TCR_Public/121022.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 22, 2012, Vol. 16, No. 294

                            Headlines

1701 COMMERCE: Wants Plan Filing Period Extended Pending Sale
1701 COMMERCE: Richfield Hospitality Okayed as Property Manager
4KIDS ENTERTAINMENT: Jay Emmett Named Chairman of the Board
4KIDS ENTERTAINMENT: Lloyd Miller Ceases to Own 5% Equity Stake
A123 SYSTEMS: Meeting to Form Creditors' Panel Set for Oct. 29

A123 SYSTEMS: Seeking to Replace JCI DIP Financing
A123 SYSTEMS: Can Hire Logan as Claims & Noticing Agent
A123 SYSTEMS: Asks Court to Limit Equity Trading to Protect NOLs
A123 SYSTEMS: Wants to Reject Wanxiang Bridge Loan Agreement
A123 SYSTEMS: To Cancel Contracts With BAE Systems, et al.

A123 SYSTEMS: Wanxiang Still in the Running to Buy A123
A123 SYSTEMS: Seeks Nov. 19 Auction to Top JCI'S $125 Million Bid
AFA FOODS: Accord Between Yucaipa and Creditors Panel Denied
ALL AMERICAN PET: Haskell & White Replaces De Joya as Accountants
AMERICAN AIRLINES: Faulted By Hedge Funds Over Closed Talks

AOXING PHARMACEUTICAL: BDO China Raises Going Concern Doubt
APOLLO MEDICAL: Inks Settlement Pact with Aligned Affiliates
ATP OIL: Unit's District Court Proceedings Stayed Until Dec. 19
BACK YARD BURGERS: Has Plan Deal With Harbert
BEALL CORPORATION: U.S. Trustee Forms 6-Member Creditors Committee

BEALL CORPORATION: Committee Hires Ball Janik as Counsel
BEST UNION: SPCP Agrees to Use of Cash Collateral Thru Dec. 31
BEST UNION: Creditors Have Until Nov. 30 to File Claims
BONDS.COM GROUP: Terminates COO, Names Marc Daher to Board
BR MALLS: Fitch Assigns BB Rating to New USD175MM Perpetual Notes

BUILDERS FIRSTSOURCE: Incurs $13.5-Mil. Third Quarter Net Loss
CALIFORNIA: Working on Early Warning System for Muni Bankruptcy
DEWEY & LEBOEUF: Insurance Can Pay Up to $6.75 Million for Defense
CAPITOL CITY: Amends First Quarter Form 10-Q
CAVE LAKES: Wants Chapter 11 Case Dismissed

CHINA PRECISION: Moore Stephens Raises Going Concern Doubt
CIRCLE ENTERTAINMENT: Borrows $75,000 from Directors, Officers
CIRCUS AND ELDORADO: Has Accord With Creditors on $142.8MM Debt
COLLEGE BOOK: Owners Agree to Bankruptcy, Chapter 11 Trustee
COMMUNITY MEMORIAL: WIPFLI LLP OK'd for Tax Return Preparation

CORPORATE EXECUTIVE: S&P Assigns 'BB-' Corporate Credit Rating
DIGITAL DOMAIN: Florida Seeks to Recoup $20MM in Incentives
EASTMAN KODAK: Judge Denies RIM's Bid to Cut Patent Claims
ECO BUILDING: Sam Kam & Company Raises Going Concern Doubt
ELPIDA MEMORY: Creditors Seek to Unseal Technology Sale Documents

EMPIRE RESORTS: Option to Lease EPT Property Extended to Jan. 21
ENERGY FUTURE: To Offer Add'l $250 Million 6.875% Senior Notes
FULLER BRUSH: Creditors Balk at Sale Without Chapter 11 Plan
GEORGES MARCIANO: Demands Return of "Illegally Seized" Documents
GMX RESOURCES: To Pay December Notes Interest by PIK Election

HANMI FINANCIAL: Earned $13.3 Million in Third Quarter
HAWKER BEECHRAFT: Drops Sale, To Exit Ch. 11 On Its Own
HAWKER BEECHCRAFT: Has 120-Day Plan Exclusivity Extension
HIGH PLAINS: Chama Intends to Buy 220,000 Restricted Shares
HMX ACQUISITION: Returns to Chapter 11 Bankruptcy

IDEARC INC: Ending First Week of Two-Week Trial in Verizon Suit
IMPERIAL INDUSTRIES: Completely Acquired by Q.E.P.
INDEPENDENCE TAX: Reacts to Peachtree Tender Offer
INDEPENDENCE TAX: Does Not Recommend Peachtree Tender Offer
INOVA TECHNOLOGY: Files Amendment No. 4 to 375-Mil. Prospectus

INTELSAT SA: Buys $442 Million of Tendered 11 1/4 Senior Notes
INTERMETRO COMMUNICATIONS: Obtains $3MM Facility from TAB Bank
INTERMETRO COMMUNICATIONS: Sells 295,000 Preferred Shares
INTERNAL FIXATION: Suspending Filing of Reports with SEC
INTERNAL FIXATION: Withdraws Request to Terminate Common Shares

INTERNAL FIXATION: Asher Enterprises Discloses 9.9% Equity Stake
JEFFERSON COUNTY: Birmingham Can't Sue Over Hospital Closing
JEFFERSON COUNTY: Judge Allows County to Overhaul Hospital
JEFFERSON COUNTY: Lehman Brothers Sues Over Sewer Bond Swap Deal
KNIGHT CAPITAL: Incurs $764.3 Million Net Loss in Third Quarter

LAGUNA BRISAS: Hearing on Valuation of Property Reset to Nov. 5
LEHMAN BROTHERS: Sues Jefferson County on Sewer Bond Swap Deal
LENNAR CORP: Fitch Rates Proposed $350-Mil. Senior Notes 'BB+'
LENNAR CORP: S&P Assigns 'B+' Rating on $350MM Senior Notes
LIGHTSQUARED INC: Harbinger Opposes Suit by Lenders

LIGHTSQUARED INC: U.S. Bank and Mast Object to LP Lenders' Motion
LOST LAKE: Court Dismissed Involuntary Case
LPATH INC: To Begin Trading on NASDAQ Capital Market on Oct. 22
LSP ENERGY: Seeks to Keep Sole Chapter 11 Control Amid Outage
LUXLAS FUND: S&P Ups Corp. Credit Rating to 'B+' on Debt Reduction

MAKENA GREAT: Inks Stipulation Extending Cash Collateral Use
MEDIA GENERAL: Incurs $30.3 Million Net Loss in Third Quarter
MGM RESORTS: Gets Approval to Develop Gaming Resort in Cotai
MICROSEMI CORP: S&P Keeps 'BB' Rating on $810MM Term Loan Due 2018
MSR RESORT: Five Mile Wants Sale Process Restarted

MUSCLEPHARM CORP: Settles Securities Suit With Inter-Mountain
NAVISTAR INTERNATIONAL: Appoints John Pope to Board of Directors
NBTY INC: S&P Gives 'B-' Rating on $550MM Senior Unsecured Notes
NEW ENGLAND BUILDING: Can Use TD Bank Cash Collateral Thru Nov. 10
NEW ENGLAND BUILDING: Committee Wants Chapter 11 Trustee Appointed

NORTH AMERICAN SPECIALTY: Grey Mountain Acquires Assets
NORTHCORE TECHNOLOGIES: Christopher Bulger Named Board Chairman
NORTHCORE TECHNOLOGIES: Launches New Customer Web Platform
OMNICOMM SYSTEMS: Thomas Vickers Succeeds Ronald Linares as CFO
OTERO COUNTY: OK'd to Close Exit Financing and Satisfy LOC Claims

PATRIOT COAL: Retirees May Seek Claims vs. Peabody, Arch Coal
PATRIOT COAL: Dec. 14, 2012 Deadline for Proofs of Claim Set
PENN TREATY: Former Chairman Appointed to Board
PEREGRINE FINANCIAL: Great American to Liquidate Wasendorf Assets
PEREGRINE FINANCIAL: Customers Espouse Theory to Avoid Losses

PICCADILLY RESTAURANTS: Can Obtain Up to $500,000 in DIP Loans
PICCADILLY RESTAURANTS: Can Hire Gordon Arata as Counsel
PLANDAI BIOTECHNOLOGY: Recurring Losses Cue Going Concern Doubt
PREMIER DENTAL: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
PREMIER PAVING: Can Use Wells Fargo Cash Collateral Through Nov. 1

PREMIER PAVING: Wants Control of Case Through January
PRESSURE BIOSCIENCES: Clayton Struve Discloses 9.9% Equity Stake
RED MOUNTAIN: Had $3.7-Mil. Net Loss in August 31 Quarter
RENAISSANCE LEARNING: S&P Revises Outlook on 'B' CCR to Positive
RESIDENTIAL CAPITAL: Executives' $7-Mil. Bonus Program Approved

RG STEEL: Agrees to Termination of Wheeling and Warren Plans
RITZ CAMERA: OK'd to Modify Retention of Weinsweigadvisors LLC
SAAB CARS: Files Chapter 11 Liquidation Plan
SAN BERNARDINO, CA: Faces Major Legal Action Over CalPERS Payment
SAN BERNARDINO, CA: SEC Opens Inquiry Over Finances

SAN BERNARDINO: Withholds $5.3 Million Owed to Calpers
SATCON TECHNOLOGY: Wins Judge Nod to Access to Cash Collateral
SHENGDATECH INC: Emerges From Bankruptcy Protection
SINCLAIR BROADCAST: Closes Offering of $500 Million Senior Notes
SMART ONLINE: Sells Add'l $200,000 Convertible Subordinated Note

SMART ONLINE: Atlas Capital Discloses 40% Equity Stake
SNO MOUNTAIN: Default Cues Investors to File Involuntary Petition
SOLYNDRA LLC: Plan Confirmation Hearing Resumes Oct. 22
SOLYNDRA LLC: Battles IRS in Court Over Chapter 11 Plan
SOUTHERN AIR: Files Schedules of Assets and Liabilities

SOUTHERN AIR: Amends Consolidated List of 30 Unsecured Creditors
SPANISH BROADCASTING: Attiva Wants Mega TV, Mega Films Spinoff
SPRINT NEXTEL: Opts to Buy 100% ERH Interests in Clearwire
SUN RIVER: Sells Leasehold Interest in Texas Leases; Lays Off CFO
SUNGARD DATA: Fitch Withdraws Low-B Rating on Several Notes

SUNGARD DATA: S&P Assigns 'B-' Rating on $500MM Subordinated Notes
T SORRENTO: Can Employ Quilling Selander as General Counsel
TEAM HEALTH: S&P Raises CCR to 'BB' on Sustained Growth
TRIBUNE CO: News Corp Denies Talks With Tribune or L.A. Times
TURBOSONIC TECHNOLOGIES: Recurring Losses Cue Going Concern Doubt

UNI CORE: Albert Wong Raises Going Concern Doubt
USG CORP: Incurs $29 Million Net Loss in Third Quarter
UTSTARCOM HOLDINGS: Appoints New Chief Financial Officer
VANDERRA RESOURCES: Committee Hires Hunton & Williams as Counsel
VANDERRA RESOURCES: Court OKs Munsch Hardt as Bankruptcy Counsel

VANDERRA RESOURCES: Files Schedules of Assets and Liabilities
VIGGLE INC: BDO USA Raises Going Concern Doubt
VOLKSWAGEN-SPRINGFIELD: BB&T Okayed to Foreclose Collateral
WAGNER SQUARE: Jackson Square Withdraws Motion to Dismiss Case
WALL STREET SYSTEMS: S&P Keeps 'B' CCR Over Term Loan Upsizings

WALLA WALLA TOWN: Case Dismissed for Failure to Obtain Counsel
WARNER MUSIC: S&P Rates $1.4-Bil. Senior Secured Debt 'BB-'
WESCO INT'L: S&P Affirms 'BB-' CCR on Acquisition Announcement
WEST CORP: Reports $22.1 Million Net Income in Third Quarter
WESTERN MOHEGAN: Bankruptcy Case Dismissed Again

WESTLB AG: Suit Over Ethanol Plants' Sale Set to Trial
WIZARD WORLD: John Macaluso Replaces Michael Mathews as Chairman
XTREME IRON: Areya Holder Approved as Chapter 11 Trustee
XZERES CORP: Had $1.6 Million Net Loss in August 31 Quarter
YNS ENTERPRISE: Settles With Bank; Wants Chapter 11 Case Dismissed

YNS ENTERPRISE: Court Approves Hiring of John D. Yoo as Accountant

* Asbestos Victims Seeks to Overturn $510-Mil. Loss
* Rule Gives FDIC Power Over Contracts With Failed SIFIs' Units

* Corporate Budgets for Bankruptcy Experts to Rise in 2013
* Junk Companies' Cash Enough to Forestall Bankruptcy

* Atty's Bottle Of Wine Apology Not Enough to Stop Sanctions

* Ford & Huff Opens Washington, D.C. Practice

* BOND PRICING: For The Week From Oct. 8 to 12, 2012




                            *********


1701 COMMERCE: Wants Plan Filing Period Extended Pending Sale
-------------------------------------------------------------
1701 Commerce LLC asks the U.S. Bankruptcy Court to extend its
exclusive period to propose a Chapter 11 plan pending a sale of
the assets.

After filing a plan on May 20, 2012, and amending it Oct. 4, the
Debtor filed a motion to sell substantially all of its hotel
properties and assets to an independent third party pursuant to
Section 363 of the Bankruptcy Code.  Pursuant to the asset
purchase agreement, the buyer has 60 days in which to conduct due
diligence on the Debtor's assets, and an additional 30 days to
close on the purchase of the Debtor's assets.

The Debtor thus seeks a 90-day plan exclusivity extension from
Nov. 24, 2012, or from termination of the sale contract, whichever
occurs first, to prevent the waste of time, money and resources of
the Debtor's bankruptcy estate that would be occasioned by
simultaneously pursuing the sale motion and confirmation of the
plan.

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce LLC was previously named Presidio Ft. Worth Hotel
LLC, but changed its name to 1701 Commerce LLC, prior to the
bankruptcy filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The Law
Office of John P. Lewis, Jr., represents the Debtor.  The Debtor
disclosed $71,842,322 in assets and $44,936,697 in liabilities.


1701 COMMERCE: Richfield Hospitality Okayed as Property Manager
---------------------------------------------------------------
1701 Commerce LLC sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Richfield Hospitality, Inc., as property manager.

The Debtor and Richfield entered into an operating agreement for
management and operation of Sheraton Fort Worth Hotel and Spa.

Richfield has managed the hotel since August 2011 under an
operating agreement with the former owner, Presidio.  Prior to
Richfield's engagement, the hotel had been managed by an affiliate
of the former owner or its principals.

Richfield will supervise and manage the day-to-day activities
related to the hotel and to assist Debtor in maintaining the
property and complying with its reporting requirements in the
case.

The compensation payable to Richfield for its property management
services provides for a "base management fee" and an "incentive
management fee" in addition to reimbursement of certain direct
operating costs and expenses.

The Base Management Fee is computed based upon the monthly gross
revenues generated by the hotel and is 2.5% of the gross revenues.
The Base Management Fee is payable monthly from the Debtor's
operating account.  The Incentive Management Fee is calculated and
payable after the annual financial statement is prepared and
delivered.  The Incentive Management Fee, if any, is equal to 10%
of the excess, if any, of the Gross Operating Profit (less
reserves and debt service payments on account of any mortgage on
the Hotel) for the immediately preceding 12-month period over the
amount needed to provide the Debtor with a 10% annual return on
its Invested Capital.

In addition, the Management Agreement provides: (a) for an annual
fee of $2,050 for the Debtor's access to the manager's accounting
systems for the hotel and an agreed upon fee for Centralized
Services as agreed to in the property's budget; and (b)
reimbursement of certain direct costs attributable to the Hotel
such as employee wages, employee benefits, payroll taxes, employee
expenses, cost of goods and services to the hotel provided or paid
by Richfield, sales, use, hotel, and other taxes, and similar
operational costs paid by manager.

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce LLC was previously named Presidio Ft. Worth Hotel
LLC, but changed its name to 1701 Commerce LLC, prior to the
bankruptcy filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The Law
Office of John P. Lewis, Jr., represents the Debtor.  The Debtor
disclosed $71,842,322 in assets and $44,936,697 in liabilities.


4KIDS ENTERTAINMENT: Jay Emmett Named Chairman of the Board
-----------------------------------------------------------
4Kids Entertainment, Inc., appointed Director Jay Emmett to
Chairman of the Board of Directors.  Effective Sept. 30, 2012,
Michael Goldstein has retired from his positions as the Company's
interim chairman, chairman of the audit committee, board member,
and member of the nominating committee.

"On behalf of 4Kids Entertainment, I want to thank Mr. Goldstein
for his years of service to the 4Kids Board of Directors," said
Jay Emmett.  "We are very grateful to Michael for his leadership,
guidance and the expertise he brought to our Board," added Emmett.

Newly appointed Chairman, Jay Emmett, has been a 4Kids Board
Member for over 12 years.  He has had a long, successful career in
the entertainment industry and founded the Licensing Corporation
of America, which represented Major League Baseball, National
Basketball Association, National Hockey League, and the National
Football League Players Association, as well as many entertainment
properties including Batman, Superman, and James Bond.  Mr. Emmett
has been a member of the International Special Olympics Board for
30 years, and served as President of the Special Olympics from
2007 to 2008.

Bruce R. Foster has been named Interim Chief Executive Officer and
been appointed as a member of the Board of Directors; he will
continue to serve as Chief Financial Officer.  Mr. Foster joined
4Kids in 2002 and has been instrumental in leading the Company
through the bankruptcy process and in developing a strategy to
reorganize the Company.

"I am excited about the opportunity to lead the Company out of
bankruptcy," said Mr. Foster.  "Working closely with the Board of
Directors, I am focused on developing the underlying business
strategy necessary to implement a Plan of Reorganization.  This
new business plan creates a unique opportunity for the Company,"
added Foster.

                     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.


4KIDS ENTERTAINMENT: Lloyd Miller Ceases to Own 5% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Lloyd I. Miller, III, disclosed that, as of
Oct. 17, 2012, he ceased to be the beneficial owner of more than
5% of common stock outstanding of 4Kids Entertainment, Inc.
The amount of shares he owns was not disclosed.  A copy of the
filing is available for free at http://is.gd/DdvrSx

                     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.


A123 SYSTEMS: Meeting to Form Creditors' Panel Set for Oct. 29
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Oct. 29, 2012, at 10:00 a.m. in
the bankruptcy case of. A123 Systems, Inc. The meeting will be
held at:

         DoubleTree Hotel Wilmington
         700 North King Street, Salon C
         Wilmington DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

As reported in the Troubled Company Reporter on Oct. 17, 2012,
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.


A123 SYSTEMS: Seeking to Replace JCI DIP Financing
--------------------------------------------------
A123 Systems Inc. disclosed in papers filed in Bankruptcy Court
that, at the request of Johnson Controls Inc., which is providing
$72.5 million in postpetition secured financing, the Debtors have
been working with other potential DIP lenders to refinance the
obligations under the JCI DIP facility prior to the final hearing
on the JCI loan.

The Debtors intend to use the time prior to the final hearing on
Oct. 26 to attempt to procure replacement financing on better
terms if available in the marketplace.  To that end, JCI has
agreed, on behalf of itself and the other DIP lenders, to refund
or waive certain fees otherwise payable under the DIP loan to the
extent such an alternative financing can be accomplished on
reasonable economic terms.

The DIP Credit Agreement with JCI provides that the terms and
conditions of any DIP refinancing will be on terms and conditions
that are reasonably acceptable to the Debtors.

For now, the Debtors are seeking permission from the Court to file
under seal a DIP refinancing term sheet attached to A123's DIP
loan agreement dated Oct. 16 with JCI.

At Thursday's hearing in Delaware Bankruptcy Court, A123 obtained
permission to pay reasonable fees and expenses incurred by
JPMorgan Chase Bank N.A. as a potential source of refinancing in
connection with the bank's ongoing due diligence investigation of
the Debtors.  JPMorgan has made no commitments in respect of any
refinancing.

According to the Debtors, the DIP refinancing term sheet includes,
among other things, terms relating to the maximum interest rate
and fees for any DIP refinancing.  The Debtors said it is
necessary to seal the refinancing term sheet as public disclosure
of its terms could impact A123's ability to negotiate more
attractive terms with potential alternative DIP lenders.

The JCI DIP facility consists of a term loan in aggregate
principal amount of $72,500,000.  On Thursday, the Court issued an
interim order authorizing the Debtors to borrow up to $15,500,000.

The DIP Obligations under the JCI loan bear interest at the rate
of 15% per annum. During the occurrence and continuance of an
Event of Default, the DIP obligations will bear interest at 17%
per annum.

The JCI DIP Facility matures and must be paid in full on the
earliest of (a) the date that is 15 calendar days after the
Petition Date unless the Bankruptcy Court has entered (i) the
Final Order and (ii) the order establishing procedures for the
sale of the Debtors' transportation business to JCI, (b) the date
of consummation of the sale of the Debtors' transportation
business to JCI, (c) the date that is 34 days after the Petition
Date if the auction in respect of the Sale has not been commenced
by such date, (d) the date that is 36 days after the Petition Date
if the auction in respect of the Sale has not been completed by
such date, (e) the date that is 41 days after the Petition Date if
an order approving the Sale has not been entered by the Court by
such date and (f) Dec. 31, 2012.

                        About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
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.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  The petitions were signed by
David Prystash, chief financial officer.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.


A123 SYSTEMS: Can Hire Logan as Claims & Noticing Agent
-------------------------------------------------------
The Bankruptcy Court authorized A123 Systems Inc. and its debtor
affiliates to employ Logan & Company, Inc., as claims and noticing
agent to assume full responsibility for the distribution of
notices and the maintenance, processing and docketing of proofs of
claim filed in the Debtors' Chapter 11 cases.

The Debtors said their selection of Logan to act as the claims and
noticing agent has satisfied the Court's Protocol for the
Employment of Claims and Noticing Agents under 28 U.S.C. Sec.
156(c), in that the Debtors have obtained and reviewed engagement
proposals from at least two other court-approved claims and
noticing agents to ensure selection through a competitive process.
Moreover, the Debtors submit, based on all engagement proposals
obtained and reviewed, that Logan's rates are competitive and
reasonable given Logan's quality of services and expertise.

The terms of retention are set forth in the parties' Agreement for
Services dated Oct. 3, 2012.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
25,000 entities to be noticed.  In view of the number of
anticipated claimants and the complexity of the Debtors'
businesses, the Debtors submit that the appointment of a claims
and noticing agent is both necessary and in the best interests of
both the Debtors' estates and their creditors.

By appointing Logan as the claims and noticing agent in the
Chapter 11 Cases, the distribution of notices and the processing
of claims will be expedited, and the office of the Clerk of the
Bankruptcy Court for the District of Delaware will be relieved of
the administrative burden of processing what may be an
overwhelming number of claims.

The Debtors also intend to file an application to employ Logan as
Administrative Advisor to perform additional services outside of
the ambit of those services covered under the Claims Agent
Application.

Prior to the Petition Date, the Debtors provided Logan a $10,000
retainer, which Logan applied to all prepetition invoices.  Logan
seeks to have the retainer replenished to the original amount, to
the extent not already replenished prepetition, to be held under
the Logan Agreement during the Chapter 11 cases as security for
the payment of fees and expenses incurred in rendering the Logan
Services hereunder, with any remainder to be held as security for
the payment of other approved fees and expenses incurred in
rendering other services under the Logan Agreement.

The firm's Kathleen M. Logan attests that the firm is a
"disinterested person" as that term is defined in Bankruptcy Code
Section 101(14) with respect to the matters upon which it is to
be engaged.

                         About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
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.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  The petitions were signed by
David Prystash, chief financial officer.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.


A123 SYSTEMS: Asks Court to Limit Equity Trading to Protect NOLs
----------------------------------------------------------------
A123 Systems Inc. and its affiliated debtors have asked the
Bankruptcy Court to issue interim and final orders establishing
notice and hearing procedures that must be satisfied before
certain transfers of A123 equity securities or of any beneficial
interest therein, are deemed effective.

The Debtors said the procedures for trading in equity securities
of A123 are necessary to protect and preserve the value of the
Debtors' tax attributes, including but not limited to, significant
net operating losses, capital losses, unrealized built-in losses,
and certain other tax and business credits.  If no restrictions on
trading are imposed by the Court, the Debtors explained, the
trading could severely limit or even eliminate the Debtors'
ability to use their Tax Attributes, which could lead to
significant negative consequences for the Debtors, their estates,
and the overall chapter 11 process.

The Debtors said they have incurred, and are currently incurring,
significant NOLs for U.S. federal income tax purposes.  For tax
periods through the 2011 tax year, the Debtors have reported on
their federal income tax returns roughly $497 million of
consolidated NOLs.  The Debtors have continued to incur NOLs in
the first three quarters of 2012 and expect to continue incurring
NOLs after the Petition Date.

While the value of the Debtors' Tax Attributes is contingent upon
the amount of the Debtors' taxable income that may be offset by
the Tax Attributes before they expire and any existing limitation
on their usage, the Debtors said the federal NOLs and other Tax
Attributes could translate into potential future tax savings for
the Debtors.

The Debtors said the NOLs are a valuable asset because the Debtors
generally can carry forward their NOLs to offset their future
taxable income and tax liability, thereby potentially freeing up
funds to meet working capital requirements and service debt.  For
example, the Debtors can carry forward federal NOLs to offset
their future taxable income for up to 20 taxable years, thereby
potentially recovering cash for the benefit of their estates and
potentially reducing their future aggregate tax obligations to the
extent NOLs remain available to be carried forward.  The NOLs may
also be available to the Debtors to offset taxable income
generated by transactions completed during the Chapter 11 cases.

Under 26 U.S.C. Section 382, the Internal Revenue Code of
1986, as amended, an ownership change occurs when the percentage,
by value, of a company's equity held by one or more persons
holding 5% or more of the stock (taking into account Options to
acquire such stock) has increased by more than 50 percentage
points over the lowest percentage of equity owned by such
shareholders at any time during the preceding three-year period or
since the last ownership change, as applicable.  If there has been
a prior ownership change, the Testing Period for determining
whether another ownership change has occurred begins on the first
day following the date of the prior ownership change.

The general purpose of Section 382 is to prevent a company with
taxable income from reducing its tax obligations by acquiring
control of another company with NOLs, unrealized built-in losses,
or certain other tax attributes.  To achieve this objective,
Section 382 limits the amount of taxable income that can be offset
by a pre-change loss to the long-term tax exempt bond rate (as
published monthly by the Treasury) as of the ownership change date
multiplied by the value of the equity of the loss corporation
immediately before the ownership change.  Built-in Losses
recognized during the five-year period after the ownership change
may be subject to similar limitations.

                         About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
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.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  The petitions were signed by
David Prystash, chief financial officer.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.


A123 SYSTEMS: Wants to Reject Wanxiang Bridge Loan Agreement
------------------------------------------------------------
A123 Systems Inc. and its affiliated debtors are seeking to use
the bankruptcy to terminate contracts they entered into roughly
two months ago with Chinese auto-parts maker Wanxiang Group Corp.,
and its U.S. unit, Wanxiang America Corporation, as well as avoid
penalties that may arise from the contract rejection.

In papers filed in Bankruptcy Court, the Debtors said they intend
to reject, in their discretion, an Aug. 16, 2012 bridge loan
agreement with Wanxiang and a related pledge and security
agreement, entered on the same date, out of an abundance of
caution in the event that the contracts are found to be executory
contracts.  They said the filing of the Motion to Reject is not an
admission that the contracts are executor contracts.  The Debtors
reserve all rights to contest any such characterization at any
time in the future.

The Debtors said they are not seeking to reject a purchase
agreement with Wanxiang Purchase, because that deal automatically
terminated upon the filing of the Chapter 11 cases in accordance
with its terms.

When they filed for bankruptcy, the Debtors presented to the Court
a binding offer from Johnson Controls Inc. to purchase the
Debtors' transportation business for $125 million, subject to
higher and better offers.  The sale is scheduled to close roughly
45 days after the petition date.  The Debtors will also seek to
sell their grid energy storage and commercial businesses as going
concerns.

On Thursday, the Debtors also secured approval from the judge to
borrow, on an interim basis, up to $15.5 million under a $72.5
million postpetition secured financing from Johnson Controls.

The Debtors believe that Wanxiang will take the position that the
Contracts require the Debtors to pay onerous punitive fees and
liquidated damages in the event that the Debtors sell their assets
and/or obtain any post-petition financing.  The possibility of the
triggering of any such punitive fees and liquidated damages by the
Debtors is clearly not in the best interests of their creditors
and estates.  Accordingly, the Debtors have determined, in the
exercise of their sound business judgment, that the Wanxiang
Contracts are of no benefit to their estates and in fact may
create potential secured claims against their estates;
consequently it is in the best interests of the Debtors, their
estates and their creditors to reject the Wanxiang Contracts, to
the extent they are deemed to be executory.

                        Wanxiang Bridge Loan

On Aug. 16, 2012, the Debtors entered into definitive
documentation with Wanxiang in connection with a senior secured
bridge loan facility, which documentation memorialized Wanxiang's
agreement to (a) furnish A123 with a senior secured bridge loan
facility in an amount up to $75 million through its affiliate,
Wanxiang America, and (b) purchase, subject to certain conditions,
$200 million in aggregate principal amount of 8.00% Senior Secured
Convertible Notes to be issued by A123 in connection with the
transaction.

Under the Wanxiang Bridge Loan Facility, Wanxiang agreed to
provide the Debtors with an initial cash advance of $12.5 million
and a letter of credit facility that would result in roughly $10
million of additional liquidity for the Debtors.  The Debtors
received the Initial Wanxiang Loan on Aug. 16 and realized net
proceeds of roughly $12.5 million, although little of that money
could be accessed by the Debtors.

A123 and certain of its subsidiaries on Aug. 16 also entered into
a Pledge and Security Agreement with Wanxiang in its capacity as
agent, pursuant to which A123 and such subsidiaries granted
Wanxiang, in its capacity as agent, a security interest in
substantially all of their assets, including cash on hand and cash
proceeds of other assets, to secure the Debtors' obligations under
the Wanxiang Bridge Loan Facility and the Wanxiang 8.00%
Convertible Notes.

The Debtors believe that Wanxiang has failed to perfect its
security interests on the Debtors' assets located outside the U.S.
and failed to obtain consents required to have an enforceable
security interest on certain assets located inside the U.S.

Because certain conditions had not been satisfied as of the
Petition Date, the remainder of the Wanxiang Bridge Loan Facility
was not funded nor were the Wanxiang 8.00% Convertible Notes
issued.  As a result, as of the Petition Date, the Debtors owed
Wanxiang only roughly $22.67 million.

The Debtors said Section 6.12 of the Wanxiang Bridge Loan Facility
provides that the Debtors and its non-Debtor subsidiaries must
"maintain on deposit cash in an aggregate amount equal to not less
than" $20 million.  As a result, although as of the Petition Date
the Debtors -- excluding their non-Debtor subsidiaries -- held
roughly $19 million in cash, due to the restrictions of the
Wanxiang Bridge Loan Facility, the Debtors were unable to access
such cash.  Thus, the amount owed to Wanxiang as of the Petition
Date less cash on hand was only roughly $3.67 million.

                       Disputed Wanxiang Fees

The Debtors said Wanxiang may claim entitlement to various penalty
fees and liquidated damages clauses in contracts between Wanxiang
affiliates and the Debtors.  However, none of the penalty
provisions has yet been triggered, Wanxiang would not be able to
collect any of the penalties if its contracts with the Debtors are
rejected under section 365 of the Bankruptcy Code, and the
penalties are unenforceable under any circumstances.  As a result,
the Debtors said Wanxiang's claimed fees should, at a minimum,
pose no barrier to allowing the Court to preserve the status quo
by clarifying that nothing in the proposed Interim Order may be
deemed to have triggered any fees or penalties owed to Wanxiang or
its affiliates.

The Debtors expect that Wanxiang may argue that the DIP financing
from Johnson Controls Inc., and/or a sale of substantially all of
the Debtors' assets, will trigger two penalty provisions in the
Wanxiang Bridge Loan Facility:

     -- Wanxiang may argue that it may recover a so-called
"alternative financing fee" of $13.75 million provided for in the
Wanxiang Bridge Loan Facility.  Obtaining financing from any
lender other than Wanxiang or its affiliates (other than certain
permitted indebtedness, a category which would exclude the
proposed DIP financing) may trigger the Financing Fee.

     -- Wanxiang may argue it is owed a so-called "prepayment
fee".  Under the Wanxiang Bridge Loan Facility, an alternative
financing event that would trigger the Financing Fee would also
trigger the Prepayment Fee.  The Prepayment Fee is calculated at
10% of (i) the principal amount of the outstanding loans to A123
and (ii) the face amount of the outstanding letters of credit
issued to A123 that are backstopped by Wanxiang, which together
are $22.67 million.  Thus, based on the outstanding indebtedness
to A123, the Prepayment Fee would total $2.67 million.

     -- Wanxiang may argue that it should be paid a so-called
termination fee under a Securities Purchase Agreement dated Aug.
16, 2012, between A123 and Wanxiang Clean Energy USA Corp.  A123
may trigger the Termination Fee if, among other potential causes,
it enters into a merger transaction with, or agrees to be acquired
by, any entity other than a Wanxiang affiliate.  The Termination
Fee is equal to the excess (if any) of $9 million over any amount
previously paid by A123 towards the Financing Fee.

In substance, the Penalty Fees effectively award Wanxiang
liquidated damages in the event that the Debtors obtain financing
from, or engage in a strategic transaction with, any party other
than a Wanxiang affiliate.  The Penalty Fees thus serve no purpose
other than punishing the Debtors for entering into transactions
with third parties, A123 pointed out.

At the hearing Thursday on the Johnson Control DIP financing,
Patrick Fitzgerald, writing for Dow Jones Newswires, reported that
Bojan Guzina, Esq., at Sidley Austin, appeared befor the Court on
behalf of Wanxiang.  Mr. Guzina told U.S. Bankruptcy Judge Kevin
Carey that his client:

     -- is still interested in A123 despite a $125 million offer
        from Milwaukee-based Johnson Controls Inc. for the battery
        maker's auto business; and

     -- made an offer on the night of Oct. 17 to finance A123's
        Chapter 11 bankruptcy case.

At the hearing, Dow Jones relates, A123's bankruptcy lawyer, D.J.
"Jan" Baker, Esq., at Latham & Watkins, told the court that
Wanxiang's bankruptcy loan -- which was slightly bigger and had a
lower interest rate -- was "frankly more advantageous" at one
point, but the company went with Johnson Controls after it had
agreed to make concessions that he said went a long way in
"leveling the playing field."  Mr. Baker added that the company
would seek approval of the Johnson Controls loan only on an
"interim" basis in order to shop for better financing terms.

Dow Jones relates Wanxiang's lawyer expressed concern that
approval of the JCI financing would "tie the company's hands" to
the JCI deal, making it too difficult for rivals bidders to make
competing offers.

The Bankruptcy Court will hold a final hearing on the DIP facility
on Oct. 26 at noon.

There's an Oct. 30 hearing on the bidding procedures.  The
procedures contemplate a Nov. 16 deadline to submit bids, a
Nov. 19 auction, and a sale hearing Nov. 26.

The JCI stalking horse bid comprises $116 million in cash, plus
$9 million in cash for the powder facility, subject to
adjustments.  All avoidance claims or causes of action available
to the Debtors are not included in the sale.

The Debtors intend to pay JCI a break-up fee of $3.75 milion and
reimbursement of up to $4 million if a sale to another party is
completed.

                         About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
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.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  The petitions were signed by
David Prystash, chief financial officer.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.


A123 SYSTEMS: To Cancel Contracts With BAE Systems, et al.
----------------------------------------------------------
A123 Systems Inc. and its affiliated debtors have begun reviewing
their contracts with third parties.  At the onset of the
bankruptcy cases, the Debtors filed papers seeking Court authority
to walk away from various contracts.

The Debtors said they have determined that certain contracts will
not benefit their estates or creditors.  The Debtors have
determined, after reviewing their operations and in the exercise
of their sound business judgment, that the Contracts are
burdensome to their estates and that it is in the best interests
of the Debtors, their estates and their creditors to reject the
Contracts.

The Debtors said many of the Contracts are "below market"
contracts that are no longer economical to the Debtors' estates.
Indeed, the Debtors are performing at a net loss under many of the
Contracts. Other Contracts relate to the Debtors' automotive
solutions group, which includes those of the Debtors' customers in
the automotive and transportation markets, primarily through the
delivery of battery and starter batter systems and have burdensome
warranty obligations associated with them that are no longer
beneficial to the Debtors' going-forward business.

While the Debtors have entered into a stalking horse asset
purchase agreement to sell the ASG business to Johnson Controls,
Inc., the Debtors do not believe that any of the Contracts
relating to the ASG business are Contracts that would be
attractive to a buyer in connection with the sale.

