TCR_Public/121109.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 9, 2012, Vol. 16, No. 312

                            Headlines

1220 SOUTH: Files Schedules of Assets and Liabilities
A123 SYSTEMS: U.S. Trustee Objects to $4.2-Mil. Bonuses for Execs
A123 SYSTEMS: Section 341(a) Meeting Scheduled for Nov. 26
A123 SYSTEMS: Taps Alvarez & Marsal as Financial Advisors
A123 SYSTEMS: Proposes Lazard Freres as Investment Banker

A123 SYSTEMS: Gets Interim Approval of $50-Mil. DIP Financing
ADEPT TECHNOLOGIES: Files Chapter 11 Petition in Alabama
AFA INVESTMENT: Needs More Time to Finalize Global Settlement Deal
AMERICAN AIRLINES: Ronald Katz Wants to File Late Claim
AMERICAN AIRLINES: Freezes 4 Underfunded Pension Plans

AMERICAN AIRLINES: Mediation Board Urges 5th Cir. to Deny Review
AMERICAN AIRLINES: Antitrust Suit Remains Pending in California
AMERICAN SUZUKI: Parent to Retain Assets via Plan or 363 Sale
AMERICAN SUZUKI: Court OKs DIP Loan; Must Confirm Plan by Feb. 28
AMES DEPARTMENT: Wants Plan Exclusivity Until Jan. 31

AMSURG CORP: Moody's Assigns 'Ba3' CFR/PDR; Outlook Stable
AMSURG CORP: S&P Assigns 'BB-' Corp. Credit Rating; Outlook Stable
ANDERSON NEWS: Lied About Meeting in Antitrust Suit, Time Says
ARCAPITA BANK: Can Move Ahead With $125-Mil. Loan From Fortress
ARCAPITA BANK: Withdraws London Listing of PointPark Properties

ATHABASCA OIL: S&P Assigns 'CCC+' Corporate Credit Rating
AXESSTEL INC: Reports $2.1 Million Net Income in Third Quarter
B+H OCEAN: Files First Amended Joint Plan of Reorganization
BAKERS FOOTWEAR: Court Approves Liquidation Deal With SB, Tiger
BAKERS FOOTWEAR: Wins May 1 Extension of Lease Decision Deadline

BAKERS FOOTWEAR: Proposes Procedures for Rejecting Leases
BEALE STREET BLUES: Restaurant Said to Cease Operation
BERNARD L. MADOFF: Investors Settle Class Action for $80.3MM
BITI LLC: Court Approves Fuller & Lowenberg as Accountant
BITI LLC: Court OKs Rivkin Radler as Committee's Counsel

BLUE CITY: Oman's Sovereign Wealth Fund Bails Out Bondholders
BOMBARDIER INC: Moody's Affirms 'Ba2' CFR/PDR; Outlook Negative
BRAFFITS CREEK: Files List of 20 Largest Unsecured Creditors
BRAFFITS CREEK: Files Schedules of Assets and Liabilities
CARTER REESE: Judge Fehling Won't Recuse Self

CASH4GOLD: Gold Buying Firm Sold for $440,000 in Bankruptcy
CELANESE US: Moody's Rates $500MM Senior Unsecured Notes 'Ba2'
CELANESE US: S&P Affirms 'BB' Corporate Credit Rating
CELOTEX CORP: 11th Circ. Denies Challenge of Asbestos Deal
CHATHAM PARKWAY: Case Summary & 8 Unsecured Creditors

CHEM RX CORP: Former Execs Dodge Trustee's Suit Over 2007 Buyout
CHINA SHEN: Receives Non-Compliance Notice from NYSE MKT
CITY NATIONAL: Fitch Rates $175-Mil. Preferred Issuance at 'BB'
COMMONWEALTH ADVISORS: SEC Charges Fund Manager for Hiding Losses
CONDOR DEVELOPMENT: Dec. 7 Hearing on Motion for Relief from Stay

CONSOLIDATION SERVICES: Incurs $186,300 Net Loss in 3rd Quarter
CONTEC HOLDINGS: Emerges From Chapter 11 Bankruptcy
CRYOPORT INC: Appoints Jerrell Shelton as President and CEO
DELPHI CORP: DPH Holdings Files Report for 3rd Quarter 2012
DELPHI CORP: Legislator Demands Pension Termination Docs

DELPHI CORP: UAW Addresses Omissions in NBC Report
DELPHI SLOVENSKO: To Lay Off 500 Employees Thru June 2014
DESPERADO DAIRY: Bankruptcy Filing Unauthorized
DEWEY & LEBOEUF: Wins OK to Subpoena Clients Over Unpaid Fees
DIGITAL DOMAIN: Schedules and SOFA Due Today

DIGITAL DOMAIN: Committee Wins OK to Retain Attorneys
DJL TRUCKING: Case Summary & 20 Largest Unsecured Creditors
DPL INC: Fitch Lowers Issuer Default Rating to 'BB'
DORAL PROPERTIES: Moody's Corrects Rating on Bonds to 'Caa1'
EASTMAN KODAK: Wins Court Nod to End Retiree Benefits

ELECTRONIC GAME CARD: SEC Charges Execs, Auditor With Fraud
ELPIDA MEMORY: Mosaid Seeks to Sue Over DRAM Patents
EMSCHARTS INC: Golden Hour Offers Transition to Customers
EVANS OIL: U.S. Trustee Names Philip V. Martino as Ch. 11 Trustee
FIBERTOWER CORP: Sale Deal Collapses; Buyers Have No Financing

FIRST PLACE: Court Enters Order Restricting Trading in Equity
FLETCHER INT'L: Proposes Goldin Associates as Consultant
FORT LAMAR: Case Summary & 2 Unsecured Creditors
FREMONT GENERAL: California Court Upholds Ruling in Worker's Suit
FRIENDSHIP DAIRIES: Committee Taps Levenfeld Pearlstein as Counsel

FRIENDSHIP DAIRIES: Committee Proposes Mullin as Local Counsel
FRIENDSHIP DAIRIES: Files Schedules of Assets and Liabilities
FRIENDSHIP DAIRIES: Taps Raymond Hunter as Business Consultant
GAINESVILLE REDEVELOPMENT: Fitch Cuts Rating on $72MM Bonds to BB+
GREGORY FRIEDMAN: Court to Confirm Second Amended Plan

GUARANTY BANK: Goldman Sachs, Others Want $900MM MBS Suit Nixed
HARBINGER GROUP: Fitch Says Oil Venture Won't Affect 'B' IDR
HILLTOP FARMS: Files Chapter 11 in South Dakota
HMX ACQUISITION: Seeks Approval to Sell Canadian Affiliate
HOMER CITY: Files Prepack Chapter 11 to Transfer Ownership

HOMER CITY: Case Summary & 2 Unsecured Creditors
HOUGHTON INT'L: S&P Puts 'B' CCR on Watch over Gulf Oil Deal
ICEWEB INC: D'Arelli Replaces Sherb as Accountants
INSPIRATION BIOPHARMACEUTICALS: Seeks OK of Auction Procedures
ITRACKR SYSTEMS: Incurs $222,900 Net Loss in Third Quarter

JAMES RIVER: S&P Cuts CCR to 'SD' on Discounted Note Repurchases
JEFFERSON COUNTY: Alabama Balks at Sewer-Rate Increase
JOHN D OIL: Has Until Dec. 6 to Propose Chapter 11 Plan
JOURNAL REGISTER: American Legal Approved as Administrative Agent
JOURNAL REGISTER: Court Approves SSG Advisors as Financial Advisor

LDK SOLAR: Terminates Solar Wafer Supply Contract with Sumitomo
LIFECARE HOLDINGS: Obtains Waiver From Lenders Until Dec. 15
LONSDALE TRUCKING: Case Summary & 20 Largest Unsecured Creditors
LOUISIANA RIVERBOAT: Dec. 3 Hearing on Adequacy of Plan Outline
METAL SERVICES: Moody's Cuts CFR/PDR to 'B2'; Outlook Stable

MICROVISION INC: Incurs $3.8-Mil. Net Loss in Third Quarter
MONITOR COMPANY: Consulting Firm Files Ch.11; Sells to Deloitte
NEWPAGE CORP: Wins OK to Send Ch. 11 Plan to Creditors for Vote
NEW WESTERN: Incurs $105,500 Net Loss in Third Quarter
NORTHSTAR AEROSPACE: Court OKs Stipulation for Cash Collateral

NOVA FINANCIAL: Files Ch.7 Bankruptcy After Banking Unit Closed
NYTEX ENERGY: Incurs $288,000 Net Loss in Third Quarter
OHI INTERMEDIATE: S&P Affirms 'B+' Corporate Credit Rating
ORIENTAL TRADING: S&P Puts 'B' Corp. Credit Rating on Watch Pos
PINNACLE AIRLINES: Flight Attendants Ratify 6-Year Contract

PORTER HILLS: S&P Affirms 'BB-' Rating on Series 1998 Revenue Bond
POST STREET: Approved to Sell Substantially All Assets
QUALTEQ INC: Court OKs Vmark Sale to Brazil's Valid USA
QUIGLEY CO: Seeks Two-Week Voting Time Extension for Ch. 11 Plan
REEVES DEVELOPMENT: Files for Chapter 11 in Louisiana

RESIDENTIAL CAPITAL: U.S., Ally Object to Ocwen $3BB Purchase
RG STEEL: Court Approves Settlement With W.V. Insurance Commission
RG STEEL: Can Apply Citi Parties' Cash Collateral to WCI L/C Fees
RITZ CAMERA: Taps Hilco to Sell Topeka, Kansas Property
SAHARA MOTEL: Files for Bankruptcy in New Jersey

SATCON TECHNOLOGY: Wins Further Approval to Use Cash Collateral
SCHIFF NUTRITION: Moody's Reviews 'B1' CFR for Upgrade
SCOTSMAN INDUSTRIES: S&P Puts 'B+' Corp. Credit Rating on Watch
SECURITY NATIONAL: Bank of America Balks at Plan Disclosures
SECURITY NATIONAL: Bank of America Wants Lift Stay on Collateral

SPICY GOURMET: Board Approves Name Changed to BullsnBears.com
TEREX CORP: Moody's Rates New $850MM Senior Unsecured Notes 'B3'
TEREX CORP: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
THINKEQUITY LLC: Files for Chapter 7 Liquidation
TOLL ROAD: Moody's Affirms 'Ba1' Underlying Rating; Outlook Neg.

TONY TOSH JR: Case Converted to Chapter 7
TRAFFIC CONTROL: Committee Reaches Global Settlement
TRANSPORTADORA DE GAS: Fitch Lifts Issuer Default Rating From BB+
VALENCE TECHNOLOGY: Wants More Time to File Chapter 11 Plan
VILLAGIO PARTNERS: Hughes Watters Approved as General Counsel

VILLAGIO PARTNERS: Court OKs Andrews Mayers as Real Estate Counsel
VILLAGIO PARTNERS: Court Approves Kaiser as Litigation Counsel
VILLAGIO PARTNERS: U.S. Trustee Unable to Form Committee
VIVARO CORP: Sues Distributor for $7-Mil. Over Missed Payments
W25 LLC: Files for Chapter 11 in Manhattan

WINDOW FACTORY: Chapter 11 Trustee Can Sell Business Assets
WM SIX: Has Until Dec. 31 to Use Lenox Mortgage's Cash Collateral
YELLOWSTONE MOUNTAIN: Investors Slam Challenge to $26MM Settlement

* California Voters Approve Local Tax Hike & New Levies
* Michigan Voters Repeal Law on State Takeover Law
* Fitch May Downgrade U.S. by Late 2013 if Cliff Unresolved

* Moody's Says PPACA Credit Neg. for Not-for-Profit Hospitals
* Moody's Says Expanded Gaming to Pressure Northeast US Market
* WSJ Report Says Some Public Firms Mum on Bankruptcy Preparations

* U.S. Bankruptcy Filings Fall in Third Quarter
* Ethanol Production Declines as Costs Rise and Plants Close

* SNR Denton, Salans, and Fraser Milner to Combine

* BOOK REVIEW: Learning Leadership

                            *********

1220 SOUTH: Files Schedules of Assets and Liabilities
-----------------------------------------------------
1220 South Ocean Boulevard, LLC filed with the U.S. Bankruptcy
Court Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $74,000,000
  B. Personal Property                   $99
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $27,500,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $14,023,735
                                 -----------      -----------
        TOTAL                    $74,000,099      $41,523,735

A copy of the schedules is available for free at
http://bankrupt.com/misc/1220_SOUTH_sal.pdf

                      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.


A123 SYSTEMS: U.S. Trustee Objects to $4.2-Mil. Bonuses for Execs
-----------------------------------------------------------------
The U.S. Trustee says that A123 Systems Inc.'s attempt to pay
millions of dollars in "incentive" bonuses to a handful of the
battery maker's insiders appears to be a disguised bid to award
the employees with illegal "retention" bonuses, according to
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review.

Lance Duroni at Bankruptcy Law360 reports that the U.S. Trustee
has questioned A123 Systems' plan to pay up to $4.2 million in
bonuses to its top brass while in bankruptcy, saying the bonuses
are so easily achieved that the plan is not truly based on
performance.

                        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.  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.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by:

          William R. Baldiga, Esq.
          BROWN RUDNICK LLP
          Seven Times Square
          New York, NY 10036

               - and -

          Mark Minuti, Esq.
          SAUL EWING LLP
          222 Delaware Avenue, Suite 1200
          PO Box 1266
          Wilmington, DE 19899


A123 SYSTEMS: Section 341(a) Meeting Scheduled for Nov. 26
----------------------------------------------------------
The U.S. Trustee for region 3 will convene a meeting of creditors
in the Chapter 11 cases of A123 Systems, Inc., et al., on Nov. 26,
2012, at 10 a.m. (EST).  The meeting will be held at the J. Caleb
Boggs Federal Building, 844 N. King Street, 5th Floor, Room 5209,
Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                        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.  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.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by William R. Baldiga,
Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing
LLP.


A123 SYSTEMS: Taps Alvarez & Marsal as Financial Advisors
---------------------------------------------------------
A123 Systems, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Alvarez & Marsal
North America, LLC as financial advisors.

A&M is expected to provide restructuring support services to
manage and advise the Debtors in the course of the cases,
including, but not limited to:

   a) assistance to the Debtors in the preparation of financial-
      related disclosures required by the Court, including the
      Debtors' schedules of assets and liabilities, statements of
      financial affairs and monthly operating reports;

   b) assistance to the Debtors with information and analyses
      required pursuant to the Debtors' debtor-in-possession
      financing; and

   c) assistance with the identification and implementation of
      short-term cash management procedures.

The Debtors relate that they have chosen Lazard FrŠres & Co LLC as
investment banker.  A&M will work closely with Lazard to prevent
any duplication of efforts in the course of advising the Debtors.

The hourly rates of A&M personnel are:

         Managing Director                $650 - $850
         Director                         $450 - $650
         Associate                        $300 - $450
         Analyst                          $250 - $300

Prepetition, A&M received $200,000 retainer and payments totaling
to $1,487,449 for services performed.

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

                        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.  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.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by William R. Baldiga,
Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing
LLP.


A123 SYSTEMS: Proposes Lazard Freres as Investment Banker
---------------------------------------------------------
A123 Systems, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Lazard Freres & Co.
LLC as investment banker.

Lazard will, among other things:

   a) review and analyze the Debtors' business, operations
      and financial projections;

   b) assist to formulate strategy and structural alternatives;

   c) at the Debtors' request, Lazard will meet with the Debtors'
      board of directors to discuss the Debtors' strategic
      alternatives; and

   d) evaluate the Debtors' potential debt capacity in light of
      their projected cash flows and advise the Debtors with
      respect to any debtor-in-possession financing required in
      connection with a restructuring.

The Debtors request approval of the fee structure which includes:

       i) a monthly fee of $200,000, due on the first day of each
          month until the earlier of the completion of the
          restructuring or the termination of Lazard's engagement;

      ii) a completion fee of $5,000,000, payable upon the
          consummation of a restructuring; and

     iii) a cash fee payable with respect to any Senior Secured
          Credit Facility equal to:

           (a) 1.50% of the maximum amount of the Senior Secured
               Credit Facility with respect to the amounts of the
               Senior Secured Credit Facility borrowed from
               lender(s) that are banks,

           (b) 0.75% of the maximum amount of the Senior Secured
               Credit Facility with respect to the amounts of the
               Senior Secured Credit Facility borrowed from any of
               the financing sources named in Schedule A of the
               Engagement Letter or any of their affiliates, and

           (c) 3.0% of the maximum amount of the Senior Secured
               Credit Facility with respect to the amounts of the
               Senior Secured Credit Facility borrowed from
               lender(s) that are entities other than banks or
               Company Financing Sources, due and payable.

The Debtors relate that in the unlikely event the services of
Lazard and the services of Alvarez & Marsal North America, LLC, do
overlap, the Debtors will work with Lazard and A&M to avoid
duplication of their work.

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

                        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.  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.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by William R. Baldiga,
Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing
LLP.


A123 SYSTEMS: Gets Interim Approval of $50-Mil. DIP Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
A123 Systems, Inc., interim approval to use $50 million of debtor-
in-possession financing, which is being provided by Wanxiang Group
Corporation.  The financing supplements the prepetition
$22.5 million of liquidity and letter of credit support that
Wanxiang provided to A123, which will remain in place.

The hearing on bidding procedures with regard to the previously
announced asset purchase agreement with Johnson Controls, Inc. JCI
that was initiated on Monday, Nov. 5, 2012, has been adjourned
until a hearing scheduled for Nov. 8, 2012.  Johnson Controls
consented to adjourn the hearing on this motion so A123 and
Johnson Controls could continue discussions with the recently
formed Official Committee of Unsecured Creditors and attempt to
resolve consensually any potential issues regarding the bidding
procedures.

"We are pleased that the Court has granted A123 interim approval
for the DIP financing agreement," said Dave Vieau, Chief Executive
Officer of A123.  "The DIP financing will allow A123 to operate
our businesses and provides additional operational and financial
stability as we proceed with the transaction process.  It is
important to note that being the DIP provider does not give
Wanxiang or any other party control over or leverage in A123's
court-supervised sale process.  As we move through the transaction
process, we will continue to act in the best interests of A123,
its employees and its other stakeholders."

                        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.  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.


ADEPT TECHNOLOGIES: Files Chapter 11 Petition in Alabama
--------------------------------------------------------
ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, in Decatur, Alabama.

The Debtor filed an application to employ Kevin D. Heard and the
law firm of Heard Ary, LLC, as bankruptcy counsel.

The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  According to the docket, the
formal schedules of assets and liabilities and statement of
financial affairs are due Nov. 14.


AFA INVESTMENT: Needs More Time to Finalize Global Settlement Deal
------------------------------------------------------------------
AFA Investment Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file and
solicit acceptances for the proposed chapter 11 plan until Jan.
28, 2013, and March 28, respectively.

The Debtors explained in their second exclusivity extension that
they need additional time to finalize the global settlement
agreement with the Official Committee of Unsecured Creditors, the
second lien agent and other settlement parties, on the key
remaining disputes in the cases.

A hearing on Nov. 20, 2012, at 3 p.m. has been set.  Objections,
if any, are due Nov. 9.

                          About AFA Foods

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

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Ronald Katz Wants to File Late Claim
-------------------------------------------------------
Ronald A. Katz Technology Licensing L.P. asks the U.S. Bankruptcy
Court to deem its proof of claim against American Airlines Inc.
timely filed.

Katz said in a court filing it was not able to file its claim
before the July 16 deadline for filing proofs of claim because it
did not receive a notice from the company.

The basis for the claim is the patent-infringement lawsuit Katz
filed against American Airlines in a district court in Texas in
2006.  The lawsuit was subsequently transferred to a district
court in California for pretrial multi-district litigation
proceedings.  The patent-infringement suit remains stayed as a
result of the American Airlines' bankruptcy filing.

The lawsuit was filed against American and American Beacon
Advisors, Inc. (then a wholly owned subsidiary of the Company)
alleging that American infringes a number of the plaintiff's
patents, each of which relates to automated telephone call
processing systems.  The plaintiff is seeking past and future
royalties, injunctive relief, costs and attorneys' fees.  In
2008, the California district court dismissed with prejudice all
claims against American Beacon. In 2009, following the district
court's granting of summary judgment to American based on
invalidity and non-infringement, the court dismissed all claims
against American.  Katz appealed, and in 2011, the Federal
Circuit Court of Appeals issued a decision affirming in part and
reversing in part and remanding the case back to the District
Court for further proceedings. Katz's Plaintiff's petition for a
rehearing of the appeal en banc before the Federal Circuit was
denied.

A court hearing is scheduled for December 11.  Objections are due
by November 19.

                      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: Freezes 4 Underfunded Pension Plans
------------------------------------------------------
American Airlines Inc. froze its four underfunded pension plans
Thursday, according to a November 1 report by Business Insurance.

The freezing of the company's pension plans, which have about
130,000 participants, will not affect retirees who will continue
to receive promised benefits.  However, active participants will
no longer accrue benefits.

Less than half of plan participants were accruing benefits.
American Airlines, though, will make an automatic 401(k) plan
contribution for pilots equal to 11% of their pay, and will match
other employees' contributions, up to 5.5% of compensation,
Business Insurance reported.

Reuters, citing American's Denise Lynn, senior vice president for
people, reported that the automatic 401(k) contribution was being
made in an attempt to ease pilots' uncertainty about retirement
contributions when the current plans are frozen.

Pension Benefit Guaranty Corp., which protects the pension
benefits of 44 million Americans in private-sector pension plans,
described the company's move as a "mixed result" for the
participants.

"We . . . are pleased that they will get to keep the pension
benefits they have already earned but it is unfortunate that
going forward their retirement benefits will not provide the same
level of security as a traditional pension," PBGC Director Josh
Gotbaum said in a November 1 statement.

                      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: Mediation Board Urges 5th Cir. to Deny Review
----------------------------------------------------------------
The National Mediation Board urged the U.S. Court of Appeals for
the Fifth Circuit to reject American Airlines Inc.'s bid for a
full court review of a ruling that paved the way for a vote on the
Communication Workers of America's potential representation of the
airline's passenger service agents, Maria Chutchian of
BankruptcyLaw360 reported.

The board contended that American Airlines has failed to show
that the decision was out of line with U.S. Supreme Court
precedent when it reversed a district court's June decision
blocking a vote on the CWA's representation of passenger service
agents.

