERS: Selling Assets to Pay Symetra Life's Obligations
JOAL LLC: Case Summary & 11 Largest Unsecured Creditors
K-V PHARMACEUTICAL: Mulls Lawsuits Against Compounding Pharmacies

LE-NATURE'S INC: High Court Denies Dechert Bid to File Brief
L.L. MURPHREY: Court to Reconsider Rule 2004 Order
LLS AMERICA: District Judge to Hold Fraudulent Transfer Trial
MALUHIA DEVELOPMENT: Oct. 31 Deadline to Win Plan Outline Approval
MATTRESS HOLDING: Moody's Affirms B2 CFR; Rates Facilities B1

MF GLOBAL: PricewaterhouseCoopers Tries to Stop From Being Sued
MILLER BOYS: Voluntary Chapter 11 Case Summary
MOHEGAN TRIBAL: Files Statistical Report for Mohegan Sun
MOMENTIVE PERFORMANCE: Moody's Rates $1.1BB First Lien Notes 'B1'
NORTEK INC: Moody's Assigns 'Caa1' Rating to "Add-On" Notes

MOORE FREIGHT: Taps Harwell Howard as Bankruptcy Counsel
MOORE FREIGHT: Wants to Hire LTC Advisory as Financial Advisors
NATURAL PORK: U.S. Trustee Appoints 5-Member Creditors' Committee
NATURAL PORK: Panel Taps Conway MacKenzie as Financial Advisor
NATURAL PORK: Hiring Davis Brown as Corporate Counsel

NEOGENIX ONCOLOGY: Gets Final OK to Incur $3.2 Million DIP Loan
NETWORK CN: To Offer 10 Million Shares Under 2007 Incentive Plan
NORTEK INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
NORTHAMPTON GENERATING: Files Sixth Exclusivity Motion
NP OPCO: S&P Gives 'B+' Rating on $775MM Secured Credit Facility

NUANCE COMMUNICATIONS: Moody's Affirms 'Ba2' CFR; Outlook Stable
NUANCE COMMUNICATIONS: S&P Affirms 'BB-' Rating on $350MM Add-on
OBSIDIAN FINANCE: Blogger Asks 9th Circ. to Void $2.5M Verdict
OCEAN BREEZE: Can Employ Kevin M. Payne as Accountant
OCEAN BREEZE: Can Employ Robert C. Furr as Bankruptcy Counsel

OLDE PRAIRIE: Taps Golan & Christie as Bankruptcy Counsel
OLDE PRAIRIE: Has Until Oct. 19 to Propose Chapter 11 Plan
OLDE PRAIRIE: Hearing on Relief from Stay Continued Until Nov. 6
OLDE PRAIRIE: CenterPoint Withdraws Case Transfer Bid
PAIN MANAGEMENT: Clawback Suit Against Bank Survives Dismissal Bid

PARADISE VALLEY: Seeks Approval of Patten Petterman as Counsel
PARADISE VALLEY: Hiring Holmes & Turner as Accountants
PATRIOT COAL: Wins Round in Fight With Environmental Groups
PATRIOT COAL: Court Authorizes Limited Relief from Automatic Stay
PATRIOT COAL: Committee Can Retain Epiq as Information Agent

PATRIOT COAL: MMD Claim of $43,599 Transferred to Sierra Liquidity
PATRIOT COAL: Creditors Committee Proposes Mesirow as Advisor
PEMCO WORLD: WARN Claimants Want Case Converted to Chapter 7
PEREGRINE FINANCIAL: Forex, Metals Clients to Sue Over Funds
PICCADILLY RESTAURANTS: Sec. 341 Creditors Meeting Set for Oct. 30

PINNACLE AIRLINES: DCPA to Support Quest to Maintain Standards
POTOMAC SUPPLY: Hearing on Chapter 7 Case Conversion Today
RADIAN GROUP: S&P Raises ICR to 'CCC+' After Criteria Revision
RADIO SYSTEMS: S&P Affirms 'B-' Corp. Credit Rating; Outlook Pos
RAHA LAKES: Sec. 341 Creditors' Meeting Set for Nov. 5

RG STEEL: Pinney Dock Granted Relief from Automatic Stay
RG STEEL: Plan Filing Period Extended Until Jan. 26
RG STEEL: Stipulation on Remaining Contingent Obligations Approved
RICH GLOBAL: Faces US$24MM Lawsuit From NY Awards Learning Annex
RITZ CAMERA: Hilco StreamBank to Sell Core IP Assets

ROSETTA GENOMICS: Expands Management Team with CMO and CSO
RUDEN MCCLOSKY: Law Firm Liquidates With 5% Recovery
SAND TECHNOLOGY: AMF Revokes Cease Trade Order
SANTEON GROUP: Reports $1,232 Net Income in Second Quarter
SAYLOR'S WATCH: Case Summary & 5 Unsecured Creditors

SCRUBS CAR: Case Summary & 9 Unsecured Creditors
SEARS HOLDINGS: Closes Separation of Hometown, Outlet Businesses
SECURITY NATIONAL: Units Seek Ch. 11 Vote With New Disclosure
SHILO INN: Plan Confirmation Hearing Scheduled for Dec. 13
SIERRA INDUSTRIAL: Voluntary Chapter 11 Case Summary

SIONIX CORP: Issues $100,000 Convertible Redeemable Note
SMART & FINAL: S&P Puts 'B' CCR on Watch Neg on Acquisition Plan
SOLYNDRA LLC: Defends Ch. 11 Plan Against IRS Objection
SOLYNDRA LLC: Seeks Treble Damages Against Chinese Solar Makers
SOUTHERN PRODUCTS: Delays Form 10-Q for Aug. 31 Quarter

SOUTHAMPTON BRICK: Lessor Fails to Disqualify Debtor's Counsel
SPRINT NEXTEL: Moody's Reviews B1 Corp. Family Rating for Upgrade
SPRINT NEXTEL: S&P Keeps 'B+' CCR on Watch on Softbank Acquisition
STRATEGIC AMERICAN: Attains Majority Independent Board
TANDEM SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors

TERVITA CORP: Moody's Rates US$290MM Sr. Unsecured Notes 'Caa2'
TERVITA CORP: S&P Gives 'CCC+' Rating on $290MM Unsecured Notes
TEXAS RANGERS: Ex-Owner Blasts JPMorgan Expert in Bad Deal Suit
VAREL INTERTNATIONAL: S&P Assigns 'B-' Corp. Credit Rating
VERTIS HOLDINGS: Wins Interim Approval for $150 Million Loan

* Sanctions Upheld Against Lawyer Who Gave Judge Bottle of Wine
* Moody's Says Money Market Funds Responds to Low Yields

* Military Spending Cuts Spur Defense Firm Consolidation

* Upcoming Meetings, Conferences and Seminars

                            *********

146 FEN: Case Summary & 3 Unsecured Creditors
---------------------------------------------
Debtor: 146 Fen, LLC
        c/o Martin Jacobs
        100-A Broadway, Suite 449
        Brooklyn, NY 11249

Bankruptcy Case No.: 12-47236

Chapter 11 Petition Date: October 12, 2012

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.com

Scheduled Assets: $1,380,000

Scheduled Liabilities: $1,953,000

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb12-47236.pdf

The petition was signed by Samuel Jacobowitz, managing member.


26 PALMS: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 26 Palms Delaware, LLC
        c/o 4750 N. Oracle Road, Suite 210
        Tucson, AZ 85705

Bankruptcy Case No.: 12-22498

Chapter 11 Petition Date: October 12, 2012

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Lowell E. Rothschild, Esq.
                  MESCH, CLARK & ROTHSCHILD, P.C.
                  259 N. Meyer Ave.
                  Tucson, AZ 85701
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  E-mail: ecfbk@mcrazlaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Ebby Shakib, managing member of 26
Palms, LLC.


4KIDS ENTERTAINMENT: Court Approves Chikol Equities as Advisor
--------------------------------------------------------------
4Kids Entertainment, Inc., and its affiliated debtors sought and
obtained approval from the U.S. Bankruptcy Court to employ Chikol
Equities, Inc., as financial and restructuring advisor.

The firm will, among other things:

  (a) review management's current and future projections as to
      earnings and cash flow;

  (b) review historical results against prior budgets and business
      plans as illustrated by the reviewed management group and
      plan; and

  (c) review how the planned revenue and margin assumptions are
      impacted by volume, price, location and mix.

The Debtors are authorized to make payments to Chikol for
compensation and reimbursement of expenses as set out in the
engagement letter; provided, however, that a $10,000 retainer
provided to the firm will be subject to disgorgement in accordance
with the Bankruptcy Code.

                   Asset Sale & Liquidation Plan

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.

In June 2012, the Debtor obtained approval to sell the business
for $15 million to two buyers.  An affiliate of Tokyo-based Konami
Corp. purchased the licenses for the Yu-Gi-Oh! animated television
programs.  Kidsco Media Venture LLC, affiliated with Saban Capital
Group Inc., bought the programming agreement with the CW Network
LLC.  The eventual sale represented a $3.2 million improvement
over the $11.8 million bid Saban made for all the assets at
auction.

On Oct. 5, 4Kids filed a liquidation plan and disclosure statement
that will govern the distribution of the sale proceeds to
creditors.  There's a hearing Oct. 30, 2012, at 2:00 p.m. to
consider approval of the disclosure statement explaining the Plan.

The Plan contemplates, generally:

    * Payment in full, in cash, of administrative claims estimated
      to total $4.11 million, priority claims totaling $6,000,
      secured claims, other priority claims and general unsecured
      claims totaling $6.25 million;

    * Preservation of the parent's common stock;

    * Simplification of 4Kids' organizational chart, including the
      dissolution of certain Debtors;

    * Reinstatement of certain intercompany claims and certain
      intercompany interests; and

    * Discharge of all other claims without recovery and
      cancellation of all other interests.

Chikol Equities, Inc., the restructuring advisor, estimates the
Reorganized Debtors' enterprise value to be between $9.0 million
(or $0.65 per share) to $10.1 million (or $0.74 per share), with a
midpoint of $9.5 million (or $0.69 per share) as of Oct. 4, 2012.
Holders of 13,714,992 shares outstanding issued by 4Kids will
recover $0.69 per share under the Plan, compared with $0.24 per
share in a Chapter 7 liquidation.

According to Bloomberg News, Dec. 13 is the projected date for the
hearing to confirm the plan.

                     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.


4KIDS ENTERTAINMENT: Court OKs Pepper Hamilton as Tax Counsel
-------------------------------------------------------------
4Kids Entertainment, Inc., and its affiliates sought and obtained
approval from the U.S. Bankruptcy Court to Pepper Hamilton LLP and
its affiliated law practice entities as special tax counsel.

Todd Reinstein, a member of Pepper Hamilton, attests that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                   Asset Sale & Liquidation Plan

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.

In June 2012, the Debtor obtained approval to sell the business
for $15 million to two buyers.  An affiliate of Tokyo-based Konami
Corp. purchased the licenses for the Yu-Gi-Oh! animated television
programs.  Kidsco Media Venture LLC, affiliated with Saban Capital
Group Inc., bought the programming agreement with the CW Network
LLC.  The eventual sale represented a $3.2 million improvement
over the $11.8 million bid Saban made for all the assets at
auction.

On Oct. 5, 4Kids filed a liquidation plan and disclosure statement
that will govern the distribution of the sale proceeds to
creditors.  There's a hearing Oct. 30, 2012, at 2:00 p.m. to
consider approval of the disclosure statement explaining the Plan.

The Plan contemplates, generally:

    * Payment in full, in cash, of administrative claims estimated
      to total $4.11 million, priority claims totaling $6,000,
      secured claims, other priority claims and general unsecured
      claims totaling $6.25 million;

    * Preservation of the parent's common stock;

    * Simplification of 4Kids' organizational chart, including the
      dissolution of certain Debtors;

    * Reinstatement of certain intercompany claims and certain
      intercompany interests; and

    * Discharge of all other claims without recovery and
      cancellation of all other interests.

Chikol Equities, Inc., the restructuring advisor, estimates the
Reorganized Debtors' enterprise value to be between $9.0 million
(or $0.65 per share) to $10.1 million (or $0.74 per share), with a
midpoint of $9.5 million (or $0.69 per share) as of Oct. 4, 2012.
Holders of 13,714,992 shares outstanding issued by 4Kids will
recover $0.69 per share under the Plan, compared with $0.24 per
share in a Chapter 7 liquidation.

According to Bloomberg News, Dec. 13 is the projected date for the
hearing to confirm the plan.

                     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.


A&S GROUP: Files Schedules of Assets and Liabilities
----------------------------------------------------
A&S Group, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Georgia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $10,278,149
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,387,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $194,367
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $12,998,727
                                 -----------      -----------
        TOTAL                    $10,278,149      $17,580,095

                          About A&S Group

Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite
Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
12-72662) in Atlanta, on Sept. 9, 2012.  The Debtor is an importer
and distributor of decorative ceramic tile and mosaics, and
natural stone products, most of which are used for wall and floor
applications and counter and table tops in residential and
commercial properties.  The Debtor's customer base includes local,
regional and national retailers, home centers, developers and
retailers.

Judge Wendy L. Hagenau oversees the case.  The Law Office of A.
Keith Logue, Esq., serves as the Debtor's counsel.  The Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Sami Durukan, president.


A123 SYSTEMS: Electic Car Battery Maker Files Bankruptcy
--------------------------------------------------------
A123 Systems Inc., a maker of electric car batteries, sought
Chapter 11 bankruptcy protection on Oct. 16 in U.S. Bankruptcy
Court in Wilmington, Delaware, armed with a deal to sell its auto-
business assets to Johnson Controls Inc.  The deal with JCI is
valued at $125 million, and subject to higher offers at a
bankruptcy auction.

WSJ also relates JCI is providing A123 with $72.5 million of
debtor-in-possession financing.

Patrick Fitzgerald, Mike Ramsey, Mike Spector and Ryan Tracy,
writing for The Wall Street Journal, report that A123 scrapped a
plan to sell an 80% stake to Chinese auto-parts maker Wanxiang
Group Corp.  That deal had encountered opposition from U.S.
lawmakers concerned about the transfer of American taxpayer
dollars and technology to China.

WSJ notes a sale to JCI won't need approval from the Committee on
Foreign Investment in the United States.

According to WSJ, A123 Systems received a federal grant of $249
million from the Obama administration and $358 million in start-up
funding.  WSJ also notes A123 raised about $380 million in a 2009
initial public offering.

WSJ also reports A123, while in bankruptcy, plans to continue
running units that make batteries for power tools, electric
utilities and government and defense applications and seek buyers
for them.

WSJ says A123's bankruptcy provides fodder for Republican
presidential challenger Mitt Romney to continue attacking the
president for his financial support of renewable-energy firms.

"In an emerging industry, it's very common to see some firms
consolidate with others as the industry grows and matures," Dan
Leistikow, the Department of Energy's director of public affairs,
wrote in a blog post Tuesday, according to the report.

WSJ also relates Pin Ni, Wanxiang America's president, said the
company's "goal and interest" in the battery maker "remains the
same."

A source close to the case told WSJ that while the bankruptcy
filing caught some by surprise, its political ramifications were
on the minds of those close to the company but more of an
"unspoken" concern and not discussed explicitly in meetings.  That
person told WSJ A123 and its advisers didn't discuss trying to
delay the filing because of Tuesday night's presidential debate or
any other political considerations.  The person also said that, in
the end, A123 had to file when it did because a $2.8 million debt
payment came due Tuesday and it was running low on cash, this
person said.  Had the company waited, it would have risked not
having enough cash to run an auction and possibly need to
liquidate, the person said.

According to WSJ, Dan Borgasano, a spokesman for A123, said the
agreement with Wanxiang required approval from CFIUS but declined
to provide any further details related to that review.

WSJ recounts that A123 in August entered into a $75 million loan
deal with the U.S. unit of Wanxiang Group as part of a proposed
$465 million investment deal.  But because certain closing
conditions, including A123's liquidity falling below operational
levels, didn't occur, only $22.5 million of the loan amount has
been funded.

On Oct. 9, the report continues, Sens. Charles Grassely (R, Iowa)
and John Thune (R, S.D.) wrote to A123, asking for information
about the deal with Wanxiang and whether any U.S. companies
expressed interest investing in the company.

Kate Linebaugh, writing for WSJ's Corporate Intelligence, says
among the losers in A123's Chapter 11 filing is General Electric.
According to Ms. Linebaugh, GE made seven investments in A123
before its 2009 IPO, totaling $70 million, and GE's research head
Mark Little sits on A123's board.  GE Asset Management Inc. is
listed as the company's second biggest holder, with a 4.32% stake,
according to LionShares.com.

Ms. Linebaugh says GE declined to comment on the bankruptcy filing
Tuesday.  In April 2009, at the time of GE's seventh investment in
A123, GE CEO Jeff Immelt commended A123 for its technical and
engineering breakthroughs in adapting lithium ion technology to
commercial applications.

According to Ms. Linebaugh, GE's investment in A123 stock will
likely be wiped out in the bankruptcy process.  As A123 noted in a
regulatory filing: "Typically, the common stock of a company in
Chapter 11 is cancelled upon its emergence from the reorganization
process and stockholders usually receive no value for any common
stock they still hold at that time."

Ms. Linebaugh says the loss isn't meaningful for GE, which
reported $147 billion in revenue last year, but it does bring
another dose of reality to GE's "Ecomagination" initiative to
develop environmentally friendly products and services.


ADAMS PRODUCE: Creditor Asks Court to Convert or Dismiss Case
-------------------------------------------------------------
Creditor Alex Kontos Fruit Company, Inc., asks the U.S. Bankruptcy
Court for the Northern District of Alabama to dismiss or convert
Adams Produce Company, LLC's Chapter 11 case to one under Chapter
7 of the Bankruptcy Code because there is continuing loss to and
diminution of the estate.  In addition, there is no reasonable
likelihood that the Debtor's operations can be rehabilitated, the
Debtor claims.

According to Alex Kontos, the Debtors' cessation of operations
effectively and completely forestalls any reorganization as a
going concern and provides the additional proof needed to support
a conversion or dismissal for cause.  In addition, Alex Kontos
says there really are no unusual circumstances present to warrant
this case remaining a case under Chapter 11.

"At this point it is becoming increasingly doubtful that there
will be any payout to the unsecureds.  To continue down this path
will only serve to increase administrative expenses without any
real benefit to anyone other than the professionals hired in this
case."

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce disclosed 19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under
a term loan, $1.35 million under a real estate loan, and
$3.4 million under a revolver.  The Debtors are also indebted
$2 million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.

Brian R. Walding, Esq., at Walding LLC, in Birmingham, Alabama,
represents the Ad Hoc Committee of Non-Insider Employees as
counsel.


ADAMS PRODUCE: Plan Filing Period Extended Until Nov. 15
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
extended Adams Produce Company, LLC, and Adams Clinton Business
Park, LLC's exclusive periods to file a plan and to solicit
acceptances of that plan until Nov. 15, 2012, and Jan. 14, 2013,
respectively.

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce disclosed 19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under a
term loan, $1.35 million under a real estate loan, and
$3.4 million under a revolver.  The Debtors are also indebted
$2 million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.

Brian R. Walding, Esq., at Walding LLC, in Birmingham, Alabama,
represents the Ad Hoc Committee of Non-Insider Employees as
counsel.


ALAEDIN & MAJDI: Updated Case Summary & Creditors' Lists
--------------------------------------------------------
Lead Debtor: Alaedin & Majdi Investments, Inc.
             3105 W Bay to Bay Blvd.
             Tampa, FL 33629-7211

Bankruptcy Case No.: 12-15576

Chapter 11 Petition Date: October 12, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtors' Counsel: Alberto F Gomez, Jr., Esq.
                  MORSE & GOMEZ, PA
                  119 S. Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  E-mail: algomez@morsegomez.com

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

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

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Shiraz Investments, LLC                12-15577
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Alaedin Falasiri, director/managing
member.

A. A copy of Alaedin & Majdi Investments' list of its eight
largest unsecured creditors is available for free at
http://bankrupt.com/misc/flmb12-15576.pdf

B. A copy of Shiraz Investments' list of its seven largest
unsecured creditors is available for free at
http://bankrupt.com/misc/flmb12-15577.pdf


ALLIANCE 2009: Files List of Top 11 Unsecured Creditors
-------------------------------------------------------
Alliance 2009, LLC, submitted a new list of top largest unsecured
creditors.  Lattimore Black, Housekeeping Maintenance Systems and
Gary Kratts were added to the list of creditors.


   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Natixis Private Banking            --                   $1,199,836
51 Avenue J.F. Kennedy
L-1855 Luxembourg

Johnston Financial Services        --                     $145,000
1795 Alysheba Way, Suite 5201
Lexington, KY 40509

Kennerly Montgomery & Finley       --                      $59,746
P.O. Box 442
Knoxville, TN 37901

Forsyth County Tax Collector       --                      $22,043

Virginia Department of Taxation    --                       $7,510

A & W Pressure                     --                       $3,600

Lattimore Black                    --                       $2,150

Housekeeping Maintenance Systems   --                       $1,805

Commercial Property Maintenance    --                         $600

VSC Fire and Security Inc.         --                         $500

Gary Kratts                        --                         $194

                        About Alliance 2009

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

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


ALLIED SYSTEMS: Implementing Key Employee Retention Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Allied Systems Holdings, Inc., et al., to implement their key
employee retention plan.

The Court also authorized the Debtors to file documents in
connection with the key employee retention plan under seal.

As reported in the TCR on Sept. 26, 2012, the retention plan
covers 79 key non-insider employees that work for various of the
Debtor entities in both the U.S. and Canada.  Participants in the
Retention Plan will receive a lump sum bonus payment equivalent to
15% of such participant's annual base salary to the extent that
each participant remains in the Debtors' employ (a) through and
including the Effective Date of a Chapter 11 Plan, or (b) the
participant incurs a "qualifying termination of employment" prior
to that time.  A qualifying termination of employment includes by
reason of the death or disability of the participant, by reason of
a Partial Sale of the Debtors' business or a termination of the
participant's employment without cause.  The Debtors estimate that
the aggregate potential payout under the retention plan is
$799,524.

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

                        About Allied Systems

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

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

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

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

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

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

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

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


AMERICAN ARCHITECTURAL: Can Use Cash Collateral Until Nov. 11
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
continued until Nov. 6, 2012, at 11 a.m., the hearing to consider
American Architectural, Inc., and Advanced Acquisitions, LLC's
request to use cash collateral.

In the Court's fourth interim cash collateral order dated Oct. 9,
2012, the Debtors are authorized to use the cash collateral to pay
payroll obligations from Sept. 24, 2012, until Nov. 11.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will make adequate protection
payments to Univest Bank and Trust Company and grant replacement
liens (to the extent of and of the same priority as their
respective prepetition security interests and liens in and on the
respective assets of the Debtors).

                 About American Architectural and
                       Advanced Acquisitions

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

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

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

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

American Architectural disclosed $9,754,802 in assets and
$12,374,32 in liabilities while Advanced Acquisitions disclosed
$3,874,952 in assets and $2,912,684 in liabilities as of the
Petition Date.

The Official Committee of Unsecured Creditors tapped Pepper
Hamilton LLP as its counsel.


AMERICAN AIRLINES: Wins OK to Sell Ariz. Building to Freeport
-------------------------------------------------------------
American Airlines Inc. received a go-signal from the Court to sell
an office building to Freeport-McMoRan Corp.

The property, a single-story, 85,000-square-foot building in
Tucson, Arizona, was previously used by the company as
reservations call center.

Under the deal, Freeport-McMoRan agreed to purchase the property
for $5.1 million.  The agreement would be terminated if American
Airlines failed to get court approval by November 15.

American Airlines is required under the terms of the agreement to
pay 3% of the sale price or $153,000 to its broker PICOR
Commercial Real Estate Services as well as to Freeport-McMoRan's
broker.

                      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: Has Green Light to Buy 5 Add'l Boeing Planes
---------------------------------------------------------------
Judge Sean Lane gave American Airlines Inc. the go-signal to
purchase from The Boeing Co. five Boeing 737-800 aircraft and one
Boeing 777-300 aircraft.

The bankruptcy judge also authorized the company to implement a
sale and simultaneous leaseback of the aircraft with Avolon
Aerospace Leasing Ltd.

The aircraft are scheduled to be delivered to American Airlines
between November 2012 and March 2013, according to court filings.

Matthew Landess, managing director at the financial advisory firm
SkyWorks Capital LLC, said American Airlines selected the bid from
Avolon as the "best bid" for the aircraft based on the net
proceeds to be received, the proposed lease terms and other
economic terms.

Since November 29, 2011, American Airlines has sought and
obtained permission from Judge Peck to purchase 36 aircraft from
Boeing and enter into sale and leaseback transactions with
respect to the purchased aircraft.

                      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: Wins Approval of Grant Thornton as Consultant
----------------------------------------------------------------
AMR Corp. won court approval to hire Grant Thornton LLP as its
consultant.  Grant Thornton will provide valuation services,
which include research and data gathering and the estimation of
fair values of certain assets and liabilities.  The firm will
also assist AMR in the identification of assets and liabilities
requiring opinions of fair value.

Grant Thornton will be paid on an hourly basis and will be
reimbursed for its work-related expenses.  The hourly rates are:

   Professionals                  Hourly Rates
   -------------                  ------------
   Partner & Managing Director        $510
   Director                           $485
   Senior Manager                     $400
   Manager                            $335
   Senior Associate                   $255
   Associate                          $215

The firm does not hold or represent interest adverse to AMR
estates, and is a "disinterested person" under Section 101(14) of
the Bankruptcy Code, according to a declaration by Joseph
DiSalvatore, managing director at Grant Thornton.

                      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: Skyworks Providing Additional Services
---------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan authorized SkyWorks
Capital LLC to provide additional services to American Airlines
Inc.

SkyWorks will provide advisory services in connection with
American Airlines' efforts to evaluate certain portions of a
purchase agreement with an original equipment manufacturer
pursuant to an agreement dated September 5, 2012.  A copy of the
agreement is available without charge at:

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

The firm will also provide advisory services in connection with
the company's efforts to negotiate a separate purchase agreement
with an original equipment manufacturer as part of an aircraft
order pursuant to an engagement agreement also dated September 5,
2012.  The agreement is available without charge at:

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

                      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: Extends 1% Capacity Cut to Nov. 14
-----------------------------------------------------
American Airlines Inc. said its 1% reduction in capacity will be
extended through the first 14 days of November because its on-
time arrival rate has not improved enough, according to an
October 11 report by Bloomberg News.

Based on a daily schedule of 3,500 flights, the cuts mean the
elimination of about 35 trips a day.

American Airlines initially trimmed flight and seat capacity by
1% to 2% in mid-September through October as its on-time arrival
rate tumbled to less than 50%.  The delays occurred after the
airline imposed concessions on pilots and began notifying
mechanics of layoffs, Bloomberg reported.

                      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).


ANDERSON NEWS: Time, Others Warn Supreme Court of Twiqbal Threat
----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that magazine publishers
including Time Inc. asked the U.S. Supreme Court on Tuesday to
overturn an appeals court ruling that kept alive a bankrupt
wholesaler's antitrust suit, arguing the decision threatens to
unravel tougher pleading standards in the landmark Twombly and
Iqbal cases.

The publishing companies said in a petition that the Supreme Court
should hear the case, which alleges they hatched an illegal plan
to drive Anderson News LLC out of business, Bankruptcy Law360
relays.

                        About Anderson News

Anderson News LLC is a sales and marketing company for books and
magazines.  Anderson News ceased doing business in February 2009,
and was the subject of an involuntary bankruptcy filing (Bankr. D.
Del. 09-_____) on March 2, 2009, on which an order for relief was
entered on Dec. 30, 2009.  The publishing companies claimed that
Anderson News owes them a combined $37.5 million.  Anderson News
converted the case to a voluntary chapter 11 case on the same day.


ARCAPITA BANK: Creditors' Committee May File Plan After Dec. 15
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Arcapita Bank BSC creditors' committee tied the
Bahrainian investment bank up in knots over the timing and method
for emerging from the Chapter 11 reorganization begun in March.

According to the report, to move ahead with a reorganization plan
based on a new equity investment, Arcapita must locate a new
investor who deposits $250 million in cash or letter of credit by
Nov. 1.  Absent the required deposit, an order signed by the
Manhattan bankruptcy judge on Oct. 12 requires Arcapita to abandon
the idea of reorganization and negotiate exclusively with the
official creditors' committee on a plan entailing "an orderly
wind-down of their businesses and assets."

The report relates that the order by U.S. Bankruptcy Judge Sean H.
Lane requires using at least 75% of the $250 million for
distribution to unsecured creditors under a Chapter 11 plan.

The report notes that regardless of whether Arcapita obtains the
$250 million, the exclusive right to file a plan will end on
Dec. 15.  Although the committee could file a plan after Dec. 15,
Arcapita will have the exclusive right to solicit acceptances
until Feb. 12.  Arcapita can seek an extension of the Feb. 12
deadline.  Before the dispute over exclusivity, Arcapita promised
to file a plan by mid-December containing alternatives with a
preferred exit from bankruptcy via a new equity investment.

According to Bloomberg, otherwise, Arcapita said the plan would
provide for what the bank calls a "managed disposition and
distribution of the debtors' assets."

                        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.


AUTO CARE: Files Schedules of Assets and Liabilities
----------------------------------------------------
Auto Care Mall of Fremont, Inc., filed with the Bankruptcy Court
for the Northern District of California its schedules of assets
and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,400,000
  B. Personal Property            $6,000,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,105,135
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $13,910
                                 -----------      -----------
        TOTAL                    $13,400,000      $11,119,045

                  About Auto Care Mall of Fremont

Auto Care Mall of Fremont, Inc., in San Jose, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-56050)
on Aug. 15, 2012.  Judge Stephen L. Johnson presides over the
case.  The Law Office of Patrick Calhoun, Esq., serves as the
Debtor's counsel.  The petition was signed by Gina Baumbach, vice
president.

On May 18, 2012, at the behest of the secured lender, Bank of
Marin, the Alameda County Superior Court of the State of
California appointed Susan L. Uecker as receiver to the Debtor's
real property commonly known as 40851-40967 Albrae Street, in
Fremont, California.  The Superior Court appointed the receiver to
address the Debtor's mismanagement and misappropriation of the
bank's cash collateral.

The property is improved with four single story warehouse
buildings totaling 38,226 square feet and is occupied exclusively
with auto service related businesses.  The property consists of
15 units, three of which are currently vacant.  The property
generates monthly rents totaling roughly $34,492 in addition to
common area maintenance charges totaling $8,235.

According to Bank of Marin, the Debtor owes the bank roughly
$6.5 million under two prepetition promissory notes.  The Debtor's
Schedule D identifies a judgment lien against the property held by
Bank of America to secure a $6 million claim scheduled by the
Debtor as a non-contingent, liquidated, and undisputed held by
Bank of America.   The Debtor's Schedules D identifies non-
contingent, liquidated and undisputed claims totaling $11.105
million that encumber the property, which the Debtor values at
$7.4 million.


BAKERS FOOTWEAR: Hiring Bryan Cave as Restructuring Counsel
-----------------------------------------------------------
Bakers Footwear Group, Inc., filed papers in Court seeking formal
approval to employ Bryan Cave LLP as its general restructuring
counsel, as well as to provide advice and counsel regarding
corporate, employment, employee benefits, finance, real estate,
securities, tax, and other matters.

Bryan Cave has represented the Debtor for more than 10 years as
its outside general corporate and securities counsel.  Bryan Cave
also represented the Debtor in connection with its recent secured
financing facility provided by the Debtor's lender, Crystal
Financial LLC.

"Little purpose would be served, and unnecessary expense,
duplication of effort, and delay would undoubtedly result, if
substitute counsel were retained to address issues previously
handled by Bryan Cave," said Peter A. Edison, the Debtor's
Chairman and CEO.

Brian C. Walsh, Esq., a partner at the firm, attests that Bryan
Cave does not hold or represent any interest adverse to the
Debtor's estate; Bryan Cave is a "disinterested person" as that
phrase is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code; and Bryan
Cave's employment is necessary and in the best interests of the
Debtor's estate.

Other Bryan Cave lawyers who will be working on the case are David
M. Unseth, Esq,. and Laura Uberti Hughes, Esq., from the law
firm's St. Louis, Missouri offices.

On Oct. 5, the Court issued a temporary order approving the firm's
engagement.  There's a final hearing Oct. 31 on the Debtor's
employment request.

Hourly rates for Bryan Cave's professionals based in St. Louis,
which are subject to adjustment from time to time, presently are:

         Partners and Counsel     $390 to $785 per hour
         Associates               $200 to $420 per hour
         Legal Assistants         $150 to $250 per hour

Bryan Cave received a $275,000 retainer from the Debtor in several
installments, beginning on Aug. 23, 2012.  Prior to the Chapter 11
filing, Bryan Cave applied the retainer against invoices for
attorneys' fees and expenses incurred on or after the date on
which Bryan Cave received the first retainer installment.  Bryan
Cave also received an additional retainer of $400,000 from the
Debtor on Occt. 2.  Bryan Cave will hold these funds in its client
trust account as security for the fees and expenses that may be
awarded to it in this case.

From Oct. 1, 2011, through the Petition Date, Bryan Cave received
$418,490.10 in payment of professional fees and expenses provided
by Bryan Cave to the Debtor.  Of this amount, $225,253.85 was paid
for services rendered or to be rendered in contemplation of or in
connection with the Chapter 11 case.

As of the Petition Date, Bryan Cave was owed $335,067.81 by the
Debtor for attorneys' fees and expenses incurred before Aug. 23,
2012, the date on which Bryan Cave received the first retainer
installment from the Debtor, and $16,875.53 for attorneys' fees
and expenses incurred on or after Aug. 23, 2012 that were not
covered by Bryan Cave's $275,000 retainer.

Bryan Cave has agreed to waive its claim against the Debtor for
attorneys' fees and expenses that were incurred and unpaid as of
the Petition Date.

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

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

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.


BAKERS FOOTWEAR: Can Tap Donlin Recano as Claims & Noticing Agent
-----------------------------------------------------------------
Bakers Footwear Group, Inc., won Bankruptcy Court authority to
employ Donlin, Recano & Company, Inc., as its claims, noticing,
and balloting agent.