In a so-called omnibus motion, the Debtors seek permission to
reject contracts with these counterparties: BAE Systems Controls
Inc.; Black & Decker (U.S.) Inc.; BMW; Fisker Automotive Inc.;
Legendary Enterprises Inc., dba HCS Automotive; Magna E-Car
Systems GmbH & Co. OG; Magna Steyr Fahrzeugtechnik AG & Co. KG;
Navistar Inc.; Pat's Garage Inc.; Satcon Technology Corporation;
Smith Electric Vehicles US Corp.; Southern California Edison
Company; The Dr. Independent Service; Westboro Toyota; Zoll
Circulation; and Z Wheelz, LLC.

In a separate filing, the Debtors seek permission to file portions
of their consolidated creditor list/creditor matrix, schedules of
assets and liabilities and statements of financial affairs, any
motion seeking to assume or reject executory contracts with any of
the counterparties, and other related documents, including
affidavits of service, under seal, where the Sealed Documents
contain information regarding the Debtors' confidential
relationship with certain contract counterparties.

The Debtors said certain contracts contain certain confidentiality
provisions that prohibit them from publically disclosing the
existence of the relationship between the parties and the
Confidential Contracts without the Counterparties' consent.  In
addition, some of the Confidential Contracts require that the
Counterparties agree to the form, content and timing of any such
disclosure.

                         About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
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.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  The petitions were signed by
David Prystash, chief financial officer.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.


A123 SYSTEMS: Wanxiang Still in the Running to Buy A123
-------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Wanxiang Group
Corp. made clear in Delaware bankruptcy court Thursday that it is
still in the running to acquire A123 Systems Inc., jostling with
another suitor, Johnson Controls Inc., to provide debtor financing
to the electric car battery maker.

                        About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
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.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  The petitions were signed by
David Prystash, chief financial officer.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.


A123 SYSTEMS: Seeks Nov. 19 Auction to Top JCI'S $125 Million Bid
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that A123 Systems Inc. wants the bankruptcy judge in
Delaware to hold an Oct. 30 hearing to approve auction and sale
procedures for the automotive lithium-ion battery business.

According to the report, absent a higher bid, Johnson Controls
Inc. is already under contract to pay $125 million in cash plus
the cost of curing defaults on contracts.  The contract with
Milwaukee-based Johnson Controls requires approval of sale
procedures no later than Oct. 31.  A123 wants the judge to require
other bids by Nov. 16, followed by an auction on Nov. 19 and a
hearing to approve the sale on Nov. 26.

The report relates that Johnson Controls is buying neither cash
nor the right to bring lawsuits.  The presumptive buyer will
finance the Chapter 11 effort with a $72.5 million loan.  At a
hearing Oct. 18, the court granted interim approval to borrow
$15.5 million.

                        About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
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.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  The petitions were signed by
David Prystash, chief financial officer.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.

The company's notes traded as low as 21.25 cents on the day of the
bankruptcy filing.


AFA FOODS: Accord Between Yucaipa and Creditors Panel Denied
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Yucaipa Cos., the owner and junior lender to AFA
Foods Inc., failed to persuade a bankruptcy judge of the virtue of
a settlement designed to generate cash to pay unsecured creditors'
claims under a liquidating Chapter 11 plan.

According to the report, U.S. Bankruptcy Judge Mary F. Walrath in
Delaware formally turned down the settlement Oct. 18.  It would
have given Yucaipa freedom from claims and lawsuits creditors
could bring.  That was the nub of the problem.  Opposition was
mounted by lawyers for the class suit brought on behalf of workers
who were fired en masse without the 60 days' notice required by
federal and state labor laws.  They claim to have more than
$4 million in claims against AFA and Yucaipa for violation of the
so-called WARN laws.

The report relates the workers argued that a settlement not
including their claims meant the bankruptcy was headed for
failure.  They said the proposed compromise would have handed out
releases to Yucaipa and others, while forcing AFA to give up $170
million in lawsuits, including $60 million against members of the
official creditors' committee.  Had the settlement gone through,
AFA would have been forced into a Chapter 7 liquidation, the
workers argued.  The defeated settlement was designed partly to
head off a lawsuit by the official unsecured creditors' committee
challenging the validity of Yucaipa's lien.

                          About AFA Foods

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

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

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

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

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

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

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

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

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

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


ALL AMERICAN PET: Haskell & White Replaces De Joya as Accountants
-----------------------------------------------------------------
All American Pet Company, Inc., dismissed on Oct. 12, 2012, De
Joya Griffith, LLC, as its independent registered public
accounting firm and engaged Haskell & White LLP as its new
independent registered public accounting firm effective
immediately.  The Company's Board of Directors participated in and
approved the decision to change independent registered public
accounting firms.

Other than an explanatory statement included in De Joya Griffith,
LLC's audit report for the Company's fiscal year ended Dec. 31,
2011, relating to the uncertainty of the Company's ability to
continue as a going concern, the audit report of De Joya Griffith
& Company, LLC, on the Company's financial statements for the last
two fiscal years ended Dec. 31, 2011, and Dec. 31, 2010, did not
contain an adverse opinion or a disclaimer opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting
principles.

During the Company's 2011 and 2010 fiscal years and through
Oct. 17, 2012, there were no disagreements with De Joya Griffith,
LLC, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to De Joya Griffith, LLC's
satisfaction, would have caused them to make reference to the
subject matter of the disagreements in connection with their
report, and there were no reportable events as that term is
described in Item 304(a)(1)(v) of Regulation S-K.

During the Company's 2011 and 2010 fiscal years and through the
date of this Current Report on Form 8-K, the Company did not
consult with Haskell & White LLP regarding any matters.

                       About All American Pet

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

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

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


AMERICAN AIRLINES: Faulted By Hedge Funds Over Closed Talks
-----------------------------------------------------------
David McLaughlin at Bloomberg News reports that Appaloosa
Management LP and Marathon Asset Management LP said American
Airlines isn't being "sufficiently transparent" as the carrier
holds talks with a creditor group about its bankruptcy
restructuring.

According to the report, AMR Corp., American's parent, is
providing confidential information to the group and negotiating
with it about a reorganization "to the exclusion of" nonunion
unsecured creditors, the hedge funds said in an Oct. 18 letter to
AMR Chief Executive Officer Tom Horton.  "Allowing a limited group
of creditors to influence the debtors' restructuring process
without input from a broader representation of creditors is not
only inappropriate, but also risks the loss of value of the
debtors' estates for all of their constituents as a whole,"
Appaloosa and Marathon said in the letter, a copy of which was
obtained by Bloomberg News.

The report relates that American, which filed for bankruptcy last
year, is negotiating with a creditor group that the company says
may provide financing for its reorganization.  The Fort Worth,
Texas-based carrier won permission last month from a federal
bankruptcy judge to pay the fees of the group's advisers as talks
proceed.  The group includes JPMorgan Chase & Co., Claren Road
Asset Management and Pentwater Capital Management, according to
court papers.  Gerard Uzzi, an attorney for the group, didn't
respond to an e-mail seeking comment on the Oct. 18 letter, which
was earlier reported by the Wall Street Journal.  "Our objective
thorough strategic review of all alternatives is appropriately
focused solely on creating maximum value for all stakeholders,"
AMR spokesman Michael Trevino said in an e-mailed statement.

                        'Critical Mass'

The report notes that Appaloosa and Marathon said the creditor
group's unsecured debt holdings in the bankruptcy case don't
constitute "the critical mass" needed to move the restructuring in
a "positive direction."  The hedge funds said that based on their
understanding, talks between the creditor group and American have
focused on a discounted rights offering that some group members
would like to backstop "apparently regardless of whether
additional equity financing is advisable or whether a merger or
other alternative would provide more value."

According to Bloomberg, American has agreed to share financial
information with US Airways Group Inc., the Tempe, Arizona-based
carrier that backs a merger of the two airlines.  American is
scheduled to ask U.S. Bankruptcy Judge Sean Lane at an Oct. 30
court hearing to extend to Jan. 28 its exclusive right to file a
plan.  American said it needs more time as it considers strategic
alternatives.

The Bloomberg report discloses that the structure of AMR's
reorganization "can only be achieved through a transparent process
that engages all major stakeholders, not just parties that have
agreed to support an alternative that may be preferred by" the
company's management, Appaloosa and Marathon said.

                          About AMR Corp.

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

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

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

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

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

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

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

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


AOXING PHARMACEUTICAL: BDO China Raises Going Concern Doubt
-----------------------------------------------------------
Aoxing Pharmaceutical Company, Inc., filed on Oct. 15, 2012, its
annual report on Form 10-K for the fiscal year ended June 30,
2012.

BDO China Dahua CPA Co., Ltd, in Shenzhen, China, expressed
substantial doubt about Aoxing's ability to continue as a going
concern.  The independent auditors noted that the Company
continues to incur losses from operations, has negative cash flow
from operations and a working capital deficit.

The Company reported a net loss of $15.9 million on $8.1 million
of sales in fiscal 2012, compared with a net loss of $7.8 million
on $6.7 million of revenues in fiscal 2011.  The Company recorded
an impairment loss on goodwill of $13.4 million in fiscal 2012,
absent in fiscal 2011.

The Company's balance sheet at June 30, 2012, showed $45.1 million
in total assets, $23.8 million in total liabilities, and
stockholders' equity of $21.3 million.

A copy of the Form 10-K is available at http://is.gd/KUR8Kt

Jersey City, N.J.-based Aoxing Pharmaceutical Company, Inc., has
one operating subsidiary, Hebei Aoxing Pharmaceutical Co., Inc.,
which is organized under the laws of the People's Republic of
China.  Since 2002, Hebei Aoxing has been engaged in developing
narcotics and pain management products.  In 2008 Hebei Aoxing
supplemented its product lines by acquiring  Shijiazhuang
Lerentang Pharmaceutical Company, Ltd., a specialty pharmaceutical
company focusing on herbal pain related therapeutics.  The Company
owns 95% of the equity in Hebei Aoxing.  The remaining 5% is owned
by the Company's Chairman, Zhenjiang Yue, and his family.

The Company was incorporated in the State of Florida on Jan. 23,
1996.  In 2006 the Company liquidated its previous business assets
and acquired 60% of Hebei Aoxing.  On July 6, 2006, the Company
changed its name to "China Aoxing Pharmaceutical Company, Inc." to
better reflect the nature of its business.  On May 1, 2008 the
Company completed the acquisition of an additional 35% interest in
Hebei Aoxing from its Chairman and Chief Executive Officer,
Mr. Zhenjiang Yue.


APOLLO MEDICAL: Inks Settlement Pact with Aligned Affiliates
------------------------------------------------------------
Apollo Medical Holdings, Inc., entered into a Settlement Agreement
and Mutual Release with Aligned Healthcare, Inc., Aligned
Healthcare Group, LLC, Aligned Healthcare Group - California,
Inc., Jamie McReynolds, M.D., BJ Reese, BJ Reese & Associates,
LLC, Marcelle Khalil and Hany Khalil.

Effective Oct. 11, 2012, the Settlement Agreement terminates (a)
the Company's obligations with respect to the Aligned Affiliates
under that certain Stock Purchase Agreement, dated as of Feb. 15,
2011, as amended, and (b) AHI's obligations to Aligned LLC and
Aligned Corp. under that certain Services Agreement, dated as of
July 8, 2011, among AHI, Aligned LLC and Aligned Corp.

Under the Settlement Agreement, the Company has reconveyed to
Jamie McReynolds, M.D., BJ Reese & Associates, LLC, and Aligned
Corp. all of the shares of AHI common stock that the Company
acquired from those parties under the Purchase Agreement.  In
addition, Jamie McReynolds, M.D., BJ Reese & Associates, LLC, and
Aligned Corp. have reconveyed to the Company 500,000 shares of the
Company's common stock, constituting all of the shares that were
issued to them under the Purchase Agreement.  Following these
reconveyances, the Company owns 50% of the outstanding shares of
AHI's capital stock.  The conveyances under the Settlement
Agreement were in each case made for no additional consideration.

The Settlement Agreement was entered into by the parties to settle
and resolve any claims, differences or disagreements that may
exist between the Company and the Aligned Affiliates, and the
Settlement Agreement provides for a mutual general release of all
claims between the Company and the Aligned Affiliates.

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

The Company reported a net loss of $720,346 for the year ended
Jan. 31, 2012, compared with a net loss of $156,331 during the
prior year.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Jan. 31, 2012, citing accumulated
deficit of $2,117,708 as of Jan. 31, 2012, negative working
capital of $266,044 and cash flows used in operating activities of
$385,455, which raised substantial doubt about the Company's
ability to continue as a going concern. .

The Company's balance sheet at July 31, 2012, showed $1.46 million
in total assets, $5.07 million in total liabilities, and a
$3.61 million total stockholders' deficit.


ATP OIL: Unit's District Court Proceedings Stayed Until Dec. 19
---------------------------------------------------------------
A hearing was held on Oct. 11, 2012, before the District Court of
Tel Aviv-Jaffa regarding ATP East Med Number 1 B.V., an indirect
wholly owned subsidiary of ATP Oil & Gas Corporation.  The hearing
concerned an application for a Stay of Proceedings that was filed
by two of ATP East Med 1's creditors, Franks International Inc.
and Franks Tubulars International Ltd.

The District Court has issued a Stay of Proceeding order which
will be in effect until Dec. 19, 2012.

ATP East Med 1's request to be a joint administrator during the
Stay of Proceedings Period, through the appointment of an
accountant on its behalf, together with an attorney on behalf of
International and Mediterranean Oilfield Services Limited, ATP
East Med 1's largest creditor, was denied in favor of the
appointment of Franks' attorney, as a joint administrator with
IMOS' attorney.

ATP East Med 1 no longer has any authority to operate
independently.  Accordingly, during the Stay of Proceedings
Period, the Administrators will serve as ATP East Med 1's
managers, in place of its current management, and will be the sole
authority in all of ATP East Med 1's affairs, including the
transaction for the sale of ATP East Med 1's working interests in
properties located in the Mediterranean Sea.  The Administrators
have indicated that they will act with the assistance of ATP East
Med 1's management.

ATP East Med 1's bank accounts will be transferred to a new bank
account that will be controlled by the Administrators.

All attachment orders, which were previously issued by the Israeli
courts on ATP East Med 1's assets in Israel, will be annulled.

The Administrators will formulate a recovery plan and a creditors'
composition for ATP East Med 1, which will be subject to the
approval of ATP East Med 1's creditors and the District Court.

As previously disclosed, ATP East Med 1 and Moncrief Oil
International Inc. entered into an agreement pursuant to which ATP
East Med 1 granted to Moncrief, or an affiliate of Moncrief, an
option to purchase all of the Working Interests with the approval
of the Bankruptcy Court.  The Company expects that the
Administrators will, in furtherance of their authority in all of
ATP East Med 1's affairs, consider the previously announced
agreement with Moncrief. However, the Administrators may also
consider other potential transactions with respect to the Working
Interests.  As the Company owns 5% working interests in each of
the fields in which ATP East Med 1 owns its 35% Working Interests,
the Company anticipates coordinating with the Administrators
through its bankruptcy proceedings to either jointly complete a
transaction with Moncrief or, if necessary, an alternative
transaction that maximizes the recovery for those assets for the
benefit of both entities.

                           About ATP Oil

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

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

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

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


BACK YARD BURGERS: Has Plan Deal With Harbert
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Back Yard Burgers Inc. filed a Chapter 11 petition to
effect a previously negotiated restructuring with Harbert
Mezzanine Partners II LP, the holder of an $8.9 million mezzanine
loan.

According to the report, the Nashville-based company blamed the
recession and above market leases for financial problems resulting
in a $2.4 million loss before interest, taxes, depreciation and
amortization over the first eight months of 2012.  Revenue from
restaurant operations for the period was $18.4 million.

The report relates that the company owns 25 locations.  The
remainder is franchised.  The stores are in the southeastern U.S.;
19 locations were closed before bankruptcy.  In addition to
revenue from the owned stores, the franchise business generated
$1.3 million of revenue this year through August.  The
reorganization is to be financed with a $2.9 million loan.

The Bloomberg report discloses that details about the agreement
with Harbert weren't disclosed in court filings by early this
morning.  The business is controlled by private-equity investor
Pharos Capital Partners II LP, which invested $14 million to
sustain the money-losing operations, according to a court filing.

                     About Backy Yard Burgers

Back Yard Burgers has a chain of 90 quick-service restaurants in
16 states.  The company operates and franchises quick-service
restaurants in Memphis, Little Rock, Nashville and other markets.
The company features gourmet hamburgers and chicken sandwiches,
name-brand condiments and beverages as well as hand-dipped
milkshakes, fresh-squeezed lemonade and fresh-baked cobblers.

Back Yard Burgers Inc. and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-12882) on Oct. 17,
2012.  Attorneys at Greenberg Traurig serve as bankruptcy counsel.
Saul Ewing LLP is the conflicts counsel.  GA Keen Realty Advisors
is the real estate advisor.  Rust Consulting/Omni Bankruptcy is
the claims and notice agent.  Back Yard Burgers estimated up to
$10 million in assets and at least $10 million in liabilities.


BEALL CORPORATION: U.S. Trustee Forms 6-Member Creditors Committee
------------------------------------------------------------------
Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors in
the Chapter 11 case of Beall Corporation.

The Creditors Committee members are:

      1. Pacific Metal Company
         c/o Lourdes A. Rice
         10700 SW Manhasset Drive
         Tualatin, OR 97062
         Chair
         Tel: (503) 454-1051
         Fax: (503) 454-1065
         E-mail: lrice@pacificmetal.com

      2. Joseph T. Ryerson & Son Co.
         c/o Jim Fischer
         455 85th Ave NW
         Coon Rapids, MN 55433
         Tel: (763) 717-7151
         Fax: (763) 717-7111
         E-mail: jim.fischer@ryerson.com

      3. HW Metal Products, Inc.
         c/o Jack Suter
         19480 SW 118th Ave
         Tualatin, OR 97062
         Tel: (503) 692-1690
         Fax: (503) 692-5716
         E-mail: jacksuter@hwmetals.com

      4. Pro Tech Industries Inc.
         c/o Jolene Stephens
         14113 NE 3rd Ct.
         Vancouver, WA 98685
         Tel: (360) 573-6641
         Fax: (360) 573-3117
         E-mail: jolenes@protech.net

      5. AXN Heavy Duty, LLC
         c/o Joel Morris
         5534 National Turnpike
         Louisville, KY 40214
         Tel: (502) 361-2273
         Fax: (502) 361-2313
         E-mail: jmorris@axnheavyduty.com

      6. AMSCO Windows
         c/o Steve Naylor
         1880 S 1045 W
         Salt Lake City, UT 84104
         Tel: (801) 978-5038
         Fax: (801) 978-5054
         E-mail: stevenaylor@amscowindows.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.


BEALL CORPORATION: Committee Hires Ball Janik as Counsel
--------------------------------------------------------
The Official Creditors Committee of Beall Corporation asks the
U.S. Bankruptcy Court for permission to employ Ball Janik LLP as
bankruptcy counsel.

The firm's rates are:

  Attorney Name              Status           Hourly Rate
  -------------              ------           -----------
  Brad T. Summers            Partner              $450
  Gabriel M. Weaver          Law Clerk            $295
  Thorkild G. Tingey         Associate            $225
  Carole E. Brock            Paralegal            $195

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

The Committee's counsel can be reached at:

         Brad T. Summers, Esq,
         BALL JANIK LLP
         101 SW Main Street, Suite 1100
         Portland, OR 97204
         Tel: (503) 228-2525
         Fax: (503) 295-1058
         E-mail: tsummers@balljanik.com

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.


BEST UNION: SPCP Agrees to Use of Cash Collateral Thru Dec. 31
--------------------------------------------------------------
The Bankruptcy Court has approved a stipulation between The Best
Union LLC and SPCP Group V LLC, as secured creditor, on the use of
cash collateral through Dec. 31, 2012, pursuant to the terms of a
budget.

The Secured Creditor holds a Promissory Note secured by a Deed of
Trust evidencing a $2.4 million loan.  The Loan is secured by the
Debtor's property located at located at 3656 W. Shaw Avenue,
Fresno, Calif.

Under the stipulation, the Debtor will be entitled to use the Cash
Collateral and pay certain of the Debtor's actual and necessary
operating expenses incurred after the Petition Date.

SPCP Group asserts that it holds a valid, duly perfected,
enforceable and non-avoidable senior security interest in the Cash
Collateral.  As further partial adequate protection for the
continued use by the Debtor of the Cash Collateral, the Secured
Creditor will be granted a valid, duly perfected, enforceable and
non-avoidable replacement lien and security interest of the same
priority in all post-petition Cash Collateral and other personal
property of the Debtor to the extent the property is covered by
the Loan Documents.

A copy of the cash collateral order is available for free at:

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

                       About The Best Union

West Covina, California-based, The Best Union LLC, owns properties
in West Covina and Fresno, California.  Bank of China and SPCP
Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates represents the Debtor in its
restructuring effort.  The Debtor has scheduled assets of
$11,431,364, and scheduled liabilities of $9,195,179.  The
petition was signed by James Lee, manager.


BEST UNION: Creditors Have Until Nov. 30 to File Claims
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
established Nov. 30, 2012, as the last day for any individual or
entity to file proofs of claim against The Best Union LLC.

West Covina, California-based, The Best Union LLC, owns properties
in West Covina and Fresno, California.  Bank of China and SPCP
Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates, represents the Debtor in its
restructuring effort.  The Debtor scheduled assets of $11,431,364,
and liabilities of $9,195,179.  The petition was signed by James
Lee, manager.


BONDS.COM GROUP: Terminates COO, Names Marc Daher to Board
----------------------------------------------------------
David Weisberger and Bonds.com Group, Inc., agreed that
Mr. Weisberger would cease serving as the Company's Chief
Operating Officer.  In connection with Mr. Weisberger's separation
from employment, the Company and Mr. Weisberger have entered into
a Separation Agreement on Oct. 15, 2012.

The Company and Mr. Weisberger also entered into a Consulting
Agreement dated effective as of Aug. 1, 2012, which provides that
Mr. Weisberger will provide certain consulting services for the
Company through July 31, 2013.  The terms of the Consulting
Agreement include, among other things, that Mr. Weisberger will be
subject to additional restrictive covenants that will continue
after the expiration of the consulting term.  In consideration for
Mr. Weisberger's consulting services and other obligations, the
Company and Mr. Weisberger agreed on Oct. 15, 2012, to amend the
terms of options granted to Mr. Weisberger by the Company on
Feb. 2, 2011.

The Company has not appointed a new Chief Operating Officer.

The Board of Directors of the Company elected Marc Daher to the
Board to fill the vacancy created by the resignation of Marwan
Khoueiri.  Mr. Daher was designated by Daher Bonds Investment
Company and Mida Holdings and elected to the Board pursuant to the
Company's Series E Stockholders' Agreement, dated as of Dec. 5,
2011, as amended by the Amendment No. 1 to Series E Stockholders'
Agreement dated as of May 15, 2012.

The Company entered into Indemnification Agreements with each of
Marc Daher and Edwin L. Knetzger, III.  The Indemnification
Agreements expand upon and clarify certain procedural and other
matters with respect to the rights to indemnification and
advancement of expenses provided to directors of the Company
pursuant to applicable Delaware law and the Company's bylaws.  The
Indemnification Agreements are consistent with similar agreements
entered into with other directors of the Company.

                      Common Stock Repurchase

On Oct. 10, 2012, the Company and Burton W. Wiand, as receiver
appointed by the United States District Court for the Middle
District of Florida, Tampa Division in the action styled
Securities and Exchange Commission v. Arthur Nadel, et. al., Case
No. 8:09-cv-87-T-26TBM, closed on the Company's repurchase of
7,582,850 shares of Common Stock held by the Receiver pursuant to
the terms of the Letter Agreement dated as of Jan. 31, 2012,
between the Company, Bonds.com Holdings, Inc., and the Receiver.
The Stock Repurchase represented the final outstanding transaction
to be closed by the Company, Holdings and the Receiver under the
Letter Agreement.

                       Stock Options Grants

The Board awarded stock options to two employees of the Company
pursuant to the Company's 2011 Equity Plan.  The options provide
the employees with the right to purchase up to 2,000,000 and
1,000,000 shares of the Company's Common Stock at an exercise
price of $0.07 per share.  Each of these options vest in equal
quarterly installments over a four-year period from the date of
grant.  These options expire on the seventh anniversary of the
date of grant.

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

                       http://is.gd/Mmg0GO

                      About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

The Company reported a net loss of $14.45 million in 2011,
compared with a net loss of $12.51 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$10.87 million in total assets, $14.25 million in total
liabilities, and a $3.38 million total stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011, citing recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.


BR MALLS: Fitch Assigns BB Rating to New USD175MM Perpetual Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to BR Malls International
Finance Limited's (Finco) proposed perpetual notes of up to USD175
million.  The notes will be unconditionally and irrevocably,
jointly and severally, guaranteed by BRMALLS Participacoes S.A.
(BRMALLS) and its subsidiaries: ECISA Engenharia, Comercio e
Industria Ltda., ECISA Participacoes Ltda., and Proffito Holding
Participacoes S.A.  Proceeds will be used to refinance existing
debt as part of the company's liability management program.
Fitch currently rates BR MALLS and its fully owned subsidiary,
Finco, as follows:

BR MALLS Participacoes S.A. (BRMALLS):

  -- Foreign currency Issuer Default Rating (IDR), 'BB';
  -- Local currency IDR, 'BB';
  -- Long-term national scale rating, 'AA-(bra)';
  -- BRL320 million local debentures, first and second tranches
     due in 2014 and 2016, respectively, 'AA-(bra)'.

BR Malls International Finance Limited (Finco):

  -- Foreign currency IDR at 'BB';
  -- USD175 million perpetual notes, 'BB'.
  -- USD230 million perpetual notes, 'BB'.

The Rating Outlook is Stable.

BRMALLS' ratings reflect its dominant business position as the
largest shopping center operator in Brazil.  The company's
portfolio consists of 48 shopping centers as of June 30, 2012,
generating stable and predictable cash flows from a diversified
geographical property revenue base.  The company has low working
capital requirements and renters are responsible for most
maintenance expenses.  The ratings also factor in BRMALLS' organic
and inorganic growth strategy, and the potential delayed effects
of integrating acquired assets and/or leasing new developments.
These factors are partially offset by the company's adequate cash
position, large pool of unencumbered assets, and successful track
record in selecting and assimilating acquisitions while
maintaining a stable credit profile.

The Stable Outlook reflects the expectation that BRMALLS will
continue to deliver positive operating results based on its strong
market position, the quality of its assets, and its proven ability
to implement its growth strategy while increasing cash flow
generation.  These expectations are contingent on the company
maintaining good liquidity and an adequate capital structure while
it pursues its growth objectives.

Business Model Conducive To Stable and Growing Cash Flow
Generation:

BRMALLS' revenues are stable as a result of its lease portfolio
that provides it with a base of fixed-rent income with staggered
lease expirations.  The company's growth trajectory can be seen in
its revenues for 2010, 2011, and the latest 12 months (LTM) to
June 30, 2012 with BRL546 million, BRL862 million, and BRL992
million achieved, respectively.  BRMALLS' EBITDA for the LTM
period ended June 30, 2012 was BRL791 million, which compares
positively with its EBITDA levels of BRL431 million and BRL319
million in 2010 and 2009, respectively.  The company's EBITDA
margins have remained stable at around 80% during the 2010-2012
period. BRMALLS' EBITDA for 2012 is expected to be around BRL900
million.

Debt Refinancing Incorporated In Ratings; Incremental Debt
Increase Not Expected:

BRMALLS is currently implementing a debt refinancing plan to
reduce its financial costs and improve its debt repayment profile.
This plan includes the announced re-tap of the USD230 million
perpetual bonds issued in January 2011.  The total add-in will be
up to USD175 million and the transaction proceeds will be used to
call the company's other perpetual bonds issued in November 2007
(USD175 million).  The company is also planning the issuance of a
local currency structured finance transaction of up to BRL500
million to refinance current debt and improve its debt repayment
schedule.  The placements of both transactions are expected to be
completed during October 2012.

Gross leverage is expected to remain stable. The company's gross
leverage measured as the total debt to EBITDA ratio -- including
liabilities related to shopping mall acquisitions -- was 5.3 times
(x) at the end of June 2012.  The ratings incorporate the view
that BRMALLS' gross leverage would remain in the 5x to 6x range in
the medium term.  By the end of June 2012, the company's total
debt was BRL4.2 billion.  The main components of the company's
total debt were bank loans (30%), perpetual bonds denominated in
U.S. dollars (20%), Real Estate Credit Certificates (19%); local
debentures maturing in 2014 and 2016 (10%), and liabilities
related to shopping mall acquisitions for BRL476 million (11%).

Liquidity Has Declined But Remains Manageable:

The company's cash position has declined to BRL436 million during
the LTM to June 30, 2012 from BRL1.3 billion in June 2011.  This
decrease was driven primarily by the company's development and
acquisition capex totaling approximately BRL2 billion.  Including
liabilities related to shopping mall acquisitions, BRMALLS faces
debt amortizations of approximately BRL539 million during the next
12 month period ending June 30, 2013. These payments are expected
to be paid with a combination of cash on balance sheet, internal
cash flow generation and debt refinancing.

By the end of June 2012, the company exhibited a total gross
leaseable areas (GLA) and owned GLA of 1,513,000 square meters and
856 thousand, respectively, with a property value of approximately
BRL13 billion.  BRMALLS also maintains good levels of unencumbered
assets; approximately 40% of the company's owned GLA are available
and free of any lien that the company could use in the future to
access liquidity.

The ratings factor-in the expectation that BRMALLS will maintain
adequate gross leverage of around 5.5x debt/EBITDA over the next
two years and sufficient liquidity while implementing its growth
program.  An upgrade or Positive Outlook could occur as a result
of a high cash position relative to the company's short-term debt,
and an improvement in the company's interest coverage and debt
service coverage ratios.  Conversely, a combination of the
following factors could lead to a negative rating action:
aggressive capex and adverse macroeconomic trends leading to
weaker credit metrics and significant distributed dividends and
increasing vacancy rates financed by debt.


BUILDERS FIRSTSOURCE: Incurs $13.5-Mil. Third Quarter Net Loss
--------------------------------------------------------------
Builders FirstSource, Inc., reported a net loss of $13.56 million
on $291.78 million of sales for the three months ended Sept. 30,
2012, compared with a net loss of $11.56 million on $217.19
million of sales for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $44.81 million on $783.08 million of sales, compared
with a net loss of $48.29 million on $586.41 million of sales for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$498.77 million in total assets, $439.91 million in total
liabilities and $58.86 million in total stockholders' equity.

"Sales for the third quarter of 2012 were $291.8 million, an
increase of 34.3 percent when compared to the third quarter of
2011.  Our topline growth continues to exceed the increase in
residential construction activity, as actual single-family housing
starts in the South Region increased 27.7 percent over the same
time period and single-family units under construction increased
only 12.4 percent," said Builders FirstSource Chief Executive
Officer Floyd Sherman.  "For the second consecutive quarter, we
reported positive Adjusted EBITDA, finishing with $3.0 million for
the current quarter as compared to an Adjusted EBITDA loss of $0.7
million in the third quarter of 2011, and on a year-to-date basis,
our Adjusted EBITDA has improved from a loss of $11.7 million in
2011 to positive $3.0 million in 2012."

Mr. Sherman added, "We are seeing stronger sales trends as the
housing market continues to recover, and our recent market share
gains have also certainly contributed to our improving sales.  Our
sales growth and increased operating efficiencies drove the
improvement in our financial results for the quarter."

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

                        http://is.gd/eD8ztf

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders Firstsource reported a net loss of $64.99 million in
2011, a net loss of $95.51 million in 2010, and a net loss of
$61.85 million in 2009.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services revised its
outlook on Builders FirstSource Inc. to positive from negative.
S&P also affirmed its 'CCC' corporate credit rating on the
company.

"The outlook revision reflects our assessment that Builders
FirstSource's operating conditions are improving such that we now
expect the building products manufacturer and distributor to post
positive annual EBITDA for the first time since 2007, albeit at
very low levels," said Standard & Poor's credit analyst James
Fielding. "In our view, improved profitability will better
position the company to refinance some of its expensive floating
rate debt and possibly close its interest coverage shortfall over
the next 12 months."


CALIFORNIA: Working on Early Warning System for Muni Bankruptcy
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that California is working on an early warning system
intended to identify localities with financial problems and
thereby avert more municipal bankruptcy filings, state Treasurer
Bill Lockyer said.  Stockton, California, filed for Chapter 9
municipal bankruptcy in June, followed over the next six weeks by
San Bernardino and Mammoth Lakes.


DEWEY & LEBOEUF: Insurance Can Pay Up to $6.75 Million for Defense
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dewey & LeBoeuf LLP agreed that as much as
$6.75 million from a $25 million insurance policy can be used to
pay defense costs for firm managers defending lawsuits.

According to the report, XL Specialty Insurance Co. filed papers
in August for authority to pay defense costs incurred by those
covered by the policy.  Dewey initially opposed and later
negotiated a so-called soft cap where $6.75 million can be paid.

The report relates that the agreement, approved yesterday by the
bankruptcy court in New York, allows XL to ask for increases in
the cap.  Payments for defense costs reduced the $25 million
policy limit.  Dewey has two official committees, one for
unsecured creditors and the other for former partners.  The firm
once had 1,300 lawyers before liquidation began under Chapter 11
in May.

The Bloomberg report discloses that there was secured debt of
about $225 million and accounts receivable of $217.4 million at
the outset of bankruptcy, the firm said.  The petition listed
assets of $193 million and liabilities of $245.4 million as of
April 30.

                       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.


CAPITOL CITY: Amends First Quarter Form 10-Q
--------------------------------------------
Capitol City Bancshares, Inc., filed an amendment to its Form 10-Q
which amends and restates the Company's quarterly report for the
period ended March 31, 2012, that was originally filed with the
Securities and Exchange Commission on May 16, 2012.

The amendment was filed to reflect revisions to Note 9 of the
condensed consolidated financial statements to include additional
information relating to the fair value of assets and liabilities
and the valuation techniques for fair value measurements.  In
addition, Note 14 of the condensed consolidated financial
statements has been added to include additional detail regarding
the Company's amended financial statements filed on Aug. 10, 2012.

During the second quarter of 2012, the Company made certain
adjustments to its books based upon the final results of a
regulatory examination that concluded during this time.  After a
review of its loan portfolio, it was determined that an additional
allowance for loan loss should be established of $550,000 and
certain partial charge-offs of $784,367 should be made of several
residential and commercial real estate nonaccrual loans.  Each
loan with a corresponding charge-off was considered impaired at
March 31, 2012, and all amounts charged-off were included in the
specific reserves as of March 31, 2012.  The regulatory
examination also required that a portion of one of the Company's
investments be considered other than temporary impairment and a
corresponding charge of $262,437 is reflected in the Company's
amended financial statements for the first quarter of 2012.  A
third adjustment was required by the examiners to increase the
valuation reserve for foreclosed real estate.  These adjustments
were based on the regulatory examiners' judgments about
information that was available to them at the time of their
examination.  The adjustments pursuant to the regulatory
examination were required to be effective as of March 31, 2012.

The Company's restated statements of operations reflect a net loss
of $762,657 on $3.56 million of total interest income for the
three months ended March 31, 2012, compared with net income of
$148,280 on $3.56 million of total interest income as originally
reported.

The Company's amended balance sheet at March 31, 2012, showed
$298.37 million in total assets, $290.19 million in total
liabilities and $8.17 million in total stockholders' equity.
The Company previously reported $299.28 million in total assets,
$290.19 million in total liabilities and $9.08 million in total
stockholders' equity.

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

                         http://is.gd/pUyWqe

                         About Capitol City

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.

As reported in the TCR on April 17, 2012, Nichols, Cauley and
Associates, LLC, in Atlanta, Georgia, expressed substantial doubt
about Capital City Bancshares' ability to continue as a going
concern, following the Company's results for the year ended
Dec. 31, 2011.  The independent auditors noted that the Company is
operating under regulatory orders to, among other items, increase
capital and maintain certain levels of minimum capital.  "As of
Dec. 31, 2011, the Company was not in compliance with these
capital requirements.  In addition to its deteriorating capital
position, the Company has suffered significant losses related to
nonperforming assets, has experienced declining levels of liquid
assets, and has significant maturities of liabilities within the
next twelve months."

The Company's balance sheet at June 30, 2012, showed
$296.6 million in total assets, $287.4 million in total
liabilities, and stockholders' equity of $9.2 million.

                      Required Capital Levels

In January 2010, the Bank received a consent order from the
Federal Deposit Insurance Corporation and the Georgia Department
of Banking and Finance.  The Order is a formal corrective action
pursuant to which the Bank has agreed to address specific issues,
through the adoption and implementation of procedures, plan and
policies designed to enhance the safety and soundness of the Bank.

According to the regulatory filing, the Bank has not achieved the
required capital levels mandated by the Order.

"The continuing level of problem loans as of the quarter ended
June 30, 2012, and capital levels continuing to be in the "under
capitalized" category of the regulatory framework for prompt
corrective action as of June 30, 2012, continue to create
substantial doubt about the Company's ability to continue as a
going concern.  There can be no assurance that any capital raising
activities or other measures will allow the Bank to meet the
capital levels required in the Order.  Non-compliance with the
capital requirements of the Order and other provisions of the
Order may cause the Bank to be subject to further enforcement
actions by the FDIC or the Department."