The Fifth Circuit's ruling reversed an earlier ruling by U.S.
District Judge Terry Means in Fort Worth, Texas, that blocked the
agents' union election from going forward.

In a two-page order, the appeals court said the trial court
"erred in exercising its jurisdiction."  It said review of
National Mediation Board decisions was only warranted when the
board has committed "egregious error."

American Airlines sued the National Mediation Board in May to
stop the union election by nearly 10,000 passenger service
agents.  Judge Means blocked the vote, saying the board exceeded
its authority when it authorized an election.

The case is American Airlines Inc. v. National Mediation Board,
12-10680, U.S. Court of Appeals for the Fifth Circuit (New
Orleans).

                      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: Antitrust Suit Remains Pending in California
---------------------------------------------------------------
A class action lawsuit captioned Turner v. American Airlines,
et al., remains pending in California, according to AMR
Corporation's October 17, 2012, Form 10-Q filing with the U.S.
Securities and Exchange Commission for the quarter ended
September 30, 2012.

On June 20, 2006, the U.S. Department of Justice served the
Company with a grand jury subpoena as part of an ongoing
investigation into possible criminal violations of the antitrust
laws by certain domestic and foreign passenger carriers.  The
Company said in its filing that it does not believe it is a
target of the DOJ investigation.  The Company said it intends to
cooperate fully with this investigation.  On September 4, 2007,
the Attorney General of the State of Florida served the Company
with a Civil Investigative Demand as part of its investigation of
possible violations of federal and Florida antitrust laws
regarding the pricing of air passenger transportation.  In the
event that this or other investigations uncover violations of the
U.S. antitrust laws or the competition laws of some other
jurisdiction, those findings and related legal proceedings could
have a material adverse impact on the Company.

Approximately 52 purported class action lawsuits have been filed
in the U.S. against the Company and certain foreign and domestic
air carriers alleging that the defendants violated U.S. antitrust
laws by illegally conspiring to set prices and surcharges for
passenger transportation.  On October 25, 2006, these cases,
along with other purported class action lawsuits in which the
Company was not named, were consolidated in the United States
District Court for the Northern District of California as In re
International Air Transportation Surcharge Antitrust Litigation,
Civ. No. 06-1793 (the Passenger MDL).  On July 9, 2007, the
Company was named as a defendant in the Passenger MDL.  On
August 25, 2008, the plaintiffs dismissed their claims against
the Company in this action.

On March 13, 2008, and March 14, 2008, an additional purported
class action complaint, Turner v. American Airlines, et al., Civ.
No. 08-1444 (N.D. Cal.), was filed against the Company, alleging
that the Company violated U.S. antitrust laws by illegally
conspiring to set prices and surcharges for passenger
transportation in Japan and certain European countries,
respectively.  The Turner plaintiffs have failed to perfect
service against the Company, and it is unclear whether they
intend to pursue their claims.  In the event that the Turner
plaintiffs pursue their claims, the Company said it will
vigorously defend these lawsuits, but any adverse judgment in
these actions could have a material adverse impact on the
Company.

                      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 SUZUKI: Parent to Retain Assets via Plan or 363 Sale
-------------------------------------------------------------
American Suzuki Corp. has determined to pursue a reorganization
strategy in its Chapter 11 case that includes a proposed plan of
reorganization by which a sale of substantially all of its assets
to an entity formed by its parent, automaker Suzuki Motor Corp.
In the event the Debtor ultimately determines not to proceed with
the proposed plan, the Debtor expects to proceed with the sale to
the SMC unit under 11 U.S.C. Sec. 363.

The SMC unit, NounCo, Inc., has signed a deal to purchase the
Debtor's business of distributing, selling and servicing Suzuki
brand vehicles for $95 million in cash and the assumption of cure
and warranty liabilities.

The proposed Plan effectuates, among other things, the sale of
property, rights, and interests comprising and/or relating to the
Debtor's motorcycle, all-terrain vehicle, marine and other non-
automotive business lines, the Debtor's automotive parts/service
business line ("Auto Parts/Service Business"), and certain other
surplus assets (the "Purchased Assets") to NounCo.

The assets to be sold exclude cash and cash equivalents, the
estate's avoidance actions, and the Debtor's automotive sales
business.

The Debtor disclosed assets of $233 million and liabilities
totaling $346 million. Debt includes $32 million owing to the
parent on a revolving credit and $120 million for inventory
financing. There is about $4 million owing to trade suppliers.

                        The Chapter 11 Plan

The Debtor filed the Plan together with the bankruptcy petition.
Under the proposed Plan, the Debtor's Motorcycle/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with such products.

The restructured Automotive Division intends to honor automotive
warranties and authorize the sale of genuine Suzuki automotive
parts and services to retail customers through a network of parts
and service only dealerships that will provide warranty services.

Under the Plan, SMC will assume and honor all contractual and
statutory warranty and service obligations, whether express or
implied, undertaken by the Debtor as  the factory authorized U.S.
distributor of Suzuki Products (including Suzuki-brand
automobiles,  motorcycles, ATVs, marine and other non-automotive
products), whether arising prior to or after the Effective Date,
pursuant to a post-Effective Date warranty program.

The Plan will be funded through a combination of Cash on hand, net
proceeds from ordinary course operations, the liquidation of the
retained assets, and the sale proceeds from NounCo.

Generally, all creditors, other than general unsecured creditors,
will be paid in full in cash on or as soon as practicable after
the Effective Date or in deferred cash payments, with interest, as
permitted under the Bankruptcy Code.  In particular, all Allowed
Administrative Claims, Priority Tax Claims, Priority Non-Tax
Claims and Secured Claims, will be paid or otherwise satisfied
pursuant to the terms of the Plan; provided, however, as discussed
herein, SMC will voluntarily subordinate certain of its Secured
Claims vis-a-vis the Settling Creditors in order to effectuate the
payment in full of these creditors' allowed claims, subject to the
terms and conditions set forth in the Plan.  Provided that the
Plan is otherwise confirmable, as of the Effective Date, all
existing Interests in the Debtor, including the common stock of
the Debtor held by SMC, will remain unaffected and unimpaired by
the Plan and will remain existing as of the Effective Date;
provided, however, in the event that SMC elects otherwise or any
of Classes 3, 4 and 5 votes against the Plan, all Interests will
be cancelled on the Effective Date.  In the event that all
Interests are cancelled under the Plan, after all Allowed
Claims and Plan Expenses have been paid or otherwise satisfied in
full, any remaining funds of the Post-Effective-Date Debtor will
be distributed to SMC.

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

                           Sale Motion

If the plan doesn't work, Suzuki will have the bankruptcy court
hold an auction that won't include concessions the parent will
make for dealers and other creditors.

The Debtor has filed a motion seeking approval to conduct an
action for substantially all of its assets pursuant to 11 U.S.C.
Sec. 363.

Competing bids are required to submit an initial bid must be in an
amount that is sufficient to pay the success fee to the Debtor's
proposed investment banker in the amount of $2 million plus the
expense reimbursement of $750,000, and result in additional
consideration of at least $500,000.  Bidders are each required to
submit a good faith deposit of $2.5 million to participate in the
auction.

The Debtor is asking the court to approve an expense reimbursement
of up to $750,000 to compensate the stalking horse bidder for the
fees and expenses incurred in connection with negotiating and
executing the APA.

The Debtor has retained Imperial Capital, LLC as investment banker
and will proceed with a thorough marketing process over the next
60 to 90 days.

Under the deal with NounCo, the Debtor must close the sale by
March 29, 2013.

SMC is represented by:

         Michael Tuchin, Esq.
         Lee Bogdanoff, Esq.
         Martin Barash, Esq.
         David Fidler, Esq.
         KLEE, TUCHIN, BOGDANOFF & STERN LLP
         1999 Avenue of the Stars, 39th Floor
         Los Angeles, CA 90067,
         E-mail: mtuchin@ktbslaw.com
                 lbogdanoff@ktbslaw.com
                 mbarash@ktbslaw.com
                 dfidler@ktbslaw.com

                        Serious Challenges

The Debtor determined that its Automotive Division is facing and
will continue to face a number of serious challenges in the highly
regulated and competitive automotive industry in the continental
U.S. market.  The challenges include unfavorable foreign exchange
rates, disproportionally high and increasing costs associated with
meeting more stringent state and federal automotive regulatory
requirements unique to the continental U.S. market, low sales
volumes, a limited number of models in its line-up, and existing
and potential litigation costs.  The Debtor has exhausted all
available means to reduce the cost of operating the Automotive
Division for it to operate profitably.  Accordingly, the Debtor
determined that the best way to preserve and enhance the value of
its overall business is to wind down new sales of the Automotive
Division in the continental U.S. and realign its business focus on
the long-term growth of its Motorcycle/ATV and Marine Divisions.

                          American Suzuki

Established in 1986 American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.

There are approximately 220 automotive dealerships, over 900
motorcycle/ATV dealerships, and over 780 outboard marine
dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.

ASMC's legal advisor on the restructuring is Pachulski Stang Ziehl
& Jones LLP, and its financial advisor is FTI Consulting, Inc.
Nelson Mullins Riley & Scarborough LLP is serving as special
counsel on automobile dealer and industry issues.  Further, ASMC
has proposed the appointment of M. Freddie Reiss, Senior Managing
Director at FTI Consulting, as Chief Restructuring Officer, and
has also added two independent Board members to assist it through
this period.  Rust Consulting Omni Bankruptcy, a division of Rust
Consulting, Inc., is the claims and notice agent.

SMC is not included in the Chapter 11 filing.


AMERICAN SUZUKI: Court OKs DIP Loan; Must Confirm Plan by Feb. 28
-----------------------------------------------------------------
American Suzuki Motor Corporation won interim court authority to
obtain postpetition loans, credit and other financial
accommodations from non-debtor parent company, Suzuki Motor
Corporation, pursuant to a Debtor-In-Possession Loan and Security
Agreement dated Nov. 5, 2012.

American Suzuki also obtained permission to use, on an interim
basis, the collateral, including cash collateral, tied to the
Debtor's pre-bankruptcy loan with SMC.

The Debtor said it has an urgent and immediate need for access to
cash collateral and borrowings under the DIP Credit Agreement with
SMC in the principal amount of up to $50,000,000 in postpetition
advances and $50,000,000 in inventory loans following entry of the
Final DIP Order, of which $15,000,000 in postpetition advances and
$30,000,000 in inventory loans would be available under the
Interim DIP Order.

The DIP loan is secured by security interests and liens on
substantially all of the Debtor's assets, excluding causes of
action arising under Bankruptcy Code sections 542, 544, 547, 548,
550, 551, 553(b) or 724(a), or any applicable avoidance or
fraudulent transfer state law, or any proceeds.

The Debtor owes its parent company no less than $152,300,000 under
a Loan and Security Agreement dated July 27, 2012.

According to a cash flow forecast, American Suzuki projects
$373,846,000 in total receipts during the five-month period ending
in March 2013 against $383,846,000 in total disbursements,
including $16,337 in restructuring-related expenses.

Postpetition advances under the DIP Credit Facility will bear
interest at the rate of LIBOR plus 3% per annum, which will be
payable quarterly on the last day of each quarter.  Inventory
loans will not accrue interest if paid within 15-day credit terms.
No closing or exit fees are payable under the DIP Credit
Agreement.  The DIP Lender's professional fees relating to the
financing, however, will be reimbursed.

The DIP loan matures on the earliest to occur of (i) six months
after the date of the DIP Credit Agreement or such later date to
which the DIP Lender consents, (ii) the closing of a sale of
substantially all of the assets of the Debtor or substantial
consummation of a chapter 11 plan, or (iii) the occurrence of an
event of default.

American Suzuki has determined to pursue a reorganization strategy
in its Chapter 11 case that includes a proposed plan of
reorganization by which a sale of substantially all of its assets
to an entity formed by its parent, automaker Suzuki Motor Corp.
In the event the Debtor ultimately determines not to proceed with
the proposed plan, the Debtor expects to proceed with the sale to
the SMC unit under 11 U.S.C. Sec. 363.

The SMC unit, NounCo, Inc., has signed a deal to purchase the
Debtor's business of distributing, selling and servicing Suzuki
brand vehicles for $95 million in cash and the assumption of cure
and warranty liabilities.

The proposed Plan effectuates, among other things, the sale of
property, rights, and interests comprising and/or relating to the
Debtor's motorcycle, all-terrain vehicle, marine and other non-
automotive business lines, the Debtor's automotive parts/service
business line, and certain other surplus assets to NounCo.

The assets to be sold exclude cash and cash equivalents, the
estate's avoidance actions, and the Debtor's automotive sales
business.

In accordance with the DIP Credit Agreement, the Debtor will
comply with these "Plan/Sale Milestones":

     (a) filing of a plan of reorganization, a disclosure
statement, and a motion to approve a Stalking Horse asset purchase
agreement, no later than three business days after the Filing
Date;

     (b) entry of an order approving bidding procedures in
connection with the Stalking Horse APA by no later than Dec. 7,
2012;

     (c) subject to entry of the Final DIP Order, entry of an
order approving the Disclosure Statement by no later than Dec. 21,
2012;

     (d) subject to entry of the Final DIP Order, entry of a Final
Order either (i) confirming the Plan of Reorganization or (ii)
approving the sale by no later than Feb. 28, 2013; and

     (e) subject to entry of the Final DIP Order, consummation of
the Plan of Reorganization or closing of the sale no later than
March 29, 2013.

A final hearing on the DIP financing is set for Dec. 6, 2012 at
11:00 a.m.  Objections to the financing are due Nov. 26.

                          American Suzuki

Established in 1986 American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.

There are approximately 220 automotive dealerships, over 900
motorcycle/ATV dealerships, and over 780 outboard marine
dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.

SMC is not included in the Chapter 11 filing.

ASMC's legal advisor on the restructuring is Pachulski Stang Ziehl
& Jones LLP, and its financial advisor is FTI Consulting, Inc.
Nelson Mullins Riley & Scarborough LLP is serving as special
counsel on automobile dealer and industry issues.  Further, ASMC
has proposed the appointment of Freddie Reiss, Senior Managing
Director at FTI Consulting, as Chief Restructuring Officer, and
has also added two independent Board members to assist it through
this period.  Rust Consulting Omni Bankruptcy, a division of Rust
Consulting, Inc., is the claims and notice agent.

The Debtor has retained Imperial Capital, LLC as investment banker
and will proceed with a thorough marketing process over the next
60 to 90 days.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.


AMES DEPARTMENT: Wants Plan Exclusivity Until Jan. 31
-----------------------------------------------------
Ames Department Stores, Inc., et al., ask the U.S. Bankruptcy
Court for the Southern District of New York to extend until
Jan. 31, 2013, their exclusive period to solicit acceptances for
the proposed Chapter 11 Plan.

Out of an abundance of caution, the Debtors believe an extension
of the solicitation period is warranted and will avoid motion
practice and unnecessary intrusion on management's time occasioned
by a competing plan.

A hearing on Nov. 14, 2012, at 12 noon, has been set.  Objections,
if any, are due Nov. 14 at 11 a.m.

                   About Ames Department Stores

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.

Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001.  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; and Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP.  When the Company filed for
protection from their creditors, they reported $1,901,573,000 in
assets and $1,558,410,000 in liabilities.  The Company closed all
of its 327 department stores in 2002.

Ames and its affiliates filed a consolidated Chapter 11 Plan, and
a related Disclosure Statement explaining the Plan with the Court
on Dec. 6, 2004.  A full-text copy of Ames' Chapter 11 Plan
is available at no charge at:

    http://bankrupt.com/misc/ames_chapter_11_plan.pdf

and a full-text copy of Ames' Disclosure Statement is available
at no charge at:

    http://bankrupt.com/misc/ames'_disclosure_statement.pdf

A hearing to determine the adequacy of the Disclosure Statement
explaining Ames' Plan has not yet been scheduled.


AMSURG CORP: Moody's Assigns 'Ba3' CFR/PDR; Outlook Stable
----------------------------------------------------------
Moody's Investor Service assigned Ba3 Corporate Family and
Probability of Default Ratings to AmSurg Corp.'s. As the same
time, Moody's assigned a Ba3 rating to AmSurg's proposed $250
million senior unsecured notes. A Speculative Grade Liquidity
Rating of SGL-2 is assigned. Proceeds will be used to refinance
AmSurg's existing $475 million senior secured revolver. The
outlook is stable

The following ratings and LGD assessment have been assigned:

AmSurg Corp.

  Corporate Family rating at Ba3;

  Probability of Default Rating at Ba3;

  $250 million senior unsecured notes due 2020 at Ba3 (LGD 3,
  49%)

  Speculative Grade Liquidity Rating at SGL-2

The outlook is stable.

Rating Rationale

The Ba3 Corporate Family Rating is supported by AmSurg's scale as
the leading provider of Ambulatory Surgical Centers in the US, and
significant market share in the regions in which it competes.
Further, AmSurg benefits from good diversity by geography and
payor, as Medicare constitutes only roughly 28% of revenues.
Moreover, AmSurg benefits from the relatively stable near term
reimbursement environment and the longer term favorable prospects
for the ASC industry and Moody's expectation that leverage will be
managed to under 4 times.

The rating is, however, constrained by ongoing challenges
associated with the economy and high unemployment, which have
resulted in an overall reduced number of ASC visits. The rating
also reflects Moody's concerns with AmSurg's revenue concentration
in gastroenterology and a revenue base under $1.0 billion.

The stable rating outlook reflects Moody's expectation of near
term reimbursement stability. In addition, Moody's expects that
the company will remain disciplined about the use of additional
leverage for acquisitions and that leverage is expected to be
managed in the 3.5 times range.

Given the prospective nature of the rating, an upgrade is unlikely
in the near-term. However, for Moody's to consider an upgrade,
AmSurg would need to expand its revenue scale and lessen its
concentration within gastroenterology, while also maintain
leverage in the 3 times range.

If Moody's expects debt to EBITDA to increase and be sustained
above 4.5 times, either through unforeseen adverse developments in
Medicare reimbursement, a significant debt-financed acquisition, a
change in appetite for shareholder initiatives, or deterioration
in operating performance, the ratings could be downgraded.

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

Headquartered in Nashville, Tennessee, AmSurg Corp. acquires,
develops and operates ambulatory surgery centers in partnership
with physicians. As of Sept. 30, 2012, AmSurg had 229 operating
ASCs, of which the company owned a majority interest (primarily
51%) in 226 ASCs and owned a minority interest in three ASCs.
AmSurg recognized approximately $914 million of revenue in the
twelve months ended September 30, 2012.


AMSURG CORP: S&P Assigns 'BB-' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Nashville, Tenn.-based
surgery center operator AmSurg Corp. its 'BB-' corporate credit
rating. The outlook is stable.

"At the same time, we assigned the proposed $250 million senior
unsecured notes our 'B' issue-level rating with a recovery rating
of '6', indicating our expectation for negligible (0 to 10%)
recovery for lenders in the event of a payment default; we expect
the maturity to be eight to 10 years," said Standard & Poor's
credit analyst Rivka Gertzulin.

"The company also has an unrated $475 million revolving credit
facility, of which $296 million is borrowed, and unrated $75
million senior secured notes," S&P said.

"The ratings on AmSurg reflect what we consider to be the
company's 'significant' financial risk profile and 'weak' business
risk profile (as our criteria define the terms). At the time of
the transaction, we expect lease-adjusted debt leverage to be
about 3.3x, after repayment of the revolving credit facility.
However, our base case assumes that the company will borrow from
its revolver again to fund the acquisitions of 15 separate centers
currently under letters of intent. In this case, debt leverage
will temporarily increase to about 4.5x (not including acquired
EBITDA), but we expect it to decline to 3.8x by the end of 2013;
liquidity is adequate. Our base case also assumes low single-digit
same-center growth based on slightly positive increases in revenue
per case and some growth in surgical volumes following employment
trends. While we expect the reimbursement environment to remain
slightly positive and EBITDA margins of around 17.5% to remain
stable, third-party reimbursement risks (as owner and operator of
surgical facilities) dominate the weak business risk profile. We
also assume $250 million of acquisitions in 2012 and $100 million
in 2013 at a purchase multiple of 7x EBITDA. In 2011 and 2010, the
company used $239 million and $54 million on acquisitions. We
expect debt leverage to be 3.8x and funds from operations to debt
to be about 20% at the end of 2013. AmSurg owns and operates 229
ambulatory surgery centers in 35 states with some geographic
concentration in California, Arizona, Maryland, Florida, and
Texas," S&P said.

"The remaining revenue is from multispecialty centers (32%) and
ophthalmology (13%). Over the longer term, we expect AmSurg to
further diversify as it acquires more multispecialty surgery
centers. Its peers, United Surgical Partners, Surgical Care
Affiliates, and Symbion are more diversified in areas of treatment
specialty. Still, given the key reimbursement risks that these
companies face, we consider them to also have weak business risk
profiles," S&P said.

"The significant financial risk profile reflects pro forma debt
leverage of 3.3x at the time of the transaction and expected
leverage at 3.8x at the end of 2013, assuming debt-financed
acquisitions. For purposes of calculating leverage, we consider
EBITDA after distributions to minority interests. To adjust for
leases, we are capturing 51% of the reported lease obligation,
given that AmSurg generally does not guarantee the minority owner
(physicians) portion of the operating lease," S&P said.


ANDERSON NEWS: Lied About Meeting in Antitrust Suit, Time Says
--------------------------------------------------------------
Ben James at Bankruptcy Law360 reports that Time Inc. and others
accused of sinking Anderson News LLC urged a New York federal
court Monday to sanction Anderson for alleging in its recent
antitrust complaint the occurrence of a conspiratorial meeting
that the defendants called a "sheer fabrication."

Time, Hudson News Distributors LLC, Hearst Communications Inc.,
Rodale Inc. and other defendants asked the court to award
sanctions and strike the 63rd paragraph from the amended complaint
Anderson News filed Sept. 7, according to Bankruptcy Law360.

                        About Anderson News

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


ARCAPITA BANK: Can Move Ahead With $125-Mil. Loan From Fortress
---------------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
a judge said Bahrain's Arcapita Bank can move forward with a
historic bankruptcy loan from Fortress Investment Group LLC.

The Debtor first signed a deal for $150 million of Shari'ah
compliant financing with Silver Point Finance LLC.  However, the
Debt later received a binding commitment from Fortress Credit
Corp. to provide $100 million in Shari'ah compliant financing,
which, subject to confirmatory due diligence, may be upsized to
$150 million, which is substantially better terms than those
offered by Silver Point.