Prior to the Chapter 11 filing, the Debtor paid DRC a $15,000
retainer.

Pursuant to 28 U.S.C. Sec. 156(c), the Court is authorized to
utilize facilities other than the Clerk's Office for the
administration of bankruptcy cases, including such matters as
giving notice of hearings and orders filed in the Chapter 11 case,
the meeting of creditors pursuant to Section 341 of the Bankruptcy
Code and claims bar dates, and providing record keeping and claims
docketing assistance.

In addition, under Bankruptcy Rule 2002(f), the Court may direct
that a person other than the Clerk of the Court give notice of the
various matters described therein.  Thus, pursuant to Bankruptcy
Rule 2002(f), the Debtor believes it is necessary and in the best
interests of its creditors and estate to engage DRC to act as
outside agent to the Clerk's Office in order to assume full
responsibility for, among other things, distribution of notices
and proof of claim forms in the Chapter 11 case.  In addition, in
connection with any plan proposed by the Debtor, the Debtor has
determined that it will require the services of DRC to act as
solicitation agent with respect to, inter alia, the mailing of the
Debtor's disclosure statement, the plan and ballots and
maintaining and tallying ballots in connection with the voting on
such plan.

The Debtor anticipates that there will be thousands of individuals
and entities that the Debtor will be required to serve with the
various notices, pleadings, and other documents filed in this
Chapter 11 case.  In consideration of the number of anticipated
claimants and other parties-in-interest, the Debtor said the
appointment of DRC will expedite the distribution of notices and
relieve the Clerk's Office of the administrative burden of
processing such notices.

Colleen McCormick, Chief Operations Officer of DRC, said DRC is
not connected with the Debtor, its creditors, the Office of the
United States Trustee for the Eastern District of Missouri, or any
person employed by the Office of the United States Trustee for the
Eastern District of Missouri.  DRC represented to the Debtor that
it neither holds nor represents any interest adverse to the
Debtor's estate on matters for which it is to be retained or
employed and that it is a "disinterested person" as referenced in
Section 327(a) of the Bankruptcy Code and as defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b) of
the Bankruptcy Code.

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

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

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.


BAKERS FOOTWEAR: Alliance Management to Serve as Financial Advisor
------------------------------------------------------------------
Bakers Footwear Group, Inc., sought and obtained interim authority
to employ the firm of Alliance Management as its financial
advisor.

Alliance has acted as the Debtor's financial and restructuring
advisor prior to the Petition Date in connection with the Debtor's
restructuring.

James Cullen, management consultant with BGA Management LLC, doing
business as Alliance Management, attests the firm does not hold or
represent any interest adverse to the Debtor's estate; Alliance is
a "disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b) of
the Bankruptcy Code; and Alliance's employment is necessary and in
the best interests of the Debtor's estate.

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

         James Cullen             $450 per hour
         Michael Knight           $460 per hour
         Alex Smith               $375 per hour
         Chris Tomas              $375 per hour
         Steve Murray             $375 per hour
         David Burke              $325 per hour
         Brock Kline              $250 per hour
         Justin Pugh              $250 per hour
         Deb Cramer               $175 per hour

Prior to the petition date, the firm received $365,000 in the
aggregate from the Debtor as retainer.

Alliance is not owed any amount from the Debtor for pre-petition
fees and expenses.

The Court will hold a final hearing on the request on Oct. 31.

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

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

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.


BELLWEST HOLDINGS: U.S. Trustee Unable to Form Creditors Committee
------------------------------------------------------------------
The United States Trustee advises the U.S. Bankruptcy Court that a
Committee under 11 U.S.C. Sec. 1102 has not been appointed because
an insufficient number of persons holding unsecured claims against
the debtor have expressed interest in serving on a committee.  The
UST reserves the right to appoint such a committee should interest
develop among the creditors.

Bellwest Holdings LLC, owner of a property in Surprise, Arizona,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20126) on
Sept. 10, 2012, in Tucson.  The Debtor, a single asset real estate
under 11 U.S.C. Sec. 101 (51B), estimated assets and debts of
$10 million to $50 million in the petition.

Bankruptcy Judge Eileen W. Hollowell presides over the case.  Eric
Slocum Sparks, Esq., at Eric Slocum Sparks PC, in Tucson, Ariz.,
serves as counsel.


BELLWEST HOLDINGS: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Bellwest Holdings LLC filed with the U.S. Bankruptcy Court for the
District of Arizona a list of its 20 largest unsecured creditors,
disclosing:

  Name of creditor              Nature of Claim            Amount
  ----------------              ---------------            ------
Wells Fargo                                            $9,700,000
P.O. Box 200658
Dallas, TX 75320-0658

Allied Waste Services, Inc.          Trade Debt           Unknown

Arizona American Water               Trade Debt           Unknown

Arizona Dept. of Revenue                                  Unknown

Benson Security Systems              Trade Debt           Unknown

Burns Pest Elimination, Inc.         Trade Debt           Unknown

Cascade Mechanical Inc.              Trade Debt           Unknown

Deca Southwest                       Trade Debt           Unknown

Don Bettett & Associates Inc.        Trade Debt           Unknown

Elements of Cooling & Heating LLC    Trade Debt           Unknown

Fireman's Fund                       Trade Debt           Unknown

Ground Breaking Landscapes           Trade Debt           Unknown

High Desert Glass                    Trade Debt           Unknown

Holm Wright Hyde & Hays Plc          Trade Debt           Unknown

Homes and Son Construction           Trade Debt           Unknown

Internatinal Revenue Service                              Unknown

JC's Glass Llc                       Trade Debt           Unknown

Kathy Rudolph d/b/a Catcus Quilts    Trade Debt           Unknown

Kohl Fiarri                          Trade Debt           Unknown

Maricopa County Treasurer's Office                        Unknown

Bellwest Holdings LLC, owner of a property in Surprise, Arizona,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20126) on
Sept. 10, 2012, in Tucson.  The Debtor, a single asset real estate
under 11 U.S.C. Sec. 101 (51B), estimated assets and debts of $10
million to $50 million in the petition.

Bankruptcy Judge Eileen W. Hollowell presides over the case.  Eric
Slocum Sparks, Esq., at Eric Slocum Sparks PC, in Tucson, Ariz.,
serves as counsel.


BERNARD L. MADOFF: Trustee Asks Bankr. Judge to Decide on Interest
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether customers of Bernard L. Madoff Investment
Securities Inc. have their claims increased to reflect how long
they invested in the Ponzi scheme is a process that formally began
at the end of last week.

According to the report, Madoff trustee Irving Picard filed papers
on Oct. 12 asking the U.S. bankruptcy judge to rule that customer
claims are strictly a function of cash invested less cash taken
out, without any adjustment for interest or the length of time
someone was a Madoff investor.  Some customers have been arguing
since the liquidation began in 2008 that the cash in-cash out
method disadvantages customers who invested the longest.

The report relates that the U.S. Court of Appeals previously
upheld Mr. Picard's calculation methodology pegging a customer's
claim to cash in less cash taken out.  The appeals court left the
lower courts to decide later if there should be an adjustment for
time-value of money.  Under a schedule laid down in early
September by U.S. Bankruptcy Judge Burton R. Lifland, customers
wanting interest on their claims must file papers by Nov. 12.  Mr.
Picard can serve another set of papers by Dec. 18.  Judge Lifland
will hold a hearing on Jan. 10.

The report notes that U.S. District Judge Jed Rakoff decided
several times already that the interest question won't be taken
away from Judge Lifland.  Mr. Picard said in his papers that the
"plain language" of the Securities Investor Protection Act doesn't
allow inclusion of an interest factor on customer claims.  Mr.
Picard left open the possibility that customers might have general
unsecured claims for interest, fraud and misrepresentation if
so-called customer claims are fully paid.  The Madoff trustee
explained in his papers how allowing interest on customer claims
would hurt so-called net losers who took out less than they
invested.  Allowing interest would take money out of their pockets
for the benefit of so-called net winners who managed to take out
more than they invested, Mr. Picard said in his court filing.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Attorney General Makes Last Pitch to Judge
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New York Attorney General Eric Schneiderman made his
last pitch for U.S. District Judge Jed Rakoff to rule on whether
the federal district court or the bankruptcy court is the proper
forum for deciding whether the trustee for Bernard L. Madoff
Investment Securities LLC is entitled to stop a settlement with
principals for one of Madoff's main feeder funds.

According to the report, in papers filed Oct. 11, Mr. Schneiderman
said it would be "unprecedented for a federal court to enjoin the
settlement of claims by a state law enforcement agency against
non-debtors."  Madoff trustee Irving Picard sued Mr. Schneiderman
in bankruptcy court on Aug. 1 contending that New York State's top
lawyer is recovering on claims that belong to all Madoff
customers.  Mr. Schneiderman responded by seeking to have the
lawsuit transferred U.S. District Court.

The report relates that Judge Rakoff took the dispute under his
wing, similar to hundreds of other lawsuits where he has typically
ended up ruling that all or part of the suits are beyond the
competence of a bankruptcy judge.  Mr. Picard is attempting to
stop Mr. Schneiderman from completing a $410 million settlement
with a Madoff feeder-fund manager named J. Ezra Merkin.  Judge
Rakoff initially won't reach the merits of the dispute.  He first
will decide whether the suit to stop the settlement should be in
bankruptcy court or district court.  Mr. Picard is suing
Mr. Merkin for more than $500 million.  If Mr. Schneiderman is
allowed to settle, Mr. Picard contends Merkin won't have money
left to pay his claims.  Whether Mr. Picard wins ultimately will
decide who receives the $410 million from Mr. Merkin.

The report notes that if Mr. Picard prevails, he will distribute
the funds to Madoff customers, likely not including Mr. Merkin's
own investors.  The attorney general, on the other hand, earmarks
most of the $410 million for Mr. Merkin's customers.

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

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BHFS I: Court Approves Powell Coleman, Alvin Badger Employment
--------------------------------------------------------------
BHFS I LLC and its affiliates sought and obtained permission from
the U.S. Bankruptcy Court to employ certain law firms regularly
employed in the ordinary course of their business without
submission of separate employment applications and the issuance of
separate retention orders for each professional.

The ordinary course professionals and the services they provide
are:

  Law Firm                                        Service
  --------                                        -------
Powell Coleman & Arnold LLP              Real estate transactional
Principal attorney: Patrick M. Arnold
8080 N. Central Expressway, Suite 1380
Dallas, TX 75206
Telephone: (214) 373-8767
E-mail: parnold@pcallp.com

Alvin H. Badger, Esq.                    Lease disputes
6440 N. Central Expressway               and settlements
Suite 514 LB 30
Dallas, TX 75206
Telephone: (214) 521-2888
E-mail: ahbadger@gmail.com

The Debtors propose to compensate each OCP, without formal
application to the Court, 100% of fees and reimbursements to each
OCP, however, that, while the Chapter 11 cases are pending, the
fees of each OCP do not exceed $7,500 per month.

                         About BHFS I LLC

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

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

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

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

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


BHFS I: Court Approves Marvin F. Poer as Tax Consultant
-------------------------------------------------------
BHFS I LLC and its affiliates sought and obtained approval from
the U.S. Bankruptcy Court to employ Marvin F. Poer as tax
consultant.

The firm will, among other things:

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

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

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

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

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

                         About BHFS

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

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

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

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

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


BOISE CASCADE: Moody's Raises CFR to 'B1'; Rates Sr. Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned Boise Cascade, LLC's (Boise
Cascade) proposed $250 million senior unsecured notes due 2020 a
B2 rating and upgraded the company's corporate family rating (CFR)
to B1 from B2, and the company's liquidity rating to SGL-2 from
SGL-3. The rating outlook is stable. "The upgrade reflects a
significant improvement in the company's debt maturity profile,
liquidity position and Moody's expectation of stronger financial
performance in-line with a gradual improvement in the US housing
market", said Ed Sustar, Moody's lead analyst for Boise Cascade.

Issuer: Boise Cascade, LLC

  Upgrades:

     Probability of Default Rating, Upgraded to B1 from B2

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

     Corporate Family Rating, Upgraded to B1 from B2

  Assignments:

     US$250M Senior Unsecured Regular Bond/Debenture, Assigned B2

     US$250M Senior Unsecured Regular Bond/Debenture, Assigned a
     range of LGD5, 72 %

Boise Cascade intends to use the net proceeds from the offering to
repay its remaining $145 million of subordinated notes (rated
Caa1) due 2014 and retain the remainder as cash on hand for
general corporate purposes. The proposed notes will be guaranteed
by the same operating subsidiaries that guarantee the company's
recently upsized $300 million senior secured asset base revolving
credit facility (unrated). The B2 rating on the proposed $250
million senior unsecured notes are a notch below the assigned CFR,
reflecting the note holders' unsecured position behind the secured
revolving credit facility. The rating on the company's
subordinated notes will be withdrawn following their repayment.
All the ratings are subject to the conclusion of the proposed
transaction and Moody's review of final documentation.

Ratings Rationale

The CFR upgrade to B1 reflects Boise Cascades' good liquidity
position and expectations that the company will be able to
maintain adequate credit protection metrics with a gradual
recovery in the wood-based building products market. The rating
also reflects the company's strong market position as a building
material distributor and wood products producer in North America.
Credit challenges include the lack of diversification and the
inherent volatility and fragmentation of the wood products
industry.

Boise Cascade's good liquidity position and expectations that the
company will be able to maintain adequate credit protection
metrics with a gradual recovery in the wood-based building
products market. Including Moody's standard adjustments for items
such as operating leases and pensions, financial leverage
(adjusted debt / EBITDA) is expected to be around 5 to 5.5 times
over the next 12 to 18 months. The rating also reflects the
company's strong market position as a building material
distributor and wood products producer in North America. Credit
challenges include the lack of diversification and the inherent
volatility and fragmentation of the wood products industry.

The upgrade in the liquidity rating to SGL-2 from SGL-3 reflects
Boise Cascade's improved liquidity profile, characterized by its
recently upsized asset based revolving credit facility (increased
to $300 million from $250 million in September 2012) and stronger
cash position. The revolving credit facility has a maturity date
of July 2016 provided that the subordinated notes have been repaid
prior to July 2014. Proforma for the October 15, 2012 redemption
of $75 million of the subordinated notes and repayment of the
remaining subordinated notes with the proposed $250 senior
unsecured note offering, Moody's estimates the company's cash
position will increase to approximately $300 million for the
quarter ending September 2012 and the company will have about $225
million of availability (net of $12 million in letters of credit )
under its revolving credit facility. With the anticipated
improvement in the housing market, Moody's estimates Boise
Cascade's will consume about $20 million of cash over the next 12
months primarily a result of an increase in working capital. Most
of the company's fixed assets are unencumbered and Moody's expects
the company will remain in compliance with its debt covenants.
Following the refinancing, the company will not have any near-term
debt maturities.

The stable outlook reflects Moody's expectation of an improvement
in demand, as the US housing market slowly recovers, This is
tempered by Moody's uncertainty regarding mills that may come back
on-stream in this fragmented industry. The company could face a
potential pullback in wood product prices and earnings if industry
supply returns faster than demand. The rating could be lowered if
the company's liquidity deteriorates significantly or if
normalized financial leverage exceeds 6 times for a sustained
period of time. An upgrade would depend on a sustained improvement
in the company's financial performance. Quantitatively, this could
result if normalized financial leverage remains below 4.5 times
and interest coverage exceeds 3 times.

The principal methodology used in rating Boise Cascade was the
Global Paper and Forest Products Industry Methodology published in
September 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Boise Cascade is a building products company headquartered in
Boise, Idaho. Boise Cascade manufactures engineered wood products,
plywood, lumber, and particleboard and distributes a broad line of
building materials, including the wood products that it
manufactures.


BOISE CASCADE: S&P Gives 'B+' Rating on $250MM Unsecured Notes
--------------------------------------------------------------
Standard & Poor's ratings services assigned its 'B+' issue rating
to Idaho-based Boise Cascade LLC's proposed $250 million senior
unsecured notes due 2020. "The '4' recovery rating indicates our
expectation for average (30% to 50%) recovery in the event of
default. At the same time, we affirmed our 'B+' corporate credit
rating on the company. The outlook is stable," S&P said.

"At the same time, we revised the recovery rating on Boise
Cascade's 'B+' subordinate notes to '4' from '3', indicating our
expectation for average (30% to 50%) recovery in the event of a
default," S&P said.

Proceeds from the notes issue will be used to repay the company's
$220 million subordinated notes due 2014 and for general corporate
purposes.

"The ratings on Boise Cascade reflect our view of the wood
products company's 'weak' business risk profile and its
'aggressive' financial risk profile," said Standard & Poor's
credit analyst James Fielding. "Weaknesses include exposure to
highly volatile new home construction and negligible EBITDA and
funds from operations as the housing sector bounced along the
bottom of an historic downturn in recent years. Still, Boise
Cascade has emerged from the downturn with a 'strong' liquidity
position and we expect credit ratios to strengthen as residential
construction improves over the next several years, as contemplated
under our baseline economic forecast."

Boise Cascade is a privately held limited liability company
sponsored by Madison Dearborn Partners LLC, a Chicago-based
private equity firm. Boise Cascade operates two primary segments:
its building materials segment distributes engineered wood
products (EWP), plywood, lumber, roofing materials and other
construction supplies and its wood products segment manufactures
EWP, plywood, and lumber. 2011 revenue from these two segments was
down roughly 40% from the cyclical peak in 2005, supporting our
view that wood-based building products industry is fragmented,
oversupplied, and highly cyclical.

"The stable outlook reflects our baseline view that the U.S.
housing market recovery is finally gaining momentum after several
previous false starts. We expect housing starts to improve by
about 25% in 2013 and for Boise Cascade's 2013 EBITDA to improve
to about $100 million. Under this scenario, we expect leverage to
drop to about 4x. We also expect FFO to debt to be 15% to 20%.
These ratios are consistent with our aggressive financial risk
assessment," S&P said.

"A downgrade is unlikely in the next 12 months, even if the
housing recovery stalls temporarily, given the company's strong
liquidity position. However, if we would lower our rating if
liquidity deteriorated meaningfully and leverage increased and
stayed over 5x. This could occur, for example, if Madison Dearborn
opted to sell its shares to a more aggressive financial sponsor.
An upgrade is also unlikely given the indeterminate medium-to-long
term financial policies relating to the company's private equity
owners," S&P said.


BOWLES SUB: Hires Warner Law Firm to Collect Past Due Rents
-----------------------------------------------------------
Bowles Sub Parcel A, LLC, and its affiliated debtors -- Bowles Sub
Parcel B, LLC, Bowles Sub Parcel C, LLC, Fenton Sub Parcel A, LLC,
Fenton Sub Parcel B, LLC, and Fenton Sub Parcel C, LLC -- ask the
U.S. Bankruptcy Court for permission to employ George E. Warner,
Jr., and the law firm of Warner Law, LLC to represent them in
connection with all matters relating to collection of past due
rents.

The Debtors will pay the firm on a contingency basis, specifically
33% of all sums collected.  The Debtors will also pay the firm all
expenses that the firm incurs to handle the matter, if applicable.

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

The Debtors request that they be permitted to pay invoices from
Warner Law as received on a monthly basis, subject to the holdback
of 20% of the invoiced fees.

                 About StoneArch II/WCSE Entities

StoneArch II/WCSE Minneapolis Industrial LLC in 2007 acquired
various limited liability companies, which in turn owned 27
industrial multi-tenant properties located in Minneapolis/St. Paul
in Minnesota.  The properties were divided into four separate
pools: A, B, C, and D.

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC, which jointly
own the properties in pool D, sought Chapter 11 protection (Bankr.
D. Minn. Case Nos. 11-44430 and 11-44434) on June 29, 2011.  A
Chapter 11 plan has been filed for the pool D debtors.  The plan,
if approved, would allow the existing owners to maintain operation
of the properties.

Bowles Sub Parcel A, LLC, and five other entities, which jointly
own parcels A, B and C, filed for Chapter 11 protection (Bankr. D.
Minn. Case Nos. 12-42765, 12-42768, 12-42769, 12-42770, 12-42772,
and 12-42774) on May 8, 2012.  Each of the May 8 Debtors estimated
$10 million to $50 million in assets.  Bowles Sub A disclosed
$11,442,268 in assets and $9,716,342 in liabilities as of the
Chapter 11 filing.

The other May 8 debtors are Fenton Sub Parcel A, LLC, Bowles Sub
Parcel B, LLC, Fenton Sub Parcel B, LLC, Bowles Sub Parcel C, LLC,
and Fenton Sub Parcel C, LLC.

Judge Nancy C. Dreher oversees the May 8 Debtors' cases, taking
over from Judge Gregory F. Kishel.

The May 8 Debtors tapped Lapp Libra Thomson Stoebner & Pusch as
counsel.  Steven B. Hoyt, as chief manager, signed the Chapter 11
petitions.


CINRAM INTERNATIONAL: Seeks Canadian Court OK for Sale Proceeds
---------------------------------------------------------------
C International Income Fund, formerly Cinram International Income
Fund, disclosed that in connection with the completed sale of
substantially all of the Fund's assets and businesses in the U.S.
and Canada the Fund intends to bring a motion before the Ontario
Superior Court of Justice seeking approval of, among other things:

    * a distribution of a portion of the sale proceeds from the
      North American Sale Transaction to the Fund's senior secured
      lenders;

    * further future distributions of additional sale proceeds and
      funds available at the Fund to the Fund's senior secured
      lenders;

    * the establishment of reserves for certain costs and expenses
      relating to, among other things, the completion of the
      Fund's proceedings under the Companies' Creditors
      Arrangement Act and the completion of the sale of the Fund's
      European business to affiliates of Najafi Companies; and

    * the release of claims against the Fund's former and current
      trustees, directors and officers.

In connection with the completion of the North American Sale
Transaction and the transfer of the Fund's North American assets
and businesses to affiliates of the Najafi Companies, the Fund's
North American subsidiaries have changed their names to remove
reference to "Cinram".

The Fund's motion is scheduled to be heard at 10 a.m. on Oct. 19,
2012 at 330 University Ave, Toronto, Ontario.  Information with
respect to this motion and the CCAA Proceedings, including all
court materials filed in connection therewith, will be available
on the website of FTI Consulting Canada Inc., the Court-appointed
Monitor of the Fund http://cfcanada.fticonsulting.com/cinram/

                    About Cinram International

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio
CDs.

The Company on June 25, 2012, filed for reorganization protection
under the Companies' Creditors Arrangements Act (Canada) in the
Ontario Superior Court.  Concurrently with that filing, Cinram's
US subsidiaries filed under Chapter 15 of the United States
Bankruptcy Code (Bankr. D. Del. Case Nos. 12-11882 to 12-11890).

Pauline K. Morgan Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as U.S. counsel.  FTI Consulting is
the monitor in the CCAA case.  Attorneys at Goodsman LLP represent
Cinram in the CCAA case.

On July 12, 2012, the Canadian Court approved the sale of
substantially all of Cinram's assets and businesses in North
America and Europe to newly formed subsidiaries of Najafi
Companies.  The sale was also approved by the U.S. Court on July
25, 2012.


CITIZENS CORP: Non-Govt. Entities' Proofs of Claim Due Oct. 19
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
established Oct. 19, 2012, as the deadline for any individual or
entity to file proofs of claim against Citizens Corp.

The Court also set Jan. 28, 2013, as the last day to file
governmental proofs of claim.

                        About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II, presides over the case.  The Debtor
employed Robert J. Mendes, Esq., at MGLAW, PLLC, as its counsel.
Citizens, in its amended schedules disclosed $53,971,951 in assets
and $17,885,280 in liabilities as of the Chapter 11 filing.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq., at Burr & Forman LLP.

Citizens filed a reorganization plan offering to pay all
creditors in full over time, including Tennessee Commerce Bank and
other secured lenders owed $17.3 million.  Unsecured creditors,
owed a combined $81,000, would be paid off in equal installments
over five years.

On Feb. 27, 2012, the Court granted the request of lender Legends
Bank for appointment of a Chapter 11 trustee.  The Court held that
an independent person must review many of the transactions
involving CEO Ed Lowery, and its wholly owned subsidiary,
Financial Data Technology Corporation.  Gary M. Murphey, the
Chapter 11 trustee is represented by Harwell, Howard, Hyne,
Gabbert & Manner, P.C.

Marion Ed Lowery, a former owner of Peoples State Bank of Commerce
of Nolensville and various other entities, is the subject of
federal investigation and his ventures have ties throughout the
Middle Tennessee banking community.  He signed the Chapter 11
petition.


CLEAR CHANNEL: Fitch Affrims Junk Rating on 3 Senior Note Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'CCC' Issuer Default Rating (IDR)
of Clear Channel Communications, Inc. and the 'B' IDR of Clear
Channel Worldwide Holdings, Inc. (CCWW), an indirect wholly owned
subsidiary of Clear Channel Outdoor Holdings, Inc. (CCOH), Clear
Channel's 89% owned outdoor advertising subsidiary.  In addition,
Fitch expects to assign a 'CCC/RR4' rating to the proposed 9.0%
Priority Guarantee Notes (PGN) due 2019 upon issuance. The Rating
Outlook is Stable.

Fitch views Clear Channel's offer to exchange up to $2 billion of
term loans for new issue PGNs, as well as its concurrent pursuit
of various amendments to its credit facilities, as material
positives for the capital structure.  Assuming the transaction is
completed as proposed, it will extend $2 billion of maturities by
more than three years (under Fitch's expectations that the vast
majority of extending lenders will be 2016 holders), and reduce
the 2016 maturity wall from $12.1 billion to $10.1 billion.  This
will provide the company with incremental flexibility in managing
its intermediate term capital structure.  One negative of the
transaction is the higher coupon on the new PGNs relative to the
term loan, which will increase annual interest expense by
approximately $100 million.  However, consolidated interest
expense could be subsequently reduced by the expiration of an
interest rate swap in Sept. 2013, as well as any potential
refinancing of the CCWW 9.25% unsecured notes.

Importantly, this transaction, in which Clear Channel pre-obtained
the commitment of 46% of its cash flow credit facility holders,
demonstrates that a significant portion of Clear Channel's lender
base is willing to extend their commitments and work with the
company. It has been Fitch's view that Clear Channel's ability to
remain a going concern will require flexibility on the part of
2016 term-loan holders by way of maturity extension.  The lenders
would have to believe that any leeway would provide Clear Channel
with the ability to improve its capital structure, not merely
prolong the inevitable.

Fitch also views the amendments as a positive for Clear Channel in
that they provide the company with incremental flexibility in
managing the various parts of its capital structure (including
term loans, legacy unsecured notes, and debt at CCWW.  Fitch
believes that in the event the company achieves these proposed
amendments, it will substantially increase the probability that
Clear Channel will be able to repay its $1.5 billion of maturities
in 2014 ($1.1 billion term loan and $461 million legacy note),
without a maturity extension.  That said, with nearly $500 million
of debt obligations now through year-end 2013, Clear Channel's
cash position and free cash flow (FCF) do not provide the ability
to organically repay the 2014 maturities.  However, the amendment
will enable a full 2014 refinancing.

The amendments Clear Channel is seeking include 1) the ability to
conduct up to $5 billion of loan-to-bond exchanges (including the
currently proposed $2 billion); 2) the ability to prepay term loan
A (TLA) on a non-pro rata basis; 3) the ability to conduct Dutch
auction tenders for bank debt below par after the full repayment
of TLA; 4) a $200 million basket for open-market repurchases of
junior legacy notes maturing 2013, 2014 and 2015; 5) more
flexibility to raise debt at CCWW, to bring the covenants in line
with those in the recently issued CCWW subordinated notes; 6)
ability to combine the term loan B with the two delayed-draw term
loans; and 7) to preserve the ability to increase the revolving
credit facility (RCF) under the company's accordion feature in the
event that it is repaid.

While Clear Channel continues to chip away at the 2016 wall, $10
billion of maturities is still unmanageable without substantial
further capital structure changes or extensions, given the
company's limited free cash flow and high leverage.  The ability
to remain a going concern therefore depends on Clear Channel
retaining access to the capital markets.

At June 30, 2012, Clear Channel had $825 million of cash,
excluding $491 million of cash held at CCOH. This $825 million
includes $712 million of CCOH funds swept to Clear Channel for
cash management purposes.  Clear Channel can access these funds
and use them at its discretion, although they are due to CCOH on
demand. Backup liquidity consists of an undrawn ABL facility
maturing July 2014 (subject to an undisclosed borrowing base; $321
million outstanding at first quarter 2011, the last reported date
before the facility was repaid).  FCF is limited and will decrease
to approximately $100 million given higher interest expense.
Substantially all FCF comes from CCOH.  Clear Channel is a
beneficiary of a portion of this via the cash sweep, although it
does not currently generate cash on its own.

Clear Channel's ability to address its capital structure also
hinges on a relatively benign macroeconomic environment.  A severe
downturn will quickly remove the refinancing alternatives provided
by these amendments.  The company's operations are tied to the
overall advertising environment, and the largely fixed cost base
can drive outsized EBITDA declines in a downturn.  This would
serve to increase leverage and reduce FCF, severely impeding the
company's financial flexibility and negotiating position with its
lenders.

In Fitch's view, there is a scenario where the company employs
several, if not all, of its alternatives, including further
dividends out of CCOH, further Clear Channel high-yield notes,
further maturity extensions, small asset sales, market repayments,
distressed debt exchanges (DDE), which enable it to avoid default.
However, this scenario involves some fairly aggressive assumptions
and several events going in the company's favor.  Therefore, Fitch
believes a default is a real possibility.

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

Fitch estimates that total leverage was 11.4x at June 30, 2012,
with secured leverage of 7.2x. Consolidated EBITDA has not yet
improved to pre-downturn levels, although secured leverage has
been reduced by approximately one turn over the past 12 months,
due largely to the debt-funded dividend from CCOH.  Fitch does not
expect a material amount of total debt reduction over the next
several years, given minimal consolidated FCF.  Instead, Fitch
expects the company to continue to focus on chipping away at its
term loans via issuance at Clear Channel and CCOH.

The ratings at CCOH incorporate Fitch's favorable outlook on the
outdoor industry and CCOH's position within it.  The ratings also
consider Fitch's expectations that total leverage is likely to
migrate towards 7x over the next several years as CCU seeks to
maximize its cash from the subsidiary.  The ratings also
incorporate the legal provisions that separate the two entities
and protect the subsidiary, including dividend restrictions, lack
of guarantee, and CCOH protection from a CCU default.  However,
there are strong operational ties to the weaker parent, including
centralized treasury and senior management overlap.  Additionally,
the parent can pull cash out of the sub (with restrictions), which
it will rely on to service a portion of its debt.

Pro forma for the announced transaction (and assuming all
extending term loans are 2016), consolidated debt is
$20.7 billion. Debt held at Clear Channel was $16.5 billion and
consisted primarily of:

  -- $1.1 billion secured term loan A, maturing July 2014;

  -- $8.2 billion secured term loans (B, C and delayed draw)
     maturing January 2016;

  -- $10 million outstanding under the $10 million secured RCF,
     maturing July 2014;

  -- $1.75 billion 9.0% secured PGNs, maturing 2021;

  -- $2 billion of 9.0% newly issued secured priority guarantee
     notes (PGNs), maturing 2019;

  -- $796 million senior unsecured 10.75% cash pay notes, maturing
     August 2016;

  -- $830 million senior unsecured 11.0%/11.75% PIK toggle notes,
     maturing August 2016; and

  -- $1.75 billion senior unsecured legacy notes, with maturities
     of 2013-2027.

The bank debt and PGNs are secured by the capital stock of Clear
Channel, Clear Channel's non-broadcasting assets ('non principal
property'), and a second priority lien on the broadcasting
receivables that securitize the ABL facility.

The 'principal property' assets of Clear Channel, which constitute
the majority of the company's asset base, along with the company's
capital stock in wholly owned domestic subsidiaries and
intercompany loans, are subject to a springing lien and cannot
currently be pledged as collateral.  It appears that the banks may
benefit from the grant of security interest in the principal
property up to the value of 15% of consolidated shareholders'
equity.  The new PGNs benefit from a collateral sharing agreement
with the banks, which the old PGNs do not.  Although this equity
is currently negative, it is possible that this bank carve-out and
collateral sharing agreement could place the banks and new PGNs
slightly ahead of the previously issued PGNs in a recovery
situation prior to the point where the springing lien occurs.

The bank debt and secured notes are guaranteed on a senior basis
by Clear Channel Capital I, Inc. (holding company of Clear
Channel), and by Clear Channel's wholly owned domestic
subsidiaries.  There is no guarantee from CCOH or its
subsidiaries. The leveraged buyout (LBO) notes benefit from a
guarantee from the same entities, although it is contractually
subordinated to the secured debt guarantees.  The legacy notes are
not guaranteed.

Clear Channel's Recovery Ratings reflect Fitch's expectation that
the enterprise value of the company will be maximized in a
restructuring scenario (going concern), rather than a liquidation.
Fitch employs a 6x distressed enterprise value multiple reflecting
the value of the company's radio broadcasting licenses in top U.S.
markets. Fitch applies a 20% discount to Radio EBITDA.  Fitch
assumes that Clear Channel has maximized the debt-funded dividends
from CCOH and used the proceeds to repay bank debt.  Additionally,
Fitch assumes that Clear Channel would receive 89% of the value of
a sale of CCOH after the CCOH creditors had been repaid.  Fitch
estimates the adjusted distressed enterprise valuation in
restructuring to be approximately $6.6 billion.

The 'CCC' rating for the bank debt and secured notes reflects
Fitch's belief that although the current recovery expectations are
near the bottom of the 'RR3' (51%-70%) range, Fitch believes an
'RR4' (31%-50%) rating is appropriate, given the complexity and
uncertainty of the situation, the proportion of secured debt in
the capital structure, and expectations that future secured
issuance could go to repay maturing unsecured notes.  Fitch
expects minimal recovery for the senior unsecured legacy notes and
LBO notes due to their position below the banks in the capital
structure, and they are assigned 'RR4'.  However, Fitch rates the
LBO notes 'CC' and the legacy notes 'C', given the formers'
receipt of a subordinated guarantee and the latters' lack thereof.