CAVE LAKES: Wants Chapter 11 Case Dismissed
-------------------------------------------
Cave Lakes Canyon LLC has asked the U.S. Bankruptcy Court for an
order dismissing its chapter 11 case.  Cave Lakes said it no
longer has any assets.  The Debtor recounted that Holt Family
Holdings won relief from the automatic stay with respect to the
Debtor's real property, and there is no chance of reorganization
without the property.  Holt Family Holdings was owed $3.41 million
under a promissory note.

The Debtor owns a project "Cave Lakes Canyon" (the property) and
ordered an appraisal.  Unfortunately, the Debtor only had received
a "Verbal Appraisal Report," which gave the property an "as-is"
value of $17,300,000.

Cake Lakes borrowed $3,500,000 from Holt Family Holding pursuant
to the terms of a Promissory Note, which was secured by a Deed of
Trust, granting Holt a lien and security interest in the Property
and water rights as described therein.

Payments under the Promissory Note were for interest only, with a
balloon payment due on or before Sept. 10, 2011.

On March 28, 2011, Cake Lakes paid $625,000, the approximate
amount of interest due, plus partial pay down on the principal
Note, so the balance due and owing as of May 1, 2012 was
$3,411,631.

Unfortunately, a partner the Debtor bought in was unable to
fulfill its promises and obligation, causing the Debtor to fall
behind once again and necessitated its filing of the bankruptcy.

Cave Lakes and Holt restructured the Promissory Note by extending
it for one year to Sept. 10, 2012, and by further providing for
interest-only-payments.

Cake Lakes and Holt also entered into and recorded an Amendment to
Trust Deed with Assignment of Rents reflecting the changes in the
Restructured Promissory Note.

A Notice of Default and Election to Sell was recorded against Cave
Lakes by Holt on Sept. 13, 2011.

Holt filed its motion for relief from the stay on April 23, 2012.
The request was granted at a hearing on July 6.  An order was
entered on July 12.

Cave Lakes Canyon LLC filed for Chapter 11 bankruptcy (Bankr. D.
Nev. Case No. 12-10008) on Jan. 3, 2012, disclosing $18,010,913 in
assets and $3,984,861 liabilities.  Judge Bruce A. Markell
presides over the case.


CHINA PRECISION: Moore Stephens Raises Going Concern Doubt
----------------------------------------------------------
China Precision Steel, Inc., filed on Oct. 15, 2012, its annual
report on Form 10-K for the fiscal year ended June 30, 2012.

Moore Stephens CPAs, in Hong Kong, expressed substantial doubt
about China Precision's ability to continue as a going concern.
The independent auditors noted that the Company has suffered a
very significant loss in the year ended June 30, 2012, and
defaulted on interest and principal repayments of bank borrowings.

"In June and July 2012, we defaulted on the repayment obligations
of our short-term and long-term bank loans totaling $43,446,477.
We are currently in discussions with our banks regarding the
restructuring of these loans for repayment but have not yet agreed
on specific terms."

The Company reported a net loss of $16.9 million on $143.0 million
of revenues in fiscal 2012, compared with net income of $256,950
on $151.1 million of revenues is fiscal 2011.  "Income from
operations decreased by $17,357,993, or 507.8%, year-on-year, to a
loss of $13,939,603 for the year ended June 30, 2012, from
$3,418,390 for the year ended June 30, 2011."

Gross profit in absolute terms decreased by $11.8 million, or
197.3%, year-on-year, to a loss of $5.8 million for the year ended
June 30, 2012, from profit of $6.0 million for the year ended
June 30, 2011.  Administrative expenses increased by $645,360, or
31.6%, year-on-year, to $2.7 million for the year ended June 30,
2012, compared to $2.0 million for the year ended June 30, 2011.
Allowance for bad and doubtful debts increased by $5.0 million
year-on-year.

The Company's balance sheet at June 30, 2012, showed
$185.5 million in total assets, $66.7 million in total current
liabilities, and stockholders' equity of $118.9 million.

A copy of the Form 10-K is available at http://is.gd/5Zerac

Sheungwan, Hong Kong-based China Precision Steel, Inc., is
principally engaged in the manufacture and sale of high precision
cold-rolled steel products, in the provision of heat treatment and
in the cutting and slitting of medium and high-carbon hot-rolled
steel strips.


CIRCLE ENTERTAINMENT: Borrows $75,000 from Directors, Officers
--------------------------------------------------------------
Certain of the directors, executive officers and greater than 10%
stockholders of Circle Entertainment Inc. made unsecured demand
loans to the Company totaling $75,000, bearing interest at the
rate of 6% per annum.

The Company intends to use the proceeds from the Loans to fund
working capital requirements and for general corporate purposes.
Because certain of the directors, executive officers and greater
than 10% stockholders of the Company made the Loans, a majority of
the Company's independent directors approved the transaction.

                     About Circle Entertainment

New York City-based Circle Entertainment Inc. has been pursuing
the development and commercialization of its new location-based
entertainment line of business since Sept. 10, 2010, which has and
will continue to require significant capital and financing.  The
Company does not currently generate any revenues from this new
line of business.  The Company has no long-term financing in place
or commitments for such financing to develop and commercialize its
new location-based entertainment line of business.

As reported in the TCR on March 30, 2012, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Circle Entertainment'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 limited available cash, has a working capital deficiency and
will need to secure new financing or additional capital in order
to pay its obligations.

The Company's balance sheet at June 30, 2012, showed $7 million in
total assets, $16.50 million in total liabilities, and a
$9.50 million total stockholders' deficit.


CIRCUS AND ELDORADO: Has Accord With Creditors on $142.8MM Debt
---------------------------------------------------------------
Bill O'Driscoll at RGJ.com reports that the owner of Silver Legacy
Resort Casino reached an agreement to settle its $142.8 million
debt with creditors and emerge from five months in bankruptcy
protection.

According to the report, details of the plan, which will go before
the U.S. Bankruptcy Court in Reno, Nevada, for approval, were
limited.

The report, citing a news release, says officials said it calls
for a new $70 million loan that with cash and new second lien
notes has the "overwhelming support" of the hotel-casino's
creditors.

The report relates, in addition, the agreement keeps the current
ownership and management structure in place, led by Gary Carano,
CEO of Circus and Eldorado Joint Venture which has operated the
35-story, 1,700-room complex since it opened in 1995 at a cost of
$350 million.

"We are excited that all the litigation in our case has settled
. . . we are looking forward to Silver Legacy's future as a
financially stronger company," the report quotes Mr. Carano said
in the news release announcing the agreement.

The report relates the resort has operated under court protection
since Circus and Eldorado Joint Venture filed for Chapter 11
bankruptcy on May 17, more than three months after announcing it
could not pay the $142.8 million debt by the March 1 due date.
The debt is part of a $160 million loan originally issued in 2002
at an interest rate of 10.125%, and progress in negotiations
prompted three deadline extensions before bankruptcy was filed,
the report adds.

According to the report, longtime Reno gaming expert Bill
Eadington said that, assuming the agreement is cleared by the
bankruptcy court next week, the settlement assures the standout
structure on downtown Reno's skyline will remain a cog in the
region's economy.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.
The casino and entertainment areas at Silver Legacy are connected
by skyway corridors to the neighboring Eldorado Hotel & Casino and
the Circus Circus Hotel and Casino, each of which are owned by
affiliates of the Debtors.  Together, the three properties
comprise the heart of the Reno market's prime gaming area and room
base.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at
http://is.gd/diDPh3. The RSA contemplates a proposed plan will be
filed no later than June 1, 2012.   The plan will contain creditor
treatments that have already been negotiated with and agreed to by
creditor constituents.  The Debtors will seek approval of the
explanatory disclosure statement within 45 days after the Petition
Date and obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture disclosed $264,649,800 in assets
and $158,753,490 in liabilities as of the Chapter 11 filing.
The petitions were signed by Stephanie D. Lepori, chief financial
officer.

The Plan dated June 1, 2012, pays much of its debt in cash and the
balance with new secured liens.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.  Stutman, Treister &
Glatt Professional Corporation represents the Committee.


COLLEGE BOOK: Owners Agree to Bankruptcy, Chapter 11 Trustee
------------------------------------------------------------
Hawkins Teague at Murray Ledger & Times reports that the owners of
College Book Rental Company have consented to the Chapter 11 case
and the appointment of a Chapter 11 trustee to run CBR, according
to CBR's lawyer, Bill Norton of the Nashville law firm Bradley
Arant Boult Cumming LLP.

The report says the Court approved the agreement last week and
appointed Robert H. Waldschmidt as a "panel trustee" for the
company.

The report relates Mr. Norton said he has two weeks to put
together a schedule of assets and liabilities for the company.  He
said significant claims had been asserted by multiple parties,
including two publishing companies, so the amounts owed will have
to be determined.

CBR is co-owned by Chuck Jones of Murray and David Griffin of
Nashville, Tenn.  Mr. Griffin sued Mr. Jones in February over CBR
and several other companies in which he had invested, but that
case was settled in September.  According to the report, as part
of the agreement for the settlement, a consultant was brought in
to run CBR and several other companies.

The report relates CBR then sued Mr. Jones and several other
parties last month, but that case was dismissed earlier last week.
As part of that dismissal, the consultant will no longer be
running CBR or the other companies.  However, an intervening
complaint was filed in the case by Security Bank & Trust Company
of Paris, Tenn. and still stands.

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.


COMMUNITY MEMORIAL: WIPFLI LLP OK'd for Tax Return Preparation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Community Memorial Hospital to employ WIPFLI LLP to
provide tax return and cost report preparation services.

WIPFLI LLP is expected to prepare the tax returns and Medicare and
Michigan Medicaid cost reports for the Debtor.  Specifically,
WIPFLI will:

   a. interact with the Debtor's staff to obtain the necessary
      financial, hospital cost and revenue data;

   b. assist the Debtor in preparing the cost reports;

   c. prepare Cost Reports for the year ended March 31, 2012; and

   d. prepare the Tax Returns for the year ended March 31, 2012.

The Debtor will pay WIPFLI a fixed fee of $16,000 for the
preparations of the cost reports.  In the event that circumstances
are encountered during the preparation of the cost reports that
warrant additional procedures or expenses, WIPFLI will immediately
notify the Court and the Debtor.  Further, WIPFLI will charge the
Debtor a fixed fee of $5,000 for the preparation of the tax
returns plus clerical processing and direct expenses associated
therewith.

The combined fee of $21,000 associated with the preparation
services was agreed to by Citizens National Bank of Cheboygan, the
United States Department of Agriculture, the United States Trustee
and the Official Committee of Unsecured Creditors and approved by
this Court as part of the Debtor's wind down budget.

Prior to the Petition Date, WIPFLI was employed as an ordinary
course professional assisting the Debtor in various accounting and
consulting matters relating to the preparation of cost reports and
tax returns.  According to WIPFLI's books and records, in the two
years preceding the Petition Date, WIPFLI received $82,413 from
the Debtor for services rendered and expenses incurred.  As of the
date of this application, the Debtor has no outstanding balance
owed to Wipfli for services rendered prepetition.

To the best of the Debtor's knowledge, WIPFLI does not hold any
interest materially adverse to the Debtor or the estate.

                 About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor disclosed $23,085,273 in
assets and $26,329,103 in liabilities.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.  Official
Committee Of Unsecured Creditor to retain Varnum LLP as
its counsel.

The Committee requested for the appointment of a Chapter 11
trustee because McLaren decided not to close its purchase of
substantially all of the Debtor's assets as authorized by the sale
order.


CORPORATE EXECUTIVE: S&P Assigns 'BB-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Arlington, Va.-based
The Corporate Executive Board Co. (CEB) its 'BB-' corporate credit
rating. The rating outlook is stable.

"At the same time, we assigned the company's $625 million senior
secured credit facility our 'BB-' issue-level rating (the same as
the corporate credit rating on the company) with a recovery rating
of '3', indicating our expectation for meaningful (50% to 70%)
recovery for lenders in the event of a payment default. The credit
facility consists of a $275 million term loan A due 2017, a $250
million term loan B due 2019, and a $100 million revolving credit
facility due 2017. CEB used the proceeds and some cash on the
balance sheet to fund its acquisition of SHL Group Ltd.," S&P said

"The 'BB-' rating reflects our expectation that CEB's operating
performance will be solid, that it will generate good
discretionary cash flow, and that it will gradually reduce debt
leverage through a combination of EBITDA growth and debt
repayment," said Standard & Poor's credit analyst Andy Liu.

"We view CEB's business risk profile as 'fair' (according to our
criteria) based on the stable and diverse subscription revenues it
derives from its research and benchmarking studies on operational
improvement topics, high client renewals, and good EBITDA margin.
Clients use these research studies and other CEB tools to diagnose
issues and improve business operations. This can be more cost-
effective than seeking assistance from business consultants. We
view CEB's financial risk as 'aggressive' (according to our
criteria) based on its high pro forma debt leverage, a focus on
returning cash to shareholders, and the potential, in our view,
for ongoing acquisition activity. Pro forma for the acquisition of
SHL, debt leverage was relatively high, at 4x as of June 30, 2012.
We expect CEB to continue increasing its dividend distributions to
shareholders and to maintain an active share repurchase program,"
S&P said.

"CEB provides research studies and analytical tools to corporate
executives. It derives about 90% of its revenue from annual
subscriptions for research products in the areas of human
resources, sales and marketing, finance, technology, and legal.
SHL provides online talent assessments to help employers make
personnel decisions. The acquisition of SHL broadens CEB's
offering in the human resources area and provides opportunities
for cross-selling. Given the level of product specialization, we
believe cross-selling could take longer to achieve. Both companies
benefit from very high renewal rates. CEB's customer retention
rate is very high and client loss at SHL is infrequent.
Additionally, the customer base for the combined company is well-
diversified, with the top 10 customers accounting for less than 3%
of revenue in 2011," S&P said.


DIGITAL DOMAIN: Florida Seeks to Recoup $20MM in Incentives
-----------------------------------------------------------
Jeff Ostrowski at Palm Beach Post reports that, after its largest
cash-for-jobs flop, the Florida Department of Economic Opportunity
is asking state lawmakers for $500,000 to pay attorneys to pursue
incentives paid to Digital Domain Media Group.

According to the report, the agency paid $20 million in cash to
movie effects company Digital Domain in four installments in 2009,
2010 and 2011.  Now that Digital Domain has filed for Chapter 11
bankruptcy protection and fired its nearly 300 Florida workers,
the agency is seeking the money back.

The report relates Carolyn Gosselin, spokeswoman for the
Department of Economic Opportunity, declined to comment on the
state's chances of success.  When Florida attempted to pry
$2 million in incentives from Boca Raton-based DayJet after the
on-demand airline filed for Chapter 7 bankruptcy liquidation, the
state got nothing.

The report notes bankruptcy filings indicated that the state might
have more luck with Digital Domain than with DayJet.  Digital
Domain's creditors are considering lawsuits against John Textor
and other directors and officers of Digital Domain.

The report says, if successful, those suits would tap into so-
called director and officer insurance policies carried by Digital
Domain's officers.  Those policies pay claims should company
directors lose lawsuits involving their stewardship of a company.

The report adds Digital Domain has a deal to sell its studios in
Venice, Calif., and Vancouver for $30 million.  The company's
largest secured lender, Tenor Capital of New York, is owed
$68 million.

The report says the attorneys and reorganization specialists
involved in the case also must be paid.  Bankruptcy attorneys
involved in the case have requested fees as high as $1,000 an
hour, while FTI Consulting of West Palm Beach has been promised a
$1.56 million fee and monthly fees of at least $130,000.
Despite those cash drains on Digital Domain's limited assets,
attorneys for Digital Domain's unsecured creditors still could get
paid.

According to the report, the attorneys said they are investigating
lawsuits against Digital Domain's directors and officers and will
decide by Dec. 15 whether to file litigation.

The report relates John Textor, a Hobe Sound resident and the
former chief executive of Digital Domain Media Group, in 2009
persuaded state lawmakers to give his company $20 million to set
up a digital animation studio in Florida.  Port St. Lucie later
issued $40 million in bonds to build the studio, and West Palm
Beach offered land and other incentives to convince Digital Domain
to open a film school with Florida State University.

The report adds, in all, Digital Domain was promised $135 million
in cash, financing, land and tax credits.

                       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.


EASTMAN KODAK: Judge Denies RIM's Bid to Cut Patent Claims
----------------------------------------------------------
Scott Flaherty at Bankruptcy Law360 reports that U.S. District
Judge Ed Kinkeade on Monday shot down Research In Motion Ltd.'s
attempt to narrow part of a patent dispute with Eastman Kodak Co.

In a one-page order, Judge Kinkeade denied RIM's motion for
partial summary judgment in an action the BlackBerry maker brought
seeking a declaration that it did not infringe a handful of Kodak
patents on camera and digital imaging technology, according to
Bankruptcy Law360.

                        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.


ECO BUILDING: Sam Kam & Company Raises Going Concern Doubt
----------------------------------------------------------
Eco Building Products, Inc., filed on Oct. 15, 2012, its annual
report on Form 10-K for the fiscal year ended June 30, 2012.

Sam Kan & Company, in Alameda, Calif., expressed substantial doubt
about Eco's ability to continue as a going concern.  The
independent auditors noted that the Company has generated minimal
operating revenues, losses from operations, significant cash used
in operating activities and its viability is dependent upon its
ability to obtain future financing and successful operations.

The Company reported a net loss of $11.2 million on $3.7 million
of revenue in fiscal 2012, compared with a net loss of
$6.0 million on $1.3 million of revenue in fiscal 2011.

The Company's balance sheet at June 30, 2012, showed $5.0 million
in total assets, $7.6 million in total liabilities, and a
stockholders' deficit of $2.6 million.

A copy of the Form 10-K is available at http://is.gd/6ZOUq5

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.


ELPIDA MEMORY: Creditors Seek to Unseal Technology Sale Documents
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Japan's Elpida Memory Inc. made its argument for
preventing the Massachusetts Institute of Technology and the
University of Maryland from suing for patent infringement and
seeking what the patent holders call "significant damages."

According to the report, the company's official creditors'
committee filed papers opposing efforts by Elpida to make a secret
out of information about technology sales.  Elpida says the two
universities didn't file claims on time in the company's Japanese
bankruptcy.  Now that they have been allowed to file late claims,
pursuing lawsuits in the U.S. would be "needlessly duplicative and
wasteful," Elpida said in a court filing.

The report relates that with regard to commercial transactions
being kept secret, the committee argues that the U.S. court isn't
bound to maintain secrecy simply because that's the procedure in
Japan.  In the U.S., the committee says, there is a "strong
presumption" against secrecy.  The committee contends that "almost
none" of the redacted information is "trade secret or confidential
research."  Among other things, the committee wants to know the
terms of transactions, the amounts being paid, and the identity of
the technology being transferred.

The report notes the next major hearing in Elpida's Chapter 15
bankruptcy will take place Oct. 24.  The universities' patent
pertains to use of lasers to cut links between electrical
circuits.  The patent is part of the technology that Micron
Technology Inc. would acquire in purchasing Elpida through the
primary bankruptcy in Japan.  In addition to damages, the
universities want to sue for an injunction to prevent future
infringement.

The Bloomberg report discloses that as a result, creditor actions
in the U.S. were halted and the court in Japan was recognized as
having the power to sell the business and administer distributions
to creditors, receiving assistance from the U.S. court if
necessary.  Some U.S. bondholders have argued that the proposed
sale to Boise, Idaho-based Micron for an estimated $1.8 billion at
present value is for substantially less than Elpida's liquidation
value.

                        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.


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

The option agreement was further amended by a letter agreement
between the Parties, dated Oct. 12, 2012.

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

Pursuant to the Letter Agreement, MRMI and EPT agreed to extend
the option exercise period from Jan. 4, 2013, to Jan. 21, 2013.
In addition, the Parties agreed to extend the date by which they
would enter into a master development agreement with respect to
the EPT Property from Oct. 15, 2012, to Nov. 1, 2012.  Except for
these amendments, the Option Agreement remains unchanged and in
full force and effect.

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

                         http://is.gd/YWEBaI

                        About Empire Resorts

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

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

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


ENERGY FUTURE: To Offer Add'l $250 Million 6.875% Senior Notes
--------------------------------------------------------------
Energy Future Intermediate Holding Company LLC and EFIH Finance
Inc., both wholly-owned subsidiaries of Energy Future Holdings
Corp., intend to commence a private offering of $250 million
principal amount of additional 6.875% Senior Secured Notes due
2017.  The Issuers intend to use the net proceeds from the
offering for general corporate purposes, which may include the
payment of dividends to EFH.

In August 2012, EFIH and EFIH Finance issued $250 million
aggregate principal amount of their 6.875% Senior Secured Notes
due 2017 and $600 million aggregate principal amount of their
11.750% Senior Secured Second Lien Notes due 2022.  EFIH will use
$680 million of the net proceeds from the August 2012 Notes
Offering to pay a dividend to EFH Corp. on or before January 2013.
EFH Corp. will use the proceeds of the dividend to repay the
balance of the demand notes payable by EFH Corp. to Texas
Competitive Electric Holdings Company LLC, an direct, wholly-owned
subsidiary of EFH Corp.  The remaining net proceeds are being used
for general corporate purposes, which may include the payment of
dividends to EFH Corp.  Since the August 2012 Notes Offering
through Oct. 18, 2012, EFIH has not paid any dividends to EFH
Corp.

Additional information is available for free at
http://is.gd/5cnF6b

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at June 30, 2012, showed $43.44
billion in total assets, $52.17 billion in total liabilities and a
$8.73 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.


FULLER BRUSH: Creditors Balk at Sale Without Chapter 11 Plan
------------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that Fuller
Brush Co.'s unsecured creditors are balking at the sale of the
century-old company to an undisclosed buyer and its senior lender,
saying they learned late Tuesday that the company was planning to
waive the requirement that the buyer confirm a plan of
reorganization to close the sale.

                      About The Fuller Brush

The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products.  Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.

Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012.  Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.  Fuller, which has 180 employees as
of the Chapter 11 filing, disclosed $22.9 million in assets and
$50.9 million in debt.  Fuller said it will be business as usual
while undergoing Chapter 11 restructuring.  But it said that while
in reorganization, it intends to trim about half of the current
catalog of cleaning products.

Herrick Feinstein LP serves as the Debtors' bankruptcy counsel.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.

The reorganization is being financed with a $5 million loan from
an affiliate of Victory Park Capital Advisors LLC, the secured
lender owed $22.7 million that plans to buy the business
in exchange for debt.

The Court cleared Fuller Brush Co., to auction its assets next
month, with its senior lender kicking off bidding.


GEORGES MARCIANO: Demands Return of "Illegally Seized" Documents
----------------------------------------------------------------
Montreal resident and Guess Jeans founder George Marciano has
taken further steps to find justice at the United States District
Court of California in a cross-border bankruptcy case that has
been ongoing since Oct. 27, 2009.

He has asked that documents illegally seized in Montreal be
returned to him and that the trustee in his involuntary bankruptcy
case, David Gottlieb, not be permitted to keep any copies.  As of
now, the documents have remained at a US Bankruptcy Court
following a January 2012 decision despite a Dec. 8, 2011 judgment
of the Superior Court in Montreal requiring the return of those
documents.

Mr. Marciano's US attorney Daniel J. McCarthy is asking the
District Court to reverse this decision in what has become a legal
battle involving courts in Canada and the US and wrought with
numerous procedures and judgments.

"The Canadian Superior Court in Montreal has found that David
Gottlieb misled a Canadian Judge to obtain the seizure order and
that the seizure of the documents went beyond the scope of that
order," Mr. Marciano's attorney argued.

Mr. Marciano won a victory in summer 2012, when a California Court
of Appeal sided with him, reversing a decision that ordered him to
pay damages of $55 million to a former employee, Gary Iskowitz,
his wife and his business partner.   It deemed the damages to be
excessive and based on insufficient proof.

                        About Georges Marciano

Georges Marciano is the co-founder of the apparel company Guess?,
Inc. and an investor in various companies and real estate
ventures.  Three of the five former employees of Mr. Marciano,
who won a $370 million libel judgment against him in July 2009,
filed an involuntary chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 09-39630) against the Guess? Inc. co-founder on
Oct. 27 2009.  Mr. Marciano challenged the involuntary petition
for 14 months, and Judge Victoria S. Kaufman entered an order for
relief against Mr. Marciano on Dec. 29, 2010.


GMX RESOURCES: To Pay December Notes Interest by PIK Election
-------------------------------------------------------------
GMX Resources Inc.'s 2017 Senior Secured Notes have a semi-annual
interest payment due the first day of June and December.  GMXR has
an option to pay the interest in cash (11.0% per annum) or a PIK
election (9.0% per annum in cash and 4.0% per annum payable in the
form of additional notes).  GMXR has selected the PIK election for
the interest payment due Dec. 1, 2012.  The record date for this
interest payment is Nov. 15, 2012.  The PIK election will increase
the outstanding principal balance of the 2017 Senior Secured Notes
by $5.8 million.

                        About GMX Resources

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

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

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

                           *     *     *

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


HANMI FINANCIAL: Earned $13.3 Million in Third Quarter
------------------------------------------------------
Hanmi Financial Corporation reported net income of $13.27 million
on $29.40 million of total interest and dividend income for the
three months ended Sept. 30, 2012, compared with net income of
$4.20 million on $31.67 million of total interest and dividend
income for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $76.39 million on $89.66 million of total interest and
dividend income, in comparison with net income of $22.64 million
on $98.16 million of total interest and dividend income for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.84
billion in total assets, $2.47 billion in total liabilities and
$363.98 million in total stockholders' equity.

"We continue to gain traction with our turnaround efforts,
producing further improvements in asset quality during the
quarter," said Jay S. Yoo, president and chief executive officer.
"With another solidly profitable quarter, we are establishing a
steady and stable foundation on which to grow our assets in the
future."

"With solid operating profits and the recapture of the DTA this
year, our capital position continues to improve," said Lonny
Robinson, executive vice president and chief financial officer.
"The improvement in our ratio of classified assets to the ALLL
plus the Bank's tier 1 capital to 28.60% is a critical
accomplishment.  We continue to make substantial progress to
improve the financial position of the Bank on three important
regulatory requirements: strong capital levels, quality core
earnings, and improving credit metrics.  All of our capital levels
remain well above those required by regulatory standards."

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

                        http://is.gd/xWMqHK

                       About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of Hanmi
Financial until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


HAWKER BEECHRAFT: Drops Sale, To Exit Ch. 11 On Its Own
-------------------------------------------------------
Hawker Beechcraft, Inc., on Thursday said it intends to emerge
from Chapter 11 protection as a standalone company.  Hawker
Beechcraft also announced that it is no longer pursuing a
transaction with Superior Aviation Beijing Co., Ltd. because the
parties could not reach agreement on the terms of a Plan
Sponsorship Agreement.

Robert S. "Steve" Miller, CEO of Hawker Beechcraft, Inc., said,
"We made the decision to proceed with the standalone Plan of
Reorganization after determining that, despite our best efforts,
the proposed transaction with Superior could not be completed on
terms acceptable to the company. We are disappointed that the
transaction did not come to fruition, but we protected ourselves
by obtaining a $50 million deposit from Superior that is now fully
non-refundable and property of the company. The go-forward
business plan we have developed with our creditors ensures that we
will emerge from this process in a strong operational and
financial position, with an enhanced ability to compete well into
the future."

Hawker and Superior agreed to conduct 45 days of exclusive talks.
The exclusivity period expired six weeks ago.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hawker's $183 million in 8.5% senior unsecured notes
due 2015 last traded on Oct. 2 for 19.5 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The $302 million in
8.875% senior unsecured notes due 2015 traded on Sept. 13 for 19.5
cents, Trace said.


                           Business Plan

Upon its emergence from Chapter 11, the company intends to rename
itself Beechcraft Corporation and will implement a business plan
that focuses on its turboprop, piston, special mission and
trainer/attack aircraft -- the company's most profitable products
-- and on its high margin parts, maintenance, repairs and
refurbishment businesses, all of which have high growth potential.

Bill Boisture, Chairman of Hawker Beechcraft Corporation, said,
"Beechcraft Corporation will emerge as the world's leading
designer and manufacturer of turboprop, piston and trainer/attack
aircraft with the largest global customer support network in the
industry. Our business strategy will focus on growing our key
existing product lines: high performance single and twin engine
piston and turboprop aircraft, uniquely missionized variants for
the global special mission market, and multi-role light attack and
trainer aircraft systems, as well as the product development
opportunities within these segments."

As part of this plan, the company, in consultation with its key
creditor constituents, is evaluating its strategic alternatives
for the Hawker product lines, which could include a sale of some
or all of those product lines, or a closure of the entire jet
business if no satisfactory bids are received.

                      Plan of Reorganization

Hawker Beechcraft will soon file an amended Joint Plan of
Reorganization with the U.S. Bankruptcy Court for the Southern
District of New York. The company will also file an amended
Disclosure Statement that describes the details of the proposed
Joint Plan. The company intends to schedule a hearing on the
adequacy of the Disclosure Statement on Nov. 15, 2012.

Hawker Beechcraft's key economic stakeholders, including holders
of a significant majority of the company's secured bank debt and
unsecured bond debt, have already agreed to support the primary
terms of the Joint Plan subject to Bankruptcy Court approval of
the amended Disclosure Statement.  Under the Joint Plan,
prepetition secured bank debt, unsecured bond debt, and general
unsecured claims will be canceled and holders of such claims will
receive equity in the reorganized company in the percentages
negotiated by the major creditor groups at the time the company
commenced its Chapter 11 proceedings.

The Joint Plan contemplates that Hawker Beechcraft's $400 million
debtor-in-possession post-petition credit facility will be repaid
fully in cash. In addition, the company will enter into a new
financing package that will go into effect upon its emergence from
Chapter 11.

The company has more than sufficient liquidity to complete its
restructuring and expects to enter into an extension of its DIP
post-petition credit facility, the maturity date of which would
coincide with its anticipated emergence from Chapter 11 in the
first quarter of 2013. Court approval of the adequacy of the
Disclosure Statement will allow Hawker Beechcraft to begin
solicitation of votes for confirmation of the Joint Plan.

The Wall Street Journal's Mike Spector and Anna Prior reported
that people familiar with the discussions said negotiations for
Superior to buy the bulk of Hawker Beechcraft collapsed amid
concerns the deal wouldn't pass muster with a U.S. government
panel and other cross-cultural complications.

Superior has offered to buy Hawker's corporate jet and propeller
plane operations out of bankruptcy for $1.79 billion.  According
to WSJ, the sources said Superior encountered difficulties
separating Hawker's defense business from those units in a way
that would make both sides comfortable the deal would get U.S.
government clearance.  The sources told WJS the defense operations
were integrated in various ways with Hawker's civilian businesses,
especially the propeller plane unit, in ways that proved difficult
to untangle.  At one point, the sources said, Hawker suggested
Superior delay taking ownership of certain assets that had ties to
the defense business while they were "cleansed," but Superior
didn't get comfortable with the proposal.

According to the report, people familiar with the matter also said
advisers in the U.S. had trouble negotiating with Chinese
representatives unfamiliar with U.S. finance and bankruptcy law,
and translating documents also made discussions more difficult.
Hawker also wanted an additional deposit of funds from Superior to
help it run its struggling corporate jet business if talks were
going to continue for several more weeks or months, the people
said.  Hawker received a nonrefundable $50 million deposit from
Superior earlier this year as insurance against deal discussions
collapsing, so Superior faced the prospect of having to spend more
to keep talks going.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.


HAWKER BEECHCRAFT: Has 120-Day Plan Exclusivity Extension
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, in an order dated Sept. 4, 2012, Hawker Beechcraft,
Inc., et al.'s exclusive periods to file the proposed chapter 11
plan by 120 days.  The Court also extended their exclusive periods
to solicit acceptances for the proposed plan until Feb. 27, 2013;
provided that no party other than the Debtors may file a chapter
11 plan until the expiration of the exclusive solicitation period
unless otherwise ordered by the Court.

                      About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for
Chapter 11 reorganization together with 17 affiliates (Bankr.
S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in
total liabilities and a $956.90 million total deficit.  Other
claims include pensions underfunded by $493 million.

Judge Stuart Bernstein oversees the case.  Hawker's legal
representative is Kirkland & Ellis LLP, its financial advisor is
Perella Weinberg Partners LP and its restructuring advisor is
Alvarez & Marsal.  Epiq Bankruptcy Solutions LLC is the claims and
notice agent, and administrative advisor.  PricewaterhouseCoopers
LLP is accounting consultants and independent auditors.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the
DIP Agent and the Prepetition Agent.

The Senior Secured Lenders' legal representative is Wachtell
Lipton Rosen & Katz and their financial advisor is Houlihan
Lokey.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc
committee of holders of the 8.500% Senior Fixed Rate Notes due
2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued
by Hawker Beechcraft Acquisition Company LLC and Hawker
Beechcraft Notes Company.  The members of the Ad Hoc Committee --
GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC
-- hold claims or manage accounts that hold claims against the
Debtors' estates arising from the purchase of the Senior Notes.
Deutsche Bank National Trust Company, the indenture trustee for
senior fixed rate notes and the senior PIK-election notes, is
represented by Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the
case has selected Daniel H. Golden, Esq., and the law firm of
Akin Gump Strauss Hauer & Feld LLP as legal counsel.  The
Committee tapped FTI Consulting, Inc., as its financial advisor.

When it filed for bankruptcy, Hawker already negotiated a
restructuring support agreement that eliminates $2.5 billion in
debt and $125 million of annual cash interest expense.  That plan
was filed June 30, 2012.  The plan proposes to give 81.9% of the
new stock to holders of $1.829 billion of secured debt, reserving
18.9% for unsecured creditors.  The restructuring support
agreement stated the $780.9 million in unsecured deficiency claims
of secured lenders are to participate in the pool of unsecured
claims to share in 18.9% of the new equity.  The unsecured
recovery that otherwise would go to holders of $308 million in
subordinated note claims will be directed to senior unsecured
noteholders.

In July 2012, Hawker unveiled a deal to sell the bulk of its
businesses for $1.79 billion to Chinese company Superior Aviation
Beijing Co.  Hawker won Court approval to enter into exclusive
negotiations with Superior Aviation.  As part of the exclusivity
agreement, Superior made payments to Hawker to sustain the
Debtor's jet business.

If negotiations with Superior are not concluded in a timely
manner, Hawker said it will proceed with seeking confirmation of
the June 30 Plan of Reorganization.

Superior's legal representative is Locke Lord LLP and its
financial advisor is Grant Thornton.


HIGH PLAINS: Chama Intends to Buy 220,000 Restricted Shares
-----------------------------------------------------------
Chama Technologaes, Inc., submitted with the U.S. Securities and
Exchange Commission an unsigned letter of intent to acquire
220,000 shares of restricted common stock (post reverse stock
split) of High Plains Gas, Inc., for a total consideration of
$15 million.

When countersigned by each of the parties, the sample LOI will
constitute as Chama's LOI.

Pursuant to the LOI, the Company will complete a 1 for 1,000
reverse stock split of its common stock such that the total issued
and outstanding common stock will equal 350,000 shares.

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

                        http://is.gd/UJ7nYj

                         About High Plains

Houston, Texas-based High Plains Gas, Inc., is a provider of goods
and services to regional end markets serving the energy industry.
It produces natural gas in the Powder River Basin located in
Northeast Wyoming.  It provides construction and repair and
maintenance services primarily to the energy and energy related
industries mainly located in Wyoming and North Dakota.

The Company reported a net loss of $57.48 million on
$17.15 million of revenues for 2011, compared with a net loss of
$5.48 million on $2.61 million of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed
$10.26 million in total assets, $40.42 million in total
liabilities, and a $30.16 million total stockholders' deficit.

Eide Bailly LLP, in Greenwood Village, Colorado, issued a "going
concern" qualification on the financial statements for the year
ending Dec. 31 2011, citing significant operating losses which
raised substantial doubt about High Plains Gas' ability to
continue as a going concern.


HMX ACQUISITION: Returns to Chapter 11 Bankruptcy
-------------------------------------------------
HMX Acquisition Corp. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-_____), estimating under $50,000 in
assets, and liabilities between $50 million to $100 million.

The Huffington Post recounts HMX's original parent company,
Hartmarx, filed for bankruptcy in 2009 and was acquired by British
company Emerisque Brands and the North American branch of Indian
clothing company SKNL.

The report relates HMX has lined up $65 million in debtor-in-
possession financing to let it pay vendors and continue
operations.  Authentic Brands Group LLC, a licensing company
affiliated with private equity firm Leonard Green & Partners,
has agreed to submit an initial bid for the company, known as
a "stalking-horse bid," in a court-supervised auction of the
business.

The report says the Company filed a warning notice with the U.S.
Department of Labor regarding potentially closing the Rochester
plant in December, with 431 jobs at the plant and 71 jobs at its
corporate headquarters in New York expected to be affected.

HMX Acquisition Corp. owns tailored clothing brands including
Hickey Freeman and Hart Schaffner Marx.  The company has
manufacturing based in Rochester, N.Y.; Des Plaines, Ill.; and
Hamilton, Ontario.