The Debtors point out that the Fortress deal contains several
material advantages over the Silver Point financing.  They point
out that the Fortress deal:

  (i) does not condition the initial $100 million of the Fortress
      commitment on due diligence or internal credit committee
      approval,

(ii) provides for a lower commitment fee, a lower profit and a
      substantially lower unused line fee, and

(iii) provides that (a) the Debtors may actively seek out
      alternative proposals, and (b) Fortress will have the right
      to match the terms of any alternative transaction, with no
      termination fee becoming payable unless the Debtors fail to
      provide Fortress an opportunity to match.

The Debtors also point out:

  -- The scope of what constitutes a "Material Adverse Change" has
     been narrowed, reducing uncertainty regarding the Debtors'
     ability to access funds under the Fortress Facility.

  -- Fortress can terminate the deal only under a more limited set
     of circumstances; for example, the Debtors revising the
     budget in such a way that the Debtors will not borrow the
     full amount of the Fortress Facility does not allow Fortress
     to terminate the financing commitment.

  -- The Debtors have a contractual right to notify Fortress to
     cease performing confirmatory due diligence in connection
     with the additional commitment of $50 million (which would
     otherwise increase the Fortress Commitment from $100 million
     to $150 million), potentially reducing the profit and fees to
     be paid by the estates.

The hearing on the motion will be held on Nov. 5, 2012, at 2:00
p.m.

A copy of the Fortress Commitment Letter is available at:

           http://bankrupt.com/misc/arcapita.doc610.pdf

                        About Arcapita Bank

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

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

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

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

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

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

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

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


ARCAPITA BANK: Withdraws London Listing of PointPark Properties
---------------------------------------------------------------
David French at Reuters reports that Arcapita has withdrawn a
planned London listing of its PointPark Properties (P3) unit,
highlighting valuation gaps still exist between sellers and
investors despite renewed life in the European IPO market.

The report says P3, which has 46 warehouse properties across
Europe, had hoped to raise around 250 million pounds ($402.8
million) through the London IPO, which was announced last month.

The report relates the money raised from the listing would be used
to acquire a property portfolio from Arcapita worth 760.1 million
euros ($984.9 million), with the rest of the purchase funded
through a 15% equity stake being issued in the firm to Arcapita.
P3 will continue to manage the portfolio on behalf of its private
equity owner while Arcapita decides its next move, which could
range from reviving the IPO at a later date to a private sale, the
banking source said.

The report says the offering was being run by Credit Suisse and
Deutsche Bank.

In March, Arcapita became the first Gulf entity to file for
Chapter 11 bankruptcy protection in the United States, after it
was threatened with legal action if it did not repay a hedge fund
in full.  The report notes the bankruptcy filing may have helped
contribute to the lower valuation which investors placed upon P3
compared with Arcapita.

                        About Arcapita Bank

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

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

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

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

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

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

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

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


ATHABASCA OIL: S&P Assigns 'CCC+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' long-term
corporate credit rating to Calgary, Alta.-based upstream producer
Athabasca Oil Corp. (AOC). The outlook is developing. "At the same
time, Standard & Poor's assigned its 'B' issue-level rating to The
company's proposed senior secured second-lien bonds, with a '1'
recovery rating, indicating an expectation of very high (90%-100%)
recovery for debtholders in a default scenario," S&P said.

"Our estimated enterprise value for AOC at the time of our
simulated default is substantially higher than its expected
obligations, so pro forma this bond issue, we believe there is
sufficient value inherent in the company's asset base to provide
full recovery," said Standard & Poor's credit analyst Michelle
Dathorne. "Nevertheless, in our opinion, the risk profile
associated with AOC's asset base is different from those of its
oil sands peer group, given the very high proportion of contingent
resources, relative to proven and probable reserves, in the
company's upstream portfolio," Ms. Dathorne added.

"The ratings on AOC reflect Standard & Poor's view of the
company's regionally focused upstream operations, its small
(albeit growing) production base, the associated weak forecasted
cash flow generation, and inability to internally fund its stated
conventional and oil sands growth objectives. We believe that
offsetting these weaknesses somewhat are AOC's ability to sell
portions of its vast undeveloped acreage and its liquidity
position, which we believe is enhanced by both its proposed C$600
million senior secured bond issue; and the company's ability to
sell its 40% interest in the Dover property through its put-call
agreement with its joint venture partner, Phoenix Energy Holdings
Ltd. (previously Cretaceous Oilsands Holdings Ltd.; a wholly owned
subsidiary of PetroChina International Investment Co. Ltd.)," S&P
said.

"AOC focuses on the development of conventional oil and gas and
in-situ bitumen. It operates two business segments: the light oil
division and thermal oil division. AOC's conventional oil and gas
operations are concentrated in northwest Alberta, and its bitumen
resources are in Dover, Dover West, Hangingstone, Birch, and
Grosmont (all in the Athabasca oil sands fairway)," S&P said.

"The developing outlook reflects Standard & Poor's view that,
based on the company's prospective competitive position, there is
almost an equal likelihood of its credit profile strengthening or
deteriorating during our forecast period," S&P said.

"If AOC's production and cash flow profile strengthen in the
future, we believe the company's business and financial risk
profiles could support a 'B-'rating, assuming debt remains
relatively stable. The company's cash flow protection metrics
should strengthen materially as cash flows continue increasing
relative to fairly stable debt levels. We believe AOC should be
able to continue increasing its conventional oil and gas
production as it ramps up the development of the assets in its
light oil division. Although forecast FFO will likely remain well
below our estimated near- and medium-term capital expenditures for
the company, cash flow protection metrics should strengthen by
year-end 2013 and beyond. Under our assumptions, we believe AOC's
fully adjusted debt-to-EBITDA could trend below 6.5x by year-end
2013. If the company is able to continue improving its cash flow
protection metrics, as it increases its oil and gas production, we
would raise the corporate credit rating to 'B-'," S&P said.

"Conversely, we believe the company's credit profile is also
vulnerable to near-term deterioration, because the small scale of
its operations limits its ability to absorb unexpected adverse
events, which we believe could occur due to the oil and gas
industry's inherent volatility. Furthermore, AOC's prospective
liquidity relies heavily on anticipated asset sales and its
proposed debt issuance, so we believe the company will have
limited ability to fund material cost overruns if capital
expenditures increase above the levels expected during 2012-2014.
As a result, if the company's liquidity position were to weaken
materially, such that it would not be able to increase or sustain
its operations, we would lower the ratings," S&P said.


AXESSTEL INC: Reports $2.1 Million Net Income in Third Quarter
--------------------------------------------------------------
Axesstel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $2.12 million on $16.32 million of revenue for the three months
ended Sept. 30, 2012, compared with net income of $1.30 million on
$17.06 million of revenue for the same period a year ago.

Axesstel reported net income of $3.49 million on $43.89 million of
revenue for the nine months ended Sept. 30, 2012, compared with
net income of $80,616 on $37.23 million of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $14.88
million in total assets, $22.70 million in total liabilities and a
$7.82 million total stockholders' deficit.

Clark Hickock, chief executive officer of Axesstel, said, "Our
strong third quarter and year-to-date 2012 performance is a
significant indication of the progress we have made and the
momentum ahead for the business in 2013 and beyond.  We are on
track to achieve our key operating goals for 2012, posting
consistent quarterly profitability and year-over-year revenue
growth.  We also delivered on our commitments to improve our
working capital position and reduce our cost of capital this
quarter.  Our business model of customer driven innovation and
extension of our product footprint is delivering value for our
stockholders."

"Because of our net losses prior to Q3 2011, and negative working
capital position, our independent auditors, in their report on our
financial statements for the year ended December 31, 2011,
expressed substantial doubt about our ability to continue as a
going concern," the Company said in its quarterly report for the
period ended Sept. 30, 2012.

As reported in the TCR on Feb. 23, 2012, Gumbiner Savett Inc., in
Santa Monica, Calif., expressed substantial doubt about Axesstel's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that although the Company generated net income in
2011, the Company has historically incurred substantial losses
from operations and the Company may not have sufficient working
capital or outside financing available to meet its planned
operating activities over the next twelve months.  "Additionally,
there is uncertainty as to the impact that the worldwide economic
downturn may have on the Company's operations."

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

                        http://is.gd/OLII2O

                           About Axesstel

Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.  The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.


B+H OCEAN: Files First Amended Joint Plan of Reorganization
-----------------------------------------------------------
BankruptcyData.com reports that B+H Ocean Carriers filed with the
U.S. Bankruptcy Court a First Amended Joint Plan of Reorganization
and related Disclosure Statement.

According to the Disclosure Statement, "The Plan constitutes a
joint plan of reorganization for the eleven Debtors. Although the
Chapter 11 Cases are jointly administered pursuant to an order of
the Bankruptcy Court, the Plan does not provide for the
substantive consolidation of the Debtors' Estates. The Plan's
overall objective is to liquidate and Distribute all Assets of the
Debtors to holders of Allowed Claims and Allowed Unclassified
Claims in satisfaction of the Debtors' obligations . . ."

                     About B+H Ocean Carriers

B+H Ocean Carriers Ltd. is an international ship-owning and
operating company that owns, through subsidiaries, a fleet of
four product-suitable Panamax combination carriers capable of
transporting both wet and dry bulk cargoes, along with a 50%
interest in an additional combination carrier.

B+H Ocean Carriers and its subsidiaries filed voluntary Chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 12-12356) on May 30, 2012.
The Debtors disclosed assets of US$4.52 million and liabilities of
$46.09 million as of the Chapter 11 filing.

John H. Hall, Jr., Esq., at Pryor & Mandelup, L.L.P., in New York,
serves as bankruptcy counsel for the Debtors.


BAKERS FOOTWEAR: Court Approves Liquidation Deal With SB, Tiger
---------------------------------------------------------------
Bankruptcy Judge Charles E. Rendlen in St. Louis, Missouri, on
Nov. 8 issued an 18-page order permitting Bakers Footwear Group
Inc. to enter into and perform under an agency agreement with a
joint venture consisting of SB Capital Group, LLC and Tiger
Capital Group, LLC; conduct closing sales at 150 of the Debtor's
retail stores and its distribution center; and abandon unsold
assets of de minimis value.

All amounts payable by the Liquidation Agent under the Agency
Agreement will be paid to Crystal Financial LLC for application
(a) first, to any outstanding obligations on the Pre-Petition
Credit Agreement; and (b) second, to any outstanding obligations
on the DIP Credit Agreement.  After all such obligations have been
fully and unconditionally repaid, any additional amounts payable
by the Agent under the Agency Agreement will be paid to the
Debtor.

Bakers faces a Nov. 16 deadline to consummate either (a) a
replacement debtor-in-possession financing facility with Salus
Capital Partners, LLC or its designee, or (b) an assignment of the
DIP Credit Agreement, and re-designation of the "Agent" from the
Lender to Salus on terms and conditions satisfactory to the
Lender, in its exclusive discretion.  Otherwise, Bakers will
exercise a put option to liquidate inventory at its remaining 63
stores.  If the Debtor exercises that option, the Debtor and the
Agent will enter into a supplemental agency agreement.

Salus is providing an $8.5 million loan to support Bakers'
reorganization.

Lisa Brown at St. Louis Post-Dispatch reports that Bakers is
scrambling to complete a restructuring plan that will appeal to
creditors.  If that plan is rejected, the company will have no
choice but to close all its stores.

According to the Post-Dispatch, under the latest plan, Bakers has
identified at least 151 stores that it intends to close nationwide
and liquidate the merchandise, furniture and fixtures during this
holiday season.  Bakers previously said it planned to close only
dozens of stores by year's end to pay off creditors.

According to the report, Bakers plans to hold store-closing sales
between Nov. 9 and Dec. 31 at the 151 stores slated for closure,
to coincide with the holiday shopping season.

The report recounts Bakers had an agreement to sell as many as 52
of its stores to Canadian-based footwear chain Aldo Group, but
after Bakers filed for bankruptcy, Aldo wanted out.  The 151
stores on Bakers' closure list include the stores that were to be
sold to Aldo.  Bakers has said it intends to force Aldo to follow
through with the deal.

According to the report, in September, its lender, Crystal
Financial, submitted a notice of acceleration of indebtedness and
termination of its credit agreement with Bakers after a default.
Bakers was delisted from the NASDAQ in 2010 and sold its Wild Pair
trademark for nearly $4 million last year.

Crystal may be reached at:

          Evren Ozargun
          CRYSTAL FINANCIAL LLC
          Two International Place, 17th Floor
          Boston, MA 02110
          E-mail: eozargun@crystalfinco.com

The Liquidation Agent may be reached at:

         Robert Raskin
         SB CAPITAL GROUP, LLC
         1010 Northern Boulevard, Suite 340
         Great Neck, NY 11021
         Tel: (516) 829-2400
         E-mail: rraskin@sbcapitalgroup.com

              - and -

         Steve Goldberger
         Dan Kane
         TIGER CAPITAL GROUP, LLC
         84 State Street, Suite 420
         Boston, MA 20109
         Tel: (617) 523-5001
         Fax: (617) 523-3007
         E-mail: sgoldberger@tigergroupllc.com
                 dkane@tigergroupllc.com

                       About Bakers Footwear

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

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

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

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

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

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

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

The U.S. Trustee has appointed 11 members to the official
committee of unsecured creditors.  Bradford Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, represents the Committee.


BAKERS FOOTWEAR: Wins May 1 Extension of Lease Decision Deadline
----------------------------------------------------------------
At the behest of Bakers Footwear Group, Inc., the Bankruptcy Court
extended the Debtor's deadline to decide whether to assume or
reject unexpired leases of nonresidential real property.  The
period within which the Debtor may assume or reject any or all of
the Leases is extended, pursuant to 11 U.S.C. Sec. 365(d)(4),
through and including the earlier of (a) May 1, 2013, and (b) the
date of the entry of an order confirming a plan.

The Extension Order will be without prejudice to (a) the right of
the Debtor to seek additional extensions of the period within
which to assume or reject the Leases in accordance with
requirements of 11 U.S.C. Sec. 365(d)(4(B)(ii), or (b) the right
of any Landlord to request, at any time, a shortening or
termination of the period within which the Debtor may
assume or reject a specific Lease.

                       About Bakers Footwear

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

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

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

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

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

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

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

The U.S. Trustee has appointed 11 members to the official
committee of unsecured creditors.  Bradford Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, represents the Committee.


BAKERS FOOTWEAR: Proposes Procedures for Rejecting Leases
---------------------------------------------------------
Bakers Footwear Group, Inc., is asking the Bankruptcy Court:

     -- to approve procedures for rejection of unexpired leases
        of non-residential real property, and

     -- for authority to reject unexpired leases of non-
        residential real property pursuant to the procedures.

The Rejection Procedures allows Bakers to make its final decision
with respect to rejection of any Lease on five business days'
notice so long as the Rejection Procedures are followed.

The Debtor said adoption of the Rejection Procedures represents
(a) a sound exercise of the Debtor's business judgment, and (b) a
fair balancing of the need of a Landlord for certainty with the
Debtor's need to move quickly and to cut off the needless accrual
of administrative charges for which the estate will be receiving
no benefit.  In addition, the Rejection Procedures will save
substantial legal expense and Court time that possibly would
otherwise be incurred if multiple hearings were held on separate
motions with respect to each Lease that the Debtor determines
should be rejected.

The Debtor believes the proposed Rejection Procedures will enable
the Debtor to minimize unnecessary post-petition obligations and
will provide Landlords with adequate notice of proposed rejections
and abandonments and an opportunity to object to such relief
within a definitive time period.

A hearing on the request is set for Nov. 27.

                       About Bakers Footwear

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

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

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

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

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

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

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

The U.S. Trustee has appointed 11 members to the official
committee of unsecured creditors.  Bradford Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, represents the Committee.


BEALE STREET BLUES: Restaurant Said to Cease Operation
------------------------------------------------------
The Las Vegas Review-Journal reports that employees who asked not
to be identified said the B.B. King's Blues Restaurant & Club at
The Mirage will shut Nov. 18.

The report also relates that S. Tommy Peters, manager of club
owner of Beale Street Blues Company Las Vegas LLC, said in papers
filed in U.S. Bankruptcy Court that a September ruling in the
company's Chapter 11 case had severely crimped revenues.  The
Mirage was allowed to keep the charges that patrons put on their
room tabs, called recoupment, to pay down unpaid bills that
predate the bankruptcy. "Now that the Mirage is withholding all of
the room charges, it has destroyed (B.B. King's) cash flow," Mr.
Peters said.

The report notes that, according to Mirage attorneys, B.B. King's
ran up at least $114,000 in unpaid union obligations and $223,000
in sales and taxes during the summer, even though it was supposed
to stay current.

The report says the Memphis-based parent company is no longer
willing to put money into the local club.

Beale Street Blues Company Las Vegas LLC owns the B.B. King's
Blues Club restaurant and live music club at the Mirage hotel-
casino in Las Vegas.  Beale Street filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 11-21619) in Memphis, Tennessee, on
Feb. 16, 2011.  Jonathan E. Scharff, Esq., at Harris Shelton
Hanover Walsh, PLLC, in Memphis, serves as counsel to the Debtor.
Beale Street disclosed assets of $2.5 million and liabilities of
$3.8 million.

The Las Vegas club and restaurant is part of a Memphis-based group
of B.B. King's clubs named for the music legend. The other B.B.
King's -- which are not part of the bankruptcy -- are in Memphis,
Nashville, Orlando and West Palm Beach, Fla.


BERNARD L. MADOFF: Investors Settle Class Action for $80.3MM
------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that Fairfield
Greenwich Group, a prominent controller of feeder funds to
imprisoned Ponzi schemer Bernie Madoff, and others on Tuesday
settled their part in a class action for as much as $80.3 million,
brought by investors who claim the company and others
misrepresented their investments in Madoff's scam.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BITI LLC: Court Approves Fuller & Lowenberg as Accountant
---------------------------------------------------------
Biti LLC sought and obtained approval from the U.S. Bankruptcy
Court to employ Fuller & Lowenberg & Co. CPAs P.C. as accountant.

Oyster Bay, New York-based Biti LLC filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-74810) in New York on Aug. 2, 2012.
The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and debts of at least $10 million.
The Debtor owns 11.701 acres of property located at the south side
of Skillman Street, west of Bryant Avenue, Village of Roslyn.

Judge Robert E. Grossman presides over the case.  Ronald M.
Terenzi, Esq., at Stagg, Terenzi, Confusione, & Wabnik, LLP.  In
its petition, the Debtor scheduled $14,146,612 in assets and
$12,900,070 in liabilities.  The petition was signed by William
Cohn, member.


BITI LLC: Court OKs Rivkin Radler as Committee's Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Biti LLC sought
and obtained approval from the U.S. Bankruptcy Court to retain
Rivkin Radler LLP as counsel, nunc pro tunc to Sept. 5, 2012.

The Committee will, among other things:

   -- advise the Committee with respect to its rights and duties
      in the Chapter 11 cases;

   -- assist and advise the Committee in its consultation with the
      Debtor in connection with the administration of the case;
      and

   -- assist the Committee in analyzing the claims of the Debtor's
      creditors, and negotiating with holders of claims and equity
      interests.

The primary attorneys and paralegals in Rivkin Radler's Bankruptcy
and Financial Restructuring Group designated to the represent the
Committee are:

     Stuart I. Gordon (Partner), $485 per hour
     Matthew V. Spero (Senior Associate), $345 per hour, and
     Patricia (Paralegal), $125 per hour.

                          About Biti LLC

Oyster Bay, New York-based Biti LLC filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-74810) in New York on Aug. 2, 2012.
The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and debts of at least $10 million.
The Debtor owns 11.701 acres of property located at the south side
of Skillman Street, west of Bryant Avenue, Village of Roslyn.

Judge Robert E. Grossman presides over the case.  Ronald M.
Terenzi, Esq., at Stagg, Terenzi, Confusione, & Wabnik, LLP.  In
its petition, the Debtor scheduled $14,146,612 in assets and
$12,900,070 in liabilities.  The petition was signed by William
Cohn, member.


BLUE CITY: Oman's Sovereign Wealth Fund Bails Out Bondholders
-------------------------------------------------------------
Camilla Hall, writing for The Financial Times, reports that a unit
of the Oman Investment Fund, the Gulf country's sovereign wealth
Fund, has offerd to buy "class B" subordinad notes of Blue City,
a $20 billion beachside real estate development that stalled as
the financial crisis took a grip.  At 35 cents on the dollar, the
offer gives investors a rare opportunity to walk away with cash as
the oil-rich government steps in to clean up the mess.

FT says the project, planned for 200,000 people, was a poster
child of the pre-crisis boom.  As investors poured into Dubai
property, Oman's Blue City was a plan to attract both the region's
wealthiest and those from further afield.


BOMBARDIER INC: Moody's Affirms 'Ba2' CFR/PDR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service affirmed Bombardier Inc.'s Ba2 Corporate
Family rating, Ba2 Probability of Default rating and Ba2 Senior
Unsecured ratings and changed its rating outlook to negative from
stable. The company's Speculative Grade Liquidity rating was
lowered to SGL-3 from SGL-2.

"The outlook change and lowering of Bombardier's liquidity rating
is driven by the company's higher than expected cash consumption
in 2012 and our view that the company's negative cash flow trends
will persist through 2013", said Darren Kirk, Moody's Vice
President and Senior Credit Officer. "Bombardier is at the late
stage of a high capital investment period which we expect will
help improve its earnings and cash flow prospects beginning in
2014. However the company's current key credit metrics are
stretched for its Ba2 rating and additional shortfalls to our cash
flow expectations would lead to a ratings downgrade", added Kirk.

Ratings Rationale

Bombardier's Ba2 rating its driven by its significant scale and
diversity, strong global market positions, natural barriers to
entry and sizeable backlog levels in both its Aerospace and
Transportation business segments. Moody's expects Bombardier will
realize modest earnings growth and about $750 million in
consolidated free cash flow consumption in 2013 due to lingering
economic weakness affecting its Aerospace division, spending
associated with the company's sizeable aerospace programs, ongoing
margin pressure from recent problem contracts in its
Transportation segment and a continuing weak level of cash
advances from customers. Consequently, the company's adjusted
leverage is likely to remain very high (currently 6.2x) over the
12 to 18 month ratings horizon. Execution risks related to the
development of its new CSeries commercial aircraft are also
incorporated in the rating and these risks have increased with the
six month delay in the aircraft's first flight to June 2013.

