TCR_Public/121031.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 31, 2012, Vol. 16, No. 303

                            Headlines

1220 SOUTH OCEAN: Nov. 1 Hearing on Financing from Insiders
1946 PROPERTY: Proposes to Hire Diamond Management
A123 SYSTEMS: Wanxiang Becomes Lender, Replacing Johnson Controls
A123 SYSTEMS: U.S. Trustee Objects to Asset Sale
ACCESS PHARMACEUTICALS: Sells $10 Million Preferred Shares

ACCESS PHARMACEUTICALS: L. Feinberg Discloses 4.9% Equity Stake
ACCESS PHARMACEUTICALS: Ayer Capital Discloses 7.9% Equity Stake
ALLIED SYSTEMS: Judge Denies Creditors' Bid to Delay Hearing
AMBER HOLDING: S&P Assigns Prelim 'B' Corporate Credit Rating
AMERICAN AIRLINES: Proposes to Employ ICF SH&E as Consultant

AMERICAN AIRLINES: Committee Wants CV LLC as Consultant
AMERICAN AIRLINES: Pilots Fail in Bid to Stay CBA Rejection Ruling
AMERICAN AIRLINES: Could Spin Off American Eagle After Ch. 11
ARCHDIOCESE OF MILWAUKEE: Creditors Take Aim at Donations
ATP OIL: Court OKs Financing to Pay Noteholders' Professionals

ATWATER, CA: May Avoid Bankruptcy With Union Deals
AUSTIN MUTUAL: A.M. Best Affirms 'B' Financial Strength Rating
AVANTAIR INC: Suspending Operations for Safety Reasons
BACK YARD BURGERS: Class Suit Goes to Bankruptcy Court
CDC CORP: Stakes in China.com, DAE Are Remaining Assets

CHECKERS DRIVE-IN: Moody's Rates $150MM Senior Secured Notes 'B3'
CHECKERS DRIVE-IN: S&P Assigns 'B-' Corporate Credit Rating
CITIGROUP INC: DBRS Assigns 'BB(high)' Preferred Stock Rating
CHEROKEE SIMEON: Case Summary & 6 Largest Unsecured Creditors
CLEAN HARBORS: Moody's Reviews 'Ba2' CFR/PDR for Downgrade

COMMONWEALTH GROUP-MOCKSVILLE: Files for Chapter 11
CONSOLIDATED TRANSPORT: Court OKs Taft Stettinius as Counsel
DEEP PHOTONICS: Court OKs Enterprise Law as Corporate Counsel
DELTA PETROLEUM: Court Consolidates Securities Class Suits
DELTA PETROLEUM: Trust Sues Macquarie to Escape $10-Mil. in Fees

DEWEY & LEBOEUF: JPMorgan Chase Supports Disbandment of FPC
DEWEY & LEBOEUF: Fifth Third Objects to Office Furniture Sale
DUNLAP OIL: Gasoline Service Station Operator Files Chapter 11
EL CENTRO MOTORS: Court OKs Rogers Clem & Co. as Accountants
EMPRESAS INTEREX: Hires Valdes Garcia to Conduct Audit

FERROVIAL SA: Puts Madrid Toll Road Into Bankruptcy
FIRST PLACE FINANCIAL: In Ch. 11 to Sell Bank for $45 Million
FIRST MARINER: To Hold Annual Shareholders' Meeting on Dec. 3
FULLER BRUSH: Court Approves GCG as Administrative Agent
FULLER BRUSH: Victory Park to Finalize Sale in December

FUSION TELECOMMUNICATIONS: Receives $6MM from Subscription Pacts
HAWKER BEECHRAFT: To Expand Baron, Beechjet Line; Review Offers
HERITAGE CONSOLIDATED: Cash Collateral Access Expires Today
HORSHAM 410: Voluntary Chapter 11 Case Summary
HOSTESS BRANDS: Pension Funds Object to Settlement Offer

IDEARC INC: Ex-Verizon CFO Testifies Spinoff Was Not 'Sneaky'
ISTAR FINANCIAL: Incurs $64.3 Million Net Loss in 3rd Quarter
K-V PHARMACEUTICAL: Seeks to Extend Exclusivity Period to March 4
KEOWEE FALLS: U.S. Trustee Withdraws Motion to Convert Case
KRYSTAL INFINITY: U.S. Trustee Forms 5-Member Creditors Panel

LBI MEDIA: S&P Cuts Corp. Credit Rating to 'D' on Missed Payment
LEGENDS GAMING: Senior Lenders to Recover 67% Under Plan
LIBERACE FOUNDATION: Files for Chapter 11 in Las Vegas
LIGHTHOUSE IMPORTS: Toyota Dealer in Ch. 11, Cuts Ties With Werner
LIGHTSQUARED INC: Harbinger Wants Suit Over $3BB Deal Dismissed

MATTAMY GROUP: S&P Gives 'BB' CCR, Rates Sr. Unsecured Notes 'BB'
MOHEGAN TRIBAL: Files Mohegan Sun Statistical Report
MSR RESORT: Cash Collateral Access Extended Until Dec. 31
MSR RESORT: Gets Fifth Interim Approval to Incur DIP Financing
NORTEL NETWORKS: Committee Objects to Bid to End Disability Plans

OCALA FUNDING: Gonzalo R. Dorta Okayed as Litigation Counsel
OCALA FUNDING: Has Until Jan. 6 to Propose Chapter 11 Plan
OCEANSIDE YACHT: Court Dismiss Case After BB&T Settlement
P2 NEWCO: Moody's Assigns 'B2' Corp. Family Rating
PERFORMA ENTERTAINMENT: Can Reassign Beal Street Lease to Memphis

PETTUS PROPERTIES: Mitchell & Culp Withdraws as Counsel
POTLATCH CORP: S&P Revises Outlook on 'BB' CCR on Better Earnings
RAILWORKS CORP: Settles Pennsylvania Revenue Department Claims
RALPH ROBERTS: Court Rejects Plan That Favors Equity Holder
RECONCILIATION MINISTRY: Fails to Pay Filing Fee; Case Dismissed

SAHARA TOWNE: Court Approves Funsten as Plan Expert Witness
SAHARA TOWNE: Court Approves Charles E. Jack as Appraiser
SCOTT POGUE: Court Won't Hear Helmer Martins Lawsuit
SHILO INN: Inks Deal Continuing Confirmation Hearing to March
SIERRA NEGRA: Global Water Seeks Dismissal of Bankruptcy Case

SIERRA NEGRA: Hires Sklar Williams as Securities Counsel
SOLYNDRA LLC: Winston & Strawn Okayed as Litigation Counsel
SOUTH FRANKLIN CIRCLE: Has Prepackaged Chapter 11 Plan
SUMMO INC: Chapter 11 Reorganization Case Dismissed
SUMTOTAL SYSTEMS: Moody's Assigns 'B2' Corp. Family Rating

TALISMAN ENERGY: Fitch Affirms 'BB' Preferred Stock Rating
VERTIS HOLDINGS: Unsecured Creditors Oppose Loan Terms
WELCOME PHARMACIES: Court Wants Plan Outline Amended
WEST CORP: Files Form 10-Q, Reports $22.1MM Net Income in Q3
WESTMORELAND COAL: Reports $5.3 Million Net Income in 3rd Quarter

WILLARD L. DEERMAN: Cody Farms Judgment Non-Dischargeable
WILLIAM LYON: Moody's Gives 'Caa1' CFR, Rates $300MM Notes 'Caa2'

* Bankruptcy Pros Examine 'Hot' Unsecured Lender Issues
* Fake Bankruptcy Lawyer Ordered to Halt Practice, Pay Fines
* Key Bankruptcies Focused on Valuation, Credit Bids
* One-Stop Debt Is Smoother, But Untested In Bankruptcy Court

* Upcoming Meetings, Conferences and Seminars

                            *********

1220 SOUTH OCEAN: Nov. 1 Hearing on Financing from Insiders
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on Nov. 1, 2012, at 1:30 p.m., to consider
1220 South Ocean Boulevard LLC's amended motion for postpetition
financing by insiders.

The Debtor says it does not generate any significant income or
have any other significant assets apart from the estate home -- a
waterfront estate home located at 1220 South Ocean Boulevard on
the Island of Palm Beach.  The estate home is for sale with a
prepetition price of $74,000,000.

The Debtor desires to continue its maintenance of the estate home
to facilitate the sale.  Non-debtor individuals Dan Swanson and
Karen Swanson, husband and wife, will lend to the Debtor on a
continuing basis the funds necessary to maintain the estate home.

The loan will be unsecured and interest free, and in exchange for
the continuing loan, the Swansons will be entitled to an allowed
superpriority administrative expense claim over all administrative
claims.  However, the superpriority claim of the Swansons will not
have priority over any fees due to the Office of the U.S. Trustee
or the Clerk of the Court.  The loan by will be repaid when other
administrative expenses are being paid or as otherwise ordered by
the Court.

                      About 1220 South Ocean

1220 South Ocean Boulevard, LLC, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-32609) in its home-town in West Palm
Beach, Florida.  The Debtor disclosed $74 million in total assets
and $41.5 million in liabilities as of Sept. 7, 2012.

According to http://1220southocean.com/,1220 South Ocean is a
French-inspired waterfront estate homes and resort located in Palm
Beach.  Owned by real estate developer Dan Swanson, president of
Addison Development, 1220 South Ocean sits on 2.5 private and
secure acres of land, has 20,000 square feet of living plus an
additional 7,000 square feet of loggias, garages & guest house.
The resort is located four miles to Palm Beach International
Airport.  Mr. Swanson other developments include the Phipps
Estates in Palm Beach and Addison Estates at the Boca Hotel.

Judge Erik P. Kimball oversees the case.  Kenneth S. Rappaport,
Esq., at Rappaport Osbourne & Rappaport, in Boca Raton, Florida,
serves as counsel to the Debtor.


1946 PROPERTY: Proposes to Hire Diamond Management
--------------------------------------------------
1946 Property, LLC, asks the U.S. Bankruptcy Court for permission
to employ Diamond Apartment Management, Inc., doing business as
Diamond Management, as management company.

Diamond will render a broad range of managerial services to the
estate in the manner and for the same purposes as Diamond did when
they previously worked for the Debtor.  The firm operates the
Debtor's business and provides services relating to issues that
have direct and significant impacts on the Debtor's day-to-day
operations.  The Debtor said it is essential that employment of
the firm be continued to avoid disruption of normal business
operations.

Diamond's compensation package includes a management fee of 5% of
the total monthly income of the Debtor's property.

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

Diamond Management can be reached at:

         DIAMOND MANAGEMENT
         10735 Mesquite Flat
         Helotes, TX 78023
         Tel: (210) 251-4935
         Fax: (210) 251-2957

                        About 1946 Property

1946 Property, LLC, is a Texas liability company.  The Debtor's
sole manager is Edward Reiss.  The Debtor owns a 252-unit
condominium community located at 1946 Northeast Loop 410, in San
Antonio, Texas.  The Company filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-52489) in San Antonio on
Aug. 7, 2012.  Bankruptcy Judge Leif M. Clark presides over the
case.  Vickie L. Driver, Esq., at Coffin & Driver, PLLC,
represents the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and debts.


A123 SYSTEMS: Wanxiang Becomes Lender, Replacing Johnson Controls
-----------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that A123 Systems Inc., the electric car battery maker that
recently filed for bankruptcy, is seeking emergency approval to
tap a $50 million loan provided by a Chinese auto parts maker to
fund its Chapter 11 case pending an auction of the clean energy
firm.

                         About 123 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.


A123 SYSTEMS: U.S. Trustee Objects to Asset Sale
------------------------------------------------
BankruptcyData.com reports that the U.S. Trustee assigned to the
A123 Systems case filed with the U.S. Bankruptcy Court an
objection to the Debtors' motion for an order authorizing and
approving (A) bidding procedures in connection with the sale of
certain assets, including all intellectual property rights of the
Debtors and all equity interests in A123 Systems Hong Kong, Ltd.;
(B) stalking horse bid protections and (C) the form and manner of
notice of the sale hearing.

The U.S. Trustee asserts, "Where potential buyers will bid even
when no break-up fee is assured, a break-up fee cannot be
characterized as necessary to preserve the value of the estate,
and therefore cannot be allowed as an administrative expense." The
Court previously scheduled on Oct. 30, 2102 hearing on the matter.

Meanwhile, Jamie Santo at Bankruptcy Law360 reports that A123
Systems received objections on Friday to the terms of its planned
Chapter 11 sale from Fisker Automotive Inc. and other parties
seeking to either boost the bidding or protect their property.

Bankruptcy Law360 relates that none of the four limited objections
filed in Delaware bankruptcy court wants to scuttle the proposed
Nov. 19 auction, though Fisker, the company's largest customer,
would like to see it delayed so that a more thorough marketing
process can be conducted.

                         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.


ACCESS PHARMACEUTICALS: Sells $10 Million Preferred Shares
----------------------------------------------------------
Access Pharmaceuticals, Inc., entered into a Preferred Stock and
Warrant Purchase Agreement with existing investors whereby the
Company agreed to sell 1,000 shares of a newly created series of
the Company's preferred stock, designated "Series B Cumulative
Convertible Preferred Stock", par value $0.01 per share, for an
issue price of $10,000 per share and agreed to issue warrants to
purchase 20,000,000 shares of the Company's common stock at an
exercise price of $0.50 per share, for an aggregate purchase price
of $10,000,000.

The financing consisted of $4,703,000 of new investment and the
conversion of approximately $5,297,000 of outstanding dividends
payable on the Company's Series A Preferred Stock.  Certain terms
of the Series B Preferred Stock are senior in right to the
Company's outstanding Series A Preferred Stock.  The Series B
financing was approved by the requisite percentage of the holders
of the Company's Series A Preferred Stock and closed on Oct. 25,
2012.

A copy of the Preferred Stock and Warrant Agreement is available
for free at http://is.gd/pC45FO

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.

After auditing the 2011 results, Whitley Penn LLP, in Dallas
Texas, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has had recurring losses from operations, negative
cash flows from operating activities and has an accumulated
deficit.

The Company's balance sheet at June 30, 2012, showed $2.43 million
in total assets, $33.51 million in total liabilities, and a
$31.07 million total stockholders' deficit.


ACCESS PHARMACEUTICALS: L. Feinberg Discloses 4.9% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Larry N. Feinberg and his affiliates
disclosed that, as of May 20, 2008, they beneficially own
1,251,114 shares of common stock of Access Pharmaceuticals, Inc.,
representing 4.99% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/MwzFQr

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.

After auditing the 2011 results, Whitley Penn LLP, in Dallas
Texas, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has had recurring losses from operations, negative
cash flows from operating activities and has an accumulated
deficit.

The Company's balance sheet at June 30, 2012, showed $2.43 million
in total assets, $33.51 million in total liabilities, and a
$31.07 million total stockholders' deficit.


ACCESS PHARMACEUTICALS: Ayer Capital Discloses 7.9% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Ayer Capital Management, LP, and its
affiliates disclosed that, as of Oct. 15, 2012, they beneficially
own 1,925,433 shares of common stock of Access Pharmaceuticals
Inc. representing 7.97% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/eYTGEI

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.

After auditing the 2011 results, Whitley Penn LLP, in Dallas
Texas, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has had recurring losses from operations, negative
cash flows from operating activities and has an accumulated
deficit.

The Company's balance sheet at June 30, 2012, showed $2.43 million
in total assets, $33.51 million in total liabilities, and a
$31.07 million total stockholders' deficit.


ALLIED SYSTEMS: Judge Denies Creditors' Bid to Delay Hearing
------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Thursday refused the request of certain Allied
Systems Holdings Inc. creditors to delay an upcoming hearing in
the car hauler's Chapter 11 until after a New York state judge
heard their suit.

Launched by the creditors who made Allied the subject of the
involuntary bankruptcy petition that spurred the company into
Chapter 11, the New York suit seeks a summary judgment on which
lender holds the majority of Allied's $244 million debt, an issue
which has brought the four-month old bankruptcy, Bankruptcy Law360
relates.

                        About Allied Systems

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

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

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

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

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

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

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

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


AMBER HOLDING: S&P Assigns Prelim 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to Amber Holding Inc. "We also assigned a
preliminary 'B+' issue-level rating with a preliminary recovery
rating of '2' to operating company SumTotal Systems Inc.'s
proposed $30 million revolving credit facility and $370 million
first-lien term loan. In addition, we assigned a preliminary
'CCC+' issue-level rating with a preliminary recovery rating of
'6' to SumTotal's proposed $140 million second-lien term loan,"
S&P said.

"Our preliminary ratings on Amber Holding, parent company of
SumTotal Systems, reflect Amber Holding's weak business risk
profile, characterized by its modest overall position in the human
capital software market (HCM), and its highly leveraged financial
risk profile," said Standard & Poor's credit analyst Jacob
Schlanger. "Offsetting some of these issues is HCM's critical and
growing role, the company's rising position in the segment, and
its highly recurring revenue base."

"SumTotal is now a global provider of strategic HCM following its
diversification from providing only enterprise learning management
systems to an integrated end-to-end HCM platform. The company
provides integrated products in talent management, workforce
management, learning management, and core human resources (HR) and
payroll services to enterprise and small to medium business (SMB)
customers via on-premise, public, and private cloud solutions,"
S&P said.

"SumTotal will have a highly leveraged financial risk structure
following the transaction, and we estimate leverage will exceed 6x
for 2012. We do not believe leverage will drop meaningfully over
the next several years. We expect future capital expenditures to
be slightly higher than historical averages at 2.5% of revenues.
Revenue growth for 2012 will be restrained as the company de-
emphasizes low-margin and unprofitable third-party business. After
that transition, our base-case assumes growth in line with the
industry in the high single digits and EBITDA margins remaining
near present levels. This results in leverage remaining higher
than 6.0x for the next several years, unless the company allocates
most free cash flow, which we estimate to be more than $30 million
annually, to debt reduction," S&P said.

"We view Amber's liquidity as 'adequate,' as defined in our
criteria. We expect sources of cash to exceed uses over the next
12 to 24 months," S&P said.

"The outlook is stable, reflecting the company's predictable and
recurring revenue base. We could lower the rating if debt-funded
acquisitions or competitive pressures were to cause margins to dip
and leverage to be sustained in the mid-7x. Alternatively, we
could raise the rating if debt reduction, coupled with organic
revenue growth and margin improvement that leads to EBITDA growth,
resulted in leverage sustained below 5x," S&P said.


AMERICAN AIRLINES: Proposes to Employ ICF SH&E as Consultant
------------------------------------------------------------
AMR Corp. and its affiliated debtors filed an application seeking
Court authority to employ ICF SH&E, Inc., as their consultant.

AMR tapped the firm to appraise aviation-related assets in
connection with the fresh start accounting required upon the
company's emergence from bankruptcy protection.  Completion of
the appraisal is expected to take at least six to eight weeks
from the receipt of necessary data, according to the court
filing.