IDEARC INC: Ending First Week of Two-Week Trial in Verizon Suit
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Verizon Communications Inc. subsidiary Idearc Inc.
was insolvent by more than $1 billion when the yellow-pages unit
was spun off from the parent in 2006, according to the Idearc
creditors' expert valuation witness who testified at trial
Oct. 18.

According to the report, scheduled for two weeks, the trial ended
its first week in U.S. District Court in Dallas where Idearc was
located.  The company went bankrupt 28 months after the spinoff
and concluded the Chapter 11 reorganization with a plan creating a
trust that brought the suit contending there were fraudulent
transfers in when Idearc became independent.

The report relates that creditors are attempting to show that
Verizon was told by its advisors how the Idearc business was
declining while the public was being told it was growing.

Jess Davis at Bankruptcy Law360 reports that U.S. District Court
Judge A. Joe Fish on Thursday told Verizon Communications Inc. may
need to have its CEO or chief financial officer present for the
remainder of a trial in which U.S. Bank N.A. alleges Verizon acted
fraudulently in a $9.9 billion spinoff of its Yellow Pages
business into Idearc Inc., leading to its bankruptcy.

Judge Fish issued an order before the trial, which began Monday,
that each party must have someone present with the authority to
settle the case, Bankruptcy Law360 relates.

Jess Davis at Bankruptcy Law360 reports that a U.S. Bank expert on
Wednesday testified Verizon gave investors "shockingly" misleading
projections for the growth of its spinoff Idearc Inc., in the
third day of a Texas federal court trial in U.S. Bank's challenge
to the $9.9 billion deal that preceded Idearc's bankruptcy.

The creditors' lawsuit is U.S. Bank National Association v.
Verizon Communications Inc., 10-01842, U.S. District Court,
Northern District Texas (Dallas).

                         About Idearc Inc.

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

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

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

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

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

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


IMPERIAL INDUSTRIES: Completely Acquired by Q.E.P.
--------------------------------------------------
Imperial Industries, Inc., announced that Q.E.P. Co., Inc., had
completed the acquisition of the Company on Oct. 17, 2012.
Pursuant to the terms of the previously announced Amended and
Restated Agreement and Plan of Merger, dated as of Aug. 8, 2012,
by and among the Company, QEP and Imperial Acquisition Sub, Inc.,
Merger Sub was merged with and into the Company, with the Company
surviving the Merger as a wholly-owned subsidiary of QEP.

As a result of the Merger, each share of the Company's common
stock issued and outstanding immediately prior to the effective
time of the Merger was automatically converted into the right to
receive $0.30 cash per share.  Additionally, each stock option
granted under any Company stock plan and outstanding immediately
prior to the Effective Time was converted into the right to
receive the Merger Consideration less the exercise price for the
option.  Based on the aggregate number, immediately prior to the
Effective Time, of outstanding (i) shares of Common Stock and (ii)
stock options with an exercise price less than the Merger
Consideration, the total purchase price paid pursuant to the
Merger was approximately $770,000.

Pursuant to the terms of the Merger Agreement, a change in control
of the Company occurred on Oct. 17, 2012.

Each of Daniel Ponce, Lisa M. Brock, Milton J. Wallace, Morton L.
Weinberger, and Howard L. Ehler resigned from the board of
directors of the Company, and Lewis Gould and Leonard Gould became
the directors of the Company.  Also in connection with the merger,
Howard L. Ehler's employment as the Company's Chief Operating
Officer, Principal Operating Officer and Principal Financial
Officer has been terminated as of Oct. 17, 2012.

Pursuant to the terms of the Merger Agreement, on Oct. 17, 2012,
the Company's certificate of incorporation and bylaws were amended
and restated in their entirety to be identical to the certificate
of incorporation and bylaws of Merger Sub.

The proposal to adopt the Merger Agreement was approved by the
Company's shareholders holding approximately 63.5% of the
outstanding shares at a special meeting held on Oct. 17, 2012.

Imperial Industries filed a Form 15 with the U.S. Securities and
Exchange Commission to voluntarily deregister its common stock and
suspend its reporting obligations with the SEC.  As of Oct. 17,
2012, there was only one holder of the common shares.

In addition, the Company filed with the SEC post-effective
amendments to Forms S-8 to terminate the offerings of the
Company's securities pursuant to the Registration Statements.

                     About Imperial Industries

Pompano Beach, Fla.-based Imperial Industries, Inc. (OTC BB: IPII)
-- http://www.imperialindustries.com/-- manufactures and
distributes stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.  The Company sells its
products primarily in the State of Florida and to a certain extent
the rest of the Southeastern United States.

In its report on the 2011 financial statements, Grant Thornton
LLP, in Fort Lauderdale, Florida, noted that the industry in which
the Company is operating has been impacted by a number of factors
and accordingly, the Company has experienced a significant
reduction in its sales volume.  In addition, for the year ended
Dec. 31, 2011, the Company has a loss from continuing operations
of approximately $1,310,000.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's balance sheet at June 30, 2012, showed $3.90 million
in total assets, $2.89 million in total liabilities and
$1.01 million in total stockholders' equity.


INDEPENDENCE TAX: Reacts to Peachtree Tender Offer
--------------------------------------------------
Independence Tax Credit Plus L.P. III expressed no opinion and is
neutral with respect to whether or not unit holders should tender
their units in response to the offer made by Peachtree Partners to
purchase up to 4.9% of the 43,440 outstanding limited partnership
units of Independence III at a price of $18 per unit.  The Offeror
is not affiliated with Independence III or its general partner.

Among other things, Independence III raised certain questions
about the Offer's potential impact on its tax status for federal
income tax purposes.  Independence III is currently treated, and
has since its inception been treated, as a partnership and a pass-
through entity for federal income tax purposes - a tax status that
is desirable and beneficial to Independence III and its investors.
That beneficial tax status might be lost, and Independence III
might be taxed as a corporation, if it were deemed to be a
"publicly traded partnership" within the meaning of the Internal
Revenue Code and certain regulations promulgated by the Internal
Revenue Service.

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

                         http://is.gd/JhcdgA

                   About Independence Tax Credit

Independence Tax Credit Plus L.P. III, headquartered in New York
City, is a limited partnership which was formed under the laws of
the State of Delaware on Dec. 23, 1993.  The general partner of
the Partnership is Related Independence Associates III L.P., a
Delaware limited partnership (the "General Partner").  The general
partner of the General Partner is Related Independence Associates
III Inc., a Delaware corporation.   The ultimate parent of the
General Partner is Centerline Holding Company.

The Partnership's business is to invest in other partnerships
owning leveraged apartment complexes that are eligible for the
low-income housing tax credit enacted in the Tax Reform Act of
1986, some of which may also be eligible for the historic
rehabilitation tax credit.

The Partnership's balance sheet at June 30, 2012, showed
$12.59 million in total assets, $23.44 million in total
liabilities, and a partners' deficit of $10.85 million.

According to the regulatory filing, at June 30, 2012, the
Partnership's liabilities exceeded assets by $10.85 million and
for the three months ended June 30, 2012, the Partnership
recognized net income of $6.73 million, including the gain on sale
of properties of $6.85 million.  "These factors raise substantial
doubt about the Partnership?s ability to continue as a going
concern."


INDEPENDENCE TAX: Does Not Recommend Peachtree Tender Offer
-------------------------------------------------------------
Independence Tax Credit Plus L.P. II responded to an unsolicited
tender offer by Peachtree Partners to purchase up to 4.9% of the
58,928 outstanding limited partnership units of Independence II at
a price of $18 per unit, less certain reductions.

Independence II recommends that its unit holders not tender their
units in response to the Offer.  As Independence II has previously
announced, it is in the final stages of liquidating its assets and
winding up its affairs.  Accordingly, Independence II has ceased
processing requests to transfer units and will not process any
transfers of units pursuant to the Offer.

                   About Independence Tax Credit

Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.  The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation.  The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.

The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is in the process of developing a plan to dispose
of all of its investments.

The Company reported a net loss of $237,376 for the year ended
March 31, 2012, compared with net income of $15.97 million during
the prior fiscal year.

The Company's balance sheet at June 30, 2012, showed $5.05 million
in total assets, $15.84 million in total liabilities and a $10.78
million total partners' deficit.

At June 30, 2012, the Partnership's liabilities exceeded assets by
$10,786,492 and for the three months ended June 30, 2012, had net
income of $14,816,162, including gain on sale of properties of
$14,957,262.  These factors raise substantial doubt about the
Partnership's ability to continue as a going concern, according
the Form 10-Q.


INOVA TECHNOLOGY: Files Amendment No. 4 to 375-Mil. Prospectus
--------------------------------------------------------------
Inova Technology, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 4 to the Form S-1 relating to
the registration of 375,000,000 shares for sale on behalf of the
Company.

The shares will be sold through the efforts of the Company's
officers and directors.

There is no minimum number of shares to be sold under this
offering.

The Company's common stock is quoted on the OTCQB by the OTC
Markets Group under the symbol "INVA'. On Oct. 16, 2012, the last
reported sale price for the Company's common stock was $0.01 per
share.

A copy of the amended prospectus is available for free at:

                        http://is.gd/dZZnlI

                      About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company reported a net loss of $1.24 million for the year
ended April 30, 2012, compared with a net loss of
$3.35 million during the prior year.

The Company's balance sheet at July 31, 2012, showed $7.65 million
in total assets, $18.83 million in total liabilities and a $11.18
million total stockholders' deficit.

                           Going Concern

The Company has an accumulated deficit and negative working
capital and is in default on the majority of its notes payable as
of July 31, 2012.  These conditions raise substantial doubt as to
the Company's ability to continue as a going concern.

"Our ability to continue as a going concern is dependent upon our
ability to generate sufficient cash flows to meet our obligations
on a timely basis, to obtain additional financing as may be
required, and ultimately to attain profitable operations," the
Company said in its quarterly report for the period ended July 31,
2012.  "However, there is no assurance that profitable operations
or sufficient cash flows will occur in the future."

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2012, and 2011 and has a working capital deficit as of
April 30, 2012, which raise substantial doubt about Inova's
ability to continue as a going concern.


INTELSAT SA: Buys $442 Million of Tendered 11 1/4 Senior Notes
--------------------------------------------------------------
Intelsat Jackson Holdings S.A., Intelsat S.A.'s subsidiary,
purchased $442,302,000 aggregate principal amount of the notes
that were tendered prior to 12:00 midnight, New York City time, on
Tuesday, Oct. 2, 2012, pursuant to the previously announced tender
offer.  The Tender Offer expired on Oct. 17, 2012.

Intelsat Jackson commenced a tender offer and consent solicitation
to purchase for cash any and all of its outstanding $603,220,000
aggregate principal amount of 11 1/4% Senior Notes due 2016.

On Oct. 18, 2012, Intelsat Jackson was advised by Global
Bondholder Services Corporation, as the depositary for the Tender
Offer, that after the Withdrawal Deadline and prior to the
Expiration Time, Intelsat Jackson had received tenders of an
additional $20,000 aggregate principal amount of the Notes
pursuant to the Tender Offer.  Including accrued and unpaid
interest, on Oct. 18, 2012, Intelsat Jackson paid $21,058 in
consideration for the Notes tendered after the Withdrawal Deadline
and prior to the Expiration Time.

                           About Intelsat

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

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

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

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

                           *     *     *

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


INTERMETRO COMMUNICATIONS: Obtains $3MM Facility from TAB Bank
--------------------------------------------------------------
InterMetro Communications, Inc., and its subsidiaries: (i) secured
a new credit facility with Transportation Alliance Bank, Inc.;
(ii) entered into agreements with its existing lender, Moriah
Capital, L.P., to pay off its debt; and (iii) renegotiated terms
with its secured note holders.

The Company has secured a $3,000,000 senior credit facility with
TAB Bank pursuant to which the Company is permitted to borrow
$3,000,000, up to 85% of its eligible accounts, at any time until
the maturity date of Sept. 29, 2014.  This facility generally
accrues interest at the greater of (i) 9.50% per annum, or (ii)
the sum of the lender's stipulated prime rate plus 6.25%.  The
Company initially borrowed $1,338,000 from this facility.  The
loan provides for interest-only monthly payments, is generally
secured by all the Company's assets but subject to certain prior
liens, and includes financial covenants pertaining to cash flow
coverage of interest and fixed charges and a requirement for a
minimum level of tangible net worth.

The Company entered into agreements with Moriah retiring the
Company's existing credit facility by paying Moriah $1,845,000 and
issuing a promissory note in favor of Moriah in the principal
amount of $987,500, $250,000 of which is due Sept. 30, 2013.  The
balance, issued in consideration for the cancellation of Moriah's
put option to purchase 6,008,500 shares of the Company's common
stock, becomes due on Sept. 30, 2014.  The note accrues interest
at the rate of 9% per annum and Moriah may convert the balance
owed into shares of common stock with unpaid principal amounts
converted at the rate of $0.25 per share and any unpaid accrued
interest at the rate of $0.30 per share.  Any warrants that were
not previously priced at $0.01 per share of common stock were re-
priced to $0.01 per share.  Any shares of common stock issued to
Moriah in accordance with the warrants or its conversion rights
are subject to a voting agreement in favor of the Company's CEO.

Also on the Closing Date, the Company renegotiated terms with its
secured note holders which included conversion of certain loan
balances to common stock, the issuance of warrants and the
establishment of new payment terms.  The secured note holders
converted $1,521,843 that the Company owed into 10,145,516 shares
of common stock at $0.15 per share and the Company issued warrants
with a term of seven years to purchase 1,521,843 shares of common
stock at an exercise price of $0.01 per share.  The remaining
outstanding balance of $2,374,281, of which $764,221 is eligible
to be converted to common stock at the election of the lenders at
a rate of $0.50 per share of common stock, includes $878,466 owed
to related parties.  This remaining balance will be paid in
interest only payments of approximately $12,000 per month from
Jan. 1, 2013, through Sept. 1, 2013, followed by principal and
interest payments of approximately $69,000 per month from Sept. 1,
2013, until Sept. 30, 2014.  Of the remaining balances $923,576
will mature on Sept. 30, 2014, with the final payment of all
principal and accrued interest at maturity on Dec. 31, 2014.  As
part of the renegotiated terms with the secured note holders the
Company issued additional warrants with a term of seven years to
purchase 2,144,451 shares of common stock at a price of $0.25 per
share and 650,000 shares of common stock at a price of $0.01 per
share.  All the common shares, warrants and conversion rights
issued to the secured note holders are subject to a voting
agreement in favor of the Company's CEO.  The outstanding balance
bears interest at 9% per annum.

                         About InterMetro

Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/ -- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.

The Company's balance sheet at June 30, 2012, showed $3.3 million
in total assets, $16.4 million in total liabilities, and a
stockholders' deficit of $13.1 million.

As reported in the TCR on April 3, 2012, Gumbiner Savett Inc., in
Santa Monica, California, expressed substantial doubt about
InterMetro's ability to continue as a going concern, following its
report on the Company's financial statements for the year ended
Dec. 31, 2011.  The independent auditors noted that the Company
incurred net losses in previous years, and as of Dec. 31, 2011,
the Company had a working capital deficit of approximately
$12,696,000 and a total stockholders' deficit of approximately
$13,274,000.  The Company anticipates that it will not have
sufficient cash flow to fund its operations in the near term and
through fiscal 2012 without the completion of additional
financing.


INTERMETRO COMMUNICATIONS: Sells 295,000 Preferred Shares
---------------------------------------------------------
InterMetro Communications, Inc., and its subsidiaries sold 295,000
shares of Series A2 Preferred Stock together with warrants to
purchase 295,000 shares of common stock at an exercise price of
$0.20 per share in exchange for a total purchase price of
$295,000.  The securities were sold to accredited investors in a
private placement exempt from registration under Regulation D of
the Securities Act of 1933, as amended.  The Series A2 Preferred
stock may be converted into shares of common stock at a conversion
rate of 6.66 shares of common stock for each share of Series A2
Preferred.

Effective Oct. 12, 2012, the Company authorized Series A2
Preferred Stock.  The holder of the Company's 25,000 issued and
outstanding shares of Series A Preferred Stock may convert those
shares into an equal number of shares of Series A2 Preferred Stock
at any time.

Effective Oct. 12, 2012, the Company established the rights and
preferences of Series A2 Preferred Stock.  The number of
authorized shares is 1,000,000 and the shares are non-voting.  The
shares generally may be redeemed by the Company for $1.25 per
share plus payment of any accrued but unpaid dividends.

                         About InterMetro

Simi Valley, Calif.-based InterMetro Communications, Inc.
-- http://www.intermetro.net/ -- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.

The Company's balance sheet at June 30, 2012, showed $3.3 million
in total assets, $16.4 million in total liabilities, and a
stockholders' deficit of $13.1 million.

As reported in the TCR on April 3, 2012, Gumbiner Savett Inc., in
Santa Monica, California, expressed substantial doubt about
InterMetro's ability to continue as a going concern, following its
report on the Company's financial statements for the year ended
Dec. 31, 2011.  The independent auditors noted that the Company
incurred net losses in previous years, and as of Dec. 31, 2011,
the Company had a working capital deficit of approximately
$12,696,000 and a total stockholders' deficit of approximately
$13,274,000.  The Company anticipates that it will not have
sufficient cash flow to fund its operations in the near term and
through fiscal 2012 without the completion of additional
financing.


INTERNAL FIXATION: Suspending Filing of Reports with SEC
--------------------------------------------------------
Internal Fixation Systems, Inc., filed with the U.S. Securities
and Exchange Commission a Form 15 to voluntarily deregister its
common stock and suspend its reporting obligations with the SEC.
As of Oct. 17, 2012, there were only 140 holders of the Company's
common shares.

                      About Internal Fixation

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.

The Company reported a net loss of $3.45 million in 2011, compared
with a net loss of $781,440 in 2010.

After auditing the Company's financial results for 2011, Goldstein
Schechter Koch P.A., in Hollywood, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss in
2011 and 2010.  Additionally, the Company has an accumulated
deficit of approximately $4.21 million and a working capital
deficit of approximately $683,500 at Dec. 31, 2011, and is unable
to generate sufficient cash flow to fund current operations.

The Company's balance sheet at June 30, 2012, showed $1.73 million
in total assets, $1.93 million in total liabilities and a $206,095
total stockholders' deficit.


INTERNAL FIXATION: Withdraws Request to Terminate Common Shares
---------------------------------------------------------------
Internal Fixation Systems, Inc., withdrew its request to terminate
the registration of its common shares which was filed by the
Company with the U.S. Securities and Exchange Commission on
Oct. 17, 2012.

The Company filed with the SEC a Form 15 to voluntarily deregister
its common stock and suspend its reporting obligations with the
SEC, stating that there were only 140 holders of the Company's
common shares as of Oct. 17, 2012.

                      About Internal Fixation

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.

The Company reported a net loss of $3.45 million in 2011, compared
with a net loss of $781,440 in 2010.

After auditing the Company's financial results for 2011, Goldstein
Schechter Koch P.A., in Hollywood, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss in
2011 and 2010.  Additionally, the Company has an accumulated
deficit of approximately $4.21 million and a working capital
deficit of approximately $683,500 at Dec. 31, 2011, and is unable
to generate sufficient cash flow to fund current operations.

The Company's balance sheet at June 30, 2012, showed $1.73 million
in total assets, $1.93 million in total liabilities and a $206,095
total stockholders' deficit.


INTERNAL FIXATION: Asher Enterprises Discloses 9.9% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Asher Enterprises, Inc., disclosed that, as of
Oct. 18, 2012, it beneficially owns 12,273,850 shares of common
stock of Internal Fixation Systems, Inc., representing 9.99% based
on the total of 122,861,366 outstanding shares of common stock.  A
copy of the filing is available at http://is.gd/TmAGGN

                      About Internal Fixation

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.

The Company reported a net loss of $3.45 million in 2011, compared
with a net loss of $781,440 in 2010.

After auditing the Company's financial results for 2011, Goldstein
Schechter Koch P.A., in Hollywood, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss in
2011 and 2010.  Additionally, the Company has an accumulated
deficit of approximately $4.21 million and a working capital
deficit of approximately $683,500 at Dec. 31, 2011, and is unable
to generate sufficient cash flow to fund current operations.

The Company's balance sheet at June 30, 2012, showed $1.73 million
in total assets, $1.93 million in total liabilities and a $206,095
total stockholders' deficit.


JEFFERSON COUNTY: Birmingham Can't Sue Over Hospital Closing
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankrupt Jefferson County, Alabama, won a victory
Oct. 17 when the bankruptcy judge halted a lawsuit by the city of
Birmingham aiming to force the county to continue operating a
hospital.

According to the report, the county decided to close the inpatient
portion of the Cooper Green Mercy Hospital.  Birmingham responded
with a suit in state court to block the closing.  The city took
the position that the county has responsibility under state law to
bear the cost of providing medical care for indigents.

The report relates that the county requested that the bankruptcy
judge halt the suit as a violation of the so-called automatic stay
that bars legal actions outside of bankruptcy court.  Birmingham
contended the suit is an exercise of regulatory power not halted
by bankruptcy.

The report notes that the county won when the bankruptcy judge
ruled at a hearing Oct. 17 that the county won't have to defend
the suit.  A formal court order saying what the city can and can't
do has yet to be entered on court records.  The dispute deals the
question of constitutional and statutory limitations on the power
of a federal or bankruptcy court to direct the operations of a
state or municipal government.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JEFFERSON COUNTY: Judge Allows County to Overhaul Hospital
----------------------------------------------------------
American Bankruptcy Institute reports that bankruptcy Judge Thomas
Bennett has cleared the way for Alabama's bankrupt Jefferson
County to shut down in-patient services at a government hospital
for poor people.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JEFFERSON COUNTY: Lehman Brothers Sues Over Sewer Bond Swap Deal
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Special Financing Inc., one of the
Lehman entities to emerge from bankruptcy reorganization in March,
sued Jefferson County, Alabama, Oct. 18 for a $1 million chunk of
revenue from the bankrupt county's sewer system.  The suit was
filed in U.S. Bankruptcy Court in Birmingham, where the county
began a municipal Chapter 9 bankruptcy in November.

According to the report, Lehman recited how it entered into a
interest rate swap agreement with the county in connection with
the ill-fated sewer financing.  The agreement required Lehman to
make payments based on a fixed interest rate while the county's
payment would be based on a variable rate.  The county began
missing payments in early 2008.  By the year's end, Lehman
terminated the swap, when $1 million had come due and wasn't paid.

The report relates that Lehman contends in the complaint that the
contract documents gave Lehman a security interest in sewer
revenue on parity with the lien rights of bondholders.  Lehman
admits the payment due on termination isn't secured by sewer
revenue.  Lehman wants the bankruptcy judge to declare that it's
entitled to payment from sewer revenue on account of the $1
million at the same rate as bondholders.

The report notes that the county, according to the complaint,
takes the position that the periodic payments lost their lien
rights when the swap was terminated.  Lehman included the
bondholders' indenture trustee as a defendant in the suit.

According to Bloomberg the county is in lawsuits and appeals with
bondholders over who controls sewer revenue and how much excess
revenue after expenses is payable to bondholders.

The Bloomberg report discloses that Jefferson County began the
country's all-time largest Chapter 9 municipal bankruptcy in
November, saying long-term debt is $4.23 billion, including about
$3.1 billion in defaulted sewer debt where the debt holders can
look only to the sewer system for payment.

The Lehman lawsuit is Lehman Brothers Special Financing Inc. v.
Bank of New York Mellon (in re Jefferson County, Alabama), 12
00149, U.S. Bankruptcy Court, Northern District of Alabama
(Birmingham).  A lawsuit over control of the sewers and revenue is
Bank of New York Mellon v. Jefferson County, Alabama (In re
Jefferson County, Alabama), 12-00016, U.S. Bankruptcy Court,
Northern District of Alabama (Birmingham).

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


KNIGHT CAPITAL: Incurs $764.3 Million Net Loss in Third Quarter
---------------------------------------------------------------
Knight Capital Group, Inc., reported a net loss attributable to
common stockholders of $764.33 million on $189.83 million of total
revenues for the three months ended Sept. 30, 2012, compared with
net income attributable to common stockholders of $26.93 million
on $397.44 million of total revenues for the same period during
the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss attributable to common stockholders of $727.94 million on
$448.44 million of total revenues, in comparison with net income
attributable to common stockholders of $74.99 million on $1.06
billion of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$8.58 billion in total assets, $7.10 billion in total liabilities
$259.27 million in convertible preferred shares, and $1.21 billion
in total equity.

"In the aftermath of the technology issue that occurred on
August 1, 2012, Knight began the process of effecting a recovery,"
said Tom Joyce, chairman and chief executive officer, Knight
Capital Group.  "The recapitalization restored the firm's
liquidity and capital, Knight's market share in U.S. equities
substantially rebounded, and we've undertaken measures to enhance
processes and controls.  Obviously, consolidated financial results
were negatively impacted by the trading losses, related expenses
and subsequent non-cash write-downs.  We are gratified though
that, if one backs out these items, we made a small profit on an
operating basis.  Overall, I believe the recovery to date speaks
to the strength of our offering, the dedication of Knight's client
teams, and deep client relationships we enjoy."

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

                       http://is.gd/jqXdx8

                       About Knight Capital

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

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

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

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

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

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


LAGUNA BRISAS: Hearing on Valuation of Property Reset to Nov. 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation between Laguna Brisas, LLC, and Wells Fargo
Bank, N.A., as Trustee for the registered holders of Banc of
America Commercial Mortgage Inc., continuing until Nov. 5, 2012,
at 10 a.m., the hearing to consider the Debtor's motion to
determine value of its commercial real property.

The hearing was originally scheduled for Oct. 2.  The hearing will
be treated as an evidentiary hearing.  Objections, if any, are due
not later than 14 days before the hearing date.

The parties will exchange their respective appraisals and all
documents upon which their respective experts have relied in
connection with their conclusions regarding value as set forth in
their respective appraisals.

                        About Laguna Brisas

Laguna Beach, California-based Laguna Brisas, LLC doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Campbell, since Oct. 3, 2011.

M. Jonathan Hayes, Esq., at the Law Office of M. Jonathan Hayes
represents the Debtor in its restructuring effort.  The Debtor
disclosed $15,097,815 in assets and $13,982,664 in liabilities.
The petition was signed by Dae In "Andy" Kim, managing member.

The Debtor's Plan provides that Wells Fargo Bank will be
paid in full, at a contract interest rate of 6.23%, or roughly
$57,000 per month.  General unsecured claims will be paid in full,
pro-rata, in monthly installment of $43,000 over 58 months.
General unsecured claims, which are impaired under the Plan, are
estimated to aggregate $2.475 million.


LEHMAN BROTHERS: Sues Jefferson County on Sewer Bond Swap Deal
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Special Financing Inc., one of the
Lehman entities to emerge from bankruptcy reorganization in March,
sued Jefferson County, Alabama, Oct. 18 for a $1 million chunk of
revenue from the bankrupt county's sewer system.  The suit was
filed in U.S. Bankruptcy Court in Birmingham, where the county
began a municipal Chapter 9 bankruptcy in November.

According to the report, Lehman recited how it entered into a
interest rate swap agreement with the county in connection with
the ill-fated sewer financing.  The agreement required Lehman to
make payments based on a fixed interest rate while the county's
payment would be based on a variable rate.  The county began
missing payments in early 2008.  By the year's end, Lehman
terminated the swap, when $1 million had come due and wasn't paid.

The report relates that Lehman contends in the complaint that the
contract documents gave Lehman a security interest in sewer
revenue on parity with the lien rights of bondholders.  Lehman
admits the payment due on termination isn't secured by sewer
revenue.  Lehman wants the bankruptcy judge to declare that it's
entitled to payment from sewer revenue on account of the $1
million at the same rate as bondholders.

The report notes that the county, according to the complaint,
takes the position that the periodic payments lost their lien
rights when the swap was terminated.  Lehman included the
bondholders' indenture trustee as a defendant in the suit.

According to Bloomberg the county is in lawsuits and appeals with
bondholders over who controls sewer revenue and how much excess
revenue after expenses is payable to bondholders.

The Bloomberg report discloses that Jefferson County began the
country's all-time largest Chapter 9 municipal bankruptcy in
November, saying long-term debt is $4.23 billion, including about
$3.1 billion in defaulted sewer debt where the debt holders can
look only to the sewer system for payment.

The Lehman lawsuit is Lehman Brothers Special Financing Inc. v.
Bank of New York Mellon (in re Jefferson County, Alabama), 12
00149, U.S. Bankruptcy Court, Northern District of Alabama
(Birmingham).  A lawsuit over control of the sewers and revenue is
Bank of New York Mellon v. Jefferson County, Alabama (In re
Jefferson County, Alabama), 12-00016, U.S. Bankruptcy Court,
Northern District of Alabama (Birmingham).

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


LENNAR CORP: Fitch Rates Proposed $350-Mil. Senior Notes 'BB+'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Lennar Corporation's
(NYSE: LEN) proposed offering of $350 million principal amount of
senior notes due November 2022.  This issue will be ranked on a
pari passu basis with all other senior unsecured debt.  The notes
will be guaranteed by some of Lennar's subsidiaries, but those
guarantees may be suspended or released under certain
circumstances.  Net proceeds from the notes offering will be
primarily used for working capital and general corporate purposes,
which may include the repayment or repurchase of some of its
outstanding senior notes or other indebtedness.

The ratings and Outlook for Lennar reflect the company's strong
liquidity position and improved prospects for the housing sector
this year and in 2013.  The ratings also reflect Lennar's
successful execution of its business model, geographic and product
line diversity, much lessened joint venture exposure, and the
still challenging U.S. housing environment.

So far this year, housing metrics have been steadily growing on a
year-over-year (yoy) basis.  The yoy gains for single-family
starts and new home sales have been sustaining the momentum of
earlier this year.  And most months' seasonally adjusted
statistics for single-family starts, new homes, and existing home
sales have also been advancing.  Builders' confidence has surged.
Investors are enthused.  However, as Fitch has noted in the past,
recovery will likely occur in fits and starts.

Fitch's housing forecasts for 2012 have been raised a few times
this year, but still assume a below-trend line cyclical rise off a
very low bottom.  In a slowly growing economy with somewhat
diminished distressed home sales competition, less competitive
rental cost alternatives, and new home inventories at historically
low levels, single-family housing starts should improve about 19%,
while new home sales increase approximately 19.5% and existing
home sales grow 8.5%.  Further moderate improvement is forecast
for 2013.

Lennar has solid liquidity with unrestricted homebuilding cash of
$692 million as of Aug. 31, 2012.  The company also has an
unsecured revolving credit facility of $500 million that expires
May 2015.  The credit facility may be increased to $525 million,
subject to additional commitments.  As of Aug. 31, 2012, the
company had a $150 million letter of credit and reimbursement
agreement with certain financial institutions, which may be
increased to $200 million, and also another $50 million letter of
credit and reimbursement agreement with certain financial
institutions that had a $50 million accordion feature.  The
company's debt maturities are well-laddered, with about 25.6% of
its senior notes (as of Aug. 31, 2012) maturing through 2015.

The company was the third largest homebuilder in 2011 and
primarily focuses on entry-level and first-time move-up
homebuyers.  The company builds in 16 states with particular focus
on markets in Florida, Texas and California.  Lennar's significant
ranking (within the top five or top 10) in many of its markets,
its largely presale operating strategy, and a return on capital
focus provide the framework to soften the impact on margins from
declining market conditions.  Fitch notes that in the past,
acquisitions (in particular, strategic acquisitions) have played a
significant role in Lennar's operating strategy.

Compared to its peers Lennar had above-average exposure to joint
ventures (JVs) during this past housing cycle.  Longer-dated land
positions are controlled off balance sheet.  The company's equity
interests in its partnerships generally ranged from 10% to 50%.
These JVs have a substantial business purpose and are governed by
Lennar's conservative operating principles.  They allow Lennar to
strategically acquire land while mitigating land risks and reduce
the supply of land owned by the company.  They help Lennar to
match financing to asset life.  JVs facilitate just-in-time
inventory management.  Nonetheless, Lennar has been substantially
reducing its number of JVs over the last few years (from 270 at
the peak in 2006 to 36 as of Aug. 31, 2012).  As a consequence,
the company has very sharply lowered its JV recourse debt exposure
from $1.76 billion to $66.8 million ($48.2 million net of joint
and several reimbursement agreements with its partners) as of Aug.
31, 2012.  In the future, management will still be involved with
partnerships and JVs, but there will be fewer of them and they
will be larger, on average, than in the past.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow.  In 2010, the company started to rebuild its
lot position and increased land and development spending.  Lennar
spent about $600 million on new land purchases during 2011 and
expended about $225 million on land development during the year.
This compares to roughly $475 million of combined land and
development spending during 2009 and about $704 million in 2010.
During the first three quarters of 2012, Lennar purchased
approximately $757 million of new land and spent roughly $223
million on development expenditures. Fitch expects land and
development spending for 2012 to be 50% or more higher than in
2011.  As a result, Fitch expects Lennar to be moderately cash
flow negative this year.  Fitch is comfortable with this strategy
given the company's cash position, debt maturity schedule and
proven access to the capital markets.

During 2010 the company ramped up its investments in its newest
segment, Rialto Investments.  More recently it has been harvesting
the by-products of its efforts.  This segment provides advisory
services, due-diligence, workout strategies, ongoing asset
management services, and acquires and monetizes distressed loans
and securities portfolios.  (Management has considerable expertise
in this highly specialized business.)

In February 2010, the company acquired indirectly 40% managing
member equity interests in two limited liability companies in
partnership with the FDIC, for approximately $243 million (net of
transaction costs and a $22 million working capital reserve).
Lennar had also invested $69 million in a fund formed under the
Federal government's Public-Private Investment Program (PPIP),
which was focused on acquiring securities backed by real estate
loans.  During the three months ended Aug. 31, 2012, the AB PPIP
fund started unwinding its operations and as a result the company
received $71.5 million in distributions.  As of the end of August,
the carrying value of Lennar's investment was $12.5 million.
Monetization of the remaining securities in the AB PPIP fund is
being finalized and liquidating distributions are expected during
the fourth quarter of 2012.

On Sept. 30, 2010, Rialto completed the acquisitions of
approximately $740 million of distressed real estate assets, in
separate transactions, from three financial institutions.  The
company paid $310 million for these assets, of which $124 million
was funded by a five-year senior unsecured note provided by one of
the selling financial institutions.  Rialto Investments had $594.8
million of debt, of which $111 million is recourse to Lennar.
Rialto provides Lennar with ancillary income as well as a source
of land purchases (either directly or leveraging Rialto's
relationship with owners of distressed assets).  Fitch views this
operation as strategically material to the company's operation,
particularly as housing activity remains at relatively low levels.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.  Negative rating actions could occur if
the early stage of the housing recovery is not sustained and the
company steps up its land and development spending prematurely,
leading to consistent and significant negative quarterly cash flow
from operations and a meaningfully diminished liquidity position
below $700 million.  Positive rating actions may be considered if
the recovery in housing is maintained and is much better than
Fitch's current outlook, Lennar shows continuous improvement in
credit metrics, and maintains a healthy liquidity position.

Fitch currently rates Lennar as follows:

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured debt at 'BB+'.

The Rating Outlook is Stable.


LENNAR CORP: S&P Assigns 'B+' Rating on $350MM Senior Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '4' recovery rating to Lennar Corp.'s proposed offering
of $350 million of senior notes due 2022. "Our '4' recovery rating
indicates our expectation for an average (30%-50%) recovery in
the event of default," S&P said.

"Lennar plans to use proceeds from the offering for working
capital and general corporate purposes, which may include
acquisitions or debt repurchases. From our perspective, the
offering will bolster the company's cash balances, which totaled
roughly $845 million at Aug. 31, 2012. This balance provides
sufficient capital to fund land investment needed to support the
meaningful revenue growth that we expect over the next two years.
The new notes will rank equally with Lennar's other senior
unsecured obligations and will be guaranteed by substantially all
of Lennar's homebuilding subsidiaries for as long as these
subsidiaries guarantee at least $75 million of parent company
obligations. The guarantees can be released under certain
circumstances," S&P said.

"Our ratings on Miami-based Lennar reflect our expectation that
higher sustained revenue growth and improved profitability over
the next 12 to 18 months could result in substantial improvement
in Lennar's EBITDA-based credit measures. In our view, proceeds
from the proposed note offering, along with availability under a
$525 million unsecured revolving credit facility executed in May
2012 ($500 million of which is currently committed) should enable
Lennar to readily finance near term growth. Given our expectations
for community count growth of roughly 20% over the next 18 months
and the continuation of higher absorption trends (which totaled
3.2 homes per month during the third quarter of 2012), we believe
Lennar could potentially increase revenues by 25% in fiscal 2013.
We also believe Lennar's operating margin, which totaled 11.2% for
the third quarter of 2012 (among the highest of its peers), will
continue to strengthen modestly over our forecast period as Lennar
continues to drive more sales from newer, more profitable
communities and leverage its operating platform," S&P said.