Bombardier's $2 billion in cash balances and $1.4 billion (USD
equivalent) in total revolver availability is sufficient to fund
$1 billion in aggregate cash consumption in the four quarters
ending Q3/2013, based on Moody's expectations. Significant
quarterly working capital swings and modest covenant constraints
however cause Moody's to view Bombardier's liquidity as adequate
rather than good.

The outlook is negative because Bombardier has consumed more cash
than Moody's expected in the past couple of years. A continuation
of this trend would lead to a downgrade given that Bombardier's
leverage is very high for the rating.

Bombardier's rating could be downgraded if the CSeries is further
delayed or if Bombardier's leverage is not expected to reduce
below 6x through the ensuing 12-18 months with ongoing expected
improvement beyond that timeframe. Further deterioration in the
company's liquidity would also cause a downward rating action.

An upgrade would require evidence of a sustained cyclical upturn
in Aerospace, resolution of recent operational challenges in
Transportation, the successful entry into service of the CSeries,
with a growing order book and leverage sustained below 3.5x. As
well, the company would need to improve and sustain its liquidity
rating.

The principal methodology used in rating Bombardier was the Global
Aerospace and Defense Industry Methodology published in June 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.

Headquartered in Montreal, Quebec, Canada, Bombardier is a
globally diversified manufacturer of business and commercial jets
as well as rail transportation equipment. Annual revenues total
roughly $17 billion.


BRAFFITS CREEK: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------------
Braffits Creek Estates LLC filed with the U.S. Bankruptcy Court
for the District of Nevada amended list of its largest unsecured
creditors, disclosing:

  Name of Creditor            Nature of Claim    Amount of Claim
  ----------------            ---------------    ---------------
Kennedy Fundings, Inc.        Bank Loan          $28,860,000
2 university Plaza, Suite 402
Hacken Sack, NJ 07601

Iron County Treasurer                             $1,700,000
P.O. Box 369
Parowan, UT 84761

AT Asphalt Paving Inc.                              $732,029
1575 E 1300 S
Washington, UT 84780

Guido Holdings, Inc.                                $660,164
9101 W Sahara No. 105
Las Vegas, NV 89117

McKittrick Properties LLC                           $417,583
717 E. Cobble Creek Drive
Cedar City, UT 84721

Big Horn Basin                                      $330,821
1575 Duneville Street
Las Vegas, NV 89146

Gregg Wood                    Bank Loan             $300,000
4760 S Highland Dr., Suite 122
Holladay, UT 84117

GPC, Inc.                                           $300,000
4760 S. Highland No. 122
Holloday, UT 84117

R & W Excavating                                    $297,360
P.O. Box 840830
Hilldale, UT 84784

Bridgewater Consulting Group                        $144,985

Ten Hospitality                                     $115,000

Parowan Foothills                                    $90,977

Utah Mountain Vistas, LLC                             $5,154

IRS                                                   $2,734

Kim Walker CPA                                        $2,200

Walker JV                                               $130

Braffits Creek disclosed a single claim -- $1.5 million owing to
Iron County Treasurer -- in the prior iteration of the list of
creditors.

                   About Braffits Creek Estates

Las Vegas, Nevada-based Braffits Creek Estates, LLC is a single
asset real estate that owns raw land located 3200 Subdivision, in
Iron County, Utah.

The Company filed for Chapter 11 protection (Bankr. D. Nev.
Case No. 12-19780) on Aug. 23, 2012.  Bankruptcy Judge Bruce A.
Markell presides over the case.  David J. Winterton, & Assoc.,
Ltd., represents the Debtor's restructuring effort.  The Debtor
estimated assets at $10 million to $50 million, and debts at
$1 million to $10 million.


BRAFFITS CREEK: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Braffits Creek Estates LLC filed with the U.S. Bankruptcy Court
for the District of Nevada its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $25,000,000
  B. Personal Property                $3,800
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $29,160,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,720,735
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,096,405
                                 -----------      -----------
        TOTAL                    $25,003,800      $33,959,140

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

Las Vegas, Nevada-based Braffits Creek Estates, LLC is a single
asset real estate that owns raw land located 3200 Subdivision, in
Iron County, Utah.

The Company filed for Chapter 11 protection (Bankr. D. Nev.
Case No. 12-19780) on Aug. 23, 2012.  Bankruptcy Judge Bruce A.
Markell presides over the case.  David J. Winterton, & Assoc.,
Ltd., represents the Debtor's restructuring effort.  The Debtor
estimated assets at $10 million to $50 million, and debts at
$1 million to $10 million.


CARTER REESE: Judge Fehling Won't Recuse Self
---------------------------------------------
Bankruptcy Judge Richard E. Fehling declined to recuse himself
from hearing and presiding over the Chapter 11 proceeding of
Carter P. Reese and Sarah C. Reese.  Judge Fehling held that none
of "my contacts with Debtors over the past 15 years or so requires
me to disqualify or recuse myself from involvement in this
proceeding."

Judge Fehling said he met the Reeses for the first time sometime
in the late 1990s or early 2000s.  He said he was aware at some
time in the late 1990s or early 2000s that the Debtors had a
business of assisting foreign students in the admission process
for secondary schools and colleges in the United States.

Judge Fehling's recollection of his prior contacts with the
Debtors include visiting the Debtors' home at 84 Grandview Blvd.,
Wyomissing Hills, Berks County, Pennsylvania, some time in the
late 1990s or early 2000s, for a social event.  The judge said he
has no recollection of any details of the event, i.e., whether it
was a sit-down dinner, a reception, or some Other type of event.
The judge also recalled that during a visit to the Debtors' home,
he toured an upper floor and saw a display of antique toys shown
in plexiglass-like cases.

"Over the past 10-12 years, I have seen Debtors a half dozen times
more or less at social or institutional charitable events
throughout Berks County, at which our contacts/conversations were
nothing more than exchanging pleasantries," Judge Fehling said.
"At some time in the past two or three years, my wife and Mrs.
Reese worked together to organize a birthday party for one of
their mutual friends (who is also a friend of mine)."

A copy of Judge Fehling's Nov. 6, 2012 statement Supporting Order
Dated Nov. 2, 2012, is available at http://is.gd/UMyI0Ofrom
Leagle.com.

Carter P. Reese and Sarah C. Reese filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case No. 12-19376) on Oct. 2, 2012.


CASH4GOLD: Gold Buying Firm Sold for $440,000 in Bankruptcy
-----------------------------------------------------------
Fortune's Dan Primack reports that Cash4Gold, the metal refinery
known for having MC Hammer rap its praises during the 2009 Super
Bowl, is being sold for $440,000 to Direct Holdings Americas, the
parent company of Time-Life, which is not affiliated with Time
Inc., the publisher of Fortune.  The assets to be sold include the
company's domain name and client database.  The deal is subject to
bankruptcy court approval.

Fortune says another bidder, Cash4GoldUSA, offered $200,000 for
the assets.

Fortune's Mr. Primack relates Cash4Gold is owned by Green Bullion
Financial Services, the Pompano Beach, Fla.-based parent company,
which raised $40 million in venture capital funding from firms
like General Catalyst Partners and Highland Capital Partners.  The
report relates Cash4Gold used some of that money to finance the
Super Bowl ad, which reportedly cost $2.4 million to broadcast and
hundreds of thousands of dollars to produce.  By the middle of
2010, however, both VC firms had written down their investment to
nearly zero, and shortly thereafter exited the company altogether.
Highland also was sued by one of Cash4Gold's former business
partners for fraud and breaches of contract, but the case was
later settled out of court.

Fortune says the bankruptcy was filed in July.  Fortune also
reports insolvency manager Moecker & Associates was hired by the
court to find a buyer.  Moecker also appears to have helped
continue fulfilling orders for Cash4Gold, as the actual company
shut down operations and stopped even answering its phone.

Fortune's Mr. Primack also reports that Cash4Gold's largest
creditor was Euro RSCG, a marketing agency that had produced that
old Super Bowl ad -- with an outstanding bill of $800,000 (the
second-largest creditor was Google, which was owed around
$115,000).  The report relates multiple sources told Mr. Primack
that Direct Holdings America purchased some or all of that
outstanding Euro RSCG credit, which ultimately gave it greater
bidding flexibility.

The Huffington Post's Nate C. Hindman says Cash4Gold is a popular
gold-buying company.  The report recounts that Cash4Gold sought to
capitalize on the down economy in 2008, when it launched a service
that pays people to mail in their gold.

According to The Huffington Post, the company's head of marketing
told the Christian Science Monitor in 2009 that, "The entire
economy is crumbling, and when that happens people below the line
need cash."  The head of marketing added that the firm had seen "a
thousand percent" year-over-year growth.  But, The Huffington Post
relates, a barrage of lawsuits filed by Cash4Gold customers
subsequently damaged the Florida-based firm's reputation,
ultimately leading to its bankruptcy.  Reports of gold packages
that were shipped to the company and then mysteriously vanished in
the mail contributed to the downfall.

"I was duped, and the gold's gone," one angry customer told ABC
earlier this year, according to The Huffington Post.


CELANESE US: Moody's Rates $500MM Senior Unsecured Notes 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to $500 million of
senior unsecured notes due 2022 to be issued by Celanese US
Holdings LLC (CUSH), a wholly owned subsidiary of Celanese
Corporation. Proceeds from the notes will be used to reduce
amounts outstanding under the Term Loan C and pension funding. The
existing Term Loan C matures in 2016 and is expected to have less
than $1 billion remaining outstanding after the completion of this
transaction. The outlook on all of Celanese's ratings is positive.

Moody's affirmed the existing Ba2 Corporate Family Rating (CFR)
and Speculative Grade liquidity (SGL) rating of SGL-1 at Celanese
Corporation. Moody's also raised the rating on the senior
unsecured debt at Celanese US Holdings LLC to Ba2 from Ba3 due to
the decline in secured debt subsequent to this transaction.

"Although management has indicated that it is seeking to move
toward investment grade, their lack of targeted credit metrics or
clear financial priorities continues to slow the company's
progress." stated John Rogers, Senior Vice President at Moody's.

Ratings Rationale

Celanese's Ba2 CFR takes into account the company's size and
leading global positions in the acetyl chain, with strong
operational, geographical and product diversity. In addition, the
company's elevated exposure to developing markets, along with on-
going capital spending, bodes well for continued volume growth
over the next several years. The rating is tempered by significant
exposure to volatile petrochemical feedstocks, sizable debt-like
liabilities and management's lack of targeted credit metrics for
the firm. Although management has stated its desires to achieve an
investment grade rating, its primary focus has been on sales and
earnings growth. The company continues to maintain a large cash
balance and reduce debt gradually. However, increases in pension
liabilities and capitalized operating leases have slowed the
improvement in Moody's adjusted financial metrics.

The positive outlook reflects the assumption that management will
provide greater clarity over its financial priorities and policies
in 2013, which could trigger the move to a higher rating.
Furthermore, Moody's believes that there is limited downside to
the company's credit metrics despite a somewhat uncertain global
economic environment. Any further decline in earnings and cash
flow in 2013 should be partially offset by further modest debt
reduction. Moody's noted that the company has reduced balance
sheet debt by almost $500 million over the past two years.

As of the twelve months ending September 30, 2012, the company had
Debt/EBITDA of 3.9x, Net Debt/EBITDA of 3.2x, Retained Cash
Flow/Debt of 20% and Retained Cash Flow/Net Debt of 24%. To the
extent that Celanese's Debt/EBITDA falls to below 3.3 times and
Retained Cash Flow/Debt remains near 20%, Celanese's ratings would
be upgraded. Also, if management provides greater clarity over its
financial priorities and targets, Moody's would consider the
appropriateness of a higher rating. However, if operating
performance is weaker than anticipated and Debt/EBITDA remains
closer to 4.0x for an extended period, Moody's would likely return
the outlook to stable. To the extent that Debt/EBITDA rises to
over 4.0 times and Retained Cash Flow/Debt declined to below 15%,
on a sustainable basis, Moody's would likely lower the company's
rating.

Celanese's SGL-1 Speculative Grade Liquidity rating is supported
by a large cash balance of over $900 million, expected free cash
flow generation in excess of $200 million over the next year and
full availability under its $600 million revolving credit
facility.

Ratings assigned:

Celanese US Holdings LLC

  $500 million guaranteed senior unsecured notes due 2022 at Ba2
  (LGD4, 58%)

Ratings upgraded:

  $400 million guaranteed senior unsecured notes due 2021 at Ba2
  (LGD4, 58%) from Ba3 (LGD4, 61%)

  $600 million guaranteed senior unsecured notes due 2018 at Ba2
  (LGD4, 58%) from Ba3 (LGD4, 61%)

  Senior unsecured shelf at (P)Ba2 from (P)Ba3

Ratings affirmed:

Celanese Corporation

  Corporate Family Rating -- Ba2

  Probability of Default Rating -- Ba2

  Speculative Grade Liquidity assessment -- SGL-1

  Outlook -- Positive

Celanese US Holdings LLC

  Guaranteed senior secured revolver due 2015 and letter of
  credit facility due 2014 at Ba1 (LGD3, 32%) from (LGD3, 34%)

  Guaranteed senior secured term loan due 2016 at Ba1 (LGD3, 32%)
  from (LGD3, 34%)

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

Celanese Corporation, headquartered in Dallas, Texas, is a leading
global producer of acetyls, vinyl acetate monomer, emulsions,
acetate tow and engineered thermoplastics. Celanese reported sales
of $6.5 billion for the twelve months ended September 30, 2012.
Celanese US Holdings LLC and Celanese Americas LLC are wholly
owned subsidiaries and co-borrowers under the credit facilities.


CELANESE US: S&P Affirms 'BB' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue rating
and '4' recovery rating to Celanese's proposed $500 million notes
due 2022. "We also affirmed the 'BB' corporate credit rating on
the company, as well as the 'BBB-' rating on the senior secured
notes. We are maintaining our '1' recovery rating for the senior
secured debt obligations, indicating our expectation of a very
high (90% to 100%) recovery in the event of payment default. Also,
we raised our rating on the senior unsecured notes to 'BB' and
revised our recovery rating for both tranches of the unsecured
notes to '4' from '5', indicating our expectation of an average
(30% to 50%) recovery in the event of payment default," S&P said.

"The company will use proceeds from the notes issuance to repay a
portion of the outstanding term loans under the company's senior
credit facilities, and to make a $100 million contribution to
Celanese's U.S. pension plan," said credit analyst Liley Mehta.
"The ratings on Celanese US Holdings LLC, a subsidiary of Celanese
Corp., reflect our assessment of the company's business risk
profile as 'satisfactory' and a financial risk profile we view as
'significant'."

"The positive outlook reflects the company's above-par credit
metrics, and our expectation of continued earnings growth over the
next couple of years. Given its ongoing product innovation,
geographic diversity, and efforts to boost productivity, we
believe that Celanese can maintain its strong internal cash
generation. We do not expect the company to make significant share
repurchases or large acquisitions. We could raise the long-term
ratings by one notch during the next several quarters if earnings
and cash flow continue to increase, so that Celanese can preserve
an FFO-to-total debt of 25% to 30% on sustained basis. This could
happen if the firm maintains debt near current levels while
achieving annual top-line growth of 5% to 10% and EBITDA margins
improving by 100 to 200 basis points from current levels," S&P
said.

"On the other hand, we could revise the outlook to stable if FFO-
to-total debt declines to less than 20% as a result of weaker end-
market demand, greater-than-expected shareholder-friendly
activity, or any large debt-financed acquisitions," S&P said.


CELOTEX CORP: 11th Circ. Denies Challenge of Asbestos Deal
----------------------------------------------------------
Linda Chiem at Bankruptcy Law360 reports that the Eleventh Circuit
on Tuesday rejected an appeal by six universities and colleges
that challenged the sufficiency of an asbestos settlement with
bankrupt Celotex Corp., saying the court lacked jurisdiction to
review the bankruptcy court's order governing claims for the
settlement trust.

In a published opinion, the panel said the Eleventh Circuit was
not the forum for the institutions to challenge the settlement
amount they received from the trust created by the Chapter 11
bankruptcy of Celotex, and its subsidiary Carey Canada, Bankruptcy
Law360 relates.

                        About Celotex Corp.

Thirty-seven colleges and universities filed an adversary
proceeding (Bankr. M.D. Fla. Adv. Pro. No. 09-00558) against The
Celotex Asbestos Settlement Trust created under The Celotex
Corp.'s confirmed Chapter 11 plan, alleging that the truste and
its trustees breached their fiduciary duties in connection with
certain property damage claims.  One university subsequently filed
amended complaint as a "representative" for "class members"
described in the amended complaint.  The Trust moved to dismiss
the amended complaint, and the Honorable Paul M. Glenn granted
that request.

The Celotex Corporation manufactured, marketed, and distributed
building products.  Carey Canada Inc. mined asbestos until it
ceased operations in 1986.  Celotex and Carey Canada sought
chapter 11 protection (Bankr. M.D. Fla. Case No. 90-10016) on
Oct. 12, 1990.  At the time of the filing, Celotex and Carey
Canada had been named as defendants in thousands of lawsuits filed
by Asbestos Personal Injury Claimants, and in hundreds of lawsuits
filed by Asbestos Property Damage Claimants.  On Dec. 6, 1996, the
Bankruptcy Court entered an Order Confirming the Modified Joint
Plan of Reorganization for Celotex and Carey Canada.  A principal
feature of the confirmed Plan was the creation of the Asbestos
Settlement Trust under 11 U.S.C. Sec. 524(g) "to address,
liquidate, resolve, and disallow or allow and pay Asbestos Claims,
which will operate in accordance with the Asbestos Claims
Resolution Procedures."  In re The Celotex Corporation, 204 B.R.
586, 602 (Bankr. M.D.Fla. 1996).


CHATHAM PARKWAY: Case Summary & 8 Unsecured Creditors
-----------------------------------------------------
Debtor: Chatham Parkway Self Storage, LLC
        5801 Abercorn Street
        Savannah, GA 31405

Bankruptcy Case No.: 12-42153

Chapter 11 Petition Date: November 2, 2012

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: Jesse C. Stone, Esq.
                  MERRILL & STONE, LLC
                  P.O. Box 129
                  Swainsboro, GA 30401
                  Tel: (478) 237-7029
                  Fax: (478) 237-9211
                  E-mail: bkymail@merrillstonehamilton.com

                         - and ?

                  Jon A. Levis, Esq.
                  Merrill & Stone, LLC
                  P.O. Box 129
                  Swainsboro, GA 30401
                  Tel: (478) 237-7029
                  Fax: (478) 237-9211
                  E-mail: bkymail@merrillstonehamilton.com

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

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

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/gasb12-42153.pdf

The petition was signed by Ben G. Farmer, manager.


CHEM RX CORP: Former Execs Dodge Trustee's Suit Over 2007 Buyout
----------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that U.S. District
Judge Lewis A. Kaplan on Wednesday tossed a suit against the
former executives of Chem Rx Corp. looking to avoid and recover
allegedly fraudulent transfers in connection with a 2007 leveraged
buyout of CRC's predecessor in interest.

Judge Lewis A. Kaplan dismissed each count in the amended
complaint, filed against former CEO Jerry Silva, his wife Rosalie
Silva and his son Steven Silva, by the trustee of the CRC
Litigation Trust, an entity created by a bankruptcy court.

                       About Chem RX Corp.

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.

The Company and five affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-11567) on May 11, 2010.  Dennis
A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Delaware, represent the Company in its
restructuring.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

Attorneys at White & Case and Fox Rothschild LLP serve as
co-counsel to the Official Committee of Unsecured Creditors
Chanin Capital Partners LLC serves as Restructuring and Financial
Advisor for the Official Committee of Unsecured Creditors.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of Feb. 28, 2010.

Chem Rx changed its name to CRC Parent Corp. following the sale of
its business to PharMerica Corp. at a bankruptcy court-sanctioned
auction.  PharMerica paid $70.6 million and assumed specified
liabilities.  The deal enabled PharMerica to move into the New
York and New Jersey markets.


CHINA SHEN: Receives Non-Compliance Notice from NYSE MKT
--------------------------------------------------------
China Shen Zhou Mining & Resources, Inc. received a letter from
the NYSE MKT LLC advising that the Company currently is below
certain of the Exchange's continued listing standards.  The
Exchange indicated that its review of the Company's Form 10-Q for
the quarter ended June 30, 2012, indicates that the Company is not
in compliance with Section 1003(a)(iv), which applies if a listed
company has sustained losses that are substantial in relation to
its overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether the
company will be able to continue operations and/or meet its
obligations as they mature.

The Company is afforded the opportunity to submit a plan of
compliance to the Exchange by Nov. 30, 2012 that demonstrates the
Company's ability to regain compliance with Section 1003(a)(iv) of
the Company Guide by April 24, 2013.  If the Company does not
submit a plan of compliance, or if the plan is not accepted by the
Exchange, the Company will be subject to delisting procedures as
set forth in Section 1010 and Part 12 of the Company Guide.

The Company believes it can provide the Exchange with a
satisfactory plan by November 30, 2012, to show that it will be
able to return to compliance with Section 1003(a)(iv) of the
Company Guide.

                      About China Shen Zhou

China Shen Zhou Mining & Resources, Inc., --
http://www.chinaszmg.com/-- through its subsidiaries, is engaged
in the exploration, development, mining, and processing of
fluorite.


CITY NATIONAL: Fitch Rates $175-Mil. Preferred Issuance at 'BB'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to City National
Corporations (CYN) $175 million non-cumulative perpetual preferred
issuance.

The coupon is fixed for life at 5.5% and callable after five
years.

The hybrid instrument is rated five notches lower than CYN's
viability rating in accordance with Fitch's criteria 'Rating Bank
Regulatory Capital and Similar Securities' dated Dec. 15, 2011.
This reflects the designed loss-absorbing nature of the preferred
stock as well as its non-cumulative or deferral feature.

Proceeds of the offering are expected to be used to fund an
upcoming debt maturity and for general corporate purposes.

The following rating has been assigned.

City National Corporation

  -- Non-cumulative preferred at 'BB'.


COMMONWEALTH ADVISORS: SEC Charges Fund Manager for Hiding Losses
-----------------------------------------------------------------
The Securities and Exchange Commission on Nov. 8 charged a hedge
fund manager in Baton Rouge, La., with defrauding investors by
hiding millions of dollars in losses suffered during the financial
crisis from investments tied to residential mortgage-backed
securities (RMBS).