CCOH's Recovery Ratings also reflect Fitch's expectation that
enterprise value would be maximized as a going concern. Fitch
stresses outdoor EBITDA by 15%, to approximately the level where
the company could not cover its fixed charges, and applies a 7x
valuation multiple.  Fitch estimates the enterprise value would be
$3.7 billion. This indicates 100% recovery for the unsecured
notes. However, Fitch notches the debt up only two notches from
the IDR given the unsecured nature of the debt.  In Fitch's
analysis, the subordinated notes recover 55%, indicating 'RR3', or
one notch up from the IDR. There is very little flexibility within
the 'RR3' rating category in Fitch's view, and any incremental
debt could result in a downgrade of these notes.

Rating Drivers

Positive: Although Fitch views the transaction as a positive,
positive rating actions are not yet warranted.  Such actions could
result from a material reduction in secured leverage, as well as
agreements with the term loan holders to extend a substantially
larger portion of its term loan maturities long enough that Fitch
believes the company will be better able to address them via a
combination of cash payments, public debt, and refinancing of bank
loans.

Negative: A downgrade could result from prolonged consolidated
cash burn, which would reduce Clear Channel's ability to fund
near-term maturities.  Additionally, cyclical or secular pressures
on operating results that further weaken credit metrics, reducing
the potential for refinancing/extension, could result in negative
rating pressure.  Lastly, indications that a DDE is probable in
the near term would also drive a downgrade.

Fitch affirms Clear Channel and its subsidiaries as follows:

Clear Channel

  -- Long-term IDR at 'CCC';
  -- Senior secured term loans and senior secured revolving credit
     facility (RCF) at 'CCC/RR4';
  -- Senior secured priority guarantee notes at 'CCC/RR4';
  -- Senior unsecured LBO notes at 'CC/RR6';
  -- Senior unsecured legacy notes at 'C/RR6'.

CCWW

  -- Long-Term IDR at 'B';
  -- Senior unsecured notes at 'BB-/RR2';
  -- Senior subordinated notes at 'B+/RR3'.


CROWN CORK: S&P Reinstates 'BB-' Rating on $150MM 7.50% Debentures
------------------------------------------------------------------
Standard & Poor's Ratings Services corrected an error by
reinstating its 'BB-' rating and '6' recovery rating on Crown Cork
& Seal Co. Inc.'s $150 million 7.50% deb due Dec. 15, 2096.

RATINGS LIST
Crown Holdings Inc.
Corporate credit rating                BB+/Stable/--

Rating Reinstated
                                        To                From
Crown Cork & Seal Co Inc.
Senior Unsecured
  Local Currency                        BB-               NR
  Recovery Rating                       6                 NR


DETROIT, MI: Moody's Reviews 'B3' G.O. Rating for Downgrade
-----------------------------------------------------------
Moody's Investors Service continues the review for possible
downgrade the City of Detroit's (MI) B3 General Obligation and
Certificates of Participation debt ratings, as well as its Caa1
general obligation limited tax debt rating. The review for
possible downgrade for the city's Water and Sewer Enterprise
ratings, each rated Baa2 for senior lien revenue debt and Baa3 for
second lien revenue debt, is also continued. The maintenance of
the review action for possible downgrade is based on the ongoing
uncertainty surrounding Public Act 4 (PA 4) and the yet unknown
impact of the suspension of PA 4 on the city's fiscal 2013 budget.
Moody's expects to resolve the review in November 2012 following
the resolution of these issues. Prior to the action, the review
for possible downgrade was maintained on June 14, 2012 as the city
worked to complete its transaction with the Michigan Finance
Authority.

PA 4, also known as the Local Government and School District
Fiscal Accountability Act, was originally enacted March 16, 2011
but temporarily suspended on August 8, 2012. The suspension
resulted from the Michigan Board of Canvassers certifying a
petition to put the question of repealing PA 4 on the statewide
ballot this November. Following the suspension, the Detroit Police
Officers Association has challenged the implementation of new
contractual terms, citing the suspension of PA 4 as grounds for
the challenge.

The city is currently working on an amended fiscal 2013 budget to
reflect the impact of not achieving personnel savings starting in
July 2012. Given the budgetary relief from changes to employment
terms for city employees, any rollback of expected personnel
savings could be a credit negative event given the city's ongoing
narrow cash position. The maintenance of the review for possible
downgrade action for the city's general obligation, certificate of
participation and general obligation limited tax ratings reflects
the aforementioned risks. The review for possible downgrade action
for the city's water and sewer enterprise ratings is ongoing given
that they are city-owned and may not be completely immune to the
risks associated with a city bankruptcy filing.

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


DAFFY'S INC: Urges Judge to Confirm Chapter 11 Plan
---------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Daffy's Inc. urged a
New York bankruptcy judge Thursday to confirm its Chapter 11
liquidation plan, combating 12 parties that it says failed to pose
adequate objections to confirmation and insisting that the plan
complies with the Bankruptcy Code.

Ahead of a Tuesday confirmation hearing before U.S. Bankruptcy
Judge Martin Glenn, the Debtor filed a proposed order approving
the plan, which lays out the case and its arguments in support of
confirmation, Bankruptcy Law360 relates.

                         About Daffy's Inc.

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

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

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

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

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

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

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

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

Attorneys for the DIP Lender are:

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

               - and -

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

Gordon Brothers and Hilco Merchant Resources are represented by
Curtis, Mallet-Prevost, Colt & Mosle LLP.  Jericho Acquisition is
represented by Brad Eric Scheler, Esq., at Fried, Frank, Harris,
Shriver & Jacobson LLP.  Marcia Wilson is represented by Dana B.
Cobb, Esq., at Beattie Padovano, LLC.


DEEP PHOTONICS: Court Approves Carl Welander as Accountant
----------------------------------------------------------
Deep Photonics Corporation sought and obtained approval from the
U.S. Bankruptcy Court for the District of Oregon to employ Carl
Welander as accountant.

The professional services Carl Welander include preparing and
reviewing the Debtor's tax returns, reviewing and preparing the
Debtor's financial statements, and providing Debtor with other tax
and accounting advice that may be necessary or appropriate in the
bankruptcy case.

The hourly rates of the firm's personnel are:

         Carl Welander, accountant             $150
         Mary Giles, accountant                 $57
         Cindy Swenson, accounting admin.       $25

Carl Welander has a $485 prepetition claim against the Debtor.
Carl Welander has agreed to waive the claim to be retained as the
Debtor's accountant in the bankruptcy case.

To the best of Debtor's knowledge, the associates of Carl Welander
have no interest materially adverse to the interest of the estate
or of any class of creditors or equity security holders.

                     About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., at Tonkon Torp LLP, serves as the Debtor's
counsel.  The petition was signed by Theodore Alekel, president.

The U.S. Trustee has not appointed an official committee of
unsecured creditors because an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.


DEEP PHOTONICS: Can Hire 3 Law Firms as Litigation Counsel
----------------------------------------------------------
Deep Photonics Corporation sought and obtained approval of its
omnibus application to employ the law firms of Yazbeck, Cloran &
Bowser, PC; Enterprise Law Group, Inc.; and John M. Gregory, Esq.,
a lawyer in sole practice as special purpose counsel for Debtor on
a contingent fee basis.

The Litigation Counsel will provide representation to the Debtor
consistent with the Litigation Counsel's representation of the
Debtor prior to the filing of Debtor's Chapter 11 petition.
Litigation Counsel served as the Debtor's counsel in Deep
Photonics Corporation v. Joseph G. LaChapelle; James Field; Cary
Kiest; Michael Munroe; nLight Photonics Corporation, a Delaware
corporation; Raytex USA Corporation, a foreign corporation; Raytex
USA Corporation, an Oregon corporation; and Laurel Mountain Farms,
an Oregon partnership, Washington County Circuit Court (State of
Oregon) Case No. C114435CV.

The legal services agreement provides for the attorneys to be paid
their fees from the recovery up to $750,000 or 50% of the value of
the recovery, whichever is greater, at the conclusion of the
Dispute.  Costs would be paid by the Debtor as they are incurred.

                       About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., at Tonkon Torp LLP, serves as the Debtor's
counsel.  The petition was signed by Theodore Alekel, president.

The U.S. Trustee has not appointed an official committee of
unsecured creditors because an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.


DEEP PHOTONICS: Court OKs Kilpatrick Townsend as IP Counsel
-----------------------------------------------------------
Deep Photonics Corporation sought and obtained approval from the
U.S. Bankruptcy Court for the District of Oregon to employ
Kilpatrick Townsend & Stockton LLP as intellectual property
counsel for the Debtor.

Kilpatrick Townsend will represent the Debtor in connection with
intellectual property matters, primarily in prosecuting its
existing patent portfolio and providing patent counseling.

The Kilpatrick Townsend professionals who will be primarily
responsible for providing these services, their status and their
current billing rates are:

          Craig Largent, Partner           $490
          Michael Langford, Counsel        $495
          Rose Liu, Patent Agent           $250
          Julia Panibratyuk, Paralegal     $200
          La Asia Canty, Paralegal         $230
          Molly Williams, Paralegal        $230

Prior to the Petition Date, Kilpatrick Townsend provided legal
services to the Debtor.  As of the Petition Date, Kilpatrick
Townsend's unpaid billings to the Debtor are $93,514.

                       About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., at Tonkon Torp LLP, serves as the Debtor's
counsel.  The petition was signed by Theodore Alekel, president.

The U.S. Trustee has not appointed an official committee of
unsecured creditors because an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.


DEEP PHOTONICS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Deep Photonics Corporation filed with the Bankruptcy Court for the
District of Oregon its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $75,112,328
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,050,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,997,145
                                 -----------      -----------
        TOTAL                    $75,112,328       $5,047,145

                        About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., at Tonkon Torp LLP, serves as the Debtor's
counsel.  The petition was signed by Theodore Alekel, president.

The U.S. Trustee has not appointed an official committee of
unsecured creditors because an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.


DETROIT WEST: S&P Gives 'BB' Rating on $7.2MM Acad Revenue Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
rating to Detroit West Preparatory Academy, Mich.'s $7.2 million
series 2012 public school academy revenue bonds. The outlook is
stable.

"The rating reflects our view of robust liquidity and early
successes from recent efforts to improve the school's academic
performance, headcount, and financial performance," said Standard
& Poor's credit analyst Avanti Paul.

The 'BB' rating further reflects S&P's view of the school's:

  -- Modest headcount growth in the last two fiscal years
     following a fluctuating enrollment trend which S&P expects to
     continue from the school's new revised curriculum and
     marketing efforts.

  -- Good general fund balance which decreased from the enrollment
     trend and the purchase of the new facility and which S&P
     expects to improve in the next five years.

  -- Solid cash levels despite a historic declining trend, however
     S&P anticipates cash to begin to grow moving forward.

  -- Several successful charter school renewals;

  -- New and experienced management team that is diligently
     working to build a stable and growing headcount and financial
     profile.

"The $7.5 million fixed-rate series 2012 bonds are the school's
only debt, and the proceeds will be used to retrofit a purchased
facility to accommodate the school's planned growth and teaching
methods from a revised curriculum," S&P said.

"The stable outlook reflects our view that the recent improvements
made at the school will continue and result in a growing
enrollment trend that will translate to a stronger general fund
balance," S&P said.


DEWEY & LEBOEUF: Partners Committee Appeals Settlement Approval
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Dewey & LeBoeuf LLP official committee for former
partners isn't going down without a fight.

According to the report, the back-and-forth between Dewey and the
committee began on Oct. 9 when a bankruptcy judge approved a
$71.5 million settlement with about 440 former partners.  The
partners' committee opposed approval of the settlement, saying
there should be an examiner appointed instead to investigate the
bonafides of the compromise.  U.S. Bankruptcy Judge Martin Glenn
disagreed, saying the committee hadn't "contributed in a
productive way to this bankruptcy case."

Picking up where the judge left off, Dewey filed papers the next
day, Oct. 10, asking the judge to disband the committee.

The following day, Oct. 11, the partners' committee filed an
appeal from approval of the settlement.

Judge Glenn will hold a hearing on Nov. 1 to decide if the
committee should be disbanded, according to the report.

                       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: Asks Court Approval to Issue Subpoenas
-------------------------------------------------------
Dewey & LeBoeuf LLP requests the U.S. Bankruptcy Court for the
Southern District of New York, pursuant to Rule 2004 of the the
Federal Rules of Bankruptcy Procedure, for authorization to (i)
issue subpoenas for the production of documents and information
and authorizing the examination of persons and entities, and (ii)
implement alternative dispute resolution ("ADR") procedures
concerning outstanding accounts receivable, including facilitative
mediation.  The Debtor relates that they do not possess all the
information needed to pursue and maximize collection of its A/R.

According to papers filed with the Bankruptcy Court, approximately
$154 million in A/R from former clients remains uncollected, in
addition to $27 million of unbilled work in progress.

According to the Debtor, the Rule 2004 Authority and ADR
Procedures are needed to ensure that the Debtor can recover A/R
efficiently while avoiding costly litigation.

                       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: Wants Authority to Collect $154MM From Ex-Clients
------------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Dewey & LeBoeuf LLP
asked a New York bankruptcy judge Monday to let it subpoena
"recalcitrant" former clients for documents that will help it
collect $154 million in remaining accounts receivable, one of its
biggest remaining assets, and implement alternative dispute
resolution procedures.

According to Bankruptcy Law360, the Debtor notes that while it and
its collection agent, On-Site Associates LLC, have collected
nearly $59 million so far in accounts receivable, the lion's share
remains uncollected, while there is still $27 million of unbilled
work in progress on the firm's balance.

                      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.

As reported by the Troubled Company Reporter, Judge Martin Glenn
on Tuesday approved the so-called partner contribution plan.

The report relates Mr. Togut also argued the $779,000 Kasowitz has
billed for its work on the case between its appointment June 4 and
the end of August is double the amount that has been budgeted for
the committee's legal fees -- and a major drain on the estate's
resources.  By raising opposition to the settlement plan with
former partners, Mr. Togut adds, "the Debtor (along with its
professionals) was forced to collect more than 70,000 pages of
documents from multiple sources and to process and produce more
than 22,000 pages on an expedited schedule," as well as spend two
days making people available for depositions.

The Am Law Daily also reports Cameron MacRae III, Esq., a Duane
Morris partner who sits on the official committee, said he stands
by the U.S. trustee's appointment of the group as an appropriate
vehicle for retirees, "who have suffered the most," to have a
voice in the proceedings.

The committee also includes two legacy Dewey Ballantine partners
-- Stuart Hirshfield, now senior counsel at Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo; and E. Ann Gill, now an attorney with
real estate management company Balmer Parc -- who came on board
this summer.  The Am Law Daily says both signed on to the partner
contribution plan: Mr. Hirshfield agreed to contribute $5,000 and
Ms. Gill $5,085.  Mr. Hirshfield said he believes the committee
should continue to exist but had no further comment.  Ms. Gill
could not be reached for comment Thursday.

The report says a hearing on the request to dismantle the group is
scheduled for November 1 at 2 p.m.


DEWEY & LEBOEUF: Ex-Partners Group Appeal Settlement Plan Approval
------------------------------------------------------------------
The Wall Street Journal's Jennifer Smith looks back at the partner
settlement plan that gave former Dewey & LeBoeuf partners "an
escape hatch from ugly litigation."

According to Ms. Smith, Peter Gilhuly, Esq., a bankruptcy partner
with Latham & Watkins LLP who has represented insolvent firms,
noted that most law-firm bankruptcies devolve into "the law of the
jungle," with lawsuits flying in all directions.

According to the WSJ report, Dewey's $71.5 million settlement
plan, called a partner contribution plan, showed that such an
early deal -- while tricky -- is possible when a law firm
collapses.

"The lawyers all discuss this," said William Brandt, president and
chief executive of turnaround firm Development Specialists Inc.
and a consultant on Dewey's bankruptcy and other law-firm
failures, according to the WSJ report.  "What's novel here is that
people were able to be persuaded."

WSJ recounts the partner contribution plan was set in motion this
spring by a team of restructuring experts and Martin Bienenstock,
Esq., who at the time ran the firm's bankruptcy practice.  WSJ
relates Mr. Bienenstock said the idea initially was to merge with
another firm that would agree to liquidate Dewey's assets at its
own expense and grant releases to Dewey's partners. Consultants
from Goldin Associates LLC crunched the numbers to see if the
savings from having the acquiring firm liquidate the Dewey estate,
instead of doing it through bankruptcy court, would be enough to
cover creditors' potential claims against individual partners.
But the possibility of a merger collapsed in late April, when news
broke that the Manhattan district attorney had launched an
investigation into alleged wrongdoing at Dewey. The team switched
to Plan B, using the estimates of what partners might owe to
sketch out a potential agreement with creditors.

"We said . . . 'Let's just compute how much each partner should
pay and not spend five or 10 years litigating,'" Mr. Bienenstock
recalled, according to WSJ.  Mr. Bienenstock said the plan wasn't
intended to punish former partners. "It was making an opportunity
available to buy yourself an insurance policy," said Mr.
Bienenstock, who agreed to pay $643,011 into the plan.

WSJ relates that over the summer, Dewey's lead bankruptcy lawyer,
Togut, Segal & Segal LLP partner Albert Togut, and Dewey's chief
restructuring officer, Joff Mitchell, of Zolfo Cooper LLC,
negotiated with former Dewey partners and their lawyers, adjusting
the formulas, trimming the minimum contribution and imposing a
surcharge on members of the firm's executive committee.
Ultimately, more than half of the targeted partners signed up.

WSJ notes not everyone is on board. Some retired Dewey partners
opposed the plan, saying it favored the highest-paid, most-
powerful partners and wouldn't deliver enough money to creditors.
While about 200 retired partners ultimately signed on to the deal,
one group representing their interests, the Former Partners
Committee, on Thursday filed a notice to appeal Judge Glenn's
decision.

According to WSJ, Mr. Gilhuly of Latham & Watkins said the
settlement was significant nonetheless. "What we learned here is
that you can get a complicated deal done if you get everyone
rowing in the same direction," he said. "Before, people would say,
'It's never been done, let's not waste our time on this.' "

According to the report, Mr. Brandt, of Development Specialists,
noted that Dewey's downfall in some ways was an anomaly because
the firm's debt was far heavier than in most law-firm failures.
Much of that debt had been sold to "folks who are known to be
aggressive in pursuing their claims," he said.  That gave partners
added incentive to settle now instead of fighting in court.

"There's an enormous virtue in finding a way to expedite the
process," said David Pauker, executive managing director of Goldin
Associates, which also assembled a partner settlement plan for
defunct law firm Coudert Brothers LLP, according to the WSJ
report. "The longer the law-firm bankruptcy lasts, the more it
eats up that smaller asset base."

WSJ also relates Schuyler Carroll, Esq., a bankruptcy partner at
Perkins Coie LLP, said the Dewey settlement reflected a trend in
bankruptcy and litigation more generally. " 'Let's figure out what
the reality is likely to be, save three or four years of fighting
and come out with a similar result,' " he said. "Nobody is willing
to fund these things anymore. You can't just fight forever."

                      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.


DIGITAL DOMAIN: Committee Retaining Brown Rudnick as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Digital Domain
Media Group, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for authorization to retain the law firm of
Brown Rudnick LLP as its lead counsel, nunc pro tunc to Sept. 18,
2012.

Brown Rudnick, among others, will provide these professional
services:

  a. assisting and advising the Committee in its discussions with
     the Debtors and other parties-in-interest regarding the
     overall administration of the Debtors' cases;

  b. representing the Committee at hearings to be held before the
     Bankruptcy Court and communicating with the Committee
     regarding the matters heard and the issues raised as well as
     the decisions and considerations of the Court;

  c. assisting and advising the Committee in its examination and
     analysis of the conduct of the Debtors' affairs; and

  d. reviewing and analyzing pleadings, orders, schedules, and
     other documents filed and to be filed with the Court by
     parties-in-interest in the Debtors' cases; advising the
     Committee as to the necessity, propriety, and impact of the
     foregoing upon the Debtors' Chapter 11 cases; and consenting
     or objecting to pleadings or oders on behalf of the
     Committee, as appropriate.

The Committee believes that Brown Rudnick is a disinterested
person, and does not hold or represent an interest to Debtors'
estates with respect to the matters for which Brown Rudnick is to
be employed.

It is anticipated that the primary attorneys who will represent
the Committee are H. Jeffrey Schwartz ($995 hourly rate), Andrew
Dash ($975 hourly rate), and Bennett S. Silveberg ($775 hourly
rate).

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged 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, subject to higher and better offers.

At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

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.

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


DIGITAL DOMAIN: Wants Schedules Deadline Extended to Nov. 9
-----------------------------------------------------------
Digital Domain Media Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to further extend the time by
which the Debtors may filed their schedules of assets and
liabilities and statements of financial affairs until Nov. 9,
2012.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged 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, subject to higher and better offers.

At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

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.

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


DIGITAL DOMAIN: Can Advance Up to $2.89-Mil. from Hudson Bay
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a
fourth interim order dated Oct. 5, 2012, authorized Digital Domain
Media Group, Inc., et al., to borrow up to a maximum aggregate
amount of $2,892,000 from Hudson Bay Master Fund Ltd., in its
capacity as DIP Agent on behalf of the DIP Lenders.  This advance
will be additional to the $4,237,000 authorized under the First
interim order and the additional $7,652,000 under the Third
interim order.  The Debtors are also authorized to use cash
collateral of the Senior Noteholders and the Subordinated
Noteholders, subject to terms of the approved budget and approved
cash flow projection.

                        About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged 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, subject to higher and better offers.

At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

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.

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


DIGITAL DOMAIN: Committee Retains Sullivan as Delaware Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Digital Domain
Media Group, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for authorization to retain Sullivan
Hazeltine Allinson LLC as Delaware counsel, nunc pro tunc to
Sept. 18, 2012.

Sullivan Hazeltine will:

  a. assist and advise the Committee in its discussions with
     the Debtors and other parties-in-interest regarding the
     overall administration of the Debtors' cases;

  b. represent the Committee at hearings to be held before the
     Bankruptcy Court and communicate with the Committee
     regarding the matters heard and the issues raised as well as
     the decisions and considerations of the Court;

  c. assist and advise the Committee in its examination and
     analysis of the conduct of the Debtors' affairs; and

  d. prepare and review on behalf of the Committee all motions,
     applications, answers, orders, reports, and papers necessary
     to its representation of the Committee.

The Committee believes that Sullivan Hazeltine is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, and does not hold or represent an interest to
Debtors' estates with respect to the matters for which Brown
Rudnick is to be employed.

Sullivan Hazeltine's professionals who may provide services on
behalf of the Committee and their hourly rates are:

     William D. Sullivan, Esq., Member        $425
     William A. Hazeltine, Esq., Member       $375
     Elihu E. Allinson, III, Esq., Member     $350
     Seth S. Brostoff, Esq., Associate        $250
     Heidi M. Coleman, Paralegal              $150

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged 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, subject to higher and better offers.

At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

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.

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


DYNEGY HOLDINGS: C.K. Limited Discloses 5.9% Equity Stake
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, C.K. Limited disclosed that, as of Oct. 3, 2012, they
beneficially own 5,932,272 shares of common stock of Dynegy Inc.
representing 5.93% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/EpIbbW

                            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.

As of July 31, 2012, Dynegy Inc. had total assets of
$3.15 billion, total liabilities of $3.14 billion and total
stockholders' equity of $6.68 million.


EASTMAN KODAK: Retirees Reach Deal for $7.5MM Cash, $650MM Claims
-----------------------------------------------------------------
The Official Committee of Retirees of the Eastman Kodak Company
announced that it has reached an agreement in principle with Kodak
that will provide for the continuation of all retiree benefits
through the end of 2012.  The settlement also provides for a cash
payment of $7.5 million and bankruptcy claims totaling $650
million that will be used to fund the continuation of some
benefits after Dec. 31, 2012.

The Committee was formed in May 2012 to advocate for retirees
after Kodak filed a motion with the bankruptcy court to terminate
health benefits for its Medicare-eligible retirees, effective May
1, 2012.  Soon thereafter, Kodak informed the Committee that it
intended to terminate all benefits as of Sept. 30, 2012.

Kodak stated it could not continue retiree benefits and also
reorganize, and provided the Committee with hundreds of thousands
of pages of supporting documents. If Kodak does not successfully
emerge from bankruptcy, the retirees have no chance of receiving
any future benefits.

The Committee's advisors engaged in extensive and hard-fought
negotiations with Kodak, which the company required be conducted
under strict confidentiality.  The Committee was ultimately able
to strike an agreement with Kodak for all benefits to be continued
through the end of 2012 - a value to the retiree community of
approximately $30 million (in addition to about $8.5 million in
savings to Medicare-eligible retirees that resulted from the
withdrawal of the motion to terminate their health care benefits
effective May 1, 2012).  The Committee also concluded the
agreement in a way that requires Kodak to make COBRA coverage
available for life to all retirees so long as retirees pay
premiums and Kodak continues to sponsor health plans for its
active employees.  This will allow all retirees to have health
care coverage comparable to what they currently have, although
premium costs may increase for many.

The bankruptcy claims include an administrative priority claim in
the amount of $15 million, and a general unsecured claim in the
amount of $635 million, which will be liquidated to add to the
cash payment of $7.5 million.

The Committee will use the funds acquired in the settlement to set
up a VEBA - a trust fund that will subsidize the cost of some
benefits going forward.  Based on input received from the retiree
community and the experience of the Committee members, the
Committee decided that the limited funds available should be used
where they are most needed, to create a modest safety net for as
many people as possible.  Specifically, the VEBA will pay a
limited portion of the Survivor Income Benefits to surviving
spouses and dependents of retirees who depend on these payments
for their living costs.  In addition, the Committee intends to use
the VEBA to subsidize some portion of the health care costs for
retirees not yet eligible for Medicare.  The Committee determined
that health care benefits comparable to what Kodak has been
providing for Medicare-eligible retirees are readily available in
the marketplace at a reasonable cost.  Retirees with life
insurance benefits will have conversion rights under the terms of
the Kodak plans.

Finally, communications to retirees, while not permitted during
the negotiations, are now of paramount importance. The Committee
thus secured Kodak's commitment to provide prompt and
comprehensive communications to the retiree community, including
written information as well as a series of town hall meetings.

The Committee recognizes that retirees are going to suffer as a
result of Kodak's decision to terminate benefits.  Unfortunately,
however, the law does not favor the interests of retirees in this
situation.  The Committee ultimately concluded that the agreement
it negotiated was better than it could reasonably expect to
achieve if it engaged in risky, uncertain, and potentially harmful
litigation.

The Committee urges all retirees to pay close attention to the
information they will be receiving from Kodak, as well as from
health insurance carriers, Medicare, and the Committee.

Information regarding COBRA coverage, Medicare coverage, and
conversion options will be disseminated over the coming weeks and
months, as well as more information regarding the VEBA and the
benefits it will provide.

                        About Eastman Kodak

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

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

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

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

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

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

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

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


ELPIDA MEMORY: Balks at Bid for Court-Appointed Representative
--------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
chipmaker Elpida Memory Inc. has moved to fend off the appointment
of a U.S. court representative in its Japanese bankruptcy
proceeding, warning such an appointment means "conflict and
tension" with the Tokyo court that is headed toward a critical
choice.

                        About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.


EMPRESAS INTEREX: Plan Filing Period Extended to Nov. 30
--------------------------------------------------------
Empresas Interex Inc., won an extension until Nov. 30, 2012, of
the deadline to file its Chapter 11 plan and disclosure statement.

The Debtor said it must obtain approval of the requested
postpetition financing from its parent corporation, Interamerican
University of Puerto Rico, Inc., in order for the Debtor to
complete the development, construction and sale of its residential
housing project at Arecibo, Puerto Rico, known as Ciudad Atlantis
and be able to reorganize.  The Debtor said it is indispensable
for the hearing on the DIP financing to take place prior to the
Debtor filing its disclosure statement and plan.

San Juan, Puerto Rico-based Empresas Interex Inc. filed for
Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-10475) on
Dec. 7, 2011.  Bankruptcy Judge Mildred Caban Flores presides over
the case.  The company posts $11,412,500 in assets and
US$9,335,561 in liabilities.


ENDURANCE INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Burlington, Mass.-based Endurance International
Group Inc. "We also revised the outlook to negative from stable,"
S&P said.

"In addition, we are assigning a 'B' issue-level rating with a
recovery rating of '3' to the company's proposed $800 million
first-lien term loan. The '3' recovery rating indicates our
expectation for meaningful (50% to 70%) recovery for lenders in
the event of payment default. At the same time, we assigned a
'CCC+' issue-level rating with a recovery rating of '6' to the
company's proposed $315 million second-lien term loan. The
recovery rating of '6', indicates our expectation of negligible
(0% to 10%) recovery for lenders in the event of payment default,"
S&P said.

"We also affirmed our 'B' issue-level rating with a recovery
rating of '3' on the company's existing $75 million senior secured
revolving credit facility," S&P said.

The company is using the loan proceeds together with $22 million
of cash on hand to refinance existing debt and to pay a $300
million dividend to shareholders.

"The negative outlook reflects the company's aggressive financial
policies and deterioration in its pro forma debt protection
metrics," said Standard & Poor's credit analyst Katarzyna Nolan.
"The rating on Endurance reflects the company's 'vulnerable'
business risk profile under our criteria, characterized by highly
competitive industry conditions with low barriers to entry, and
what we view as a 'highly leveraged' financial risk profile. The
company's significant base of recurring revenues and stable cash
flow generation partly offset these factors."

"The negative outlook reflects the company's aggressive financial
policy, and weak pro forma FOCF to debt. We could lower the rating
if FOCF to debt were to decline to the low-single-digit area as a
result of a significant loss of its customer base, acquisition
integration challenges, or additional debt. We could revise the
outlook to stable if Endurance can improve and sustain its FOCF to
debt measures in the high single digit area within the next 12
months, either through operating performance improvement or debt
reduction," S&P said.


EPL OIL: Moody's Rates New $250MM Senior Unsecured Notes 'Caa1'
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to EPL Oil & Gas,
Inc.'s proposed $250 million 8.25% senior unsecured notes due
2020. EPL's existing ratings were unchanged. The outlook remains
negative.

Net proceeds from the note offering will be placed into an escrow
and ultimately used to partially fund the $550 million cash
purchase price of certain Gulf of Mexico (GoM) shallow water
assets from Hilcorp Energy.

"The amount of unsecured note issuance is consistent with what we
had anticipated at the announcement of the Hilcorp acquisition,"
said Sajjad Alam, Moody's Analyst. "The new notes will be issued
under a different indenture, but will rank pari passu with EPLs
existing 8.25% notes and have substantially identical terms and
conditions."

Issuer: EPL Oil & Gas, Inc.

  Assignments:

    US$250M 8.25% Senior Unsecured Regular Bond/Debenture,
    Assigned Caa1

    US$250M 8.25% Senior Unsecured Regular Bond/Debenture,
    Assigned a range of LGD5, 76 %

Ratings Rationale

The unsecured notes are rated Caa1, one notch below the B3 CFR
given the substantial size of the priority claim secured revolving
credit facility in the capital structure. The company's upsized
$440 million revolving credit facility has a first-lien claim and
is secured by substantially all assets of EPL, and the notes are
structurally subordinated to the credit facility. The Caa1 note
rating reflects both the overall probability of default of EPL, to
which Moody's assigns a Probability of Default of B3, and a loss
given default of LGD 5 (76%) under Moody's Loss Given Default
Methodology.

The B3 Corporate Family Rating reflects EPL's small-scale,
overriding concentration in the Gulf of Mexico, high plugging and
abandonment (P&A) costs, weak reserve replacement through the
drill-bit, and acquisitive nature. The rating is restrained by the
company's limited track record after emerging from bankruptcy in
September 2009, as it continues to grow mostly through
acquisitions. The rating is positively impacted by the company's
oily production profile (~71%), low risk behind-the-pipe drilling
opportunities and relatively high working interest in properties
that allow flexible capital allocation. In light of the company's
increased debt level and heightened concentration in the GoM, the
B3 rating has minimal flexibility for any material increases in
leverage.

The negative outlook reflects increased leverage, higher reliance
on external funding, and acquisition and execution risks. If EPL
reduces its debt to average daily production below $28,000 per boe
while maintaining production above 20,000 boe per day, the outlook
could move back to stable.

There is limited upside in the current ratings through 2013. Over
the longer term, increased scale and capital efficiency supported
by consistent organic reserve replacement and operational
execution could be positive for the ratings, assuming the growth
was achieved with competitive costs and financial leverage was
sufficiently low.

The rating could be downgraded if the debt to average daily
production ratio rises above $33,000 per boe or the company
experiences a significant deterioration in liquidity.

The principal methodology used in rating EPL was the Global
Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

EPL Oil & Gas, Inc., is an independent exploration and production
company with primary operations in the U.S. Gulf of Mexico shelf.


EPL OIL: S&P Rates $460MM 8.25% Senior Unsecured Notes 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said its 'B-' senior unsecured
rating on EPL Oil & Gas Inc.'s (EPL) 8.25% senior notes due 2018
is unchanged after the company announced it will seek to add $250
million to the existing $210 million notes outstanding, bringing
the total issue amount to $460 million. "The recovery rating on
the notes is '5', indicating our expectation of modest (10% to
30%) recovery in the event of a payment default. The 'B' corporate
credit rating and stable outlook on EPL are unaffected," S&P said.

"The exploration and production company intends to use proceeds to
fund a portion of the purchase price to acquire the shallow-water
Gulf of Mexico assets from Hilcorp Energy I L.P (BB-/Stable/--).
The estimated proved reserves of the assets being acquired are 36
million barrels of oil equivalents, with an estimated average net
daily production of 10,000 barrels of oil equivalent. Pro forma
for the proposed transaction, we expect credit measures to remain
satisfactory for the ratings," S&P said.

The ratings on U.S.-based EPL Oil & Gas Inc. reflect Standard &
Poor's assessment of the company's "vulnerable" business risk and
"aggressive" financial risk profiles. The ratings incorporate the
company's relatively small reserve base, limited scale, high
concentration in the Gulf of Mexico shelf, weak internal reserve
replacement metrics, and elevated cost structure. In addition, the
ratings are based on EPL's position as an exploration and
production company operating in the Gulf of Mexico and in a highly
cyclical, capital-intensive, and competitive industry. "Our
ratings on EPL also reflect the company's high proportion of oil
production (approximately 64% pro forma for its recently announced
acquisition), and its 'adequate' liquidity," S&P said.