"Under our base-line scenario, we expect adjusted debt-to-EBITDA
to approach the high-6x area by the end of 2013, down
substantially from 10x at Aug. 31, 2012. This scenario also
assumes that funded debt (including recourse debt at Rialto) does
not change materially from $4 billion at Aug. 31, 2012, pro forma
for the proposed note offering. The substantial reversal of
Lennar's deferred tax asset allowance (DTA) over the past two
quarters improves balance sheet metrics such as debt-to-total book
capitalization, but perhaps more importantly, provides additional
support for our expectation that Lennar is likely to post
consistent net operating profits over the next two years," S&P
said.

"Our positive outlook acknowledges our expectation that Lennar's
EBITDA-based credit metrics will improve materially over the next
12 to 18 months. We could raise our corporate credit rating to
'BB-' if we think Lennar will continue to post revenue gains in
the high 20% area through 2013, while modestly expanding adjusted
EBITDA margins to about 11%. Under this scenario, we would expect
debt-to-EBITDA to decline to the high-6x area by year-end 2013.
However, we could revise the outlook back to stable if sales
growth is more moderate than we currently expect and key EBITDA-
based credit metrics do not improve to levels more commensurate
with similarly rated industrial peers by the end of 2013. We would
also lower the rating if liquidity weakens significantly in the
absence of a sustainable recovery," S&P said.

Ratings List
Lennar Corp.
Corporate credit rating                B+/Positive/--

New Rating
Lennar Corp.
$350 mil sr nts due 2022               B+
Recovery rating                       4


LIGHTSQUARED INC: Harbinger Opposes Suit by Lenders
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether LightSquared Inc.'s so-called LP lenders can
sue the company's owner Harbinger Capital Partners LLC over
alleged defects in loans and security interests will be the topic
of a hearing now scheduled for Nov. 5 in U.S. Bankruptcy Court in
Manhattan.

According to the report, Harbinger and others filed papers Oct. 17
contending there is no basis for a suit.  The LP lenders are an ad
hoc group that hold $1.08 billion of the $1.7 billion secured
borrowing in October 2010 by LightSquared LP.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.

The Office of the U.S. Trustee has not appointed a statutory
committee of unsecured creditors.


LIGHTSQUARED INC: U.S. Bank and Mast Object to LP Lenders' Motion
-----------------------------------------------------------------
U.S. Bank National Association, as successor agent under
the Credit Agreement dated as of July 1, 2011, among LightSquared
Inc., as borrower, certain subsidiary guarantors, the lenders
party thereto and UBS AG, Stamford Branch, as agent and Mast
Capital Management, LLC, have objected to the motion of the Ad Hoc
Secured Group of LightSquared LP Lenders for entry of an order
granting it standing to prosecute claims on behalf of the estates
of LightSquared, Inc., et al., against the lenders under the Inc.
Credit Agreement.

U.S. Bank and Mast said the Ad Hoc LP Group has not satisfied the
legal prerequisites for derivative standing to be granted, and
that the LP lenders does not have standing even to seek to bring
the majority of the causes of action that it wishes to pursue, and
none of the causes of action it is proposing would result in a
benefit to the Debtors' creditors.  "To the contrary, forcing the
Debtors to incur the expense of litigating these meritless claims
would be a waste of both estate and judicial resources."

In a supplemental objection, U.S. Bank said the LP Lenders' motion
should be denied for the additional reason that the LP lenders
have no direct economic interest in the outcome of these causes of
action, because only creditors of a debtor can benefit from
avoidance actions.

                      Objection of Harbinger

Harbinger Capital Partners LLC and certain of its managed and
affiliated funds and wholly-owned subsidiaries, in their capacity
as the majority equity holders of LightSquared Inc. and holders of
loans made pursuant to that certain Credit Agreement, dated
July 1, 2011, also objected to the LP Lenders' standing motion.
Harbinger also joins in the objection of U.S. Bank and Mast to the
standing motion and the supplemental objection
of U.S. Bank.

"The motion is simply the Ad Hoc Group's latest attempt to gain
leverage in these chapter 11 cases and waste valuable estate
resources by attacking Harbinger with baseless accusations.  To
achieve this goal, the Ad Hoc Group requests standing to bring
uncolorable claims on behalf of the Debtors' estates, including
Debtors of whom the Ad Hoc Group are not even creditors,"
Harbinger stated.

"In addition, Harbinger submits that the Court should also deny
the motion due to the inequitable actions of the Ad Hoc Group in
these cases.  Providing a party derivative standing to bring
claims on behalf of the Debtors' estates is a form of equitable
relief.  The party must be seeking to bring claims that benefit
the Debtors' estates and all of their stakeholders.  This is why
it is most common for derivative standing to be conferred on a
statutory creditors' committee, which is a true fiduciary.  A
party seeking derivative standing, therefore, should not be
seeking to benefit solely itself and should not be acting in a
manner unbefitting to a fiduciary."

                       LightSquared Statement

In connection with the LP Lenders' standing motion, the Debtors
asked the Bankruptcy Court that, in the event the Court is
inclined to grant the LP Lenders' standing motion at this
time, the Court (a) preserve all rights of LightSquared to settle
the claims, (b) either (i) narrowly tailor any further discovery
to minimize the additional costs incurred by the estates or (ii)
postpone the litigation relating to the proposed complaint to the
end of the Chapter 11 Cases when it will be more easily
determinable whether such litigation benefits the estates, and (c)
award such other and further relief as the Court may deem just and
proper.

A copy of the statement of LightSquared regarding the LP Lenders'
standing motion is available at:

          http://bankrupt.com/misc/lightsquared.doc379.pdf

As reported in the TCR on Sept. 19, 2012, the holders of
$1.08 billion in secured debt in LightSquared LP said
LightSquared, Inc., received a faulty $263.8 million loan last
year.

The July 2011 loan should be recharacterized as an equity
investment by Harbinger, which contributed $183.8 million of the
total, the Ad Hoc Secured Group said.  Affiliates committed
fraudulent transfers when they guaranteed the loan without
receiving anything of value in return, the Ad Hoc Secured Group
contended.

The loan, unsecured when it was made, was given security interests
in late August 2011, the Ad Hoc Secured Group said.  The almost
two-month delay in giving liens amounted to a preference the
bankruptcy court can set aside, they said.

The report relates that the lenders said the transactions
"diverted massive value" from other creditors.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.

The Office of the U.S. Trustee has not appointed a statutory
committee of unsecured creditors.




LOST LAKE: Court Dismissed Involuntary Case
-------------------------------------------
Judge Briand D. Lynch dismissed the Chapter 11 case of Lost Lake
Resort LLC in June 2102 due to the failure to comply with a show
cause order.

Creditors of Lost Lake Resort, doing business as Lost Lake RV
Resort and Lost Lake RV Sales, filed an involuntary Chapter 11
petition (Bankr. W.D. Wash. Case No. 11-46596) on Aug. 17, 2011.
John S. Mills, Esq., in Tacoma, serves as counsel.  Creditors who
signed the Chapter 11 petition are Danny E. Lazares, Randy Bishop,
WCEM, Inc., and Michael Stewart.


LPATH INC: To Begin Trading on NASDAQ Capital Market on Oct. 22
---------------------------------------------------------------
Lpath, Inc., has received confirmation that its application to
list the company's common stock on the NASDAQ Capital Market has
been approved by the NASDAQ Stock Market, a unit of the NASDAQ OMX
Group.

Lpath common stock is expected to begin trading on the NASDAQ
Capital Market at the opening of trading on Oct. 22, 2012, under
the ticker symbol, LPTN.

"Our up-listing to the NASDAQ Capital Market represents another
major corporate milestone for Lpath," said Scott Pancoast, the
company's president and chief executive officer.  "We believe a
NASDAQ listing will provide greater visibility in a larger
universe of investors, as well as better liquidity and efficiency
in trading.  Given our progress toward regulatory approval and
commercialization of our novel therapeutics, including enrollment
of our Nexus Phase 2 trial for iSONEP in partnership with Pfizer,
the timing seemed right to raise our profile in the investment
community."

Last month, Lpath initiated dosing in its Nexus Phase 2 trial,
which seeks to determine how its ocular drug iSONEP can best be
used to benefit wet-AMD patients.  Lpath entered into an agreement
with Pfizer (NYSE: PFE) in 2010 that provides Pfizer an exclusive
option for a worldwide license to develop and commercialize
iSONEP.  Lpath and Pfizer have collaborated extensively on design
and goals of the Nexus Phase 2 study.

In addition to iSONEP, Lpath has two other promising drug
candidates advancing toward commercialization: ASONEP, which is
scheduled to begin a Phase 2 trial with Renal Cell Carcinoma
patients around the end of the year; and Lpathomab, which has
demonstrated compelling preclinical results in neuropathic pain
and neurotrauma such as traumatic brain injury (TBI) and spinal
cord injury (SCI).

The neuropathic pain data suggest Lpathomab holds promise as a
long-term treatment for chronic neuropathic pain related to
diabetes and rheumatoid arthritis, two areas of significant unmet
clinical need.  Neurotrauma data published in the American Journal
of Pathology demonstrates Lpathomab can also reduce the severity
of a SCI, and moreover can significantly improve functional
behavioral outcomes in animal models. There are currently no FDA-
approved drugs for the treatment of TBI or SCI.

A description of the Company's common stock is available for free
at http://is.gd/x3ZNmT

                         About Lpath, Inc.

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

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

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


LSP ENERGY: Seeks to Keep Sole Chapter 11 Control Amid Outage
-------------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that LSP
Energy is seeking to keep exclusive control over its Chapter 11
case as it works to close on the sale of its assets and end an
outage that's taken its gas-fired Mississippi power offline.

                         About LSP Energy

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


LUXLAS FUND: S&P Ups Corp. Credit Rating to 'B+' on Debt Reduction
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Canada-
based Luxlas Fund Limited Partnership, including the corporate
credit rating and senior secured debt rating to 'B+' from 'B'.
"The '4' recovery rating on the company's $230 million term loan
remains unchanged, indicating our expectation of average (30%-50%)
recovery in the event of a default. For analytical purposes, we
view Luxlas and its ultimate parent company, Lassonde Industries
Inc. (not rated), and its indirect operating company, Clement
Pappas and Co. Inc. (not rated), as one economic entity," S&P
said.

"The upgrade reflects what we view as the company's improved
financial risk profile stemming from its greater-than-expected
debt reduction and improved credit measures since the acquisition
of U.S.-based shelf-stable, private-label juice company, Clement
Pappas," said Standard & Poor's credit analyst Jean Stout.

"Our ratings on Luxlas also reflect our view of the consolidated
company's narrow business and geographic focus; its participation
in the mature, low-growth and concentrated North American juice
and drink markets; and its exposure to volatile commodity costs,
as well as to negative publicity in the category, including
ingredients," S&P said.

Since August 2011, when Lassonde acquired Clement Pappas for
approximately $410 million, the company has reduced acquisition-
related debt by about $28 million. "This level is significantly
higher than we had previously expected," said Ms. Stout. "As a
result of the debt reduction, Standard & Poor's estimates pro
forma adjusted consolidated total debt to EBITDA was about 3.4x
and funds from operations to total debt was about 18% for the 12
months ended June 30, 2012."

The outlook on Luxlas is stable. "We expect the company's
operating performance and credit ratios will be in line with our
expectations over the next year, including leverage in the 3x area
as cash flow is largely applied to debt," said Ms. Stout.


MAKENA GREAT: Inks Stipulation Extending Cash Collateral Use
------------------------------------------------------------
GAC Storage Lancing LLC, et al., and lender Wells Fargo Bank, N.A.
entered into a stipulation regarding GAC Storage El Monte, LLC's
continued use of cash collateral.  The lender consented to a
further extension of the termination date until Nov. 3, 2012.  El
Monte's use of cash collateral was set to expire on August 2012.

In a separate filing, Debtor GAC Storage Copley Place, LLC and its
prepetition lender Bank of America, N.A., stipulated and agreed to
a second amendment and extension of the cash collateral use from
Aug. 31, 2012 until Oct. 31, 2012.

                    About Makena Great American

GAC Storage Lansing LLC -- which owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois -- filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Jay S.
Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure, Esq.,
at Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor
as counsel.  Robert M, Fishman, Esq., and Gordon E. Gouveia, Esq.,
at Shaw Gussis Fishman Glantz Wolfson, & Towbin LLC, in Chicago,
represents the Debtor as local counsel.  It estimated $1 million
to $10 million in assets and debts.  The petition was signed by
Noam Schwartz, secretary and treasurer of EBM Mgmt Servs, Inc.,
manager of GAC Storage, LLC.

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- a commercial shopping center
developers in Southern California, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago.
Anza leads the way in the acquisition and development of
"A-Location" small commercial shopping centers and corner
properties in Southern California.  Lawyers at Shaw Gussis Fishman
Glantz Wolfson & Towbin, LLC, in Chicago, and Bernstein, Shur,
Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel to the
Debtor.  Makena disclosed $13,938,161 in assets and $17,723,488 in
liabilities.

Other affiliates that sought bankruptcy protection are GAC Storage
Copley Place LLC, GAC Storage El Monte LLC, and San Tan Plaza LLC.
The cases are being jointly administered under lead case no.
11-40944.

At the behest of lender Bank of America, N.A., the Bankruptcy
Court dismissed the Chapter 11 case of San Tan Plaza, as reported
by the Troubled Company Reporter on July 17, 2012.

Anza, Copley and El Monte have filed separate bankruptcy exit
plans.  The Court is slated to consider approval of those plans at
hearings on Sept. 6 and 7, 2012.


MEDIA GENERAL: Incurs $30.3 Million Net Loss in Third Quarter
-------------------------------------------------------------
Media General Inc. reported a net loss of $30.33 million on
$93.75 million of station revenue for the 13 weeks ended Sept. 23,
2012, compared with a net loss of $29.83 million on $66.07 million
of station revenue for the 13 weeks ending Sept. 25, 2011.

The Company reported a net loss of $211.05 million on
$251.06 million of station revenue for the 39 weeks ending Sept.
23, 2012, compared with a net loss of $71.01 million on $202.73
million of station revenue for the 39 weeks ending Sept. 25, 2011.

The Company's balance sheet at Sept. 23, 2012, showed
$773.96 million in total assets, $933.87 million in total
liabilities and a $159.91 million stockholders' deficit.

Marshall N. Morton, president and chief executive officer of Media
General, said, "Operating income was more than four times last
year, mostly driven by a nearly 42% increase in revenues.
Political revenues totaled nearly $20 million and reflected the
strong positions of our television stations in their markets and
the presence of six Media General stations in presidential
battleground states.  Our eight NBC stations generated a record
$15.5 million of revenues from the Summer Olympics, capitalizing
on record viewership for the London games.  Gross time sales,
excluding Political revenues, increased 16.8% in the third
quarter, reflecting growth in several major advertising categories
and the strength of the Olympics advertising."

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

                        http://is.gd/txq1Cg

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company reported a net loss of $74.32 million for the fiscal
year ended Dec. 25, 2011, a net loss of $22.64 million for the
fiscal year ended Dec. 26, 2010, and a net loss of $35.76 million
for the fiscal year ended Dec. 27, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

In the Oct. 10, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its rating on Richmond, Va.-based Media
General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed with positive implications on May 18, 2012.

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


MGM RESORTS: Gets Approval to Develop Gaming Resort in Cotai
------------------------------------------------------------
MGM Resorts International announced that MGM China Holdings
Limited, a 51%-owned subsidiary, has formally accepted a Land
Concession Contract in the form of a lease granted by the Macau
Government to develop a five-star luxury resort and casino in
Cotai, Macau.  The Company has paid the Macau Government the sum
of approximately $56 million as the initial payment of the
contract premium.  The Macau Government will arrange for
publication of the Land Concession Contract in the Official
Gazette of Macau in due course.

With a budget of approximately $2.5 billion, the world-class
resort will include approximately 1,600 hotel rooms, 500 gaming
tables, and 2,500 slots built on an approximately 17.8 acre site.
The resort will feature over 85% gross floor area of non-gaming
offerings, including exciting restaurant, retail and entertainment
offerings.

MGM China Chairman and Executive Director Pansy Ho said: "We are
extremely appreciative of the Macau government for the grant of
the land concession contract and the opportunity to build a
spectacular resort.  Our Cotai property will demonstrate our
continued commitment to contribute to Macau as it develops into an
international tourism and entertainment hub as well as a
convention and meeting destination."

Jim Murren, chairman and chief executive officer of MGM Resorts,
who also serves as Co-Chairman of the Board of MGM China, said:
"This destination resort represents a significant growth
opportunity for MGM China.  The project will fully demonstrate our
strengths in terms of design and branding, quality of service, and
thoughtful diversification of product offerings."

Construction is expected to begin after the publication of the
Land Concession Contract in the Official Gazette of Macau and is
anticipated to take up to 36 months.

                        About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

The Company's balance sheet at June 30, 2012, showed $27.26
billion in total assets, $17.85 billion in total liabilities and
$9.41 billion in total stockholders' equity.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MICROSEMI CORP: S&P Keeps 'BB' Rating on $810MM Term Loan Due 2018
------------------------------------------------------------------
Standard & Poor's Ratings Services corrected its recovery rating
on Aliso Viejo, Calif.-based semiconductor manufacturer Microsemi
Corp.'s $50 million revolver due 2015 by revising it to '2' from
'1' because S&P did not revise it following the recovery report
dated Oct. 4, 2011. "The recovery rating on the revolver is '2',
indicating our expectation of a substantial (70% to 90%) recovery
in the event of default. The issue-level rating on the term loan
is 'BB' (one notch higher than the corporate credit rating)," S&P
said.

The 'BB' issue-level rating and '2' recovery rating on Microsemi
Corp.'s $810 million term loan due 2018 remain unchanged.

RATINGS LIST

Microsemi Corp.
Corporate Credit Rating             BB-/Stable/--

Recovery Rating Revised; Issue Rating Unchanged
                                     To               From
Microsemi Corp.
$50 mil. revolver due 2015          BB
   Recovery Rating                   2                1


MSR RESORT: Five Mile Wants Sale Process Restarted
--------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
a key creditor of a group of bankrupt resorts owned by Paulson &
Co. says that because the Singapore government's investment fund
acted in bad faith in agreeing to purchase the resorts, the entire
sale process should be started anew.

Stewart Bishop at Bankruptcy Law360 reports that a creditor of MSR
Resort Golf Course LLC on Wednesday asked a New York bankruptcy
judge to restart the sales process for MSR's property, saying
Government of Singapore Investment Corp. failed to reveal an anti-
competitive agreement with another company when it offered
$1.5 billion for the property.

Five Mile Capital Partners LLC argues GIC was party to an anti-
competitive arrangement with KSL Capital Partners LLC, which
incentivized KSL not to bid for MSR's assets -- a fact GIC failed
to disclose to the court, Bankruptcy Law360 relates.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MUSCLEPHARM CORP: Settles Securities Suit With Inter-Mountain
-------------------------------------------------------------
Agreement with Inter-Mountain Capital Corp. to resolve Case No:
2:12-cv-00416-PMW initiated by Inter-Mountain against the Company
in the United States District Court for the District of Utah
alleging the breach of contract regarding a warrant and purchase
agreement.  Pursuant to the Agreement, on Oct. 12, 2012, the
Company and Inter-Mountain completed an exchange and retirement of
all of Inter-Mountain's warrants in the Company for 143,000,000
shares of the Company's common stock, par value $0.001.

In late September 2012, the Company issued an aggregate of 502.3
million shares of its common stock to three accredited investors
pursuant to conversions of outstanding warrants to purchase common
stock of the Company.

As a result of these warrant conversions and other extinguishments
of derivative liabilities during the quarter ended Sept. 30, 2012,
MusclePharm Corporation's pro forma adjusted capitalization as of
June 30, 2012, would have reflected a decrease in stockholders'
deficit from approximately $11,417,000 to approximately $5,330,769
and the Company's derivative liabilities as of June 30, 2012,
would have been reduced from approximately $7,909,000 to
approximately $25,000.  All of these stock issuances, warrant
conversions and other extinguishments of derivative liabilities
will be reflected in the Company's financial statements as of
Sept. 30, 2012, and for the three and nine months then ended.

Effective Oct. 15, 2012, the Board of Directors of the Company
determined to suspend indefinitely the Company's stock repurchase
program that was adopted on April 18, 2012.  Under this program,
the Company repurchased 26,431,575 shares of its common stock.

                          About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at Dec.
31, 2011.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.72 million
in total assets, $15.73 million in total liabilities, and a
$11.01 million in total stockholders' deficit.


NAVISTAR INTERNATIONAL: Appoints John Pope to Board of Directors
----------------------------------------------------------------
Navistar International Corporation announced John C. (Jack) Pope,
Chairman of PFI Group, LLC, a financial management firm, has been
appointed to the Company's Board of Directors.  He replaces David
D. Harrison, who elected to retire after serving five years as a
board member.

Mr. Pope's appointment to the board and Harrison's retirement are
effective immediately, maintaining the total number of Navistar
board members at 10, nine of whom are independent.  Mr. Pope will
stand for election at the Company's 2013 Annual Meeting of
Shareholders.

"Jack Pope is a well-respected, deeply experienced business
leader, who will provide our board and management team with new
insights and perspectives as we continue to implement our strategy
and the necessary actions to turn the company's performance around
and drive long-term profitability and shareholder value," said
Lewis Campbell, Navistar's chairman and chief executive officer.
"I also want to thank David Harrison for his many contributions
and five years of dedicated service to Navistar."

Mr. Pope's appointment to the Board is in addition to the recently
announced appointments of Vincent J. Intrieri, Mark H. Rachesky
and a third director to be designated and mutually agreed upon by
Icahn Partners and MHR Fund Management.

As a director of the Company, Mr. Pope will receive compensation
as a non-employee director in accordance with the Company's non-
employee director compensation practices.  This compensation
generally consists of an annual retainer in the amount of $120,000
($20,000 which is to be paid in the form of restricted stock) and
an annual stock option grant of 5,000 options.  The initial cash
and stock award to be received by Mr. Pope will be pro-rated
accordingly.

Mr. Pope has served as a director at Waste Management, Inc., since
1997 and was non-executive chairman from 2004 to 2011.  He served
as chairman of the board of MotivePower Industries, Inc., a
manufacturer and remanufacturer of locomotives and locomotive
components, from December 1995 to November 1999.  Mr. Pope was
president and chief operating officer and a member of the board of
directors of United Airlines and UAL Corporation until it was
purchased by its employees in July 1994.  He joined United
Airlines and UAL Corporation in January 1988 as executive vice
president, chief financial officer, and a member of the board.
Prior to joining United, Mr. Pope spent 11 years with American
Airlines and its parent, AMR Corporation, serving as Senior Vice
President of Finance, Chief Financial Officer and Treasurer.  In
addition to Waste Management, Pope currently serves on the boards
of Con-way, Inc., Dollar Thrifty Automotive Group, Kraft Foods
Group, and R.R. Donnelley & Sons Company.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2012, showed
$11.14 billion in total assets, $11.50 billion in total
liabilities, and a $363 million total stockholders' deficit.

                           *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

In the Sept. 19, 2012, edition of the TCR, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'CCC' from 'B-'.  The rating Outlook is
Negative.  The rating downgrades and Negative Rating Outlook
reflect the company's heightened liquidity risk and negative
manufacturing free cash flow (FCF) which could continue into 2013.


NBTY INC: S&P Gives 'B-' Rating on $550MM Senior Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Ronkonkoma, N.Y.-based NBTY Inc.'s $550
million of senior unsecured notes, which were originally launched
in the amount of $500 million. The notes are issued by NBTY's
holding company, Alphabet Holding Co. Inc. "We assigned the notes
our issue-level rating of 'B-' (two notches lower than the 'B+'
corporate credit rating on the company) with a recovery rating of
'6', indicating our expectation for negligible (0% to 10%)
recovery for lenders in the event of a payment default. The net
proceeds of the notes will fund a $750 million investor dividend,
the remainder of which will be funded with cash from the balance
sheet. This largely debt-financed dividend will not, in our view,
result in any material change to credit metrics as the company's
operating performance continues to improve," S&P said.

The corporate credit rating on NBTY is 'B+' and the rating outlook
is stable. The rating reflects S&P's assessment of the company's
financial risk profile as "aggressive" and its business risk
profile as "fair."

RATINGS LIST
NBTY Inc.
Corporate credit rating          B+/Stable/--

Ratings Assigned
Alphabet Holding Co. Inc.
Senior unsecured
  $550 mil. notes                 B-
    Recovery rating               6


NEW ENGLAND BUILDING: Can Use TD Bank Cash Collateral Thru Nov. 10
------------------------------------------------------------------
The Bankruptcy Court has extended New England Building Materials
LLC's financing from TD Bank, N.A., and cash collateral authority
to and including Nov. 10, 2012.

Under the cash collateral order, the Debtor and TD Bank agree that
the Maximum Revolving Credit Amount will be set at $850,000 and
that the Debtor will have access to additional overline advances
in an amount not to exceed $150,000 (provided that, in no event
will overline advances be permitted if such advances would cause
the total amount outstanding to exceed the Borrowing Base).

A copy of the cash collateral budget is available for free at:

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

                    About New England Building

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

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

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

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


NEW ENGLAND BUILDING: Committee Wants Chapter 11 Trustee Appointed
------------------------------------------------------------------
The official committee of unsecured creditors of New England
Building Materials, LLC, asks the Bankruptcy Court to enter an
order appointing a Chapter 11 Trustee.

The Committee submits that "cause" exists for appointment of a
trustee in the Debtor's case for these reasons:

    (a) The Debtor's current management has grossly mismanaged the
        Debtor's affairs, accumulating an operating loss of more
        than $2.6 million in the first six and a half months of
        this case;

    (b) The Plan proposes to liquidate, rather than rehabilitate,
        the Debtor;

    (c) The Plan is designed to benefit the Debtor's insiders at
        the expense of the Debtor's creditors, and thus the Plan
        is unconfirmable under section 1129(a) of the Bankruptcy
        Code; and

    (d) The Debtor has failed to comply with various Court orders
        during this case.

                    About New England Building

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

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

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

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


NORTH AMERICAN SPECIALTY: Grey Mountain Acquires Assets
-------------------------------------------------------
Grey Mountain Partners has acquired the assets of North American
Specialty Glass out of Chapter 7 Bankruptcy.  Headquartered in
Trumbauersville, Pennsylvania, NASG is one of the largest safety
and security glass producers in the United States, serving
customers worldwide with high-performance transparency systems for
transportation, architectural, military and other specialty end-
use applications.  Additionally, NASG is an industry leader in the
development of glass and polycarbonate laminate technology.

Tom Ryan, CEO of Consolidated Glass Holdings, an affiliate of Grey
Mountain Partners, said, "With a commitment to customer service
and quality products, NASG has a reputation for providing
consistently superior laminated glazing systems and components.

At CGH, our goal is to bring long-term sustainability to NASG by
running a first-class operation and leveraging our other glass
fabrication businesses to expand the scope of our offering.  We
welcome NASG's talented management team, and we look forward to
immediately reopening the business and working with customers to
satisfy their needs."

"We are thrilled to partner with Grey Mountain and CGH," said Ted
Jenny, President of NASG.  "This acquisition and injection of
additional capital saved nearly 100 jobs and will allow us to
rapidly return to production.  We greatly appreciate the continued
support of all of our customers through this process.  The NASG
team is motivated and ready to provide our customers with an even
higher level of service and quality products."

Beth Lesniak, Vice President of Grey Mountain, said, "With a well-
capitalized balance sheet, NASG will be stronger than ever and is
poised for tremendous growth.  The unique capabilities of NASG
will further differentiate and add value to our investments in the
glass fabrication space."

                        ABOUT Grey Mountain

Grey Mountain Partners -- http://www.greymountain.com/-- is a
Boulder, Colorado-based private equity firm that focuses on
partnering with management to create lasting value through
operational improvements and buy and build strategies in
fragmented markets.  Grey Mountain invests in lower middle-market
companies across a wide range of industries.

                  About North American Specialty

North American Specialty Glass -- http://www.naspecialtyglass.com/
-- has nearly 50 years of operating experience in the glass
fabrication industry, with capabilities including cutting,
bending, tempering and laminating.  NASG also has advanced framing
capabilities, making it one of the only fully integrated suppliers
of safety glazing systems to end markets such as the railway
industry.


NORTHCORE TECHNOLOGIES: Christopher Bulger Named Board Chairman
---------------------------------------------------------------
Northcore Technologies Inc. appointed Christopher Bulger to the
role of Chairman of the Board of Directors.

Mr. Bulger will be replacing outgoing Chair Paul Godin.  Mr.
Bulger is a long time director of Northcore and has led a number
of key corporate initiatives such as the acquisition of Envision
Online Media Inc.

"The team would like to thank Paul for his contributions to the
progress that the Company has made during his tenure as Chairman.
We wish him well in his future endeavors," said Amit Monga, CEO of
Northcore Technologies.  "We are pleased to welcome Chris as our
Chair.  He has played a crucial role in many of the Company's most
important initiatives and we expect he will increase his
contribution in this new capacity."

                   About Northcore Technologies

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.

The Company's balance sheet at June 30, 2012, showed
C$3.49 million in total assets, C$852,000 in total liabilities,
and C$2.64 million in shareholders' equity.


NORTHCORE TECHNOLOGIES: Launches New Customer Web Platform
----------------------------------------------------------
Northcore Technologies Inc. launched a new customer web
destination through its portfolio company Envision Online Media
Inc.

As previously announced, Northcore has acquired Envision, an
Ottawa based software development company.  Envision has been one
of the most respected boutique solutions providers in the National
Capital Area for over a decade and brings a complementary product
and skill set to Northcore.

The customer, Coalition of Community Health and Resource Centres
of Ottawa is a network of multi-service, community-based health
and resource centres that recognizes the importance of responding
to the diversity of needs within local communities and pays
particular attention to those members of the community who are
most vulnerable and at risk.  The new web presence provides a
valuable reference tool for individuals who require access to the
many important resources provided by the centres.  The Web site
and more information can be found at www.coalitionottawa.ca.

"Congratulations to the team at Envision for another on time
project delivery to a satisfied customer," said Amit Monga, CEO of
Northcore Technologies.  "The Coalition of Community Health and
Resource Centres of Ottawa is a fantastic organization and we are
pleased to welcome them to our list of valued clients."

Further disclosure on Envision's portfolio and capabilities can be
found on their web presence located at www.envisiononline.ca.

                   About Northcore Technologies

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.

The Company's balance sheet at June 30, 2012, showed
C$3.49 million in total assets, C$852,000 in total liabilities,
and C$2.64 million in shareholders' equity.


OMNICOMM SYSTEMS: Thomas Vickers Succeeds Ronald Linares as CFO
---------------------------------------------------------------
Ronald T. Linares resigned as Chief Financial Officer and
Executive Vice President of Finance and HR of Omnicomm Systems,
Inc.  His resignation is not due to a disagreement with the
Company on any matter relating to its operations, policies or
practices, including with regard to the accuracy of its financial
statements.

Thomas E Vickers, 49, has been designated by the Board of
Directors to serve as the Company's Chief Financial Officer
effective Oct. 16, 2012.  Mr. Vickers was Vice President of
Finance for the company and joined OmniComm in October 2011.
Prior to joining OmniComm, Mr. Vickers was with Ocwen Financial
Corporation, where he served as Director, Servicing Operations and
Director & Controller.  Mr. Vickers has undergraduate degrees in
Finance and Accounting and a Master of Taxation from Florida
Atlantic University, an MBA from the University of Miami and is a
Chartered Financial Analyst Charterholder.

                      About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm reported a net loss of $3.52 million in 2011, compared
with a net loss of $3.13 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.76 million
in total assets, $26.76 million in total liabilities and a $22.99
million total shareholders' deficit.

"The ability of the Company to continue in existence is dependent
on its having sufficient financial resources to bring products and
services to market for marketplace acceptance.  As a result of our
historical operating losses, negative cash flows and accumulated
deficits for the period ending June 30, 2012 there is substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in the Form 10-Q for the period ended June 30,
2012.


OTERO COUNTY: OK'd to Close Exit Financing and Satisfy LOC Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Mexico
authorized Otero County Hospital Association, Inc., to:

   i) close the exit financing;

  ii) satisfy the Class 2 ? Letter of Credit Claims; and

iii) approve Effective Date notices, each in accordance with the
      terms of the Plan.

The Court also ordered that all payments made to the Letter of
Credit lender, will:

   -- be deemed to have been made for equivalent value and fair
      consideration;

   -- be irrevocable and not be subject to avoidance or other form
      of disgorgement; and

   -- not constitute property of the estate of the Debtor in the
      event that the Debtor was to commence a new bankruptcy case
      under the Bankruptcy Code after the Effective Date.

Upon the closing of the exit financing, the Effective Date will be
deemed for all purposes to have occurred immediately prior to the
closing, the exit financing documents will be deemed for all
purposes to have been executed and delivered by the Otero County
Hospital Association immediately after the Effective Date.

                    About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  Otero County Hospital Association also does
business as Mountain View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, U.S. Trustee for Region 20, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Gardere Wynne Sewell LLP serves as the
Committee's counsel.  The Committee tapped James Morell of JCM
Advisors, LLC, as healthcare management consultant.

The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.

No trustee or examiner has been requested or appointed in the
Chapter 11 Case.

The Debtor's Third Amended Plan of Reorganization dated June 20,
2012, provides that the Plan will resolve the Trust Personal
Injury Claims on a consensual basis; resolve all issues between
the Debtor and Quorum Health Resources, LLC well as the Debtor and
Nautilus Insurance Company on a consensual basis; satisfy the
claims of Bank of America in full; provide for the payment of
trade and other unsecured creditors in full; and allow the Debtor
to emerge from chapter 11 in a strong position and with the
ability to satisfy the medical needs of Otero County.

The Plan contemplates that the Debtor will obtain Exit Financing
to the extent necessary to satisfy the claims of its primary
secured creditor, Bank of America, and provide the Debtor with
sufficient capital to meet its other obligations under the Plan
and continue its normal operations.


PATRIOT COAL: Retirees May Seek Claims vs. Peabody, Arch Coal
-------------------------------------------------------------
Tiffany Kary and Sonja Elmquist at Bloomberg News report that
retired coal miners may seek to bring claims against Peabody
Energy Corp. and Arch Coal Inc. if bankrupt Patriot Coal Corp.
won't cover what it has called $1.3 billion in "unsustainable"
medical benefits.

According to the report, a group of 16 retirees, representing
about 10,000 retirees whose benefits are being paid by Patriot,
traveled from West Virginia to meet with company officials,
Patriot's creditors' committee and the U.S. Trustee Oct. 18 in New
York.  The former miners say they worked for predecessor companies
Peabody or Arch, not Patriot.  "We want to make sure other
creditors, the court and the public know that Peabody and Arch are
responsible for the obligations they made to the miners," Atty.
Arthur Traynor, a lawyer for the group, said by phone before the
meeting.  "They are responsible as well for Patriot's financial
condition."  Peabody spun off Patriot in 2007. The following year,
Patriot bought Magnum Coal Co., which had acquired three Arch
units in 2005.

"Patriot was a viable company when it was spun off in 2007, and
substantial events inside and outside Patriot's control
significantly altered its future," Vic Svec, a Peabody spokesman,
said in an e-mail Oct. 19.  He cited Patriot's Magnum acquisition,
a drop in coal demand and increased regulation.

                           Union Seats

The report relates that miners are represented in the bankruptcy
through two of seven seats on a creditors' committee -- one for
the United Mine Workers of America, which represents about 42% of
Patriot's 4,000 employees, and one for the union's 1974 Pension
Plan and Trust, which pays benefits to one working miner for every
10 pensioners, according to court papers.

Under bankruptcy law, claims can be made against corporate
predecessors if a "fraudulent conveyance," or transfer of money
with the intent to hurt creditors, can be proven.

It's unclear whether Peabody and Arch could be held liable, given
that creditors would have to prove in court that a fraudulent
conveyance occurred, said Chris Haberlin, an analyst at Richmond,
Virginia-based Davenport & Co.  A public spinoff of a coal company
hasn't resulted in bankruptcy recently, leaving Patriot without a
precedent, he said.  "This type of situation has not arisen
before," Mr. Haberlin said in a phone interview.

                        Miners' Questions

The report notes that Patriot was unable to answer several of the
miners' questions at Oct. 18 meeting, including what the company
has done to probe Peabody's potential responsibility for its
financial situation, and why Peabody currently pays some retiree
obligations and not others, said Jamie Horwitz, a spokesman for
the miners.

The need to address labor and retiree obligations is one reason
why Patriot wants the deadline to file a bankruptcy plan extended
to May 5 from Nov. 6, the company said in court papers filed Oct.
18.  Patriot is expected to propose how it might continue to meet
any obligations to the retirees after U.S. Bankruptcy Judge
Shelley Chapman in Manhattan rules on whether the case should be
sent to West Virginia, Traynor said.  Patriot's proposal will help
determine what kind of claims the group of retirees tries to make
against Peabody or Arch, he said.

                      Creditors Meeting

Steve James and Nick Brown at Thomson Reuters News & Insight
report that a delegation from West Virginia and Ohio attended a
creditors' meeting to quiz Patriot Coal over miners' concerns they
will lose health coverage.  Bankruptcy laws allow companies to
alter terms of employee healthcare and retirement benefits.

The report relates Patriot Coal was spun-off from Peabody five
years ago and later acquired an Arch Coal business.