The SEC alleges that Walter A. Morales and his firm Commonwealth
Advisors Inc. caused the hedge funds they managed to buy the
lowest and riskiest tranches of a collateralized debt obligation
(CDO) called Collybus. They sold mortgage-backed securities into
the CDO at prices they had obtained four months earlier while
knowing that the RMBS market had declined precipitously in the
meantime. As the CDO investments continued to perform poorly,
Morales instructed Commonwealth employees to conduct a series of
manipulative trades between the hedge funds they advised (called
cross-trades) in order to conceal a $32 million loss experienced
by one of the funds in its Collybus investment. Morales and
Commonwealth lied to investors about the amount and value of
mortgage-backed assets held in the hedge funds, and they created
phony internal documents to justify their false valuations.

"Morales and Commonwealth Advisors concealed significant hedge
fund losses from investors, including pension fund investors,
instead of owning up to them and facing the consequences," said
Robert Khuzami, Director of the SEC's Division of Enforcement.
"Investors put their fundamental trust in the hands of their
investment adviser, and they deserve better than being manipulated
and lied to through deceptive trades and phony documents."

According to the SEC's complaint filed in U.S. District Court for
the Middle District of Louisiana, Commonwealth's hedge fund
clients included pension funds and individual investors. Morales
and Commonwealth invested a significant portion of hedge fund
assets in RMBS. When the mortgage markets began to decline
dramatically in 2007, bond rating agencies began to aggressively
downgrade subprime RMBS. Therefore, Commonwealth clients were
sustaining heavy investment losses and Morales knew those losses
would probably continue.

The SEC alleges that rather than come clean with investors,
Morales directed Commonwealth to execute more than 150 deceptive
cross-trades from two hedge funds they advised to another one of
their hedge funds in June 2008 at prices below Commonwealth's own
valuation for those securities. After the trades, Morales directed
a Commonwealth employee to mark the securities at fair market
value, which created a fraudulent $19 million gain for the
acquiring hedge fund at the expense of the funds that sold.
Morales ordered the cross-trades even though Commonwealth had
represented in forms filed with the SEC that it would not execute
such trades between these hedge fund clients. Moreover, when the
trades raised concern from the prime broker, Morales falsely
represented that the transactions were for a legitimate business
purpose and at prevailing market prices.

The SEC further alleges that Morales deceived Commonwealth's
largest investor about its exposure to the CDO. Morales agreed to
limit the investor's exposure to Collybus through its investment
in a particular Commonwealth hedge fund to 10 percent of that
hedge fund's equity. Morales, however, abided by this agreement
only temporarily, and the investor's exposure to Collybus more
than doubled by mid-2008. After the large investor learned that
Commonwealth was not following its stated valuation procedures,
the investor requested valuation committee meeting minutes to
review. Morales prepared false minutes that were delivered to the
investor purporting to describe meetings that never occurred.

The SEC's complaint charges Morales and Commonwealth with
violations of Section 17(a) of the Securities Act of 1933, Section
10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, and
Sections 206(1), 206(2), and 206(4) of the Investment Advisers Act
of 1940 and Rule 206(4)-8. The SEC also alleges that Commonwealth
violated Sections 204, 206(4), and 207 of the Advisers Act and
Rules 204-2, 206(4)-2, and 206(4)-7, and that Morales aided and
abetted Commonwealth's violations of Section 10(b) of the Exchange
Act, Rule 10b-5, and Sections 204, 206(1), 206(2), 206(4), and 207
of the Advisers Act and Rules 204-2, 206(4)-2, 206(4)-7, and
206(4)-8. Morales was a controlling person of Commonwealth
pursuant to Section 20(a) of the Exchange Act, and is therefore
liable as a control person for Commonwealth's violations of the
Exchange Act.

The SEC's investigation, which is continuing, has been conducted
by Gary M. Zinkgraf, Carol E. Schultze, Jacob D. Krawitz, and Paul
Gunson in coordination with members of the SEC Enforcement
Division's Structured and New Products Unit and Asset Management
Unit. Matthew Rossi and Jan Folena will handle the SEC's
litigation.


CONDOR DEVELOPMENT: Dec. 7 Hearing on Motion for Relief from Stay
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
continued until Dec. 7, 2012, at 9:30 a.m., the hearing to
consider EastWest Bank's motion for relief from the automatic
stay.  Objections, if any, are due Nov. 30.

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at Seatac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012.  The Debtor
disclosed $15,501,088 in assets and $10,409,935 in liabilities as
of the Chapter 11 filing.


CONSOLIDATION SERVICES: Incurs $186,300 Net Loss in 3rd Quarter
---------------------------------------------------------------
Consolidation Services, Inc., reported a net loss of $186,341 on
$24,870 of oil and gas revenues for the three months ended
Sept. 30, 2012, compared with a net loss of $159,307 on $74,846 of
oil and gas revenues for the same period ended Sept. 30, 2011.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $533,426 on $100,131 of oil and gas revenues, compared
with a net loss of $1.1 million on $239,973 of oil and gas
revenues for the same period ended Sept. 30, 2011.

The Company's general and administrative expenses for the nine
months ended Sept. 30, 2012, and 2011, were $486,732 and
$1.1 million, respectively.  The decrease is primarily
attributable to the reduction in stock issued to officers of
$12,000 incurred in 2012 (approximately $643,000 in 2011).

The Company's balance sheet at Sept. 30, 2012, showed $1.8 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $582,957.

The Company has sustained recurring losses from operations
including a net loss for the nine months ended Sept. 30, 2012, of
$533,426.  "Further, the Company has inadequate working capital to
maintain or develop its operations, and is dependent upon funds
from lenders, investors and the support of certain stockholders.
These factors raise substantial doubt about the ability of the
Company to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/2a857l

                   About Consolidation Services

Las Vegas, Nev.-based Consolidation Services, Inc., is solely
engaged in the maintenance and production of its oil and gas wells
in Kentucky and Tennessee.  The Company also owns oil and gas
mineral rights on approximately an additional 12,000 acres in
Eastern Kentucky.

                           *     *     *

GBH CPAs, PC, in Houston, Tex., expressed substantial doubt about
Consolidation Services' ability to continue as a going concern,
following the Company's results for the year ended Dec. 31, 2011.
The independent auditors noted that the Company sustained
recurring losses from operations, has inadequate working capital
to maintain or develop its operations, and is dependent upon funds
from lenders, investors and the support of certain stockholders.


CONTEC HOLDINGS: Emerges From Chapter 11 Bankruptcy
---------------------------------------------------
BankruptcyData.com reports that CHL's Joint Modified Plan of
Reorganization became effective, and the Company emerged from
Chapter 11 protection.  The Court confirmed the Plan on October 4,
2012, under which the Debtors' $350 million long-term debt will be
reduced to approximately $52.5 million.

                       About Contec Holdings

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

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

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

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


CRYOPORT INC: Appoints Jerrell Shelton as President and CEO
-----------------------------------------------------------
Cryoport, Inc., announced that Jerrell Shelton has been named
President and Chief Executive Officer, effective Nov. 5, 2012.
Mr. Shelton joined the Company's Board of Directors on Oct. 22,
2012.

"Following his appointment to the Board last month, Jerry and the
other directors reviewed the Company's requirements at the
executive level, and concluded that his background and skills were
the right fit for the position," said Stephen Wasserman,
Cryoport's Chairman.  "Jerry has led several companies to success,
and we believe he has the strategic vision and hands-on management
experience to do the same at Cryoport."

Mr. Shelton commented, "Cryoport is addressing a large opportunity
as the premier solution for deep frozen cold-chain logistics in
the life science industries.  Its solutions afford new and
reliable alternatives, and its partnerships with leading companies
in various biologics, in-vitro fertilization, cell lines, stem
cells, and other commodities requiring a deep frozen solution is
unsurpassed.

"Cryoport's revolutionary and proprietary portal, providing a
robust dashboard of information from the time materials are loaded
through successful delivery, distinguishes it as the undisputed
leader in deep frozen logistics.  One of the additional things
that has impressed me is the recognition of Cryoport's technology
by FedEx and the partnership that has developed between the two
companies.  With great anticipation, I am looking forward to
working with the Cryoport team to advance its mission to improve
the quality and reliability of deep frozen cold chain logistics in
the worldwide market," said Shelton.

Mr. Shelton has more than thirty years of executive and corporate
governance experience across several industries, including
information services, telecommunications, manufacturing and
distribution.  Previously, he was a Visiting Executive at IBM
Research where his team created and developed WebFountain, a
project contributing significantly to IBM's software strategy.  He
was also President and Chief Executive Officer of NDC Holdings,
Continental Graphics Holdings, Thomson Business Information Group,
and Advantage Companies.  Under his leadership each of those
companies achieved rapid revenue growth, improved profitability
and increases in shareholder value.  Mr. Shelton holds a BSBA
degree from the University of Tennessee, and a MBA from the
Harvard Business School.

With the appointment of Mr. Shelton as the Company's President and
Chief Executive Officer, the Board of Directors dissolved the
Office of the Chief Executive which had been formed on an interim
basis upon the departure of the Company's previous President and
Chief Executive Officer.

On Nov. 5, 2012, the Company entered into an employment agreement
with Mr. Shelton.  The Agreement provides an initial term of six
months and an agreement subsequent to the Term would be negotiated
at the conclusion of the Agreement.  The Agreement provides an
initial annual base salary of $300,000 during the Term.

                        About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

The Company reported a net loss of $7.83 million for the year
ended March 31, 2012, compared with a net loss of $6.15 million
during the prior fiscal year.

The Company's balance sheet at June 30, 2012, showed $4.23 million
in total assets, $1.96 million in total liabilities and $2.26
million in total stockholders' equity.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has incurred recurring
operating losses and has had negative cash flows from operations
since inception.  Although the Company has working capital of
$4,024,120 and cash & cash equivalents of $4,617,535 at March 31,
2012, management has estimated that cash on hand, which include
proceeds from the offering received in the fourth quarter of
fiscal 2012, will only be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2013.  These matters raise substantial doubt about the Company's
ability to continue as a going concern.


DELPHI CORP: DPH Holdings Files Report for 3rd Quarter 2012
-----------------------------------------------------------
DPH Holdings Corp. and its affiliates submitted to Judge Robert
D. Drain of the U.S. Bankruptcy Court for the Southern District
of New York on October 19, 2012, a consolidated operating report
for the quarter period ended September 30, 2012.

DPH Holdings President John C. Brooks said the Reorganized Debtors
posted an operating income of $600,000 for the third quarter of
2012.

                  DPH Holdings Corp., et al.
                  Schedule of Disbursements
             Three Months Ended September 30, 2012

DPH Holdings Corp.                            $1,813,000
ASEC Manufacturing General Partnership                 0
ASEC Sales General Partnership                         0
DPH Medical Systems Colorado LLC                       0
DPH Medical Systems Texas LLC                          0
DPH Medical Systems LLC                                0
DPH-DAS Overseas LLC                                   0
DPH-DAS (Holding), LLC                                 0
DPH Diesel Systems LLC                                 0
DPH Connection Systems LLC                             0
DPH-DAS Services LLC                                   0
DPH-DAS LLC                                            0

Mr. Brooks noted that disbursements were allocated to the legal
entities but all disbursements are being made by DPH Holdings
Corp.

In connection with the consummation of Delphi Corp.'s Confirmed
Modified First Amended Joint Plan of Reorganization, DIP Holdco
LLP, now known as Delphi Automotive LLP, as assignee of DIP
Holdco 3 LLC, through various subsidiaries and affiliates,
acquired on October 6, 2009, substantially all of the global core
business of Delphi Corp., now known as DPH Holdings Corp. and its
debtor affiliates, including the stock of Delphi Technologies,
Inc., and the membership interests in Delphi China LLC.  Thus,
neither Delphi Technologies, Inc., nor Delphi China LLC is
included in the current quarterly operating report.

Debtor Delphi Technologies, Inc. filed with the Court a separate
operating report for the quarter ended September 30, 2012,
disclosing that its disbursements for the period totaled
$6,602,000.

Delphi Corp. Treasurer Keith D. Stipp related that operating
expenses plus any applicable cure payments for the quarter ended
September 30, 2012, was used as a proxy for disbursements for
Delphi Technologies, Inc.  Delphi Technologies, he added, had an
operating income of $36 million for the third quarter of 2012.


DELPHI CORP: Legislator Demands Pension Termination Docs
--------------------------------------------------------
The Daily Caller reports that House Ways and Means Committee
Chairman Rep. Dave Camp threatened Treasury Secretary Timothy
Geithner and President Barack Obama on Oct. 23, 2012, to produce
Delphi documents related to the pensions termination or get served
with subpoenas.

"This is my third letter requesting that the Department of the
Treasury come clean about its involvement in the decision-making
that led to certain Delphi pension beneficiaries being treated
differently during the 2009 General Motors Company (GM) bailout,"
Rep. Camp wrote in an Oct. 23 letter to Sec. Geithner, according
to The Daily Caller.  "To date, Treasury has provided two
demonstrably incomplete productions consisting of little more than
publicly available documents, redacted e-mails, ex post facto
rationale for Treasury actions, and incomplete productions
prepared for other inquiries.  Despite my request, Treasury has
refused to certify that it has produced all responsive documents
or provide a privilege log for any documents withheld. This
pattern of stonewalling is inconsistent with the high standards
you have set for Treasury."

According to an Oct. 23 The Daily Caller report, Rep. Camp warned
Mr. Geithner that if he doesn't provide all responsive documents
to the Ways and Means Committee by Oct. 30, he would be forced to
consider using compulsory process to secure production of the
documents.

In the 2009 auto bailout, a decision was made to terminate the
pension plans for 20,000 Delphi non-union autoworker retirees,
The Daily Caller recounts.  For years since, the Obama
administration has claimed the Pension Benefit Guaranty
Corporation made the decision on its own, free of administration
influence, the report adds.  However, email correspondence
uncovered in August 2012 shows that this might not have been the
case.

Rep. Camp's committee is one of three in the House investigating
the Delphi pension issue.  The House Committee on Oversight and
Government Reform and the House Committee on Education and the
Workforce are conducting their own probes, The Daily Caller
cites.

                Delphi Pension Issue Surfaces in
                 Presidential Election Campaign

The controversial pension cut for Delphi non-union retirees was
brought up in the U.S. presidential election campaign, The Oakland
Press relates.

The report, citing The Nation magazine, relates the Romney family
pocketed at least $15.3 million from the 2009 auto bailout through
an investment by one of its proxies, Elliott Management, in Delphi
Corp.  The information was apparently lifted from a filing on a
blind trust for Ann Romney, which invested $1 million with Elliott
Management, The Oakland Press points out.

Elliott Management was one of the lender groups that helped
brought Delphi out of bankruptcy in 2009.

A spokesperson for Mr. Romney said the Republican candidate had no
role whatsoever in the investment or the restructuring of Delphi,
The Oakland Press narrates.


DELPHI CORP: UAW Addresses Omissions in NBC Report
--------------------------------------------------
NBC News left out critical information regarding Delphi employee
pensions in a November 4 report, failing to report that a 1999
contract, not favoritism, is what made pensions whole for some
employees, according to the United Auto Workers.  All Delphi
employees had their pensions terminated and put into Pension
Benefit Guaranty Corporation (PBGC), and only workers under a 1999
contract that required GM to cover Delphi pension shortfalls had
their pensions made whole.

"These workers are right to be angry about their pensions, but
they have misdirected their anger. The Obama Administration saved
more than a million jobs through the auto rescue, and automakers
and states alike are stronger for it," said UAW president Bob
King.  "What workers may not know is that Mitt Romney not only
opposed the auto rescue, but also profited off the misfortune of
Delphi workers."

NBC News made no mention of Mitt Romney's stake in Delphi Corp.
Mr. Romney profited from his family's investment in Delphi at the
expense of the Delphi workers, and The Nation recently reported
that the Romney family personally profited by at least
$15.3 million from the auto loans of 2009.

Romney's investor group increased profits to gain a 3,000 to 4,000
percent return on investment, making $4.2 billion.  If they lived
up to pension obligations by designating 25 percent of profits to
pensions, they still would have made a 2,000 to 3,000 percent
return on their investment and more than $3 billion in profits.

These auto rescue profits have not gone unnoticed.  The UAW and a
coalition of labor and good government organizations filed an
ethics complaint on November 1 with the U.S. Office of Government
Ethics calling for an investigation into Mitt Romney's
noncompliance with the Ethics in Government Act to compel him to
either disclose his investments in Delphi or divest them.  The
coalition believes that Romney's undisclosed stock holdings create
serious conflicts of interest.  Yet Romney's June 1, 2012, Public
Financial Disclosure Report to the Office of Government Ethics did
not reveal this windfall because he did not disclose the
underlying holdings of his private equity and limited partnership
funds.

Tens of thousands of supporters have signed a petition asking
Romney to come clean about profits made in the auto rescue
and how he made a fortune off the misfortune of others.


DELPHI SLOVENSKO: To Lay Off 500 Employees Thru June 2014
---------------------------------------------------------
The Slovak Spectator reports that trade unionists from Delphi
Slovensko protested on October 24, 2012, against the Company's
planned layoff of more than 500 employees, and sought higher
severance pay for those affected.

Union leaders expressed dismay that the labor office has
consented to mass layoffs via a fast-tracked procedure, the
Slovak Spectator relates.

The employees to be terminated are to receive severance pay worth
three to five month's salary, but the union wants at least 14
months, The Slovak Spectator cites.

Delphi Slovensko manufactures cable-bundles for the automobile
industry.  The lay-offs will be carried out in four stages, with
the first 85 employees to lose their jobs by the end of the year
and the rest by June 2014, the report specifies.


DESPERADO DAIRY: Bankruptcy Filing Unauthorized
-----------------------------------------------
Bankruptcy Judge Robert L. Jones dismissed the Chapter 11 case of
Desperado Dairy, LLC, saying the bankruptcy petition was filed
without authority.

Steven Whitten and Marc Schuil, members of Desperado Dairy, sought
dismissal.  Their motion was opposed by member Howard Hellman,
ostensibly on behalf of Desperado Dairy, and creditors Darrell
Buhr d/b/a Buhr Trucking and S.O.O. Trucking Co.

The decision to file chapter 11 was made exclusively by Mr.
Hellman as "Manager" of Desperado Dairy.  He was at the time, and
still is, a 33.33% owner of Desperado Dairy.  The other members --
Messrs. Whitten and Schuil -- were not consulted regarding the
filing, though Mr. Hellman knew at the time that they were opposed
to placing Desperado Dairy into a bankruptcy proceeding.

A copy of the Court's Nov. 6, 2012 Memorandum Opinion and Order is
available at http://is.gd/jiejlYfrom Leagle.com.

Based in Lubbock, Texas, Desperado Dairy LLC filed for Chapter 11
(Bankr. N.D. Tex. Case No. 12-50354) on Aug. 13, 2012, estimating
under $10 million in both assets and debts.  Judge Robert L. Jones
presides over the case.  David R. Langston, Esq., at Mullin, Hoard
& Brown, serves as the Debtor's counsel.

Howard and Lillian Hellman also sought Chapter 11 protection
(Bankr. N.D. Tex. Case No. 12-50353) on the same day.


DEWEY & LEBOEUF: Wins OK to Subpoena Clients Over Unpaid Fees
-------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Martin Glenn gave Dewey & LeBoeuf LLP some power Wednesday
in its bid to collect $154 million in remaining accounts
receivable from "recalcitrant" former clients, saying the move was
in the best interests of all parties.

Judge Glenn granted the defunct firm's Oct. 13 motion for
authority to issue subpoenas for the production of documents from
former clients as it seeks to bring in the money, which is one of
its biggest assets at this point in its bankruptcy, according to
Bankruptcy Law360.

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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

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


DIGITAL DOMAIN: Schedules and SOFA Due Today
--------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Nov. 9, 2012, Digital Domain Media group, Inc., et al.'s
time to file their schedules of assets and liabilities and
statement of financial affairs.

                       About Digital Domain

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

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

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

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  Cassels Brock and Blackwell served as Canadian counsel
and Cadwalader, Wicksham & Taft as special counsel.  FTI
Consulting, Inc.'s Michael Katzenstein is the chief restructuring
officer.  Kurtzman Carson Consultants LLC is the claims and notice
agent.

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

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

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


DIGITAL DOMAIN: Committee Wins OK to Retain Attorneys
-----------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Digital Domain Media Group's official committee of unsecured
creditors' motions to retain Brown Rudnick as counsel and Sullivan
Hazeltine Allinson as co-counsel.  Separately, the Court also
approved the Debtors' motion to retain Kurtzman Carson Consultants
as information agent.

                        About Digital Domain

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

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

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

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

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

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

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


DJL TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DJL Trucking, Inc.
        3060 Sherman Road
        Perris, CA 92570

Bankruptcy Case No.: 12-34807

Chapter 11 Petition Date: November 2, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Deborah J. Saltzman

Debtor's Counsel: William D. May, Esq.
                  LAW OFFICES OF STEPHEN R. WADE, P.C.
                  350 W. Fourth Street
                  Claremont, CA 91711
                  Tel: (909) 985-6500
                  Fax: (909) 399-9900
                  E-mail: laurel@srwadelaw.com

Estimated Assets: $50,001 to $100,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-34807.pdf

The petition was signed by David J. Lonsdale, president.


DPL INC: Fitch Lowers Issuer Default Rating to 'BB'
---------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of
DPL Inc. (DPL) to 'BB' from 'BB+'.  In addition, Fitch has placed
DPL and its wholly owned subsidiary The Dayton Power and Light
Company (DP&L) on Rating Watch Negative.  The Rating Watch
Negative implies that the ratings may be either lowered or
affirmed and are typically resolved over a relatively short period
of time.  Fitch expects to resolve the Rating Watch Negative for
DPL and DP&L once the outcome of DP&L's recently filed Electric
Security Plan (ESP) is known.

The downgrade in DPL's ratings and the assignment of Rating Watch
Negative is driven by significantly reduced EBITDA and FFO
expectations compared with Fitch's prior forecasts.  A material
reduction in power prices that has exacerbated switching to
alternate retail electricity providers among DP&L's standard
service offer (SSO) customers and reduced DP&L's wholesale
revenues accounts for Fitch's revised expectations.  The
substantial increase in leverage at DPL following the acquisition
by The AES Corporation (AES, rated 'BB-' Outlook Stable by Fitch)
is causing additional stress on DPL's credit metrics, in an
operating environment that continues to worsen.