AMR agreed to pay the firm $395,000 for the appraisal of the
assets.  ICF SH&E will also charge AMR for further edits and
answers from the company's auditors and advisers on a time and
materials basis according to the firm's hourly rates:

   Professional                  Hourly Rate
   ------------                  -----------
   Vice-Presidents                  $510
   Principals                       $400
   Analysts                         $210
   Managers/Senior Managers       $280-$320
   Associates/Senior Associates   $220-$240

John Mowry, vice-president of ICF SH&E, disclosed in a declaration
that the firm does not hold or represent interest adverse to AMR's
estate.

A court hearing is scheduled for November 8.  Objections are due
by November 1.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Committee Wants CV LLC as Consultant
-------------------------------------------------------
The committee of AMR Corp.'s unsecured creditors asked the U.S.
Bankruptcy Court in Manhattan to approve the hiring of Collateral
Verifications LLC as consultant.

As consultant, Collateral Verifications is tasked to evaluate the
settlement proposed by AMR that restructures the financings or
provides for the return of 216 Embraer regional jet aircraft.
The firm will also provide litigation consulting services and
testimony in court in connection with the settlement.

Fees for the firm's services will be billed at $475 per hour, the
rate in effect as of January 1, 2012.  Collateral Verifications
will also be reimbursed for work-related expenses.

Collateral Verifications does not have interest materially
adverse to AMR and its creditors, according to a declaration by
Gueric Dechavanne, vice-president of the firm's Commercial
Aviation Services.

A court hearing is scheduled for October 30.  Objections are due
by October 23.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Pilots Fail in Bid to Stay CBA Rejection Ruling
------------------------------------------------------------------
Judge Sean Lane declined to rule on several pilot groups' request
for a stay pending resolution of their appeal from an order
granting AMR Corp. authority to reject collective bargaining
agreements.  Judge Lane adjourned the hearing on the requests but
refused to set a date for the next hearing.

On Sept. 5, Judge Lane authorized AMR to throw out its agreement
with the Allied Pilots Association after the company changed its
earlier proposal to remove all restrictions on its power to
furlough pilots and outsource flying via code-share agreements
with other airlines.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Could Spin Off American Eagle After Ch. 11
-------------------------------------------------------------
American Eagle's chief executive officer sees a spin off or sale
of the American Eagle regional airline after emerging from
bankruptcy, according to Bloomberg News.

The Associated Press related that AMR Corp., American's parent,
has twice tried to unload Eagle but shelved the idea after it
filed for bankruptcy last year.  Eagle CEO told the Associated
Press that AMR will revisit talks on the issue.

According to the Associated Press, US Airways, which is in talks
with AMR on a possible merger is not interested in Eagle.

Eagle handles operating connecting flights for American, bags, and
other ground work for American and other airlines, the report
noted.

                      About American Airlines

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

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

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

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

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

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

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

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


ARCHDIOCESE OF MILWAUKEE: Creditors Take Aim at Donations
---------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that
unsecured creditors want permission to go after tens of millions
of dollars in donations they say the Archdiocese of Milwaukee
funneled into a separate trust in an effort to shield the money
from sex abuse victims.

                  About Archdiocese of Milwaukee

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

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

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

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

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

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ATP OIL: Court OKs Financing to Pay Noteholders' Professionals
--------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
ATP Oil & Gas's motion for an order authorizing the Debtor to
incur secured borrowings and pay certain fees, costs and expenses
of professionals for an ad hoc committee of holders of 11.875%
Senior Second Lien Notes due 2015. The Debtors requested an
aggregated monthly fee cap of $400,000.

                          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.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.


ATWATER, CA: May Avoid Bankruptcy With Union Deals
--------------------------------------------------
American Bankruptcy Institute, citing Reuters, reports that
paycuts and other concessions by employees of Atwater, Calif., may
help the city balance its budget and avoid bankruptcy, Atwater
Mayor Joan Faul said.

As reported in the TCR on Oct. 8, 2012, Atwater declared a fiscal
emergency, satisfying a requirement under state law for filing
municipal bankruptcy without first negotiating with creditors.
City leaders are facing a $3.3 million budget deficit that will
cause Atwater to run out of cash by year's end.  Officials are
seeking concessions from municipal workers and have told almost
one-quarter of the work force that they will lose their jobs.  A
$2 million bond payment is due in November.

Atwater is a California agricultural community of 28,000 located
100 miles (160 kilometers) southeast of San Francisco.


AUSTIN MUTUAL: A.M. Best Affirms 'B' Financial Strength Rating
--------------------------------------------------------------
A.M. Best Co. has upgraded the issuer credit rating (ICR) to "bb+"
from "bb" and affirmed the financial strength rating of B (Fair)
of Austin Mutual Insurance Company (AMIC) (Maple Grove, MN).  The
outlook for both ratings has been revised to positive from
negative.

The ICR upgrade reflects the stabilizing trend in AMIC's
capitalization and operations, as well as the explicit and
implicit support afforded it by its new affiliation with Main
Street America Group Mutual Holdings, Inc., which is reflected in
AMIC's 's outlook.

Offsetting these positive rating factors is AMIC's poor but
stabilizing performance over the past five years, weak but
plateaued capitalization, as well as its continued susceptibility
to frequent and severe weather events.  The company's operating
performance deteriorated primarily as a result of its underwriting
losses, which were caused by historic weather-related losses in
Arizona and Minnesota, as well as the recent adverse reserve
development in its private passenger auto liability line of
business.

These negative rating factors are partially offset by the
company's conservative investment portfolio of fixed-income
securities that generate a steady stream of net investment income,
as well as the benefits AMIC derives from its long-standing agency
relationships in the Midwest.

To address the deterioration in its capitalization AMIC initiated
significant agency management actions, rate adjustments and non-
renewal of its multi-peril crop insurance line.  Furthermore, as a
newly affiliated insurance company of Main Street America Group
Mutual Holdings, Inc., AMIC's balance sheet has recently benefited
from a quota share reinsurance agreement with NGM Insurance
Company, a member of Main Street America Group Mutual Holdings,
Inc.  Looking forward, it is anticipated that AMIC will continue
to benefit from this affiliation over the near and mid term.

If AMIC continues to stabilize its underwriting performance and
capitalization results, during the deepening of its affiliation
with Main Street America Group Mutual Holdings, Inc., further
positive rating actions are possible over the near term.  A.M.
Best does not expect to downgrade (or place a negative outlook on)
the ratings of AMIC in the near to mid term.  However, such
actions would ensue if the company were to incur renewed material
losses in its risk-adjusted capitalization; have the relationship
to its new affiliate change in a manner that affects the support
of the operations provided by Main Street America Group Mutual
Holdings, Inc. or have continued adverse reserve development
relative to its peers and the industry's averages.


AVANTAIR INC: Suspending Operations for Safety Reasons
------------------------------------------------------
Avantair, Inc., said it is continuing to stand down operations and
engaging top aviation experts to help complete a thorough
examination of its fleet of nearly 60 Piaggio Avanti aircraft, and
a comprehensive review of records and supporting maintenance
documentation.  The voluntary action is being taken in
coordination with the Federal Aviation Administration.

"For the past week, we have been undertaking extensive inspections
of our fleet and our operating procedures.  These inspections and
other actions are still underway.  But this further action is
necessary to ensure every aspect of our operation will allow us to
reach the next level of safety and performance and exceed the
highest industry standard," said Steven Santo, Avantair CEO.

"We are enhancing our maintenance and operational infrastructure
so that it surpasses every standard that applies to the aircraft
we fly.  With our new processes and procedures, Avantair will
satisfy the heightened requirements governing the largest aircraft
types in our industry.  When we resume operations, we will have
the most reliable fleet in our industry embracing the highest
standards in aviation," said Mr. Santo.

Avantair has retained safety expert Nick Sabatini to oversee the
project.  Mr. Sabatini previously was the top career official at
the FAA.

During the stand-down, Avantair will furlough some employees.

"We know this is an extremely difficult period for our loyal
employees and frustrating to our devoted owners," said Mr. Santo.
"We are grateful for their understanding and patience as we work
through this important process.  We are confident we are laying
the groundwork necessary to offer outstanding service and
reliability going forward."

Avantair grounded its entire fleet after one of its aircraft lost
its left tail elevator in July, which incident sparked an
investigation, according to a report by Tampa Bay Times.  Two crew
members and two passengers aboard the plane were not injured, the
report added.

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company reported a net loss attributable to common
stockholders of $8.04 million for the year ended June 30, 2012,
compared with a net loss of attributable to common stockholders of
$13.64 million for the year ended June 30, 2011.

Avantair's balance sheet at June 30, 2012, showed $91.28
million in total assets, $129.83 million in total liabilities,
$14.79 million in Series A convertible preferred stock, and a
$53.34 million total stockholders' deficit.


BACK YARD BURGERS: Class Suit Goes to Bankruptcy Court
------------------------------------------------------
Chief District Judge Laurie Smith Camp referred a class action
lawsuit pending against Back Yard Burgers of Nebraska, Inc., in
District Court in Nebraska to that state's Bankruptcy Court, in
view of Back Yard Burgers' Chapter 11 filing.  All pending motions
are dismissed, Judge Camp ruled, without prejudice to re-filing,
and the case before the Nebraska District Court is terminated.
The class suit is, BRADY KEITH, Individually and on behalf of a
class, Plaintiff, v. BACK YARD BURGERS OF NEBRASKA, INC., BACKYARD
BURGERS, INC., and DOES 1-10, Defendants, Case No. 8:11CV135 (D.
Neb.).  A copy of Judge Camp's Oct. 19, 2012 Order is available at
http://is.gd/2dqE8nfrom Leagle.com.

Back Yard Burgers -- http://backyardburgers.com/-- operates and
franchises more than 150 quick-service restaurants in 20 states,
primarily in markets throughout the Southeast region of the United
States.  Back Yard Burgers Inc. and three of its affiliates sought
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-12882 to
12-12885) on Oct. 17, 2012, with a pre-negotiated restructuring
plan that has the support of both the Company's majority owner and
secured lender.  The debtor-affiliates are BYB Properties, Inc.,
Nashville BYB, LLC, and Little Rock Back Yard Burgers, Inc.
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.


CDC CORP: Stakes in China.com, DAE Are Remaining Assets
-------------------------------------------------------
BankruptcyData.com reports that CDC Corporation released an update
on the sale or disposition of the Company's remaining assets.

Marcus A. Watson, the Company's chief restructuring officer, will
act as disbursing agent and reserve sufficient funds from the sale
proceeds of the Company's assets to pay all allowed claims in
full.  All of CDC's remaining assets will be transferred to a
liquidation trust to be liquidated for the benefit of the holders
of allowed equity interests, pursuant to the Amended
Reorganization Plan.

Upon establishment of the liquidation trust, Mr. Watson will be
the initial liquidation trustee who is granted the authority to
sell and/or dispose of the trust assets in an expeditious but
orderly manner.

CDC's remaining assets consist primarily of the following: a 74.2%
equity interest in China.com, 100% ownership of certain URLs, a
100% equity interest in CDC Games and a 100% indirect equity
interest in DAE Advertising.  The Company has determined that it
will explore monetization alternatives for its entire 74.2%
ownership interest in China.com.  However, in the event that the
Company is not able to maximize the value of its 74.2% ownership
interest in a single sale transaction, the Company will consider
divestiture or liquidation alternatives, in conjunction with the
board of China.com, for each of China.com's respective assets.

                          About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corp., doing business as Chinadotcom, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at US$100 million
to US$500 million as of the Chapter 11 filing.

The Official Committee of Equity Security Holders of CDC Corp. is
represented by Troutman Sanders.  The Committee tapped Morgan
Joseph TriArtisan LLC as its financial advisor.

The stock of CDC Software Corp. was sold for $249.8 million to an
affiliate of Vista Equity Holdings.

The Debtor won a bankruptcy judge's approval of a Chapter 11 plan
under which shareholders are slated to receive as much as $6.10 a
share.

On July 3, 2012, the Debtor and the Official Committee of Equity
Security Holders filed their First Amended Joint Plan of
Reorganization for CDC Corporation that provides for the sale of
all of the Debtor's assets, for the benefit of the Debtor's
creditors and equity interest holders.  Under the Plan, the
Debtor's chief restructuring officer, Marc Watson, will act as the
disbursing agent and reserve from the sale proceeds sufficient
funds to pay all Allowed Claims in full, plus interest, that
remain unpaid.


CHECKERS DRIVE-IN: Moody's Rates $150MM Senior Secured Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Checkers
Drive-in Restaurants, Inc.'s proposed $150 million guaranteed
senior secured notes. In addition, Moody's assigned Checkers a B3
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR). The rating outlook is stable.

Ratings Rationale

Proceeds from the proposed financing will be used to fund a
special dividend to shareholders of about $32 million and
refinance outstanding debt. Ratings are subject to review of final
documentation.

In the event the size of the proposed financing increases from
current expectations the ratings on the secured notes as well as
the CFR could be negatively impacted.

The ratings and outlook are also subject to the company
successfully amending its current $15 million senior secured
revolving credit facility on acceptable terms and conditions that
in part permit the current transaction, increase commitments to
$20 million, and extend the maturity to 2017.

Ratings assigned are:

Corporate Family Rating at B3

Probability of Default Rating at B3

$150 million guaranteed senior secured notes due 2017 at B3
(LGD 3, 48%)

The rating outlook is stable.

The B3 Corporate Family Rating reflects Checkers high leverage and
modest coverage, and Moody's concern that the soft consumer
spending environment and competition will continue to pressure
same store sales, earnings and debt protection metrics. The
ratings are supported by the company's material level of brand
awareness, reasonable scale, and adequate liquidity.

The stable outlook reflects Moody's view that the company's
increased focus on menu innovation, providing value to the
consumer, and differentiated product mix should help to further
strengthen operating performance over time. These initiatives
along with various cost saving plans and expanding different day-
parts should also help to further improve leverage at the
restaurant level and slowly improve earnings and debt protection
metrics. The outlook also expects that management maintain a
moderate financial policy and that liquidity remains adequate.

Factors that could result in an upgrade include a sustained
improvement in earnings driven by positive operating trends and
lower costs. Specifically, an upgrade would require debt to EBITDA
approaching 5.25 times and EBITA coverage of interest above 1.75
times on a sustained basis. A higher rating would also require
good liquidity.

There could be downward ratings pressure in the event operating
performance were to deteriorate resulting in an inability to
improve credit metrics over the intermediate term. Specifically, a
downgrade could occur if debt to EBITDA exceeded 6.5 times or
EBITA to interest was below 1.1 times on a sustained basis. A
deterioration in liquidity for any reason could also result in
negative ratings pressure.

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

Checkers Drive-in Restaurants, Inc. owns, operates, and franchises
hamburger quick service restaurants under the brand names Checkers
and Rally's Hamburgers. Checkers has about 774 restaurants of
which 300 are company owned and operated and 474 are franchised.
Annual revenues are approximately $300 million although systemwide
revenues are about $690 million.


CHECKERS DRIVE-IN: S&P Assigns 'B-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Delaware-based Checkers Drive In Restaurants Inc.

"At the same time, we assigned a 'B-' issue-level rating with a
'4' recovery rating to the company's proposed $150 million senior
secured notes due 2017. The '4' recovery rating indicates our
expectation for average (30% to 50%) recovery of principal in the
event of a payment default," S&P said.

"The company intends to use the proceeds from the bond to pay
approximately $32 million in dividends to its shareholders and to
refinance about $114 million of existing debt. The proposed $20
million revolving credit facility will remain undrawn at closing
of the transaction," S&P said.

The ratings on Checkers reflect Standard & Poor's Ratings
Services' assessment of the company's "highly leveraged" financial
risk profile and "vulnerable" business risk profile, which S&P
does not expect to change over the next year.

"Our assessment of a vulnerable business risk profile is based on
Checkers' small market share in the competitive and fragmented
quick service restaurant industry (QSR), its exposure to commodity
price inflation, and its susceptibility to economic conditions due
to the discretionary nature of the industry," S&P said.

"We assess Checkers' financial risk profile as highly leveraged.
We expect that the proposed debt financed dividend will result in
an increase in adjusted debt to EBITDA to above 7x at the end of
December 2012. Pro forma for the transaction we estimate EBITDA
coverage of interest will be about 1.5x and funds from operations
(FFO) to total debt ratio will be about 10% at the end of December
2012. We anticipate only modest improvement in these measures in
2013, with total debt to EBITDA improving toward the low-7x area,
and EBITDA coverage of interest strengthening to 1.6x. We expect
the improvement to be primarily a result of modest profitability
gains and EBITDA growth, rather than significant debt repayment,"
S&P said.


CITIGROUP INC: DBRS Assigns 'BB(high)' Preferred Stock Rating
-------------------------------------------------------------
DBRS, Inc. has assigned a rating of BB (high) with a Stable trend
to Citigroup Inc.'s (Citi or the Company) $1.5 billion issuance of
Non-cumulative Perpetual Preferred Stock, Series A.  The rating is
positioned four notches below Citi's Intrinsic Assessment rating
of A (low) and is consistent with DBRS's base notching policy for
preferred shares.  Citi expects to use the net proceeds from the
sale of the preferred stock for general corporate purposes.

Citigroup's final issuer and debt ratings continue to receive a
one notch benefit reflecting its status as a Critically Important
Banking organization (CIB) in the United States.  CIBs benefit
from DBRS's floor rating of "A" for bank holding companies and A
(high) for operating banks with short-term ratings of R-1
(middle).


CHEROKEE SIMEON: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cherokee Simeon Venture I, LLC
        aka CSV I
        1800 Concord Pike
        Wilmington, DE 19850

Bankruptcy Case No.: 12-12913

Chapter 11 Petition Date: October 23, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Rafael Xavier Zahralddin-Aravena, Esq.
                  ELLIOTT GREENLEAF
                  1105 North Market Street, Suite 1700
                  P.O. Box 2327
                  Wilmington, DE 19801
                  Tel: (302) 384-9400
                  Fax: (302) 384-9399
                  E-mail: rxza@elliottgreenleaf.com

Scheduled Assets: $10,000,001 to $50,000,000

Scheduled Liabilities: $10,000,001 to $50,000,000

The petition was signed by Brian A. Spiller, manager.

Debtor's List of Its Six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Zeneca Inc.                        Business Debt       $17,900,000
1800 Concord Pike
Wilmington, DE 19850

Zeneca Inc.                        Business Debt       $10,000,000
1800 Concord Pike                                   to $25,000,000
Wilmington, DE 19850

Lumiphore Inc.                     Business Debt            $3,363
4677 Meade Street
Richmond, CA 94804

Kevin Singer, Esq.                 --                       $1,488
Superior Court Receiver

CERF SPV I, LLC                    Business Debt           Unknown

Cherokee Invest Services, Inc.     Business Debt           Unknown


CLEAN HARBORS: Moody's Reviews 'Ba2' CFR/PDR for Downgrade
----------------------------------------------------------
Moody's Investors Service placed the ratings of Clean Harbors,
Inc., ("CLH," "the Company") Corporate Family and Probability of
Default at Ba2, on review for downgrade and affirmed the B1
Corporate Family and Probability of Default ratings with stable
outlook of Safety-Kleen Systems, Inc. ("SK"). The actions follow
CLH's announced plans to acquire SK in a predominantly debt funded
transaction valued at about $1.25 billion. The SGL-2 Speculative
Grade Liquidity rating of CLH is unaffected at this time. Moody's
expects to withdraw the SK ratings upon closure of the purchase
and the expected retirement of that company's debt.