According to the report, the United Mine Workers of America union
is represented on the Patriot creditors' committee and bused about
a dozen members into New York City to express their concerns to
Patriot executives and lawyers.  UMWA spokesman Phil Smith said
the meeting, while not a formal court hearing, was an
informational session convened by the U.S. trustee, who oversees
the bankruptcy process.  The miners were not under oath.

The report notes, at the meeting, several union members questioned
whether Patriot will push to hold Peabody responsible.  "What will
Patriot do to make Peabody honor its commitment to my healthcare?"
said Larry Knisell, who said he was taking several medications
totaling 23 pills per day, while his wife needs treatment twice a
week for fibromyalgia.

The report notes Mark Schroeder, Patriot's chief financial
officer, said Patriot would consider whether it may have claims
against "other entities."

According to the report, the union's Smith said Patriot has
declared its health-care obligations for 10,000 retirees
"unsustainable."  Union lawyer Art Traynor said the company's
primary reason for the Chapter 11 bankruptcy filing was to reduce
costs associated with mining and the company had estimated total
aggregate health care and pension costs at $1.3 billion.

According to the report, Peabody spokesman Vic Svec said in an
email to Reuters: "Contrary to UMWA claims, a Peabody subsidiary
assumed the obligation to pay more than $600 million in healthcare
liabilities for certain retirees of Patriot subsidiaries as part
of the spinoff.

The report notes that in a filing with the Securities and Exchange
Commission in the summer, Arch listed potential obligations of
about $64 million due to contracts acquired by its Magnum
subsidiary, which was bought by Patriot.

The report notes an Arch Coal spokeswoman, Kim Link, told Reuters
that if Patriot does not emerge from bankruptcy, "Arch Coal could
be responsible for medical benefits for a small subset of UMWA
represented individuals who had retired as of September 1994."

                        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: Dec. 14, 2012 Deadline for Proofs of Claim Set
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established Dec. 14, 2012, at 5:00 p.m. (prevailing Eastern Time)
as the General Bar Date for the filing of proofs of claim in the
Chapter 11 cases Patriot Coal Corporation, et al.  The
governmental bar date is Jan. 21, 2013, at 5:00 p.m. (prevailing
Eastern Time).  Bank of America, N.A., as agent for the
prepetition lenders, will have the right (but not the duty) to
file in the Debtors' lead Chapter 11 case a single, master proof
of claim against each of the Debtors.

                        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.


PENN TREATY: Former Chairman Appointed to Board
-----------------------------------------------
The Board of Directors of Penn Treaty American Corporation elected
Gary Hindes to the Board of Directors.  Mr. Hindes will serve on
the Investment Committee and Compensation Committee.  Mr. Hindes
is a former director and Chairman of the Board and has voting
power over 9.95% of the Company's outstanding common stock.

                     About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On Oct. 2, 2009, the Insurance Commissioner of the Commonwealth of
Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PEREGRINE FINANCIAL: Great American to Liquidate Wasendorf Assets
-----------------------------------------------------------------
A 1957 Ford Thunderbird, all-terrain vehicles, a 3,400-bottle wine
collection and an extensive collection of sports memorabilia are
just some of the more eclectic assets formerly owned by Russell
Wasendorf, Sr. that are being prepared for liquidation by Great
American Group, Inc..

Great American Group was selected by court-appointed receiver,
Chicago-based attorney Michael Eidelman, to sell Wasendorf's
personal assets.  Wasendorf, who served as CEO of Peregrine
Financial Group (PFG), recently pleaded guilty to embezzling $200
million from investors.  PFG filed for Chapter 7 bankruptcy
liquidation in July.

According to Peter Wyke, senior vice president for Great American
Group's wholesale and industrial division, proceeds from the
liquidation will be used to repay investors for part of their
losses.

"Basically, any tangible personal property assets, product
inventories or fixed assets either owned by Wasendorf or any
Wasendorf entity will be sold as part of the liquidation," he
said.  "We're already receiving interest in many of the assets,
including those at the myVerona restaurant, which was owned by
Wasendorf, and within the CEO's former residence."

Some of Wasendorf's personal possessions for sale include
autographed football jerseys from former St. Louis Rams and
Arizona Cardinals quarterback Kurt Warner, ex-San Francisco 49ers
quarterback Joe Montana and a signed Super Bowl XX jersey from the
Chicago Bears' William "Refrigerator" Perry.  These and many other
items will be sold during a live webcast auction scheduled to
begin at 10 a.m. Dec. 5 at the former PFG headquarters building at
1 Peregrine Way.

Auction items may be inspected from 10 a.m. - 4 p.m. (CST) at the
following three locations in Cedar Falls, Iowa:

-- myVerona Restaurant, 419 Main St.

-- Corporate Offices, 8100 Beaver Hills Dr.

-- Warehouse, 5729 Westminster Dr.

For more detailed information, visit the Great American Group
auction webpage at
http://www.greatamerican.com/auctions/AuctionEventDetails.aspx?Eve
ntID=680 or contact Peter Wyke at (818) 884-3737 or by e-mail at
pwyke@greatamerican.com

                 About Great American Group Inc.

Great American Group -- http://www.greatamerican.com/ -- is a
leading provider of asset disposition and auction solutions,
advisory and valuation services, capital investment, and real
estate advisory services for an extensive array of companies.  A
trusted strategic partner at every stage of the business
lifecycle, Great American Group efficiently deploys resources with
sector expertise to assist companies, lenders, capital providers,
private equity investors and professional service firms in
maximizing the value of their assets.  The company has in-depth
experience within the retail, industrial, real estate, healthcare,
energy and technology industries.  The corporate headquarters is
located in Woodland Hills, Calif. with additional offices in
Atlanta, Boston, Charlotte, N.C., Chicago, Dallas, New York, San
Francisco and London.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PEREGRINE FINANCIAL: Customers Espouse Theory to Avoid Losses
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that six customers of Peregrine Financial Group Inc., the
liquidating commodity broker, filed a lawsuit that would pay them
ahead of other creditors, if the theory holds up with the U.S.
Bankruptcy Court in Chicago.

The six customers, composed of two companies and four individuals,
contend they were told by Foremost Trading LLC, a so-called
introducing broker, that their cash deposits would be held in
separate bank accounts where Peregrine would only have access as
security for loans to facilitate trading.

The report relates that the customers, including Secure Leverage
Group Inc. and Treasure Island Coins Inc., contend that the
deposits didn't become Peregrine property.  They argue Peregrine
at most had a security interest in the accounts.  The customers'
complaint asks the bankruptcy judge to declare that property in
the accounts is theirs and not Peregrine's.  They also want a
declaration that the deposits were held in trust so money won't be
shared with other customers.

                     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: Can Obtain Up to $500,000 in DIP Loans
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
granted Piccadilly Restaurants, LLC, et al., interim authority to
obtain post-petition financing in the initial amount $500,000 from
Atalaya Special Opportunities Fund IV LP (Tranche B), and other
DIP Lenders, secured by superpriority priming liens on and
security interests in all of the assets of the Debtors, pursuant
to the stipulation by and among the Debtors, Atalaya
Administrative LLC, as DIP Agent, and the DIP Lenders.

Subject to to the DIP Lenders' reasonable review to determine
whether the Debtors have a need for additional interim DIP
financing, the DIP Lender will be authorized to extend a $700,000
Supplemental DIP Loan, less any applicable fees payable to the DIP
Lender, to the Debtors.

A non-refundable commitment fee of 2% of each Initial DIP Loan or
Subsequent DIP Loan extended to the Debtors will be charged.  The
Borrowers will also pay to the DIP Agent an agent fee of $10,000
upon extension of the Initial DIP Loan, and $10,000 upon the
extension of each Supplemental DIP Loan, provided that: (i) the
aggregate amount of Agent Fees payable to the DIP Lenders prior to
the Final DIP Hearing Date will not exceed $60,000; and (ii) once
the total amount of Initial DIP Loans and Supplemental DIP Loans
extended to the Debtors exceeds $2,000,000, the full $60,000 Agent
Fee will be payable to the DIP Agent.

Interest on the DIP Loans will accrue at an interest rate of 10%
p.a.  All DIP Obligations will be immediately due and payable in
cash on the Termination Date, which will mean the earliest to
occur of (i) Sept. 11, 2013, (ii) the effective date of a plan of
reorganization confirmed in the cases, (iii) Sept. 17, 2012, if
the Interim Order has not been entered on or before that date,
(iv) the Final DIP Hearing Date, if the Final Order has not
been entered on or before that date, (v) the date on which any DIP
Order is reversed, modified, invalidated or amended in any respect
unless agreed to in advance by the Required DIP Lenders, and (vi)
the date on which an Event of Default occurs.

As of the Filing Date, the principal amount of loans, advances and
other indebtedness owed by the Borrowers under and pursuant to the
Pre-Petition Credit Agreement was approximately $22.8 million
(plus an additional approximately $2.9 million of outstanding
letters of credit).

A hearing to consider final and permanent approval of the motion
for up to $3,000,000 in DIP Loans will be held before the
Bankruptcy Court on Oct. 23, 2012, at 10:00 a.m.

                   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.




PICCADILLY RESTAURANTS: Can Hire Gordon Arata as Counsel
--------------------------------------------------------
The Bankruptcy Court has authorized Piccadilly Restaurants, LLC,
and its affiliates to employ Gordon, Arata, McCollam, Duplantis &
Eagan, LLC, as their bankruptcy counsel to give the Debtors legal
advice with respect to their powers and duties as debtor-in-
possession in the continued operation of the Debtors' businesses
and management of the Debtors' property and to perform all legal
services for the debtor-in-possession which may be necessary.

Gordon Arata has received in trust a $200,000 retainer designed to
secure the payment of services performed and reimbursement of
expenses incurred by the firm for services rendered on and after
the Petition Date.

Prior to the Petition Date, Gordon Arata was paid $593,336.35 for
their fees and expenses in the ordinary course of business during
the prior 18 months.  Fees for services rendered through Sept. 9,
2012 (except for a small amount for time which was not finalized
prior to billing) have been paid.  Some work was done between
Sept. 9, 2012 and the petition date prior to filing and the
retainer is intended to provide for payment of any fees and costs
incurred on the petition date but prior to filing.  This work
directly related to the filing of the bankruptcy cases and the
finalization of motions to be filed as "First Day" motions.

To the best of the Debtors' knowledge, Gordon Arata is
disinterested and holds no claim or interest adverse to the
estate.

The firm may be reached at:

          Louis M. Phillips, Esq.
          Peter A. Kopfinger, Esq.
          Ryan J. Richmond, Esq.
          Elizabeth A. Spurgeon, Esq.
          GORDON, ARATA, McCOLLAM, DUPLANTIS & EAGAN, LLC
          One American Place
          301 Main Street, Suite 1600
          Baton Rouge, LA 70801-1916
          Telephone: (225) 381-9643
          Facsimile: (225) 336-9763
          Email: pkopfinger@gordonarata.com

               - and -

          Courtney Lauer, Esq.
          GORDON, ARATA, McCOLLAM, DUPLANTIS & EAGAN, LLC
          1980 Post Oak Blvd., Suite 1800
          Houston, TX 77056
          Telephone: (713) 333-5500
          Facsimile: (713) 333-5501
          Email: clauer@gordonarata.com

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 Gordon, Arata,
McCollam, Duplantis & Eagan, LLC, 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
Debtor's' 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.


PLANDAI BIOTECHNOLOGY: Recurring Losses Cue Going Concern Doubt
---------------------------------------------------------------
Plandai Biotechnology, Inc., filed its annual report on Form 10-K
for the fiscal year ended June 30, 2012.

Michael F. Cronin CPA expressed substantial doubt about Plandai's
ability to continue as a going concern.  Mr. Cronin noted that the
Company has incurred a $3.7 million loss from operations. consumed
$700,000 of cash due to its operating activities, and may not have
adequate readily available resources to fund operations through
June 30, 2013.

The Company reported a net loss of $3.7 million on $nil revenue in
fiscal 2012 compared with a net loss of $69,980 on $nil revenue in
fiscal 2011.  "Our total expenses for the fiscal year ended
June 30, 2012, was $3,848,759 compared to $137,533 in the prior
year.  Of the current year amount, $2,977,700 resulted from
recording the fair value of stock issued for services previously
rendered.  In addition, operations in the prior year were limited
as the Company was just commencing operations."

The Company's balance sheet at June 30, 2012, showed $6.0 million
in total assets, $6.3 million in total liabilities, and a
stockholders' deficit of $289,535.

A copy of the Form 10-K is available at http://is.gd/vCWvFA

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.




PREMIER DENTAL: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Orange, Calif.-based
Premier Dental Services Inc. and its Western Dental Services Inc.
subsidiary its 'B' corporate credit rating. The rating outlook is
stable.

"At the same time, we assigned Premier's proposed $275 million
secured term loan and $25 million revolving credit facility our
'B' credit rating (the same as the corporate credit rating) with a
recovery rating of '3', indicating our expectation for meaningful
(50% to 70%) recovery of principal in the event of payment
default," S&P said.

"Our rating on Premier Dental Services Inc. reflects its
'vulnerable' business risk profile (according to our criteria),
characterized by Premier's narrow business focus, geographic
concentration, and unfavorable payor mix relative to other U.S.
dental service providers," said Standard & Poor's credit analyst
Gail Hessol.

"Pro forma lease-adjusted debt to EBITDA for the 12 months ended
June 30, 2012, is 5.2x. We expect leverage to decline below 5x
within about two years and we expect funds from operations (FFO)
to debt to be about 15% at the end of 2013, consistent with a
'highly leveraged' financial risk profile. Premier and its
affiliates operate 172 dental offices in four Southwestern
states," S&P said.

"We believe Premier will continue to open new dental care centers
at a measured pace that can be financed internally. We expect new
and maturing offices to result in low-single-digit annual revenue
growth over the medium term, with generally flat same-store
revenues. The addition of orthodontics to nearly all centers,
which supported same-store growth in recent quarters, is
substantially complete. Our base-case forecast for the 2012 EBITDA
margin (excluding the effects of lease capitalization) is
approximately 13.5% to 14%, compared with 13.2% in 2011. Over the
medium term, we expect the EBITDA margin to fluctuate within a
range of about 12.5% to 14.5%, similar to Premier's historical
experience," S&P said.

"Premier has a 'vulnerable' business risk profile, in our opinion,
notwithstanding its sizable network of 172 centers that offer
general and specialty dental services in California, Arizona,
Texas, and Nevada. This is, in part, because the $110 billion U.S.
dental practice industry is extremely fragmented and highly
competitive with low barriers to entry. Treatment volume,
especially for more discretionary services such as orthodontics,
and patient financial capacity have exhibited some sensitivity to
economic conditions. The availability of financing for patients
also influences demand, especially from Premier's customer base,"
S&P said.


PREMIER PAVING: Can Use Wells Fargo Cash Collateral Through Nov. 1
------------------------------------------------------------------
The Bankruptcy Court has approved a stipulation between Premier
Paving Inc. and Wells Fargo on the Debtor's use of the bank's cash
collateral through Nov. 1, 2012.

As adequate protection for the Debtor's use of cash collateral:

     a. The Debtor will continue to provide such party with a
        replacement lien on all inventory, equipment, accounts and
        general intangibles generated by the Debtor post-petition
        to the extent that the use of cash collateral results in a
        decrease in the value of the secured party's interest in
        the property;

     b. The Debtor will continue to maintain adequate insurance
        coverage on all personal property assets and adequately
        insure against any potential loss;

     c. The Debtor will continue to provide weekly reports to
        Wells Fargo, in addition to all periodic reports and
        information filed with the Bankruptcy Court, including
        debtor-in-possession reports;

     d. The Debtor will only expend cash collateral pursuant to
        the Budget subject to reasonable fluctuation that results
        in a change of no more than 15% in net cash flow per
        month;

     e. The Debtor will pay all post-petition taxes;

     f. The Debtor will retain in good repair all collateral in
        which such party has an interest; and

     g. The Debtor will pay Wells Fargo $25,000 per month with the
        first payment having been due on June 30, 2012.

A copy of the cash collateral budget is available for free at:

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

                       About Premier Paving

Denver, Colorado-based Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

The Official Unsecured Creditors Committee is represented by
Onsager, Staelin & Guyerson, LLC.


PREMIER PAVING: Wants Control of Case Through January
-----------------------------------------------------
Premier Paving Inc. asks the Bankruptcy Court to extend the period
within which it has the exclusive right to propose a plan of
reorganization through November 1, 2012, and the period within
which it has the exclusive right to solicit acceptances of the
plan through January 3, 2013.

The Debtor said it is currently developing a reorganization plan
and preparing a disclosure statement.  The Debtor is working with
Wells Fargo, its primary secured creditor, in the development of
the plan.  The Debtor will also be working with counsel for the
Unsecured Creditors Committee about the proposed plan.  The Debtor
hopes to eliminate, or at least reduce, the level of litigation
over the plan as filed with the Court, ultimately reducing the
time and expenses associated with the Plan confirmation process.

                       About Premier Paving

Denver, Colorado-based Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

The Official Unsecured Creditors Committee is represented by
Onsager, Staelin & Guyerson, LLC.


PRESSURE BIOSCIENCES: Clayton Struve Discloses 9.9% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Clayton A. Struve and CSS, LLC, disclosed that, as of
April 5, 2012, they beneficially own 1,051,644 shares of common
stock of Pressure BioSciences, Inc., representing 9.9% equity
stake based on 10,636,727 shares of the Company's common stock
issued and outstanding as reported in the Company's quarterly
report on Form 10-Q/A, filed with the SEC on Sept. 10, 2012.  A
copy of the filing is available for free at http://is.gd/93g7qw

                     About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

As reported in the TCR on March 2, 2012, Marcum LLP, in Boston,
Massachusetts, expressed substantial doubt about Pressure
Biosciences' 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 had recurring net
losses and continues to experience negative cash flows from
operations.

The Company's balance sheet at June 30, 2012, showed $1.79 million
in total assets, $2.60 million in total liabilities and a $811,955
total stockholders' deficit.


RED MOUNTAIN: Had $3.7-Mil. Net Loss in August 31 Quarter
---------------------------------------------------------
Red Mountain Resources, Inc., reported a net loss of $3.7 million
on $1.3 million of oil and natural gas sales for the three months
ended Aug. 31, 2012, compared with a net loss of $2.7 million on
$1.1 million of oil and gas sales for the three months ended
Aug. 31, 2011.

The Company's balance sheet at Aug. 31, 2012, showed $38.2 million
in total assets, $17.5 million in total liabilities, and
stockholders' equity of $20.7 million.

"At Aug. 31, 2012, the outstanding principal amount of the
Company?s debt was $10.5 million, net of an aggregate discount of
$1.3 million, and the Company had a working capital deficit of
$13.0 million.  Of the outstanding debt, $4.0 million is due
Nov. 16, 2012, under a senior secured promissory note payable to
Hyman Belzberg, William Belzberg and Caddo Management, Inc., and
an aggregate of $4.0 million is due on demand under a line of
credit and promissory note with First State Bank of Lonoke.  The
Company currently does not have sufficient funds to repay these
obligations.  The Company is exploring available financing
options, including the sale of debt or equity.  If the Company is
unable to finance its operations on acceptable terms or at all,
its business, financial condition and results of operations may be
materially and adversely affected."

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

                   About Red Mountain Resources

Dallas, Tex.-based Red Mountain Resources, Inc., is engaged in the
acquisition, development and exploration of oil and natural gas
properties in established basins with demonstrable prolific
producing zones.  Currently, the Company has established acreage
positions and production primarily in the Permian Basin of West
Texas and Southeast New Mexico and the onshore Gulf Coast of
Texas.

                          *     *     *

Hein & Associates LLP, in Dallas, Texas, expressed substantial
doubt about Red Mountain'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 May 31, 2012.  The
independent auditors noted that the Company has incurred a net
loss from operations and its current liabilities exceed its total
current assets.


RENAISSANCE LEARNING: S&P Revises Outlook on 'B' CCR to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Wisconsin Rapids, Wisc.-based Renaissance Learning Inc. to
positive from stable. "We affirmed the corporate credit rating at
'B'," S&P said.

"We also assigned 'B+' issue-level and '2' recovery ratings to
Renaissance Learning's proposed $250 million senior secured credit
facilities, which consists of a $20 million revolving credit
facility due 2017 and a $230 million term loan B facility due
2018. The '2' recovery rating indicates our expectations of
substantial (70% to 90%) recovery in the event of payment default.
The company will use the proceeds, along with $26 million of cash
on hand to repay its existing first- and second-lien term loan and
for fees related to the refinancing transaction," S&P said.

"The ratings on Renaissance Learning Inc. reflect federal and
state government budget headwinds and its 'aggressive' financial
profile," said Standard & Poor's credit analyst David Tsui.
"Renaissance Learning's position in its fragmented niche market,
highly recurring subscription revenue base, and good free
operating cash flow characteristics are partly offsetting
factors."

Renaissance Learning is a provider of computer-based assessment
technology and school improvement programs for Pre-K through 12
schools and districts. The company's products help educators make
the practice component of their existing curriculum more effective
by providing tools to personalize practice in reading, writing,
and math, along with formative assessment and periodic progress-
monitoring technology.

"The positive outlook reflects Renaissance Learning's continued
highly recurring revenue base, stable profitability, positive FOCF
generation, and falling debt leverage. We would consider an
upgrade if the company could continue its growth path and
penetrate the district-wide sales in the U.S. We would also
consider an upgrade if the company expands further overseas, while
improving FOCF generation and applying excess cash for debt
reduction, leading to leverage dropping and approaching the mid-4x
area," S&P said.

"We would revise the outlook to stable if government budget
concerns or competitive pressure intensifies, leading to customer
attrition, EBITDA declines, and leverage remaining above 5x," S&P
said.


RESIDENTIAL CAPITAL: Executives' $7-Mil. Bonus Program Approved
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC, the mortgage-servicing
subsidiary of non-bankrupt Ally Financial Inc., won approval from
the bankruptcy court Oct. 17 for a modified program offering as
much as $7 million in bonuses for 17 high-level executives.

According to the report, the bankruptcy judge refused to approve a
prior iteration of the bonus plan in August.  He said it was
primarily "retentive," meaning it offered bonuses simply for
remaining with the company.  There were no objections to the
revised version where the majority of bonuses depend on the
outcome of auctions selling off the two segments of ResCap's
business.

The report relates that the auctions will take place on Oct. 23
with Fortress Investment Group LLC making the first bid for the
mortgage servicing business.  Berkshire Hathaway Inc. is to be the
stalking-horse for the remaining portfolio of mortgages.  A
hearing to approve the sales is set for Nov. 5.

The Bloomberg report discloses that the $2.1 billion in third-lien
9.625% secured notes due 2015 last traded Oct. 17 for 101 cents on
the dollar, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.  The $473.4 million
of ResCap senior unsecured notes due April 2013 last traded on
Oct. 15 for 26 cents on the dollar, according to Trace.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RG STEEL: Agrees to Termination of Wheeling and Warren Plans
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
authorized WP Steel Venture LLC, et al., to enter into an
agreement with the Pension Benefit Guaranty Corporation providing
for the consensual termination of the RG Steel Wheeling, LLC
Pension Plan, as well as the RG Steel Warren, LLC Hourly Employees
Pension Plan.

The Wheeling Plan was established effective Aug. 1, 2003, while
the Warren Plan was established effective April 30, 2006.  Both
Plans are covered by Title IV of the Employment Retirement Income
Security Act of 1974, as amended, 29 U.S.C. Sections 1301-1461.

As of Aug. 31, 2012, Wheeling and Warren permanently ceased
substantially all business operations.  PBGC has issued to
Wheeling, as well as Warren, a Notice of Determination under 29
U.S.C. Section 1342() that the Plans will be unable to pay
benefits when due, and that the Plans should be terminated under
29 U.S.C. Section 1342(c), in order to protect the interests of
the Plans' participants.

Under the Trusteeship Agreements, the Parties agree:

   1. The Plans are terminated under 29 U.S.C. Section 1342(c).

   2. The termination of both Plans is Aug. 31, 2012, under 29
      U.S.C. Section 1348.

   3. The PBGC is appointed trustee of the Plans under 29 U.S.C.
      Section 1342(c).

   4. Wheeling and Warren and any other person having possession
      or control of any records, assets or other property of the
      Plans will convey and deliver to PBGC any such records,
      assets or property in a timely manner.  PBGC reserves all
      its rights to pursue such records, assets, and other
      property by additional means, including but not limited to
      issuance of administrative subpoenas under 29 U.S.C. Section
      1303.

   5. The PBGC will have, with respect to the Plans, all of the
      rights and powers of a trustee specified in ERISA or
      otherwise granted by law.

                          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 its financial
advisor.


RITZ CAMERA: OK'd to Modify Retention of Weinsweigadvisors LLC
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Ritz Camera & Image, L.L.C., et al., to modify the terms of
retention of WeinsweigAdvisors LLC; and hire the firm to provide
chief restructuring officer and temporary employees.

As reported in the Troubled Company Reporter on Aug. 15, 2012, the
Court authorized the Debtors to employ WeinsweigAdvisors, to
appoint the firm's Marc Weinsweig as chief restructuring officer;
and provide temporary employees.  Mr. Weinsweig will render
include the provision of crisis and turnaround management services
to the Debtors.  Mr. Weinsweig's hourly fee is $425. The firm will
have a financing fee of $150,000 for achieving certain
restructuring milestones, including entry of a final order
approving (i) debtor-in-possession financing or (ii) use of cash
collateral.  WeinsweigAdvisors wil have a success fee opportunity
for achieving the restructuring objectives of the Debtors.  If
creditors below Crystal Financial LLC in the "waterfall" receive a
minimum gross recovery of $3,225,000, WeinsweigAdvisors will earn
a success fee of $100,000.  The engagement letter provides for an
"evergreen" retainer to be paid to WeinsweigAdvisors in the amount
of $500,000, to be held as continuing security for the payment of
fees and expenses to WeinsweigAdvisors and applied to any unpaid
amounts due to the firm at the completion of the engagement, with
the unused portion to be returned to the Debtors upon payment in
full of all fees and expenses.

Pursuant to the Oct. 11, order, WeinsweigAdvisors' monthly fees
are modified as:

         Sep. 12 to Oct. 11            $140,000
         Oct. 12 to Nov. 11            $100,000
         Nov. 12 to Dec. 11             $60,000

Mr. Weinsweig, founder, principal and managing director of
WeinsweigAdvisors, attests to the Court that the firm is a
"disinterested person" as the 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.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.  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.


SAAB CARS: Files Chapter 11 Liquidation Plan
--------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Saab Cars North
America Inc. and its creditors committee teamed up Wednesday to
submit a liquidation plan with the Delaware bankruptcy court that
provides unsecured creditors a recovery ranging from 7 to 58.5
percent, depending on the resolution of disputed secured claims.

Bankruptcy Law360 relates that the U.S. arm of the bankrupt
Swedish automaker seeks to wind down its business and its Chapter
11 case through the establishment of a liquidating trust, whose
trustee would be responsible for distributing the proceeds of
SCNA's assets.

                        About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SAN BERNARDINO, CA: Faces Major Legal Action Over CalPERS Payment
-----------------------------------------------------------------
Erin Coe at Bankruptcy Law360 reports that experts said San
Bernardino, Calif.'s bid to defer millions of dollars in payments
to the California Public Employees? Retirement System is setting
the stage for a major legal battle over whether obligations to the
nation's largest public pension fund can be impaired in
bankruptcy, and a ruling in the city's favor may encourage more
municipalities to file for Chapter 9.

                       About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joins two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN BERNARDINO, CA: SEC Opens Inquiry Over Finances
---------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that government
regulators have begun an informal inquiry into the securities
sales practices of bankrupt San Bernardino, Calif., according to a
Thursday letter to the city from the U.S. Securities and Exchange
Commission.

In a letter to San Bernardino attorney James Penman, the SEC asked
the city to preserve a host of documents as part of the inquiry
into its finances.

Those documents include "the city's offer or sale of securities,
including, but not limited to, general obligation bonds, revenue
bonds, housing bonds, tax anticipation notes, certificates...

                       About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joins two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN BERNARDINO: Withholds $5.3 Million Owed to Calpers
------------------------------------------------------
James Nash and Michael B. Marois at Bloomberg News report that a
spokesman for the California Public Employees' Retirement System
said that San Bernardino, California, owes the largest U.S. public
pension fund $5.3 million, of which $1.2 million is delinquent.

According to the report, San Bernardino has failed to make
required pension payments to the $245.8 billion pension fund since
filing for Chapter 9 protection Aug. 1, a Calpers spokesman, Mr.
Brad Pacheco, said by e-mail.  Calper is the largest creditor in
bankruptcy cases filed by Stockton and San Bernardino since the
end of June, with a total of $290.8 million at stake.  The two
cities are the largest U.S. municipalities to file for bankruptcy.

The report relates that Stockton has continued to make payments to
Calpers.  "These payments are required to be made under California
law," Mr. Pacheco said.  "If we can't resolve the missed payments
with the city, Calpers will assert its rights and remedies
available under the law."  Stockton and San Bernardino represent
0.7% of employer contributions to Calpers, according to actuarial
statements.

The report notes that San Bernardino skipped a $1 million payment
on pension obligation bonds issued in 2005, according to a
Municipal Securities Rulemaking Board filing Oct. 16.

                        About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joins two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SATCON TECHNOLOGY: Wins Judge Nod to Access to Cash Collateral
--------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Thursday signed off on Satcon Technology
Corp.'s use of cash collateral and other first-day motions
intended to keep the solar-power conversion company running as it
attempts to streamline and reorganize in Chapter 11.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- is a developer and manufacturer of
electronics and motors for the Alternative Energy, Hybrid-Electric
Vehicle, Grid Support, High Reliability Electronics and Advanced
Power Technology markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.


SHENGDATECH INC: Emerges From Bankruptcy Protection
---------------------------------------------------
BankruptcyData.com reports that ShengdaTech's First Amended
Chapter 11 Plan became effective and the Company emerged from
Chapter 11 protection. On the effective date, the Company entered
into a liquidating trust agreement by and between the Company and
Michael Kang, not individually, but solely in his capacity as
liquidating trustee for the purpose of creating a liquidating
trust. The U.S. Bankruptcy Court previously approved the proposed
form of liquidating trust agreement. In accordance with the trust
agreement, a liquidating trust advisory board was appointed, which
initially consists of the current members of the official
committee of unsecured creditors. The liquidating trust will, in
its discretion, will pursue the Company's outstanding litigation
in the People's Republic of China, hold and ultimately sell the
Company's shares of Faith Bloom Limited, the Company's wholly-
owned subsidiary, execute, process and facilitate available
distributions to holders of claims and equity interests in the
Company, and resolve disputed Claims and Equity Interests.

                        About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech sought Chapter 11 bankruptcy protection from
creditors (Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in
Reno, Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  On Aug. 23, 2011, the Court entered an
interim order confirming the Board of Directors Special
Committee's appointment of Michael Kang as the Debtor's chief
restructuring officer.

Alvarez & Marsal North America, LLC, is the Company's chief
restructuring officer.

As reported in by the Troubled Company Reporter on Sept. 7, 2011,
the United States Trustee appointed AG Ofcon, LLC, The Bank of
New York, Mellon (in its role as indenture trustee for
bondholders), and Zazove Associates, LLC, to serve on the
Official Committee of Unsecured Creditors of ShengdaTech, Inc.

Hogan Lovells US serves as counsel for ShengdaTech's official
committee of unsecured creditors.

The Plan provides for the wind-down of the Debtor's affairs and
the Distribution of the Debtor's remaining assets to Creditors.


SINCLAIR BROADCAST: Closes Offering of $500 Million Senior Notes
----------------------------------------------------------------
Sinclair Broadcast Group, Inc.'s wholly-owned subsidiary, Sinclair
Television Group, Inc., has closed its previously announced
private offering of $500 million aggregate principal amount of
senior unsecured notes due 2022.  The Notes were priced at 100% of
their principal amount and will bear interest at a rate of 6.125%
per annum payable semi-annually on April 1 and October 1,
commencing on April 1, 2013.

STG intends to use the net proceeds from the offering to fund the
acquisition of Newport Television and other pending acquisitions,
to pay down outstanding indebtedness under its revolving credit
facility, and for general corporate purposes, which may include a
distribution to Sinclair to be paid to Sinclair's shareholders in
the form of a special dividend.  The issuance of the Notes is not
contingent upon the consummation of the acquisitions.  In the
event that the acquisitions are not completed, then the Company
expects to use the net proceeds from this offering to reduce
outstanding indebtedness and for general corporate purposes.

A copy of the Indenture governing the Notes is available at:

                        http://is.gd/FZ3fx9

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.

The Company's balance sheet at June 30, 2012, showed $2.16 billion
in total assets, $2.22 billion in total liabilities and a $66.28
million total deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SMART ONLINE: Sells Add'l $200,000 Convertible Subordinated Note
----------------------------------------------------------------
On Oct. 15, 2012, Smart Online, Inc., sold an additional
convertible secured subordinated note due Nov. 14, 2016, in the
principal amount of $200,000 to a current noteholder.  The Company
is obligated to pay interest on the New Note at an annualized rate
of 8% payable in quarterly installments commencing Jan. 15, 2013.
The Company is not permitted to prepay the New Note without
approval of the holders of at least a majority of the aggregate
principal amount of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

                         About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS model.  The Company also
provides Web site and mobile consulting services to not-for-profit
organizations and businesses.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31 2011.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a working capital deficiency as of Dec. 31,
2011.

The Company's balance sheet at June 30, 2012, showed $1.49 million
in total assets, $26.38 million in total liabilities, and a
$24.88 million total stockholders' deficit.


SMART ONLINE: Atlas Capital Discloses 40% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Atlas Capital, SA, disclosed that, as of
Oct. 15, 2012, it beneficially owns 7,330,269 shares of common
stock of Smart Online, Inc., representing 40% of the shares
outstanding.  Atlas Capital previously reported beneficial
ownership of 7,265,269 common shares as of Nov. 7, 2011.  A copy
of the amended filing is available at http://is.gd/ZhUjwH

                         About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS model.  The Company also
provides Web site and mobile consulting services to not-for-profit
organizations and businesses.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31 2011.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a working capital deficiency as of Dec. 31,
2011.

The Company's balance sheet at June 30, 2012, showed $1.49 million
in total assets, $26.38 million in total liabilities, and a
$24.88 million total stockholders' deficit.


SNO MOUNTAIN: Default Cues Investors to File Involuntary Petition
-----------------------------------------------------------------
Alex Ferreras at LoanSafe.org reports that a group of Sno
Mountain's investors and creditors are attempting to force the
Scranton resort into bankruptcy reorganization.

Sno Mountain -- http://www.snomtn.com/-- operates a winter sport
resort in Scranton, PA.

According to the report, members of the group has filed an
involuntary Chapter 11 petition in U.S. Bankruptcy Court for the
Eastern District of Pennsylvania and allege they have claims of
more than $9.6 million against the skiing and water park complex.

The report relates the filers include members of the ownership
group who want to oust Sno Mountain president Denis Carlson, said
Scott Tattar, a spokesman for the group.  Efforts to reach Carlson
were unsuccessful.

The report notes the filing comes after financial trouble piled up
in recent years for the recreation complex.

The report says Sno Mountain defaulted on a $5 million state loan
last year before renegotiating terms on the $4.5 million balance
earlier this year.  The complex faces state litigation over
allegedly unpaid sales tax and has a history of local property tax
delinquency.

The 388-acre property was listed for a Lackawanna County sheriff's
sale in August after a Berks County bank filed foreclosure action,
alleging it was owed $6.6 million on a $7.5 million mortgage.  The
sale was postponed in July when Sno Mountain principals reported
they were close to a refinancing package, the report notes.

The report relates Mr. Tattar said attempts to refinance are
continuing.

The report says, after running into financial difficulty and a
foreclosure threat, the county acquired the property for $14.7
million in 1991.  Former Commissioners Robert Cordaro and A.J.
Munchak, both now serving time for federal fraud convictions, sold
the property to Carlson's investment group.

According to the report, the investors in the resort figure
prominently in the drive to force the bankruptcy.  Sno Mountain LP
was established as a Philadelphia-based investment group that
bought the complex from Lackawanna County for $5.1 million in
November 2006.  After the new owners took over, they invested
$3 million in snow-making equipment, added new ski trails and
developed a terrain park.  The group also invested $12 million to
develop Sno Cove water park, which opened in 2008.

The report relates WCP Sno Mountain has a $6.5 million investment
stake in Sno Mountain and a $2.5 million loan to the complex
outstanding, court papers show.  Charles and Kathleen Hertzog, a
Montgomery County couple, have $2.6 million invested, and Hertzog
loaned the facility $200,000, according to the petition.

The report relates Ms. Hertzog and Edward Reitmeyer, identified in
court papers as managing partner of WCP Sno Mountain, are part of
the ownership group driving the bankruptcy filing, Mr. Tattar
said.  Other parties to the filing, according to court papers,
include:

  -- Funeral director Al Hughes invested $200,000.  During an
     unrelated public corruption trial held in June 2011, it was
     revealed Hughes delivered thousands of dollars in payments
     from businesses with county contracts to Cordaro when he was
     serving as county commissioner.