DPL's ratings reflect its highly leveraged capital structure and
the primary support it receives from the upstream distributions
from DP&L.  The ratings of DPL and DP&L are linked and the IDRs of
both entities consider the combined leverage, which consists of
approximately $1.7 billion of debt at DPL and $0.9 billion of debt
at DP&L.  The ratings of DPL and DP&L are not tightly linked to
the IDR of the ultimate parent, AES.  However, any material
weakening of the credit of AES could adversely affect Fitch's
ratings of DPL and DP&L.

DP&L is facing several regulatory and market challenges in Ohio.
Its current ESP expires in Dec. 31, 2012.  DP&L has filed for a
new ESP to be effective Jan. 1, 2013 in an environment where low
power prices have caused acceleration in customer switching and
heightened retail competition.  DP&L has requested a non-
bypassable charge of $120 million over the five-year ESP period, a
faster transition of SSO tariff to market, and a commitment to
file a generation separation plan by YE 2013 such that DP&L
expects that the non-regulated generation business would be
legally separated from the regulated transmission and distribution
business by YE 2017.

Switching has accelerated in DP&L's retail territory in 2012. As
of June 30, 2012, approximately 56% of DP&L's customers had
switched to alternate suppliers.  Through the first six months of
2012, customer switching has impacted DP&L's gross margin by $110
million and DPL's gross margin by 59 million.  The lost gross
margin at DP&L has been partially offset by higher margins at
DPL's non-regulated subsidiary, DPL Energy Resources (DPLER),
which has been successful in winning a majority of the switched
load.  DPLER is also actively competing for the retail load in
non-DP&L service territory.

DPL's credit metrics have sharply deteriorated in the wake of
increased switching and falling wholesale revenues.  For the last
twelve months (LTM) ended June 30, DPL's consolidated funds from
operations (FFO)-to-debt ratio was 11% and debt-to-EBITDA ratio
was 6.3x.  Fitch expects a further deterioration of these metrics
absent a waning of residential switching, a constructive ESP
outcome and material debt reduction at DPL.  All these three
factors bear monitoring and will be used by Fitch to drive future
rating actions.

DP&L's LTM metrics remain robust, though these have moderated
somewhat from their very strong historical financial performance
as a result of increased competition in the competitive retail
energy market and weaker wholesale revenues.  For the LTM ending
June 30, DP&L's FFO-to-debt ratio was 38% and its debt-to-EBITDA
ratio was 2.1x.  Fitch forecasts DP&L's robust credit metrics to
deteriorate somewhat based on the terms of the requested ESP and
assuming that residential switching exacerbates for a few months
before moderating.  However, Fitch expects DP&L's forecasted
credit metrics to remain superior relative to Fitch guidelines for
the 'BBB-' IDR.  DP&L's current ratings are constrained by the
additional leverage at DPL and the need for a high proportion of
DP&L's earnings to be upstreamed to DPL as dividends to support
parent debt.

Fitch has notched DP&L's IDR two levels above that of DPL. The
Merger Stipulation, as approved by the Public Utility Commission
of Ohio (PUCO), places explicit financial restrictions on DP&L
that reduces its credit risk relative to DPL.  DP&L is required to
maintain a capital structure that includes an equity ratio of at
least 50% and cannot have a negative retained earnings balance.
In addition, the DP&L Articles of Incorporation, and the Ohio
state codes place further restrictions on: (1) upstream dividend
distribution; (2) transactions with an affiliate such as liquidity
support, debt incurrence or collateral support; and (3) issuance
of new debt without explicit approval from the PUCO.

Liquidity is adequate and is supported by DP&L's cash flows and
full availability on the utility's $200 million revolving credit
facility maturing in August 2015 and $200 million revolving credit
facility maturing in April 2013.  DPL also has full availability
on its own $75 million revolving credit facility maturing in
August 2014. Subsequent to a recent amendment to its credit
agreement, the capacity on the revolver was reduced to $75
million, from $125 million previously.  The amendment also
eliminated the prior debt to capital financial covenant replacing
it with a debt to EBITDA covenant.  The amendment also imposes
significant restriction on DPL's ability to pay dividend to AES.
In the third quarter of 2012, DPL recognized an estimated $1.85
billion non-cash goodwill impairment charge.  DPL had recorded
substantial goodwill of $2.6 billion in the fourth quarter of 2011
in connection with its acquisition by AES.

DP&L has a significantly large debt maturity on Oct. 1, 2013, with
its $469 million first mortgage bonds coming due.  Although these
notes account for more than half of DP&L's existing debt
outstanding, Fitch expects the replacement of this debt to be
manageably done prior to maturity.

What Could Trigger a Rating Action

Outcome of the ESP: Fitch expects to resolve the Rating Watch for
DPL and DP&L once the outcome of the recently filed ESP is known.
While no procedural schedule is set as of now, it is Fitch's
expectation that the PUCO could issue a final order before the end
of the first quarter of 2013.

Pace of debt reduction: A constructive ESP outcome in itself may
not be adequate to ward off negative rating actions for DPL and
DP&L.  Fitch expects DPL to significantly reduce debt from the
current levels to prevent further downgrade to ratings.

Higher switching levels: Higher than anticipated switching levels
and the inability to secure a switching tracker in its ESP order
could place additional stress on DP&L's cash flows, and in turn,
exert greater pressure on the upstream dividends from DP&L to DPL.

Higher than Anticipated Capex: Capital expenditures in excess of
Fitch's current forecasts could accentuate the stress that the
combined entity will undergo over the next few years.

Ratings Upgrade Unlikely: Positive rating actions are unlikely for
several years given the highly leveraged balance sheet at DPL and
the structural change in the operating environment facing DP&L.
The separation plan, once filed by DP&L and approved by the PUCO,
and the resulting capital structure at the regulated utility will
have an important bearing on the future rating actions for DP&L.

Fitch has downgraded the following ratings and placed them on
Rating Watch Negative:

DPL

  -- Long-term IDR to 'BB' from 'BB+';
  -- Senior unsecured debt to 'BB' from 'BB+'.

DPL Capital Trust II

  -- Junior subordinate debt to 'B+' from 'BB-'.

Fitch has placed the following ratings on Rating Watch Negative:

DPL

  -- Short-term IDR 'B'.

DP&L

  -- Long-term IDR 'BBB-';
  -- Senior secured debt 'BBB+';
  -- Preferred stock 'BB+';
  -- Short-term IDR 'F3''.


DORAL PROPERTIES: Moody's Corrects Rating on Bonds to 'Caa1'
------------------------------------------------------------
Moody's Investors Service has corrected the current rating and
rating history of the Series 2002 industrial revenue bonds (CUSIP:
74527BSL9) issued by Doral Properties, Inc. through the Puerto
Rico Industrial, Tourist, Educational, Medical and Environmental
Control Facilities Financing Authority (AFICA). The current rating
has been corrected to Caa1 from Baa2.

Doral Properties, Inc. is a wholly-owned subsidiary of Doral
Financial Corporation (Doral Financial) and Doral Financial is
legally responsible for the payments on the AFICA bonds that are
currently outstanding. Due to an internal administrative error,
the ratings on these industrial revenue bonds were inadvertently
omitted from several rating actions relating to Doral Financial.
The corrections align the AFICA bond ratings with Doral
Financial's Caa1 senior unsecured debt rating.

The complete corrected rating history of these bonds is as
follows:

  September 17, 2002 -- Baa2 assigned;

  April 21, 2005 -- Baa2 placed on review for downgrade;

  June 10, 2005 -- Baa2 downgraded to Baa3 and placed on review
  for further downgrade;

  September 6, 2005 -- Baa3 downgraded to Ba1 and placed on
  review for further downgrade;

  October 28, 2005 -- Ba1 downgraded to Ba3;

  March 23, 2006 -- Ba3 downgraded to B1;

  January 5, 2007 -- B1 downgraded to B2 and placed on review for
  downgrade;

  July 19, 2007 -- B2 confirmed;

  December 18, 2007 -- B2 upgraded to B1;

  March 17, 2009 -- B1 downgraded to B2;

  September 9, 2009 -- B2 downgraded to Caa1.


EASTMAN KODAK: Wins Court Nod to End Retiree Benefits
-----------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Allan J. Gropper on Monday approved a multimillion-dollar
deal that will allow Eastman Kodak Co. to stop providing retiree
health and survivor benefits by the end of the year, a Kodak
spokeswoman confirmed.

Bankruptcy Law360 relates that Judge Gropper signed off on the
company's agreement with the Official Committee of Retired
Employees, a significant step for the film and photography company
as it continues its efforts to exit bankruptcy.

                        About Eastman Kodak

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

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

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

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

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

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

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


ELECTRONIC GAME CARD: SEC Charges Execs, Auditor With Fraud
-----------------------------------------------------------
The Securities and Exchange Commission on Nov. 8 charged three
executives with repeatedly lying to investors about the operations
and financial condition of an Irvine, Calif.-based company that
purported to sell credit card-size electronic games. The SEC also
charged the company's independent auditor with facilitating the
scheme.

The SEC alleges that chief executive officer Lee Cole and chief
financial officer Linden Boyne orchestrated a scheme in which
Electronic Game Card Inc. (EGMI) enticed investors by claiming to
have millions of dollars in annual revenue, hold millions of
dollars in investments, and own an off-shore bank account worth
more than $10 million.  In reality, many of the company's
purported contracts were phony, the purported investments were
merely in entities affiliated with Cole or Boyne, and the bank
account did not exist.  As a result of EGMI's false claims, the
company's outstanding common stock was once valued as high as $150
million.  EGMI is now bankrupt and its stock is worthless.

The SEC charged the company's outside auditor -- certified public
accountant Timothy Quintanilla -- with repeatedly issuing clean
audit opinions about EGMI based on reckless and deficient audit
work.  Also charged is Kevin Donovan, who later replaced Cole as
CEO and ignored many red flags about the accuracy of the company's
public statements and the integrity of Cole and Boyne.  He
provided false information during conference calls with analysts
and investors.

"Cole and Boyne played a game of make-believe with a publicly-
traded microcap company," said Andrew M. Calamari, Director of the
SEC's New York Regional Office. "We will continue to fight
microcap fraud and bring charges against not only the company
executives but also the auditors or other gatekeepers who
legitimize a fraud and allow investors to be victimized."

According to the SEC's complaint filed in federal court in
Manhattan, EGMI's material misrepresentations and omissions in SEC
filings and public statements occurred from 2007 to 2009. The
company repeatedly reported non-existent revenues and assets,
misrepresented its business operations, and failed to disclose
related-party transactions. Those misrepresentations and others
like them were just part of a scheme that Cole and Boyne
orchestrated through EGMI to reap approximately $12 million in
unlawful gains. While they were making material misrepresentations
to inflate EGMI's stock price, Cole and Boyne also secretly
funneled millions of shares of EGMI stock to entities based in
Gibraltar that they secretly controlled. They directed the
Gibraltar entities to sell the shares, and proceeds of those sales
were transferred to people or entities associated with Cole and
Boyne or to EGMI itself. Cole and Boyne bolstered their lies by
providing falsified documents to the company's outside auditors.

The SEC alleges that as EGMI's engagement partner, Quintanilla and
the public accounting firm Mendoza Berger & Co. LLP issued clean
audit opinions for EGMI's year-end financial statements for 2006,
2007, and 2008, even though those statements were riddled with
material misstatements and omissions. Mendoza Berger and
Quintanilla knowingly or recklessly misrepresented that the firm
had conducted audits of EGMI's financial statements "in accordance
with the standards of the Public Company Accounting Oversight
Board (United States)." Mendoza Berger's opinion stated that
EGMI's financial statements "present[ed] fairly, in all material
respects, the financial position" of EGMI. In fact, Mendoza Berger
had not audited critical aspects of EGMI's financial statements,
and its work did not conform to the standards of the Public
Company Accounting Oversight Board (PCAOB). Quintanilla had no
meaningful basis to have Mendoza Berger issue an opinion on EGMI's
financial statements.

The SEC further alleges that shortly after Donovan became CEO, he
was notified of many red flags related to the company's public
statements about its operations, finances, and share count.
Donovan violated the antifraud provisions of the securities laws
when he led several public conference calls with securities
analysts and investors in 2009, and knowingly or recklessly
relayed false financial information about the company that had
been provided to him by Cole and Boyne.

The SEC's complaint alleges that Cole and Boyne violated Sections
5(a), 5(c), and 17(a) of the Securities Act of 1933; Sections
10(b), 13(b)(5), 13(d), and 16(a) of the Securities Exchange Act
of 1934 and Rules 10b-5, 13a-14, 13b2-1, 13b2-2, 13d-1, 13d-2,
16a-2, and 16a-3; and Section 304 of the Sarbanes-Oxley Act of
2002. The SEC also alleges that Cole and Boyne are liable as
control persons and for aiding and abetting violations of Sections
10(b), 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 10b-5,
12b-20, 13a-1 and 13a-13. The SEC charges that Donovan violated
Sections 17(a)(1) and 17(a)(3) of the Securities Act and Section
10(b) of the Exchange Act and Rule 10b-5. The SEC alleges that
Quintanilla violated Section 17(a) of the Securities Act and
Sections 10(b), 10A(a)(1), and 10A(b)(1) of the Exchange Act and
Rule 10b-5. Quintanilla also is charged with aiding and abetting
violations of Sections 10(b), 10A(a)(1), and 10A(b)(1) of the
Exchange Act and Rule 10b-5 thereunder.

The SEC's complaint seeks, among other things, a final judgment
ordering Cole, Boyne, Donovan, and Quintanilla to pay financial
penalties and permanently enjoining them from future violations of
the securities laws; enjoining Cole, Boyne, and Donovan from
serving as officers and directors of public companies and from
participating in penny stock offerings; and ordering Cole, Boyne,
and Quintanilla to disgorge their ill-gotten gains with
prejudgment interest.

The SEC's investigation, which is continuing, has been conducted
by Michael Paley, Stephen Larson, James Addison, Gwen Licardo, and
Aaron Arnzen of the New York Regional Office. Mr. Arnzen will lead
the SEC's litigation. The SEC thanks the PCAOB for its assistance
in this matter.


ELPIDA MEMORY: Mosaid Seeks to Sue Over DRAM Patents
----------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Mosaid Technologies
Inc. asked a Delaware bankruptcy judge Wednesday for leave to
bring a patent suit against Japanese chipmaker Elpida Memory Inc.,
saying that Chapter 15 protection does not shield the bankrupt
company from alleged infringements that occurred after its foreign
filing.

Bankruptcy Law360 relates that a leading producer of dynamic
random access memory chips, Elpida initiated bankruptcy
proceedings in Tokyo court back in February and followed in March
with a Chapter 15 petition in Delaware seeking relief from U.S.
creditors, particularly with regard to U.S. patent suits.

                        About Elpida Memory

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

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

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


EMSCHARTS INC: Golden Hour Offers Transition to Customers
---------------------------------------------------------
Golden Hour announced it will provide a transition path to assist
customers currently using emsCharts and other integrated dispatch
systems to transition to the Golden Hour Live Dispatch and
Clinical Charting Service.

emsCharts filed for bankruptcy on Oct. 17, 2012, and will operate
in accordance with bankruptcy law as they attempt to reorganize as
a result of a recent patent infringement jury verdict.

"This may be a confusing time for emsCharts' customers, employees,
and partners within the air medical industry.  Golden Hour has
created an easy path that allows customers to transition to the
Golden Hour Live Dispatch and Clinical Charting Service.  Golden
Hour will honor all fee schedules for emsCharts' and other
integrated dispatch systems during this transition period," said
Rick Mosteller, VP Business Development.

Golden Hour Data Systems, Inc. -- http://www.GoldenHour.com/-- is
the only patented integrated computerized solution for the
emergency medical transportation industry.

EmsCharts, Inc., filed a Chapter 11 petition (Bankr. N.D. W.Va.
Case No. 12-01385) on Oct. 17, 2012.  Aurelius Patrick Robleto,
Esq., at Robleto Law, PLLC, serves as counsel.  See
http://bankrupt.com/misc/wvnb12-01385.pdf


EVANS OIL: U.S. Trustee Names Philip V. Martino as Ch. 11 Trustee
-----------------------------------------------------------------
Donald F. Walton, U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Middle District of Florida to approve the
appointment of Philip V. Martino as Chapter 11 trustee in the
cases of Evans Oil Co., L.L.C., et al.

On Sept. 28, 2012, the Court directed the appointment of a Chapter
11 trustee.  The condition precedent to the appointment is that
the asset purchase sale be closed.

In this relation, chief restructuring officer Soneet Kapila has
notified the Office of the U.S. Trustee that the sale has closed.

To the best of the U.S. Trustee's knowledge, Mr. Martino is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.

Fifth Third Bank failed in its bid for appointment of a Chapter 11
trustee to replace management.

Soneet Kapila was appointed by the bankruptcy judge as facilitator
effective on May 10, 2012 for Evans Oil.  All due diligence
regarding any plan of reorganization or any sale of the Debtors'
assets will be facilitated by Mr. Kapila until the earlier of
consummation of a sale of all or substantially all of the assets,
or (2) confirmation of a plan of reorganization.


FIBERTOWER CORP: Sale Deal Collapses; Buyers Have No Financing
--------------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that the purchase
offer for troubled FiberTower Corp. has fallen through after the
buyer couldn't follow up on its promise to buy the San Francisco
company, which routes cellphone calls through its towers and
claims to hold a license for a massive chunk of wireless channel
spectrum in major cities.

                      About FiberTower Corp.

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

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

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

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

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

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

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

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

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


FIRST PLACE: Court Enters Order Restricting Trading in Equity
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has entered an order that imposes substantial restrictions on the
trading of equity interests in First Place Financial Corp.  A copy
of the order may be found at the following internet address:
http://www.donlinrecano.com/fpfc; questions regarding the order
may be directed to representatives of the debtor at the following
address:

         Patton Boggs LLP
         Attn: Brent McIlwain
         2000 McKinney Avenue, Suite 1700
         Dallas, TX 75201.

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


FLETCHER INT'L: Proposes Goldin Associates as Consultant
--------------------------------------------------------
Richard J. Davis, Chapter 11 trustee appointed in the case of
Fletcher International, Ltd., seeks approval to hire Goldin
Associates, LLC, as special consultant.  A hearing on the
application is scheduled for Nov. 9, 2012, at 9:45 a.m.

According to the trustee, Goldin has provided and can provide
high-quality consultant services in a timely and cost-effective
manner.  Goldin will, among other things:

   a) conduct forensic financial review to understand the
      operations and financial affairs of the Debtor and related
      entities and individuals as well as their assets and
      liabilities;

   b) consider strategic alternatives to preserve and maximize the
      value of the estate; and

   c) evaluate potential claims and formulating and evaluating
      proposals for the settlement and resolution of claims.

The hourly rates of Goldin's personnel are:

        Managing Director                  $550 to $795
        Director                           $400 to $550
        Vice President                     $375 to $450
        Manager                            $300 to $400
        Associate & Senior Analyst         $250 to $375
        Analyst                            $150 to $300

The trustee proposes to have the Debtor's estate compensate Goldin
at Goldin's regular hourly rates less a 10% discount and to
reimburse Goldin for all reasonable and necessary expenses.

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

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case taps
Luskin, Stern & Eisler LLP as his counsel.


FORT LAMAR: Case Summary & 2 Unsecured Creditors
------------------------------------------------
Debtor: Fort Lamar Properties, LLC
        P.O. Box 85
        Carnesville, GA 30521

Bankruptcy Case No.: 12-77423

Chapter 11 Petition Date: November 2, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Jared L. Mitnick, Esq.
                  DANIEL MITNICK & ASSOCIATES, P.C.
                  3780 Mansell Road, Suite 450
                  Alpharetta, GA 30022
                  Tel: (770) 408-7000
                  Fax: (770) 408-7001
                  E-mail: jmitnick@mitnicklaw.com

Scheduled Assets: $1,085,000

Scheduled Liabilities: $1,348,479

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ganb12-77423.pdf

The petition was signed by Therrell Murphy, Jr., managing member.


FREMONT GENERAL: California Court Upholds Ruling in Worker's Suit
-----------------------------------------------------------------
The Court of Appeals of California, Second District, Division
Three, affirmed lower court rulings in an employee lawsuit against
Signature Group Holdings, Inc., formerly known as Fremont
Reorganizing Corporation.

FRC appeals the judgment, which awarded Alan W. Faigin $1,347,000
in damages for breach of an implied-in-fact agreement to terminate
his employment only for good cause.  FRC contends the evidence
does not support the jury verdict and some of the jury's factual
findings are contrary to law.  FRC also contends the damages are
excessive and challenges the admission of evidence and the refusal
of its proposed jury instructions.

Mr. Faigin appeals a postjudgment order denying his motion for
prejudgment interest.  He contends he is entitled to an award of
prejudgment interest on his unliquidated claim for damages under
Civil Code section 3287, subdivision (b).

The Appeals Court concluded that substantial evidence supports the
jury verdict and that FRC has shown no legal error or prejudicial
abuse of discretion.  The Appeals Court also concluded that the
denial of Mr. Faigin's motion for prejudgment interest was proper.

The case is ALAN W. FAIGIN, Plaintiff and Appellant, v. SIGNATURE
GROUP HOLDINGS, INC., Defendant and Appellant, No. B224598 (Calif.
App. Ct.).  A copy of the Appeals Court's Nov. 6, 2012 decision is
available at http://is.gd/qnreD8from Leagle.com.

                       About Signature Group

Signature Group Holdings, Inc. --
http://www.signaturegroupholdings.com/-- is a diversified0
business and financial services enterprise with principal
activities in industrial distribution and special situations debt.
Signature has significant capital resources and is actively
seeking acquisitions as well as growth opportunities for its
existing businesses.  The Company was formerly a $9 billion in
assets industrial bank and financial services business that
reorganized during a two-year bankruptcy period. The
reorganization provided for Signature to maintain federal net
operating loss tax carryforwards in excess of $850 million.

Fremont General Corp. filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 08-13421) on June 18, 2008.  Robert W. Jones,
Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represented the Debtor as counsel.
Kurtzman Carson Consultants LLC was the Debtor's noticing agent
and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represented the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.