RATINGS LIST
EPL Oil & Gas Inc.
Corporate credit rating                    B/Stable/--
  $460 mil 8.25% sr unsecd notes due 2018   B-
   Recovery rating                          5


FACILITYLOGIC INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: FacilityLogic, Inc.
        2400 Industrial Lane
        Suite 2600
        Denver, CO 80239

Bankruptcy Case No.: 12-31240

Chapter 11 Petition Date: October 12, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cob12-31240.pdf

The petition was signed by Milt Burlingame, president.


FIBERTOWER CORP: Seeks to Pay More Than $500,000 in Bonuses
-----------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that
FiberTower Corp. is seeking to pay more than $500,000 to a group
of key employees to keep them at the company as it works to sell
its assets.

                   About FiberTower Corporation

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

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

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

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

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

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

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

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

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


GELT PROPERTIES: Hearing on Access to Cash Collateral Oct. 24
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
will convene a hearing on Oct. 24, 2012, at 11 a.m., to consider
Gelt Properties, LLC, and affiliate Gelt Financial Corporation's
request for use of VIST Bank's cash collateral.  The Court entered
a fourth interim order authorizing use of VIST Bank's cash
collateral until Oct. 31.  As adequate protection from any
diminution in value of the lender's collateral, the Debtor will
grant the lender replacement liens on all now owned or hereafter
acquired property and assets of the Debtors.  The Debtors will
also pay the lender $6,732.

                 Beneficial Mutual Cash Collateral

On Oct. 3, the Court entered a second interim order authorizing
the Debtors' use of Beneficial Mutual Savings Bank's cash
collateral until Oct. 31.  As adequate protection, the Debtors
will grant the lender replacement liens on all now owned or
hereafter acquired property and assets of the Debtors.  If the
Debtors default or violate the order, the Debtors' right to use
cash collateral will automatically cease until further order of
the Court.  The lender, the Debtors and the Office of the U.S.
Trustee agreed that as of petition date, the Debtors are indebted
to the lender in as yet to be determined amounts.  An Oct. 24
hearing has been set.

                      NPB's Cash Collateral

On June 29, the Hon. Magdeline D. Coleman approved the stipulation
and agreement regarding the (i) use of cash collateral; and
National Penn Bank's request to lift the automatic stay.

The stipulation entered among the Debtors, NPB, and sureties -- H.
Jack Miller, Uri Shoham, and Ari Miller, provides for, among other
things:

   -- NPB has consented to the Debtors' use of cash collateral
      until Dec. 30, 2014, or on the occurrence of an event of
      default;

   -- as adequate protection from any diminution in value of NPB's
      collateral, the Debtor will grant NPB replacement liens;

   -- the Debtor and sureties will make principal payments to NPB,
      make monthly interest on the prepetition loans and each
      mortgage loan sub-note issued thereunder at the interest
      rate of 3.25%;

   -- the automatic stay is lifted to permit NPB to execute on the
      prepetition collateral, cash collateral, and all profits
      thereof, including without limitation, the approved mortgage
      loans (separate sub loans made by NPB to Gelt Financial,
      which Gelt Financial utilized as loans to customers); and

   -- so long as the Debtor timely and faithfully complies with
      all of its obligations under the stipulation and the
      prepetition loan documents, and so long as no event of
      default will occur, NPB will forbear from executing on those
      assets for which the automatic stay has been lifted from the
      effective date until the termination date.

A copy of the stipulation is available for free at
http://bankrupt.com/misc/GELTPROPERTIES_CC_stipulation.pdf

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

The Debtor's Plan provides that all assets of the Debtors will be
sold and liquidated, rented or leased, developed and maintained,
in the ordinary course of the Debtors' business.  The Debtors note
that the proposed Plan envisions the utilization of management
talents, commitment and an existing infrastructure to restructure
existing debt, liquidate unprofitable properties and meaningfully
shift focus to its growing REO portfolio.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.  Craig
Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GIBRALTAR KENTUCKY: Plan Outline Hearing Set for Nov. 15
--------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida will convene a hearing on Nov. 15,
2012, at 1:30 p.m., to consider adequacy of the Disclosure
Statement explaining Gilbraltar Kentucky Development, LLC's
proposed Chapter 11 Plan.  Objections, if any, are due Nov. 8.

According to the Disclosure Statement dated Sept. 21, 2012, the
Plan provides for the following treatment of claims:

   1. On the Effective Date, each holder of an allowed taxing
      authority claims will receive payment in full.

   2. Allowed general unsecured claims will be paid in full plus
      interest at 1% on the Confirmation Date.

   3. No plan payments other than full retention of paid for
      membership interests will be made to the equity interest
      holders of the Debtor.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/GIBRALTAR_KENTUCKY_ds.pdf

                     About Gibraltar Kentucky

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.

Judge Erik P. Kimball presides over the case.  David L. Merrill,
Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel.
The Debtor disclosed $175,395,449 in assets and $1,193,516 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Bill Boyd, as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.


GRAHAM SLAM: Court Enters Final Decree Closing Chapter 11 Case
--------------------------------------------------------------
The Hon. Brian D. Lynch of the U.S. Bankruptcy Court for the
Western District of Washington entered a final decree closing the
Chapter 11 case of Graham Slam, LLC.

The Court, after reviewing the motion, well as the records and
files of the case, finds that cause exists for granting the motion
-- that the estate of the debtor has been fully administered, and
that the Plan having been substantially consummated.

The Reorganized Debtor paid the $975 U.S. Trustee fee.

As reported in the Troubled Company Reporter on Aug. 9, 2012, the
Debtor has a confirmed Chapter 11 Plan that was unanimously
accepted by creditors and interest holders.  The Plan contemplates
that:

    * Secured creditor Garrison Commercial Funding VII, LLC, will
      (i) receive titles to Lots 2, 3 and 14 in the Graham
      Shopping Center, (ii) retain its lien on Lot 1, and upon the
      sale of Lot 1, will receive 50% of the net proceeds, in full
      satisfaction of its secured claims.

    * Pierce County will retain the liens securing its real
      property tax claims and will receive deferred cash payments
      in the form of equal monthly payments that would fully
      amortize the real property tax claims over a period of 10
      years, plus a balloon payment paid in cash on or before the
      fifth anniversary of the confirmation date in the amount of
      the total unpaid balance.  Pierce County will be entitled to
      statutory interest on its claim pursuant to RCW 84.56.020
      and 11 U.S.C. Sec. 511(a).

    * Unsecured creditors will receive on the sixth month
      anniversary of the Effective Date, the first of 6 equal
      semi-annual payments in an amount equal to 16.667% of their
      allowed claims, with a final payment to be made on the third
      anniversary of the Effective Date.  They will not receive
      interest on their allowed claims.

    * Interest holders are impaired but they will retain their
      interests in the Reorganized Debtor.  The Reorganized Debtor
      will not make and distributions to any members during any
      period when the Reorganized Debtor is in default under the
      terms on the plan in making monthly distributions to the
      holders of allowed claims.

Judge Brian D. Lynch confirmed the Plan on July 12 after Garrison
changed its rejecting ballots to accepting ballots following
changes to the treatment of its claims.  The confirmation order
says that as a result, the Plan has been unanimously accepted by
holders of all claims and interests.

A copy of the Second Amended Plan is available at:

           http://bankrupt.com/misc/Graham_Slam_2nd_DS.pdf

                         About Graham Slam

Graham Slam, LLC, owns 12 commercial lots located in the Graham
Shopping Center on Meridian Avenue East in Pierce County,
Washington, valued together by the Debtor at $13.4 million; three
of the lots have buildings and improvements and the rest are
undeveloped and vacant.

Graham Slam filed for Chapter 11 bankruptcy (Bankr. N.D.
Calif. Case No. 11-49300) on Oct. 20, 2011.  Judge Brian D. Lynch
oversees the case.  The Debtor disclosed assets of $13,483,263 and
liabilities of $12,890,039.  The Debtor tapped Richard G. Birinyi,
Esq., at Schwabe Williamson & Wyatt P.C., in Seattle, as its
bankruptcy counsel.  The petition was signed by Brent C.
Nicholson, managing member.


GRASSY HILL: Case Summary & 11 Unsecured Creditors
--------------------------------------------------
Debtor: Grassy Hill Development Corp.
        20 Grassy Hill Road
        Roxbury, CT 06783

Bankruptcy Case No.: 12-51851

Chapter 11 Petition Date: October 12, 2012

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

Judge: Alan H.W. Shiff

Debtor's Counsel: Daniel S. DiBartolomeo, Esq.
                  DIBARTOLOMEO LAW FIRM
                  203 Circle Drive
                  Bantam, CT 06750
                  Tel: (203) 797-9903
                  E-mail: atty.dibartolomeo@yahoo.com

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

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

A copy of the Company's list of its 11 largest unsecured creditors
is available for free at http://bankrupt.com/misc/ctb12-51851.pdf

The petition was signed by Frank Nocito, president.


GRAY TELEVISION: Completes Restructuring, Wins $595MM Financing
---------------------------------------------------------------
Gray Television, Inc., has substantially completed its previously
announced refinancing efforts.  Specifically, it has:

   (i) amended and restated its senior credit agreement, which
       provides for total commitments of $595 million, consisting
       of a $40 million revolving credit facility and a $555
       million term loan facility;

  (ii) delivered a notice of redemption relating to Gray's 10 1/2%
       Senior Secured Second Lien Notes due 2015 that remain
       outstanding after the conclusion of Gray's previously
       announced cash tender offer for the 2015 Notes, which is
       scheduled to expire on Oct. 22, 2012; and

(iii) completed the repurchase of all of the outstanding shares
       of its Series D perpetual preferred stock.

Gray previously announced the completion of its offer and sale of
$300 million of 7 1/2% Senior Notes due 2020 and the repurchase of
$222.6 million in aggregate principal amount of 2015 Notes at the
early settlement date of the Tender Offer.

Borrowings under the New Credit Facility are guaranteed on a
senior secured basis by all of Gray's existing and future
subsidiaries, and are collateralized by a first priority lien on
substantially all of Gray's and such guarantors' assets.  The New
Credit Facility contains customary affirmative and negative
covenants with which Gray is required to comply.

The Company used the proceeds from borrowings of $420 million
under the New Credit Facility, and cash on hand, to repay all
remaining amounts outstanding under the Company's prior senior
credit facility, which was then amended and restated, and to pay
related fees and expenses.

The Company has also delivered a notice calling for redemption all
of the 2015 Notes that remain outstanding following the completion
of the Tender Offer at the redemption price of 107.875%, as set
forth in the indenture governing the 2015 Notes, plus accrued and
unpaid interest to, but not including, the date of redemption.
Redemption of the remaining 2015 Notes is expected to occur on
Nov. 13, 2012. As of Oct. 15, 2012, there is approximately $142.4
million in aggregate principal amount of 2015 Notes outstanding.
Gray intends to fund amounts necessary to purchase any additional
2015 Notes validly tendered and accepted for purchase in the
Tender Offer and to redeem the remaining outstanding 2015 Notes
through a combination of cash on hand and additional borrowings
under the New Credit Facility.

On Oct. 9, 2012, Gray completed the repurchase of all of the
remaining outstanding shares of its Series D perpetual preferred
stock.  These shares were redeemed at their liquidation value of
$100,000 per share, plus accrued dividends of $9 million.  The
total amount paid of $22.7 million was funded with a portion of
the proceeds from Gray's previously completed sale of 7 1/2%
Senior Notes due 2020.

The Tender Offer is subject to the terms and conditions set forth
in the Company's Offer to Purchase, dated Sept 24, 2012, and the
related Letter of Transmittal.  The tender offer will expire at
12:00 midnight, New York City time, on Oct. 22, 2012, unless
extended or earlier terminated.

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

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

A copy of the Amended and Restated Credit Agreement is available
for free at http://is.gd/RK12vP

                       About Gray Television

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

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

                           *     *     *

As reported by the TCR on Sept. 26, 2012, Moody's Investors
Service upgraded Gray Television, Inc.'s Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) each to B3 from
Caa1.  The upgrades reflect Moody's expectations for the company
to benefit from strong political revenue demand through November
2012 resulting in improved credit metrics combined with
management's commitment to reduce leverage.

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

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


HARDAGE HOTEL: Final Cash Collateral Hearing Set for Oct. 18
------------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas will convene a hearing on Oct. 18, 2012,
at 10 a.m., to consider Hardage Hotels I, LLC's request to use the
cash collateral which Onewest Bank, FSB asserts an interest.

In a fourth interim order, the Court authorized the Debtor's
continued access to the hotel revenues that constitute cash
collateral to fund the Debtor's business operations while it
continues working with its creditors and other parties-in-interest
towards confirmation of a plan of reorganization.

As reported in the Troubled Company Reporter on March 14, 2012,
OneWest Bank is the lender on three different hotel properties of
the Debtor located in Lincoln, Nebraska, El Paso, Texas, and
Dublin, Ohio.

Pursuant to the interim order, the cash generated by the hotels on
which OneWest has a lien will be segregated and not be commingled
with the collateral accounts of any other lender on any other
hotel.  The Debtor may expend, pay and use Cash Collateral only as
authorized by the Interim Order and in accordance with a budget
filed with the Court.

To the extent OneWest can establish that it has liens on the
hotels securing the obligations owing to it, the Interim Order
provides that OneWest will continue to have a lien in the Debtor's
postpetition assets to the same extent and priority as those
prepetition liens.  In addition, as adequate protection for the
use of Cash Collateral, OneWest is granted a ?like kind?
replacement lien and security interest in, to and against all
property acquired by the Debtor.

The replacement lien will not extend to Chapter 5 causes of action
and will be limited to the diminution, if any, in the value of
OneWest's collateral.

                       About Hardage Hotels

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

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

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

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

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

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

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

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

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

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


HAMPTON ROADS: Appoints George Bunch to Board of Directors
----------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that BHR has expanded
its Board of Directors and appointed George R. Bunch, Jr., to the
Board.  Mr. Bunch is a Hampton Roads native who has been a
successful owner/operator of several businesses in the region over
the past 25 years.

Douglas J. Glenn, President of the Company and Chief Executive
Officer of the Company and BHR, said, "We are very pleased to
welcome Ray to the Board of BHR.  He was born and raised in
Hampton Roads and has deep ties to the community.  With his
experience as an owner and operator of several local businesses,
as well as his past service on the BHR advisory board, he brings
valuable perspective on how we can best serve the banking needs of
local families and businesses."

Mr. Bunch owned and operated a Budget Rent A Car franchise in
southeastern Virginia for over 25 years, during which time he grew
the business from a 250-car fleet to a 1,600-car fleet with more
than 150 employees and multiple locations.  During this period he
also owned and operated a number of other businesses in the
Hampton Roads area, including businesses in the automotive repair
industry, a restaurant, a wallpaper store and numerous rental
properties.

Mr. Bunch served on the Virginia Motor Vehicle Board and on the
advisory board for BHR for several years.  He is involved with a
number of community and civic organizations, including St. Jude
Children's Research Hospital, Law and Disorderly, the Fraternal
Order of Police and local Masonic Lodges.

                  About Hampton Roads Bankshares

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

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

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

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

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


HARPER BRUSH: Q.E.P. Co. Is Stalking Horse Bidder
-------------------------------------------------
Q.E.P. CO., Inc., has executed an asset purchase agreement with
Harper Brush Works, Inc. as an initial "stalking horse bid" for
substantially all of the assets of Harper Brush.

Harper Brush is a 112-year-old manufacturer and distributor of
quality cleaning products headquartered in Fairfield, Iowa.  The
company's core products include brushes, push brooms, mops,
buckets, dust pans, house wares, long-handled cleaning tools,
microfiber/dusting tools, and eco-friendly cleaning products.

On Oct. 1, 2012 Harper Brush filed motions with the U.S.
Bankruptcy Court for the Southern District of Iowa seeking orders
to approve the APA for the Company to purchase substantially all
of its assets under section 363 of Chapter 11 of the United States
Bankruptcy Code, and to approve the auction and bidding
procedures.  Under the APA, the Company would acquire all of
Harper Brush's real estate, inventory, intellectual property and
other assets for approximately $2.2 million.  The auction is to be
held in case other potential buyers present proposals and is
expected to occur over the next 45 days.  Closing of the
transactions contemplated under the APA is subject to the
satisfaction of customary closing conditions and to court
approval, which may not occur.

Q.E.P. Co., Inc., founded in 1979, is a leading worldwide
manufacturer, marketer and distributor of a comprehensive line of
hardwood flooring, flooring installation tools, adhesives and
flooring related products targeted for the professional installer
as well as the do-it-yourselfer.  Under brand names including
QEP(R), ROBERTS(R), Capitol(R), Harris(R)Wood, Vitrex(R), PRCI(R),
BRUTUS(R) Nupla(R) and Elastiment(R), the Company markets over
3,000 flooring and flooring related products.  In addition to a
complete hardwood flooring line, Q.E.P. products are used
primarily for surface preparation and installation of wood,
laminate, ceramic tile, carpet and vinyl flooring.  The Company
sells its products to home improvement retail centers and
specialty distribution outlets in 50 states and throughout the
world.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.
Equity Partners CRB LLC serves as the Debtor's investment banker.

An official committee of unsecured creditors has been appointed in
the case.  Richard S. Lauter, Esq., and Thomas R. Fawkes, Esq., at
Freeborn & Peters LLP, in Chicago, represents the Committee as
general bankruptcy counsel.  Joseph A. Peiffer, Esq., at
Day Rettig Peiffer, P.C., in Cedar Rapids, Iowa, represents the
Committee as local counsel.


HEALTHWAY NATURAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Healthway Natural Foods, Inc.
        P.O. Box 129
        Paeonian Springs, VA 20129

Bankruptcy Case No.: 12-16136

Chapter 11 Petition Date: October 12, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Christopher L. Rogan, Esq.
                  ROGANLAWFIRM, PLLC
                  30-D Catoctin Circle, S.E.
                  Leesburg, VA 20175
                  Tel: (703) 771-9191
                  Fax: (703) 771-9797
                  E-mail: crogan@roganfirm.com

Scheduled Assets: $1,236,851

Scheduled Liabilities: $1,375,657

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vaeb12-16136.pdf

The petition was signed by Elizabeth Dicks, president.


HW HEARTLAND: Hires Haynes and Boone as Attorneys
-------------------------------------------------
HW Heartland, L.P. asks the U.S. Bankruptcy Court for permission
to employ Haynes and Boone, LLP, as attorneys, nunc pro tunc to
the Petition Date.

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

The firm's rates are:

         Name                 Status            Hourly Rate
         ----                 ------            -----------
  Stephen M. Pezanosky        Partner              $625
  Mark J. Elmore              Of Counsel           $475
  Jordan R. Bailey            Associate            $295
  Kim Morzak                  Paralegal            $200

Haynes and Boone was paid $500,000 as a retainer by the Debtor for
work to be performed in connection with preparing to file the
Chapter 11 case.  Haynes and Boone has drawn against that retainer
in the amount of $81,804 for the payment of fees and costs of the
firm and outside vendors.  The firm will hold the remaining
$418,196 of the retainer in trust for the Debtor pending further
order of the Court.

Hearing on the employment motion is set for Oct. 18, 2012 at 1:15
p.m.

HW Heartland, L.P., filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-35790) in its hometown in Dallas on Sept. 3, 2012.
The Debtor estimated assets and debts of at least $10 million.
Judge Barbara J. Houser oversees the case.  The Debtor tapped
Stephen M. Pezanosky, Esq., at Haynes and Boone, LLP, in Dallas,
as counsel.

The petition was signed by Lance Fair, authorized signatory, HW
Heartland GP, LLC, the sole general partner of the Debtor.


INDIANAPOLIS DOWNS: Has Cramdown Confirmation on Oct. 19
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Centaur Gaming Inc. will buy Indianapolis Downs LLC
for $500 million if the bankruptcy judge in Delaware approves the
Chapter 11 reorganization plan at an Oct. 19 confirmation hearing.

According to the report, the plan called for selling the horserace
track and casino 25 miles from Indianapolis if the price were high
enough.  Otherwise, the plan would give ownership mostly to
second-lien lenders.  Second-lien lenders and Fortress Investment
Group LLC reached a settlement that came close to insuring
approval of the plan.  Fortress has about 35% of the second-lien
debt and 90% of the third-lien debt.

The report relates that the compromise calls for the second-lien
creditors to chip in $2.5 million to the third-lien group given
the $500 million sale price with Centaur.  Despite the settlement,
not enough of the third-lien creditors voted in favor of the plan
to avoid using the cramdown process.  In addition, there are other
objections to confirmation of the plan

The report notes cramdown is also required because unsecured
creditors, with claims that may total from $9 million to
$24 million, receive nothing and therefore are treated as voting
as a class against confirmation.  The track missed an interest
payment in November 2010 on $375 million in second-lien notes.
The reorganization begun in April 2011 is being financed with a
$103 million loan from the existing first-lien lenders, with Wells
Fargo Bank NA as agent.

According to Bloomberg, secured liabilities of the racino include
$98.125 million owing on the first-lien financing, $375 million
outstanding on the second-lien notes and $72.65 million on third-
lien subordinated notes.

                     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.


INVESTCORP SA: Fitch Rates Senior Unsecured Notes 'BB(exp)'
-----------------------------------------------------------
Fitch Ratings has assigned Cayman Islands-based Investcorp S.A.'s
(ISA) proposed senior unsecured notes an expected rating of
'BB (exp)'.  The issue will be guaranteed by Investcorp Bank
B.S.C. (IBSC), the parent which is based in Bahrain.  The final
rating is subject to receipt of final documentation conforming to
information already received.

The notes are expected have a tenor of approximately five years.
Proceeds will be used to extend the company's debt maturity
profile and repay revolving credit facilities.


JETSTAR PARTNERS: Selling Assets to Pay Symetra Life's Obligations
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Jetstar Partners, Ltd., to sell substantially all of
the collateral of its secured creditor Symetra Life Insurance
Company.

The Debtor noted that the sale will allow the Debtor to pay
Symetra's allowed claim in full but will also provide the funds
necessary to satisfy in full all allowed administrative, priority
and unsecured claims of the Debtor's estate.

The Debtor related that the sale is a prerequisite to its ability
to confirm and consummate a Chapter 11 plan or plans, and is made
in contemplation of a plan or plans.  Accordingly, the sale is a
transfer pursuant to section 1146(a) of the Bankruptcy Code, which
will not be taxed under any law imposing a stamp tax or similar
tax.

The Debtor noted that the property will be transferred to the
purchaser upon the Debtor's receipt of the purchase price, free
and clear of all liens, except for liens held by Symetra Life
Insurance Company or its successors or assigns.

Additionally, the claims of Dallas County and Coppell ISD for 2011
ad valorem taxes on the Debtor's real and personal property,
including postpetition interest at the statutory rate of 1% per
month, will be paid in full no later than the closing of the sale,
if the closing occur.

                      About Jetstar Partners

Jetstar Partners, Ltd., was formed on Oct. 14, 1999, for the
purpose of owning and developing real property in Dallas County,
Texas.  Jetstar owns and operates certain real property in Irving,
Dallas County.  Collinternational IV, Inc., a Texas corporation,
is the sole general partner of Jetstar.

Jetstar Partners, Ltd., filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-31444) on March 5, 2012.  In its
schedules, the Debtor disclosed $11,435,476 in total assets and
$7,860,399 in total liabilities.  Judge Harlin DeWayne Hale
oversees the case.

According to the Disclosure Statement, the Reorganized Debtor will
make all distributions required under the Plan.  The Reorganized
Debtor will continue to operate using the funds generated from its
leases and no exit financing will be obtained.


JOAL LLC: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Joal, LLC
        715 Liberty St. N
        Morris, IL 60450

Bankruptcy Case No.: 12-40551

Chapter 11 Petition Date: October 12, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: David P. Lloyd, Esq.
                  DAVID P. LLOYD, LTD.
                  615B S. LaGrange Rd.
                  LaGrange, IL 60525
                  Tel: (708) 937-1264
                  Fax: (708) 937-1265
                  E-mail: courtdocs@davidlloydlaw.com

Scheduled Assets: $3,054,000

Scheduled Liabilities: $2,984,451

A copy of the Company's list of its 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-40551.pdf

The petition was signed by Brian Errthun, managing member.


K-V PHARMACEUTICAL: Mulls Lawsuits Against Compounding Pharmacies
-----------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that K-V Pharmaceutical Co. is considering suing two compounding
pharmacies over allegations they are improperly selling a
compounded version of the company's flagship medicine, Makena, a
drug that reduces the risk of premature births.

                     About K-V Pharmaceutical

K-V 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.


LE-NATURE'S INC: High Court Denies Dechert Bid to File Brief
------------------------------------------------------------
Matt Fair at Bankruptcy Law360 reports that the Pennsylvania
Supreme Court on Thursday denied a bid by Dechert LLP and other
firms to file an amicus brief backing K&L Gates LLP's appeal of a
decision allowing a $500 million malpractice case over criminal
fraud at Le-Nature's Inc. to proceed in county court.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- made bottled waters, teas, juices
and nutritional drinks.  Its brands included Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

On Oct. 27, 2006, the Delaware Chancery Court appointed Kroll
Zolfo Cooper, Inc., as custodian of Le-Nature's, placing it in
charge of management and operations.  Within several days, Kroll
uncovered massive fraud at Le-Nature's.  On Nov. 1, 2006, Steven
G. Panagos, a Kroll managing director, filed an affidavit with the
Delaware Chancery Court setting forth the evidence of the
financial fraud he had discovered at Le-Nature's.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006.  Kroll converted the proceedings from
Chapter 7 to Chapter 11.

On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's
Holdings Inc., and Tea Systems International Inc., filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code.

The Debtors' cases were jointly administered.  The Debtors'
schedules filed with the Court showed $40 million in total assets
and $450 million in total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC,
represented the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D.
Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub LLP, represented the Chapter 11
Trustee.  David K. Rudov, Esq., at Rudov & Stein, and S. Jason
Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC,
represented the Official Committee of Unsecured Creditors.  Edward
S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq.,
at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq.,
at Manion McDonough & Lucas, represented the Ad Hoc Committee of
Secured Lenders.  Thomas Moers Mayer, Esq., and Matthew J.
Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represented
the Ad Hoc Committee of Senior Subordinated Noteholders.

On July 8, 2008, the Bankruptcy Court issued an order confirming
the liquidation plan for Le-Nature's.


L.L. MURPHREY: Court to Reconsider Rule 2004 Order
--------------------------------------------------
Bankruptcy Judge J. Rich Leonard granted the request of D.A.N.
Joint Venture III, L.P., for reconsideration of the Court's prior
order allowing the motion of L.L. Murphrey Company and its
officers to quash the order requiring several parties to submit to
Rule 2004 examinations.

L.L. Murphrey Company filed a voluntary Chapter 7 petition (Bankr.
E.D.N.C. Case No. 12-03837) on May 21, 2012.  The debtor is an
organization engaged in the operation of swine production
facilities in Greene County, North Carolina.  The debtor
previously filed a voluntary Chapter 11 petition (Bankr. E.D.N.C.
Case No. 00-03213) on June 8, 2000.  On July 13, 2001, the Court
entered an order confirming the Debtor's fourth amended plan of
reorganization.

At the time of the 2000 filing, the debtor was in default to
Wachovia Bank, N.A., in the amount of $12,790,522. In the previous
chapter 11 case, Wachovia held personal guarantees against
principals of the debtor, including Doris Murphrey, Larry Barrow,
and Lois M. Barrow.

On July 13, 2001, the court entered an order confirming the
debtor's fourth amended plan of reorganization.  Pursuant to the
confirmed plan, the treatment of Wachovia's claims was divided
into two notes: Note A and Note B. Note A was amortized and in the
amount of $8,000,000 and called for monthly payments of $70,500.
Note B was a cash flow note in the amount of $3,500,000, less any
payments from certain swine sales netting more than $3,000,000,
and provided for an excess cash flow based payment.

On Dec. 23, 2003, a portion of Wachovia's claim was acquired by
CadleRock Joint Venture, L.P., which transferred it to DAN on
Aug. 11, 2008.

Following the debtor's chapter 7 filing, DAN filed a motion
seeking entry of an order directing the debtor and 21 other
entities to appear for examination and produce documents, pursuant
to Bankruptcy Rule 2004 on June 18, 2012.  On June 20, the court
entered an order granting DAN's motion.  Thereafter on July 11,
the debtor and its officers filed a motion to quash the order
granting DAN's motion.

The court conducted a hearing on the motion to quash on July 26,
2012, and entered an order allowing the debtor's motion as to all
parties DAN sought to examine in the debtor's bankruptcy case

On July 23, prior to the hearing and the court's entry of the
order allowing the motion to quash, DAN filed an adversary
proceeding against the debtor, the trustee, Little Bank, Inc.,
Cargill Incorporated, Cargill Animal Nutrition, Sowco, LLC, Branch
Banking and Trust Company and Sideline Farms, LLC to determine the
validity, extent and relative priority of liens these entities
claim against the debtor's property.  Larry Barrow, Lois Barrow
and Murphrey filed a complaint in the Superior Court of Greene
County, North Carolina seeking declaratory relief, pursuant to
N.C. Gen. Stat. Sec. 1-253, et seq. and N.C. Gen. Stat. Sec. 1A-1,
Rule 57, for the purpose of determining the rights and obligations
under the guaranty agreements executed in favor of Wachovia and
subsequently acquired by DAN.

On Aug. 14, 2012, DAN filed the motion for reconsideration.  DAN
made substantial modifications to its initial request for Rule
2004 examinations and the production of documents.  As modified,
the requests are narrower, addressed to fewer entities, and
summarize the scope of the examination and the types of
information sought from each entity.  Both the trustee and the
debtor filed responses objecting to the motion for
reconsideration.

On Sept. 25, 2012, DAN filed a motion to compel the trustee to
prosecute or abandon the alter ego and fraudulent conveyance
claims or authorize DAN to pursue the claims on a derivative
basis.

In granting the motion for reconsideration, Judge Leonard held
that further review reveals that the issues and parties involved
in the pending state court action and adversary proceeding are
discrete and are not related to the information sought by the
modified requests for Rule 2004 examinations made by DAN in its
motion for reconsideration, thus warranting a narrower application
of the pending proceeding rule.  Judge Leonard said DAN will not
be allowed to conduct a Rule 2004 examination of the debtor itself
because it would inevitably require the trustee to appear on
behalf of the debtor; however, it will be permitted to conduct
Rule 2004 examinations as to the remaining entities in accordance
with those modifications made in its motion for reconsideration.
Furthermore, DAN is directed to supply both the trustee and
counsel for the entity subject to the Rule 2004 examination with
notice and the opportunity to fully participate, thereby thwarting
any issue regarding the admissibility of the testimony provided at
the Rule 2004 examination in subsequent contested matters.

A copy of the Court's Oct. 11, 2012 Order is available at
http://is.gd/AfS0XFfrom Leagle.com.


LLS AMERICA: District Judge to Hold Fraudulent Transfer Trial
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a U.S. district judge in Spokane, Washington,
succinctly explained why a fraudulent transfer suit should remain
in bankruptcy court until ready for trial.

According to the report, the case involved a Ponzi scheme where
investors were sued by a trustee to recover payments of principal
and interest.  U.S. District Judge Rosanna Malouf Peterson
partially denied a motion to withdraw the reference, or move the
lawsuit from bankruptcy court to district court.  Judge Peterson
acknowledged under the Supreme Court's Stern v. Marshall ruling
that the bankruptcy court lacks constitutional authority to enter
a final judgment in a fraudulent transfer suit.  "The pretrial
process, including dispositive pretrial motion practice, is best
handled in the bankruptcy court," she said.  She decided to leave
the suit in bankruptcy court until ready for trial to utilize the
"bankruptcy court's expertise in avoidance actions."

The Bloomberg report discloses that to promote judicial economy,
Judge Peterson said the trial would be conducted in district
court, to avoid "any form of de novo review."  If the bankruptcy
judge were to hold a trial and issue proposed findings of fact and
conclusions of law, Judge Peterson said she might be obliged to
hold the trial a second time.

The case is Kreigman v. Fraser Milner Casgrain LLP (In re LLS
America LLC), 12-486, U.S. District Court, Eastern District
Washington (Spokane).

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor listed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


MALUHIA DEVELOPMENT: Oct. 31 Deadline to Win Plan Outline Approval
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
signed an agreed order extending Maluhia Development Group, LLC's
deadline to obtain:

   -- approval of the adequacy of a disclosure statement until
      Oct. 31, 2012; and

   -- confirmation of a plan of reorganization until Nov. 31,
      2012.

The Debtor, in its motion, related that on June 15, 2012, the
Court entered the deadline order requiring the Debtor to file a
plan by July 6, or its case will be converted to Chapter 7.  On
July 6, the Debtor filed its proposed Disclosure Statement and
Plan.

The Debtor noted that the deadline order did not set a deadline
for the approval of the Debtor's Disclosure Statement, but based
on the discussion at the hearing, the Debtor believes that the
Court intended the deadline to be Aug. 6.

The Debtor requested that the deadline for approval of Debtor's
Disclosure Statement be extended beyond Aug. 6, to coincide with
the agreed Oct. 31, RM Realty Group, LLC and Peter R. Morris
disclosure statement approval deadline.

The Debtor also requested that the deadline to confirm Debtor's
Plan be extended beyond Sept. 6, 2012, to coincide with the agreed
Nov. 31, 2012 PRM and Morris plan confirmation deadline.

                             The Plan

According to the Disclosure Statement dated July 6, 2012, the Plan
provides for a reorganization of all liabilities owed by Debtor.
The Reorganized Debtor will prosecute the Huang Arbitration and
Maui Builders Litigation from proceeds to be received by PRM
Realty Group, LLC and Peter R. Morris as exit financing for their
plans of reorganization.

The Debtor proposed this treatment of claims:

   -- The claim of Maui Self Storage will be paid by the
      reorganized debtor, up to the allowed amount of the claim,
      plus interest at the rate of 4.5% per annum accrued thereon
      within five years of the effective date from the proceeds
      from the sale of House 10 FF&E or the proceeds of the Huang
      Arbitration or the Maui Builders Litigation.