  -- Nicholas Scandale and his company, Scandale Associated
     Builders, Clarks Summit, which has an $846,206 lien judgment
     against Sno Mountain and a $250,000 investment in the
     property, court papers show.  Scandale Associated Builders
     was a contractor on the Sno Cove water park development.

  -- Sterling Trust invested $250,000 each for benefit of Donna
     Ford and Richard Ford.  Also, Ford had a $100,000 loan to the
     company.

The report notes, in a separate filing, several other creditors
sought to join the bankruptcy petition, including:

  -- Game LLC invested $300,000 and loaned $100,000. The company
     listed an address associated with Glenn Gress.

  -- SMFPIC invested $125,000. The company listed an address
     associated with Kevin McFadden.

  -- ProSlide Technology Inc., $56,000 for unpaid invoices.

  -- D&S Realty Laurel Oak loaned $53,245.04.

  -- Robert Sablich loaned $160,000.

The report adds a procedural hearing on the bankruptcy is
scheduled Nov. 7 in Philadelphia.


SOLYNDRA LLC: Plan Confirmation Hearing Resumes Oct. 22
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC, the liquidating solar panel maker,
didn't complete the confirmation hearing that began Oct. 17 for
approval of the Chapter 11 reorganization plan.  The hearing will
resume on Oct. 22 with final arguments from the lawyers.

According to the report, three branches of the U.S. government
filed papers opposing approval of the plan.  The Internal Revenue
Service believes the plan violates the U.S. Bankruptcy Code
because the principal purpose is tax avoidance.

                        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 filed definitive lists showing property with a claimed
value of $854.1 million against $867.1 million in debt.
Liabilities include $783.8 million in secured claims and $74.1
million of unsecured debt.  Solyndra owed $527.8 million to the
U.S. government pursuant to a federal loan guarantee.  In addition
to the government-guaranteed loan, financing came from $709
million in eight issues of preferred stock, plus $179 million in
convertible notes.

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: Battles IRS in Court Over Chapter 11 Plan
-------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Solyndra LLC
squared off with the U.S. government Wednesday in Delaware
bankruptcy court, arguing that its reorganization plan makes the
best of a bad situation for its private equity creditors and is
not, as the government claims, a ploy to secure valuable tax
breaks.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.


SOUTHERN AIR: Files Schedules of Assets and Liabilities
-------------------------------------------------------
CF6-50, LLC, a debtor-affiliate of Southern Air Holdings, Inc.,
filed with the U.S. Bankruptcy Court for the District of Delaware
its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $338,925,282
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $288,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                   $338,925,282     $288,000,000

The other debtors also filed their respective schedules
disclosing:

        Company                           Assets      Liabilities
        -------                           ------      -----------
21221 LLC                             $6,540,477     $288,000,000
21787 LLC                             $7,323,333     $288,000,000
21550 LLC                                     $0     $288,000,000
46914 LLC                                     $0     $288,000,000
Southern Air Inc.                   $338,178,542     $722,280,974
Cargo 360, Inc.                     $174,738,455     $713,116,896
Southern Air Holdings, Inc.         $338,862,577     $304,557,266
Aircraft 21380, LLC                   $7,313,652     $288,000,000
23138 LLC                            $14,728,070     $288,000,000
24067 LLC                                     $0     $288,000,000
Aircraft 21255, LLC                   $5,543,452     $288,000,000
21832 LLC                            $10,594,339     $288,000,000
21590 LLC                                     $0     $288,000,000
21111 LLC                             $2,894,297     $288,000,000
21576 LLC                             $6,816,865     $288,000,000
21110 LLC                             $3,283,723     $288,000,000
Air Mobility Inc.                    $17,751,988     $450,606,306

Copies of the schedules are available for free at:

    http://bankrupt.com/misc/SOUTHERN_AIR_21110sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_21111sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_21221sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_21576sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_21590sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_21787sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_21832sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_23138sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_24067sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_46914sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_21550sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_aircraft21255sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_aircraft21380sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_airmobilitysal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_cargo360sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_aircraft21380sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_holdings_sal.pdf
    http://bankrupt.com/misc/SOUTHERN_AIR_sal.pdf

                        About Southern Air

Military cargo airline Southern Air Inc. --
http://www.southernair.com/-- its parent Southern Air Holdings
Inc., and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

In its petition, the Debtors estimated $100 million to $500
million in both assets and debts.  The petition was signed by Jon
E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.


SOUTHERN AIR: Amends Consolidated List of 30 Unsecured Creditors
----------------------------------------------------------------
Southern Air Inc. and its affiliates amended their consolidated
list of their 30 largest unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Defense Logistics Agency-Energy    Trade               $8,162,187
Attn: Tracy Bare
Defense Finance and Accounting
Service
FAS-JAABC/CO
PO Box 182317
Columbus, OH 43218-2317
Tel:  (618) 229-5116
Fax: (216) 367-3422

Boeing US Training and             Trade               $3,474,442
Flight Services LLC
Attn: Tina Wood
PO Box 849899
Dallas, TX 75284
Tel:  (786) 265-7707
Fax: (206) 662-4747

OH Aircraft Acquisition LLC/       Aircraft            $2,524,523
Oak Hill                           Lease
Attn: Michael Warren
One Stamford Plaza
263 Tresser Blvd.
15th Floor
Stamford, CT 06901
Tel:  (212) 527-8400
Fax: (203) 328-1651

Koninklijke Luchtvaart             Trade               $1,647,314
Maatschappij N.V. (KLM
Royal Dutch Airlines)
Attn: Nils Persson
Amsterdamseweg 55
Amstelveen, GP 1182
The Netherlands
Tel:  +31 20 64 53087
Fax: +31 20 64 92166

Eurocontrol                        Trade               $1,245,214
Attn: Eduardo Romano
Rue De La Fusee 96
Brussells, B-1130
Belgium
Tel:  +3227299011
Fax: +3227299044

Cooley LLP                          Trade              $1,152,566
Attn: Eduardo Romano
Rue Dela Fusee 96
Brussels, B-1130
Belguim
Tel: +3227299011
Fax: +3227299044

Aircastle Advisor LLC              Aircraft            $1,124,507
Attn: Marzena Baines               Lease
300 First Stamford Place
5th FL
Stamford, CT 06902
Tel:  (203) 504-1020
Fax: (203) 504-1021

MTU Maintenance Hanover GMBH       Trade                 $928,360
Attn: Bernd Rettinger
PO Box 101720
Langerhagen, 30838
Germany
Fax: +49 0511 7806-7709

Barry E. Mukamal                   Litigation            $811,739
Liquidating Trustee, on behalf
Of the Arrow Air Creditor Trust
Attn: David C. Cimo
Genovese Joblove &
Battista, P.A.

KV Aviation                        Aircraft              $784,952
299 South Main Street              Lease
12th FL
MACU1228-120
Salt Lake City, UT 84110
Tel:  +44 203 170 6190
Fax: +44 203 170 6194

Boeing Commercial Airlines         Trade                 $658,830
Attn: Inola DelaCruz
PO Box 277851
Atlanta, GA 30384-7851
Tel:  425-237-0343
Fax: 425-237-3830

Aquila Aircraft Lease              Aircraft              $638,203
Attn: Michael Jedelman, Esq.       Lease
Vedder Price PC
1633 Broadway 47th Fl
New York, NY 10019
Tel:  (212) 407-7700
Fax: (212) 407-7799

United States                      Trade                 $638,203
Transportation Command
Attn: Thomas Kloeckner
DSSN 3801 LI-CRAF, DISB OPS
DIR, ATTN: 3801
Limestone Field Site
PO Box 269339
Indianapolis, IN 46226
Tel:  (618) 746-4318

GMF Aero Asia                       Trade                 $575,211
Attn: Augus Sulistyono
Management Building, 3rd Fl
Soekarno-Hatta
International Airport
PO Box 1303
Bush, Cengkareng 19130
Tel:  +62 21 550 8609
Fax: +62 21 550 2459

First Class Air Repair            Trade                  $559,800
Attn: Randol Cepeda
15380 Cr 565 A, Suite G
Groveland, FL 34736
Tel:  (352) 241-7684
Fax: (352) 241-7682

FedEx Special Payments            Trade                 $559,336
2174-2710-0
Attn: Alexis Rivera
PO Box 94515
Palatine, IL 60094-4515
Tel:  (888) 225-1517
Fax: (901) 397-0109

SR Technics Switzerland Ltd.      Trade                 $503,149
Attn: Zoran Patarcic
Account Management Engines CAE
Engine Service Centre
Zurich Airport, 8058
Switzerland
Tel: +41 20 64 83087
Fax: +41 58 68 87141

Hashim Zaki                       Litigation           $500,000
Attn: Thomas Bucci
Willinger, Willinger &
Bucci, PC
855 Main Street
Bridgeport, CT 06604
Tel:  (203) 366-3939
Fax: (203) 337-4588

Los Angeles County Tax            Tax                  $479,129
Collector
500 West Temple St.
Los Angeles, CA 90054-0018
Tel:  (213) 893-1481
Fax: (213) 625-2249

AJ Walter Aviation Ltd            Trade                $456,609
Attn: Deryck Stokes
The Headquarters
Patridge Green
West Sussex, RH13 8RA
United Kingdom
Tel:  +44 1403 71177
Fax: +44 1403 710936

Taikoo Aircraft Engineering       Trade                $367,500
Co. Ltd.
Attn: Peter Murton
Xiamen Int'l Airport
Fujian, China
Tel:  +86 592 573 7032
Fax: +86 592 573 0205

Pratt & Whitney                   Trade                $349,457
Attn: Keith Nichols
400 Main Street
East Hartford, CT 06108
Tel:  (860) 565-4321
Fax: (860) 565-5442

Pan Am International Flight       Trade                $323,718
Academy
Attn: Eric Freeman
PO Box 660920
Miami, FL 33266-0920
Tel:  (305) 874-6600
Fax: (303) 355-5560

United Aviation Services-         Trade                $321,608
EUR
Attn: Zaeni Hoque
PO Box 54482
Dubai, U.A.E.
Tel:  +971 42996633
Fax: +971 42996711

International Air Transport       Trade                $288,672
Association
Attn: Sarah Association
IATA Centre
Route De L'Aeroport 33
P.O. Box 416
Geneva, 1215
Switzerland
Tel:  +41 227702643
Fax: +41 227702654

Ethiopian Airlines                Trade                $284,508
Enterprise-US
Attn: Esmael Hamid
PO Box 1755
Addis Ababa, Ethiopia
Tel:  +251 011 551 7000
     +178585631228
Fax: +251 011 665 1200
     +251 011 661 1474

Sharjah Aviation Services LLC     Trade                $280,481
Attn: Srinivasan Iyer
PO Box 70888
Sharjah, U.A.E.
Tel:  +97165141111
Fax: +97165580361

UPS Air Cargo                     Trade                $260,055
Attn: Tina Mack
UPS Corporate Headquarters
55 Glenlake Parkway
Atlanta, GA 30328
Tel:  (404) 828-6000
Fax: (404) 828-6777

Airmark Components                Trade                $236,419


Avborne Accessories Sargent       Trade                $233,538
Aerospace & Defense

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc., and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

In its petition, the Debtors estimated $100 million to $500
million in both assets and debts.  The petition was signed by Jon
E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.


SPANISH BROADCASTING: Attiva Wants Mega TV, Mega Films Spinoff
--------------------------------------------------------------
Attiva Capital Partners Ltd., one of the largest shareholders in
Spanish Broadcasting Systems, Inc., holding over 9.8% of the
Company's Class A common stock, is currently in discussions with
other shareholders of the Company on the idea that the Company
should separate the Mega TV and Mega Films franchises by selling
its majority stake to a bigger media company that has the
financial resources, the content and distribution network required
to make Mega TV & Films a successful franchise in the Hispanic
market in U.S. and Latin America.  Attiva said the Company should
just keep a "strategic minority interest" in Mega TV and Mega
Films as it builds a multi-media platform.

"We also encourage the Board to improve Corporate Governance by
separating the roles of Chairman and CEO and stay true to its
motto 'the largest publicly traded Hispanic-controlled media and
entertainment company in the United states'," Attiva said in the
regulatory filing.

Attiva added, "In its duty to look after the interest of all
shareholders, SBS must increase its board to include directors
representing holders of Class A and Preferred Stock,
respectively."

A copy of the filing is available for free at http://is.gd/80nNLK

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the 12
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at June 30, 2012, showed $466.74
million in total assets, $418.02 million in total liabilities,
$92.34 million in cumulative exchangeable redeemable preferred
stock, and a $43.63 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


SPRINT NEXTEL: Opts to Buy 100% ERH Interests in Clearwire
----------------------------------------------------------
Eagle River Holdings, LLC, delivered an interest notice to the
other equityholders of Clearwire Corporation of its intent to
transfer (i) 30,922,958 shares of Class A common stock; and
(ii) 2,728,512 shares of Class B common stock and a corresponding
number of Clearwire Communications Class B Common Interests.

Pursuant to Section 3.3(b) of the Equityholders' Agreement, each
Equityholder will have 30 days from receipt of the ERH ROFO Notice
to notify ERH of its election to purchase all or any portion of
the Interests.

Sprint HoldCo, LLC, delivered a response letter to the ERH ROFO
Notice notifying ERH that Sprint HoldCo elects to purchase 100% of
the Interests.

ERH had previously delivered an interest notice on Oct. 13, 2012,
to the other Equityholders pursuant to Section 3.3 of the
Equityholders' Agreement to which Sprint HoldCo had on that same
date provided a Response Notice, which also covered the Interests
reflected in the ERH ROFO Notice and certain additional shares
owned by related parties and permitted an exercising Equityholder,
under certain circumstances, to acquire the membership interests
of ERH in lieu of acquiring the Interests directly.  The Comcast
Entities, the Intel Entities and the BHN Entities objected to
certain contents of the Prior Notices and alleged that the Prior
Notices were invalid.  Although the Reporting Persons disagree
with the merits of the objection and allegation, in the interest
of avoiding a dispute over the Prior Notices, ERH and Sprint
HoldCo agreed to revoke the Prior Notices, as a result of which
neither has any obligations to the other thereunder, and ERH
issued the ERH ROFO Notice to replace the Prior Notices.

If Sprint HoldCo, LLC, is the only Equityholder that exercises its
rights under the ERH ROFO Notice, the purchase price that would be
paid at closing by Sprint HoldCo for 100% of the Interests is
$100,000,063, and the source of those funds would be from Sprint's
working capital.

Sprint Nextel beneficially owns 705,359,348 shares of Class A
common stock of Clearwire Corporation representing 50.8% of the
shares outstanding as of Oct. 13, 2012.

A copy of the filing is available for free at:

                       http://is.gd/WuHhc6

                       About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at June 30, 2012, showed $49.02
billion in total assets, $39.79 billion in total liabilities and
$9.22 billion in total shareholders' equity.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, 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 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.

In the Oct. 17, 2012, edition of the TCR, 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.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


SUN RIVER: Sells Leasehold Interest in Texas Leases; Lays Off CFO
-----------------------------------------------------------------
Sun River Energy, Inc., sold to Katy Resources ETX, LLC, a portion
of the Company's leasehold interest in approximately 650 gross
acres in the Neal Heirs Gas Unit in Panola County in East Texas.
The sale was limited to the Company's interest in the leases
commencing at the surface of the Earth and extending down to the
Top of the Travis Peak Formation, less and except the wellbore of
the Neal Heirs #1 Well, all personal property and equipment
located thereon or used and obtained in connection therewith and
the right to produce oil or gas from same, together with the
subsurface rights in and under 40 acres in the form of a square
with the Well in the center.

The Sale was consummated pursuant to the Purchase and Sale
Agreement entered into with Katy on July 11, 2012.  Under the
terms of the PSA, at closing, the Company and Katy amended the
Promissory Note between the Company and Katy dated Feb. 7, 2011,
and reduced the principal balance on the Note by $2,000,000 and
extended the maturity date of the Note to two years from the date
of the Amendment to Promissory Note.

In an effort to conserve resources, on Sept. 28, 2012, Judson F.
"Rick" Hoover, the Chief Financial Officer was laid off.

Sun River held its annual meeting of shareholders on Oct. 17,
2012.  Each of Donal R. Schmidt, Jr., Stephen W. Weathers, Robert
B. Fields, Daniel M. Cofall and Mark A. Hall were elected to the
Board of Directors for a term of one year.

                          About Sun River

Dallas, Tex.-based Sun River Energy, Inc., is an exploration and
production company focused on oil and natural gas.  Sun River has
mineral interests in two major geological areas.  Each area has a
distinct development plan, and each area brings a different value
matrix to the Company.  The Company has mineral interests in the
Raton Basin located in Colfax County, New Mexico, and in several
counties in the highly prolific East Texas Basin.

In the auditors' report accompanying the consolidated financial
statements for the year ended April 30, 2012,
LightfootGuestMoore&Co, P.C., in Dallas, Tex., expressed
substantial doubt about Sun River's ability to continue as a going
concern.  The independent auditors noted that the Company has an
accumulated earnings deficit of $41,027,526.

The Company reported a net loss of $24.0 million on $293,000 of
revenues for the year ended April 30, 2012, compared with a net
loss of $7.4 million on $98,000 of revenues for the year ended
April 30, 2011.

The Company's balance sheet at July 31, 2012, showed $12.71
million in total assets, $14.23 million in total liabilities and a
$1.52 million total stockholders' deficit.

                    Going Concern Considerations

The Company has negative working capital of $13,793,000 at
July 31, 2012.  Approximately $10,339,000 of the negative working
capital position was comprised of amounts owed to significant
stockholders, including Officers of the Company.  The Company is
attempting to raise capital to resolve the working capital
requirements and develop the oil and gas assets.  The Company has
multiple options available to meet the current financial
obligations when due:

   * The Company is attempting to settlement of its $4,000,000
     note payable - related party obligation with assignment of
     certain mineral rights that the Company was not anticipating
     to develop; and/or

   * Sun River has raised capital in a Preferred Stock offering,
     and the Company is currently attempting to raise additional
     equity through the sale of additional common stock and will
     utilize any proceeds to improve their working capital; and/or

   * The Company may sell a portion of its mineral rights to
     improve its working capital, in addition to other selected
     current liabilities of the Company which may be due.

However, there can be no assurance that the Company will be able
to execute any or all of the contemplated transactions, which
raises substantial doubt about the Company's ability to continue
as a going concern.


SUNGARD DATA: Fitch Withdraws Low-B Rating on Several Notes
-----------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
following ratings for SunGard Data Systems, Inc.(SunGard):

  -- Issuer Default Rating (IDR) at 'B+';
  -- Senior Secured credit facility at 'BB+/RR1';
  -- Senior Secured term loans at 'BB+/RR1';
  -- $250 million 4.875% senior notes due 2014 at 'B+/RR4';
  -- $900 million 7.375% senior unsecured notes due 2018 at
     'B/RR5';
  -- $700 million 7.625% senior unsecured notes due 2020 to
     'B/RR5' from 'B-/RR5';
  -- $1 billion 10.25% senior subordinated notes due 2015 at
     'B-/RR6'.

Fitch has withdrawn the aforementioned ratings for business
reasons.  The ratings are no longer relevant to the agency's
coverage.


SUNGARD DATA: S&P Assigns 'B-' Rating on $500MM Subordinated Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue level
rating (two notches below the 'B+' corporate credit rating on the
company) and '6' recovery rating to SunGard Data Systems' proposed
offer of $500 million of subordinated notes due 2019. "The '6'
recovery rating indicates our expectation of negligible (0% to
10%) recovery in the event of payment default. The company will
use the proceeds to repay the existing 10.25% senior subordinated
notes due 2015, which they expect to tender for. Our corporate
credit rating, outlook, and individual issue level ratings are
unchanged by the proposed transaction," S&P said.

"Our ratings on SunGard reflect our expectation that the company's
'satisfactory' business risk profile and significant base of
recurring revenues will continue to support its 'highly leveraged'
financial risk profile. The ratings also reflect SunGard's healthy
cash flow generation and strong position in the fragmented market
for investment-support processing software. SunGard's revenue and
earnings predictability benefit from high contractually recurring
revenues, high customer switching costs, and defensible market
positions. We expect moderate acquisition activity to enhance
organic growth opportunities and product portfolio diversity.
Midyear leverage of 5.6x is down from year-end levels of 6.7x,
largely because of the repayment of debt with the proceeds of the
sale of its Higher Education business," S&P said.

RATINGS LIST

SunGard Data Systems Inc.
Corporate Credit Rating              B+/Stable/--

New Ratings

SunGard Data Systems Inc.
$500 mil subordinated nts due 2019   B-
   Recovery Rating                    6


T SORRENTO: Can Employ Quilling Selander as General Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
authorized T Sorrento, Inc., to employ Quilling, Selander, Lownds,
Winslett & Moser, P.C., as general counsel.

Quilling Selander will, among other things, furnish legal advice
to the Debtor with regard to its powers, duties and
responsibilities as a debtor-in-possession and the continued
management of its affairs and assets under Chapter 11 at these
hourly rates:

      Hudson M. Jobe              $290
      Shareholders                $275-$400
      Associates                  $150-$275
      Paralegals                   $50-$105

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

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., is a wholly owned subsidiary
of Transcontinental Realty Investors, Inc., a Nevada corporation.
T Sorrento filed for a Chapter 11 petition (Bankr. D. Nev. Case
No. 12-13907) in Las Vegas on April 2, 2012.  RMR Investments,
Inc., asked the Nevada Bankruptcy Court to transfer the venue of
the case to the Northern District of Texas, Dallas Division, as
the Debtor's principal office and principal place of business are
located in Dallas and the mailing address for each of the Debtor's
officers is also located in Dallas, Texas.  The case was
thereafter transferred to the Northern District of Texas by a
June 27, 2012 court order.

T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  It said it owns almost 60 acres of
properties in Farmers Branch, Texas.


TEAM HEALTH: S&P Raises CCR to 'BB' on Sustained Growth
-------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Knoxville, Tenn.-based Team Health Inc. to 'BB' from
'BB-'. The rating outlook is stable.

"At the same time, we affirmed our 'BB' issue-level rating (the
same as the corporate credit rating) on the company's senior
secured credit facility consisting of a $225 million revolver due
2017, $250 million term loan A due 2017, and $247.5 million term
loan B due 2018. The company intends to upsize its existing $142.5
term loan A in the amount of $107.5 million. We downwardly revised
our recovery rating on this debt to '3' from '2', reflecting a
larger debt burden in the event of default. The '3' recovery
rating indicates our expectation for meaningful (50% to 70%)
recovery for lenders in the event of payment default," S&P said.

"We believe the company will use the proceeds to reduce its
outstanding borrowings on its revolver resulting from recent
acquisitions," S&P said.

"The upgrade reflects Team Health's sustained track record of
growth, coupled with a conservative financial policy," said
Standard & Poor's credit analyst Rivka Gertzulin.

In addition, Blackstone's significant reduction in equity
ownership over the past few months has lowered the risk of a debt-
financed shareholder-friendly event.

The ratings on Knoxville, Tenn.-based physician and administrative
services outsourcing provider Team Health Inc. reflect the
company's "weak" business risk profile, based on its narrow
operating focus, exposure to reimbursement risk, and high levels
of bad debt. The ratings also reflect credit metrics consistent
with a "significant" financial risk profile.


TRIBUNE CO: News Corp Denies Talks With Tribune or L.A. Times
-------------------------------------------------------------
Ben Bain and Edmund Lee at Bloomberg News report that Rupert
Murdoch's News Corp. denied it has held talks to acquire the Los
Angeles Times or Chicago Tribune once the newspapers' owner,
Tribune Co., emerges from bankruptcy.

"Reports that News Corp. is in discussions with Tribune or the
L.A. Times are wholly inaccurate," Julie Henderson, a spokeswoman
for the New York-based media company, said Oct. 20 in an e-mailed
statement.  The denial encompasses reported talks with Tribune's
creditors, News Corp. said.

The report relates that published reports last week said that News
Corp. executives were in early negotiations with Tribune's debt
holders, including Los Angeles-based Oaktree Capital Management,
who will gain control of the Chicago-based company after court
supervision ends.  Oaktree declined to comment.  News Corp. is
preparing to separate its entertainment and publishing businesses,
in part to allow the 81-year-old Murdoch to pursue publishing
unencumbered.  News Corp. was forced to write down its $5.2
billion 2007 acquisition of Dow Jones & Co., owner of The Wall
Street Journal, and investors have gone sour on the newspaper
business as the Internet eats into advertising and profits.

                          Future Plans

The report notes that Mr. Murdoch, whose roots in newspapers date
back decades, has expressed interest in the Los Angeles Times in
the past.  He may go shopping for distressed newspapers once News
Corp.'s split becomes final next year, according to one person
with knowledge of the matter, who wasn't authorized to speak
publicly.  No News Corp. executives have reviewed any internal
Tribune financial information, said a person with knowledge of the
matter.  In August, some Tribune Co. creditors lost their bid to
halt the newspaper chain's plan to exit bankruptcy without first
posting a $1.5 billion bond.  Tribune owes creditors about
$13 billion.  The company is valued at more than $7 billion,
Tribune said in court papers.

According to Bloomberg, company officials have said Tribune will
be able to exit bankruptcy this year if federal regulators approve
the reorganization plan and transfers of its radio and television
licenses to proposed new owners.  News Corp., founded by Mr.
Murdoch, also owns Fox Broadcasting and the Twentieth Century Fox
film studio.  It publishes about 146 newspapers in Australia,
including The Australian, The Daily Telegraph and the Herald Sun,
according to its annual report.

The Bloomberg report discloses that in the U.K., the company is
embroiled in multiple police investigations for hacking into
mobile phones and computers by some of its reporters, as well as
the bribing of public officials. U.K. authorities also are
considering whether to bring corporate charges against News
Corp.'s board for the alleged crimes, the Guardian reported on
July 31.  News Corp. shares fell 2% to $24.91 in New York trading
on Oct. 19.  The Class A shares have gained 40% this year.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TURBOSONIC TECHNOLOGIES: Recurring Losses Cue Going Concern Doubt
-----------------------------------------------------------------
TurboSonic Technologies, Inc., filed on Oct. 15, 2012, its annualr
report on Form 10-K for the fiscal year ended June 30, 2012.

Deloitte & Touche LLP, in Kitchener, Canada, said TurboSonic's
recurring losses from operations and accumulated deficit raise
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of US$2.8 million on
US$16.3 million of revenues in fiscal 2012, compared with a net
loss of US$1.6 million on US$13.7 million of revenue in fiscal
2011.

The Company's balance sheet at June 30, 2012, showed
US$6.6 million in total assets, US$4.7 million in total
liabilities, and stockholders' equity of US$1.9 million.

A copy of the Form 10-K is available at http://is.gd/xESwvJ

Ontario-based TurboSonic Technologies, Inc., directly and through
subsidiaries, designs and markets integrated air pollution control
technologies to industrial customers worldwide.




UNI CORE: Albert Wong Raises Going Concern Doubt
------------------------------------------------
Uni Core Holdings Corporation filed on Oct. 15, 2012, its annual
report on Form 10-K for the fiscal year ended June 30, 2012.

Albert Wong & Co., LLP, in New York City, expresses substantial
doubt about Uni Core's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations and has a significant accumulated
deficit.  "In addition, the Company continues to experience
negative cash flows from operations."

The Company reported a net loss of $17.1 million on $23.0 million
of net revenues in fiscal 2012, compared with a net loss of
$7.9 million on $19.7 million of net revenues in fiscal 2011.

The Company's balance sheet at Aug. 31, 2012, showed $18.0 million
in total assets, $16.6 million in total current liabilities, and
stockholders' equity of $1.4 million.

A copy of the Form 10-K is available at http://is.gd/Nm0lcx

Based in Hong Kong, Uni Core Holdings Corporation  (formerly known
as Intermost Corporation) through its subsidiaries develops,
manufactures and distributes environmental friendly paper and
agricultural products based upon its proprietary technology and
supply chains.


USG CORP: Incurs $29 Million Net Loss in Third Quarter
------------------------------------------------------
USG Corporation reported a net loss of $29 million on $828 million
of net sales for the three months ended Sept. 30, 2012, compared
with a net loss of $115 million on $763 million of net sales for
the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $113 million on $2.40 billion of net sales, in
comparison with a net loss of $290 million on $2.18 billion of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $3.66
billion in total assets, $3.54 billion in total liabilities and
$122 million in total stockholders' equity including
noncontrolling interest.

"Our innovative new products, modest demand improvement, new
wallboard pricing strategy and recent restructuring efforts
contributed to our third consecutive quarter of positive operating
profit," said James S. Metcalf, Chairman, President and CEO.  "We
achieved continued wallboard volume growth, and price was
essentially flat compared to the prior quarter, with any
improvement offset by regional and channel mix and freight cost
fluctuations.  In addition to strengthening our core businesses,
the announced sale of our European operations is another great
example of USG's Plan to Win.  Completion of this sale will allow
us to reallocate assets from a lower-growth market to joint
ventures supporting higher-growth markets in India, which will
allow us to diversify the company's earnings and offset some of
the cyclicality in our core businesses."

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

                        http://is.gd/zjtZrR

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed USG Corporation's (NYSE: USG) ratings, including the
company's Issuer Default Rating (IDR) at 'B-'.  The
Rating Outlook has been revised to Stable from Negative.

The ratings for USG reflect the company's leading market position
in all of its businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves.  Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and the company's high leverage.


UTSTARCOM HOLDINGS: Appoints New Chief Financial Officer
--------------------------------------------------------
UTStarcom Holdings Corp. has appointed Mr. Tianruo (Robert) Pu,
Chairman of the Company's Audit Committee and an independent
director of the Board, as the Company's Chief Financial Officer,
effective immediately.  Mr. Pu replaces Ms. Jin Jiang, who has
resigned to pursue other opportunities.

Mr. William Wong, UTStarcom's Chief Executive Officer, stated, "We
are very pleased to welcome Mr. Pu to the management team.  He
brings to UTStarcom more than 15 years of financial and public
company experience and has a proven track record of leading and
enhancing companies' financial strategies.  In addition, he has
demonstrated his extensive financial expertise and strategic
insight as the Chairman of the Audit Committee and a Board member
of UTStarcom.  His experience, leadership, and familiarity with
our business make him an ideal choice to help lead UTStarcom as we
move on to the next phase of our transformation."

In connection with the appointment, Mr. Pu has resigned from the
Audit Committee, Nominating and Corporate Governance Committee and
Compensation Committee, effective immediately.  However, he will
remain as a member of the Board of Directors.  The Company has
commenced a search for an additional independent Board member and
expects to appoint one in the near future.

Mr. Pu has been the Chairman of the Company's Audit Committee
since March 2012 and has served as an independent director since
November 2011.  Mr. Pu brings nearly two decades of experience in
corporate finance, accounting, and mergers and acquisitions as
well as technology sector experience.  From September 2008 to July
2012, Mr. Pu was the Chief Financial Officer of China Nuokang Bio-
Pharmaceutical Inc., where he successfully led the company's IPO
process and was responsible for its financial management and
corporate strategy. Previously, Mr. Pu was the Chief Financial
Officer of Global Data Solutions, a Chinese information technology
services outsourcing company, which he joined in June 2006.
Earlier in his career Mr. Pu was a management consultant with
Accenture, CSC Consulting Group, and Mitchell Madison Consulting
Group and worked as an auditor at Bernstein Brown CPAs.

Mr. Pu received an MBA from Northwestern University's Kellogg
School of Management in 2000, a Master of Science degree in
accounting from the University of Illinois in 1995, and a Bachelor
of Arts degree in English from China Foreign Affairs College in
1992.

Mr. Wong concluded, "I want to thank Ms. Jiang for her many
significant contributions to UTStarcom during an important period
in the Company's history.  We wish her the very best in her future
endeavors."

Ms. Jiang's resignation is not the result of any issue or concern
with the Company's accounting, financial reporting or internal
control over financial reporting.  Ms. Jiang joined UTStarcom in
October 2009 and has served as Chief Financial Officer since
Sept. 1, 2011.

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $538.42
million in total assets, $285.15 million in total liabilities and
$253.27 million in total equity.


VANDERRA RESOURCES: Committee Hires Hunton & Williams as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Vanderra
Resources LLC asks the U.S. Bankruptcy Court for permission to
retain Hunton & Williams LLP as counsel.

The firm's Andrew E. Jillson attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Hunton & Williams' professionals bill at hourly rates ranging from
$475 to $750 per hour for partners and counsel, $240 to $485 per
hour for associates, and $135 to $235 per hour for paralegals and
other support staff.

The Committee's counsel can be reached at:

         Andrew E. Jillson, Esq.
         Cameron W. Kinvig, Esq.
         Jesse Moore, Esq.
         HUNTON & WILLIAMS LLP
         1445 Ross Avenue, Suite 3700
         Dallas, TX 75202-2799
         E-mail: ajillson@hunton.com
                 ckinvig@hunton.com
                 jtmoore@hunton.com

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.


VANDERRA RESOURCES: Court OKs Munsch Hardt as Bankruptcy Counsel
----------------------------------------------------------------
Vanderra Resources, LLC, sought and obtained approval from the
U.S. Bankruptcy Court to employ Munsch Hardt Kopf & Harr, P.C., as
its general bankruptcy counsel to perform necessary legal services
during the course of the case.

Munsch Hardt represented the Debtor in the preparation and filing
of its Chapter 11 petition and related documents.  According to
Vanderra Resources, Munsch Hardt is already familiar with the
Debtor's capital structure, financing documents, and other
material agreements, and is familiar with many of the potential
legal issues that may arise in the context of the Bankruptcy Case,
although Munsch Hardt's review of these issues, and preparation of
bankruptcy strategy, is ongoing.

Munsch Hardt has agreed to perform such legal services on an
hourly fee basis at its customary hourly rates for cases of the
size and complexity as the Bankruptcy Case.  Munsch Hardt's hourly
rates range from $695 for shareholders with the highest billing
rates, to $220 for paralegals with the lowest billing rates.

Munsch Hardt's hourly rates for the attorneys and
paraprofessionals who will most likely be working on the
Bankruptcy Case are:

          Kevin M. Lippman, Shareholder    $450 per hour

          Davor Rukavina, Shareholder      $385 per hour
                                           (reduced from $400/h)

          Jonathan L. Howell, Associate    $290 per hour
                                           (reduced from $300/h)

          Audrey Monlezun, Paralegal       $190 per hour

The Debtor has also agreed to reimburse Munsch Hardt for all out-
of-pocket expenses incurred by the firm.

Mr. Lippman attests that the shareholders and associates of Munsch
Hardt (i) do not have any connection with the Debtor, its
creditors, or any other party-in-interest or their respective
attorneys and accountants; (ii) do not have any connection with
the United States Trustee or any person employed in the Office of
the United States Trustee; (iii) are ?disinterested persons,? as
that term is defined in section 101(14) of the Bankruptcy Code;
and (iv) do not hold or represent any interest adverse to the
Debtor's Estate.

On Sept. 5, 2012, Munsch Hardt received a $200,000 retainer from
the Debtor for the benefit of, and the use by, the Debtor.  From
the retainer, Munsch Hardt was paid $25,239.63 for its prepetition
services and expenses (including the filing fee) on Sept. 7, 2012.
Accordingly, as of the Petition Date, $174,760.37 remains in
retainer, which Munsch Hardt will continue to hold and not apply
except as authorized by the Court.

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.


VANDERRA RESOURCES: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Vanderra Resources LLC filed with the Bankruptcy Court for the
Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $200,000
  B. Personal Property           $26,119,392
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,529,650
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,537,034
                                 -----------      -----------
        TOTAL                    $26,319,392      $24,066,684

                    About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.


VIGGLE INC: BDO USA Raises Going Concern Doubt
----------------------------------------------
Viggle Inc. filed on Oct. 15, 2012, its annual report on Form 10-K
for the fiscal year ended June 30, 2012.

BDO USA, LLP, in New York City, expressed substantial doubt about
Viggle's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and at June 30, 2012, has deficiencies in working
capital and equity.

The Company reported a net loss of $96.5 million on $1.7 million
of revenues in fiscal 2012, compared with a net loss of
$19.9 million on $nil revenue in fiscal 2011.

Selling, general and administrative expenses increased in the year
ended June 30, 2012, by $72.6 million, primarily due to increases
in personnel costs of $53.8 million, Board of Directors fees of
$2.9 million, $2.8 million of technical and operating costs to run
the product, $4.5 million of marketing expenses, $1.3 million of
professional fees, $744,000 office rents, $2.3 million
depreciation and amortization expense, $572,000 travel and
entertainment, $3.5 million of costs of charges related to TIPPT
and $328,000 of state and local taxes.

The Company's balance sheet at June 30, 2012, showed $21.0 million
in total assets, $18.3 million in total liabilities, and
stockholders' equity of $2.7 million.

A copy of the Form 10-K is available at http://is.gd/x07XGr

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.


VOLKSWAGEN-SPRINGFIELD: BB&T Okayed to Foreclose Collateral
-----------------------------------------------------------
The Hon. Robert G. Mayer of the U.S. Bankruptcy Court for the
Eastern District of Virginia modified the automatic stay in the
Chapter 11 case of Volkswagen-Springfield, Inc., to permit:

   a) Branch Banking and Trust Company to enforce its rights
      under its loan documents for the credits and indebtednesses
      to lawfully repossess and liquidate all personal and real
      property constituting collateral; and

   b) Volkswagen Group of America, Inc. and 1998, LTD. to enforce
      their rights under their Dealer Agreement and Ground Lease.