Rating Actions

Clean Harbors, Inc.

  Corporate Family Rating: Ba2 placed on review for downgrade

  Probability of Default Rating: Ba2 placed on review for
  downgrade

  Secured 7.625% $270 million notes due 2016: Ba2/LGD3-41%
  ratings placed on review for downgrade

  Unsecured 5.25% $800 million notes due 2020: Ba3/LGD4-60%
  ratings placed on review for downgrade

  Speculative Grade Liquidity Ratings: SGL rating affirmed at
  SGL-2

Safety-Kleen Systems, Inc.

  Corporate Family Rating: B1 affirmed

  Probability of Default Rating: B1 affirmed

  Secured $225 million Revolving Credit Facility due 2017:
  affirmed B1/LGD3-46%

  Secured $225 million term loan due 2017: affirmed B1/LGD3-46%

Outlook: Stable

Ratings Rationale

Clean Harbor's planned acquisition of SK is expected to improve
the Company's already solid business profile which includes a
large scale and diversified hazardous waste disposal and
environmental services operation. The company's most lucrative
assets are incinerators, transfer stations and landfills, in the
US and Canada. SK is the largest collector and re-refiner of used
motor oil (UMO) in the Western United States, with a substantial
fleet of small trucks and other equipment, as well as industrial
used fluids collection and disposal assets. The company plans to
leverage SK's substantial network of small fluid customers and
collection vehicles to increasing the breadth of waste stream
categories collected and processed through CLH's network of
disposal and incineration assets.

The rating review will consider the impact the acquisition debt
will have on the consolidated CLH-SK business. CLH management
stated publically its plan to fund about 25% of the $1.25 billion
with equity, about $400 million with cash on hand, and the balance
(roughly $500-600 million) with new debt. As roughly $250 million
of the cash on hand was due to a bond financing completed in July
2012, Moody's views $750 million- $800 million of the purchase
price as debt, or 5-6x LTM July 14, 2012 SK EBITDA. Moody's
estimates pro-forma adjusted debt/EBITDA of about 2.5x, or 3.1x on
an adjusted basis, up from 2.5x adjusted debt/EBITDA for the
twelve months ending June 30, 2012. The review will also consider
the integration risk CLH will face given SK's substantial size (SK
revenue over 50% LTM 6/30/12 CLH), as well as the risks associated
with the company's stated intent to further pursue acquisition
opportunities in the hazardous waste treatment business. Lastly,
Moody's will consider the combined enterprises' exposure to the
volatile energy markets, raising uncertainty over future
profitability of the oil re-refining business, even as Moody's
recognizes SK efforts to minimize the impact of oil price
volatility on its profitability.

Moody's expects to conclude it CLH review before the acquisition
closes in late 2012. The ratings for SK are affirmed as CLH has
stated the goal of SK retiring its outstanding debt before the
acquisition's close, at which time Moody's expects to withdraw the
SK ratings.

The principal methodology used in rating Clean Harbors and Safety-
Kleen was the Global Business & Consumer Service Industry
Methodology published in October 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Clean Harbors, Inc., headquartered in Norwell, Massachusetts, is a
provider of environmental services and a leading operator of non-
nuclear hazardous waste treatment facilities in North America.
Revenues for the 12 months ended June 30, 2012 were $2.2 billion.


COMMONWEALTH GROUP-MOCKSVILLE: Files for Chapter 11
---------------------------------------------------
Commonwealth Group-Mocksville Partners, LP, filed a bare-bones
Chapter 11 petition (Bankr. E.D. Tenn. Case No. 12-34319) on
Oct. 25, 2012, in Knoxville, Tennessee.  Maurice K. Guinn, Esq.,
at Gentry, Tipton & McLemore P.C., serves as counsel.

The Debtor estimated assets and debts of $10 million to
$50 million.  The formal schedules of assets and liabilities are
due Nov. 8, 2012.

The Debtor's principal assets are located at Cooper Creek Drive,
in Mocksville, North Carolina.

The Debtor is required to submit its Chapter 11 plan and
disclosure statement by Feb. 22, 2013.  Governmental entities are
required to submit proofs of claim by April 23, 2013.


CONSOLIDATED TRANSPORT: Court OKs Taft Stettinius as Counsel
------------------------------------------------------------
Consolidated Transport Systems, Inc., sought and obtained approval
from the Bankruptcy Court to employ Taft Stettinius & Hollister
LLP as bankruptcy counsel.

The standard hourly rates, effective Jan. 1, 2012, charged by the
attorneys and paraprofessionals at the firm's Indiana-based
Bankruptcy, Business Restructuring and Creditor Rights' Practice
Group are:

     Andrew T. Kight           Partner            $370
     Casey C. Schwartz         Associate          $280
     Celeste A. Brodnik        Paralegal          $245
     Erin C. Nave              Associate          $235
     Jeffrey J. Graham         Partner            $380
     Jerald I. Ancel           Partner            $535
     John R. Humphrey          Partner            $380
     Marlene Reich             Partner            $475
     Michael P. O'Neil         Partner            $475
     Sharon I. Shanley         Associate          $345

The firm received a $25,000 bankruptcy retainer from the Debtor
prior to the Petition Date in addition to the $1,046 filing fee.
This bankruptcy retainer remains in the firm's trust account to be
drawn upon if a monthly statement is not paid pursuant to the
terms of the Firm's engagement and any compensation procedures
approved by the Court.

To the best of the Debtor's knowledge, the firm does not have any
relevant connection with the Debtor, its creditors, any other
party-in-interest, their attorneys and accountants, the United
States Trustee, or any person employed in the office of the United
States Trustee.

                   About Consolidated Transport,
                      Tandem Transport et al.

Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940) on Aug. 16, 2012.  Walter G & Carolyn Bay
owns 87.3% of the privately held Debtor.

Tandem Transport Corp., and two affiliates Transport Investment
Corporation, and Tandem Eastern, Inc., sought Chapter 11
protection (Bankr. N.D. Ind. Case Nos. 12-33135 to 12-33137) on
Aug. 31, 2012.

The Companies and their predecessors have provided for-hire
freight services throughout the United States since 1945.  The
largest portion (75%) of the Companies' business consists of
hauling building materials, with the balance consisting of
transporting steel (20%) and other miscellaneous freight such as
stone, salt, and machinery (5%).  The bulk of the Companies' loads
are received and delivered east of the Mississippi River, although
they have general commodities authority for the lower 48 states.
The Companies have intrastate authority for the states of Georgia,
Illinois, Indiana, Kentucky, Michigan, Missouri, North Carolina,
Ohio, Tennessee and Texas.

The Companies operate as a combined enterprise.  Consolidated owns
the fleet of roughly 275 tractors and 330 trailers.  It also
employs office staff of 66 employees.  The corporate headquarters
is located in Michigan City, Indiana while their executive office
is located in St. Louis, Michigan.  Transport is the operating
company which provides logistics to customers and also brokers
freight.  Eastern employs 246 drivers, while Investment employs 10
mechanics.

Consolidated initiated its chapter 11 proceeding to prevent any
actions by equipment lenders such as repossession of equipment
that would threaten the Companies' operations and viability while
they restructure their respective operations.  Transport,
Investment and Eastern filed their chapter 11 proceedings to give
them the necessary breathing room provided by the Bankruptcy Code,
as well as a single forum to allow them to effectively restructure
their operations.

Consolidated and Tandem each estimated $10 million to $50 million
in assets and liabilities.  Transport Investment estimated less
than $50,000 in assets and up to $50 million in liabilities.  Two
other entities that filed are Transport Investment Corporation and
Tandem Eastern, Inc.

Judge Harry C. Dees, Jr. presides over the cases.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana, serve as the Debtors'
counsel.  The petition was signed by Jeffrey T. Gross, president.


DEEP PHOTONICS: Court OKs Enterprise Law as Corporate Counsel
-------------------------------------------------------------
Deep Photonics Corporation sought and obtained approval from the
U.S. Bankruptcy Court for the District of Oregon to employ
Enterprise Law Group, Inc., as special corporate counsel for the
Debtor.

Enterprise Law Group will represent the Debtor on specific legal
matters including corporate governance, general business advice,
transactional matters, and joint ventures.

Enterprise Law Group's current hourly rates for senior attorneys
are $425 to $525, and other attorneys are $250 to $425.  The
Enterprise Law Group professionals who will have primary
responsibility for providing these services and their current
billing rates are:

     Wayland Brill, Senior Attorney       $525 per hour
     Nelson Crandall, Senior Attorney     $525 per hour

Prior to the Petition Date, Enterprise Law Group provided legal
services to the Debtor.  As of the Petition Date, Enterprise Law
Group's unpaid billings to the Debtor total $195,000.

                        About Deep Photonics

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

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


DELTA PETROLEUM: Court Consolidates Securities Class Suits
----------------------------------------------------------
Colorado District Judge Christine M. Arguello consolidated the
various securities class actions pending in Colorado district
court brought by purchasers of the common stock of Delta
Petroleum, Inc., against various present and former officers or
directors of Delta.  The Court designated Patipan Nakkhumpun as
lead plaintiff and the law firm of Federman & Sherwood as lead
counsel.  The Court denied the requests of Alfredo Bogliolo and of
Sunil Varghese and Ancy Ninan that they be appointed as lead
plaintiffs.

The complaints allege that the Defendants violated federal
securities laws by knowingly or recklessly disseminating false and
misleading information, which purportedly inflated the market
price of Delta's common stock during the period beginning March
11, 2010, through and including Nov. 9, 2011.  The complaints
assert that, during the Class Period, the Defendants made false or
misleading statements and failed to disclose material adverse
facts about Delta's business operations, prospects, financial
position, and results.  The complaints further assert that, on
Nov. 9, 2011, Delta disclosed disappointing third quarter 2011
financial results and informed investors that, if its ability to
address its liquidity proved unsuccessful, it would need to seek
Chapter 11 bankruptcy protection.  According to the complaints,
these disclosures caused Delta's stock to experience a "one-day
decline of 65% on volume of nearly 4.5 million shares."

A copy of the Court's Oct. 23, 2012 Order is available at
http://is.gd/M3MQnYfrom Leagle.com.

                        About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Delta Petroleum won confirmation of its reorganization plan at a
hearing on Aug. 15, 2012.  Laramie Energy II LLC is the plan
sponsor.  Delta Petroleum emerged from bankruptcy as Par Petroleum
Corporation.  At closing, Laramie and Par Petroleum contributed
their respective assets in Mesa and Garfield counties, Colorado,
to form a new joint venture called Piceance Energy, LLC.  Laramie
and Par Petroleum hold 66.66% and 33.34% ownership interests in
Piceance Energy, respectively


DELTA PETROLEUM: Trust Sues Macquarie to Escape $10-Mil. in Fees
----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the creditor trust
set up in Delta Petroleum Corp.'s bankruptcy sued Macquarie
Capital (USA) Inc. on Thursday to avoid some $10 million in fees
the investment bank claims it earned advising on the oil and gas
exploration company's reorganization.

Delta retained Macquarie Capital solely to arrange a sale prior to
the bankruptcy, which didn't pan out, yet the firm is seeking
"success" fees for restructuring work done entirely by a second
adviser, Evercore Group LLC, according to a complaint filed in
Delaware bankruptcy court obtained by Bankruptcy Law360.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Delta Petroleum won confirmation of its reorganization plan at a
hearing on Aug. 15.  Laramie Energy II LLC is the plan sponsor.
Delta Petroleum emerged from bankruptcy as Par Petroleum
Corporation.  At closing, Laramie and Par Petroleum contributed
their respective assets in Mesa and Garfield counties, Colorado,
to form a new joint venture called Piceance Energy, LLC.  Laramie
and Par Petroleum hold 66.66% and 33.34% ownership interests in
Piceance Energy, respectively

The Company reported a net loss of $470.04 in 2011, a net loss of
$194.01 million in 2010, and a net loss of $349.68 million in
2009.

At June 30, 2012, the Company's balance sheet showed $364.75
million in total assets, $342.01 million in total liabilities and
$22.74 million in total Delta stockholders' equity.


DEWEY & LEBOEUF: JPMorgan Chase Supports Disbandment of FPC
-----------------------------------------------------------
JPMorgan Chase Bank, N.A., in its capacity as the administrative
agent under the secured Credit Agreement dated as of April 16,
2010, by and among Dewey & LeBoeuf LLP, the lenders party thereto
and the Agent, and in its capacity as collateral agent under the
Intercreditor Agreement dated as of April 16, 2010, by and among
the Agent, the Lenders and the holders of the Debtor's senior
notes supports the Debtor's motion for the disbandment of the
Official Committee of Former Partners appointed in the Debtor's
Chapter 11 case, citing:

   1. With the Court's approval of the PCP, there is no further
      rationale for expending any additional funds to accommodate
      a committee that performs no necessary role in the case.

   2. The Court has statutory and equitable authority to order the
      disbandment of the FPC.

   3. To the extent the Former Partners are unsecured creditors,
      their interests are more than adequately represented by the
      Official Creditors Committee, which has a fiduciary duty to
      maximize estate value and represents the interests of
      all unsecured creditors.

   4. Insofar as the Former Partners are not creditors, they are
      more than capable of vigorously representing whatever unique
      interests they may have without the auspices of official
      committee status and the benefit of estate funding, both by
      obtaining individual representation and by forming ad hoc
      committees.

   5. The FPC's argument that the existence of the Ad Hoc
      Committee is insufficient to ensure adequate representation
      of Former Partners is immaterial: the Ad Hoc Committee is
      merely one example of the Former Partners' capacity to form
      ad hoc collectives and protect their interests as they deem
      appropriate.

JPM notes that the Court underscored in Residential Capital, LLC,
Case No. 12-12020, 2012 Bankr. LEXIS 4972 at *21-23 (Bankr.
S.D.N.Y. Oct. 23, 2012) that a statutory committee may not be used
to advance the individual interests of its members over those of
its constituents at large.  "Yet that is precisely what the FPC
has done in opposing the approval of the PCP (to which half of its
constituents were parties) and generally seeking to frustrate any
efforts to administer and conclude this case in an orderly manner.

As reported in the TCR on Oct. 15, 2012, Dewey & LeBoeuf is asking
the U.S. Bankruptcy Court for the Southern District of New York to
enter an order directing the U.S. Trustee to disband the official
committee of former partners appointed in the Debtor's Chapter 11
case because a second official committee is not necessary.

The Debtor said, among others, that it is highly unlikely that the
constituency this official committee is supposed to represent has
any legitimate financial stake in this bankruptcy case, and are
"out of the money."  The Debtor added that the only cognizable
economic interest this committee appears to have is avoiding
liability for some sub-set of its constituents as putative "claw
back" defendants in actions that will likely be brought in the
future.

"Even if the Debtor's former partners are general unsecured
claimants to be paid pari passu with the rest of the unsecured
creditors, the Official Creditors Committee has been adequately
representing the interests of the FPC's constituency and the U.S.
Trustee has already made clear that the FPC is not to represent
the interests of Former Partners as general unsecured creditors."

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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

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




DEWEY & LEBOEUF: Fifth Third Objects to Office Furniture Sale
-------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Fifth Third
Bancorp, which holds some of Dewey & LeBoeuf LLP's leases,
objected Friday to the firm's sale of its office furniture -- a
move that Dewey says is a ploy to get more time to determine the
value of the assets assigned to the bank.

Bankruptcy Law360 says the bank and the defunct firm traded blows
in papers filed in New York bankruptcy court over the planned sale
of about $50,000 worth of office furniture, books and other
fixtures in Dewey's former Manhattan offices.

                       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.


DUNLAP OIL: Gasoline Service Station Operator Files Chapter 11
--------------------------------------------------------------
Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 12-23252 and
12-23256) on Oct. 24, 2012.

Founded in 1958, Dunlap Oil is a Willcox, Arizona-based operator
of 14 gasoline services stations.  QOH owns the 89-room outside
corridor Best Western Plus Quail Hollow hotel in Willcox.

The two companies are owned and operated by the Dunlap family.
They are seeking joint administration of their Chapter 11 cases.

QOH declared assets of at least $1 million and debts exceeding
$10 million.  DOC estimated assets and debts of $10 million to
$50 million.  The Debtors' primary secured creditors are Canyon
Community Bank, Compass Bank BBVA, Jackson Oil Company, and the
Cox Family Trust.  CCB is owed $6.28 million, and Compass Bank
asserts $5.44 million in claims.

In January, DOC received a $2.57 million offer from Reay's Ranch
Investors LLC for four gasoline stations but Compass Bank rejected
the offer.  In August, Jackson submitted a $6.475 million offer
for nine locations but lenders CCB and Compass rejected the
offers.  In September, CCB served notices of trustee's sale of
three stations.

Theodore Dunlap, president of Dunlap Oil, says DOC and QHI face a
number of challenges that necessitate a Chapter 11 filing.
Primarily, the drastic increase in fuel prices and the attendant
business problems and losses caused thereby, have hampered DOC's
efforts to conduct its business.

In light of the financial situation facing DOC and QHI, the
Debtors have elected to seek Chapter 11 protection to obtain the
necessary breathing room and ability to restructure their
obligations.

The Debtors have filed applications to employ Gallagher & Kennedy
PA serve as counsel, and Peritus Commercial Finance LLC as
financial advisor.

The Debtors have also filed motions to pay certain limited claims
of prepetition critical vendors, use cash collateral, and pay
prepetition wages and employee benefits.

The Debtors say that $132,000 is due and owing to the critical
vendors.  The critical vendors include Trejo Oil, Pepsi Cola
Bottling Company, Amerigas, Deli Express E.A. Sween Co., MSC
Distributing, Dairy Maid Foods, Shamrock Foods, and US Food
Service.

There's a meeting of creditors on Nov. 29, 2012, at 12:00 p.m.


EL CENTRO MOTORS: Court OKs Rogers Clem & Co. as Accountants
------------------------------------------------------------
El Centro Motors, doing business as Mighty Auto Parts, sought and
obtained approval from the U.S. Bankruptcy Court to employ Rogers,
Clem & Company as accountants to assist with the preparation of
tax returns and related services.

Scott M. Biehl, CPA, attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's hourly rates are:

   Professional                          Rates
   ------------                          -----
   Scott M. Biehl                         $300
   Michael Will                           $125
   Accountants/Staff                  $75 to $300

                      About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on
March 21, 2012, listing $10 million to $50 million in assets and
debts.  Chief Judge Peter W. Bowie presides over the case.  Krifor
Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP,
serves as counsel.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.


EMPRESAS INTEREX: Hires Valdes Garcia to Conduct Audit
------------------------------------------------------
Empresas Interex Inc. asks the U.S. Bankruptcy Court for
permission to employ Valdes, Garcia, Marin & Martinez, LLP, to
conduct external audit of the Debtor's books and records for the
year ended on June 30, 2012.