   -- The claim of Puritan Finance Corporation will be treated as
      a fully Secured Claim in an amount to be determined by the
      Bankruptcy Court at the Confirmation Hearing, or as
      otherwise agreed to prior to the hearing by the Debtor and
      Puritan.

   -- Creditors holding allowed general unsecured claims will
      receive 100% of their allowed claims from the proceeds from
      the sale of House 10 FF&E or the proceeds of the Huang
      Arbitration and/or the Maui Builders Litigation, after
      Equity Owner Peter Morris will retain his interest in
      Debtor, in exchange for providing for funding of the Plan
      and his commitment to use his skill, effort, and experience
      to prosecute the Huang Arbitration and the Maui Builders
      Litigation.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/MALUHIA_DEVT_ds.pdf

                     About Maluhia Development

Chicago, Illinois-based Maluhia Development Group, LLC, dba MDG,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Case
No. 10-30475) on Jan. 21, 2010.  Rakhee V. Patel, Esq., at
Pronske & Patel, P.C., assists the Company in its restructuring
effort.  The Debtor disclosed $14,734,422 in assets and
$16,643,988 in liabilities as of the Chapter 11 filing.


MATTRESS HOLDING: Moody's Affirms B2 CFR; Rates Facilities B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Mattress Holding
Corp.'s new senior secured credit facilities consisting of a $70
million revolver and a $227 million term loan. At the same time,
Moody's affirmed all other existing ratings of Mattress Firm
Holding Corporation (Mattress Firm), parent of Mattress Holding
Corp, including the B2 corporate family rating, the B2 probability
of default rating, and the speculative grade liquidity rating of
SGL-2. The outlook is stable.

The dollar-for-dollar refinancing is leverage neutral but credit
positive as it extends the company's debt maturities and increases
the capacity under its revolver. However, the improvement in
Mattress Firm's liquidity is not sufficient to prompt any change
in the rating or outlook because of the company's still moderately
high debt leverage, concerns around continued weakness in consumer
spending, and potential disruptions from the recent mergers among
the mattress manufacturers. As the company anniversaries the
recent acquisitions and continues to grow organically through
store openings and same store sales growth, Moody's expects
leverage to gradually head towards the rating agency's stated
upgrade trigger barring any significant deterioration in consumer
spending.

The refinancing will extend a portion of the term loan by two
years to January 2016 from January 2014. Moody's expects the
company's cash flow and revolver availability to comfortably cover
the unextended term loan tranche which matures in January 2014.
The transaction will double the company's revolver capacity to $70
million from $35 million and extend the maturity through January
2015 from January 2013. Moody's expects the company to maintain
good near term liquidity provided by cash flow generation and
ample availability under the upsized revolver.

The ratings are contingent upon the transaction closing as
proposed, and the receipt and review of final documentation.

Ratings assigned for Mattress Holding Corp.:

- $70 million senior secured revolving credit facility rating of
   B1 (LGD3, 40%)

- $227 million senior secured term loan rating of B1 (LGD3, 40%)

Ratings Affirmed for Mattress Firm Holding Corp.:

- Corporate family rating of B2

- Probability of default rating of B2

- Speculative grade liquidity rating of SGL-2

The following ratings for Mattress Holding Corp. will be withdrawn
upon closing of the refinance:

- $35 million senior secured revolving credit facility rating of
   B1 (LGD3, 39%)

- $227 million senior secured term loan rating of B1 (LGD3, 39%)

Ratings Rationale

The B2 corporate family rating reflects the company's moderately
high debt leverage, it's still modest scale, narrow geographic
footprint as a regionally concentrated retail chain, its limited
product diversification as a specialty retailer, and its
aggressive growth strategies. Its susceptibility to cyclical
factors that impact discretionary consumer spending is also a
rating constraint. At the same time, the rating is supported by
the company's good liquidity (as denoted in the SGL-2), its
competitive position within its markets of operation, and its
expected improvements in its credit metrics.

The stable outlook incorporates Moody's expectation for modest
credit metric improvements over the next 12 to 18 months despite
continued macroeconomic uncertainty. The outlook also reflects
Moody's expectations that Mattress Firm will continue to grow
sales and earnings through new store expansion and comparable
sales growth.

Moody's would consider an upgrade with expectations for
debt/EBITDA sustained below 4.75 times and EBITA/interest expense
sustained above 2.25 times for a prolonged period while
maintaining good liquidity. Debt/EBITDA was 5.1 times as of July
31, 2012.

Downward rating pressures will rise if macro economic factors and
consumer spending deteriorate such that same store sales or
margins decline. Ratings could be downgraded if debt/EBITDA was
sustained above 6.5 times, EBITA/interest expense fell below 1.25
times, or liquidity materially eroded for any reason.

The principal methodology used in rating Mattress Firm Holding
Corp. 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.

Mattress Firm Holding Corp. is a specialty retailer of
conventional and specialty mattresses, with over 1,000 of its own
stores (including the recently acquired 180 Mattress Giant stores
and 35 Mattress XPress stores) and over 100 franchise stores. The
company's stores are mostly in the Southern and Midwestern United
States primarily operated under the Mattress Firm banner. Revenues
for the twelve month period ended July 31, 2012 were about $840
million. The company is publicly traded but J.W. Childs owns about
54%. Mattress Holding Corp. is the sole operating entity of
Mattress Firm and the borrower under bank credit facilities.


MF GLOBAL: PricewaterhouseCoopers Tries to Stop From Being Sued
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PricewaterhouseCoopers LLP believes the bankruptcy
judge made a mistake when he authorized plaintiffs in class-action
suits to sue the former accountants for MF Global Inc., the
liquidating commodity broker.  New York-based PwC wants the judge
to hold up enforcement of his order while the accounting firm
appeals.

According to the report, in August the trustee for the brokerage
worked out an arrangement where he will allow the class-action
plaintiffs to bring lawsuits against former officer, directors and
others.  The bankruptcy judge approved the arrangement on Oct. 11.
PwC appealed the next day.  PwC doesn't want the claim-prosecution
agreement held up entirely.  PwC only wants the bankruptcy judge
to stop that part of the agreement allowing class plaintiffs to
sue the accountants.

The report relates that PwC points to provisions in the engagement
agreement saying that MF Global is prohibited from transferring
the right to sue.  The bankruptcy court found the provision not
applicable in bankruptcy.  The arrangement with class-action
plaintiffs calls for recoveries in the lawsuits to be turned over
the brokerage's trustee for distribution under the Securities
Investor Protection Act.

                          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.


MILLER BOYS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Miller Boys Properties, LLC
        2755 Philmont Avenue
        Huntingdon Valley, PA 19006

Bankruptcy Case No.: 12-19656

Chapter 11 Petition Date: October 12, 2012

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Thomas Daniel Bielli, Esq.
                  O'KELLY ERNST BIELLI & WALLEN
                  1600 Market Street, 25th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 543-7182
                  Fax: (215) 391-4350
                  E-mail: tbielli@oelegal.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by H. Jack Miller, managing member.


MOHEGAN TRIBAL: Files Statistical Report for Mohegan Sun
--------------------------------------------------------
The Mohegan Tribal Gaming Authority posted on its Web site its
Slot Machine Statistical Report for Mohegan Sun containing
statistics relating to slot handle, gross slot win, gross slot
hold percentage, slot win contribution, free promotional slot play
contribution and weighted average number of slot machines.  The
Slot Machine Statistical Report includes these statistics on a
monthly basis for the fiscal years ended Sept. 30, 2012, and 2011.
A copy of the Slot Machine Statistical Report is available for
free at http://is.gd/H1uIev

               About Mohegan Tribal Gaming Authority

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

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

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

                           *     *     *

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

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

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


MOMENTIVE PERFORMANCE: Moody's Rates $1.1BB First Lien Notes 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the $1.1 billion
guaranteed senior secured first lien notes due 2020 issued by
wholly owned subsidiaries of Momentive Performance Material's Inc.
(MPM) -- MPM Escrow LLC and MPM Finance Escrow Corp. Once the
proceeds from the new notes are released from escrow, they will be
assumed by MPM and used to repay $80 million outstanding under its
existing revolver, retire $742 million in US Dollar and Euro
denominated term loans, and tender for $200 million guaranteed
senior secured second lien notes due 2014. This transaction will
also add a modest amount of cash to MPM's balance sheet. In
conjunction with this debt issuance MPM will replace its existing
revolver and letter of credit facility with a $300 million asset
backed lending (ABL) facility. The company's outlook is stable.

"The successful issuance of this debt would be a credit positive
and substantially improve the company's liquidity," stated John
Rogers, Senior Vice President at Moody's. "However, market sector
fundamentals will cause MPM's financial performance to remain
extremely weak through 2013."

Ratings assigned

MPM Escrow LLC

Guaranteed senior secured first lien notes due 2020 at B1 (LGD2,
16%)

Ratings list:

Momentive Performance Materials Inc.

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1

Speculative Grade Liquidity Rating at SGL-3

Senior Secured Letter of Credit Facility due 2013 at B1 (LGD1,
9%)*

Guaranteed senior secured revolver due 2012 at B1 (LGD1, 9%)*

Guaranteed senior secured first lien term loan due 2015 at B1
(LGD1, 9%)*

Guaranteed senior secured notes 1.5 lien due 2020 to B2 (LGD2,
25%)

Guaranteed senior secured second lien notes due 2014 at B3 (LGD3,
32%)*

Guaranteed senior unsecured notes due 2021 at Caa1 (LGD4, 58%)

Senior subordinated notes due 2016 at Caa3 (LGD5, 84%)

The outlook is stable.

* Ratings will likely be withdrawn upon the issuance of the new
  debt.

Please note that the LGD rating assessments above may change
depending on the amount of new debt issued.

Ratings Rationale

Proceeds from the new notes will be released from escrow once MPM
has (i) closed upon the ABL or amended its existing credit
facility to allow the sharing of collateral; (ii) repaid the
existing second line notes; and (iii) the security documents
creating liens and intercreditor agreement has been executed.
These new first lien secured notes will have a first priority lien
on all property and assets of MPM's guarantor subsidiaries,
excluding the Japanese intercompany loan and the ABL collateral.
The ABL collateral will include the accounts receivable and
inventory of its US, UK, Canadian and German subsidiaries. In
addition the ABL will also have a first lien on the fixed assets
of the German subsidiary. The notes will have a second priority
lien on the ABL collateral with the exception of the German fixed
assets..

MPM's Caa1 CFR reflects the expectation that the company's
financial performance will remain weak though 2013 with EBITDA
remaining below $300 million and credit metrics that are
particularly poor -- Debt/EBITDA of over 10x (excluding the holdco
debt) and negative free cash flow. The company's sharp decline in
financial performance over the past year is a direct result of new
industry capacity and weaker than anticipated demand in key
downstream markets (automotive, construction and electronics). As
of June 30, 2012 the company's credit metrics were extremely weak
with Debt/EBITDA of 16.8x (13.7x excluding the holdco debt),
negative Retained Cash Flow/Debt (RDF/Debt) and Free Cash
Flow/Debt (FCF/Debt). Credit metrics are expected to decline
further in the third quarter and then improve modestly in the
fourth quarter.

The aforementioned ratios reflect Moody's Global Standard
Adjustments, which include the capitalization of pensions and
operating leases, as well as MPM's HoldCo PIK debt (the PIK debt
has a value of $720 million at June 30, 2012 and is accreting at
11% per year, or roughly $80 million/year).

The stable outlook reflects the expectation that the company may
be able to complete the planned debt issuance, which will greatly
improve its liquidity. However, if the company's is unable to
complete the planned debt issuance, the ratings could be lowered
as availability under the existing revolver is expected to decline
below $200 million in the third quarter of 2012. Moody's expects
that the company will continue to reduce costs and take additional
actions to improve its financial performance over the next year.
An upgrade is extremely unlikely until MPM is able to raise its
EBITDA above $450 million per year. Moody's would also look for
FCF/Debt above 2% and RCF/Debt above 6% on a sustainable basis.

The SGL-3 Speculative Grade Liquidity Rating reflects the
expectation for negative free cash flow through 2013. The addition
of $36 million to the balance sheet from this debt issuance plus
the increased availability under the new ABL facility should
provide enough additional room to manage through the current
difficult operating environment, even though MPM's recovery is
progressing slower than previously expected. MPM's liquidity would
be supported by a pro forma cash balance of $143 million and pro
forma revolver availability of $300 million. There are no
financial covenants under the new ABL facility until availability
falls below $30 million. If the company is unable to complete the
planned debt issuance, its speculative grade liquidity rating
would be lowered to SGL-4.

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

Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide. The company has two divisions: silicones
(which accounted for roughly 90% of revenues) and quartz. Revenues
were roughly $2.5 billion for the LTM ending June 30, 2012.


NORTEK INC: Moody's Assigns 'Caa1' Rating to "Add-On" Notes
-----------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3 probability of default ratings of Nortek, Inc. and upgraded
the speculative grade liquidity rating to SGL-2 from SGL-3. In a
related rating action, Moody's changed Nortek's rating outlook to
positive from stable. Moody's also assigned a Caa1 rating to the
company's proposed "add-on" senior unsecured notes due 2021,
increasing these notes to $735 million from $500 million. Proceeds
from the "add-on" note issuance will be used to repay an equal
amount of indebtedness outstanding under its senior secured term
loan due 2017, and cash on hand will be used to pay related fees
and expenses. Moody's also upgraded the senior secured term loan
due 2017 to Ba3 from B1.

The following ratings/assessments were affected by these actions:

  Corporate Family Rating affirmed at B3;

  Probability of Default Rating affirmed at B3;

  1st lien Sr. Sec. Term Loan due 2017 upgraded to Ba3 (LGD2,
  16%) from B1 (LGD2, 26%);

  10.0% Sr. Unsec. Notes due 2018 affirmed at Caa1 (LGD4, 64%);

  8.5% Sr. Unsec. Notes due 2021 affirmed at Caa1 (LGD4, 64%);
  and,

  8.5% Sr. Unsec. "add-on" Notes due 2021 assigned Caa1 (LGD4,
  64%).

Speculative grade liquidity rating upgraded to SGL-2 from SGL-3.

Ratings Rationale

The change in Nortek's rating outlook to positive from stable
reflects the enhanced liquidity and improvement in the company's
maturity profile. The proposed partial refinancing of Nortek's
senior secured term loan due 2017 with proceeds from the "add-on"
to the senior unsecured notes due 2021 substantially reduces
potential refinancing risks in 2017, as only $94 million of the
term loan will remain outstanding. Nortek will have no significant
maturities until June 2017, when the company's revolving credit
facility matures. The positive rating outlook also incorporates
Moody's views that key credit metrics will improve over the next
18 months, as Nortek benefits from the recovery in its end
markets, and reaps the benefits from improved operations and
working capital efficiencies.

Despite expectations of better operating performance, Nortek has a
highly leveraged capital structure, and this remains a key driver
of its B3 corporate family rating. For the 12 months ended June
30, 2012, debt-to-EBITDA was approximately 5.5x, and debt-to-book
capitalization was about 86%, and Moody's expects these metrics to
remain weak as the proposed refinancing will result in minimal
debt reduction. Interest coverage, defined as EBITA-to-interest
expense was approximately 1.75x over the same period, and is
likely to fall slightly on a pro forma basis, as the proposed
'add-on" Notes will carry a higher coupon than the existing bank
debt (all ratios incorporate Moody's standard accounting
adjustments). Also, Nortek has significant negative tangible
worth. The corporate family rating also reflects Moody's concerns
regarding the company's strong reliance on the non-residential and
commercial construction sectors. Although increased activity in
the US construction sector contributed to strong year-over-year
results for the first half of 2012, demand remains low relative to
past cyclical peaks and a second downturn could quickly reverse
this trend.

The upgrade of Nortek's speculative grade liquidity rating to SGL-
2 from SGL-3 reflects Moody's expectations that Nortek's earnings
will increase from revenue growth, improved operational
efficiencies and better working capital management, which should
translate into higher levels of free cash flow over the 12 months.
Due to seasonality in its businesses, Nortek usually experiences
negative free cash flow in the first half of the year, but
typically generates the greatest amount of positive free cash flow
in its third quarter. Moody's also expects availability under
Nortek's $300 million asset-based revolving credit facility will
be sufficient to meet seasonal working capital and capital
expenditure demands. The revolver remains undrawn as of September
30, 2012, with remaining availability estimated at $272 million
after accounting for $14 million in letter of credit commitments.
Aggregate availability is further reduced due to an availability
threshold.

The upgrade of the 1st lien Senior Secured Term Loan due 2017 to
Ba3 from B1 reflects the expected substantial prepayment of almost
75% of the outstanding balance. The new rating, which is three
notches above the corporate family rating, also reflects the
facility's position in Nortek's debt capital structure, as it
benefits from approximately $985 million of more junior debt in
the capital structure.

The ratings could be upgraded if Nortek is able to demonstrate the
ability to consistently generate meaningful levels of earnings and
free cash flow. A reduction in balance sheet debt or improvement
in profitability resulting in debt-to-EBITDA below 5.0x or EBITA-
to-interest expense in excess of 2.0x could result in an upgrade
(all ratios incorporate Moody's standard accounting adjustments).

The ratings could come under pressure if Nortek's financial
performance begins to weaken, if it engages in debt-financed
acquisitions, or if its liquidity profile were to deteriorate.
Debt-to-EBITDA nearing 7.0x, EBITA-to-interest expense sustained
below 1.25x, or dividends to shareholders could result in negative
rating actions.

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

Nortek, Inc. is a diversified manufacturer of branded, residential
and commercial building products. Its products include residential
ventilation products, technology products, and air conditioning
and heating products for residential and commercial applications.
Ares Management LLC, through its respective funds, is Nortek's
largest shareholder. Revenues for the 12 months through June 30,
2012 totaled approximately $2.2 billion.


MOORE FREIGHT: Taps Harwell Howard as Bankruptcy Counsel
--------------------------------------------------------
Moore Freight Service Inc. asks the Bankruptcy Court for
permission to employ Harwell Howard Hyne Gabbert & Manner P.C. as
Chapter 11 counsel.

H3GM's hourly rates are:

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

H3GM has rendered services to Moore Freight pre-bankruptcy.  In
the year prior to the petition date, Moore Freight has paid the
firm $47,997 in the aggregate.

The firm holds a $102,005 retainer from Moore Freight.

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  Moore
Freight estimated assets and debts of $10 million to $50 million.
CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MOORE FREIGHT: Wants to Hire LTC Advisory as Financial Advisors
---------------------------------------------------------------
Moore Freight Service Inc. seeks Bankruptcy Court authority to
employ LTC Advisory Services LLC as the Debtor's financial
advisors.

The Debtor said it is in need of retaining a financial advisor to
assist with analyzing and implementing critical restructuring
alternatives, and to help guide the Debtor through its
reorganization efforts.  The Debtor said Lloyd Baldridge,
principal of LTC, has significant experience as a chief financial
officer, including with respect to issues regarding freight
transportation, is also experienced in advising financially
distressed companies, and is familiar with the financial reporting
and other requirements for a Chapter 11 debtor.

The Debtor will look to LTC to evaluate the Debtor's existing
sales and marketing operations, financial functions, management
and staffing; assist with all operational, strategic, financial
and other issues during the administrative period and in the
development of a plan of reorganization; and seek additional
sources of capital pursuant to the plan.

LTC will be paid at the rate of $125 per hour for Mr. Baldridge,
with a minimum of 20 hours per week.  LTC will also be paid at a
rate not to exceed $45 per hour for any other support staff.  The
firm will also be reimbursed for all reasonable out-of-pocket
expenses.

Mr. Baldridge attests his firm is a "disinterested person" and
does not hold or represent any interest adverse to the Debtor's
estates.

Objections to the Debtor's request are due Oct. 29.  If objections
are filed, the Court will hold a hearing Nov. 13.

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  Moore
Freight estimated assets and debts of $10 million to $50 million.
CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


NATURAL PORK: U.S. Trustee Appoints 5-Member Creditors' Committee
-----------------------------------------------------------------
Daniel M. McDermott, U.S. Trustee for Region 12, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Natural Pork Production II, LLP.

The Creditors Committee members are:

       1. Alan Axelrod
          Acting Chairperson
          400 Alton Road, Suite 603
          Miami Beach, FL 33139
          Tel: (786) 216-7091
          E-mail: alan@axelrodinvestments.com

       2. Aribe & Manuela Axelrod
          c/o Alan Alexlrod
          1201 S. Ocean Drive, Suite 2201N
          Hollywood, FL 33013
          Tel: (786) 216-7091
          E-mail: alan@axelrodinvestments.com

       3. Frederick W.W. Bolander
          c/o Gabriel Ventures Partners
          350 Marine Pkwy, Suite 200
          Redwood City, CA 94065
          Tel: (650) 551-5010
          E-mail: rbolander@gabrielvp.com

       4. R II B Family, LLC
          c/o Rick Bolander
          Gabriel Ventures Partners
          350 Marine Pkwy, Suite 200
          Redwood City, CA 94605
          Tel: (650) 551-5010
          E-mail: rbolander@gabrielvp.com

       5. Revocable Trust of Frederick & Rinske Bolander
          c/o Gabriel Ventures Partners
          350 Marine Pkwy, Suite 200
          Redwood City, CA 94065
          Tel: (650) 551-5010
          E-mail: rbolander@gabrielvp.com

                 About Natural Pork Production II

Hog raiser Natural Pork Production II, LLP filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.


NATURAL PORK: Panel Taps Conway MacKenzie as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Natural Pork
Production II, LLP, asks the U.S. Bankruptcy Court for the
Southern District of Iowa for authorization to retain Conway
MacKenzie, Inc., as financial advisor, nunc pro tunc to Sept. 26,
2012.

CM will, among others, provide these services:

   a. review and analysis of the Debtor's financial condition and
      the circumstances leading up to the current financial
      distress, current business plan, and operating metrics as a
      basis, in part, for evaluating the prospects for a financial
      recovery and viable plan of treatment for unsecured
      creditors;

   b. supplement the Committee's review of the financial and cash
      flow projections and debtor-in-possession terms to evaluate
      the risks and opportunities represented or inherent therein
      and the sufficiency of the debtor-in-possession financing
      necessary to get to resolution of the circumstances;

   c. review and/or assist in the analysis of potential Chapter 5
      recoveries (preferential transfers, fraudulent conveyances
      or other); and

   d. evaluate other assets and claims available to the unsecured
      creditors and estimate value, if any.

CM professionals and paraprofessionals bill:

    Senior Managing Directors         $472.50-$607.50 per hour
    Managing Directors                $382.50-$495.00 per hour
    Directors and Senior Associates   $270.00-$382.50 per hour
    Paraprofessional                   $90.00-$135.00 per hour

The Committee believes Conway MacKenzie is a "disinterested
person," as that phrase is defined in Section 101(14) of the
Bankruptcy Code.

                 About Natural Pork Production II

Hog raiser Natural Pork Production II, LLP filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.


NATURAL PORK: Hiring Davis Brown as Corporate Counsel
-----------------------------------------------------
Natural Pork Production II, LLP, asks the U.S. Bankruptcy Court
for the Southern District of Iowa for authorization to employ
Davis, Brown, Koehn, Shors & Roberts, P.C., as special corporate
counsel to assist the Debtor with such organizational and
transactional matters as the Debtor may require in connection with
its Chapter 11 case.

Davis Brown believes that it is a disinterested person as that
term is defined in Bankruptcy Code Section 101(14).

                 About Natural Pork Production II

Hog raiser Natural Pork Production II, LLP filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.


NEOGENIX ONCOLOGY: Gets Final OK to Incur $3.2 Million DIP Loan
---------------------------------------------------------------
The Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland authorized, on a final basis, Neogenix
Oncology, Inc., to obtain postpetition financing in the amount of
$3,235,000 and enter into a secured, superpriority debtor-in-
possession loan and security agreement, from Precision Biologics,
Inc., as lender.

The Debtor was unable to obtain unsecured credit sufficient to
finance the operations of the Debtor's business on terms more
favorable than those offered by the DIP Lender.

The DIP Lender has indicated a willingness to extend the DIP Loan,
but only on the terms and conditions, including the roll-up of the
Debtor's obligations under the Prepetition Loan Documents into the
obligations under the DIP Loan Agreement.  The roll-up is a
necessary component to the DIP Loan Agreement and will ensure the
Debtor's access to sufficient liquidity for working capital and
general corporate purposes to fund day-to-day operations.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor  will grant the lender, liens,
security interests, superpriority claims, subject to carve out on
certain expenses.

The DIP Lender will also have the right to credit bid the
obligations for any or all of the collateral at a sale, lease or
other disposition of the collateral outside the ordinary course of
business, whether pursuant to a plan of reorganization or a motion
pursuant to Section 363 of the Bankruptcy Code or otherwise.

                      About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.

W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed seven
members to the committee of equity security holders.


NETWORK CN: To Offer 10 Million Shares Under 2007 Incentive Plan
----------------------------------------------------------------
Network CN Inc. filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement registering
10 million shares of common stock issuable under the Company's
Amended and Restated 2007 Equity Incentive Plan.  The proposed
maximum aggregate offering price is $1.85 million.  A copy of the
filing is available for free at http://is.gd/UuF5HJ

                          About Network CN

Causeway, Hong Kong-based Network CN Inc. operates in one single
business segment: Media Network, providing out-of home advertising
services.

As reported in the TCR on April 18, 2012, Baker Tilly Hong Kong
Limited, in Hong Kong SAR, expressed substantial doubt about
Network CN's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has incurred net
losses of $2,102,548, $2,603,384 and $37,383,361 for the years
ended Dec. 31, 2011, 2010, and 2009, respectively.  "Additionally,
the Company used net cash in operating activities of $388,278,
$1,552,403 and $5,428,273 for the years ended Dec. 31, 2011, 2010,
and 2009, respectively.  "As of Dec. 31, 2011, and 2010, the
Company recorded stockholders' deficit of $5,056,418 and
$3,524,536 respectively.

The Company's balance sheet at June 30, 2012, showed $1.03 million
in total assets, $3.72 million in total liabilities, and a
$2.69 million total stockholders deficit.


NORTEK INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Providence, R.I.-based Nortek Inc. The rating
outlook is stable.

"We assigned our 'B' issue-level rating (the same as the corporate
credit rating) to Nortek's proposed $235 million add-on to its
existing $500 million 8.5% senior unsecured notes due 2021. We
expect the notes to be issued at a premium and for Nortek to raise
$250 million of gross proceeds. The recovery rating is '4',
indicating our expectation of average (30% to 50%) recovery for
lenders in the event of a payment default," S&P said.

The company intends to use the proceeds from its proposed add-on
offering to prepay a portion of its existing term loan.

"The rating on Nortek Inc. reflects our view of the company's
'highly leveraged' financial risk, given our expectations that
leverage is likely to remain about 5x over the next several
quarters," said Standard & Poor's credit analyst Tobias Crabtree.
"The ratings also reflect what we consider to be Nortek's 'fair'
business risk profile because we believe the company has leading
positions in diverse product lines, such as kitchen range hoods
and exhaust fans. Nortek's considerable exposure to challenging
residential and nonresidential construction end markets somewhat
offsets these positions. The ratings also reflect our view of the
company's 'adequate' liquidity position as a result of its
favorable debt maturity profile," S&P said.

"Under our baseline scenario, we forecast Nortek to generate
annual EBITDA of between $230 million to $240 million in 2012 and
2013, compared with approximately $240 million earned for the
trailing 12 months ended June 30, 2012. Nortek is a manufacturer
and distributor of residential and commercial ventilation, HVAC,
display mounts, and technology products. Following acquisitions
completed in 2011, the company's technology products and display
mounts segments sales, which serve diverse end markets such as
health care and education, account for more than 30% of total
sales and have somewhat reduced the company's exposure to
challenging residential construction markets," S&P said.

"The stable rating outlook reflects our opinion that Nortek will
generate positive free cash flow and maintain credit measures in
line with its recent levels despite our expectation for weak
repair and remodeling activity over the next year. Based on EBITDA
of approximately $230 million in 2012, we expect leverage to be
about 5x, a level that's in line with our view of the company's
highly leveraged financial risk profile and the rating given its
fair business risk profile. In addition, our outlook reflects our
view that the company's liquidity position is likely to remain
adequate based on its favorable debt maturity profile," S&P said.

"We could take a negative rating action if EBITDA were to decline
more than 25% from our projected 2013 level because of another
recession and reduced construction activity or rapidly rising raw
material costs. For a lower rating, leverage would likely have to
be sustained above 7x," S&P said.

"At this time, we believe a positive rating action is unlikely
given our expectations for leverage to be maintained at 5x
throughout the next several quarters. Still, if EBITDA were to
improve at least 15% from 2013's anticipated level then we could
consider a higher rating. This could occur if, or example, a much
greater-than-expected recovery in residential construction
activity resulted in leverage being maintained between 4x and 5x,"
S&P said.


NORTHAMPTON GENERATING: Files Sixth Exclusivity Motion
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Northampton Generating Co. has been
receiving extension of exclusive plan-filing rights in one-month
increments, the Debtor filed papers last week seeking a two-month
extension.

According to the report, the newest exclusivity motion is
Northampton's sixth.  If granted at a Nov. 13 hearing in U.S.
Bankruptcy Court in Charlotte, North Carolina, the deadline will
become Jan. 18.  The company once again said it's continuing to
analyze options regarding a reorganization plan.

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor disclosed $205,049,256 in assets and $121,515,045 in
liabilities as of the Chapter 11 filing.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
the case.


NP OPCO: S&P Gives 'B+' Rating on $775MM Secured Credit Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Station Casinos LLC
(Station) subsidiaries NP Opco LLC (Opco) and Station GVR
Acquisition LLC's (GVR) $775 million senior secured credit
facility (OPCO/GVR facility) its 'B+' issue-level rating with a
recovery rating of '2', indicating S&P's expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default.

"The facility consists of a $200 million senior secured revolving
credit facility due 2017 and a $575 million senior secured term
loan due 2019. The company used proceeds from the issuance to
repay its existing credit facilities at Opco and GVR. As part of
the transaction Station plans to merge GVR into Opco. However,
until regulatory approvals are granted, GVR and Opco will be co-
borrowers under the credit agreement," S&P said.

"The corporate credit rating reflects our assessment of Station's
business risk profile as 'weak' and our assessment of the
company's financial risk profile as 'highly leveraged,' according
to our criteria," S&P said.

"We incorporate the credit quality of the consolidated Station
Casinos LLC portfolio of properties and assets into our rating,
despite the fact that different operating subsidiaries secure
different pieces of the capital structure," said Standard & Poor's
credit analyst Michael Halchak.

"Given our perception of the strategic relationships between these
entities and their common management and ownership, we expect
management will make decisions regarding operating and financial
strategies with a view toward the collective group of companies.
We believe that if a payment default were to occur on Station's
credit facilities or notes (the Propco debt) or at one of its
subsidiaries, including NP Opco LLC (Opco) or Station GVR
Acquisition LLC (GVR), management would consider alternatives
regarding the capital structure of the consolidated group, which
would likely include a comprehensive restructuring or a bankruptcy
filing," S&P said.


NUANCE COMMUNICATIONS: Moody's Affirms 'Ba2' CFR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service affirmed Nuance Communications Inc.'s
Ba2 corporate family rating, Baa2 ratings on its senior secured
facilities and Ba3 ratings on its pending upsized senior unsecured
notes. Nuance is adding $350 million on to its existing unsecured
notes for general corporate purposes including acquisitions and
repayment of $144 million of secured debt. The ratings outlook is
stable.

Ratings Rationale

The company recently announced the acquisition of healthcare
software and systems providers, JA Thomas and Quantim. The
companies extend Nuance's breadth of healthcare offering into the
clinical documentation and coding segments and should raise
Nuance's overall profile within the healthcare industry. Though
full seem-less integration of firms' product lines is likely years
off, the combination should provide some near term technology
cross pollination and leveraging of each parties customer base.

Though debt to EBITDA, pro forma for the add-on and pending
acquisitions is estimated to exceed 5x, Moody's expects leverage
will fall to 3.5x - 4x by the end of 2013 through organic growth
in EBITDA and further acquisitions. Cash balances post closing of
the debt issuance and acquisitions are expected to exceed $1
billion, as the company's strong liquidity somewhat balances the
temporarily high leverage. Free cash flow to debt is also expected
to remain strong at approximately 13% at close and increasing
towards 20% by the end of 2013.

Nuance's Ba2 corporate family rating reflects its leading position
within the voice recognition industry, the favorable growth
profile of the company and industry and the strong cash flow
generating capabilities of company. The ratings remain tempered by
the company's acquisition appetite as it attempts to further
build-out its portfolio of speech recognition applications and
services. The ratings contemplate that the company will continue
to use a mix of cash, debt and stock to finance acquisitions. As a
result of debt funded acquisitions, Moody's expects leverage will
occasionally exceed 3.5x but will return to those levels fairly
shortly thereafter. The ratings could face downward pressure if
leverage exceeds 4x on an extended basis or the company is unable
to demonstrate effectiveness at integrating acquisitions. Though
the acquisition appetite will likely restrain the ratings over the
near to medium term, as the company gets larger and subsequent
acquisitions have a smaller impact on the whole, the ratings could
be raised to the extent Nuance maintains market leadership
positions, successfully integrates the ongoing acquisitions, de-
levers and continues to produce strong free cash flow.

Adjustments:

  Issuer: Nuance Communications, Inc.

    Senior Secured Bank Credit Facility, adjusted to LGD 1, 06%
    from LGD 2, 11%

    Senior Unsecured Regular Bond/Debenture, adjusted to LGD 4,
    62% from LGD 4, 67%

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

Nuance Communications, Inc., headquartered in Burlington, MA, is a
leading provider of speech, text and imaging solutions for
business and consumers. The company had revenues of $1.6 billion
for the twelve months ended June 30, 2012.


NUANCE COMMUNICATIONS: S&P Affirms 'BB-' Rating on $350MM Add-on
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' issue-level
rating on Nuance Communication's $350 million add-on senior
unsecured notes due 2020. The '4' recovery rating on the company's
senior unsecured notes remains unchanged.