As reported in the Troubled Company Reporter on Aug. 1, 2012, BB&T
asked the Court to approve a settlement agreement resolving a
certain motion for relief from stay in the Chapter 11 case of
Volkswagen-Springfield, Inc.

On May 22, 2012, BB&T filed a motion for relief from stay relating
to certain property.

According to BB&T, the Debtor has acknowledged that it cannot pay
its debt to BB&T, that it has no equity in the property and the
property is not necessary for an effective reorganization unless
it is sold, and BB&T is entitled to relief from stay.

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

No creditors' committee has been appointed in the case.


WAGNER SQUARE: Jackson Square Withdraws Motion to Dismiss Case
--------------------------------------------------------------
Jackson Square, LLC, as 50% owner of Wagner Square I, LLC,
notifies the U.S. Bankruptcy Court for the Southern District of
Florida that it has withdrawn its motion for dismissal of Wagner
Square I, LLC's Chapter 11 case.

As reported in the Troubled Company Reporter on Aug. 23, 2012,
Jackson Square asked that the Court to dismiss the involuntary
petition filed by Debra Sinkle Kolsky Trust.

                       About Wagner Square I

Debra Sinkle Kolsky Trust filed an involuntary petition against
Wagner Square I, LLC, (Bankr. S.D. Fla. Case No. 12-24697) on
June 15, 2012.  In the involuntary petition, the Petitioning
Creditor indicated that there was a bankruptcy case (No. 12-20659-
LMI) filed on April 30, 2012, against Wagner Square, LLC, an
affiliate of the Debtor, pending before Judge Isicoff.


WALL STREET SYSTEMS: S&P Keeps 'B' CCR Over Term Loan Upsizings
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings are
unaffected by Wall Street Systems Holdings Inc.'s announced
upsizings of its proposed term loans. The company is planning to
upsize its first-lien term loan due 2019 to $375 million from $335
million, and its proposed second-lien term loan due 2020 to $165
million from $140 million. (WSS Delaware Inc. is the borrower of
the loans.)

"The proposed first-lien facilities remain rated at 'B', with a
recovery rating of '3', indicating our expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default. The rating on the proposed second-lien facility remains
at 'B-' with a recovery rating of '5' (10% to 30% recovery
expectation), though we now expect recovery at the lower end of
the 10%-30% range," S&P said.

"At the same time, we affirmed our 'B' corporate credit rating on
the company. The rating outlook is stable," S&P said.

"We expect the company to increase its proposed dividend to $195
million from $180 million and retain the remainder of the
incremental financing as cash," S&P said.

The rating reflects Wall Street Systems' "weak" business risk
profile (as per Standard & Poor's criteria) resulting from its
narrow market focus and its revenue exposure to the financial
sector and Europe. The rating also reflects the company's "highly
leveraged" financial profile, with pro forma leverage in the low-
8x area. "Nevertheless, we expect the company's solid base of
recurring revenue and good profitability to allow it to reduce
leverage to about 6x in 2013, as the impact of accounting for
deferred revenue cycles past purchase accounting write-downs," S&P
said.

Wall Street Systems' foreign exchange solutions provide trading,
risk management, operations, and accounting capabilities for
financial institutions, while its treasury management solutions
allow multinational corporations and central banks to manage cash
positions; foreign exchange, interest rate, and credit risk; and
fixed-income and equity investments.


WALLA WALLA TOWN: Case Dismissed for Failure to Obtain Counsel
--------------------------------------------------------------
The Hon. Marc Barreca of the U.S. Bankruptcy Court for the Western
District of Washington dismissed the Chapter 11 case of Walla
Walla Town Center LLC, for failure to obtain counsel.

As reported in the Troubled Company Reporter on June 25, 2012,
Larry B. Feinstein of Vortman & Feinstein, notified the Court that
it has withdrawn from representing Walla Walla Town Center LLC in
the Chapter 11 proceeding.

According to Mr. Feinstein, the firm filed the Debtor's case as an
emergency because of a pending foreclosure.  However, the firm
informed the Debtor that it would not represent the Debtor in the
Chapter 11 itself.

Mr. Feinstein added that the firm was not paid a retainer by the
Debtor or from funds of the estate and the firm is holding no
funds.  The principal of the Debtor is suppose to reimburse
the firm for the court filing fee, since that was paid
electronically ECF.

                   About Walla Walla Town Center

Walla Walla Town Center LLC owns the defunct Blue Mountain Mall
property.  Walla Walla Town Center LLC a bare-bones Chapter 11
petition (Bankr. W.D. Wash. Case No. 12-15229) on May 17, 2012, in
Seattle, Washington.  Walla Walla Town Center sought chapter 11
bankruptcy to stay foreclosure auction initiated by Key Bank.  The
Debtor said it owns real property worth $16.5 million and secures
a $17.18 million debt.

Judge Marc Barreca presides over the case.  Larry B. Feinstein,
Esq., at Vortman & Feinstein, serves as the Debtor's counsel.

According to the Troubled Company Reporter's database, Walla Walla
Town Center LLC filed a bankruptcy petition (Bankr. W.D. Wash.
Case No. 10-17683) on July 1, 2010.  Judge Samuel J. Steiner
presided over the 2010 case. Michael E. Gossler, Esq., at
Montgomery Purdue Blankinship & Austin, represented the 2010
Debtor.  The 2010 petition estimated $1 million to $10 million in
assets and debts, and was signed by Jason Bontrager, manager.


WARNER MUSIC: S&P Rates $1.4-Bil. Senior Secured Debt 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned Warner Music Group
Corp. (WMG)'s $630 million first-lien term loan due 2018, $150
million revolving credit due 2017, and $635 million of senior
secured notes due 2020 its 'BB-' issue-level rating with a
recovery rating of '2', indicating substantial (70% to 90%)
recovery for noteholders in the event of a payment default.

"At the same time, we affirmed the 'B+' corporate credit rating on
the company, as well as the issue-level ratings on the debt held
at the company's subsidiaries. The recovery ratings on these debt
issues remain unchanged. The rating outlook is negative," S&P
said.

"Standard & Poor's Ratings Services' corporate credit rating and
negative outlook reflect continued uncertainty surrounding
industry wide revenue and profitability trends affecting WGM over
the intermediate term, despite recent signs of stabilization in
the industry," said Standard & Poor's credit analyst Chris
Valentine.

"Our characterization of WMG's business risk profile as 'weak'
(based on our criteria) reflects the volatile nature of the
recorded music industry, our expectation of continued physical
sales declines over the intermediate term, and modest growth in
music publishing. We view the financial risk profile as 'highly
leveraged,' considering WMG's high debt-to-EBITDA ratio and the
lack of visibility regarding the pace of leverage reduction given
uncertain industry trends. These factors are modestly offset by
WMG's 'strong' liquidity," S&P said.

"WMG is the third largest recorded music company, with a global
market share of about 15.1% in 2011, up modestly from 14.9% in
2010 but meaningfully below the combination of Universal Music
Group's (27.9% share) and EMI's (9.9%) recorded music division. We
believe competitive risk to WMG and others could increase
moderately as a result of this transaction despite the upcoming
sale of 60% of EMI's European assets. Potential risks surrounding
the merger of rivals include higher competition for WMG in signing
new artists, and Universal gaining leverage with emerging digital
distribution platforms compared with competitors. WMG unit
Warner/Chappell is the third largest music publisher, with a
global market share of 14.1% in 2011. Sony/ATV Music Publishing
LLC's acquisition of EMI Music Publishing in April 2012 confers a
share of roughly 31% (excluding potential divestitures), well
ahead of Warner/Chappell, potentially increasing competition to
sign composers and songwriters, and also ahead of No. 2 publisher
Universal Music Publishing Group (22.2%). Digital growth has
largely offset physical CD declines, a trend we expect to
continue. Over the intermediate term, the industry will need to
continue to adapt to emerging technologies as the shift from
physical to digital continues," S&P said.


WESCO INT'L: S&P Affirms 'BB-' CCR on Acquisition Announcement
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Pittsburgh, Pa.-based WESCO International Inc., including the 'BB-
' corporate credit rating. The outlook remains positive.

"The rating affirmation reflects our view that the company's
leverage will, upon completion of the acquisition of EECOL
Electric (not rated), increase to about 4x pro forma from about
2.5x debt to EBITDA currently, which would remain consistent with
our expectations for the 'BB-' rating," said Standard & Poor's
credit analyst Gregoire Buet. "The outlook remains positive,
reflecting our expectations that debt reduction from free cash
flow should lead to leverage falling below 3.5x in the next 12
months. We consider the financial risk profile as 'aggressive.' We
view the acquisition as positive for WESCO's business risk
profile, which we continue to consider 'satisfactory.'"

"WESCO is one of the top five electrical distributors in the U.S.
and serves customers across the construction, industrial,
governmental, and utility infrastructure markets. The acquisition
of EECOL will strengthen WESCO's presence in Canada and further
diversify its presence in Latin America. EECOL operating margins
are also somewhat higher than WESCO's, reflecting lower exposure
to competitive bidding conditions for construction projects, and a
higher proportion of revenues derived from maintenance, repair,
and operations. This should support overall profitability," S&P
said.

"Electrical distribution markets both in the U.S. and Canada
remain highly fragmented. Although this can lead to intense
pricing pressure in a downturn, it also enables leading players
like WESCO to grow at faster rate than the underlying market. It
also allows WESCO to use its scale to obtain global accounts with
major industrial manufacturers and to leverage its cost
structure," S&P said.

"Improving demand in WESCO's industrial and construction markets
have contributed to solid revenue and profit growth in the past
two years, but growth rates have softened in the third quarter of
2012. We expect low- to mid-single-digit revenue expansion next
year, reflecting mixed conditions across key markets, and believe
EBITDA margins could flatten around 7.5% pro forma for EECOL and
other recent acquisitions," S&P said.

"We view WESCO's financial risk profile as aggressive. We estimate
that total debt to EBITDA pro forma for the acquisition will be
about 4x, and funds from operations (FFO) to total debt will be
about 17%. These measures are consistent with our expectations for
the rating, and we expect they will improve in the next 12 months.
Because WESCO's business model is highly working capital
intensive, we expect working capital requirements to moderate
along with the softer rate of revenue organic growth that we
expect in 2013. This should enable WESCO to generate free
operating cash flow of potentially more than $250 million in 2013.
Assuming some continued but more measured acquisition activity, we
expect credit measures could improve to less than 3.5x debt to
EBITDA and toward 20% FFO to total debt over the next 12 months.
If WESCO achieves and sustains these measures, these ratios could
be consistent with a higher rating," S&P said.

"The outlook is positive. Although we expect financial leverage to
be about 4x pro forma at the closing of the EECOL acquisition, we
believe cash flow generation applied to debt reduction could lead
to leverage falling below 3.5x within 12 months. This is based on
our assumption for low- to mid-single-digit revenue growth, steady
margins, and about $150 million of debt reduction in 2013," S&P
said.

"We could raise the rating if WESCO does prioritize debt reduction
next year, remains disciplined in its acquisition strategy and
shareholder returns initiatives, and if we believe that leverage
will likely remain less than 3.5x and FFO to debt coverage greater
than 20%, taking into account the cyclicality of the company's end
markets," S&P said.

"We could revise the outlook to stable if the company's ratios
remain around 4x debt to EBITDA and 15% FFO to total debt for a
sustained period. This could be a result of more aggressive growth
initiatives, such as acquisition spending that delays the debt
reduction that we expect, or because of weaker industrial activity
or operational shortfalls that cause revenues to decline by more
than 5% and erode EBITDA margins by more than 100 basis points,"
S&P said.


WEST CORP: Reports $22.1 Million Net Income in Third Quarter
------------------------------------------------------------
West Corporation reported net income of $22.09 million on $656.89
million of revenue for the three months ended Sept. 30, 2012,
compared with net income of $37.34 million on $632.80 million of
revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $92.83 million on $1.95 billion of revenue, in
comparison with net income of $106.30 million on $1.86 billion of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $3.45
billion in total assets, $4.74 billion in total liabilities and
a $1.29 billion stockholders' deficit.

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

                        http://is.gd/xoXZOb

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

                        Bankruptcy Warning

The Company said in its quarterly report for the period ended
June 30, 2012, that if it cannot make scheduled payments on its
debt, the Company will be in default, and as a result:

   * the Company's debt holders could declare all outstanding
     principal and interest to be due and payable;

   * the lenders under the Company's new senior secured credit
     facilities could terminate their commitments to lend the
     Company money and foreclose against the assets securing its
     borrowings; and

   * the Company could be forced into bankruptcy or liquidation.

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WESTERN MOHEGAN: Bankruptcy Case Dismissed Again
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Western Mohegan Tribe and Nation of New York,
which claims to be a tribe although it's not formally recognized
by the Bureau of Indian Affairs, was tossed from bankruptcy court
for a second time in four months.

According to the report, this time, the U.S. Bankruptcy Judge in
Albany, New York, barred the tribe from filing for bankruptcy
again for six months.  The first stab at a Chapter 11
reorganization was dismissed in June by the U.S. Bankruptcy Court
in Chicago.  In the new bankruptcy filing in August, the tribe
didn't disclose the prior bankruptcy or that it had been
dismissed.

The report relates that the bankruptcy judge in Albany brought the
tribe into court, saying he would dismiss the case because the
tribe didn't have a lawyer.  Only individuals can file bankruptcy
without a lawyer.  In the order dismissing the second bankruptcy,
the judge said that both bankruptcies were filed to halt
foreclosure.  In addition to lacking a lawyer, the judge said the
tribe had "no regular income, no business, no employees, and no
prospect for a sale of its assets without contingencies."

                       About Western Mohegan

Western Mohegan Tribe and Nation of New York filed, without a
lawyer, a Chapter 11 bankruptcy petition (Bank. N.D.N.Y. Case NO.
12-12252) in Albany, New York, on Aug. 29, 2012.

The tribe characterizes itself as an unincorporated association.
The tribe and its 200 members own 250 acres of property located in
Ulster Country, New York, improved with 50 cottages, a hotel, an
apartment building and museum.  It says the property is worth $2.5
million, and secures a debt of $535,000.

The Debtor estimated less than $10 million in total assets and
liabilities.

Western Mohegan first filed for Chapter 11 protection (Bankr. N.D.
Ill. Case No. 12-09292) on March 9, 2012, in Chicago.  Judge Susan
Pierson Sonderby presided over the case.  The Law Office of
William J. Factor, Ltd., served as counsel in that case.  The
previous bankruptcy case was dismissed in June by the U.S.
Bankruptcy Court in Chicago.


WESTLB AG: Suit Over Ethanol Plants' Sale Set to Trial
------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a New York state
judge ruled Wednesday that only a trial can determine if WestLB
shortchanged Prudential Insurance Co. of America and two other
lenders out of $27.1 million through the post-bankruptcy sale of
two Midwestern ethanol plants to Valero Energy Corp.

                        About WestLB AG

Headquartered in Duesseldorf, Germany, WestLB AG (DAX:WESTLB)
-- http://www.westlb.com/-- provides financial advisory,
lending, structured finance, project finance, capital markets and
private equity products, asset management, transaction services
and real estate finance to institutions.  In the United States,
certain securities, trading, brokerage and advisory services are
provided by WestLB AG's wholly owned subsidiary WestLB Securities
Inc., a registered broker-dealer and member of the NASD and SIPC.
WestLB's shareholders are the two savings banks associations in
NRW (25.15% each), two regional associations (0.52% each), the
state of NRW (17.47%) and NRW.BANK (31.18%), which is owned by
NRW (64.7%) and two regional associations (35.3%).


WIZARD WORLD: John Macaluso Replaces Michael Mathews as Chairman
----------------------------------------------------------------
Michael Mathews resigned from his position as the Chairman and as
a member of the Board of Directors of Wizard World, Inc.,
effective Oct. 10, 2012.  Mr. Mathews' resignation was not the
result of any disagreement with the Company on any matter relating
to the Company's operations, policies or practices.

"I have enjoyed playing a role in the company's growth," Mr.
Mathews wrote in his resignation letter.  "Unfortunately, Aspen
Group, Inc. just closed a significant financing and I need to
devote my efforts to development of its business."

Effective Oct. 10, 2012, the Board approved by unanimous written
consent the appointment of Mr. John Macaluso as the Company's
Chairman of the Board.  Mr. Macaluso has been a director of the
Company since May 13, 2011, and has served as Chief Executive
Officer and President of the Company since March 19, 2012.

                         About Wizard World

Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels.  These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.

The Company's balance sheet at June 30, 2012, showed
$2.2 million in total assets, $8.4 million in total current
liabilities, and a stockholders' deficit of $6.2 million.

"As reflected in the accompanying consolidated financial
statements, the Company had an accumulated deficit at June 30,
2012, and had a net loss and net cash used in operating activities
for the interim period then ended, respectively.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern," the Company said in its quarterly report for the
period ended June 30, 2012.


XTREME IRON: Areya Holder Approved as Chapter 11 Trustee
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the appointment of Areya Holder as Chapter 11 trustee for
Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC.

William T. Neary, U.S. Trustee for Region 6, after consulting with
Gregory Wayne Mitchell, counsel for the Debtors, John Mayer,
counsel for Caterpillar Financial Services Corporation, John
Bonds, III, counsel for Associated Auction Services, LLC, doing
business as CAT Auction Services, and Todd Harlow, counsel for
Beta Capital, LLC, selected Areya Holder to serve as trustee.

As reported in the Troubled Company Reporter on Aug. 23, 2012,
the U.S. Trustee requested for the appointment of a Chapter 11
trustee or, in the alternative, conversion of the to Chapter 7.

The U.S. Trustee cited three reasons for its request:

     -- The Debtor filed for bankruptcy to invoke the automatic
        stay to prevent then-manager Ron Stover from testifying in
        a deposition.  Subsequently, after signing the Schedules
        of Assets and Liabilities and Statement of Financial
        Affairs and authorizing the bankruptcy filing, Mr. Stover
        refused to appear and testify under oath at the 11 U.S.C.
        Section 341 meeting and resigned;

     -- The Debtor failed to disclose transfers of heavy equipment
        to an affiliate or pre-petition payments to insiders,
        including over $680,000 in "consulting fees" to insider
        -controlled entities; and

     -- The Debtor's management is unclear.  While the Debtor's
        members appointed a new manager after Mr. Stover's
        resignation, Mr. Stover appears to still exert control
        over the Debtor.

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540).  The Debtor disclosed $23,020,779 in assets
and $25,931,823 in liabilities as of the Chapter 11 filing.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

Beta Capital, LLC, a creditor, asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


XZERES CORP: Had $1.6 Million Net Loss in August 31 Quarter
-----------------------------------------------------------
XZERES Corp. reported a net loss of $1.6 million on $1.2 million
of revenues for the three months ended Aug. 31, 2012, compared
with a net loss of $1.8 million on $1.4 million of revenues for
the three months ended Aug. 31, 2011.

For the six months ended Aug. 31, 2012, the Company had a net loss
of $3.4 million on $1.8 million of revenues, compared with a net
loss of $3.8 million on $2.4 million of revenues for the six
months ended Aug. 31, 2011.

The Company's balance sheet at Aug. 31, 2012, showed $4.4 million
in total assets, $5.6 million in total current liabilities, and
a stockholders' deficit of $1.2 million.

A copy of the Form 10-Q is available at http://is.gd/6DtFAK

                        About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

                           *     *     *

As reported in the TCR on July 3, 2012, Silberstein Ungar, PLLC,
in Bingham Farms, Michigan, expressed substantial doubt about
XZERES' 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 Feb. 29, 2012.  The
independent auditors noted that the Company has incurred losses
from operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.


YNS ENTERPRISE: Settles With Bank; Wants Chapter 11 Case Dismissed
------------------------------------------------------------------
YNS Enterprise No. 1, LLC, asks the Bankruptcy Court to dismiss
its Chapter 11 case.

Krikor J. Meshefejian, Esq., at Levene Neale Bender Rankin & Brill
LLP, YNS' counsel, tells the Court that prior to the Debtor's
bankruptcy filing, MLCFC 2006-4 Foothill Retail Limited
Partnership commenced foreclosure proceedings against the Debtor's
property known as Masi Plaza in Rancho Cucamonga, Calif.

Specifically, on June 8, 2012, the Bank filed a "Verified
Complaint For: (1) Judicial Foreclosure; And (2) Specific
Performance For Appointment Of Receiver And Injunctive Relief" in
the Superior Court of California, County of San Bernardino, Case
No. CIVR1204519.  A non-judicial trustee's foreclosure sale of the
Property was also scheduled for August 6, 2012.  Prior to the
foreclosure sale, the Debtor filed for bankruptcy protection, to
stay the foreclosure proceedings and afford the Debtor additional
time to negotiate, and enter into, a loan modification agreement
which the Debtor and the Bank originally began negotiating prior
to the Petition Date.

The Debtor and the Bank have agreed upon a modification of the
Loan.  The representatives of the Bank have confirmed that the
modified terms set forth in the Term Sheet have been approved by
the loan committee of the Bank, and also, that notice of such
terms has been given to the bondholders who have an interest in
the loan, and that the period by which an objections of the
bondholders must be given has now expired.

The terms of the agreed loan modification have been incorporated
by the Bank into the draft Loan Modification Agreement.  The
Agreement is subject to finalization and execution, which the
Debtor anticipates would occur prior to the hearing on the
Debtor's Motion to Dismiss.  The Debtor and its equity holders
have supplied evidence to the Bank that the monies necessary to
fund the loan modification are on deposit and available for that
purpose.  The Agreement will resolve all of the Debtor's pending
disputes with the Bank, and therefore, will resolve all of the
Debtor's material disputes with all creditors and parties in
interest.

Immediately upon dismissal of this case, the Debtor will pay in
full any outstanding U.S. Trustee quarterly fees and will arrange
for payment of its general unsecured creditors in the ordinary
course of its business.  The Debtor anticipates that as of the
time of dismissal of the case it will have it will have in excess
of $500,000 on hand, in addition to the funds which the Debtor has
set aside to fund the loan modification.  The Debtor has remained
current in its unsecured obligations on a post-petition basis.  As
a result of the Agreement, this bankruptcy case serves no further
purpose other than to delay the implementation of the Agreement
and the payment in the ordinary course of business to all
creditors their pre-petition claims against the Debtor.

The hearing on the motion is scheduled on Oct. 23, 2012.

                       About YNS Enterprise

YNS Enterprise No. 1, LLC, is the owner and operator of a modern
commercial retail shopping center consisting of various parcels
and buildings located in Rancho Cucamonga, California. The
Property, commonly known as "Masi Plaza", includes 171,802 square
feet of leasable space.  The property is 76% occupied and
generates monthly net operating income of $180,000.  The property
is managed by an independent third party property management
company -- Pacific Century Investment, Inc.

YNS Enterprise filed a bare-bones Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-28185) on Aug. 5, 2012 in Riverside.  The
Debtor, a single asset real estate under 11 U.S.C. Sec. 101(51B),
estimated assets and debts of at least $10 million.  The Debtor
said its principal asset is located at 8122 Foothill Boulevard, in
Rancho Cucamongo, California.

Related entities SSM Enterprises, Inc., YJC Investment Group V,
Inc., and YNS Investment Group, Inc. hold 100% of the membership
interests in the Debtor.

The petition was signed by Young Jae Chung, president of YJC.

Bankruptcy Judge Wayne E. Johnson presides over the case.  Timothy
J. Yoo, Esq., at Levene Neale Bender Rankin & Brill LLP, serves as
the Debtor's counsel.


YNS ENTERPRISE: Court Approves Hiring of John D. Yoo as Accountant
------------------------------------------------------------------
The Bankruptcy Court has authorized YNS Enterprise No. 1, LLC, to
employ John D. Yoo, CPA, as accountant effective Aug. 5, 2012.

As a corporate debtor in a Chapter 11 bankruptcy case, the Debtor
said it requires the services of an accountant to assist the
Debtor with the preparation of tax returns during the pendency of
this case and to provide the Debtor with tax advice on an as
needed basis.  The Debtor has decided that Mr. Yoo is the ideal
accountant to represent the Debtor taking into account firm size,
experience, skill level and cost.  Mr. Yoo has previously served
as the Debtor's accountant and is therefore familiar with the
Debtor, its management, and the Debtor's financial affairs.

Mr. Yoo will bill his time for the services he provides to the
Debtor on an hourly basis in accordance with Yoo's standard hourly
billing rates and will seek reimbursement of expenses in
accordance with all applicable rules and regulations.  Mr. Yoo's
current hourly rate is $150.

The Debtor has not paid any retainer to Mr. Yoo for services in
connection with the Debtor's Chapter 11 case.  However, the Debtor
has previously utilized Mr. Yoo's services and has previously paid
Mr. Yoo for such services.  During the one year period prior to
the Debtor's bankruptcy filing, the Debtor has paid Mr. Yoo $5,000
for income tax return preparation, and $7,200 for retainer fees
($600 per month retainer for general consultation).  As of the
Petition Date, the Debtor owed Mr. Yoo approximately $600.  In
connection with this Application, Mr. Yoo has agreed to waive his
pre-petition claims against the Debtor.

To the best of the Debtor's knowledge, Mr. Yoo is disinterested
and holds no claim or interest adverse to the estate.

                       About YNS Enterprise

YNS Enterprise No. 1, LLC, is the owner and operator of a modern
commercial retail shopping center consisting of various parcels
and buildings located in Rancho Cucamonga, California. The
Property, commonly known as "Masi Plaza", includes 171,802 square
feet of leasable space.  The property is 76% occupied and
generates monthly net operating income of $180,000.  The property
is managed by an independent third party property management
company -- Pacific Century Investment, Inc.

YNS Enterprise filed a bare-bones Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-28185) on Aug. 5, 2012 in Riverside.  The
Debtor, a single asset real estate under 11 U.S.C. Sec. 101(51B),
estimated assets and debts of at least $10 million.  The Debtor
said its principal asset is located at 8122 Foothill Boulevard, in
Rancho Cucamongo, California.

Related entities SSM Enterprises, Inc., YJC Investment Group V,
Inc., and YNS Investment Group, Inc. hold 100% of the membership
interests in the Debtor.

The petition was signed by Young Jae Chung, president of YJC.

Bankruptcy Judge Wayne E. Johnson presides over the case.  Timothy
J. Yoo, Esq., at Levene Neale Bender Rankin & Brill LLP, serves as
the Debtor's counsel.


* Asbestos Victims Seeks to Overturn $510-Mil. Loss
---------------------------------------------------
Sean McLernon at Bankruptcy Law360 reports that thousands of
asbestos victims and their attorneys told the Second Circuit on
Tuesday that it should overturn a federal court's order allowing
Travelers Indemnity Co. to avoid paying $510 million in settlement
funds, arguing that the agreements were finalized by a bankruptcy
court's clarifying order.


* Rule Gives FDIC Power Over Contracts With Failed SIFIs' Units
---------------------------------------------------------------
Keith Goldberg at Bankruptcy Law360 reports that the Federal
Deposit Insurance Corp. on Oct. 16, 2012, issued a final rule
mandated by the Dodd-Frank Act that prevents counterparties from
breaking contracts with subsidiaries and affiliates of
systemically important financial institutions simply because the
parent company has gone under.

Bankruptcy Law360 relates that the rule gives the FDIC, as
receiver of the failed institution, the authority to enforce the
contracts of the SIFI subsidiaries and affiliates despite clauses
that could terminate, accelerate or provide for other remedies
based on the SIFI's insolvency, financial condition or
receivership.


* Corporate Budgets for Bankruptcy Experts to Rise in 2013
----------------------------------------------------------
Karlee Weinmann at Bankruptcy Law360 reports that companies will
spend more on bankruptcy counsel in the coming year as bankruptcy
continues to ingrain itself as an accepted way of doing business
and parties become more aggressive about boosting their returns in
the process, a new study on corporate legal spending says.

Corporate budgets for bankruptcy law specialists have increased
since 2010 and the trend will last through 2013, with spending
projected to top out at $1.57 billion ? its highest mark in seven
years, according to the BTI Premium Practices Forecast 2013 report
cited by Bankruptcy Law360.


* Junk Companies' Cash Enough to Forestall Bankruptcy
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that, according to report from Moody's Investors Service,
not even junk-rated companies with the weakest cash positions will
prompt a spike in corporate bankruptcy through the end of 2013.

According to the report, junk-rated companies "have good liquidity
to manage their cash needs through the end of 2013," Moody's said
in the Oct. 17 report.  Even among companies in the steel, coal
and newspaper industries, liquidity is "not at alarming levels,"
Moody's said.  Moody's liquidity-stress index remained at 3.5% in
mid-October, unchanged from August and September.  The index
touched a record low of 3.1% in July.  The index represents the
percentage of junk-rated companies with the weakest liquidity.

The Bloomberg report discloses that the high for the liquidity
index was 20.9% in March 2009.  Moody's continues to predict that
the default rate for junk companies will decline to 3% by the end
of 2013.  At the end of September, the junk default rate was 3.5%,
Moody's said.


* Atty's Bottle Of Wine Apology Not Enough to Stop Sanctions
------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that the Eleventh
Circuit on Monday affirmed a lower court?s sanctions and
suspension order against a Florida attorney who offered a bottle
of wine to a bankruptcy judge after calling his findings "half-
baked."

A three-judge panel ruled in an unpublished opinion that U.S.
Bankruptcy Court Judge John Olson did not violate attorney Kevin
Gleason?s First Amendment rights when he suspended him for 60 days
after receiving the peace offering, Bankruptcy Law360 relates.


* Ford & Huff Opens Washington, D.C. Practice
---------------------------------------------
Ford and Huff, LC October 18 has expanded to establish a new
legislative and regulatory practice in Washington, D.C., with an
initial emphasis on postal affairs.  Opening the F&H Washington
Office will be longtime postal and public policy experts Bob
Brinkmann and Art Sackler.  They will be joining former Postal
Service General Counsel Hal Hughes, who is a senior attorney at
the firm, in developing the new practice area.

"We're very excited about adding federal legislative and
regulatory matters to our broad range of practice areas, and
especially about starting with postal affairs," said Adam Ford,
F&H managing partner.  "With Art and Bob joining Hal, we will have
the deepest postal bench of any firm in the country."

"Bob and I are very pleased to be associating with Ford & Huff,
and with Hal," said Sackler.  "The Postal Service, despite its
recent concerns, remains a huge and indispensable institution, on
which a $1 trillion industry depends.  We are looking forward to
jointly helping members of that industry navigate legal and public
policy challenges at the Postal Service, the Postal Regulatory
Commission and on Capitol Hill."

"Working with Ford & Huff, and with Hal, enlarges our capability
and increases our versatility across the board," said Brinkmann.

"Whether it would be developing a Negotiated Service Agreement for
an individual mailer, or dealing with broad public policy
questions impacting one or more industry segments, our combined
expertise and decades of experience leaves us very well-positioned
to help affected companies or associations."

Hughes said: "I'm delighted to be working again with Bob and Art,
and reengaging at the Postal Service and in Washington generally
in the much broader way that our collective backgrounds enable."

The new offices are located at:

         1101 Connecticut Ave., NW, Suite 1220
         Washington, DC 20036
         Tel: 202-775-057
         http://www.fordhuff.com

Ford & Huff LC has offices in Las Vegas, New York City, Phoenix,
Salt Lake City and Washington, D.C., and is engaged in the broad
practice of corporate law, with transactional and litigation
expertise across a broad range of disciplines, including
antitrust, asset protection, bankruptcy, employment, intellectual
property and real estate.


* BOND PRICING: For The Week From Oct. 8 to 12, 2012
----------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
A123 SYSTEMS INC    3.750  4/15/2016    33.000
AES EASTERN ENER    9.000   1/2/2017     2.000
AES EASTERN ENER    9.670   1/2/2029     9.500
AFFYMETRIX INC      3.500  1/15/2038    89.935
AGY HOLDING COR    11.000 11/15/2014    48.625
AHERN RENTALS       9.250  8/15/2013    59.750
ALION SCIENCE      10.250   2/1/2015    56.100
AMBAC INC           6.150   2/7/2087     5.150
ATP OIL & GAS      11.875   5/1/2015    21.125
ATP OIL & GAS      11.875   5/1/2015    21.375
ATP OIL & GAS      11.875   5/1/2015    21.125
BUFFALO THUNDER     9.375 12/15/2014    35.250
CALIF BAPTIST       7.100   4/1/2014     4.500
CAPMARK FINL GRP    6.300  5/10/2017     2.000
CHAMPION ENTERPR    2.750  11/1/2037     1.000
CTL-CALL10/12       8.000  10/1/2015   104.190
DIRECTBUY HLDG     12.000   2/1/2017    20.500
DIRECTBUY HLDG     12.000   2/1/2017    20.500
DOWNEY FINANCIAL    6.500   7/1/2014    58.125
EASTMAN KODAK CO    7.000   4/1/2017    11.250
EASTMAN KODAK CO    7.250 11/15/2013    11.800
EASTMAN KODAK CO    9.200   6/1/2021     8.750
EASTMAN KODAK CO    9.950   7/1/2018    23.354
EDISON MISSION      7.500  6/15/2013    50.465
ELEC DATA SYSTEM    3.875  7/15/2023    97.000
ENERGY CONVERS      3.000  6/15/2013    43.500
FIBERTOWER CORP     9.000   1/1/2016    30.000
GEOKINETICS HLDG    9.750 12/15/2014    43.000
GLB AVTN HLDG IN   14.000  8/15/2013    35.363
GLOBALSTAR INC      5.750   4/1/2028    48.750
GMX RESOURCES       4.500   5/1/2015    44.500
GMX RESOURCES       5.000   2/1/2013    90.500
HAWKER BEECHCRAF    8.500   4/1/2015    19.500
HAWKER BEECHCRAF    8.875   4/1/2015    19.500
HAWKER BEECHCRAF    9.750   4/1/2017     0.625
HOV-CALL11/12      10.625 10/15/2016   107.900
HUTCHINSON TECH     8.500  1/15/2026    55.425
ITWG-CALL11/12      9.750  4/15/2015   102.781
ITWG-CALL11/12      9.750  4/15/2015   102.781
KELLWOOD CO         7.625 10/15/2017    30.500
KV PHARM           12.000  3/15/2015    40.500
KV PHARMA           2.500  5/16/2033     4.500
KV PHARMA           2.500  5/16/2033     3.875
LEHMAN BROS HLDG    0.250 12/12/2013    19.750
LEHMAN BROS HLDG    0.250  1/26/2014    19.750
LEHMAN BROS HLDG    1.000 10/17/2013    19.750
LEHMAN BROS HLDG    1.000  3/29/2014    19.750
LEHMAN BROS HLDG    1.000  8/17/2014    19.750
LEHMAN BROS HLDG    1.000  8/17/2014    19.750
LEHMAN BROS HLDG    1.250   2/6/2014    19.750
LEHMAN BROS HLDG    1.500  3/29/2013    19.750
LEHMAN BROS INC     7.500   8/1/2026    14.500
LIFECARE HOLDING    9.250  8/15/2013    36.854
MANNKIND CORP       3.750 12/15/2013    61.540
MASHANTUCKET PEQ    8.500 11/15/2015    15.725
MASHANTUCKET PEQ    8.500 11/15/2015     9.250
MASHANTUCKET TRB    5.912   9/1/2021     9.250
MF GLOBAL LTD       9.000  6/20/2038    56.500
NEWPAGE CORP       10.000   5/1/2012     2.000
NEWPAGE CORP       11.375 12/31/2014    57.750
NGC CORP CAP TR     8.316   6/1/2027    13.000
PATRIOT COAL        3.250  5/31/2013    14.455
PENSON WORLDWIDE    8.000   6/1/2014    39.502
PLATINUM ENERGY    14.250   3/1/2015    40.000
PMI CAPITAL I       8.309   2/1/2027     1.125
PMI GROUP INC       6.000  9/15/2016    26.625
POWERWAVE TECH      3.875  10/1/2027    11.709
POWERWAVE TECH      3.875  10/1/2027    11.550
RESIDENTIAL CAP     6.500  4/17/2013    25.750
RESIDENTIAL CAP     6.875  6/30/2015    25.625
SCHOOL SPECIALTY    3.750 11/30/2026    58.500
TERRESTAR NETWOR    6.500  6/15/2014    10.000
TEXAS COMP/TCEH    10.250  11/1/2015    23.375
TEXAS COMP/TCEH    10.250  11/1/2015    23.875
TEXAS COMP/TCEH    10.250  11/1/2015    25.741
TEXAS COMP/TCEH    15.000   4/1/2021    37.750
TEXAS COMP/TCEH    15.000   4/1/2021    36.000
THQ INC             5.000  8/15/2014    58.500
TIMES MIRROR CO     7.250   3/1/2013    35.625
TRAVELPORT LLC     11.875   9/1/2016    36.000
TRAVELPORT LLC     11.875   9/1/2016    37.000
TRIBUNE CO          5.250  8/15/2015    34.150
USEC INC            3.000  10/1/2014    42.000
WCI COMMUNITIES     6.625  3/15/2015     0.375



                            *********

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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