Fremont General emerged from bankruptcy and filed Amended and
Restated Articles of Incorporation with the Secretary of State of
Nevada on June 11, 2010, which, among other things, changed the
Debtor's name to Signature Group Holdings, Inc.

Signature's plan of reorganization became effective on June 11,
2010.  The name change also took effect as of that date.


FRIENDSHIP DAIRIES: Committee Taps Levenfeld Pearlstein as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors Creditors' Committee
in the Chapter 11 cases of Friendship Dairies asks the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to retain Levenfeld Pearlstein as its lead counsel.

The hourly rates of Levenfeld Pearlstein's personnel are:

         Partners             $350 to $575
         Associates           $295 to $375
         Paralegals           $190 to $210

Levenfeld Pearlstein has agreed to cap the hourly rates of its
attorneys and legal assistants as:

         Partners                $450
         Associates              $350
         Paralegals              $175

The Committee is not seeking a retainer or professional fee
"carve-out" from existing cash collateral orders in connection
with the application, but reserves the right to do so by separate
application in the event it is unable to reach an agreement in
respect thereof with the Debtor and the lead secured lenders in
the case.

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C. serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FRIENDSHIP DAIRIES: Committee Proposes Mullin as Local Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Friendship Dairies to retain Mullin, Hoard &
Brown as its local counsel.

The law firm of Levenfeld Pearlstein, LLC, the proposed lead
counsel for the Committee is located in Chicago, Illinois.
Therefore, the Committee believes it is necessary to employ local
attorneys as well, to assist lead counsel in representing the
Committee before the Court.

The hourly rates of Mullin Hoard's personnel are:

         Partners/Associates             $150 to $350
         Paralegals and Law Clerks        $80 to $100

The Committee is not seeking a retainer or professional fee carve-
out from existing cash collateral orders in connection with the
application, but reserves the right to do so by separate
application in the event it is unable to reach an agreement
in respect thereof with the Debtor and the lead secured lenders in
the case.

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

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C. serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FRIENDSHIP DAIRIES: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Friendship Dairies filed with the U.S. Bankruptcy Court for the
Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $20,829,900
  B. Personal Property           $23,591,951
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $42,199,882
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $373,424
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,981,645
                                 -----------      -----------
        TOTAL                    $44,421,851      $45,554,951

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

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C. serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FRIENDSHIP DAIRIES: Taps Raymond Hunter as Business Consultant
--------------------------------------------------------------
Friendship Dairies asks the U.S. Bankruptcy Court for the Northern
District of Texas for permission to employ the agricultural
business consulting firm of Emerald Agriculture, particularly
Raymond Hunter, Ph.D., as special dairy business consultants.

Dr. Hunter's services will include conducting an assessment of the
current state of the dairy herd and business, suggesting a
reporting system through which parties in interest can be assured
concerning the fundamental physical and financial performance of
the herd, conducting a strategic analysis of the business, and
reviewing the Debtor's physical and financial projections to
provide objectivity as to how the business might be expected to
perform. Dr. Hunter will be authorized and instructed to share all
findings, conclusions, and work product with the Debtor and the
Creditor Committee.

Emerald Agriculture will serve at the hourly rate of $375 for
Mr. Hunter, and $125 for Dennis March, plus reimbursable expenses.

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

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C. serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.




GAINESVILLE REDEVELOPMENT: Fitch Cuts Rating on $72MM Bonds to BB+
------------------------------------------------------------------
Fitch Ratings downgrades the rating on approximately $72 million
of Gainesville Redevelopment Authority, GA's revenue refunding
bonds issued on behalf of Riverside Military Academy (RMA) to
'BB+' from 'BBB-'.

The Rating Outlook is revised to Stable.

Security

The bonds are an absolute and unconditional obligation of RMA,
secured by a fully funded debt service reserve and a first lien on
the academy's campus.

Key Rating Drivers

RATING DOWNGRADE: The rating downgrade is based on a six-year
trend of deeply negative operating deficits and sustained reliance
on balance sheet resources, which has substantially depleted
unrestricted liquidity.  A high debt burden continues to hamper
RMA's ability to balance operations.

LONG TERM STRATEGY: The Stable Outlook reflects growth in student
headcount from fiscal 2010 through 2012 as a result of the
academy's execution of a multi-year business plan that is expected
to reduce endowment support and achieve profitability on a cash-
flow basis by fiscal 2015.

DIMINISHING LIQUIDITY: Investment losses and continued reliance on
balance sheet resources to support operations have eroded
unrestricted liquidity by roughly 50% over a five-year operating
history.  RMA recently adopted a predominantly fixed income based
investment allocation that is expected to preserve RMA's endowment
going forward.

HIGH DEBT BURDEN: Although reduced by RMA's retirement of a
portion of outstanding bonds in fiscal 2011, debt burden remains
relatively high at 34%.  This high leverage is mitigated by the
school's limited future capital needs.

Credit Profile

RMA was founded in 1907 as a military-style boys college
preparatory school and offers boarding and day school programs for
grades 7-12.  The academy is situated on a 206-acre campus located
in the foothills of the Blue Ridge Mountains, north of Atlanta in
Gainesville, Georgia.

Operating Deficits; Liquidity Off Target

RMA's performance for the last six years has been characterized by
deeply negative margins that are expected to continue through the
intermediate term.  While Fitch acknowledges improvement in
operating performance for the past three years, operating margins
are not expected to achieve breakeven for another four to five
years.  RMA has been diligent in executing a board adopted
business plan to return to profitability by fiscal 2015.  However,
RMA's recovery has been impeded by costs incurred to improve the
student experience via food service and admission and enrollment
related expenditures to expand student headcount.

Balance sheet resources constitute RMA's primary credit strength
and have diminished substantially since 2008.  Totaling over $82
million as of fiscal 2008, the academy's available funds (AF),
consisting of unrestricted cash and investments declined
precipitously to $41.5 million as of May 31, 2012.  While AF
provides strong coverage of operating expenses (213%) and adequate
coverage of long-term debt (54.6%), future draws to support
operations are anticipated to weaken current liquidity levels.

The academy initially forecast $44.7 million in available funds
for fiscal 2012 but was unable to meet the goal due to investment
losses.  To curb any further investment related dilution, RMA
adopted a very conservative investment allocation.  The academy
currently holds 90% of its investments in fixed income securities
and will increase the allocation to 95% by March 2013.  The
remainder is expected to be held in cash. This change in
investment policy is noted favorably.  Additionally, Fitch
emphasizes the importance for the academy to maintain balance
sheet resources at forecasted levels to preserve rating stability.

Increased Reliance On Endowment

Fund raising initiatives, which previously were minimal, have been
incorporated into RMA's operating functions and offset some of the
growth in expenses.  Acknowledging developing revenue sources and
sunk costs for future enrollment success, Fitch notes that the
ability to curb costs and balance operations through enrollment
driven revenue growth is key to sustain RMA's improvements and
avert ratings action.

Enrollment Growth Progress Evident

The academy has attained a degree of stability with enrollment.
Fitch favorably notes RMA enrolled 471 students in school year
2011-2012, an enrollment target forecasted for school year ending
2015.  Fall 2012 enrollment (2012-2013 school year) was the
highest noted in five years at 424 students, representing 19%
year-over-year growth from fall 2011.  The academy conservatively
expects to end the school year with 480 students.

Retention rates have improved along with enrollment growth. 75% of
former RMA students returned in fall 2012, reflecting marked
improvement from the previous four-year average (65%) retention
rate.  In addition to enrollment growth, RMA increased tuition and
fees 4% for both 2011-2012 and 2012-2013 after holding tuition
stable for 2009 and 2010.  The academy still remains affordable
relative to other all-boys boarding schools nationwide.  Fitch
will monitor ending enrollment for fiscal 2013 and fall 2014 to
measure success of RMA's admission initiatives.  Fitch notes that
decline in current enrollment levels can further pressure the
rating.

Although RMA has achieved some success from following its business
plan, the ability to sustain improvement can be impeded by
uncertain future demand and volatility in global financial
markets, which could negatively impact RMA's resource base.

High Debt; Minimal Needs

The debt burden remains high.  Maximum annual debt service
consumes 34% of fiscal 2012 unrestricted operating revenues, which
is significantly in excess of Fitch investment grade guidelines
for independent schools.  Debt outstanding totals $72 million and
is secured by all revenues of RMA and a fully funded debt service
reserve. RMA can draw upon a line of credit secured by its long-
term investments; however, the line is currently unutilized and
has a zero balance.  The academy's facilities were updated between
1994 and 2004 and are fairly new.  RMA does not have significant
capital needs and does not anticipate additional debt issuance.


GREGORY FRIEDMAN: Court to Confirm Second Amended Plan
------------------------------------------------------
Bankruptcy Judge James M. Marlar said the second amended plan of
reorganization filed by Gregory A. Friedman and Judith Mercer-
Friedman may be confirmed.  Judge Marlar overruled each of the
objections lodged by creditor P+P LLC.

Judge Marlar said the Chapter 11 case is progressing as it should,
and the Court finds that the Debtors have presented themselves in
the best possible light throughout.

Under the Plan, all of the assets of the Debtors' estate will be
vested in the Debtors and the Debtors will continue to work in
their consulting and business management company.   The Debtors
will pay all expenses of their personal life, including taxes and
insurance costs, on a current basis.  The Debtors' disposable
income will be deposited into an interest-bearing deposit account
and distributed as provided in the Plan.  In a "modification" to
the Plan, the Debtors detailed exactly what amounts would be
distributed as to their disposable income, pursuant to 11 U.S.C.
Sec. 1115.

In their Disclosure Statement, the Debtors detailed their best
estimation of how creditors would fare in a hypothetical
liquidation.  For unsecured creditors, that estimated recovery was
felt to be zero.

A copy of the Court's Nov. 5, 2012 Memorandum Decision is
available at http://is.gd/pxjFRufrom Leagle.com.

Gregory A. Friedman and Judith Mercer-Friedman sought Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 07-02135) on
Oct. 26, 2007, estimating under $1 million in assets and debts.


GUARANTY BANK: Goldman Sachs, Others Want $900MM MBS Suit Nixed
---------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that Goldman Sachs &
Co. and other banks urged a Texas federal judge Monday to throw
out the Federal Deposit Insurance Corp.'s $900 million suit over
mortgage-backed securities sold to now-collapsed Guaranty Bank,
saying the action is time-barred.

The FDIC, which took over Guaranty after the bank collapsed in
2009, originally filed the suit in Texas state court Aug. 17,
targeting Goldman, Ally Securities LLC, Deutsche Bank Securities
Inc., JPMorgan Securities LLC, Structured Asset Mortgage
Investments II Inc. and The Bear Stearns Cos. LLC, Bankruptcy
Law360 relates.

As reported in the TCR on Aug. 24, 2009, Guaranty Bank, Austin, TX
was closed August 21 by the Office of Thrift Supervision, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with BBVA Compass, Birmingham, Alabama, to
assume all of the deposits of Guaranty Bank, excluding those from
brokers.

Guaranty Bank had 103 branches in Texas and 59 branches in
California.  Former branches of Guaranty Bank will reopen during
normal banking hours starting tomorrow as branches of BBVA
Compass.  Depositors of Guaranty Bank will automatically become
depositors of BBVA Compass.  Depositors will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage. Customers should continue to use their existing branches
until BBVA Compass can fully integrate the deposit records of
Guaranty Bank.


HARBINGER GROUP: Fitch Says Oil Venture Won't Affect 'B' IDR
------------------------------------------------------------
Harbinger Group Inc.'s (HRG) 'B' Issuer Default Rating (IDR) is
unaffected by HRG's recent announcement that it will establish an
oil and gas joint venture with EXCO Resources (EXCO).

HRG will acquire a 75% limited partnership interest and a 50%
general partnership interest in the joint venture, while EXCO will
acquire a 25% and 50% interest, respectively.  Under the terms of
the transaction HRG will provide $373 million in cash towards the
purchase of properties for the joint venture.

Fitch views the transaction as in line with HRG's primary strategy
to deploy its existing parent company cash and short-term
investments to acquire and grow attractive businesses that
generate sustainable free cash flow.  The joint venture is
expected to start distributing sustainable free cash flow to the
partners shortly after the transaction is completed. HRG believes
the transaction is expected to close in early 2013.

The initial effect on covenant tests related to HRG's senior
secured debt and preferred shares is expected to be minimal.

Key rating triggers that could lead to a downgrade include a
reduction in F&G Life's ordinary statutory dividend capacity to
below $40 million, a change in SPB's strategy to reduce leverage
to between 2.5x to 3.5x within 18 to 24 months, an increase in
consolidated leverage to the 6x range, an increase in HRG (parent
only) financial leverage ratio to above 70%, and the deployment of
existing cash balances that increases the enterprise's credit
risk.

Key rating triggers that could lead to an upgrade include an
significant increase in F&G Life's ordinary statutory dividend
capacity from its current level of approximately $80 million, a
reduction in consolidated leverage to the 4x range, a reduction in
HRG (parent only) financial leverage ratio below 40%, and the
deployment of existing cash balances that improves the magnitude
and diversity of cash flows to HRG.

HRG is a NYSE-traded holding company that is majority owned by
investment funds affiliated with Harbinger Capital Partners LLC
(Harbinger).  Harbinger established HRG as a permanent capital
vehicle to obtain controlling equity interests in established,
dividend paying businesses that operate across a diversified set
of industries.  The company currently operates in three business
segments: consumer products through its 57.5% ownership in SPB,
insurance through its wholly owned subsidiary F&G Life, and Salus,
an asset based lending business.

Fitch rates Harbinger as follows:

  -- Long-Term IDR 'B';
  -- $500 million 10.625% senior secured notes 'B/RR4'.

The Rating Outlook is Stable.


HILLTOP FARMS: Files Chapter 11 in South Dakota
-----------------------------------------------
Hilltop Farms, LLC, filed a Chapter 11 petition (Bankr. Bankr.
D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls, South
Dakota.

Hilltop Farms, owner of properties in Brookings County, South
Dakota, disclosed assets of $13.1 million and $13.5 million in
liabilities as of Nov. 2, 2012.  A copy of the schedules filed
together with the petition is available for free at:

     http://bankrupt.com/misc/sdb12-40768.pdf

Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as
counsel to the Debtor.


HMX ACQUISITION: Seeks Approval to Sell Canadian Affiliate
----------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that HMX
Group is asking the U.S. Bankruptcy Court to approve the sale of
Coppley Corp., its men's clothing brand in Canada, to Tom James
Co., a Tennessee-based men's suit maker.

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct 19, 2012.  On Oct. 21, 2012, affiliates HMX, LLC,
Quartet Real Estate, LLC, and HMX, DTC Co. also filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-14327 to
12-14329).  Judge Allan L. Gropper presides over the cases.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes under Case No. 12-14300, which is the case
number assigned to HMX Acquisition Corp.  The Debtors' principal
place of business is located at 125 Park Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


HOMER CITY: Files Prepack Chapter 11 to Transfer Ownership
----------------------------------------------------------
Homer City Funding LLC, a special-purpose entity created to
finance a coal-fired electric generating facility 45 miles
(72 kilometers) from Pittsburgh, initiated a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Case No. 12-13024) on
Nov. 5 to transfer ownership of the plant.

Bloomberg News reports that the plan was accepted before
bankruptcy by the required majorities of $640 million in bonds.
Homer City is asking the bankruptcy court to hold one hearing on
Dec. 6 both to approve the disclosure materials and sign a
confirmation order approving the prepackaged plan.

The project is operated under a lease by an affiliate of power
producer Edison Mission Energy. The project's owner is an entity
that is 90 percent-controlled by an affiliate of General Electric
Capital Corp. and 10% by an affiliate of MetLife Inc. The bonds
are publicly traded. An affiliate of GECC holds $103 million, or
16 percent, of the bonds, according to a court filing.

According to the report, the project was unable to pay interest on
the bonds, partly because of the low price of electricity.  The
plant is a merchant generator because it has no long-term power-
purchase agreement.  It also faces large costs to curtail
emissions.

The report adds that when the plan is confirmed, ownership will
transfer to an entity controlled by GECC and MetLife.  The new
owner will issue new bonds in exchange for the existing bonds.
The new bonds will be in a principal amount equal to the
outstanding principal and unpaid interest on the old bonds at the
non-default rate. The new bonds will have the same interest rates
and maturities. Interest on the new bonds can be paid by issuing
more bonds through April 2014.  GECC will provide the project with
a $75 million secured credit on emergence from Chapter 11.

The $466 million in 8.734% secured bonds due in 2026 traded Nov. 5
for 111 cents on the dollar, to yield more than 7%, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.


HOMER CITY: Case Summary & 2 Unsecured Creditors
------------------------------------------------
Debtor: Homer City Funding LLC
        c/o Wilmington Trust, N.A.
        Suite 1300
        1105 N. Market Street
        Wilmington, DE 19801

Bankruptcy Case No.: 12-13024

Chapter 11 Petition Date: Nov. 6, 2012

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

Judge: Kevin Gross

Debtor's
Counsel:   Paul Noble Heath, Esq.
           Zachary I Shapiro, Esq.
           RICHARDS, LAYTON & FINGER
           One Rodney Square
           P. O. Box 551
           Wilmington, DE 19899
           Tel: 302-651-7700
           Fax : 302-651-7701
           E-mail: heath@rlf.com
                   shapiro@rlf.com

Debtor's
Claims
Agent:     EPIQ BANKRUPTCY SOLUTIONS


Estimated Assets: $500 million to $1 billion

Estimated Debts: $500 million to $1 billion

The petition was signed by Thomas M. Strauss, authorized officer.

Homer City Funding LLC's List of Its 2 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Bank of New York               8.734% Senior      $465,976,000
Mellon                             Secured
101 Barclay Street                 Bond issued in
New York, New York 10286           the original
Attn: Corporate Trust Division     principal amount
Fax: (212) 815-5704                of $530 million,
                                   maturing in 2026
                                   (the "Series B
                                   Bonds")

The Bank of New York               8.137% Senior      $174,000,000
Mellon                             Secured
New York, New York 10286           Bond issued in
Attn: Corporate Trust Division     in the original
Fax: (212) 815-5704                principal amount
                                   of $300 million,
                                   maturing in 2019
                                   (the "Series A
                                   Bonds")


HOUGHTON INT'L: S&P Puts 'B' CCR on Watch over Gulf Oil Deal
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Houghton,
including its 'B' corporate credit rating, on CreditWatch with
negative implications.

"The CreditWatch placement follows the announcement that Gulf Oil
Corp., owned by Hinduja Group, has agreed to acquire Houghton from
U.S.-based private equity owners, AEA Investors LP, for
approximately $1.05 billion," said credit analyst Seamus Ryan. "We
expect that the company will finance the deal with a mix of debt
and equity. The CreditWatch placement reflects the potential for a
downgrade if debt increases meaningfully without relative
improvement to the business risk profile, subject to a review of
the terms of the proposed transaction."

"We will monitor developments associated with the pending
transaction and plan to resolve the CreditWatch listing upon
review of the company's financing plans and expected business and
financial profiles following the transaction. We could lower the
ratings if additional debt weakens financial metrics without
measurable offsetting benefits to the business profile," S&P said.


ICEWEB INC: D'Arelli Replaces Sherb as Accountants
--------------------------------------------------
IceWEB, Inc., dismissed Sherb & Co., LLP, as the Company's
independent registered public accountants and engaged D'Arelli
Pruzansky, P.A., as the independent registered public accountants.
The dismissal of Sherb & Co., LLP, and the engagement of D'Arelli
Pruzansky was approved by the Company's Audit Committee.  Sherb &
Co. did not resign or decline to be reappointed as the Company's
independent registered public accountants.

Neither the report of Sherb & Co. dated Dec. 22, 2011, on the
Company's consolidated balance sheets as of Sept. 30, 2011, and
2010 and the related consolidated statements of operations,
changes in stockholders' equity (deficit), and cash flows for the
years ended Sept. 30, 2011, and 2010 nor the report of Sherb & Co.
dated Dec. 20, 2010, on the the Company's consolidated balance
sheets as of Sept. 30, 2010, and 2009 and the related consolidated
statements of operations, stockholders' equity (deficit), and cash
flows for the years ended Sept. 30, 2010, and 2009 contained an
adverse opinion or a disclaimer of opinion, nor were either such
report qualified or modified as to uncertainty, audit scope, or
accounting principles.

During the two most recent fiscal years and the subsequent interim
period prior to the dismissal of Sherb & Co., there were no
disagreements with Sherb & Co. on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Sherb & Co. would have caused it to make
reference thereto in connection with its reports on each of the
Company's financial statements for those years.

Prior to Nov. 2, 2012, which was the date that D'Arelli
Pruzanskywas engaged, the Company did not consult D'Arelli
Pruzansky with respect to the application of accounting principles
to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company's
consolidated financial statements, or any other matters or
reportable events as defined in Item 304(a)(2)(i) and (ii) of
Regulation S-K.

                         About IceWEB Inc.

Sterling, Va.-based IceWEB, Inc., manufactures high performance
unified data storage appliances with enterprise storage management
capabilities.

The Company's balance sheet at June 30, 2012, showed $3.1 million
in total assets, $7.9 million in total liabilities, and a
stockholders' deficit of $4.8 million.

Sherb & Co., LLP, in Boca Raton, Florida, stated in its report
on the consolidated financial statements of the Company for the
years ended Sept. 30, 2011, and 2010, that the Company had net
losses of $4.7 million and $7.0 million respectively, for the
years ended Sept. 30, 2011, and 2010, which raise substantial
doubt about the Company's ability to continue as a going concern.


INSPIRATION BIOPHARMACEUTICALS: Seeks OK of Auction Procedures
--------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that Inspiration Biopharmaceuticals Inc.
has asked the court to approve bidding procedures in connection
with marketing and a proposed sale.  Inspiration Bio has asked for
bidding procedures that contemplate the sale of "substantially all
of its assets," according to court papers.  The Debtor has
negotiated with secured creditor Ipsen Pharma SAS to waive its
right to a credit bid "if competitive bids exceed a certain
threshold," according to a filing.

According to the report, the Debtor has also agreed with Ipsen
Pharma "to provide essential post-petition liquidity" through a
debtor-in-possession loan and to market and sell Ipsen hemophilia-
related assets FIX and OBI-1 in Ipsen territories, according to
court papers.  Inclusion of the Ipsen assets in the sale is
"vitally important to successfully market and materially enhance
the value of the debtor assets," Inspiration said in a filing.