"The '4' recovery rating indicates expectations for average (30%-
50%) recovery in the event of a payment default. The company
intends to use the proceeds from the $350 million senior unsecured
notes to repay approximately $144 million of senior secured first-
lien term loan due 2013 and for general corporate purposes. The
remaining first-lien term loan outstanding is $493 million and is
due 2016," S&P said.

"The 'BB+' rating on the company's first-lien credit facilities
and the '1' recovery rating on that debt remain unchanged,
reflecting our expectation for very high (90%-100%) recovery in
the event of a payment default," S&P said.

"Our 'BB-' corporate credit rating and stable outlook on Nuance
Communications also remain unchanged. Standard & Poor's continues
to view Nuance Communications' financial risk profile as
'significant,' highlighted by its acquisitions growth strategy.
Pro forma for the proposed $350 million senior unsecured note
issuance, operating lease-adjusted total debt to EBITDA will be
in the low-5x at close, high for a 'significant' financial risk
profile and primarily a result of deferred revenue recognition
from recent acquisitions not allowed according to GAAP. We expect
leverage to decline to 4x or below over the next year, as deferred
revenue from recent acquisitions is recognized, and as Nuance
Communications generates revenue and EBITDA growth organically and
through contributions from potential future acquisitions," S&P
said.

Nuance Communications is a provider of voice and language
solutions for businesses and consumers globally.

RATINGS LIST

Nuance Communications Inc.
Corporate Credit Rating                       BB-/Stable/--

Issue Rating Unchanged

Nuance Communications Inc.
Senior Unsecured
  $1.050 bil. nts due 2020                     BB-
   Recovery Rating                             4


OBSIDIAN FINANCE: Blogger Asks 9th Circ. to Void $2.5M Verdict
--------------------------------------------------------------
Ama Sarfo at Bankruptcy Law360 reports that a blogger hit with a
$2.5 million defamation verdict for criticizing Obsidian Finance
Group LLC's trusteeship in a real estate bankruptcy proceeding
asked the Ninth Circuit on Wednesday for a new trial, saying the
court erred in refusing to give her the same First Amendment
protections as journalists.


OCEAN BREEZE: Can Employ Kevin M. Payne as Accountant
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorIzed Ocean Breeze Park Homeowners' Association, Inc., to
employ Kevin M Payne, CPA, and Proctor, Crook, Crowder & Fogal,
CPA's, in Stuart, Fla., as the Debtor's accountant, nunc pro tunc
to the Petition Date.

As reported in the TCR on Sept. 10, 2012, Proctor Crook will
provide these services:

  a. prepare required Federal, State and local tax returns with
     supporting schedules for the tax years ended March 31, 2013,
     et seq.;

  b. prepare monthly compilations of the Debtor's financial
     statements;

  c. assist the Debtor in preparation of its Plan, Disclosure
     Statement and other work appropriate to this Chapter 11
     proceeding; and

  d. assist in the preparation of the Debtor's Chapter 11 monthly
     operating report.

Kevin M. Payne, CPA, and Proctor, Crook, Crowder & Fogal, CPA's
have agreed to accept compensation on an hourly basis at its
standard billing rate ranging from $205 to $76 per hour based on
the individuals in the firm providing services, for preparation
and filing of the required monthly, quarterly and yearly returns
and reports and for preparation of yearly Federal Income Tax
Return and other accounting matters, plus necessary and actual
expenses from the bankruptcy estate pursuant to the provisions of
the Bankruptcy Code.

         About Ocean Breeze Park Homeowners' Association

Jensen Beach, Florida-based Ocean Breeze Park Homeowners'
Association, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 12-28820) in West Palm Beach on Aug. 3, 2012.
Bankruptcy Judge Erik P. Kimball presides over the case.

Ocean Breeze Park Homeowners' Association operates a residential
cooperative mobile home park located at 3000 N.E. Indian River
Drive, Jensen Beach.  The shareholders have equity ownership in
the Cooperative, allowing them to hold proprietary leases which
provide for 99-year leasehold agreements.  There are 549 mobile
home units, 39 cottages and 16 recreational vehicle units.  There
are 137 units subject to the proprietary leases.

Bankruptcy Judge Erik P. Kimball presides over the case.  Lawyers
at Furr and Cohen, P.A., serve as the Debtor's counsel.

In its schedules, the Debtor listed $13,472,535 in assets and
$24,870,355 in liabilities.  The petition was signed by Harry
Bartlett, president.


OCEAN BREEZE: Can Employ Robert C. Furr as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Ocean Breeze Park Homeowners' Association, Inc., to
employ Robert C. Furr, Esq., and the law firm of Furr and Cohen
P.A., as attorney for the Debtor, nunc pro tunc to Aug. 3, 2012.

As reported in the TCR on Aug. 24, 2012, the professional services
the attorney will render are:

  (a) to give advice to the Debtor with respect to its powers
      and duties as debtor-in-possession and the continued
      management of its business operations;

  (b) to advise the Debtor with respect to its responsibilities
      in complying with the U.S. Trustee's Operating Guidelines
      and reporting requirements and with the rules of the court;

  (c) to prepare motions, pleadings, orders, applications,
      adversary proceedings, and other legal documents necessary
      in the administration of the case;

  (d) to protect the interest of the Debtor in all matters
      pending before the court;

  (e) to represent the Debtor in negotiation with its creditors
      in the preparation of a plan.

To the best of the Debtor's knowledge, neither the attorney nor
the law firm have any connection with the creditors or other
parties in interest or their respective attorneys.  Neither the
attorney nor the law firm represent any interest adverse to the
Debtor.  Robert C. Furr, Esq., serves as a panel trustee in the
Southern District of Florida in Chapter 7, Chapter 12 and Chapter
11 cases.

         About Ocean Breeze Park Homeowners' Association

Jensen Beach, Florida-based Ocean Breeze Park Homeowners'
Association, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 12-28820) in West Palm Beach on Aug. 3, 2012.
Bankruptcy Judge Erik P. Kimball presides over the case.

Ocean Breeze Park Homeowners' Association operates a residential
cooperative mobile home park located at 3000 N.E. Indian River
Drive, Jensen Beach.  The shareholders have equity ownership in
the Cooperative, allowing them to hold proprietary leases which
provide for 99-year leasehold agreements.  There are 549 mobile
home units, 39 cottages and 16 recreational vehicle units.  There
are 137 units subject to the proprietary leases.

Bankruptcy Judge Erik P. Kimball presides over the case.  Lawyers
at Furr and Cohen, P.A., serve as the Debtor's counsel.

In its schedules, the Debtor listed $13,472,535 in assets and
$24,870,355 in liabilities.  The petition was signed by Harry
Bartlett, president.




OLDE PRAIRIE: Taps Golan & Christie as Bankruptcy Counsel
---------------------------------------------------------
Olde Prairie Block Owner, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Illinois for permission to employ Robert
R. Benjamin, Beverly A. Berneman, Barbara L. Yong and Caren A.
Lederer of Golan & Christie LLP as counsel.

The hourly rates of Golan & Christie's personnel are:

         Partner                    $400
         Partner                    $480
         Senior Associate           $275
         Associate                  $225
         Paralegal                  $120

To the best of the Debtor's knowledge, the attorneys and the law
firm of Golan & Christie are "disinterested persons" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago in
September 2012, disclosing assets of $97 million in assets and
$80.6 million in liabilities in its schedules.  The Debtor owns
two properties: (i) the Old Prairie Property, a 53,575 square foot
parcel that has a building and a gravel paved lot at E. Cermak
Road in Chicago, and (ii) the Lakeside Property, a 159,960 square-
feet property that contains buildings in Chicago.

The Debtor said CenterPoint Properties Trust has a disputed claim
of $70.8 million, of which $63.3 million is secured.  JMB Capital
Partners is owed $3.4 million on account of DIP financing in a
previous Chapter 11 case.

Olde Prairie Block first sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  Two years later, the
bankruptcy judge in Chicago dismissed the case and granted
Centerpoint's motion to lift automatic stay to permit its state-
court foreclosure action to proceed.

In the prior case, the Debtor was represented by John Ruskusky,
Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at
Ungaretti & Harris LLP, in Chicago.  Robert R. Benjamin, Esq., at
Golan & Christie, LLP, serves as counsel to the Debtor in the 2012
Chapter 11 case.

CenterPoint is represented in the 2012 case by David F. Heroy,
Esq., and Erin E. Broderick, Esq., at Baker & McKenzie LLP.

No creditor's committee has been appointed in the case.  No
trustee has been appointed.


OLDE PRAIRIE: Has Until Oct. 19 to Propose Chapter 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
ordered Olde PrairieBlock Owner LLC to file a Chapter 11 Plan and
explanatory Disclosure Statement by Oct. 19, 2012, unless excused
by further order of Court on notice of motion and for good cause
shown.  The Court sets the case for a report on the status of the
plan on Nov. 5, at 10:30 a.m.

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago on Sept.
2012, disclosing assets of $97 million in assets and $80.6 million
in liabilities in its schedules.  The Debtor owns two properties:
(i) the Old Prairie Property, a 53,575 square foot parcel that has
a building and a gravel paved lot at E. Cermak Road in Chicago,
and (ii) the Lakeside Property, a 159,960 square-feet property
that contains buildings in Chicago.

The Debtor said CenterPoint Properties Trust has a disputed claim
of $70.8 million, of which $63.3 million is secured.  JMB Capital
Partners is owed $3.4 million on account of DIP financing in a
previous Chapter 11 case.

Olde Prairie Block first sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  Two years later, the
bankruptcy judge in Chicago dismissed the case and granted
Centerpoint's motion to lift automatic stay to permit its state-
court foreclosure action to proceed.

In the prior case, the Debtor was represented by John Ruskusky,
Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at
Ungaretti & Harris LLP, in Chicago.  Robert R. Benjamin, Esq., at
Golan & Christie, LLP, serves as counsel to the Debtor in the 2012
Chapter 11 case.

CenterPoint is represented in the 2012 case by David F. Heroy,
Esq., and Erin E. Broderick, Esq., at Baker & McKenzie LLP.

No creditor's committee has been appointed in the case.  No
trustee has been appointed.


OLDE PRAIRIE: Hearing on Relief from Stay Continued Until Nov. 6
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued until Nov. 5 and 6, 2012, at 1:30 p.m., the preliminary
pre-trial dates on CenterPoint Properties Trust's request for
relief from automatic stay in the Chapter 11 case of Olde
PrairieBlock Owner LLC.  According to the Debtor's case docket,
CenterPoint Properties wants relief from stay as to commercial
real property, or, in the alternative, dismiss or bar the Debtor.

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago on Sept.
2012, disclosing assets of $97 million in assets and $80.6 million
in liabilities in its schedules.  The Debtor owns two properties:
(i) the Old Prairie Property, a 53,575 square foot parcel that has
a building and a gravel paved lot at E. Cermak Road in Chicago,
and (ii) the Lakeside Property, a 159,960 square-feet property
that contains buildings in Chicago.

The Debtor said CenterPoint Properties Trust has a disputed claim
of $70.8 million, of which $63.3 million is secured.  JMB Capital
Partners is owed $3.4 million on account of DIP financing in a
previous Chapter 11 case.

Olde Prairie Block first sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  Two years later, the
bankruptcy judge in Chicago dismissed the case and granted
Centerpoint's motion to lift automatic stay to permit its state-
court foreclosure action to proceed.

In the prior case, the Debtor was represented by John Ruskusky,
Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at
Ungaretti & Harris LLP, in Chicago.  Robert R. Benjamin, Esq., at
Golan & Christie, LLP, serves as counsel to the Debtor in the 2012
Chapter 11 case.

CenterPoint is represented in the 2012 case by David F. Heroy,
Esq., and Erin E. Broderick, Esq., at Baker & McKenzie LLP.

No creditor's committee has been appointed in the case.  No
trustee has been appointed.


OLDE PRAIRIE: CenterPoint Withdraws Case Transfer Bid
-----------------------------------------------------
CenterPoint Properties Trust notified the U.S. Bankruptcy Court
for the Northern District of Illinois of its withdrawal of a
motion to transfer the Chapter 11 case of Olde PrairieBlock Owner
LLC to Chief Judge Bruce W. Black for the purpose of reassigning
the case to the Hon. Jack B. Schmetterer, who presided over the
Debtor's previous chapter 11 proceeding.  The case is presently
assigned to the Hon. Pamela S. Hollis.

As reported in the Troubled Company Reporter on Sept. 27, 2012,
CenterPoint said the Chapter 22 filing was made on the eve of the
foreclosure sale of the Debtor's property.  According to
CenterPoint, the case involves a two-party dispute between the
Debtor and CenterPoint, its only secured creditor, who holds a
claim of more than $70 million secured by the Debtor's assets.
The Debtor has no employees or operations.  It has no business to
reorganize, and has been stripped of its rights to collect rents
from, possess, administer, or manage its most significant asset --
a failed hospitality development after 14 years of trying -- by
the Circuit Court of Cook County, Illinois presiding over
foreclosure proceedings initiated by CenterPoint in 2009.

The Debtor filed its first chapter 11 case on May 18, 2010 -- a
day before the Circuit Court was to rule on a summary judgment
motion filed by CenterPoint in the foreclosure proceeding.  After
23 months and six failed attempts by the Debtor to confirm a plan
of reorganization, on April 17, 2012, the Judge Schmetterer
dismissed the case and lifted the automatic stay to permit
CenterPoint to proceed against the Debtor in the pending
foreclosure action.

The Circuit Court entered a judgment in favor of CenterPoint in
the foreclosure proceedings on Aug. 13, 2012 and a foreclosure
sale was scheduled for Sept. 24, 2012.  According to CenterPoint,
on the last business day before the foreclosure sale, the Debtor
filed the chapter 22 case as a last-ditch effort to frustrate
CenterPoint's legitimate efforts to enforce its rights and collect
on its debt.  Despite having more than two years since its
original bankruptcy filing on May 18, 2010, the Debtor still has
not submitted any plan of reorganization, let alone a confirmable
plan with a financing commitment to fund payment of CenterPoint's
claim in full.

CenterPoint said it intends to file a motion seeking dismissal of
the Debtor's case. CenterPoint said Judge Schmetterer became
intimately familiar with the facts relevant to a dismissal
decision in presiding over the Debtor's first bankruptcy case.

According to CenterPoint, there is no reason for the Court now to
undertake a fresh review of a two-party dispute that has spanned
more than three years. Moreover, transfer of the case to Judge
Schmetterer will provide for an expedited resolution of this
matter and, if dismissal is granted, will permit CenterPoint to
proceed with the foreclosure sale on schedule without having to
re-notice the sale at additional cost.  Prompt dismissal also will
minimize further interest accrual of nearly $1,000,000 per month
in favor of CenterPoint.

CenterPoint noted that, if the foreclosure sale is not commenced
by Nov. 23, 2012, the soonest the next sale could be commenced is
January 2013.  With interest on CenterPoint's claim accruing at
the rate of $32,095.21 per day or $962,856.00 for a 30 day month,
time is of the essence.

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago on Sept.
2012, disclosing assets of $97 million in assets and $80.6 million
in liabilities in its schedules.  The Debtor owns two properties:
(i) the Old Prairie Property, a 53,575 square foot parcel that has
a building and a gravel paved lot at E. Cermak Road in Chicago,
and (ii) the Lakeside Property, a 159,960 square-feet property
that contains buildings in Chicago.

The Debtor said CenterPoint Properties Trust has a disputed claim
of $70.8 million, of which $63.3 million is secured.  JMB Capital
Partners is owed $3.4 million on account of DIP financing in a
previous Chapter 11 case.

Olde Prairie Block first sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  Two years later, the
bankruptcy judge in Chicago dismissed the case and granted
Centerpoint's motion to lift automatic stay to permit its state-
court foreclosure action to proceed.

In the prior case, the Debtor was represented by John Ruskusky,
Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at
Ungaretti & Harris LLP, in Chicago.  Robert R. Benjamin, Esq., at
Golan & Christie, LLP, serves as counsel to the Debtor in the 2012
Chapter 11 case.

CenterPoint is represented in the 2012 case by David F. Heroy,
Esq., and Erin E. Broderick, Esq., at Baker & McKenzie LLP.

No creditor's committee has been appointed in the case.  No
trustee has been appointed.


PAIN MANAGEMENT: Clawback Suit Against Bank Survives Dismissal Bid
------------------------------------------------------------------
Bankruptcy Judge Anthony J. Metz III denied the request of
Heartland Bank and Trust Company to dismiss Count I of the
clawback lawsuit filed by the trustee of the unsecured creditor
trust established under the confirmed Chapter 11 plan of Pain
Management Center of Southern Indiana, P.C.

In the lawsuit, Official Unsecured Creditors' Committee and Ayres
Carr & Sullivan, P.C. as Trustee of the Unsecured Creditor Trust
Plaintiff v. Heartland Bank and Trust Company, Kamal K. Tiwari,
And Marisha, LLC. Defendants, Adv. Proc. No. 10-50526 (Bankr. S.D.
Ind.), the Plaintiffs filed their Amended Complaint to Set Aside
Fraudulent Transfers on March 28, 2012, of which Count I seeks to
avoid as a fraudulent transfer the security interest granted to
Western Springs National Bank, and now held by successor
Heartland.  The Amended Complaint alleges that in October 2006,
Western Springs and Pain Management entered into a business loan
agreement wherein Western Springs agreed to make advances to Pain
Management for working capital and for Kamal K. Tiwari, the sole
shareholder of Pain Management, in the amount of $2,000,000.  In
exchange for the Loan, Pain Management granted Western Springs a
security interest in its equipment, inventory, accounts and all of
its other property.  The Amended Complaint alleges that at least
$1,500,000 of the loan proceeds were transferred to a bank account
in Tiwari's name for which Tiwari used for personal investment or
other personal expenditures. Depending on whether Western Springs
disbursed the funds to Pain Management (who in turn disbursed the
funds to Tiwari) or whether Western Springs disbursed the funds to
Tiwari directly, the Plaintiffs alleged that the taking of a
security interest in substantially all of Pain Management's assets
was a transfer that is avoidable under Sec. 548(a)(1))(B).

Pain Management Center of Southern Indiana, P.C., Pain Management
& Surgery Center of Southern Indiana, Inc., and Comprehensive
Spine Care, P.C. Debtors filed for Chapter 11 bankruptcy (Bankr.
S.D. Ind. Case Nos. 08-10555, 08-10560, 08-10557) in 2008.  The
Debtors filed their chapter 11 plan on Aug. 27, 2008.  Western
Springs filed a proof of secured claim for $2,014,679 on Sept. 24,
2008 to which there was no objection.  An unsecured creditors'
committee was formed and the Court approved employment of its
counsel.

The Debtors' chapter 11 plan was confirmed on Dec. 21, 2009.  The
Plan provided that an "Unsecured Creditor Trust" was to be
established for the benefit of the unsecured creditor class 7 and
funded by the "Tiwari Contribution" which was defined as the
lesser of $250,000 or 60% of the allowed claims of Class 7.  The
Trust would be managed by the Unsecured Creditor Trustee.  Tiwari
was to execute a promissory note evidencing the terms and
conditions of his obligations under the Tiwari Contribution.
Payments of the Tiwari Note were secured by Tiwari's pledge of
stock in the reorganized Debtors.

Article 5.1 of the Plan provided in part that the Debtors did not
anticipate pursuing any avoidance actions and that the Committee
was waiving its right to compel the Debtors to bring such
avoidance actions or to bring such actions on its own.  Article
5.2, however, carved out an exception to Article 5.1 in that it
provided that the Debtors and the Committee specifically preserved
and reserved all rights to bring avoidance actions against Tiwari
and Western Springs and that only the Committee could bring such
actions in the event Tiwari defaulted on his payments under the
Tiwari Note.

As provided for in the Article 5.2 carveout, the Committee filed
the adversary proceeding and its initial fraudulent transfer
complaint against Western Springs and Tiwari on Aug. 26, 2010.

On Dec. 1, 2010, in the main bankruptcy case, the Debtors moved to
sell their assets to Certified Surgeons, Inc., for $140,000.
Western Springs objected on the basis that it had a first priority
perfected security interest in the assets and that it therefore
had the right to credit bid its interest at sale.  Western Springs
submitted its credit bid in the amount of $100,000 and was
determined to be the successful bidder at the sale.

On Feb. 28, 2011, the Court approved the sale of the Debtor's
assets to Western Springs.  Four days later, a previously filed
and pending motion to dismiss or convert filed by the United
States Trustee was granted and the case converted to chapter 7.

Less than two months after Western Springs bought the Debtors'
assets, it was closed and the Federal Deposit Insurance
Corporation was appointed receiver. Heartland and the FDIC entered
into a purchase agreement on April 8, 2011 whereby Heartland
bought certain assets and assumed certain liabilities of Western
Springs. The Plaintiff thereafter amended its complaint and
substituted Heartland for Western Springs.

Heartland moved to dismiss Count I of the Amended Complaint under
Fed. R. Bankr. P 7012(b)(1) and (6), saying the Plaintiffs lack
standing to bring the action and have failed to state a claim.
Heartland argues the Committee no longer had standing because it
ceased to exist once the case was converted to chapter 7 and that
the Trustee does not have standing because the avoidance action
was not assigned to the Trust, and thus, the Trustee cannot
administer it.  Heartland further argues the chapter 7 trustee has
no standing because he is bound by the acts of the chapter 11
Debtors and those acts included selling the Debtors' assets to
Western Springs, its predecessor and that pursuit of this
avoidance action would be contrary to the Sale Order.  Heartland
also argues that the pursuit of the avoidance action is an
impermissible collateral attack on the Sale Order and that it is
barred by the doctrines of collateral estoppel and res judicata.

In his ruling, Judge Metz agrees the creditors' committee lacks
standing to pursue the avoidance action.  The Committee operated
only as a committee in the chapter 11, and it was dissolved when
the case converted to chapter 7 and no corresponding chapter 7
committee had been appointed.  As to the Creditor Trustee, the
judge noted that the fully executed Trust Agreement expressly
included the avoidance action as part of the "Trust Assets" to be
administered by the Trustee.  Hence, the Trustee has standing to
bring the action.

Judge Metz also ruled that the avoidance action has nothing to do
with the validity and priority of Heartland's security interest in
the Debtors' assets and any arguments with respect to mootness and
finality of the sale likewise fail.  The Creditor Trustee filed
his initial avoidance action against Western Springs on Aug. 26,
2010.  It was not until late 2010 that the Debtors' moved to sell
their assets, with the Sale Order being entered in late February,
2011.  Thus, when Western Springs offered its credit bid for the
Debtors' assets, it was already on notice that the Trustee had
brought an action to avoid Western Springs' security interest in
them.  Nothing in the Sale order nullified the Trustee's right to
bring such action, the judge said.

A copy of the Court's Oct. 11, 2012 Order is available at
http://is.gd/ndd632from Leagle.com.


PARADISE VALLEY: Seeks Approval of Patten Petterman as Counsel
--------------------------------------------------------------
Paradise Valley Holdings LLC, filed papers in Court seeking formal
approval of Patten, Peterman, Bekkedahl & Green as its legal
counsel.

The firm's professionals who will be working on the case are James
A. Patten, Craig D. Martinson, W. Scott Green, Patricia D.
Peterman, Bruce O. Bekkedahl, Michael McGuinness, and Benjamin J.
Halverson.

Services rendered by attorneys James A. Patten, Patricia D.
Peterman, Bruce O. Bekkedahl, W. Scott Green, and Craig D.
Martinson will be paid at $315 per hour.  Services rendered by
Michael McGuinness will be compensated at $150 per hour.  Services
rendered by attorney, Benjamin J. Halverson will be compensated at
$125 per hour.

Services rendered by paralegals Diane S. Kephart and April J.
Boucher will be compensated at $125 per hour.  Services rendered
by paralegals Valerie Cox, Phyllis Dahl, Marcia Berg, and Leanne
Beatty will be compensated at $110 per hour.

To the best of the Debtor's knowledge, neither Patten Peterman nor
its professionals have any connection with the creditors, or any
other party in interest, or their attorneys and accountants, the
United States Trustee, or any person employed in the office of the
United States Trustee, and are "disinterested persons" as defined
in 11 U.S.C. 101(14).

The firm has been paid the filing fee of $1,046 and prepetition
legal fees of $5,532.  The firm also holds $28,527 as retainer.

                       About Paradise Valley

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.

Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.


PARADISE VALLEY: Hiring Holmes & Turner as Accountants
------------------------------------------------------
Paradise Valley Holdings LLC seeks permission from the Bankruptcy
Court to employ Holmes & Turner, P.C., of Bozeman, Montana, as
accountants to prepare income tax returns, financial statements
and reports for the Debtor.

To the best of the Debtor's knowledge, Holmes & Turner has no
connection with the creditors, or any other party in interest, or
their respective attorneys and accountants, the United States
Trustee, or any person employed in the office of the United States
Trustee, and is a "disinterested person" as defined in 11 U.S.C.
101(14).

The firm's hourly rates are:

          Ernest J. Turner                $250
          Duane Moulton                   $165
          Carol Dismore                   $150
          Rosalie Barndt                  $140
          Kristine Yakawich                $95
          Amanda Flohr                     $90
          Chandra Inman                    $40

                       About Paradise Valley

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.

Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.  Patten, Peterman,
Bekkedahl & Green serves as the Debtor's legal counsel.


PATRIOT COAL: Wins Round in Fight With Environmental Groups
-----------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that Patriot Coal Corp. has won approval to ask a federal judge in
West Virginia for more time to comply with federal pollution laws,
a win for the mining firm in its legal fight with environmental
groups trying to hold the firm accountable for cleaning up its
West Virginia mining complexes.

                        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: Court Authorizes Limited Relief from Automatic Stay
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has entered an order granting Patriot Coal Corporation and Hobet
Mining, LLC, limited relief from the automatic stay, to the extent
applicable, to allow for certain actions to be taken in Ohio
Valley Envtl. Coal, Inc. v. Hobet Mining, LLC, No. 3:09-1167 (S.D.
W. Va.) and Ohio Valley Envtl. Coal., Inc. v. Patriot
Coal Corp., No. 3:11-0115 (S.D. W. Va.) for the purpose of
modifying orders in such cases through the extension of certain
compliance deadlines.

As reported in the TCR on Oct. 2, 2012, the orders refer to a
March 15, 2012 Consent Decree with the Plaintiffs and the Hobet 22
Order.  The Hobet 22 Order refers to a Sept. 1, 2010 Order and an
Oct. 8, 2010 Order requiring Hobet Mining, LLC, inter alia, to
construct a system at Hobet's Mine 22 to treat selenium discharged
from Outlet 001 on Hobet's NPDES Permit WV1022911 and to bring the
selenium effluence from one of its mining outfalls into compliance
with applicable permit limitations by May 1, 2013.

According to papers filed with the Bankruptcy Court, the extension
of the deadlines would aid the Debtor Movants' restructuring
efforts, and the limited relief sought will not prejudice any of
the parties' otherwise applicable rights.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Committee Can Retain Epiq as Information Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors of
Patriot Coal Corporation, et al., to retain Epiq Bankruptcy
Solutions, LLC, as the information agent for the Committee, nunc
pro tunc to July 18, 2012.

As reported in the TCR on Oct. 2, 2012, Epiq will undertake, among
others, these actions and procedures:

  (a) Establish and maintain a Web site at
      http://www.patriotcoalcommittee.com/that provides, without
      limitation:

         (i) General information regarding the Chapter 11 cases;

        (ii) Contact information for the Committee (and any
             information hotlines that they establish), the
             Debtors' counsel and the Committee's counsel;

       (iii) The date by which unsecured creditors must file their
             proofs of claim;

        (iv) The voting deadline with respect to any Chapter 11
             plan of reorganization filed in the Chapter 11 cases;

         (v) Access to the claims docket, as established by the
             Debtors or any claims agent retained in the
             Chapter 11 cases;

        (vi) The Debtors' monthly operating reports;

       (vii) A list of upcoming omnibus hearing dates and the
             calendar of matters on such hearing dates;

      (viii) Answers to frequently asked questions;

        (ix) Links to other relevant websites (e.g., the Debtors'
             corporate website, the website of the Debtors'
             notice, claims and soliciting agent, Garden City
             Group, Inc., the Bankruptcy Court website and the
             website of the United States Trustee); and

         (x) Email functionality whereby viewers may submit an
             inquiry to the Committee.

  (b) Provide a call center or other creditor hotline, respond to
      creditor inquiries via telephone, letter, email, facsimile
      or otherwise, as appropriate, and related services (which
      will be published on the Committee Website);

  (c) Assist the Committee with certain administrative tasks,
      including, but not limited to, printing and serving
      documents as directed by the Committee and its counsel; and

  (d) Provide a confidential data room, if necessary.

Epiq will be compensated in accordance with the provisions of the
standard services agreement by and between the Committee and Epiq.
Epiq will (a) file a final fee application, and (b) submit monthly
fee statements in the event that Epiq's fees exceed $2,000 during
any given month.

                        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: MMD Claim of $43,599 Transferred to Sierra Liquidity
------------------------------------------------------------------
Vonore, Tenn.-based MMD Mineral Sizing America, Inc.'s claim of
$57,793.31 in Coyote Coal Company has been partially transferred
in the amount of $43,599 to Irvine, Calif.-based Sierra Liquidity
Fund, LLC.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.




PATRIOT COAL: Creditors Committee Proposes Mesirow as Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Patriot Coal Corporation, et al., asks, in an amended
application, the U.S. Bankruptcy Court for the Southern District
of New York for approval to retain Mesirow Financial Consulting,
LLC as its financial advisors.

According to the Committee, at a July 24, 2012, meeting, the
Committee interviewed several potential advisors and, after due
deliberation and a vote, decided to retain (i) Houlihan Lokey
Capital, Inc., as primary financial advisors; and (ii) MFC as
financial advisors for specific projects.  Prior to filing the
application, substantial efforts were undertaken by the Committee
to carefully delineate and allocate the respective services to be
provided by each of Houlihan Lokey and MFC to avoid overlap,
duplication and most importantly, to ensure that advice and
guidance deemed necessary and appropriate by the Committee in
furtherance of its duties is provided in a timely and cost
effective manner.

The Committee has requested that MFC provide limited financial
advisory services to the Committee in order to advise the
Committee in the course of thee cases.

The Committee believes that MFC can provide certain supplemental
and discrete financial advisory services, as:

   a. provide litigation support services, which may include but
      are not limited to assisting with discovery, advising on
      damages and providing expert testimony, if necessary, to
      assist the Committee in analyzing potential causes of
      action, including potential preferences and fraudulent
      conveyances, specifically, including the investigation of
      transactions with Peabody, Arch, and ArcLite;

   b. analyze existing and proposed employee compensation programs
      including any proposed annual incentive bonus program/KEIP
      well as OPEB2/Pension/Labor obligations, including funding
      status and financial analysis;

   c. provide tax analyses and tax advice regarding any proposed
      Plan of Reorganization, including any post-confirmation
      trust that may be established; and

   d. analyze intercompany claims and transactions, including as
      set forth on the Debtors' schedules/statements of financial
      affairs.

MFC will not bill the Debtors for staff or paraprofessionals
performing clerical or administrative services.  The hourly rates
of MFC's personnel are:

         Director, Managing Director, and
           Senior Managing Director              $855 - $895
         Senior Vice-President                   $695 - $755
         Vice President                          $595 - $655
         Senior Associate                        $495 - $555
         Associate                               $315 - $425
         Paraprofessional                        $160 - $250

                        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.
The Committee tapped Kramer Levin Naftalis & Frankel LLP as
counsel; Cole, Schotz, Meisel, Forman & Leonard, P.A. as conflicts
counsel; Mesirow Financial Consulting, LLC, as accounting
advisors; Houlihan Lokey Capital, Inc., as financial advisor; Epiq
Bankruptcy Solutions, LLC, as the information agent.



PEMCO WORLD: WARN Claimants Want Case Converted to Chapter 7
------------------------------------------------------------
Ethan Willock, the plaintiff in the putative Class Action
Adversary Proceeding Complaint, Adversary No. 1, on behalf of
himself and the class of those similarly situated, asks the U,S.
Bankruptcy Court for the District of Delaware to:

   -- vacate the order approving the sale of substantially all of
      the assets of PEMCO World Air Services, Inc., et al., to
      Avion Services Holdings, LLC , or alternatively;

   -- convert the Chapter 11 cases of the Debtors to those under
      Chapter 7 of the Bankruptcy Code.

According to the WARN Claimants, the Debtors filed their Chapter
11 cases and filed a motion to sell substantially all of their
assets to Avion without mass layoffs at their Tampa Facility.
Six days prior to the sale hearing, however, the Debtors filed a
Second Amended and Restated APA providing for the sale of their
assets to Avion but this time the sale transaction was accompanied
by mass layoffs.  In fact, the same day the revised APA was filed,
the Debtors terminated the employment of more than half their
workforce.  The presumably thought the termination of half their
workforce was in the ordinary course of their business because no
notice was given of the layoffs.

The WARN claimants submit that their right to due process, to
object to the sale order, and be heard has been violated.

                         About Pemco World

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.

The Debtor's plan proposes to repay unsecured creditors between 1%
and 3% on their claims after selling its assets earlier this year
to a unit of Sun Capital Partners.


PEREGRINE FINANCIAL: Forex, Metals Clients to Sue Over Funds
------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that foreign exchange
and metals customers of Peregrine Financial Group Inc. said
Thursday they planned to launch an adversary proceeding in
Illinois to force the firm's bankruptcy trustee to turn over their
funds or reclassify them as secured interests in the estate.

Their attorney, Vivian Drohan of Drohan Lee LLP, agreed to
withdraw a motion asking for that relief during a hearing before
U.S. Bankruptcy Judge Carol A. Doyle, who said an adversary suit
would likely be the more appropriate way to handle the issue,
Bankruptcy Law360 relates.

                     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.


PICCADILLY RESTAURANTS: Sec. 341 Creditors Meeting Set for Oct. 30
------------------------------------------------------------------
The U.S. Trustee for Region 5 will convene a Meeting of Creditors
under 11 U.S.C. Section 341 in the Chapter 11 cases of Piccadilly
Restaurants, LLC, et. al., on Oct. 30, 2012, at 11:00 a.m. at the
341 Meeting Room, 214 Jefferson St., in Lafayette, La.