The Debtor has agreed to pay a fee of $9,000.

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

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


FERROVIAL SA: Puts Madrid Toll Road Into Bankruptcy
---------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that eight years after
inking a EUR525 million ($680 million) contract to build and
operate the AP-36 Ocana-La Roda highway near Madrid, Spanish
infrastructure giant Ferrovial SA has put the asset into
bankruptcy, a spokesman confirmed Thursday.

Madrid-based Ferrovial, which holds a 55% stake in the
AP-36 toll road, and two minority owners requested a "judicial
declaration of voluntary insolvency" for the project from a
Spanish court on Oct. 19, according to the company.


FIRST PLACE FINANCIAL: In Ch. 11 to Sell Bank for $45 Million
-------------------------------------------------------------
First Place Financial Corp. filed a bare-bones Chapter 11 petition
(Bankr. D. Del. Case No. 12-12961) in Delaware on Oct. 28 to sell
its bank unit to Talmer Bancorp, Inc., absent higher and better
offers.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

According to the resolution authorizing the bankruptcy filing, the
Debtor has sought Chapter 11 protection to effect the sale of
First Place Bank.

Talmer Bancorp has agreed to purchase the Bank for $45 million in
cash.  In addition to the purchase price, Talmer is expected to
provide more than $200 million in capital to First Place Bank to
satisfy regulatory capital requirements, strengthen the Bank's
capital structure, and support lending activity.

The purchase agreement calls for the Company to pay Talmer, as
stalking-horse bidder, a break-up fee of $5 million in the event
of an acquisition by another bidder.  A copy of the purchase
agreement is available at http://is.gd/3OeQld

The offer is subject to higher and better offers.  Competing bids
must exceed Talmer's stalking horse offer by $2.5 million.  The
sale will be implemented under 11 U.S.C. Section 363.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel.

                          Significant Issues

"First Place Bank has faced significant issues for a number of
years, and today's agreement with Talmer will enable us to meet
the capital requirements set out by our regulator in July 2011,"
said Samuel A. Roth, Chairman of First Place Bank, in an Oct. 29
press release.

"Partnering with Talmer is a long-term solution for the Bank, its
employees and the customers we proudly serve throughout the
Midwest. Talmer has strong ties to the region and recognizes the
value and importance of local banks to the communities they
serve."

Mr. Roth added, "Although First Place Bank has always had
competitive products, a strong and loyal customer base and
outstanding employees, the issues we faced called for a
comprehensive solution and a strategic partner with the resources
and commitment to secure our future. That is what we have done
today and I am confident that, with Talmer, First Place Bank will
now be in a much stronger position to compete and grow."

David T. Provost, President and Chief Executive Officer of Talmer
Bancorp, Inc., and Talmer Bank and Trust, said, "We are excited
about this potential acquisition given the strategic fit of our
two banking organizations. Talmer Bancorp is one of the best
capitalized banking institutions in the region, and if this
transaction is approved, we intend to improve First Place Bank's
capital position and make necessary investments in its
infrastructure to improve its ability to serve its communities."

First Place Bank is not included in Chapter 11 filing and its
operations will not be affected by the filing.

It is expected that the competitive bidding and sale approval
process will take approximately 60 to 90 days.


                          Dimensional Fund

WYTV News reports that Dimensional Fund Advisers LP is listed in
court papers as the only entity holding more than 5% of the
company's voting shares and the largest unsecured creditors were
company trusts holding subordinated debt.

American Banker reports First Place has not published its
quarterly financial results in two years and had been in the midst
of an internal review that was set to force it to restate earnings
going back to 2008.  The company had said that the restatement,
which was focusing on its methodology for accounting for loan
losses, would have a "material adverse effect" on capital levels.
(Its thrift unit reported a loss of $7.7 million last year and a
loss of $41 million in 2011, according to Federal Deposit
Insurance Corp. data, but those figures could change pending the
restatement.)

American Banker notes, in June, First Place Financial hired
longtime banking executive Louis Dunham to help lead its recovery,
naming him interim president and chief executive.  Dunham had
owned a bank consulting firm, CAMELSolutions of Lakeville, Pa.,
and had previously been a chief executive at community banks in
Illinois and Florida.

American Banker notes the $2.2 billion-asset Talmer is backed by
capital from W.L. Ross & Co. and has grown by buying a number of
failed banks in states such as Michigan and Wisconsin.


FIRST MARINER: To Hold Annual Shareholders' Meeting on Dec. 3
-------------------------------------------------------------
1st Mariner Bancorp's Annual Meeting of Stockholders will be held
on Dec. 3, 2012, at 1:00 p.m. at First Mariner Bank, 3301 Boston
Street, 2nd Floor, Baltimore, Maryland.  The Company expects to
mail its definitive proxy statement to all stockholders of record
no later than Nov. 9, 2012.

The date of the 2012 Annual Meeting will be more than 30 days
after the anniversary of the 2011 Annual Meeting.  As a result,
the Company has set the following deadlines for the receipt of any
stockholder proposals.

Stockholder proposals submitted pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, for inclusion in the
Company's proxy materials for the 2012 Annual Meeting must be
received at the Company's principal executive offices, 1501 South
Clinton Street, Baltimore, Maryland 21224, attention Secretary, no
later than the close of business on Nov. 2, 2012, which the
Company considers a reasonable time before it begins to print and
send its proxy materials.  Those proposals will need to comply
with the rules of the Securities and Exchange Commission regarding
the inclusion of stockholder proposals in the Company's proxy
materials, and may be omitted if not in compliance with applicable
requirements.

Stockholders wishing to submit proposals or nominations to be
presented directly at the annual meeting instead of for inclusion
in the Company's proxy statement must follow the submission
criteria and deadlines set forth in the Company's Amended and
Restated Bylaws.  To be timely in connection with the 2012 Annual
Meeting, a stockholder proposal must be received by the Company's
Secretary at its principal executive offices not later than the
close of business on Nov. 5, 2012.

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

For the year ended Dec. 31, 2011, Stegman & Company, in Baltimore,
Maryland, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company continued to incur significant net losses in
2011, primarily from loan losses and costs associated with real
estate acquired through foreclosure.  The Company has insufficient
capital per regulatory guidelines and has failed to reach capital
levels required in the Cease and Desist Order issued by the
Federal Deposit Insurance Corporation in September 2009.

The Company's balance sheet at June 30, 2012, showed $1.22 billion
in total assets, $1.23 billion in total liabilities, and a
$17.12 million total stockholders' deficit.

                         Bankruptcy Warning

As of Dec. 31, 2011, the Bank's and the Company's capital levels
were not sufficient to achieve compliance with the higher capital
requirements the Company was required to have met by June 30,
2010.  The failure to meet and maintain these capital requirements
could result in further action by the Company's regulators.

In the September Order, the FDIC and the Commissioner directed the
Bank to raise its leverage and total risk-based capital ratios to
6.5% and 10%, respectively, by March 31, 2010 and to 7.5% and 11%,
respectively, by June 30, 2010.  The Company did not meet these
requirements.  The Company has been in regular communication with
the staffs of the FDIC and the Commissioner regarding efforts to
satisfy the higher capital requirements.

First Mariner currently does not have any material amounts of
capital available to invest in the Bank and any further increases
to the Company's allowance for loan losses and operating losses
would negatively impact the Company's capital levels and make it
more difficult to achieve the capital levels directed by the FDIC
and the Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
the FDIC and the Commissioner could take additional enforcement
action against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct us to seek a merger partner or
possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, First Mariner does not
believe that there would be assets available to holders of the
capital stock of the Company.


FULLER BRUSH: Court Approves GCG as Administrative Agent
--------------------------------------------------------
Fuller Brush Company sought and obtained permission from the U.S.
Bankruptcy Court to employ GCG, Inc., as administrative agent,
nunc pro tunc to the Petition Date.

GCG will, among other things:

   a) generate and provide claim reports and claim objection
      exhibits;

   b) manage the preparation, compilation and mailing of documents
      to creditors and other parties in interest in connection
      with the solicitation of a chapter 11 plan; and

   c) collect and tabulate votes in connection with any plan filed
      by the Debtors and providing ballot reports to the Debtors
      and their professionals.

The Debtors will pay the GCG's personnel at their discounted
hourly rates:

    Administrative and Claims Control              $45 to $55
    Project Administrators                         $70 to $85
    Quality Assurance Staff                        $80 to $125
    Project Supervisors                            $95 to $110
    Systems, Graphic Support & Technology Staff   $100 to $200
    Project Managers and Senior Project Managers  $125 to $175
    Directors and Asst. Vice Presidents           $200 to $225
    Vice Presidents and above                         $225

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

                      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.

In October 2012, Innovative Livestock Services Inc. purchased
Fuller Brush's non-consumer business for $12 million cash.
Victory Park exchanged $5 million in secured debt for the Debtors'
consumer business.


FULLER BRUSH: Victory Park to Finalize Sale in December
-------------------------------------------------------
Victory Park Capital has bought the consumer-related assets of
Fuller Brush Co. out of bankruptcy.   Michael Lauzon at Plastics
News reports that Victory Park announced Oct. 23 that the U.S.
Bankruptcy Court in New York approved the sale of Fuller's
consumer assets, consumer brands and goodwill.  Victory Park
expects to finalize the deal in December.

Fuller's non-consumer related business will be sold to Innovative
Livestock Services, also of Great Bend, Kan., which comprises a
group of several livestock feeding yards in Kansas and Nebraska.

The report notes Victory Park is not disclosing terms of the deal.

                      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.

In October 2012, Innovative Livestock Services Inc. purchased
Fuller Brush's non-consumer business for $12 million cash.
Victory Park exchanged $5 million in secured debt for the Debtors'
consumer business.


FUSION TELECOMMUNICATIONS: Receives $6MM from Subscription Pacts
----------------------------------------------------------------
Fusion Telecommunications International, Inc., this month entered
into subscription agreements with 91 accredited investors,
pursuant to which the Company sold 6,027.75 investment Units
consisting of (a) 6,027.75 shares of its newly designated Series
B-1 Cumulative Convertible Preferred Stock, par value $0.01 per
share, (b) Fixed Warrants to purchase 22,013,915 shares of the
Company's common stock, and (c) Contingent Warrants to purchase
11,006,958 shares of the Company's common stock for gross proceeds
of $6,027,750.

Each share of Series B-1 Preferred Stock has a Stated Value of
$1,000, and is convertible into a number of shares of the
Company's common stock that is equal to the Stated Value divided
by the volume-weighted-average price of the Company's common stock
for the 10 trading days prior to the closing.  Based upon that
calculation, and subject to the other terms of the Series B-1
Preferred Stock, the Series B-1 Preferred Stock sold to the
Investors is convertible into an aggregate of 55,034,647 shares of
the Company's common stock.

The Fixed Warrants may be exercised at any time following the
Share Authorization Date, for a number of Warrant Shares that is
equal to 50% of the Stated Value divided by 125% of the Preferred
Conversion Price, as adjusted for stock splits, combinations and
reclassifications.  Each Fixed Warrant will be exercisable at the
Fixed Warrant Exercise Price for a five-year term commencing on
the date of issuance.

On Oct. 18, 2012, the Company filed a Certificate of Designations
with the Secretary of State of Delaware, amending its Articles of
Incorporation by creating, and designating 21,240 shares of
previously undesignated preferred stock as, the Series B-1
Preferred Stock.

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

                        http://is.gd/Wy5Tq3

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

The Company reported a net loss of $4.45 million in 2011, compared
with a net loss of $5.79 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.48 million
in total assets, $15.73 million in total liabilities and a $11.24
million total stockholders' deficit.

At June 30 2012, the Company had a working capital deficit of
$12.6 million and an accumulated deficit of $151.5 million.  The
Company has continued to sustain losses from operations and has
not generated positive cash flow from operations since inception.
Management is aware that its current cash resources are not
adequate to fund its operations for the remainder of the year.
During the six months ended June 30, 2012, the Company raised
approximately $1.1 million, net of expenses, from the sale of the
Company's equity securities.

In its audit report on the 2011 financial statements, Rothstein,
Kass & Company, P.C., in Roseland, New Jersey, noted that the
Company has had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations that
raises a substantial doubt about their ability to continue as a
going concern.


HAWKER BEECHRAFT: To Expand Baron, Beechjet Line; Review Offers
---------------------------------------------------------------
Molly McMillin at The Wichita Eagle reports that Hawker Beechcraft
Corp. said it plans to add up to four offerings to its Baron and
Beechjet lines.

The report notes officials said development hasn't been possible
as a financially struggling company.  As a well-funded stand-alone
operation, the company will move forward with new and upgraded
products.

According to Hawker chairman Bill Boisture, the bankruptcy will
allow the company to shed $2.5 billion in debt and stand up as a
well funded entity.

The report relates Hawker Beechcraft received six bids from
interested parties from around the world for the company.  With
the decision now to emerge as a standalone company featuring its
Beechjet, Baron, King Air and trainer products, the company will
sell off or close its jet business.

The report says it is now revisiting interest from those original
parties plus talking to others.

The report notes the company has filed its revised reorganization
plan with the bankruptcy court.

The next step is a hearing by the bankruptcy judge on Nov. 15 to
review any objections to the reorganization plan.  Results from
that hearing are scheduled for Jan. 31, and then the company would
plan to emerge from bankruptcy shortly after that, the report
notes.

Jon Ostrower at Dow Jones' Daily Bankruptcy Review reports that
Hawker Beechcraft expects to make a decision on shedding its jet
business by the end of 2012 as part of its Chapter 11 bankruptcy
restructuring, the company's chairman said.

                      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.


HERITAGE CONSOLIDATED: Cash Collateral Access Expires Today
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved a stipulation between Heritage Consolidated, LLC, et al.,
and the Official Committee of Unsecured Creditors extending the
Debtors' use of cash collateral until Oct. 31, 2012.

As reported in the Troubled Company Reporter on Sept. 28, 2012,
the Debtor would use the cash collateral to pay the items and
amounts set forth in the monthly operating budget.

Pursuant to the terms of the cash collateral order dated March 11,
2011, which authorized the Debtors to use cash collateral until
March 31, 2011, the Debtors and the Committee are authorized to
extend the use of Cash Collateral by written agreement with the
Bankruptcy Court.

                    About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  The
Debtors each estimated assets and debts of $10 million to
$50 million.

The Debtors tapped Malouf & Nockels LLP's as special counsel;
Munsch Hardt Kopf & Harr, P.C.; Rochelle McCullough, LLP; HSC, RM
LLP as special bankruptcy counsel to HSC; and Bridge Associates,
LLC, as financial advisor and designate Scott Pinsonnault as
interim chief restructuring officer.

The U.S. Trustee for Region 6 formed an Official Committee of
Unsecured Creditors in the Chapter 11 cases.


HORSHAM 410: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Horsham 410, LLC
        410 Horsham Road
        Horsham, PA 19044

Bankruptcy Case No.: 12-19941

Chapter 11 Petition Date: October 23, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Dimitri L. Karapelou, Esq.
                  LAW OFFICES OF DIMITRI L. KARAPELOU, LLC
                  1600 Market Street, 25th Floor
                  Philadelphia, Pa 19103
                  Tel: (215) 391-4312
                  Fax: (215) 391-4350
                  E-mail: dkarapelou@karapeloulaw.com

Scheduled Assets: $10,000,001 to $50,000,000

Scheduled Liabilities: $10,000,001 to $50,000,000

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

The petition was signed by Charles Gallub, managing member of
Willow Grove CG/GP, general partner of Willow Grove York-Gallub,
L.P., sole member.


HOSTESS BRANDS: Pension Funds Object to Settlement Offer
--------------------------------------------------------
Ama Sarfo at Bankruptcy Law360 reports that The Bakery and Sales
Drivers Local Union No. 33 Industry Pension Fund and the Mid-
Atlantic Regional Council of Carpenters' Annuity Fund on Wednesday
rebuffed a proposed settlement agreement spurred by Hostess Brands
Inc.'s Chapter 11 reorganization, telling a New York bankruptcy
court that the deal attempts to waive key claims that the funds
maintain they won't surrender.


                       About Hostess Brands

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

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

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

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

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

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

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


IDEARC INC: Ex-Verizon CFO Testifies Spinoff Was Not 'Sneaky'
-------------------------------------------------------------
Jess Davis at Bankruptcy Law360 reports that Verizon
Communications Inc.'s former chief financial officer testified
Thursday in Texas federal court that she stands by the legitimacy
of the company's $9.9 billion spinoff of Idearc Inc., which later
filed for bankruptcy, and denied U.S. Bank NA's allegations that
Verizon lied to investors and the U.S. Securities and Exchange
Commission.

Bankruptcy Law360 relates that Doreen Toben, who retired in 2009,
said Verizon did nothing "sneaky" leading up to the 2006 spinoff.

Jess Davis at Bankruptcy Law360 reports that Verizon on Friday
rested its defense in Texas federal court against U.S. Bank NA's
claims the telecom giant grossly inflated the value of Idearc
Inc., which later filed for bankruptcy, in a $9.9 billion spinoff
deal, but won't get a ruling in the case before December.

                         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.


ISTAR FINANCIAL: Incurs $64.3 Million Net Loss in 3rd Quarter
-------------------------------------------------------------
iStar Financial Inc. reported a net loss of $64.30 million on
$86.24 million of total revenues for the three months ended
Sept. 30, 2012, compared with a net loss of $54.66 million on
$94.31 million of total revenues for the same period during the
prior year.

The Company reported a net loss of $161.48 million on
$274.93 million of total revenues for the nine months ended Sept.
30, 2012, compared with net income of $3.22 million on
$327.29 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $6.94
billion in total assets, $5.52 billion in total liabilities,
$14.20 million in redeemable non-controlling interests, and
$1.40 billion in total equity.

"We have continued to execute our corporate strategy to reduce
overall debt levels, maximize the value of our existing portfolio
and access the capital markets in order to position ourselves for
increased investment activity," said Jay Sugarman, iStar's
chairman and chief executive officer.  "We are pleased with our
overall progress in these areas as we head into 2013."

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

                        http://is.gd/PDSmso

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company reported a net loss of $25.69 million in 2011,
compared with net income of $80.20 million in 2010.

                           *     *     *

In March 2012, Fitch affirmed the company's 'B-' issuer default
rating.  The IDR affirmation is based on a manageable debt
maturity profile of the company, pro forma for the recently-
consummated secured financing that extends certain of the
company's debt maturities, relieving the overhang of significant
unsecured debt maturities in 2012 and 2013.  While this 2012
financing does not reduce the amount of total debt outstanding,
the company's debt maturity profile is more manageable over the
next two years, with only 48% of debt maturing pro forma, down
from 61%.  Given the mild improvement in commercial real estate
fundamentals and value stabilization, the company's loan and real
estate owned portfolio performance will likely improve going
forward, which should increase the company's ability to repay
upcoming indebtedness.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial Inc.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


K-V PHARMACEUTICAL: Seeks to Extend Exclusivity Period to March 4
-----------------------------------------------------------------
BankruptcyData.com reports that K-V Pharmaceutical filed with the
U.S. Bankruptcy Court a motion to extend the exclusive period
during which it can file a Chapter 11 plan and solicit acceptances
thereof through and including March 4, 2013 and May 2, 2013,
respectively.  The Court scheduled a Nov. 14 hearing on the
matter.