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, in New Orleans,
serve as the 2012 Debtors' counsel.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.




PINNACLE AIRLINES: DCPA to Support Quest to Maintain Standards
--------------------------------------------------------------
The Delta Connection Pilot Alliance (DCPA), which includes the
pilots of Atlantic Southeast, Compass, and Pinnacle Airlines, all
represented by the Air Line Pilots Association, Int'l, expressed
their solidarity with the pilots of Pinnacle, who are engaged in a
fight to maintain key provisions in their contract while also
working to find the cost savings necessary to help their company
emerge from bankruptcy.

On Oct. 16, the U.S. Bankruptcy Court for the Southern District of
New York will begin hearing arguments regarding Pinnacle Airlines'
motion to reject the pilot contract and impose terms on the more
than 2,700 pilots who fly for the airline if a tentative agreement
cannot be reached.  The terms currently being sought by management
would undercut every other regional carrier pilot contract and
provide Pinnacle Airlines with an overwhelming competitive
advantage over other carriers--who would, in turn, seek
concessions from their pilots.

"Pinnacle management hopes to compel the court to approve a plan
that would strip us of our current wage rates, work rules, and
benefits, while creating an unfair cost advantage over the rest of
the industry," said Captain Tom Wychor, head of the Pinnacle unit
of ALPA.  "With looming retirements at mainline carriers and an
already limited pool of available pilots, regional airlines need
to provide their pilots with competitive contracts, fair wages,
and an acceptable quality of life.  The proposed terms not only
would be detrimental to the Pinnacle pilots today, but also would
have long-lasting effects on the industry as a whole."

Pinnacle management is seeking a 33 percent reduction in pilot
costs.  These cuts would negate many of the improvements in pilot
wages and benefits gained in the 2011 contract that combined the
three pilot groups of Colgan, Mesaba, and Pinnacle into one
entity.  In addition, the terms that Pinnacle proposes are far
worse than those negotiated by the Mesaba pilots in the course of
their 2006 bankruptcy.

Pinnacle filed for bankruptcy on April 1, 2012, and originally
proposed an 18 percent reduction in pilot costs.  Following an
eight-week hiatus in negotiations over the summer, Pinnacle
revised its term sheet and now seeks nearly double the original
cost-savings target.  The pilot group has offered numerous and
innovative cost-saving proposals along with a 2 percent wage cut
that meets the company's original 18 percent target.

"As pilots serving the same industry segment, we are especially
wary of any efforts by our managements to undercut competition by
gutting pilot contracts," commented Captain David Nieuwenhuis,
head of the Atlantic Southeast unit of ALPA and chair of the DCPA.

"Pinnacle management is attempting to win by racing to the bottom
with the help of courts, but that's a race all of us, including
our companies and passengers, will inevitably lose."

                      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.


POTOMAC SUPPLY: Hearing on Chapter 7 Case Conversion Today
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
continued until Oct. 17, 2012, at 2 p.m., the hearing to consider
Regions Bank's request to convert/dismiss Potomac Supply
Corporation's case or appoint a liquidating trustee.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr., presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serves as the Debtor's bankruptcy counsel.
LeClairRyan P.C. is representing the Official Committee of
Unsecured Creditors.


RADIAN GROUP: S&P Raises ICR to 'CCC+' After Criteria Revision
--------------------------------------------------------------
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged. The outlook on both companies
is negative.

"The rating actions for RDN and MTG reflect Standard & Poor's
updated criteria for assigning 'CCC+', 'CCC', 'CCC-', and 'CC'
ratings," said Standard & Poor's credit analyst Ron Joas. "We
associate each rating level with a distinct scenario or set of
scenarios. The likelihood and time frame to anticipated default
are the primary factors considered when assigning 'CCC' category
ratings, and the plus or minus sign modifier within the category."

A 'CCC+' rating is assigned when:

    The issuer is currently vulnerable and dependent upon
    favorable business, financial, and economic conditions to meet
    its financial commitments; and

    The issuer's financial commitments appear to be unsustainable
    in the long term, although it may not face a near-term (within
    12 months) credit or payment crisis.

"RDN had total cash and investments of $350 million at the holding
company as of June 30, 2012, $50 million or more of which we
expect to be downstreamed to the operating companies within the
next 12-18 months to meet the regulatory risk to capital
requirement of 25x to continue writing in new business," S&P said.

"RDN's operating companies have reported significant losses over
the past several years and have been unable to provide dividends
to the holding company. We expect operating losses to continue
into 2014 and, barring more significant improvement in the job
markets, may continue even longer. As a result, while we believe
RDN will be able to repay the $92 million in outstanding 2013
debentures in February 2013, unless there is significant
improvement in its financial condition, RDN is likely to default
on the $250 million debentures due in 2015," S&P said.

"MTG had total cash and investments of $400 million at the holding
company as of June 30, 2012, $100 million of which is to be
downstreamed to its operating company, Mortgage Guaranty
Investment Corp. (MGIC) by Dec. 1, 2012, under terms provided to
MTG by Freddie Mac," S&P said.

"Similar to RDN, MGIC has reported significant losses for several
years and has been unable to provide dividends to the holding
company. We expect MGIC to continue reporting operating losses
into 2014. MTG had about $100 million par outstanding of the
5.375% senior notes due in November 2015 and has deferred interest
payments on the 9% junior subordinated debentures due in 2063 to
conserve cash and capital. As a result, although MTG as a group is
currently vulnerable, we believe it will be able to repay the 2015
debentures outstanding. Nevertheless, MTG currently does not have
the ability to repay the $345 million 5% 2017 debentures
outstanding and unless there is significant improvement in its
financial condition, it will be challenged to repay these notes,"
S&P said.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," Mr.
Joas continued. "We expect operating performance to deteriorate
for the rest of the year for both companies, reflecting the affect
of normal adverse seasonality on new notices of delinquency and
cure rates, and the lack of greater improvement in the job
markets."

"As indicated in the updated criteria, an issuer expected to
default without an unforeseen positive development within a 12-
month time frame is rated a 'CCC', and 'CCC-' where the default
appears inevitable within a six-month time frame. Accordingly, we
will lower our ratings on MTG and RDN as the time frame compresses
and the companies continue to lack the ability to repay their
outstanding maturities," S&P said.


RADIO SYSTEMS: S&P Affirms 'B-' Corp. Credit Rating; Outlook Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Radio Systems Corp. (RSC) at 'B-', and revised its
rating outlook to positive from stable. The outlook revision
follows RSC's announcement that it will raise $250 million of
senior secured notes. The net proceeds from the notes offering
will be used to repay the existing balances on the $75 million
revolving credit facility due 2015 and the $150 million term loan
due 2015, and to purchase equity interests from several holders,
including financial sponsor TSG Consumer Partners LLC.

"At the same time, we assigned our 'B-' issue-level rating to
Radio System's proposed $250 million senior secured notes due
2019. The recovery rating is '4', indicating our expectation for
average (30% to 50%) recovery for lenders in the event of a
payment default. The company is also proposing a new $75 million
revolving credit facility due 2017 (unrated). We will withdraw the
existing issue-level ratings on RSC's$150 million term loan due
2015 and existing $75 million revolving credit facility due 2015
upon completion of these offerings and after the existing balances
have been repaid from the proposed notes issuance," S&P said.

"The outlook revision on RSC reflects our view that following the
close of the proposed transaction, RSC will have 'adequate'
liquidity, including expected financial covenant cushion of more
than 15 percent," said Standard & Poor's credit analyst Stephanie
Harter.

"The ratings outlook is positive. We could raise the ratings over
the next year if recent improvements in operating performance
continue, including our projections of low-single-digit revenue
growth and EBITDA margins of about 20%, and the company is able to
sustain leverage below 5x and maintain adequate liquidity with
covenant cushion of at least 15%. However, we could consider an
outlook revision to stable if operating performance weakens,
resulting in constrained liquidity and covenant cushion dropping
below 15%. We estimate this could occur in a scenario where
revenues rise by 1% year over year and EBITDA margins fall by
about 250 basis points," S&P said.


RAHA LAKES: Sec. 341 Creditors' Meeting Set for Nov. 5
------------------------------------------------------
The U.S. Trustee in Los Angeles will convene a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of
Raha Lakes Enterprises LLC and Mehr in Los Angeles Enterprises LLC
on Nov. 5, 2012, at 11:00 a.m. at RM 2612, 725 S Figueroa St., in
Los Angeles.

                          About Raha Lakes
                      and Mehr in Los Angeles

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes listed $10 million to $50 million in assets,
and $1 million to $10 million in debts.  The petition was signed
by Kayhan Shakib, managing member.

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, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

The Debtors' secured creditor, San Pedro Investment LLC, is
represented by John Choi, Esq., at Kim Park Choi.


RG STEEL: Pinney Dock Granted Relief from Automatic Stay
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Pinney Dock and Transport LLC relief from the automatic stay in
the Chapter 11 case of RG Steel Warren, LLC, to allow Pinney Dock
to satisfy its warehouse lien in the amount of $439,235 (plus
additional services) from the sale of all remaining iron ore
product stored for Debtor's benefit at the Pinney Dock facility in
Ashtabula, Ohio.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as it's financial
advisor.


RG STEEL: Plan Filing Period Extended Until Jan. 26
---------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware extended WP Steel Venture LLC, et
al.'s exclusive periods to file a plan or plans and solicit
acceptances of the plan or plans until Jan. 26, 2013, and
March 27, respectively.

As reported in the TCR on Oct. 3, 2012, the Debtors said they have
not yet analyzed in significant detail all issues related to a
potential plan filing.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as it's financial
advisor.


RG STEEL: Stipulation on Remaining Contingent Obligations Approved
------------------------------------------------------------------
On Oct. 12, 2012, the U.S. Bankruptcy Court for the District of
Delaware approve the stipulation by and among WP Steel Venture
LLC, et al., the official committee of unsecured creditors,
postpetition financing agents and lenders, pursuant to which the
parties agree to fully settle and repay certain remaining
contingent and continuing Obligations, and to grant agents and
lenders certain releases.

As reported in the TCR on Oct. 12, 2012, following (i) Wells Fargo
Capital Finance, LLC's receipt of the net proceeds from the
liquidation and/or realization of the Collateral during the
Debtors' Chapter 11 cases, and (ii) the application of the
administrative agent of the Applied Renco cash collateral, the
outstanding principal amount of Advances have been repaid and the
remaining letter of credit has been cash collateralized in
accordance with the terms of the credit agreement.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as it's financial
advisor.


RICH GLOBAL: Faces US$24MM Lawsuit From NY Awards Learning Annex
----------------------------------------------------------------
After a long lucrative career writing financial self-help books
and giving seminars, Rich Dad Poor Dad author and former Yahoo
News Finance columnist Robert Kiyosaki, filed for corporate
bankruptcy under Chapter 7 of the Bankruptcy Code on Aug. 20,
2012, in U.S. Bankruptcy Court in Wyoming (Case 12-20834).

The bankruptcy followed a July 17, 2012 order by Judge Shira A.
Scheindlin of the U.S. District Court Southern District of NY
(09CIVIL4432 SAS), for Rich Global, LLC to pay $24 million to Bill
Zanker and the Learning Annex. Judge Scheindlin denied Kiyosaki's
motion for a new trial.

Bill Zanker, the founder of the Learning Annex, sued Kiyosaki
after the financial guru reneged on an agreement to pay.

"I met Kiyosaki when he was an unknown author, speaking in front
of 30 people in Holiday Inns.  I promoted him all the way to
Madison Square Garden where he spoke in front of thousands.  We
had an agreement.  When it was time to pay, he reneged.  I trusted
him and got thousands of people to trust his financial advice.
Now, Kiyosaki claims, the money is all gone.  He declared
corporate bankruptcy when a NY jury awarded me even more money
than I asked for....24 million!"

The Learning Annex -- http://http://www.learningannex.com/-- has
been the premier producer of education classes, creating and
offering courses and lectures from high-impact speakers, such as
Suze Orman, Deepak Chopra, Donald Trump, Rudy Giuliani, P. Diddy,
Richard Branson, Bethenny Frankel, Tony Robbins, Harrison Ford,
Bishop Desmond Tutu, Al Gore and many more.


RITZ CAMERA: Hilco StreamBank to Sell Core IP Assets
----------------------------------------------------
Ritz Camera & Image L.L.C., et al., ask in a supplemental
application the U.S. Bankruptcy Court for the District of Delaware
to expand the scope of employment of Hilco IP Services LLC doing
business as Hilco Streambank as their exclusive sales agent for
the sale of certain Core IP in addition to the Debtors' Non-Core
IP.

As reported in the Troubled Company Reporter on Sept. 27, 2012,
the Court authorized the employment of Hilco Streambank as
exclusive sales and marketing agent for the sale of certain
intellectual property unrelated to the Debtors' core business.

In their supplemental application, the Debtor request that Hilco
Streambank will provide services including Core IP nunc pro tunc
Aug. 31, 2012; and waive certain informational requirements.

Subject to the Court's authorization, the Debtors request that
Hilco Streambank be compensated for the additional services.  The
Debtors will pay Hilco Streambank a commission for the sale of the
Core IP sold at the auction in the amount of $50,000.  For the
assets to be sold after the date of the auction, Hilco Streambank
will be paid a commission as:

   i) 10% for the amount of aggregate gross proceeds up to
      $50,000; plus

  ii) 15% of the amount by which the aggregate gross proceeds
      exceed $500,000 up to $2,000,000; plus

iii) 20% of the amount by which the aggregate gross proceeds
      exceed $2,000,000.

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

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- 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, pursuant to
Section 1102(a)(1) of the Bankruptcy Code, appointed six persons
to Official Committee of Unsecured Creditors


ROSETTA GENOMICS: Expands Management Team with CMO and CSO
----------------------------------------------------------
Rosetta Genomics Ltd. announced that Robert Wassman, M.D., and
Dganit Bar, Ph.D., will join the Company in the newly created
positions of Chief Medical Officer and Chief Scientific Officer,
respectively, as of Oct. 22, 2012.

"We are delighted to add Drs. Wassman and Bar to our leadership
team.  Each brings considerable experience and insight that will
be invaluable as we grow Rosetta Genomics into a leading molecular
diagnostics and personalized medicine company," stated Kenneth A.
Berlin, president and chief executive officer of Rosetta Genomics.

In addition to a successful career as a medical geneticist, Dr.
Wassman has more than 30 years of experience in executive roles at
leading genetic testing companies including Genzyme Genetics,
Alfigen/The Genetics Institute, Good Start Genetics, and Genetrix,
Specialty Laboratories.  Prior to joining Rosetta Genomics, Dr.
Wassman was Chief Medical Officer, Executive Vice President &
Chief Genomics Officer at Generation Health.

Dr. Wassman is widely published with contributions to medical
books and articles in peer-reviewed journals and lay publications.
He graduated cum laude from Yale University with a B.S. in Biology
and earned his M.D. at Albany Medical College.  He conducted his
internship in pediatrics at New York Hospital-Cornell University
Medical Center and was a Fellow in the Medical Genetics-Division
of Medical Genetics, Department of Pediatrics at Harbor-UCLA
Medical Center.  Dr. Wassman served as a Clinical Assistant
Professor of Pediatrics at Harbor UCLA Medical Center for many
years subsequently.

Dr. Bar joins Rosetta Genomics with 12 years of experience in drug
development.  Most recently she was Executive Director, Science
and Technology at BioLineRx, Ltd., in Jerusalem, where she
supervised the company's out-licensing and partnering activities,
managed alliances with U.S. partners, and evaluated new and
ongoing projects from both business and scientific aspects.

From 2000 to 2004 Dr. Bar was with QBI Enterprises, Ltd., Ness-
Ziona, where she was Head of Cancer Research and managed research
groups working on the Company's oncology pipeline.  Dr. Bar led
the development of early and late-stage preclinical, as well as
clinical drug candidates.  As Manager of the Development Team at
QBI, Dr. Bar was responsible for planning and supervising efficacy
studies, GLP genotox, safety pharmacology, acute- and long-term
toxicity and PK studies, clinical supplies and manufacturing.

Dr. Bar received her B.Sc. in Life Science from The Hebrew
University, Jerusalem.  She holds a M.Sc. in Biotechnology and a
Ph.D. in Biotechnology Engineering from Ben-Gurion University of
the Negev.

"These new positions are critical to our growth strategy.  As a
leading authority on genetics, Dr. Wassman's vast experience and
skillset will be a considerable asset to Rosetta as we continue to
ramp up our efforts to commercialize our current, clinically
focused assays and seek to bring new assays to the market.  Our
strengthened financials allow us to reinvigorate our development
efforts, and Dr. Bar's expertise in this area will be invaluable
as we work to capitalize on our powerful and versatile microRNA
platform," added Mr. Berlin.

                      Annual Meeting Results

On Oct. 12, 2012, Rosetta Genomics held its 2012 annual general
meeting of shareholders at which the shareholders:

   (1) re-elected Dr. David Sidransky and Mr. Joshua Rosensweig to
       serve as a Class II directors of the Company until the
       annual general meeting of the Company's shareholders to be
       held in 2015 in accordance with the Company's Articles of
       Association and to elect Mr. Roy N. Davis to serve as a
       Class III director of the Company until the annual general
       meeting of the Company's shareholders to be held in 2013 in
       accordance with the Company's Articles of Association;

   (2) approved the remuneration for Mr. Roy N. Davis as a
       director of the Company;

   (3) approved the remuneration for all the directors of the
       Company (except for the external directors);

   (4) approved the remuneration for Mr. Brian A. Markison, the
       chairman of the Board of Directors of the Company;

   (5) re-appointed Kost, Forer, Gabbay & Kasierer, a member firm
       of Ernst & Young Global, as the Company's independent
       registered public accounting firm for the fiscal year
       ending Dec. 31, 2012, and until the next annual general
       meeting, and to authorize the Board to determine the
       remuneration of KFGK in accordance with the volume and
       nature of their services, provided that remuneration is
       also approved by the Audit Committee of the Board;

   (6) approved the addition of 853,770 ordinary shares, nominal
       (par) value NIS 0.6 each, to the shares authorized for
       issuance under the Company's Global Share Incentive Plan,
       so that the total number of Ordinary Shares authorized for
       issuance under the GSIP will equal 900,000;

   (7) approved the extension of the GSIP for an additional period
       of 10 years from the date of the Annual Meeting; and

   (8) approved the availability for allotment to any and all
       U.S.-based Eligible Participants, as that term is defined
       in the GSIP, all available un-allotted options transferred
       from the Israeli Stock Option Plan adopted in 2003 to the
       GSIP.

The report of the independent registered public accounting firm
and the Consolidated Financial Statements of the Company for the
fiscal year ended Dec. 31, 2011, was received and considered at
the Annual Meeting.

                           About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed $7.67 million
in total assets, $3.95 million in total liabilities and $3.71
million in total shareholders' equity.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States."


RUDEN MCCLOSKY: Law Firm Liquidates With 5% Recovery
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the liquidation of Ruden McClosky PA will be
completed under a Chapter 11 plan approved in a confirmation order
signed last week by the bankruptcy judge in Fort Lauderdale,
Florida.  The law firm once had eight offices in Florida.  The
plan provides a 5% recovery for unsecured creditors, according to
the explanatory disclosure statement.

According to the report, the firm was authorized by the bankruptcy
judge on Nov. 30 to sell the firm to Greenspoon Marder PA, a six-
office Florida firm.

The report relates that Greenspoon paid $5.6 million in cash plus
the assumption of $2 million in debt.  The sale paid off the
secured claim of about $4.6 million owing to Wells Fargo Bank NA.

The report notes that shareholders of the firm, often called
partners at other firms, had guaranteed the debt.  Out of
$2.2 million the firm had left after the sale and expects to
collect later, about $350,000 will remain for distribution to
unsecured creditors once expenses of the Chapter 11 case and
claims with higher priority are paid, according to the disclosure
statement.

                       About Ruden McClosky

Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally.  It had eight offices in
Florida.  The Ruden firm had 67 attorneys and 148 total employees
on entering Chapter 11.

In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm.  In September 2011, founder
Donald McClosky died after a long battle with cancer.

Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets for $7.6 million to Fort Lauderdale-based Greenspoon
Marder, subject to higher and better offers at an auction.

Judge Raymond B. Ray oversees the case.  Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq., at Berger Singerman, P.A., serve
as the Debtor's counsel.  Development Specialists, Inc., serves as
the Debtor's restructuring advisors.  The Debtor tapped Steven J.
Gutter, P.A., as its special litigation counsel in connection with
collection of accounts receivable, and authorization to settle
accounts receivable claims in the ordinary course of business.

The petition was signed by DSI's Joseph J. Luzinski, who serves as
chief restructuring officer.  Kurtzman Carson Consultants LLC
serves as the Debtor's claims and noticing agent.  In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts.

An official committee of unsecured creditors has been appointed in
the case, and is represented by Segall Gordich, P.A.  The
Committee tapped Soneet Kapila, CPA, and the firm of Kapila &
Company as its financial advisor.

Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is
Jonathan Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.  Counsel to Greenspoon Marder, the proposed purchaser, is R.
Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP.


SAND TECHNOLOGY: AMF Revokes Cease Trade Order
----------------------------------------------
SAND Technology Inc. announced that the cease trade order issued
by the Autorite des Marches Financiers on July 18, 2012, was
revoked effective Oct. 10, 2012.

The AMF issued the cease trade order for a failure to file
continuous disclosure materials including the unaudited interim
financial statements for the period ended April 30, 2012,
management's discussion and analysis, and certification of interim
filings for the period ended for the period ended April 30, 2012.

As previously disclosed, the Corporation's board of directors and
management team initiated a review of the business, including
consideration of all available strategic options with the
objective of maximizing value for shareholders.  There can be no
assurance, however, that the strategic review will result in any
specific transaction.

In addition, the Corporation clarified a prior-period adjustment
relating to the presentation of convertible debentures under IFRS.

Under Canadian GAAP, the component parts of compound financial
instruments (convertible debenture) issued by the Company were
classified separately as financial liabilities and equity in
accordance with the substance of the contractual arrangements and
the definitions of a financial liability and an equity instrument.
The conversion option that was to be settled by the exchange of a
fixed amount of cash for a fixed number of the Company's own
equity instruments was classified as an equity instrument.

The treatment under IFRS is different.  Under IFRS, the conversion
option that will be settled by the exchange of a fixed amount of
cash for a fixed number of the Company's own equity instruments is
classified as a financial liability as opposed to an equity
instrument since the instrument does not meet the required tests
under IFRS.

Consequently, upon review by management the following changes were
made: (i) the equity component in the amount of $446,027 and the
value of the warrants credited to contributed surplus in the
amount of $305,600 that were previously recognized under Canadian
GAAP were written off; (ii) at conversion date, the liability
portion of the financial instrument was adjusted to $647,321 and
the derivative components were classified as other financial
liabilities in the amount of $342,927; (iii) an adjustment of
$209,688 was charged to deficit; and (iv) for the three-month and
nine-month period ended April 31, 2011, accretion expense was
increased by $10,373 and $31,118 respectively.

                      About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

The Company reported a net loss and comprehensive loss of C$2.11
million on C$6.87 million of revenue for the fiscal year ended
July 31, 2011, compared with a net loss and comprehensive loss of
$745,549 on $6.56 million of revenue during the prior year.

The Company's balance sheet at April 30, 2012, showed C$5.27
million in total assets, C$4.15 million in total liabilities and
C$1.12 million in shareholders' equity.


SANTEON GROUP: Reports $1,232 Net Income in Second Quarter
----------------------------------------------------------
Santeon Group, Inc., reported net income of $1,232 on $926,643 of
revenues for the three months ended June 30, 2012, compared with a
net loss of $239,790 on $426,391 of revenues for the same period
last year.  Included in the net profit for June 30, 2012, was
other income of $18,750 resulting from the return of common stock,
for no additional consideration and with no further obligation on
the part of the Company, that was previously issued to a vendor
for services rendered.

For the six months ended June 30, 2012, the Company had a net loss
of $74,065 on $1.70 million of revenues, compared with a net loss
of $362,430 on $936,444 of revenues for the same period of 2011.
Included in the net loss for the six months ended June 30, 2012,
was other income of $18,750 described above and a gain on the
settlement of debt of $56,540.

The Company's balance sheet at June 30, 2012, showed $1.08 million
in total assets, $1.33 million in total liabilities, and a
stockholders' deficit of $253,495.

The Company had accumulated deficits of $1.75 as of June 30, 2012,
and $1.68 million as of Dec. 31, 2011; and a negative working
capital position of $482,562 as of June 30, 2012, and $586,813 as
of Dec. 31, 2011.  These factors among others raise substantial
doubt regarding the Company's ability to continue as going
concern.

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

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 clients
include state and local governments, federal agencies and private
sector customers.

                         *     *     *

As reported in the TCR on Aug. 24, 2012, RBSM LLP, in New York,
N.Y., expressed substantial doubt about Santeon's ability to
continue as a going concern, following its audit of the Company's
financial position and results of operations for the fiscal year
ended Dec. 31, 2011.  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.


SAYLOR'S WATCH: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: Saylor's Watch Development, Inc.
        100 Aqua Vista Drive
        Wilmington, NC 28409

Bankruptcy Case No.: 12-07352

Chapter 11 Petition Date: October 12, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

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

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

A copy of the Company's list of its five unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb12-07352.pdf

The petition was signed by Maurice S. Emmart, Jr., president.


SCRUBS CAR: Case Summary & 9 Unsecured Creditors
------------------------------------------------
Debtor: Scrubs Car Wash, Inc.
        7870 West Quincy Avenue
        Denver, CO 80123

Bankruptcy Case No.: 12-31204

Chapter 11 Petition Date: October 12, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

Estimated Assets: not indicated

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

Affiliate that simultaneously sought Chapter 11 protection:

  Debtor                                Case No.
  ------                                --------
Scrubs Express Car Wash, Inc.           12-31206
  Assets: Not indicated
  Debts: $1,000,001 to $10,000,000

A copy of Scrubs Car Wash's list of its nine largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cob12-31204.pdf

A copy of Scrubs Express Car Wash's list of eight largest
unsecured creditors is available for free at
http://bankrupt.com/misc/cob12-31206.pdf

The petitions were signed by Mike Snow, president.


SEARS HOLDINGS: Closes Separation of Hometown, Outlet Businesses
----------------------------------------------------------------
Sears Holdings Corporation's rights offering to effect the
separation of Sears Hometown and Outlet Stores, Inc., from Sears
Holdings closed on Oct. 11, 2012, as previously announced.  Sears
Hometown has now been separated from Sears Holdings and its common
stock is expected to begin trading on the Nasdaq Capital Market
under the symbol "SHOS" on Oct. 12, 2012.  Sears Holdings will
continue to be listed on the Nasdaq Global Select Market under the
symbol "SHLD."  Sears Holdings received aggregate gross proceeds
from the separation transactions of $446.5 million, consisting of
a cash dividend of $100 million paid by Sears Hometown prior to
the separation and aggregate gross proceeds from the rights
offering of $346.5 million.

The rights offering was fully subscribed, with over 95% of the
outstanding shares of common stock of Sears Hometown being
subscribed for pursuant to the exercise of basic subscription
rights and the balance being subscribed for pursuant to the over-
subscription privilege.  Accordingly, Sears Holdings distributed a
total of 23,100,000 shares of Sears Hometown common stock to the
holders of subscription rights who validly exercised their
subscription rights and paid the subscription price in full.

In addition, as part of the separation transactions Sears Hometown
entered into an asset-based senior secured revolving credit
facility with a group of financial institutions to provide for
aggregate maximum borrowings of $250 million, borrowings under
which were used to fund the dividend paid to Sears Holdings.

The shares of common stock of Sears Hometown were distributed by
the subscription agent for the rights offering, by way of direct
registration in book-entry form.  No physical share certificates
were issued.

Registered holders of subscription rights who properly requested
to purchase additional shares of Sears Hometown common stock
pursuant to the over-subscription privilege received additional
shares in an amount up to 5% of the shares received through their
exercise of basic subscription rights.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at July 28, 2012, showed $21.18
billion in total assets, $16.68 billion in total liabilities and
$4.49 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SECURITY NATIONAL: Units Seek Ch. 11 Vote With New Disclosure
-------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that real estate
subsidiaries of nondebtor loan acquisition firm Security National
Master Holding Co. LLC presented a revised disclosure statement in
Delaware bankruptcy court Monday in an attempt to remove
objections and move closer to resolving their year-old Chapter 11
cases.

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Andrew R. Remming, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc.
serves as the Debtors' claims and notice agent.  The Debtor
scheduled assets of $24,758,433 and liabilities of $354,657,501.


SHILO INN: Plan Confirmation Hearing Scheduled for Dec. 13
----------------------------------------------------------
The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on Dec. 13,
2012, at 1:30 p.m., the hearing to consider Shilo Inn Seaside
Oceanfront LLC's Plan of Reorganization dated July 18, 2012.

As reported in the Troubled Company Reporter on Sept. 12, 2012,
the Disclosure Statement provides that OneWest Bank, the secured
lender, will receive payments for 30 years -- the first five years
will be interest-only-payments and the next 25 years will be fully
amortized over 25 years with principal and interest payments.  The
Debtor said that the July 18 Disclosure Statement will be further
amended to provide that OneWest Bank's secured claim is being paid
on a 25-year amortization basis instead of 30 years.

A prior iteration of the Disclosure Statement was rejected by the
bankruptcy judge in May; the Court ordered the Debtor and One West
Bank to engage in mediation by July 1.

               About Shilo Inn, Seaside Oceanfront

Based in Portland, Oregon, Shilo Inn, Seaside Oceanfront, LLC,
operates the Seaside Hotel, a 113-room hotel situated on 1.37
beautiful acres in Seaside, Oregon, pursuant to a franchise
agreement with Shilo Franchise International, LLC. The Hotel is
located directly on the beach and is the premier fixture of the
Seaside promenade.

Shilo Inn Seaside Oceanfront filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 11-34669) on June 7, 2011.  David B.
Golubchik, Esq., and J.P. Fritz, Esq., at Levene, Neale, Bender,
Yoo & & Brill L.L.P., in Los Angeles, serve as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million.

Debtor-affiliates that previously sought Chapter 11 protection are
Shilo Inn, Diamond Bar, LLC (Case No. 10-60884) on Nov. 29, 2010;
Shilo Inn, Killeen, LLC (Case No. 10-62057) on Dec. 6, 2010; Shilo
Inn, Palm Springs, LLC (Case No. 11-26501) on April 13, 2011; and
Shilo Inn, Pomona Hilltop, LLC (Case No. 11-26270) on April 14,
2011.

On April 3, 2012, the U.S. Bankruptcy Court closed the bankruptcy
cases of Shilo Inn, Pomona Hilltop, LLC, and Shilo Inn, Palm
Springs, LLC.

Shilo Inn, Seaside Oceanfront, LLC reported total scheduled assets
of $22,219,762 and total scheduled liabilities of $13,688,451.


SIERRA INDUSTRIAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Sierra Industrial Park Delaware, LLC
        aka Sierra Industrial Park, LLC
        c/o 4750 N. Oracle Road, Suite 210
        Tucson, AZ 85705

Bankruptcy Case No.: 12-22496

Chapter 11 Petition Date: October 12, 2012

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Lowell E. Rothschild, Esq.
                  MESCH, CLARK & ROTHSCHILD, P.C.
                  259 N. Meyer Ave.
                  Tucson, AZ 85701
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037
                  E-mail: ecfbk@mcrazlaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Ebby Shakib, managing member of Sierra
Industrial Park, LLC.


SIONIX CORP: Issues $100,000 Convertible Redeemable Note
--------------------------------------------------------
Sionix issued a 6% Convertible Redeemable Note in the principal
amount $100,000 maturing on Sept. 21, 2013.  Sionix has an
optional right of redemption prior to maturity upon a five-day
notice and payment of a 50% premium on the unpaid principal amount
of the loan.  Sionix paid fees of $6,000 in connection with the
funding of this loan.  In addition, the Company received a
commitment in the form of a promissory note from the lender
pursuant to which the lender will provide the Company with funding
of an additional $300,000, $100,000 of which will become
available, on each of July 1, 2103, Aug. 15, 2013, and Oct. 1,
2013.

The conversion price for each share of common stock will be equal
to 70% of the lowest closing bid price of the common stock for a
period of five trading days, but no lower than $0.001 per share.
However, if the Company is able to register the underlying shares
to the Sept. 21, 2012, Note and the Additional Financing on or
before Dec. 5, 2012, then the applicable discount rate for all the
notes will be reduced from 30% to 25%, and the interest rate
charged will be reduced from 6% to 3%.

On Oct. 8, 2012, the Company terminated its agreement with
Ascendiant Capital Markets, LLC, to establish an equity drawdown
facility.  There were no penalties or fees associated with the
termination of this agreement.

On Sept. 19, 2012, the Company received the resignation of Johan
Perslow as a member of the board of directors.

The board of directors is now comprised of James W. Alexander
(Interim Chairman), Bernard Brogan, Ken Calligar, Frank Power and
David R. Wells.

                        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."


SMART & FINAL: S&P Puts 'B' CCR on Watch Neg on Acquisition Plan
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Commerce, Calif.-based Smart & Final Holdings Corp. on
CreditWatch with negative implications.

"The CreditWatch placement follows the announcement that Ares
intends to acquire Smart & Final from current owners Apollo Global
Management LLC for about $975 million," said Standard & Poor's
credit analyst Charles Pinson-Rose. "We expect the transaction to
close in the fourth quarter of this year."

"The transaction could weaken Smart & Final's financial ratios
depending on the amount and the terms of the new debt in the
capital structure following the transaction. If the transaction is
financed with 60% to 70% debt, we believe operating-lease-adjusted
leverage would be in the mid- to high-6x area. This ratio is
significantly higher than the low-5x area that we had forecast for
the end of 2012 before the transaction was announced," S&P said.

"Before resolving the CreditWatch placement, we expect to meet
with management and the new financial sponsors to discuss the new
capital structure, business strategy, and financial policies. We
expect to resolve the CreditWatch concurrently with the funding of
debt issued to finance the transaction," S&P said.


SOLYNDRA LLC: Defends Ch. 11 Plan Against IRS Objection
-------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Solyndra LLC on
Monday defended its Chapter 11 plan against a protest from the
U.S. Internal Revenue Service, saying there is nothing improper
about its private equity owners taking advantage of the defunct
solar company's tax breaks after it exits bankruptcy.