                     About K-V Pharmaceutical

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

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

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

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


KEOWEE FALLS: U.S. Trustee Withdraws Motion to Convert Case
-----------------------------------------------------------
The U.S. Trustee for Region 4 has withdrawn the motion to convert
the chapter 11 case of Keowee Falls Investment Group, LLC to
Chapter 7.  The U.S. Trustee filed the conversion motion in
September.  But after the Debtor filed its Chapter 11 plan and
disclosure statement, the U.S. Trustee agreed to withdraw the
motion.

As reported in the Oct. 26, 2012 edition of the Troubled Company
Reporter, Keowee Falls will seek approval on Dec. 4 of the
disclosure statement explaining the Chapter 11 liquidating plan.
The Debtor's remaining assets comprise of $165,000 in cash, a
potential recovery on a $16 million unsecured claim in Cliffs
Club's Chapter 11 case, and recovery from loans to related
entities or parties. With the secured claims paid in full from the
approved sale, unsecured creditors will be paid a pro rata share
of the net cash proceeds under the Plan.  Equity holders will
receive the surplus from any residual recoveries after unsecured
creditors have been paid in full.

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

     http://bankrupt.com/misc/Keowee_Falls_DS_101912.pdf

                        About Keowee Falls

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

In its schedules, the Debtor disclosed $32,671,753 in
assets and $19,913,844 in liabilities as of the Chapter 11 filing.

The Debtor owned The Cliffs at Keowee Falls South before giving up
the assets to lenders in exchange for $17 million of debt.


KRYSTAL INFINITY: U.S. Trustee Forms 5-Member Creditors Panel
-------------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16 appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of Krystal Infinity, LLC.

The Committee comprises of:

      1. Automotive Climate Control Inc.
         Attn: Casey Cummings
         P.O. Box 1905
         Elkhart, IN 46514
         Tel: (574) 264?2190

      2. Newport Laminates, Inc.
         Attn: Brad Bollman
         3121 West Central Ave.
         Santa Ana, CA 92704
         Tel: (714) 545?8335

      3. Freedman Seating Company
         Attn: Lynn Crim
         4545 West Augusta Blvd.
         Chicago, IL 60651
         Tel: (773) 524?2440

      4. Reliance Steel
         Attn: Jim Bradley
         2537 E. 27th Street
         Los Angeles, CA 90058
         Tel: (323) 583?6111

      5. G and H Professional Transport, LLC
         Attn: Brent E. Gardner
         428 South Redhill
         Alma, AR 72921
         Tel: (479) 420?1351

                       About Krystal Infinity

Krystal Infinity LLC filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-19701) on Aug. 14, 2012, in Santa Ana,
California.  Krystal Infinity manufactures and sells stretch
limousines, limousine vans, shuttle buses, limousine busses and
hearses.  Roughly 85% of Krystal Infinity's vehicle manufacturing
work is completed in Mexico through an affiliate Krystal
International.  The business was acquired by the Debtor through a
11 U.S.C. Sec. 363 sale conducted by Krystal Koach, Inc. (Case No.
10-26547) in January 2011.

Bankruptcy Judge Catherine E. Bauer presides over the case.  The
Debtor is represented by Ron Bender, Esq., at Levene, Neale,
Bender, Yoo & Brill LLP, in Los Angeles.

Krystal Infinity disclosed $5,417,070 in assets and $8,228,020 in
liabilities as of the Chapter 11 filing.


LBI MEDIA: S&P Cuts Corp. Credit Rating to 'D' on Missed Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Burbank, Calif.-based LBI Media Inc. (LBI) to 'D' from
'CC'.

"The rating actions stem from LBI Media Holdings' disclosure that
it did not make the interest payment (about $3.8 million) on its
11% senior discount notes due Oct. 15, 2012, and after LBI
announced its eighth extension of its subpar debt exchange offer
for the 8.5% senior subordinated notes due 2017 and 11% senior
discount notes due 2013. If the discount notes interest payment
default is not cured by Nov. 14, 2012, holders of at least 25% of
the outstanding principal amount of the discount notes can
accelerate the debt, resulting in a cross-default on the company's
other debt. If obligations outstanding under the discount notes
are not accelerated, an uncured default by LBI Media Holdings on
more than $10 million on indebtedness will constitute an event of
default under LBI's existing debt agreements," S&P said.

"On July 17, 2012, LBI announced its intent to de-leverage its
balance sheet by reducing the outstanding principal amount of debt
issued by LBI and LBI Media Holdings. As of Oct. 12, 2012, subject
to conditions, the company had offered to exchange below par new
second-priority secured springing subordinated notes due 2020 or
holding company notes due 2017 for its 8.5% subordinated notes and
11% discount notes. As of Oct. 25, 2012, noteholders holding about
26.4% of the principal amount of outstanding senior subordinated
notes, and 69.6% of the principal amount of the outstanding senior
discount notes not held by LBI Media Holdings (about 81.5%
including debt held by the company) had tendered their notes.  The
subordinate note indenture requires holders of at least 50% in
principal amount to consent to an amendment of certain covenants
and restrictions, and consent from holders of at least 75% in
principal amount to amend the relative rights of subordinated
noteholders," S&P said.

"We consider a missed interest payment as a default when the
nonpayment is a function of the borrower being under financial
stress even though a payment default has not occurred relative to
the legal provisions of the notes, and despite the 30-day grace
period to make the payments. Our rating action incorporates our
view that the payment will not be made in full during the grace
period," S&P said.

"We view LBI's business risk profile as 'weak' (as per our
criteria), given its cash flow concentration in a small number of
large U.S. Hispanic markets, intense competition for audiences and
advertisers from much larger rivals like Univision Communications
Inc., and risks surrounding TV network start-ups. In the second-
quarter 2012, revenue grew 2% over the prior-year period, led by
growth in the TV segment. EBITDA declined by 25% because of a 21%
increase in programming expenses. Debt to EBITDA (adjusted for
operating leases and including the 11% holding company senior
discount notes) was extremely high, at 20.6x and EBITDA coverage
of interest was fractional, at 0.52x for the 12 months ended June
30, 2012. We expect EBITDA coverage of interest to remain
meaningfully less than 1x over the intermediate term, causing LBI
to rely on revolver availability to meet a portion of cash
interest payments," S&P said.

"Under our base-case scenario, we believe LBI will benefit from
expanding market coverage of Estrella. Estrella's key advantage is
its strategy of counterprogramming the dominant U.S. Hispanic
network, Univision. We expect high-single- to low-double-digit
percentage revenue growth in the TV segment, and low- to mid-
single-digit percentage rate consolidated revenue growth, as
growth in the TV segment is offset by flat to low-single-digit
percent declines in the radio segment. We expect operating costs
to continue to grow at a mid- to high-single-digit percentage rate
as TV programming costs and increased selling-and-administration
costs outweigh cost cuts in the radio segment. As a result, absent
any meaningful progress restructuring the balance sheet, we
believe EBITDA could be flat to up slightly over our 2012 and 2013
projection period, and annual discretionary cash flow deficits
could be in the mid-$20 million area," S&P said.


LEGENDS GAMING: Senior Lenders to Recover 67% Under Plan
--------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
owner of Diamond Jacks Casinos in Mississippi and Louisiana filed
a restructuring plan that proposes paying a 67% recovery to first-
lien claimants and essentially cancels unsecured debt.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.


LIBERACE FOUNDATION: Files for Chapter 11 in Las Vegas
------------------------------------------------------
Liberace Foundation for the Creative and Performing Arts filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 12-22004) in Las
Vegas on Oct. 24, 2012.

Founded in 1976, the Liberace Foundation --
http://www.liberace.org/-- helps students in Southern Nevada
pursue careers in the performing and creative arts through
scholarship assistance and artistic exposure.  The foundation has
awarded more than 2,700 students with scholarships.

The Debtor owns the Liberace Museum Collection at 1775 E.
Tropicana, in Las Vegas.  The Liberace Museum, which has exhibited
the jewelry, pianos, garish gowns and other artifacts owned by the
great pianist and showman, was opened in 1979.  The property is
valued at $13 million.  The secured creditor, U.S. Bank N.A., is
owed $1.269 million.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for Dec. 6, 2012.  Creditors are required to send proofs of claim
by March 6, 2013.


LIGHTHOUSE IMPORTS: Toyota Dealer in Ch. 11, Cuts Ties With Werner
------------------------------------------------------------------
Lighthouse Imports, LLC, operator of a Toyota dealership in St.
Augustine, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 12-14459) in Orlando on Oct. 24.

The Debtor operates a car dealership in St. John's County selling
new Toyota and Scion automobiles and numerous brands of pre-owned
vehicles under the fictitious name of St. Augustine Toyota/Scion.
Opened in 1976, the dealership has a 6-car showroom, and a sales,
service and parts center.

The Debtor has filed a motion to use cash collateral and obtain
postpetition financing from Omni Financial Corporation.  A hearing
is schedule on Oct. 31, 2012, at 10:15 a.m.

The Debtor is also seeking to reject a management agreement with
Werner TSA, LLC.  Under the management agreement, Werner agreed to
provide a $300,000 loan and agreed to temporarily manage the
dealership and collect a management fee based on 58% of the
dealership's monthly net income.

The Debtor said its operations have deteriorated since Werner
began management of the dealership.  Over the past year, the
dealership's sales have declined, and the Debtor defaulted under
the terms of its floor-plan financing agreement with World Omni.
On Oct. 22, Werner's principal, Curtis G. Werner, transferred
$350,000 to himself without the Debtor's authorization.

Attorneys at Latham Shuker Eden & Beaudine LLP serve as bankruptcy
counsel to the Debtor.

According to the case docket, the Chapter 11 plan and disclosure
statement are due Feb. 21, 203.

Judge Karen S. Jennemann has been assigned to the case.

There's a meeting of creditors under 11 U.S.C. Section 341(a)
scheduled for Nov. 19, 2012, at 2:00 p.m.


LIGHTSQUARED INC: Harbinger Wants Suit Over $3BB Deal Dismissed
---------------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that Harbinger Capital
Partners LLC and its founder asked a New York federal judge
Thursday to dismiss a proposed class action alleging it misled
investors by sinking $3 billion into wireless network startup
LightSquared Inc. before the company spiraled into bankruptcy.

Bankruptcy Law360 relates that the February complaint alleged that
Harbinger and founder Philip Falcone never told investors that
they would invest nearly 60% of the entire fund in LightSquared, a
now-defunct broadband connectivity, and failed to inform investors
of the regulatory hurdles the company faced.

                       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.


MATTAMY GROUP: S&P Gives 'BB' CCR, Rates Sr. Unsecured Notes 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating on Mattamy Group Corp. "At the same time, we
assigned a 'BB' issue-level rating and '3' recovery rating to the
proposed $450 million senior unsecured notes due 2020. The '3'
recovery rating indicates our expectation for a meaningful (50%-
70%) recovery in the event of a payment default (see recovery
analysis section below). The outlook is stable," S&P said.

"Our ratings on Mattamy reflect the company's 'significant'
financial risk profile underpinned by comparatively low leverage
(albeit higher following the proposed debt issue) that is in-line
with the rating, extended debt tenor, and adequate liquidity,"
said credit analyst George Skoufis. "We view Mattamy's business
risk profile as 'fair'. Mattamy is well positioned in the
healthier Canadian housing market, most notably the Greater
Toronto area (GTA), which has supported steady profitability, but
does result in geographic concentration. Additionally, Mattamy's
more challenged U.S. housing markets are beginning to recover,
which should bolster overall diversification and profitability."

"The stable outlook reflects our expectations for Mattamy's
Canadian housing perations to be relatively stable, as its U.S.
operations slowly recover, which leads to improved EBITDA that
tempers the higher debt burden from Mattamy's debt refinancing. We
expect credit metrics to weaken but remain at levels that support
the current rating. We are unlikely to raise our corporate credit
rating over the next 12 months because based on our base-case
expectations, we do not expect Mattamy's credit metrics to
materially improve such that it would support a higher rating.
However, should the company continue to outperform peers and
prudently invest cash, while maintaining adequate liquidity and
reduce leverage to the 2x-3x range and 35% debt-to-capital area,
we would consider raising the rating. Conversely, we would lower
our rating if the Canadian housing market deteriorates materially,
putting pressure on profitability and liquidity (if Mattamy
invests in land too aggressively, for example), or if leverage
rises to 5x or more," S&P said.


MOHEGAN TRIBAL: Files Mohegan Sun Statistical Report
----------------------------------------------------
The Mohegan Tribal Gaming Authority posted on its Web site its
Table Games Statistical Report for Mohegan Sun at Pocono Downs
containing statistics relating to gross table games revenues,
table games tax and weighted average number of table games.  The
Table Games Statistical Report includes these statistics on a
monthly basis for the fiscal years ended Sept. 30, 2012, and 2011.
A copy of the Table Games Statistical Report is available for free
at http://is.gd/GPqGqG

                About Mohegan Tribal Gaming Authority

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

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

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

                           *     *     *

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

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

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


MSR RESORT: Cash Collateral Access Extended Until Dec. 31
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation extending until Dec. 31, 2012, MSR Resort
Golf Course LLC, et al.'s use of prepetition secured parties' cash
collateral.

Pursuant to the stipulation entered between the Debtor and Midland
Loan Services, Inc., among other things:

   -- Midland consented to the Debtors' continuing use of cash
      collateral pursuant to the final order;

   -- the Debtors' obligations will continue to apply with equal
      force in connection with all postpetition financing obtained
      by the Debtors and with any further postpetition financing,
      provided however, that the Calendar Maturity Date will be
      Dec. 31, 2012; provided further that the satisfaction of the
      obligations is not a condition precedent to the
      effectiveness of the cash collateral order, but, rather a
      condition to the Debtors' continuing use of cash collateral;
      and

   -- Midland agrees to the temporary waiver and forbearance;
      provided, however, that nothing herein will operate as a
      waiver or forbearance of any of Midland's other rights under
      the cash collateral order.

                         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.


MSR RESORT: Gets Fifth Interim Approval to Incur DIP Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
in a fifth interim order, authorized MSR Resort Golf Course LLC,
et al., to obtain additional secured, postpetition financing, and
incur additional debt on a superpriority basis, principal amount
of $5 million until the date of the fifth final hearing.

The fifth final hearing is scheduled for Nov. 20, 2012, at
11 a.m., prevailing Eastern Time.

The loan will be pursuant to (i) the secured, superpriority
Debtor-in-Possession Credit Agreement, dated as of March 21,
2011,, among the DIP Facility Debtors, as borrowers, MSR Resort
Golf Course, LLC, as administrative borrower, CNL DIP Recovery
Acquisition, LLC, successor to Paulson Real Estate Recovery Fund
LP, and Five Mile Capital II CNL DIP Administrative Agent LLC, as
co-agents, and the lenders thereunder.

AS adequate protection from any diminution value for the lender's
collateral, the Debtor will grant the DIP lenders replacement
liens and allowed superpriority administrative expense claim,
subject only to the carve-out on certain expenses.

                         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.


NORTEL NETWORKS: Committee Objects to Bid to End Disability Plans
-----------------------------------------------------------------
BankruptcyData.com reports that Nortel Networks' official
committee of long-term disability participants filed with the U.S.
Bankruptcy Court an objection to the Debtors' motion to terminate
the long term disability plans and the employment of the LTD
employees.

The Committee asserts, "The Debtors' Motion to Terminate is an
attempt to disregard clearly prescribed Congressional limits
adopted to protect fiduciary and contractual obligations owing to
the 215 permanently and long term disabled employees of the
Debtors by participating in the enormous shell game to hide the
contents of long term disability plans providing benefits to these
employees.  The Debtors seek, without standing to do so and in
direct violation of their fiduciary duties to the LTD
Participants, an unprecedented ruling that implicates much more
than a purportedly reserved prerogative."

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


OCALA FUNDING: Gonzalo R. Dorta Okayed as Litigation Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Ocala Funding, LLC, to employ Gonzalo R. Dorta as
special litigation counsel.

                        About Ocala Funding

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

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

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

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

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

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

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

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


OCALA FUNDING: Has Until Jan. 6 to Propose Chapter 11 Plan
----------------------------------------------------------
The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida extended Ocala Funding, LLC's exclusive
periods to file and solicit acceptances for the proposed chapter
11 plan until Jan. 6, 2013, and March 7, 2013, respectively.

                        About Ocala Funding

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

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

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

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

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

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

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

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


OCEANSIDE YACHT: Court Dismiss Case After BB&T Settlement
---------------------------------------------------------
The U.S. Bankruptcy Court has approved Oceanside Yacht Club
Development, Inc.'s motion to dismiss its Chapter 11 case.

According to the order, the Debtor has paid all claims asserted in
the bankruptcy case as evidenced by an affidavit filed Oct. 2.

The Debtor's largest creditor is BB&T.  The Debtor has reached a
tentative global settlement with BB&T which address the repayment
of BB&T's claims.  According to court papers filed Aug. 24,
counsel for the Debtor and BB&T worked to draft and finalize the
appropriate the settlement documents.  One of the terms of the
deal is that the Debtor seeks dismissal of its bankruptcy case
within 30 days of the execution of the settlement agreement.  The
terms of the settlement will provide for payment of unsecured
claims in the case that are properly payable by the Debtor.

                    About Oceanside Yacht Club

Oceanside Yacht Club Development, Inc., fdba Shores Development
Inc., owns 32 boat slips at a marina known as The Shores at
Spooners Creek, located in Morehead City, Carteret County, North
Carolina.  The slips are available for sale or rental on a month-
to-month basis.  Oceanside Yacht Club filed for Chapter 11
bankruptcy (Bankr. E.D.N.C. Case No. 12-04824) on July 2, 2012.
It scheduled $23,979,592 in assets and $30,227,643 in liabilities.

Judge Stephani W. Humrickhouse oversees the Debtor's case.  Laurie
B. Biggs, Esq., and Trawick H. Stubbs, Jr., Esq., at Stubbs &
Perdue, P.A., serve as Chapter 11 counsel.

The Bankruptcy Administrator stated that it was unable to form
unsecured creditors' committee.


P2 NEWCO: Moody's Assigns 'B2' Corp. Family Rating
--------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
P2 Newco Inc. (dba P2 Energy Solutions Inc.) and B1 ratings to the
company's first lien debt and Caa1 ratings to its second lien
debt. The debt is being used to refinance existing debt and fund a
$298 million distribution to shareholders. P2 is owned by private
equity firm, Vista Equity Partners. The ratings outlook is stable.

Ratings Rationale

The B2 rating primarily reflects the high leverage as a result of
the dividend financing and the company's relatively small scale
and aggressive financial policies. Though leverage is high
(estimated at 6.3x on a Moody's adjusted basis based on pro forma
September 30, 2012 results), the company's leading position in
several software niches within the upstream oil and gas industry,
stable base of recurring revenues and good mid single digit
organic growth prospects (the company grew at approximately 10%
organically in 2012) should be sufficient to support the debt
load. The company is expected to continue to be acquisitive so
while the company has the capacity to paydown debt, there is
reasonable likelihood that debt levels will remain elevated.

P2 Newco is currently a subsidiary of P2 Acquisition Sub, LLC and
does not produce its own audited financials, though stand alone
audited financials are expected going forward. Moody's ratings are
based on the unaudited financials and market data presented to us
and could be revised if new information including future audits or
market data are substantially different from the unaudited
financials or market information Moody's has reviewed.

The company has built its strong market positions across the
upstream oil and gas industry through internally developed
products and strategic acquisitions over the past 3 years and is
likely the largest player in financial and accounting as well as
land management software among US and Canadian large and mid-cap
exploration and production players in the oil and gas industry.
The company competes to some degree with much larger enterprise
software players SAP and much larger oil and gas players
Schlumberger and Halliburton, though P2's specialized software
often gets installed alongside the larger players.

The stable ratings outlook reflects Moody's expectation of
continued EBITDA growth and free cash flow to debt levels
exceeding 5% over the next year. The ratings could face downward
pressure if leverage were to increase above 6.5x on other than a
temporary basis or free cash flow to debt levels are expected to
remain below 5%. Ratings could face upward pressure if leverage
declines below 4x on a sustained basis however given the
aggressive financial policies of the company and its owners, an
upgrade is unlikely in the near term.

Issuer: P2 Energy Solutions, Inc.

  Assignments:

     Probability of Default Rating, Assigned B2

     Corporate Family Rating, Assigned B2

     Senior Secured Bank Credit Facility, Assigned B1

     Senior Secured Bank Credit Facility, Assigned B1

     Senior Secured Bank Credit Facility, Assigned Caa1

     Senior Secured Bank Credit Facility, Assigned a range of
     LGD3, 32 %

     Senior Secured Bank Credit Facility, Assigned a range of
     LGD3, 32 %

     Senior Secured Bank Credit Facility, Assigned a range of
     LGD6, 96 %

The principal methodology used in rating P2 Newco Inc was the
Global Software Industry Methodology published in October 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

The instrument ratings of the individual debt instruments were
determined using Moody's Loss Given Default Methodology and
reflect the instruments relative position within the capital
structure.

P2 is a provider of specialized software to exploration and
productions companies in the oil and gas industry. The company's
principal offices are in Houston, TX, Denver, CO and Calgary,
Alberta.


PERFORMA ENTERTAINMENT: Can Reassign Beal Street Lease to Memphis
-----------------------------------------------------------------
Bill Dries, writing for Memphis Daily News, reports, that U.S.
Bankruptcy Judge Jennie Latta in Memphis on Oct. 31 ruled that
Performa Entertainment Real Estate Inc. is not in default of its
sublease with the Beale Street Development Corporation; and that
Performa, which has managed and developed city-owned properties
since the renovated the Beale Street entertainment district opened
in 1983, can now reassign its lease to the city.

Daily News recounts that Memphis Mayor A C Wharton Jr. made a
settlement of a multi-sided Chancery Court lawsuit a priority
shortly after becoming mayor in 2009.  He and Performa founder
John Elkington negotiated a settlement in 2010 that included the
departure of the company and Mr. Elkington from management of the
district.  Performa then filed bankruptcy reorganization as part
of the settlement with a plan to assign the lease to the city.

Daily News says Judge Latta has yet to rule on Performa's
settlement.

Amos Maki at The Commercial Appeal reports that Judge Latta began
on Oct. 29 the trial over who will manage the Beale Street
Entertainment District.

The Commercial Appeal relates Memphis owns the four-block
entertainment district and Beale Street Development Corp. holds
the master lease, subletting management of the properties on Beale
to Performa Entertainment Real Estate, which has run the district
for 30 years.  According to The Commercial Appeal, BSDC's
attorney, John Candy, said his side hopes the lease won't be
assigned to the city.

The Commercial Appeal says BSDC argued that Performa president,
Mr. Elkington, should not have paid himself a salary in addition
to the fees he earns for managing and leasing to businesses on the
street, and that Performa should have turned over revenues to BSDC
and the city.

The report relates Bill Watkins of the Watkins Uiberall accounting
and consulting firm, however, testified that Mr. Elkington's
salary was proper.  Mr. Watkins also said the city owed Performa
$1.4 million for funds Performa spent on the district.

The report relates a 52-year agreement signed in 1982 by the city,
Beale Street Development Corp. and Performa gives Performa a 10.5%
fee on revenue generated in the entertainment district and a 5%
leasing commission in exchange for overseeing operations.  The
rest of the money is supposed to go to BSDC and the city.

The report adds the city has never been paid from the arrangement.

The report relates Mr. Elkington said for many years, there were
few or no funds left from the rents collected from businesses on
Beale after costs for day-to-day operations were paid.

According to The Commercial Appeal, the city, under former mayor
Willie Herenton, originally sided with BSDC in claiming that
Performa owed millions of dollars generated on the street.

The report recounts that the city four years ago hired
Philadelphia-based Parente Randolph to investigate Beale Street
finances and the firm reported that Performa had commingled Beale
Street funds with other projects, charged for expenses that were
never incurred and charged expenses from other business ventures
to Beale Street.  Parente Randolph concluded that $6.4 million in
profits the entertainment district generated between 2002 and 2008
were never turned over to the city and BSDC, the report adds.

The report notes, however, the subsequent audit by Mr. Watkins
cast doubt on those numbers and BSDC now alleges the amount owed
by Performa is around $2.5 million.

The Commercial Appeal relates Mayor Wharton said costly litigation
could have continued for years, that there was no guarantee the
city would collect a judgment against Performa and that the city
should control one of its largest tourism attractions.

Performa Entertainment -- http://www.performaentertainment.com/--
is a developer and consultant for urban retail/entertainment
districts.  Performa filed Chapter 11 bankruptcy (Bankr. W.D.
Tenn. Case No. 10-____) in the summer of 2010 in the midst of the
court battle with the city of Memphis, Tenn.


PETTUS PROPERTIES: Mitchell & Culp Withdraws as Counsel
-------------------------------------------------------
Richard M. Mitchell, Esq., and Mitchell & Culp, PLLC sought and
obtained permission from the U.S. Bankruptcy Court to withdraw as
counsel in the bankruptcy case of Pettus Properties, Inc.  The
Debtor has advised the firm that it no longer wishes to use their
services.  The firm says "good cause" exists for its withdrawal.

                      About Pettus Properties

Charlotte, North Carolina-based Pettus Properties, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No.
10-31632) on June 8, 2010.  The Company estimated its assets and
debts at $10 million to $50 million.

In 2011, the Debtor filed a Chapter 11 plan of reorganization,
which was challenged by VFC Partners 8 LLC.  Terms of the Plan and
VFC's objections were reported by the Troubled Company Reporter on
June 24 and July 15, 2011.  Robert A. Cox, Jr., Esq., at
McGuireWoods LLP, represents VFC.  A full-text copy of the
disclosure statement is available for free at
http://bankrupt.com/misc/PETTUS_DS.pdf


POTLATCH CORP: S&P Revises Outlook on 'BB' CCR on Better Earnings
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Spokane,
Wash.-based Potlatch Corp. to stable from negative. "At the same
time, we affirmed all existing ratings, including our 'BB'
corporate credit rating on the company.

"The outlook revision and rating affirmation reflects our improved
view for Potlatch's EBITDA performance in light of recovering
housing markets and better than previously anticipated wood
products segment earnings, said credit analyst Tobias Crabtree.
"As a result, we now expect Potlatch's leverage to decline to
approximately 4x at year end 2012 and be maintained below 4x in
2013."

"The stable rating outlook reflects our expectations that
improving housing and lumber markets will result in Potlatch's
leverage declining to 4x over the next several quarters. In
addition, we expect the company to maintain its adequate liquidity
position and address the 2013 revolver maturity in a timely
manner," S&P said.


RAILWORKS CORP: Settles Pennsylvania Revenue Department Claims
--------------------------------------------------------------
Bankruptcy Judge James F. Schneider signed off on a Stipulation
and Consent Order resolving the objection of Railworks Corporation
and 22 of its affiliates to the proofs of claim filed by the
Pennsylvania Department of Revenue.

The PDR filed proofs of claim against these Debtors:

     Debtor              Claim No.  Claim Amount  Nature of Claim
     ------              ---------  ------------  ---------------
     L.K. Comstock          2521       $2,032.00  Corporate income
        & Company, Inc.                           taxes

     Gantrex Corp.          2522       $3,192.00  Corporate income
                                                  taxes

     HSQ Technology Corp.   3058      $26,074.00  Corporate and
                                                  franchise taxes

                            3160      $26,074.00  Corporate and
                                                  franchise taxes

In October 2003, the Debtors objected to the Claims on the grounds
that the Claims were either overstated or paid, and should be
reduced or disallowed in full.

In May 2012, Railworks made a payment to the PDR in the amount of
$1,859.00 on account of Claim No. 2521.

In or about May 22, 2012, Railworks made a payment to the PDR in
the amount of $15,133.00 on account of Claim No. 3058.


Railworks and the PDR have agreed that Claim No. 2522 has been
satisfied and should be disallowed in full; and Claim No. 3160 is
a duplicate of Claim No. 3058 and that Claim No. 3160 should be
disallowed in full.

Railworks and the PDR have agreed to settle any remaining
obligations of HSQ and Comstock for Claim Nos. 2521 and 3058 for a
final payment by Railworks to the PDR in the amount of $821.50,
which payment was made Oct. 11, 2012.

Railworks and the PDR have agreed that Claim Nos. 2521 and 3058
have been paid and should be expunged from the Claims Registry on
the basis of the Debtors' payment.

A copy of the Court's Stipulation and Consent Order dated Oct. 26
is available at http://is.gd/9Hk5L9from Leagle.com.

Founded in 1998, RailWorks Corporation -- http://www.railworks.com
-- provides reliable construction, maintenance, and material
solutions for the rail and rail-transit industries.  Baltimore-
based RailWorks Corp. and 22 of its affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Md. Case Nos. 01-64463 through
01-64485) on Sept. 21, 2001, Judge E. Stephen Derby presiding.
Whiteford, Taylor & Preston L.L.P., served as bankruptcy counsel.
In November 2002, RailWorks emerged from bankruptcy as a privately
held company.  It received approval of its reorganization plan
effective Oct. 1, 2002.


RALPH ROBERTS: Court Rejects Plan That Favors Equity Holder
-----------------------------------------------------------
Unsecured creditors of Ralph Roberts Realty, LLC, defeated the
company's bankruptcy-exit plan, which proposes to hand full
ownership of the company to co-debtor Ralph Roberts.

The Official Committee of Unsecured Creditors and a group of
unsecured creditors referred to as the "2007 creditors" were able
to convince Bankruptcy Judge Thomas J. Tucker at the Oct. 17
confirmation hearing, who ruled that the Debtors' Third Amended
Plan cannot be confirmed because it violated the absolute priority
rule spelled out in the Bankruptcy Code.

The Third Amended Plan is a joint plan of both Realty LLC and Mr.
Roberts himself.  The Plan contains 13 classes of creditors, all
of which are impaired under the Plan, and one class of equity
interests.  The classes are: 8 classes of secured creditors of the
Debtor Ralph Roberts Realty, LLC (Classes 1-8); a class consisting
of the general unsecured creditors of Realty LLC (Class 9); a
class of secured claims of Debtor Ralph Roberts (Class 10); two
classes of general unsecured creditors of Ralph Roberts (Classes
11 and 12); a class of "Interdebtor Claims" (Class 13); and a
class consisting of the equity interests in Realty LLC (Class 14).

Three secured creditor classes of Realty LLC voted to accept the
Plan (Classes 6-8).  The class of general unsecured creditors of
Realty LLC (Class 9) voted to reject the Plan.  The parties have
agreed that the two classes of unsecured creditors of Ralph
Roberts (Classes 11 and 12) should be treated as one class for
voting purposes.  So viewed, those classes voted to reject the
Plan.

Because not all impaired classes have accepted Debtors' Plan, the
Debtors are unable to confirm the Plan under 11 U.S.C. Sec.
1129(a).  Accordingly, the Debtors seek to confirm the Plan on a
cramdown basis, under 11 U.S.C. Sec. 1129(b).  But the Committee
and the 2007 Creditors contend that the Debtors' Third Amended
Plan does not meet the requirements for confirmation under Sec.
1129(b) with respect to the class of unsecured creditors of Realty
LLC (Class 9).

Under the Third Amended Plan, Mr. Roberts, who is an 80% owner of
Realty LLC, will become the 100% owner of the reorganized Realty
LLC.  In exchange, Mr. Roberts proposes to provide new value to
Realty LLC by waiving a pre-petition claim he has against Realty
LLC for unpaid commissions in the amount of $1,350,000.  The Plan
gives only Mr. Roberts the opportunity to give new value and
acquire ownership of the reorganized Realty LLC; it does not allow
anyone else to compete with Mr. Roberts in any way for this
opportunity.

The Committee and the 2007 Creditors argue that the Third Amended
Plan is not "fair and equitable," because the Plan violates the
absolute priority rule.  This is because under the Plan, Realty
LLC's 80% pre-bankruptcy equity holder (Ralph Roberts) would
receive a property interest, in the form of a 100% ownership
interest in the reorganized Realty LLC, and this must be deemed to
be "on account of" Mr. Roberts' pre-bankruptcy equity interest in
Realty LLC.

The Debtors argue that it makes no sense to require that anyone
other than Mr. Roberts have an opportunity to buy the new equity
in the reorganized Realty LLC.  This is so, according to the
Debtors, because Mr. Roberts, with his particular talents,
knowledge, and contacts, and his real estate broker's license, is
personally essential to the continuing operation, viability, and
value of Realty LLC.  And, the Debtors say, if someone other than
Mr. Roberts were to obtain the equity in Realty LLC, Mr. Roberts
would not continue to work for that entity.  Knowing this, the
Debtors suggest, no one else would bid, or try to outbid Mr.
Roberts, for the equity in the reorganized Realty LLC.

In rejecting the Plan, Judge Tucker pointed to the U.S. Supreme
Court's ruling in Bank of America Nat'l Trust and Savs. Ass'n v.
203 North LaSalle St. P'ship, 526 U.S. 434 (1999).  The plan in
North LaSalle was proposed during a time when the debtor
partnership had the exclusive right to propose a plan, and
provided pre-petition equity holders of the debtor (the limited
partners of the debtor partnership) with the exclusive opportunity
to obtain ownership interests in the reorganized debtor by
contributing new value to the reorganized debtor.  The Supreme
Court held that the plan was "doomed . . . by its provision for
vesting equity in the reorganized business in the [d]ebtor's
partners without extending an opportunity to anyone else either to
compete for that equity or to propose a competing reorganization
plan."

The Supreme Court in North LaSalle explained: "If the price to be
paid for the equity interest is the best obtainable, old equity
does not need the protection of exclusiveness (unless to trump an
equal offer from someone else); if it is not the best, there is no
apparent reason for giving old equity a bargain.  There is no
reason, that is, unless the very purpose of the whole transaction
is, at least in part, to do old equity a favor."

The 2007 Creditors are (1) Charles A. Ferarolis, individually and
as Trustee of the Irrevocable Living Trust Agreement, U/A/D
9/10/2007, and on behalf of the designated beneficiaries of said
trust; (2) Audrey Ferris, individually and as Trustee of the
Audrey Ferris Revocable Trust; (3) Tony Ferris, individually and
as Trustee of the Tony Ferris Revocable Trust; (4) Joseph Zardis,
individually; (5) Eleanor Zardis, individually; (6) M. John
Zardis, individually; (7) Mary C. Ferris, individually; (8) Helen
Sernka, individually; (9) Richard P. Whitmore, individually and as
Trustee of the Richard P. Whitmore Revocable Trust; and (10)
Pauline A. Whitmore as Trustee of the Pauline A. Whitmore
Revocable Trust.

A copy of Judge Tucker's Oct. 19, 2012 Opinion is available at
http://is.gd/2rUEwVfrom Leagle.com.

                        About Ralph Roberts

Ralph Roberts and his namesake firm, Ralph Roberts Realty LLC, in
Sterling Heights, Michigan, filed for Chapter 11 bankruptcy
(Bankr. E.D. Mich. Case Nos. 12-53023 and 12-53024) on May 25,
2012.  Ralph Roberts is a Clinton Township realtor who owns the
giant nail from the iconic Uniroyal tire near Detroit Metropolitan
Airport.

According to Detroit News, the bankruptcy filing followed years of
disputes with real estate investors and fallout from a 2004
indictment stemming from the federal probe of Macomb County
Prosecutor Carl Marlinga.

Judge Thomas J. Tucker presides over the case.  Hannah Mufson
McCollum, Esq., and John C. Lange, Esq., at Gold, Lange & Majoros,
PC, serve as the Debtors' counsel.  Mr. Roberts listed more than
$1.86 million in assets and $73.2 million in liabilities in his
own Chapter 11 petition.  The real estate firm scheduled assets of
$1,520,232 and liabilities of $108,381.


RECONCILIATION MINISTRY: Fails to Pay Filing Fee; Case Dismissed
----------------------------------------------------------------
Bankruptcy Judge David R. Duncan dismissed the Chapter 11 case of
Reconciliation Ministry-East due to the Debtor's failure to retain
counsel, appear at an Oct. 25 Show Cause hearing, and provide
support for its eligibility to pay the filing fee in installments.
The Clerk's Office is directed not to accept a new bankruptcy
petition by the Debtor unless the filing fees for the new case and
the present case are paid in full.  A copy of the Court's Oct. 25,
2012 Order is available at http://is.gd/qiOz1nfrom Leagle.com.

Reconciliation Ministry-East filed for Chapter 11 bankruptcy, pro
se (Bankr. D. S.C. Case No. 12-06049) on Sept. 28, 2012, listing
$500,001 to $1 million in both assets and debts.


SAHARA TOWNE: Court Approves Funsten as Plan Expert Witness
-----------------------------------------------------------
Sahara Towne Square, LLC, sought and obtained approval from the
U.S. Bankruptcy Court to employ Kenneth Funsten, CFA, of FamCO
Advisory Services as an expert witness.

Mr. Funsten will, among other things:

   a. provide report of expert opinion as to appropriate interest
      rate, feasibility, and other plan confirmation issues; and

   b. testify at Plan Confirmation, if necessary, as expert
      witness.

Mr. Funsten will be paid on an hourly basis.  Mr. Funsten has
requested an initial retainer of $18,000.

Kenneth Funsten, CFA attests he is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                    About Sahara Towne Square

Sahara Towne Square, LLC, filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 12-12537) in its hometown in Las Vegas on March 7,
2012.  Sahara Towne, which claims to be a Single Asset Real Estate
under 11 U.S.C. Sec. 101(51B), disclosed $13.79 million in total
assets and $9.59 million in total liabilities in its schedules.