Bankruptcy Law360 recalls, the IRS asked a Delaware bankruptcy
judge to reject the plan over potentially $350 million in tax
breaks that are being preserved for investors Argonaut Ventures I
LLC and Madrone Partners LP.

                        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.


SOLYNDRA LLC: Seeks Treble Damages Against Chinese Solar Makers
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC filed an antitrust suit against three
Chinese companies, including Suntech Power Holdings Co., the
world's largest solar-panel maker.

The report says the defendants fixed prices, attempted to
monopolize and used predatory pricing, according to Solyndra's
complaint filed last week in U.S. District Court in San Francisco.

The report relates that in addition to $1.5 billion for loss of
the value of its business, Solyndra wants the judge to triple the
damages for violation of the Sherman Antitrust Act.  The complaint
alleges that the Chinese solar panel makers "conspired to, and
succeeded in, destroying Solyndra" along with "nearly a dozen
other U.S. solar manufacturers, who have all sought bankruptcy
protection."  Other defendants are Trina Solar Ltd. and Yingli
Green Energy Holding Co. Ltd.

According to the report, the complaint quotes a former Suntech
chief executive officer as saying his company increased market
share by selling solar panels in the U.S. for "less than the cost
of materials, assembly and shipping."  Another element of the
alleged conspiracy, Solyndra says, was a joint decision to lower
prices by 75% in four years.  The complaint recites how the U.S.
Commerce Department already determined that the Chinese makers
"dumped" solar panels in the U.S. for "less than fair value."

Solyndra is represented in the lawsuit by the Chicago and San
Francisco offices of Winston & Strawn LLP.  "It is obvious that
this lawsuit is a misguided effort by Solyndra to find scapegoats
for its failure to commercialize its technology at a competitive
price point," E. L. "Mick" McDaniel, managing director of Suntech
America, said in an email.  The allegations are "baseless" and
Suntech will fight them, he said.

The Bloomberg report discloses that financed partly with a
$535 million loan from the U.S. Energy Department, Solyndra will
attempt to emerge from Chapter 11 at an Oct. 17 confirmation
hearing in U.S. Bankruptcy Court in Delaware.  To do so, the
company must overcome opposition to the plan from three different
arms of the federal government.

The antitrust suit is Solyndra LLC v. Suntech Power Holdings Ltd.,
12-05272, U.S. District Court, Northern District of California
(San Francisco).

                         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 PRODUCTS: Delays Form 10-Q for Aug. 31 Quarter
-------------------------------------------------------
Southern Products, Inc., was unable to compile the necessary
financial information required to prepare a complete filing of its
quarterly report on Form 10-Q for the period ended Aug. 31, 2012.
Thus, the Company was unable to file the periodic report in a
timely manner without unreasonable effort or expense.  The Company
expects to file within the extension period.

                      About Southern Products

City of Industry, Calif.-based Southern Products, Inc., is in the
business of designing, assembling and marketing consumer
electronics products, primarily flat screen high-definition
televisions using LCD and LED technologies.  Through Nov. 30,
2011, the Company has six LCD and LED widescreen televisions on
the market.

The Company reported a net loss of $1.47 million for the year
ended Feb. 29, 2012, compared with a net loss of $47,966 for the
year ended Feb. 28, 2011.

The Company's balance sheet at May 31, 2012, showed $996,512 in
total assets, $3.37 million in total liabilities, all current, and
a $2.38 million total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 29, 2012, citing negative
working capital and losses from operations which factors raise
substantial doubt about the Company's ability to continue as a
going concern.


SOUTHAMPTON BRICK: Lessor Fails to Disqualify Debtor's Counsel
--------------------------------------------------------------
Bankruptcy Judge Dorothy T. Eisenberg declined the request of
Wainscott Commercial Center, LLC, a former lessor of Southampton
Brick and Tile LLC, to disqualify Ruskin Moscou Faltischek as the
Debtor's counsel.  Judge Eisenberg tossed out Wainscott's
allegation that Ruskin has a disabling conflict of interest, such
as would preclude it from representing the Debtor.  A copy of the
Court's Oct. 11 Memorandum Decision and Order is available at
http://is.gd/VfQ69afrom Leagle.com.

Southampton Brick and Tile, LLC, has been primarily in the
business of selling ceramics, brick, tile, and related materials
for use in construction.  Its principal geographic area of
operations has been Long Island, New York. The recent economic
downturn produced a corresponding downturn in the Long Island
construction market, which in turn took a considerable toll on the
company's business and financial stability.

A group of creditors came together and filed a petition for
the Company's involuntary bankruptcy (Bankr. E.D.N.Y. Case No.
11-75928) on Aug. 18, 2011, under Chapter 7 of the Bankruptcy
Code.  On Sept. 22, 2011, on motion of the Debtor, the Court
converted the case to one under Chapter 11.

Counsel to lessor Wainscott Commercial Center, LLC, is:

          Jeffrey Herzberg, Esq.
          ZINKER & HERZBERG LLP
          278 East Main Street, Suite C
          Smithtown, NY 11787-2704
          Tel: (631) 265-2133
               (800) 273-4330
          Fax: (631) 265-4233

The petitioning creditors are represented by:

          Francesco DiPietro, Esq.
          WUERSCH & GERING, LLP
          100 Wall Street, 10th Floor
          New York, NY 10005
          Tel: 212-509-4716
          E-mail: francesco.dipietro@wg-law.com

The Debtor's counsel may be reached at:

          RUSKIN MOSCOU FALTISCHEK
          Michael Amato, Esq.
          1425 Rxr Plz East Tower, 15th Floor
          Uniondale, NY 11556-1425
          Tel: (516) 663-6517
          Fax: (516) 663-6717
          E-mail: mamato@rmfpc.com


SPRINT NEXTEL: Moody's Reviews B1 Corp. Family Rating for Upgrade
-----------------------------------------------------------------
Moody's Investors Service has placed all the ratings of Sprint
Nextel, including its B1 Corporate Family Rating, on review for
upgrade following the announcement that the Company has entered
into a series of definitive agreements with SOFTBANK CORP. Sprint
will sell a 70% stake to SoftBank for $20.1 billion, consisting of
$12.1 billion that will be distributed to Sprint stockholders and
$8.0 billion of new capital to strengthen Sprint's balance sheet.
Through the transaction, about 55% of Sprint shares will receive
$7.30 per share (an estimated total of $12.14 billion) and the
remaining shares will convert into shares of the newly capitalized
New Sprint. Subsequent to closing, SoftBank will have 70%
ownership of New Sprint and the Sprint equity holders will have
the remaining 30% of the shares. The transaction is expected to be
completed in mid-2013, pending Sprint shareholder approval and
regulatory approvals.

Moody's has taken the following rating actions:

Issuer: Sprint Nextel Corporation

  On Review for Possible Upgrade:

     Probability of Default Rating, Placed on Review for Upgrade,
     currently B1

     Corporate Family Rating, Placed on Review for Upgrade,
     currently B1

     US$2.2375B Senior Unsecured Bank Credit Facility, Placed on
     Review for Upgrade, currently Ba1

     Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Upgrade, currently B3

     US$200M 9.25% Senior Unsecured Regular Bond/Debenture,
     Placed on Review for Upgrade, currently B3

     US$1300M 8.375% Senior Unsecured Regular Bond/Debenture,
     Placed on Review for Upgrade, currently B3

     US$1000M 11.5% Senior Unsecured Regular Bond/Debenture,
     Placed on Review for Upgrade, currently B3

     US$1000M 9.125% Senior Unsecured Regular Bond/Debenture,
     Placed on Review for Upgrade, currently B3

     US$3000M 9% Senior Unsecured Regular Bond/Debenture, Placed
     on Review for Upgrade, currently Ba3

     US$1000M 7% Senior Unsecured Regular Bond/Debenture, Placed
     on Review for Upgrade, currently Ba3

  Outlook Actions:

    Outlook, Changed To Rating Under Review From Stable

Issuer: Sprint Capital Corporation

  On Review for Possible Upgrade:

    US$2000M Senior Unsecured Medium-Term Note Program, Placed on
    Review for Upgrade, currently (P)B3

    US$2500M 6.875% Senior Unsecured Regular Bond/Debenture,
    Placed on Review for Upgrade, currently B3

    US$1750M 6.9% Senior Unsecured Regular Bond/Debenture, Placed
    on Review for Upgrade, currently B3

    US$2000M 8.75% Senior Unsecured Regular Bond/Debenture,
    Placed on Review for Upgrade, currently B3

  Outlook Actions:

    Outlook, Changed To Rating Under Review From Stable

Issuer: iPCS, Inc.

  On Review for Possible Upgrade:

    US$300M Senior Secured Regular Bond/Debenture, Placed on
    Review for Upgrade, currently B1

    US$181M Senior Secured Regular Bond/Debenture, Placed on
    Review for Upgrade, currently B3

  Outlook Actions:

    Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

The $8.0 billion in new capital will improve the current highly
leveraged financial position of Sprint and strengthen its
operational flexibility. "The announced transaction is credit
positive for Sprint. It provides the Company with much-needed
capital to undertake the significant spending obligations of
Network Vision, absorb the ongoing high subsidies associated with
smartphones and address its need for additional spectrum," stated
Moody's Senior Vice President, Dennis Saputo. The first investment
by SoftBank, which is expected very shortly, will be $3.1 billion
in the form of a convertible bond. The bond will have a 1% coupon
and mature in 7 years and will immediately strengthen Sprint's
liquidity and financial flexibility.

The transaction also provides Sprint with invaluable experience
and guidance from SoftBank, an aggressive player in a highly
competitive wireless market in Japan. "SoftBank successfully
disrupted a market once dominated by NTT DoCoMo and KDDI. The
circumstances that Sprint finds itself in today are similar to
those that SoftBank faced," Saputo said, SoftBank has already
developed and deployed its own LTE network in Japan and will
exploit its first-hand experience to ensure that Sprint's Network
Vision remains on track. Though Moody's does not see any immediate
synergies between the two companies, the enhanced operating scale
may provide savings on network equipment purchases.

The review of Sprint's ratings will focus on SoftBank's plans with
regard to the existing Sprint debt and the post-close capital
structure of the newly formed entity. The review will also
consider Sprint's usage of the new capital and the progress of
Network Vision as the Company rebuilds its network. Moody's
assessment of Sprint's capability to profitably reclaim market
share will be an important factor in the review.

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


SPRINT NEXTEL: S&P Keeps 'B+' CCR on Watch on Softbank Acquisition
------------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Overland
Park, Kan.-based wireless carrier Sprint Nextel Corp., including
the 'B+' corporate credit rating, remain on CreditWatch. The
ratings were placed on CreditWatch with positive implications on
Oct. 11, 2012, following the announcement that Softbank was
seeking to buy all or part of Sprint Nextel.

"The CreditWatch update follows the announcement that Sprint
Nextel has agreed to sell a majority stake to Softbank," said
Standard & Poor's credit analyst Allyn Arden.

"Sprint Nextel has announced an agreement to a series of
transactions under which SoftBank will invest about $20.1 billion
in Sprint Nextel, of which about $12.1 billion will be distributed
to Sprint Nextel stockholders in exchange for current outstanding
shares, and the remaining $8 billion will represent a cash
infusion in Sprint Nextel. The companies expect the transaction to
close in the second quarter of 2013, at which time SoftBank will
own about 70% of Sprint Nextel," S&P said.

"We currently view Sprint Nextel's business risk profile as 'fair'
and its financial risk profile as 'highly leveraged'. In viewing
the stand-alone credit profile under Softbank ownership, we do not
believe there would be any change in the business risk assessment
because the transaction would not likely offer any meaningful
synergies since the two companies operate in different geographic
markets. Moreover, the transaction does not alter the competitive
dynamics of the U.S. wireless market, which is currently dominated
by the larger and more profitable AT&T and Verizon Wireless. The
business benefits of the transaction would likely only occur over
time, in terms of cost savings on handsets and network equipment,
and as a result of greater financial flexibility allowing a
consistently higher level of investment in the business," S&P
said.

"We believe the financial risk profile would benefit from about $8
billion of additional liquidity, which can be used to help fund
its network upgrade and accelerate its rollout of fourth
generation (4G) services under the Long Term Evolution (LTE)
standard, as well as potentially deleverage its balance sheet.
Without the Softbank infusion, our base-case scenario incorporated
the expectation that Sprint Nextel would need to raise at least
$4.5 billion through 2015 to fund free operating cash flow
deficits and to refinance upcoming maturities. The Softbank
transaction potentially alleviates this funding need," S&P said.

"If we decide that the additional liquidity will be sufficient to
improve our view of the financial risk profile, it is possible
that we could assign a stand-alone credit profile of 'bb-'.
Conversely, if we determine that the additional liquidity is not
sufficient to change our overall financial risk assessment, then
we would assign a 'b+' stand-alone credit profile," S&P said.

"The corporate credit rating could also receive some uplift based
on our view of the strategic relationship between Sprint Nextel
and Softbank. An important factor in this analysis would be the
degree of extraordinary financial support we would expect from the
higher-rated SoftBank in a stress scenario at Sprint Nextel. While
we do not expect to equalize the ratings of the two companies, we
could impute some degree of extraordinary support, which could
lead to a higher rating on Sprint Nextel than it would receive on
a stand-alone basis," S&P said.

"We expect the resolve the CreditWatch when the transaction
closes, most likely in the second quarter of 2013. However, we
would expect to provide more clarity on the ultimate ratings
outcome as the companies provide more information on financial
policy and strategic direction. In resolving the CreditWatch, we
will assess the effect of the transaction on Sprint Nextel's
financial risk profile and the business strategy, including its
LTE buildout," S&P said.


STRATEGIC AMERICAN: Attains Majority Independent Board
------------------------------------------------------
Duma Energy Corp., formerly Strategic American Oil Corporation,
announced the appointment of John E. Brewster, Jr., and S. Chris
Herndon as additional independent directors to the Board.  This
action brings the total number of directors to five, including two
insiders, and now three independents.  This action was a necessary
and desired step for the Company to meet listing requirements for
a senior stock exchange, which the Company has stated it is
actively seeking.

Duma's Chairman and CEO, Jeremy G. Driver, commented, "I am
looking forward to working with these two gentlemen.  Their
respective resumes are impressive and both bring unique and
valuable skill sets to our team.  Most of all, these two men are
highly respected and widely trusted professionals.  We are honored
to have them serving on our board of directors."

John E. Brewster, Jr.

Mr. Brewster is a distinguished oil and gas professional with an
extensive and diversified background covering more than 36 years.
Currently, Mr. Brewster serves as an independent consultant and
attorney to various clients within the energy sector.  Beginning
in 1975, Mr. Brewster served as legal counsel for the Oklahoma
Securities Commission, a state agency with oversight for
securities registration and enforcement in Oklahoma.  From 1977 to
1980, Mr. Brewster served as Vice President and Exploration
Coordinator for Santa Fe Minerals, Inc., and was on the Board of
Directors of Santa Fe Coal Company.  From 1980 to 1984, Mr.
Brewster served on the Board of Directors and was Executive Vice
President and Chief Operating Officer for Odyssey Energy, Inc.  In
1984, Odyssey Energy was sold to Trafalgar House plc.  From 1984
to 1987, Mr. Brewster served as Chief Executive Officer and a
director of Trafalgar House Oil and Gas Inc.  From 1987 to 1993,
Mr. Brewster was General Partner of Moffett & Brewster, a private
firm whose primary focus was the acquisition of mineral estates
and royalty interests for industry partners and institutional
clients.  From 1993 to 1997, Mr. Brewster was a consultant to
Voyager Energy Corp. which later merged with Howell Corporation, a
NYSE-listed E&P company where Mr. Brewster served as Vice
President of Corporation Development & Planning from 1997 to 2002.
Howell was acquired by Anadarko Petroleum Corporation in 2002.
Mr. Brewster also served on the Board of Directors of Western Gas
Resources, Inc. (NYSE:WGR) prior to its sale to Anadarko Petroleum
Corporation.

Mr. Brewster is a graduate of Southern Methodist University where
he earned his Juris Doctorate (JD), Master of Business
Administration (MBA), and Bachelor of Business Administration
(BBA) degrees.  He is a member of the State Bar of Texas, and
numerous oil and gas industry associations.

S. Chris Herndon

Mr. Herndon is an experienced financial and management
professional with more than 30 years of experience.  Currently,
Mr. Herndon serves as Partner of Cyrus Partners, an investment
company focusing on the energy, healthcare, and real estate
sectors.  Beginning in 2002 through 2011, Mr. Herndon served as
Chief Financial Officer and Partner of AppOne, a financial
technology company designed to serve the auto finance industry.
From 1996 to 2001, Mr. Herndon served as CEO and Partner of The
Mattress Firm, growing organization from 100 stores to 275 stores
before selling the firm to Bain Capital. Mr.

Herndon was also a Registered Investment Advisor with Malachi
Financial Services from 1994 to 1996.  From 1983 to 1994, Mr.
Herndon served as Chief Financial Officer and Controller of Duer
Wagner and Co., and oil and gas operator in Texas.  From 1982 to
1983 he served as a Public Accountant with Price Waterhouse.

Mr. Herndon is a graduate of Texas Christian University where he
earned his Bachelor of Business Administration and Accounting,
after which he became a Certified Public Accountant (CPA) in 1985.
He is actively involved with several charities locally and
internationally.

                     About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company reported a net loss of $4.41 million on $5.28 million
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $9.94 million on $1.48 million of revenue for the
same period a year ago.

The Company's balance sheet at April 30, 2012, showed $23.93
million in total assets, $11.53 million in total liabilities and
$12.39 million in total stockholders' equity.


TANDEM SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tandem Solutions, Inc.
        10783 Irma Drive
        Northglenn, CO 80233

Bankruptcy Case No.: 12-31226

Chapter 11 Petition Date: October 12, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

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

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob12-31226.pdf

The petition was signed by Tommy L. Naler, president.


TERVITA CORP: Moody's Rates US$290MM Sr. Unsecured Notes 'Caa2'
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Tervita
Corporation's proposed US$290 million senior unsecured notes.
Moody's upgraded the senior secured bank credit facility to B1
from B2. All other ratings were affirmed. A Speculative Grade
Liquidity rating of SGL-3 was assigned. The rating outlook
remained stable.

The proceeds of the notes will be used to reduce borrowings under
the company's revolving credit facility and to fund negative free
cash flow.

"The affirmation of the B3 Corporate Family Rating reflects our
view that EBITDA should grow and leverage decline in 2013 as
Tervita benefits from its recent significant expenditures in
treatment recovery and disposal facilities, as well as landfills,"
said Terry Marshall, Moody's senior vice president. "The reduction
in leverage is important as most of Tervita's secured, unsecured
and subordinated debt needs to be refinanced as it matures in 2014
and 2015."

Upgrades:

  Issuer: Tervita Corporation

    Senior Secured Bank Credit Facility, Upgraded to a range of
    B1, LGD2, 29 % from a range of B2, LGD3, 34 %

    Senior Secured Bank Credit Facility, Upgraded to a range of
    B1, LGD2, 29 % from a range of B2, LGD3, 34 %

    Senior Unsecured Regular Bond/Debenture, Upgraded to LGD5,
    79% from LGD5, 87%

Assignments:

  Issuer: Tervita Corporation

    Speculative Grade Liquidity Rating, Assigned SGL-3

    Senior Unsecured Regular Bond/Debenture, Assigned a range of
    79 - LGD5 to Caa2

Rating Rationale

Tervita Corporation's B3 Corporate Family Rating (CFR) primarily
reflects the company's high leverage and associated debt service
cost. Meaningful improvement in leverage will be contingent upon
growth in EBITDA resulting from the company's large 2012 capital
expenditure program. The majority of growth capital has been
directed to waste management services in response to increased
drilling activity in western Canada, and expansion of the US
business. The ratings are supported by the company's strength in
waste management services, with high barriers to entry created
through a combination of technical expertise and ownership of
permitted TRD and landfill assets, and other diversified revenue
streams that somewhat mitigate dependence on cyclical oil and gas
drilling activity.

The senior secured revolving credit facilities (C$305 million),
and US$1.5 billion senior secured term loan are rated B1, two
notches higher than the CFR of B3 under Moody's Loss Given Default
(LGD) Methodology. The secured debt benefits from its prior
ranking to the US$602 million senior unsecured notes and the
US$300 million senior subordinated notes, both of which are rated
Caa2, two notches lower than the B3 Corporate Family Rating,
reflecting the effective subordination.

The SGL-3 reflects adequate liquidity through December 2013. Pro-
forma for the October 2012 notes issuance, Tervita has C$90
million of cash and C$190 million of committed availability, after
C$116 million in letters of credit, under its $300 million of
revolvers, due October, 2014 (Tervita has another $70 million of
commitments under its revolver, but they mature in November 2013
and Moody's does not include them in the calculation of
availability for the SGL rating). Moody's expects Tervita to have
negative free cash flow of about C$40 million through the third
quarter of 2013. Tervita will need to refinance the $1.5 billion
term loan by November 2014, and as that date approaches the
refinancing risk, unless addressed, will adversely impact both the
Speculative Grade Liquidity score and the CFR. The revolvers have
one financial covenant, senior secured debt to EBITDA of less than
5.75x (4.5x as of June 30, 2012). As Moody's expects improvement
in EBITDA, compliance with the financial covenant should remain
sufficient through the third quarter of 2013. Alternate liquidity
is limited by the significant security interest in the company's
assets and the weak asset coverage of debt.

The stable outlook reflects Moody's expectation that Tervita's
EBITDA will grow due to recent major capital expenditures, causing
leverage to improve, while management is expected to temper future
capital expenditures within operating cash flow and take early
action on refinancing debt due in 2014 and 2015. The rating could
be upgraded if debt to EBITDA trends towards 5.5x, the company
generates sustainable positive free cash flow, and successfully
refinances its upcoming debt maturities. A failure to grow EBITDA,
and debt to EBITDA consistently above 7.0x or negative free cash
flow in 2012 and 2013, which strains the company's liquidity could
all lead to a downgrade.

The principal methodology used in rating Tervita Corporation was
the Global Oilfield Services Industry Methodology published in
October 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Tervita Corporation, formerly CCS Corporation, based in Calgary,
Alberta, is a privately-owned oilfield services company providing
waste management , maintenance/workover and reclamation services.


TERVITA CORP: S&P Gives 'CCC+' Rating on $290MM Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating and '6' recovery rating to Calgary, Alta.-based Tervita
Corp.'s proposed US$290 million senior unsecured notes. "The '6'
recovery rating indicates our expectation of negligible (0%-10%)
recovery in the event of a default. The company will use the
proceeds to repay borrowings under its revolving credit facility,"
S&P said.

"The ratings on Tervita reflect our view of the company's 'fair'
business risk profile and 'highly leveraged' financial risk
profile," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.

"The ratings take into account our assessment of the company's
high debt leverage due to management's aggressive financial
policy, participation in the competitive and cyclical oilfield
services market, and lack of long-term contracts. The ratings also
incorporate our positive assessment of Tervita's relatively stable
operating margins and integrated strategy that provides cross-
selling opportunities. In our opinion, the company's financial
risk profile constrains the ratings," S&P said.

RATINGS LIST

Tervita Corp.
Corporate credit rating
B/Negative/--

Ratings Assigned
Proposed US$290 mil. sr. unsec. nts                     CCC+
  Recovery rating                                        6


TEXAS RANGERS: Ex-Owner Blasts JPMorgan Expert in Bad Deal Suit
---------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that the former owner
of Texas Rangers Baseball Partners asked a Texas federal judge on
Wednesday to strike a JPMorgan Chase Bank NA expert who the bank
claims bolsters its allegations that he made a shady deal with his
own company to dodge $35 million in company liabilities.

Thomas Hicks claims that JPMorgan expert Stephen Marotta ? who co-
founded the restructuring consulting group Marotta Gund Budd &
Dzera LLC ? is not a qualified sports franchise finance expert and
is therefore unfit for rendering opinion, Bankruptcy Law360
relates.

                        About Texas Rangers

Texas Rangers Baseball Partners owned and operated the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

Texas Rangers Baseball Partners filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 10-43400) on May 24, 2010.  The
partnership filed simultaneously with the bankruptcy petition a
Chapter 11 plan that contemplated the sale of the club to an
entity formed by a group that includes the President of the Texas
Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and
minor league club owner.  In its petition, Texas Rangers Baseball
Partners said it had both assets and debt of less than $500
million.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, served as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP acted as
conflicts counsel.  Parella Weinberg Partners LP served as
financial advisor.  Major League Baseball was represented by Sandy
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka PC.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).  The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28, 2010 against the two companies.  The two
companies were not included in the May 24 Chapter 11 filing of
TRBP.

U.S. Bankruptcy Judge Stacey G. C. Jernigan on Aug. 5, 2010
confirmed the Debtor's fourth amended version of the Prepackaged
Plan of Reorganization.  The judge's confirmation order cleared
the way for a group of Hall of Fame pitcher Nolan Ryan, and
Pittsburgh sports attorney and minor-league team owner Charles
Greenberg to purchase the Texas Rangers.  The Ryan group paid
$385 million in cash and assumed $208 million in liabilities.  The
Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction.


VAREL INTERTNATIONAL: S&P Assigns 'B-' Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' long-term
corporate credit rating to Carrollton, Texas-based Varel
International Energy Services Inc. The outlook is stable.

"We also assigned our 'B' issue-level rating to Varel
International Energy Funding Corp.'s planned senior secured credit
facilities, which includes its $230 million term loan due 2017 and
$20 million revolving credit facility due 2016. The recovery
rating on the senior secured credit facilities is '2', which
indicates our expectations of substantial (70% to 90%) recovery in
the event of a payment default. Varel will use a majority of the
proceeds from the term loan and mezzanine facility to repay
existing debt," S&P said.

Varel International Energy Funding Corp. is a newly formed special
purpose entity formed for the purpose of putting in place senior
secured credit facilities for the benefit of Varel International
Energy Services Inc. and its other subsidiaries (collectively,
Varel) through a transaction structure intended to comply with
Islamic Shar'ia financing rules that prohibit the beneficiaries
from paying interest.

"We will withdraw our rating on Varel Funding Corp.
(CCC+/Developing/--), which will have its debt refinanced with the
completion of the proposed issuance of new notes at Varel
International Energy Funding Corp. This assumes Varel completes
the transaction of its senior secured credit facility and
mezzanine facility," S&P said.

"The ratings on Varel reflect our assessment of the company's
'vulnerable' business risk and 'highly leveraged' financial risk,"
said Standard & Poor's credit analyst Stephen Scovotti. "The
ratings also incorporate Varel's small size and scale in drill bit
manufacturing, its competitive position against some of the
largest oilfield services companies in the industry, a leveraged
capital structure, and cyclical end markets. These weaknesses are
partially offset by Varel's 'adequate' liquidity profile, variable
cost structure, and a measure of geographic and product diversity.
Varel's full-year 2012 revenue was approximately 43% from North
America, 20% from the Middle East, 11% from Far East/Australia,
11% from Africa, 9% from Europe, and 6% from South America. Oil
and gas polycrystalline diamond compact (PDC) drill bits
represented 44% of the company's revenues, oil and gas roller cone
drill bits represented 23% of revenue, mining and industrial
represented 22% of revenue, and the company's downhole products
segment represented 11% of revenue."

"Varel manufactures PDC and roller cone drill bits for the oil and
gas, mining, and industrial industries. Fundamentals for the oil
and gas drill bit industry are closely tied to the rig count,
which tends to be volatile and related to oil and gas prices. For
the mining and industrial drill bit industry, fundamentals are
closely tied to the rig count for commodities including copper,
gold, diamond, and other mining markets. The drill bit represents
less than 3% of the total cost of drilling the well. However,
because the cost of failure is high (i.e., a bit left downhole
could require abandonment of the well) and because drill bit
efficiency directly impacts the time the drilling rig must be
utilized, operators are willing to pay a premium for a bit that
has a proven record in a particular geologic formation," S&P said.

"The stable outlook is based on our expectation that Varel's pro
forma liquidity will be sufficient to maintain fixed spending
requirements at least for the next year. This incorporates our
expectation that Varel will benefit from healthy demand for drill
bits due to high commodity prices that support a stable level of
drilling activity. It also reflects our view that Varel could cut
a majority of its fixed spending requirements in a downturn to
preserve liquidity," S&P said.

"We could consider a downgrade if liquidity worsens to less than
$20 million. We would consider an upgrade if the company is able
to increase its size and scale while maintaining liquidity of
above $40 million and debt to EBITDA below 4.0x," S&P said.


VERTIS HOLDINGS: Wins Interim Approval for $150 Million Loan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vertis Inc. won interim court approval to borrow
$150 million.  The hearing for final approval of the loan is set
for Nov. 1.

According to the report, the advertising and marketing services
provider filed papers on Oct. 11 starting the process of selling
the business.  Quad/Graphics Inc. already signed a contract where
it will purchase the operations for $258.5 million along with an
adjustment for working capital, assuming no better offer turns up
at auction.  Vertis' court papers don't include proposed dates for
the submission of competing bids, the auction, and the hearing for
approval of the sale.

The Bloomberg report discloses that General Electric Capital Corp.
is agent on the revolving credit while Morgan Stanley Senior
Funding Inc. is agent for the term loan.  GECC as agent is
providing the $150 million in bankruptcy financing.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


* Sanctions Upheld Against Lawyer Who Gave Judge Bottle of Wine
---------------------------------------------------------------
Joe Palazzolo, writing for The Wall Street Journal's Law Blog,
reports that a federal appeals court upheld sanctions against
veteran Florida bankruptcy lawyer Kevin Gleason, who called
findings by U.S. Bankruptcy Court Judge John Olson "half-baked"
and then sent a bottle of wine to his chambers with a handwritten
note.

Law Blog recounts Mr. Gleason, based in Hollywood, Fla., disagreed
with Judge Olson's ruling and wrote in a brief filed in April
2011, "It is sad when a man of your intellectual ability cannot
get it right when your own record does not support your half-baked
findings."  The dispute concerned commissions Mr. Gleason's client
received from a real-estate deal.  Judge Olson ruled that the
commissions had to be turned over to the administrator of the
client's Chapter 11 bankruptcy plan.  Mr. Gleason believed they
were exempt.

Law Blog relates that, a couple of weeks later, Mr. Gleason
delivered a bottle of wine to Judge Olson's chambers, with a hand-
written note that read: "Dear Judge Olson, A Donnybrook ends when
someone buys the first drink. May we resolve our issues
privately?"  Judge Olson returned the bottle.  According to Mr.
Gleason, Judge Olson never read the note; it was still sealed when
he got it back.


* Moody's Says Money Market Funds Responds to Low Yields
--------------------------------------------------------
The historically low yields are adding to the challenges faced by
the Money Market Fund (MMF) industry, and are creating a number of
unprecedented issues for MMF managers. In a new Special Comment
published on Oct. 15, Moody's Investors Service addresses the most
frequently asked questions related to the rating impact of
managers' actions to preserve NAV, and explains how Moody's
factors negative yields into its MMF rating methodology.

The new report, entitled "Frequently Asked Questions: Impact of
Negative Yields on Money Market Funds" is now available on
www.moodys.com. Moody's subscribers can access this report via the
link provided at the end of this press release.

While in the immediate term zero to negative yielding securities
would mostly affect Euro-denominated government funds due to their
limited investment options, in time the low rates will likely also
exert pressure on prime funds in Europe, as well as on MMFs in the
U.S..

In response to this anticipated negative yield environment, MMF
managers are taking a variety of actions beyond fee waivers to
offset the deterioration of funds' net asset value (NAV) and the
impact on investors, including suspending subscriptions,
transition to a variable net asset value (VNAV) structure,
imposing a reduction in share count or up-front liquidity fees.

"We will evaluate the ability of MMFs to maintain their stable net
asset value under our methodology despite the low or negative
yield." says Michael Eberhardt, a Vice President in Moody's
Managed Investments Group and the co-author of the report.
Eberhardt added that if a fund's mark-to-market NAV declines below
1.0000, Moody's would use the fund's mark-to-market value as the
starting point of the stressed NAV calculation under Moody's
Scorecard, as well as an assessment of qualitative factors, such
as the fund's original objectives and the manager's actions to
preserve capital and provide liquidity.

Moody's stated that it views actions intended to avoid NAV
deterioration as credit positive, and will evaluate them on a
case-by-case basis. However, if a fund decides to change its
structure, objectives or strategy, maintaining a high fund rating
would only be achievable if the fund offers investors an option to
redeem their shares at par, and based on all the MMF's original
terms, before implementation of the proposed changes or
transition.


* Military Spending Cuts Spur Defense Firm Consolidation
--------------------------------------------------------
Military spending cuts will spur continued consolidation in the
defense industry despite the collapse of the proposed merger
between BAE Systems plc and European Aeronautic Defense & Space
Co. (EADS), Moody's Investors Service says in a new report,
"Defense Industry Consolidation Still Likely Despite Failure of
BAE-EADS Deal."

"Significant spending cuts in the US and Europe point to the
urgent need for defense companies to cut costs and improve
operating efficiencies through consolidation and other
restructuring actions," says Senior Vice President and author of
the report Russell Solomon.

The failed merger between BAE Systems and EADS does not change
that reality, Solomon says, though it does illustrate the
difficulty of executing cross-border mega-mergers among defense
companies. The talks failed because BAE and EADS were unable to
reconcile their merger objectives with the demands of their
respective governments.

Mergers among second- and third-tier suppliers are more likely,
Solomon says, since the barriers in these cases for the most part
would be lower. And while margins are currently strong in this
part of the market, these firms will see them erode as revenues
come under pressure from declining volumes and tighter pricing.

"Smaller companies with specific capabilities will be attractive
acquisition targets," Solomon says. "Prime contractors looking to
expand their presence in a particular segment will shop for
acquisition targets that offer specific capabilities, though
competitive bidding could prompt acquirers to pay excessively high
EBITDA multiples."

And while prime contractors are the most likely acquirers, spin-
offs are also more likely as falling military budgets erode the
profitability of individual business units, prompting firms to
jettison weak performers and exit businesses that no longer fit
their revised long-term business strategies.


* 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.



                            *********


Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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