The Debtor says it owns a property located at 2520 & 2650 S.
Maryland Parkway, in Las Vegas, worth $13.27 million in assets.
The property serves as collateral for a $9.58 million debt to U.S.
Bank National Association.  Real Estate Assets Management, LLC, is
the property manager for the properties.

The Debtor has obtained approval to hire Marquis Aurbach Coffing
as counsel and Flangas McMillan Law Group as special counsel.

U.S. Bank National Association, as Trustee for the Registered
Holders of Bank of America, N.A.-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 200I-3, is represented in the case by Robert
R. Kinas, Esq., Nishat Baig, Esq., and Blakeley E. Griffith, Esq.,
at Snell & Wilmer L.L.P.


SAHARA TOWNE: Court Approves Charles E. Jack as Appraiser
---------------------------------------------------------
Sahara Towne Square, LLC, sought and obtained approval from the
U.S. Bankruptcy Court to employ Charles E. Jack IV, MAI as
appraiser to, among other things:

    a. perform an appraisal with a full DCF/Argus on 2520 and 2650
       South Maryland Parkway, Las Vegas, Nevada (APNs 162-11-1-1-
       001 and 005); and

    b. testify at the plan confirmation hearing, if necessary, as
       expert witness.

He will be paid a flat fee of $5,500.

Mr. Jack attests he is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                    About Sahara Towne Square

Sahara Towne Square, LLC, filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 12-12537) in its hometown in Las Vegas on March 7,
2012.  Sahara Towne, which claims to be a Single Asset Real Estate
under 11 U.S.C. Sec. 101(51B), disclosed $13.79 million in total
assets and $9.59 million in total liabilities in its schedules.

The Debtor says it owns a property located at 2520 & 2650 S.
Maryland Parkway, in Las Vegas, worth $13.27 million in assets.
The property serves as collateral for a $9.58 million debt to U.S.
Bank National Association.  Real Estate Assets Management, LLC, is
the property manager for the properties.

The Debtor has obtained approval to hire Marquis Aurbach Coffing
as counsel and Flangas McMillan Law Group as special counsel.

U.S. Bank National Association, as Trustee for the Registered
Holders of Bank of America, N.A.-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 200I-3, is represented in the case by Robert
R. Kinas, Esq., Nishat Baig, Esq., and Blakeley E. Griffith, Esq.,
at Snell & Wilmer L.L.P.


SCOTT POGUE: Court Won't Hear Helmer Martins Lawsuit
----------------------------------------------------
District Judge Virginia Emerson Hopkins dismissed for lack of
subject matter jurisdiction an abuse of process and malicious
prosecution lawsuit filed by James B. Helmer, Jr. and Helmer
Martins Rice & Popham Co., L.P.A. against Scott Pogue.  The claims
asserted by the Helmer Parties relate to two pre-existing
proceedings: (1) the Helmer Parties' prior representation of Mr.
Pogue in a qui tam action in 1994; and (2) Mr. Pogue's subsequent
legal malpractice suit relating to the Helmer Parties'
representation of him in the Qui Tam Action filed as an adversary
proceeding in Mr. Pogue's bankruptcy case in 2008.

The case is JAMES B. HELMER, JR.,; HELMER MARTINS RICE & POPHAM
CO., L.P.A., Plaintiffs, v. SCOTT POGUE, Defendant, Case No. 2:12-
CV-1635-VEH (N.D. Ala.).  A copy of the Court's Oct. 22, 2012
Memorandum Opinion is available at http://is.gd/tSbSICfrom
Leagle.com.

Scott Pogue filed for Chapter 11 bankruptcy (Bankr. N.D. Ala. Case
No. 07-00838) on Feb. 22, 2007.  A copy of the petition is
available at http://bankrupt.com/misc/alnb07-00838.pdf


SHILO INN: Inks Deal Continuing Confirmation Hearing to March
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
signed a stipulation continuing until March 21, 2012, the hearing
to consider confirmation of Shilo Inn, Seaside Oceanfront, LLC's
Plan of Reorganization.

The stipulation between the Debtor and primary secured creditor
Onewest Bank, FSB, also provides that the deadlines related to the
confirmation hearing will be tolled, suspended, extended and
continued for 90 days.

The previous schedule includes:

         Confirmation Hearing:                  Dec. 13
         Voting Deadline:                       Oct. 29
         Preliminary Objection                  Oct. 29
         Full Objection:                        Nov. 29
         Designation of Experts                 Oct. 29
         Filing of Expert Reports and
           Declarations                         Nov. 16
         Brief in Support of the Plan           Nov. 22

The Debtor noted that it had engaged a Court-ordered mediation
regarding the Plan with Onewest, who was opposed to the plan as
filed.  On Oct. 11, a basic settlement was reached with the signed
term sheet which provides stay of all bankruptcy proceeding and
litigation between the parties while the settlement is finalized.
Upon execution of formal settlement documents, the parties intend
to seek Court approval of their settlement documents, the parties
intend to seek Court approval of their settlement, which would
render moot the hearing on the Plan.

                    The Plan of Reorganization

The Disclosure Statement was approved as containing adequate
information.

As reported in the Troubled Company Reporter on Sept. 12, 2012,
the Disclosure Statement provides that OneWest Bank, the secured
lender, will receive payments for 30 years -- the first five years
will be interest-only-payments and the next 25 years will be fully
amortized over 25 years with principal and interest payments.  The
Debtor said that the July 18 Disclosure Statement will be further
amended to provide that OneWest Bank's secured claim is being paid
on a 25-year amortization basis instead of 30 years.

A prior iteration of the Disclosure Statement was rejected by the
bankruptcy judge in May; the Court ordered the Debtor and One West
Bank to engage in mediation by July 1.

               About Shilo Inn, Seaside Oceanfront

Based in Portland, Oregon, Shilo Inn, Seaside Oceanfront, LLC,
operates the Seaside Hotel, a 113-room hotel situated on 1.37
beautiful acres in Seaside, Oregon, pursuant to a franchise
agreement with Shilo Franchise International, LLC. The Hotel is
located directly on the beach and is the premier fixture of the
Seaside promenade.

Shilo Inn Seaside Oceanfront filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 11-34669) on June 7, 2011.  David B.
Golubchik, Esq., and J.P. Fritz, Esq., at Levene, Neale, Bender,
Yoo & & Brill L.L.P., in Los Angeles, serve as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million.

Debtor-affiliates that previously sought Chapter 11 protection are
Shilo Inn, Diamond Bar, LLC (Case No. 10-60884) on Nov. 29, 2010;
Shilo Inn, Killeen, LLC (Case No. 10-62057) on Dec. 6, 2010; Shilo
Inn, Palm Springs, LLC (Case No. 11-26501) on April 13, 2011; and
Shilo Inn, Pomona Hilltop, LLC (Case No. 11-26270) on April 14,
2011.

On April 3, 2012, the U.S. Bankruptcy Court closed the bankruptcy
cases of Shilo Inn, Pomona Hilltop, LLC, and Shilo Inn, Palm
Springs, LLC.

Shilo Inn, Seaside Oceanfront, LLC reported total scheduled assets
of $22,219,762 and total scheduled liabilities of $13,688,451.


SIERRA NEGRA: Global Water Seeks Dismissal of Bankruptcy Case
-------------------------------------------------------------
Global Water Resources, Inc., filed a motion with the U.S.
Bankruptcy Court seeking to dismiss the Chapter 11 case of Sierra
Negra Ranch, LLC.

Global says the Debtor has no business to reorganize and this is a
two-party dispute that should be resolved outside of the
bankruptcy court.  Global also says the Debtor filed its petition
solely as a tactic to stay a sheriff's sale set for Aug. 23 and
delay payment of Global's claim.  Global asserts the bankruptcy
case was filed in bad faith.

According to Global, the Debtor has very limited cash on hand and
does not have a way of accumulating more.  The Debtor stayed the
sale, preventing the prompt resolution of a two-party dispute that
was about to be resolved.  The dispute between Global and the
Debtor was resolved by the arbitration award and resulting
judgment.

Furthermore, Global points out, there are very few unsecured
claims and they are dwarfed by its secured claim.  General
unsecured claims total $180,800.  Global's secured claim is at
least $4.619 million.

A hearing on the motion is scheduled for Nov. 14, 2012, at 2:00
p.m.

Global Water is represented by:

         Robert R. Kinas, Esq.
         Blakeley E. Griffith, Esq.
         Nathan G. Kanute, Esq.
         SNELL & WILMER L.L.P.
         3883 Howard Hughes Parkway, Suite 1100
         Las Vegas, NV 89169
         Tel: (702) 784-5200
         Fax: (702) 784-5252

                        About Sierra Negra

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., and Gerald M. Gordon, Esq., at Gordon Silver, in Las
Vegas, Nev., represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $26,197,986 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SIERRA NEGRA: Hires Sklar Williams as Securities Counsel
--------------------------------------------------------
Sierra Negra Ranch, LLC, asks the U.S. Bankruptcy Court for
permission to employ Sklar Williams PLLC as special securities
counsel, nunc pro tunc to Sept. 18, 2012.

In anticipation of its continued efforts to raise capital on a
postpetition basis, the Debtor seeks to retain Sklar Williams to
represent it with respect to federal and state securities law and
corporate capitalization and structural matters relative to
Debtor's ongoing or impending offering of equity securities to
raise requisite additional capital, review of and modification to
Debtor's existing capital structure as provided for in the
Debtor's Operating Agreement, due diligence review, and the
preparation and filing of requisite notices and/or other
documentation with the Securities and Exchange Commission (i.e.,
through "EDGAR" filings) and applicable state "blue sky"
regulations; and (b) other matters incidental thereto.

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

As of the Petition Date, the Debtor held an outstanding obligation
to Sklar Williams in the amount of $2,070 for legal services
rendered prepetition in the ordinary course of the Debtor's
business.  Sklar Williams, however, does not hold a retainer from
the Debtor.

The firm's current hourly rates range from $100 for work performed
by legal assistants to $440 for work performed by partners.

Mr. Sklar will primarily be responsible for providing the services
contemplated herein and his current hourly rate is $440.

The hearing on the motion is set for Nov. 14, 2012, at 2:00 p.m.

                        About Sierra Negra

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., and Gerald M. Gordon, Esq., at Gordon Silver, in Las
Vegas, Nev., represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $26,197,986 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SOLYNDRA LLC: Winston & Strawn Okayed as Litigation Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Solyndra LLC, et al., to employ Winston & Strawn LLP as special
litigation counsel.  Winston & Strawn will be entitled to receive
a contingency award of 33% of any recovery.

                        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.


SOUTH FRANKLIN CIRCLE: Has Prepackaged Chapter 11 Plan
------------------------------------------------------
South Franklin Circle, a nonprofit continuing-care retirement
community, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No.
12-17804) with a prepackaged Chapter 11 plan.

The Debtors are seeking a combined hearing on the Disclosure
Statement and Chapter 11 Plan.

Aside from plan documents, the Debtors on the petition dated filed
motions to use cash collateral, place entrance fees of residents
into escrow, pay claims in the ordinary course of business, pay
prepetition trust fund taxes,

The Debtor has tapped McDonald Hopkins LLC as bankruptcy counsel,
Schneider, Smeltz, Ranney & LaFond, P.L.L., as special counsel,
Aurora Management Partners, Inc., for staffing services and the
firm's Jay P. Auwerter as interim restructuring officer.

The Debtor owns a 239-unit retirement community in Bainbridge
Township, Ohio.  It disclosed assets of $167.2 million and debt of
$166.3 million.  The facility is about 25 miles (32.4 kilometers)
southeast of Cleveland.  The community for adults over 50 sits on
90 acres.  The company employs about 103 full-time and part-time
workers.

                         Economic Downturn

"The economic downturn has caused lower than expected occupancy
rates at South Franklin Circle, which has led to South
Franklin Circle not being able to independently service its debt,"
Chief Executive Officer Cynthia Dunn said in court papers,
according to Bloomberg News.

About 53% of the 199 independent-living units and more than half
of the 40 assisted-living units are occupied.  Net losses were
$9.3 million in fiscal 2010 and $7.8 million in fiscal 2011.

                              The Plan

The bankruptcy plan is designed to reduce secured debt by 40%.
The general unsecured claimants and equity holders are unaffected
by the Plan.

Under the Plan, the Debtor will replace its $106 million secured
debt with a new bond and term note of $66.75 million, of which
$17.75 million will be subordinated long term debt.

The proposed plan is supported by the required majority of secured
lenders.  The secured lenders will receive a combination of cash
and the new term note debt.  The source of cash will be the net
proceeds of $41 million in new bonds to be issued by the County of
Geauga, Ohio.  Hamlin Capital Management LLC is the bondholder
representative.

Residents won't be affected by the restructuring as membership
agreements will be honored.  Each resident pays a one-time
entrance fee, ranging from $251,000 to about $566,000, and monthly
service fees that range from $2,416 to $3,623.

                           DIP Financing

The Debtor is entering into a debtor-in-possession financing with
Judson, which will provide the Debtor with up to $1 million in
additional liquidity to fund operations.

Judson, an Ohio non profit corporation, is the operator of the
retirement facility.

If the Plan is consummated, the Debtor may enter into a $550,000
exit facility credit agreement.  The exit facility will be funded
by clients of Hamlin.


SUMMO INC: Chapter 11 Reorganization Case Dismissed
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado dismissed
the Chapter 11 case of Summo Inc.

As reported in the Troubled Company Reported on June 26, 2012,
Richard A. Wieland, the U.S. Trustee for Region 19, said, in its
motion, that the Debtor has disregarded its obligation to timely
file monthly operating reports.  The U.S. Trustee said monthly
operating reports are required by the U.S. Trustee's Operating
Guidelines and Reporting Requirements dated Dec. 16, 2009.

The U.S. Trustee also pointed out there is evidence of a
continuing loss to the bankruptcy estate from the Debtor's
operations.  The U.S. Trustee also said the Debtor has evinced an
inability to rehabilitate itself by the fact that it has been over
nine months since the bankruptcy case was filed and a chapter 11
plan has yet to be filed.

                         About Summo Inc.

Pueblo, Colorado-based Summo, Inc., fka Pinion Ridge, LLC, filed
for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-28971) on
Aug. 9, 2011.  Judge Elizabeth E. Brown presides over the case.
Daniel K. Usiak, Jr., Esq., at Usiak Law Firm, in Colorado
Springs, Colo., serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $15,845,500 in assets and $4,809,760 in debts.
The petition was signed by John C. Musso, the president and sole
equity owner of the Debtor.  A creditors committee has not been
appointed in the bankruptcy case.

In February 2012, the Debtor entered into a settlement with
Frontier Bank, a Branch of First National Bank in Lamar,
permitting the bank to foreclose on its second lien on a real
property of the Debtor located in the County of Pueblo, Colorado.


SUMTOTAL SYSTEMS: Moody's Assigns 'B2' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
first time rated issuer, SumTotal Systems Inc, a B1 to the first
lien secured debt and a Caa1 to the second lien secured debt. The
debt facilities are being used to refinance existing debt and pay
a $388 million special dividend. SumTotal is owned by private
equity firm Vista Equity Partners. The ratings outlook is stable.

Ratings Rationale

The B2 corporate family rating reflects the high pro forma
leverage as a result of the dividend recapitalization
(approximately5.7x debt to EBITDA based on LTM June 30, 2012
results) and the limited history of the company in its current
form. The high leverage is somewhat offset by the company's
leading position in the learning systems software market and
emerging market strength as a provider of a broad suite of
integrated human capital management software (of which learning
systems are a part) which should provide the company with a steady
stream of modestly growing recurring revenue. The broad human
capital management market is expected to have strong mid single
digit growth over the next several years though SumTotal is likely
to grow at lower rates in the near term, driven by their mix of
products and integration challenges. The company was built through
the acquisition and integration of human capital software
specialists SumTotal, GeoLearning, Softscape, CyberShift and
Accero over the last several years. Sum Total is considered weakly
positioned in the rating category given the limited history and
uncertain near term growth prospects. While the market appears to
be embracing suppliers with integrated offerings (and SumTotal
earns strong reviews from third party analysts), it is still early
to determine the success of the SumTotal's integrated offering and
the integrated approach.

Limited organic growth in the near term could impact the company's
ability to de-lever and ultimately cause negative ratings
pressure. Ratings could be downgraded if leverage increases above
6.5x or the company does not demonstrate an ability to de-lever.
Given the aggressive financial policies of the owners and evolving
nature of the human capital management industry, an upgrade is
unlikely in the near term.

Liquidity is expected to be adequate driven by an expected $25
million of cash at closing, modest but positive free cash flow
(estimated at $30 million) and an undrawn $30 million revolver.

Issuer: SumTotal Systems, Inc.

  Assignments:

    Probability of Default Rating, Assigned B2

    Corporate Family Rating, Assigned B2

    US$30M Senior Secured Bank Credit Facility, Assigned B1

    US$370M Senior Secured Bank Credit Facility, Assigned B1

    US$140M Senior Secured Bank Credit Facility, Assigned Caa1

    US$30M Senior Secured Bank Credit Facility, Assigned a range
    of LGD3, 34 %

    US$370M Senior Secured Bank Credit Facility, Assigned a range
    of LGD3, 34 %

    US$140M Senior Secured Bank Credit Facility, Assigned a range
    of LGD5, 86 %

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

SumTotal is a leading provider of learning management and human
capital management software. The company is based in Gainesville,
FL.


TALISMAN ENERGY: Fitch Affirms 'BB' Preferred Stock Rating
----------------------------------------------------------
Fitch Ratings has affirmed both the short-term and long-term
Issuer Default Ratings (IDR) and specific debt and preferred stock
ratings of Talisman Energy Inc. (TLM).  The Rating Outlook is
Stable.

The bases for Fitch's ratings and Outlook is TLM's history of
reasonable reserve replacement and strategy to manage leverage and
size capital spending to available cash flow.

TLM has had difficulty increasing its worldwide oil and gas
production and achieving its longer term production goals which
has contributed to a depressed stock price.  The company's
financial metrics, however, are still strong in relation to its
peers and a new direction embraced by TLM's new CEO, Hal Kvisle,
promises to lead to stronger free cash flow (FCF) concurrent with
a more focused approach in the development of TLM's oil and gas
portfolio.  TLM also has a respectable history of replacing its
production with new reserves and revisions, averaging around 170%
of cumulative annual production over the past three fiscal years.

Production for the first six months of 2012, some 359 mboe/d
(thousand barrels of oil equivalent per day) net of royalties, was
3.5% better than in 2011.  North Sea production was off almost
30%, but production from North America and Southeast Asia was
better by 18%.  The decline in hydrocarbon prices throughout those
periods offset the sales of higher production, and revenues fell
by 6%.  Operating expenses per boe were also higher than in the
prior year, particularly in the North Sea because of the lower
production and higher fuel costs associated with turnarounds at
Ross/Blake and Auk North. EBITDA for the six month period fell by
almost 17% to $2.5 billion while capital expenditures remained
about the same at just under $2 billion.  FCF was -$298 million
for the first six months of 2012, about the same as last year, and
TLM repaid a net $150 million in debt to yield a gross debt/LTM
EBITDA of 0.93 times (x) at the close of the quarter.  Debt
equaled $3.83 per mmboe of proved reserves at the beginning of the
year.

This year TLM has sold non-core coal assets in British Columbia
for $496 million and oil and gas properties in western Canada for
$437 million, all of which went to fund TLM's capital budget and
other cash uses.  Coming in the fourth quarter is the sale of a
49% interest in Talisman Energy UK Limited to Sinopec
International Petroleum Exploration and Production Corporation for
$1.5 billion plus a proportional assumption of decommissioning
liabilities.  The proceeds will help fund capital expenditures
which TLM has been trimming in tangent with the fall in natural
gas prices.  TLM has re-directed development work to liquids rich
plays (Eagle Ford) from dry gas reserves (Marcellus).  Fitch
estimates that with currently depressed natural gas prices, FCF
for the year will total around -$800 million and improve
thereafter, versus -$1.8 billion in 2011 which excludes
acquisitions and divestitures.  Gross debt/EBITDA at the end of
2012 is still expected to be below 1.0x.

TLM's debt maturity profile over the next 18 months is negligible
with the next significant bond issue, $375 million, maturing in
2015.  At the close of the second quarter, liquidity consisted of
$3.7 billion in revolver availability (not supporting commercial
paper or letters of credit) and $683 million in cash.  The
company's unsecured revolvers are committed through November 2014.
The leverage ratio in the company's primary credit facility limits
debt to 3.50x cash flow. At the end of the second quarter, this
ratio was 1.37x.

TLM's production is approximately 55% oil (including oil-linked
gas contracts).  Ahead of the company's third quarter earnings
release, approximately 20% of daily gas production is hedged
through 2012 with two-way collar arrangements that have a floor of
$2.37/mcf.  Around 57% of daily oil and liquids production for
2012 is hedged by collars with a floor of $90/bbl tied to the
Brent oil index.

Fitch affirms TLM's ratings as follows:

  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2';
  -- Long-term IDR at 'BBB';
  -- Senior unsecured bank revolvers at 'BBB';
  -- Senior unsecured notes at 'BBB';
  -- Cumulative perpetual preferred stock at 'BB+'.

What Could Trigger A Rating Action?

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

  -- Positive FCF with continued reserve replacement at economic
     costs;
  -- Improving operating metrics, i.e. debt/flowing bbl.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

  -- Negative FCF with no coincident growth in production or
     EBITDA;
  -- Debt/proved reserve leverage above $4.50 per bbl.


VERTIS HOLDINGS: Unsecured Creditors Oppose Loan Terms
-----------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that unsecured creditors say Vertis Holdings Inc.'s auction and
financing proposals don't include enough protections to make sure
they're not left holding the bag during the company's third trip
through Chapter 11.

                       About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/ --
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis again filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.


WELCOME PHARMACIES: Court Wants Plan Outline Amended
----------------------------------------------------
Welcome Pharmacies Inc. and its affiliated debtors failed to
advance on their First Amended Combined Plan of Reorganization,
filed Oct. 16, after a bankruptcy judge rejected the amended
disclosure statement explaining that plan.

Bankruptcy Judge Thomas J. Tucker said the Court cannot yet grant
preliminary approval of the disclosure statement because of
problems that the Debtors must correct.

Among others, Judge Tucker said the Debtors must treat the claims
of the creditors supplying goods and services during the pendency
of the Chapter 11 proceedings, which are currently being treated
in Group III of the Plan, as part of the Group II administrative
claims.  The Debtors may leave in Group III the possible super-
priority claim of Prescription Supply under 11 U.S.C. Sec. 507(b),
which would be an administrative claim under 11 U.S.C. Sec.
507(a)(2).

Judge Tucker also noted that the Debtors have stated that debtor
Paul Commet will manage and control the Debtors after
confirmation, but have not provided post-confirmation salary and
fringe benefit information for him.

The Court required the Debtors to file no later than Oct. 24,
2012, an amended combined plan and disclosure statement as well as
a redlined version of the amended combined plan and disclosure
statement, showing the changes the Debtors have made.

A copy of the Court's Oct. 20, 2012 Order is available at
http://is.gd/V9SmWEfrom Leagle.com.

Welcome Pharmacies, Inc., sought Chapter 11 bankruptcy (Bankr.
E.D. Mich. Case Nos. 12-53620) on June 1, 2012.  The Welcome
Pharmacies case is jointly administered with the cases of In re
Robert Paul Commet, Case No. 12-53636; In re Commet Welcome
Pharmacies, Inc., Case No. 12-53639; In re Commet Leasing,
LLC, Case No.12-53646; In re DayCom Investments, LLC, Case No.
12-53653; and In re Ro-Lyn Investments, LLC, Case No. 12-53658.

Judge Thomas J. Tucker presides over the cases. William R. Orlow,
Esq., at B.O.C. Law Group, P.C., serve as the Debtors' counsel.
In its petition, Welcome Pharmacies estimated $1 million to
$10 million in both assets and debts.  The petitions were signed
by Robert Paul Commet, president.




WEST CORP: Files Form 10-Q, Reports $22.1MM Net Income in Q3
------------------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing 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 total stockholders' deficit.

                        Bankruptcy Warning

"Our failure to comply with ... debt covenants may result in an
event of default which, if not cured or waived, could accelerate
the maturity of our indebtedness.  If our indebtedness is
accelerated, we may not have sufficient cash resources to satisfy
our debt obligations and we may not be able to continue our
operations as planned.  If our cash flows and capital resources
are insufficient to fund our debt service obligations and keep us
in compliance with the covenants under our senior secured credit
facilities or to fund our other liquidity needs, we may be forced
to reduce or delay capital expenditures, sell assets or
operations, seek additional capital or restructure or refinance
our indebtedness including the notes.  We cannot ensure that we
would be able to take any of these actions, that these actions
would be successful and would permit us to meet our scheduled debt
service obligations or that these actions would be permitted under
the terms of our existing or future debt agreements, including our
senior secured credit facilities and the indentures that govern
the notes.  Our senior secured credit facilities documentation and
the indentures that govern the notes restrict our ability to
dispose of assets and use the proceeds from the disposition.  As a
result, we may not be able to consummate those dispositions or use
the proceeds to meet our debt service or other obligations, and
any proceeds that are available may not be adequate to meet any
debt service or other obligations then due.

"If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our new senior secured credit facilities
     could terminate their commitments to lend us money and
     foreclose against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation."

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

                        http://is.gd/ghUOjW

                       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.

                           *     *     *

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.


WESTMORELAND COAL: Reports $5.3 Million Net Income in 3rd Quarter
-----------------------------------------------------------------
Westmoreland Coal Company reported net income of $5.35 million on
$161.33 million of revenue for the three months ended Sept. 30,
2012, compared with net income of $1.57 million on $132.44 million
of revenue for the same period during the prior year.

The Company reported a net loss of $8.51 million on $441.41
million of revenue for the nine months ended Sept. 30, 2012,
compared with a net loss of $25.07 million on $372.35 million of
revenue for the same period a year ago.

"This is a record quarter for the company as measured by Adjusted
EBITDA," said Keith E. Alessi, Westmoreland's chief executive
officer.  "The strong increases over prior year were largely
driven by the operating results of the Kemmerer mine and the
continuing execution of our low overhead, mine mouth model.  To
put the quarter in perspective, the financial results of this
single quarter exceeded the financial results of the entire year
of 2009.  I feel that we demonstrated during 2010 and 2011 that we
repaired the business and built a solid platform.  Now, in 2012, I
believe that we are showing that we can grow our business
responsibly and profitably."

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

                        http://is.gd/6TyC53

                  Robert King Appointed Director

On Oct. 24, 2012, the Board appointed Mr. Robert P. King as
director to fill the newly-created directorship resulting from the
increase in the authorized number of directors from seven to eight
members, effective immediately.  As the Company's President and
Chief Operating Officer, Mr. King will not be appointed to serve
on any of the Company's committees.  As an employee of the
Company, Mr. King will not be receiving any additional
compensation for his role as a director of the Company.

Mr. King, 60, most recently served as Executive Vice President -
Business Advancement and Support Services of CONSOL Energy, Inc.,
and CNX Gas since January 2009.  Mr. King served as Senior Vice
President - Administration from February 2007 until January 2009.
Prior to joining CONSOL in 2006, he held numerous positions with
Interwest Mining Company, a subsidiary of PacifiCorp, beginning in
November 1990, including Vice President - Operations and
Engineering and General Manager at Centralia Mining Company.

Mr. King is not related by blood or marriage to any of the
Company's directors or executive officers or any persons nominated
by the Company to become directors or executive officers.  In the
last fiscal year, the Company has not engaged in any transaction
in which Mr. King or a person related to Mr. King had a direct or
indirect material interest.  To the Company's knowledge, there is
no arrangement or understanding between any of its officers and
directors and Mr. King pursuant to which Mr. King was selected to
serve as a director.

"The Board of Directors and I have been preparing for a transition
of the day-to-day leadership of the business for some time now,"
said Keith E. Alessi, Westmoreland's Chief Executive Officer.
"The hiring of Bob King earlier this year was an important step in
this process.  He has made a positive impact on our business and I
am confident that his skills and deep industry experience will
benefit the company as it continues to seek growth opportunities.
I look forward to continuing to work closely with Bob in my role
as Executive Chairman beginning in April 2013.  I am also pleased
that our current Chairman, Dick Klingaman, has agreed to
transition to Lead Independent Director at the time I move to the
Executive Chair role."

Mr. Alessi, will be retiring from the Company on April 5, 2013.
Mr. Alessi will remain as a director of the Company and, beginning
April 8, 2013, will serve in the capacity as Executive Chairman of
the Board.  The Company and Mr. Alessi have entered into an
executive transition agreement pursuant to which Mr. Alessi will
serve as Executive Chairman for a period of approximately two
years.  In consideration for serving as Executive Chairman, Mr.
Alessi will receive an annual cash retainer of $240,000 and equity
compensation consistent with the Company's standard awards for
non-executive directors.  The agreement also restricts Mr.
Alessi's ability to compete with the Company in the future and
provides that the outstanding, unvested restricted stock units
awarded to Mr. Alessi prior to his retirement will continue to
vest while he is serving as Executive Chairman.

Richard Klingaman, Chairman of the Board, stated, "I am thrilled
that Keith has agreed to resume the role of Executive Chairman.
The leadership team of Alessi and King brings experience,
creativity, and drive to Westmoreland as it continues to pursue
its strategic plan to create long term shareholder value."

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million
in 2009.

                           *     *     *

In March 2011, Standard & Poor's Ratings Services said that it
assigned a 'CCC+' corporate credit rating to Colorado Springs,
Colorado-based Westmoreland Coal Co.  In January 2012, S&P revised
its outlook on Westmoreland to positive from stable and affirmed
its 'CCC+' credit rating.

"The outlook revision reflects our expectation that the
acquisition, improved reserve position, and stronger coal pricing
could bring WLB's credit metrics in line with a higher rating over
the next several quarters," said Standard & Poor's credit analyst
Gayle Bowerman.

The rating and outlook for WLB also incorporate the combination of
what S&P considers to be its 'vulnerable' business risk profile
and 'highly leveraged' financial risk profile.  The ratings also
reflect WLB's high-cost position in the Powder River Basin (PRB)
and Texas, relatively short reserve life, high customer
concentration, challenges posed by the inherent risks of coal
mining, and liquidity that's less than adequate to meet the
company's near-term obligations.


WILLARD L. DEERMAN: Cody Farms Judgment Non-Dischargeable
---------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz in New Mexico ruled that Cody
Farms Inc. is entitled to a non-dischargeable judgment against
Willard L. Deerman and Charlotte Deerman in the amount of
$389,709, including pre-judgment interest in the amount of
$135,419, as a derivative claim on behalf of Falcon Farms LLC
based on its claims under 11 U.S.C. Sections 523(a)(4) and
523(a)(6) arising from the Deermans' misappropriation and
diversion of the assets and funds of Falcon Farms.  Cody Farms is
also entitled to a non-dischargeable judgment in the amount of
$43,297 based on its fraud claim under Sec. 523(a)(2)(A).  Cody
Farms and the Deermans each hold a 50% interest in Falcon Farms.

The case is CODY FARMS, INC., individually and Derivatively as a
member of and on behalf of FALCON FARMS, L.L.C.; ROBERT L.
FLETCHER and MARY K. FLETCHER, husband and wife, Plaintiffs, v.
WILLARD L. DEERMAN and CHARLOTTE S. DEERMAN, Defendants, Adv.
Proc. No. 10-1019 J (Bankr. D. N.M.).  A copy of the Bankruptcy
Court's Oct. 24 Memorandum Opinion is available at
http://is.gd/pI0yXyfrom Leagle.com.

Christopher M. Gatton, Esq., and Denise J. Trujillo, Esq., at Law
Office of George Dave Giddens, PC, in Albuquerque, argue for the
Deermans.

Brian Imbornoni, Esq. -- bimbornoni@jsslaw.com -- at Jennings,
Strouss & Salmon, P.L.C., in Phoenix, represents Cody Farms.

Willard L. Deerman and Charlotte Deerman filed a Chapter 11
petition (Bankr. D. N.M. Case No. 09-15348) on Nov. 20, 2009.


WILLIAM LYON: Moody's Gives 'Caa1' CFR, Rates $300MM Notes 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service assigned Caa1 corporate family and
probability of default ratings to William Lyon Homes, a Caa2
rating to the proposed $300 million senior unsecured note offering
due 2020, and an SGL-3 speculative grade liquidity assessment. The
rating outlook is stable. This is a new rating for William Lyon
since Moody's withdrew the company's ratings after it entered
bankruptcy in December 2011.

The proceeds from the $300 million note offering along with cash
on hand will be used to retire the outstanding indebtedness of the
company, including a $235 million of senior secured term loan due
2015, $76 million of 12% senior subordinated notes due 2017 (a
tender offer for which has been recently announced), and $11
million of project-specific debt.

The following rating actions were taken:

Corporate family rating, assigned Caa1;

Probability of default rating, assigned Caa1;

$300 million senior unsecured notes due 2020, assigned Caa2, LGD4-
62%;

SGL-3 speculative grade liquidity assessment assigned;

Stable outlook.

Ratings Rationale

The Caa1 corporate family rating reflects William Lyon's elevated
debt leverage (proforma homebuilding debt to capitalization ratio
of 70%), relatively low gross margins, ongoing operating losses,
and relatively small size, scale and business diversity.
Additionally expected land investments will keep cash flow from
operations negative and pressure liquidity over the intermediate
term.  At the same time, the rating recognizes the improving
trends and results the company has demonstrated over the past few
quarters, and Moody's view that William Lyon will continue
strengthening its operating base going forward.  Moody's also
recognizes that the company has a clean balance sheet since
emerging from bankruptcy, with little to no recourse joint venture
exposure or specific performance lot option contracts.
Additionally, the company's capital structure benefits from a
$30 million cash equity infusion which was completed recently.

The SGL-3 speculative grade liquidity assessment reflects the
company's adequate liquidity, which will be supported by the $77
million of cash at closing of the transaction, $75 million of new
revolving credit facilities the company is in process of putting
in place, and lack of significant debt maturities until 2020. At
the same time, negative cash flow generation and financial
maintenance covenants in the company's construction loan
agreements and revolving credit facilities are liquidity
constraints.

The stable outlook reflects Moody's expectation that William Lyon
Homes will gradually whittle down its debt leverage and slowly
improve its currently weak credit metrics.

The notching down of the senior unsecured notes below the
corporate family rating reflects the contractual subordination of
this debt to the senior secured debt and credit facilities that
the company maintains in its capital structure.

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

William Lyon Homes, established in 1956 and headquartered in
Newport Beach, California, designs, builds, and sells single
family detached and attached homes in California, Arizona and
Nevada. Consolidated revenue for the twelve months ended September
30, 2012 were approximately $353 million.


* Bankruptcy Pros Examine 'Hot' Unsecured Lender Issues
-------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that as Chapter 11 cases
continue to be growing parts of firms' work, unsecured lender
issues and claims issues are among the biggest matters shaping the
bankruptcy world, a group of experts said Thursday at an annual
bankruptcy conference.

The National Conference of Bankruptcy Judges, which is holding its
annual conference this year over four days in San Diego, featured
a presentation Thursday, "Chapter 11 Update ? Hot and Emerging
Issues," with panelists including Faye B. Feinstein of Quarles &
Brady LLP, according to Bankruptcy Law360.


* Fake Bankruptcy Lawyer Ordered to Halt Practice, Pay Fines
------------------------------------------------------------
Debra Cassens Weiss of the ABA Journal, citing The National Law
Journal, reports that Bankruptcy Judge David Rice ordered
Baltimore resident Michael Mancini, a high school graduate who
represented at least 50 bankruptcy clients, to close his practice
and pay $261,000 in fines and damages.  The report notes the judge
noted in his decision that Mr. Mancini often used the fake name
"A. Michael Scalia" and decorated the offices of his Scalia &
Seidel firm with law books.  The opinion also noted that Mr.
Mancini advertised in publications used by lawyers, including
Rocket Lawyer, falsely claimed to have a Maryland law license on
at least one Web site, and told at least one client he was an
attorney.  The NLJ was unable to reach Mr. Mancini for comment.
The report notes Mr. Mancini did not respond to the action by the
U.S. Trustee, leading to a default judgment by Judge Rice.


* Key Bankruptcies Focused on Valuation, Credit Bids
----------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the most significant
bankruptcy decisions of the past year provided insight on
valuation, credit bidding, fraudulent conveyance and "unfinished
business," a panel of bankruptcy experts moderated by former U.S.
Bankruptcy Judge Arthur J. Gonzalez said Friday at an annual
bankruptcy conference.

In a session titled "Too Big to Miss: The Most Significant
Business Bankruptcy Decisions and Developments of 2011-2012 and
Why They Matter," panelists Douglas G. Baird, Stephan M. Ray and
Jane Lee Vris discussed a significant case to highlight each
development, Bankruptcy Law360 relates.


* One-Stop Debt Is Smoother, But Untested In Bankruptcy Court
-------------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that middle-market
private equity buyers are turning to a hybrid loan structure that
combines senior and subordinated debt, a package that promises
streamlined financing and a smoother close.  But these loans are
still untested in bankruptcy court, and attorneys say they could
hold some surprises for both borrowers and lenders if trouble
hits.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. 1-2, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Wharton University of Pennsylvania, Philadelphia, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 1-3, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Westin Copley Place, Boston, Mass.
            Contact: http://www.turnaround.org/

Nov. 7, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      U.S./Mexico Restructuring Symposium
         The Four Seasons, Mexico City, D.F.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 12, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         MGM Grand, Detroit, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 26, 2012
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Nov. 29-30, 2012
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      33rd Annual Bankruptcy & Commercial Law Seminar
         Nashville Marriott at Vanderbilt, Nashville, Tenn.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 1, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 4-8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/SJUSL Mediation Training Symposium
         St. John's University, Queens, N.Y.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Sept. 15, 2012



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***