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration sought Chapter 11 protection on Oct. 30, 2012 with the
U.S. Bankruptcy Court in Boston, Massachusetts (Bankr. D. Mass.
Case No. 12-18687).  Attorneys at Murphy & King, P.C., serve as
counsel to the Debtor.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen is also owed
$19.4 million in unsecured debt.  There is another $12 million in
unsecured claims.   Ipsen is pledged to provide $18.3 million in
financing.


ITRACKR SYSTEMS: Incurs $222,900 Net Loss in Third Quarter
----------------------------------------------------------
iTrackr Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $222,930 on $131,593 of revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$204,991 on $231,783 of revenue for the same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss $998,007 on $422,548 of revenue, compared with a net loss of
$461,729 on $324,859 of revenue for the same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $2.1 million
in total assets, $1.9 million in total current liabilities, and
stockholders' equity of $229,824.

According to the regulatory report, in the course of funding
development and sales and marketing activities, the Company has
sustained operating losses since inception and has an accumulated
deficit of $5,970,703 and $4,972,696 at Sept. 30, 2012, and
Dec. 31, 2011, respectively.

"In addition, the Company has negative working capital of
$1,754,938 and $1,307,926 at Sept. 30, 2012, and Dec. 31, 2011,
respectively.  The Company has and will continue to use
significant capital to commercialize its products.  These factors
raise substantial doubt about the ability of the Company to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/U6jtAF

Boca Raton, Fla.-based iTrackr Systems, Inc., is an ecommerce and
social media software and services company.  The Company has
developed two technology platforms branded as RespondQ and iTrackr
both of which enable web based and local businesses to increase
sales through innovative technology and increased web presence.


JAMES RIVER: S&P Cuts CCR to 'SD' on Discounted Note Repurchases
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Richmond, Va.-based James River Coal Co. to 'SD'
(selective default) from 'CCC+'.

"At the same time, we lowered our issue-level rating on the
company's 7.875% senior notes due 2019 to 'D' from 'B-'. The
recovery rating on these notes remains '2', indicating our
expectation for substantial (70%-90%) recovery in the event of
payment default. We also lowered our issue-level rating on the
company's 4.5% and 3.125% convertible notes to 'D' from 'CCC-'.
The recovery rating on these notes remains '6', indicating our
expectation for negligible (0%-10%) recovery in the event of
payment default," S&P said.

"The rating actions follow James River's announcement that it had
repurchased approximately $61 million of its senior and
convertible notes in the third quarter and in October 2012," said
credit analyst Megan Johnston. "The company bought the notes at a
roughly 60% discount to their face value, and the amounts
repurchased equated to approximately 9% of the previously
outstanding aggregate balance. In our opinion, these repurchases
constituted a distressed restructuring given the steep discount
and the significant relative size of the transactions, and are
tantamount to a default."

"In accordance with our criteria for exchange offers and similar
restructurings, we will perform a review on James River in the
near term. It is our preliminary assessment that the corporate
credit rating following our review would likely not be higher than
the 'CCC' category, given challenging operating conditions for
Central Appalachian (CAPP) thermal coal producers like James
River, which we expect to persist into 2013," S&P said.


JEFFERSON COUNTY: Alabama Balks at Sewer-Rate Increase
------------------------------------------------------
Katy Stech Dow Jones' Daily Bankruptcy Review reports that
Alabama's top lawyer is trying to stop Jefferson County leaders
from making its residents pay unfairly high sewer bills for its
$3.2 billion sewer system, a network he calls overpriced because
the borrowing deals that Wall Street bankers sold to the county
were layered with fraud.

                      About Jefferson County

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

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

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

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

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

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

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

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


JOHN D OIL: Has Until Dec. 6 to Propose Chapter 11 Plan
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
extended John D. Oil, et al.'s exclusive periods to propose a
Chapter 11 plan and solicit acceptances for the plan until Dec. 6,
2012, and Feb. 4, 2013, respectively.

                         About John D. Oil

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee has not been appointed
because no unsecured creditor responded to the U.S. Trustee's
communication for service on the committee.


JOURNAL REGISTER: American Legal Approved as Administrative Agent
-----------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Journal Register Company,
et al., to employ American Legal Claim Services, LLC as
administrative agent.

ALCS is expected to, among other things:

   a) assist with the preparation of the Debtors' schedules and
      statements of financial affairs by inputting and formatting
      data provided by the Debtors and their professionals;

   b) assist with discrete aspects of the Debtors' claim
      reconciliation process, as inputting and formatting data
      provided by the Debtors; and

   c) tabulate votes and perform subscription services as may be
      requested or required in connection with any and all plans
      filed by the Debtors and provide ballot reports and related
      balloting and tabulation services to the Debtors and their
      professionals.

The Debtor previously obtained approval to hire ALCS as claims and
noticing agent.

                      About Journal Register

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

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

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

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

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

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

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

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

Tracy Hope Davis, U.S. Trustee for Region 2, appointed these
persons to serve on the Official Committee of Unsecured Creditors.
Lowenstein Fandler PC represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.


JOURNAL REGISTER: Court Approves SSG Advisors as Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Journal Register Company, et al., to employ SSG
Advisors, LLC, as financial advisor and investment banker.

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

                      About Journal Register

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

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

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

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

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

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

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

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

Tracy Hope Davis, U.S. Trustee for Region 2, appointed these
persons to serve on the Official Committee of Unsecured Creditors.
Lowenstein Fandler PC represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.


LDK SOLAR: Terminates Solar Wafer Supply Contract with Sumitomo
---------------------------------------------------------------
LDK Solar Co., Ltd., has reached an agreement with Japan-based
Sumitomo Corporation to terminate their long-term solar wafer
supply agreement.

Under the terms of the agreement, originally signed in September
2008, LDK Solar was to supply multicrystalline silicon wafers to
Sumitomo over an eight-year period, beginning in 2009 and
extending through 2016.  As part of the original agreement,
Sumitomo made an advanced payment representing a portion of the
contract value to LDK Solar.  In exchange for LDK's agreement to
terminate the supply agreement, Sumitomo has agreed to pay LDK
Solar a settlement amount totaling $33.4 million.

"We are pleased to have reached a mutually agreeable conclusion to
our 2008 wafer supply contract with Sumitomo," stated Xiaofeng
Peng, Chairman of LDK Solar.  "We look forward to establishing a
new commercial relationship with Sumitomo.  We will continue to
work closely with our customers and partners as we navigate the
current industry challenges."

LDK Solar is assessing the financial impact on its full year 2012
earnings of the Sumitomo termination and related contract
termination charges.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic
of China, is a vertically integrated manufacturer of photovoltaic
products, including high-quality and low-cost polysilicon, solar
wafers, cells, modules, systems, power projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011.  These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.

The Company's balance sheet at June 30, 2012, showed US$6.40
billion in total assets, US$5.95 billion in total liabilities,
US$254.44 million in redeemable non-controlling interests and
US$192.17 million in total equity.


LIFECARE HOLDINGS: Obtains Waiver From Lenders Until Dec. 15
------------------------------------------------------------
LifeCare Holdings, Inc., entered into a Limited Waiver and Second
Amendment to Credit Agreement to its Credit Agreement, dated as of
Feb. 1, 2011, with LCI Holdco LLC, the requisite Secured Lenders
and JPMorgan Chase Bank, N.A., as Administrative and Collateral
Agent for the lenders under the Credit Agreement.  Pursuant to the
Agreement, the Administrative Agent and the requisite Secured
Lenders have agreed:

   (i) to waive any Default or Event of Default during the Waiver
       Period arising from the failure of the Company to make the
       required interest payment due on Aug. 15, 2012, to the
       holders of its Subordinated Notes and to remedy that
       failure within the applicable 30-day payment grace period
       that ended on Sept. 14, 2012;

  (ii) to waive any Default or Event of Default arising from the
       failure of the Company to observe or perform certain other
       covenants, conditions or agreements contained in the Credit
       Agreement; and

(iii) to make certain amendments to the Credit Agreement to
       effect those waivers.

The Agreement constitutes an extension of the waiver granted by
the requisite Secured Lenders in the Limited Waiver and First
Amendment to the Credit Agreement on Sept. 14, 2012.

The "Waiver Period" is the period from Sept. 14, 2012, to the
earlier of (i) Dec. 15, 2012, and (ii) the occurrence of any
Waiver Default.  A "Waiver Default" will occur immediately upon
the occurrence of certain events, including (a) the occurrence of
a Default or Event of Default under the Credit Agreement not
arising from the failure to make the interest payment on the
Subordinated Notes (other than those otherwise waived by the
Agreement), (b) the entry into certain refinancing transactions,
(c) the making of payments under the Subordinated Notes, (d) the
making of payments under certain other outstanding indebtedness of
the Company without prior written consent of the requisite Secured
Lenders, (e) the occurrence of an event of default under the
Indenture or the termination of the Second Waiver Agreement
without consent of the requisite Secured Lenders or (f) any
material amendment to the Company's existing employee retention
plans or adoption of new employee retention plans without approval
of the requisite Secured Lenders.  The occurrence of certain other
events, including the failure of the Company to comply with the
terms, conditions or covenants of the Agreement, will constitute a
Waiver Default if those events remain uncured for five business
days after written notice is given by the Administrative Agent or
the requisite Secured Lenders.

The Agreement also amends certain restrictions on the Company,
including restrictions on the ability of the Company to make
certain payments or enter into new material contracts, that were
added to the Credit Agreement pursuant to the First Limited Waiver
Agreement.  The Agreement also imposes certain information
requirements on the Company.  During the Waiver Period, loans
outstanding under the Credit Agreement will bear interest at a
rate of 2% plus the rate otherwise applicable to that loan, which
additional interest will be payable half as pay-in-kind interest
and half in cash.

A copy of the Limited Waiver and Second Amendment is available for
free at http://is.gd/ftVt5p

On Nov. 1, 2012, the Company also entered into a Second Limited
Waiver Agreement to its Indenture, dated as of Aug. 11, 2005,
pursuant to which the Company has outstanding $119.3 aggregate
principal amount of 9.25% Senior Subordinated Notes due 2013.
Pursuant to the Second Waiver Agreement, the requisite holders of
the Subordinated Notes have agreed to waive the default associated
with the Company's failure to pay interest on the Subordinated
Notes on Aug. 15, 2012, or any Event of Default arising from the
Specified Event during the Waiver Period.  The Second Waiver
Agreement constitutes an extension of the waiver granted by the
requisite holders in the Limited Waiver Agreement on Sept. 14,
2012.

The "Waiver Period" is the period from Sept. 15, 2012, to the date
that is the earlier of (i) Dec. 15, 2012, and (ii) the occurrence
of a Termination Event.  A "Termination Event" includes (i)(x) the
occurrence of an Event of Default under the Indenture other than
an Event of Default resulting from the Specified Event, (y) the
failure of the Company or any Guarantor to timely comply with the
terms, conditions or covenants set forth in the Second Waiver
Agreement or (z) the failure of any representation or warranty
made by the Company or any Guarantor in the Second Waiver
Agreement to be true and correct in any material respect as of the
date when made and (ii) the termination of the applicable waiver
period under the Agreement.

The Second Waiver Agreement contains certain representations,
conditions and covenants of the Company and the Guarantors,
including restrictions on certain payments by the Company, the
Guarantors and their respective Restricted Subsidiaries.

A copy of the Second Limited Waiver Agreement is available at:

                         http://is.gd/Demlrw

                       About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

The Company reported a net loss of $34.83 million in 2011,
compared with net income of $2.63 million on $358.25 million in
2010.

The Company's balance sheet at June 30, 2012, showed
$510.03 million in total assets, $566.26 million in total
liabilities, and a $56.22 million total stockholders' deficit.

                        Bankruptcy Warning

"We are continuing to work with our financial advisor and lenders
under our senior secured credit facility and senior subordinated
notes to develop a comprehensive strategy that will allow us to
refinance or restructure our existing capital structure prior to
the acceleration of any indebtedness," the Company said in its
quarterly report for the period ended June 30, 2012.  "There can
be no assurance, however, that any of these efforts will prove
successful or be on economically reasonable terms.  In the event
of a failure to obtain necessary waivers or forbearance agreements
or otherwise achieve a restructuring of our financial obligations,
we may be forced to seek reorganization under Chapter 11 of the
United States Bankruptcy Code."

                          *     *     *

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.

As reported by the TCR on Aug. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Plano Texas-based
LifeCare Holdings Inc to 'D' from 'CCC-', following the missed
interest payment on the company's $119.3 million senior
subordinated notes.

In the June 6, 2012, edition of the TCR, Moody's downgraded
LifeCare Holdings, Inc.'s corporate family rating to Caa3 and
probability of default rating to Ca.  The downgrade of the
corporate family rating to Caa3 reflects heightened refinancing
risk, an untenable capital structure, and interest burden that is
not covered by cash flows generated from the company's ongoing
operations. Moody's believes LifeCare will need to address its
entire capital structure in the next twelve months which is
reflected in the Ca probability of default rating.

As reported by the TCR on Oct. 5, 2012, Moody's Investors Service
assigned a limited default (LD) designation to LifeCare Holdings,
Inc.'s Ca probability of default rating.  The Caa3 corporate
family rating and C senior subordinated notes rating were
affirmed.

The limited default designation reflects the company's failure to
make the subordinated notes' $5.5 million interest payment due
August 15, 2012, within a 30-day grace period as provided in the
original debt agreement.  Moody's will remove the LD designation
after resolution occurs between LifeCare and its creditors.


LONSDALE TRUCKING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lonsdale Trucking, Inc.
        3060 Sherman Road
        Perris, CA 92570

Bankruptcy Case No.: 12-34804

Chapter 11 Petition Date: November 2, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Mark S. Wallace

Debtor's Counsel: William D. May, Esq.
                  LAW OFFICES OF STEPHEN R. WADE, P.C.
                  350 W. Fourth Street
                  Claremont, CA 91711
                  Tel: (909) 985-6500
                  Fax: (909) 399-9900
                  E-mail: laurel@srwadelaw.com

Estimated Assets: $50,000 to $100,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-34804.pdf

The petition was signed by David J. Lonsdale, president.


LOUISIANA RIVERBOAT: Dec. 3 Hearing on Adequacy of Plan Outline
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
will convene a hearing on Dec. 3, 2012, at 9 a.m., to consider
adequacy of the disclosure statement explaining Louisiana
Riverboat Gaming Partnership, et al.'s proposed chapter 11 plan
dated as of Oct. 26, 2012.  Objections, if any, are due seven
business days before the hearing.

According to the Disclosure Statement, the primary purposes of the
Plan are:

   -- provide for the sale of substantially all of the Debtors'
      assets to Global Gaming Legends, LLC, a Delaware limited
      liability company, Global Gaming Vicksburg, LLC, a Delaware
      limited liability company and Global Gaming Bossier City,
      LLC, a Delaware limited liability company, pursuant to a
      certain Purchase Agreement dated as of July 25, 2012; and

   -- provide for payments and distributions to creditors.

As reported in the Troubled Company Reporter on Nov. 1, 2012,
casinos in Bossier City, Louisiana, and Vicksburg, Mississippi,
will be sold for $125 million to an affiliate of the Chickasaw
Nation.  No bids were submitted in competition with the tribe's,
so an auction this month was canceled.  The tribe owns 17 casinos
already.

The report related that consequently, approval of the sale will
occur in conjunction with confirmation of a Chapter 11
reorganization plan.

The federally recognized Chickasaw tribe will pay the purchase
price with $61.5 million in new first-lien debt and $36 million in
second-lien debt.  The remainder will be in cash.  Although the
price is less than the $181.2 million in first-lien debt, the
lenders previously announced support for the sale.  The plan will
generate a 67% recovery for the first lien lenders.  The second-
lien lenders, owed $116.3 million, will recover nothing on their
secured claim because the properties aren't worth as much as the
first-lien debt.

The report noted that the deficiency claims of the first-lien
lenders, along with the second-lien lenders' claims, will
participate in the class of unsecured creditors, where claims are
projected to total $177 million, according to the disclosure
statement.  If unsecured creditors vote in favor of the plan as a
class, they will split $40,000, for a recovery amounting to a
small fraction of 1%.  The Chickasaw tribe's properties include
the Lone Star Park horse racetrack near Dallas.

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

                       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.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


METAL SERVICES: Moody's Cuts CFR/PDR to 'B2'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded Metal Services LLC's
("Phoenix") the Corporate Family Rating and Probability of Default
Rating to B2 from B1, and assigned B1 ratings to the company's
proposed $305 million senior secured credit facilities. Proceeds
from the proposed transaction will be used to refinance existing
bank debt, put cash on the balance sheet to fund upcoming capital
commitments, and pay transaction-related fees and expenses. The
rating outlook is stable.

The downgrade of the CFR incorporates Moody's expectations for
continued weak business conditions in the steel industry, the
unfavorable impact of a recent customer bankruptcy, and some of
the planned debt-funded capital spending required to restore
operating performance to levels envisioned previously. Pro forma
for the proposed credit facilities, financial leverage will rise
to over 4 times in terms of adjusted debt/EBITDA and the company
is expected to rely in part on balance sheet cash from the
transaction as it makes substantive capital investments to install
equipment at new customer sites. Interest coverage will decline to
about 1.6 times EBIT/Interest (including non-cash payment-in-kind
interest), below the 2 times that Moody's had anticipated. While
these metrics could improve with recent new business wins and pro
forma financial leverage will be below 4 times on a net basis, the
execution risk associated with these site start-ups and the
envisioned debt levels, result in a credit profile more consistent
with the B2 rating level.

The actions:

   Issuer: Metal Services, LLC

     Probability of Default Rating, Downgraded to B2 from B1

     Corporate Family Rating, Downgraded to B2 from B1

     $30 million Senior Secured Revolving Credit Facility due
     2016, Assigned B1 LGD3 42%

     $275 million Senior Secured Term Loan B due 2017, Assigned
     B1 LGD3 42%

   Outlook, Stable

The assigned ratings are subject to Moody's review of final terms
and conditions of the proposed transaction, which is expected to
close in the fourth quarter. The company's existing bank debt
ratings will be withdrawn at closing.

Rating Rationale

The B2 CFR is constrained primarily by high anticipated financial
leverage and a concentrated business model exposed to the highly
cyclical steel industry. The company has significant customer
concentration with ArcelorMittal and to a lesser extent geographic
concentration in the U.S. and Europe, though new business wins
will provide some additional diversity. The rating benefits from a
demonstrated ability to win new business such as Nucor in 2012,
strong profit margins, downside protection provided by contracted
base fees and a highly variable cost structure that help offset
end market volatility, and long-term contracts with major
steelmakers that do not contain cross-default provisions between
sites and help mitigate the customer concentration.

The stable rating outlook anticipates that the company will rely
on its cash balances in the near-term to help fund the portion of
its capital spending program that is in excess of internally-
generated cash flow, but with improved EBITDA financial leverage
will fall towards 4 times over that horizon. The outlook also
assumes that the company will maintain good liquidity to support
its operations. Moody's could upgrade the rating if management
meets its operating targets, reduces leverage to the mid 3 times
area, and is expected to maintain leverage well below 4 times
through a cyclical downturn. Moody's could downgrade the rating
with expectations for leverage exceeding 5 times, interest
coverage approaching 1 time EBIT/Interest, or sustained negative
free cash flow. Erosion in liquidity, debt-funded acquisitions, or
sponsor dividends could also have negative rating implications.

The principal methodology used in rating Metal Services LLC was
the Global Steel 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.

Headquartered in Kennett Square, Pennsylvania, Metals Services LLC
provides on-site steel mill services. The company was founded by
CEO Douglas Lane in 2006 and has been majority-owned by private
equity firm Olympus Partners since 2009.


MICROVISION INC: Incurs $3.8-Mil. Net Loss in Third Quarter
-----------------------------------------------------------
MicroVision, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.8 million on $2.6 million of total
revenue for the three months ended Sept. 30, 2012, compared with a
net loss of $7.8 million on $1.8 million of total revenue for
the same period last year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $18.6 million on $5.6 million of total revenue,
compared with a net loss of $26.0 million on $4.1 million of total
revenue for the same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$16.8 million in total assets, $8.2 million in total
liabilities, and stockholders' equity of $8.6 million.

PricewaterhouseCoopers LLP, in Seattle, Washington, expressed
substantial doubt about MicroVision's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net capital deficiency.

A copy of the Form 10-Q is available at http://is.gd/lIB7ZE

Redmond, Washington-based MicroVision, Inc., provides the PicoP(R)
display technology platform designed to enable next-generation
display and imaging products for consumer devices, vehicle
displays and wearable displays.  The Company's patented PicoP
display technology combines a Micro-Electrical Mechanical Systems
(MEMS) scanning mirror with highly efficient laser light sources
to create vivid images with high contrast and brightness.


MONITOR COMPANY: Consulting Firm Files Ch.11; Sells to Deloitte
---------------------------------------------------------------
Consulting firm Monitor Company Group Limited Partnership said
Nov. 7 it has agreed to join forces with Deloitte, one of the
world's largest professional services providers.  The transaction
is subject to certain conditions and Monitor expects it to close
as soon as practicable following their satisfactory completion.

To help facilitate this proposed transaction and preserve the
firm's considerable value as a going concern, the assets will be
sold by means of a court-approved sale under Section 363 of the
U.S. Bankruptcy Code. The transaction with Deloitte would be
completed following approval of the U.S. Bankruptcy Court in
Wilmington, Delaware and is subject to, among other things, higher
or otherwise better offers, as well as regulatory approvals.

Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reports that Deloitte has agreed to purchase Monitor's assets for
$116.2 million and assume some liabilities.  The offer will be
tested in an auction process.

According to Monitor's statement, increasing demand for tighter
integration between strategy and implementation makes Monitor and
Deloitte a natural fit.  As a pure-play strategy consultant,
Monitor was facing increasing financial pressure as a stand-alone
business. The recent economic downturn drove Monitor to evaluate
its strategic options and determine that Deloitte was not only the
right strategic match, but also provided the opportunity for
substantial short-term and long-term growth as well as
opportunities for its employees and clients.

Under the asset purchase agreement with Monitor, Deloitte
Consulting LLP will acquire Monitor's U.S. practice, and practices
outside the U.S. will be acquired by certain other member firms of
Deloitte Touche Tohmatsu Limited.

Monitor intends to continue serving its clients in the ordinary
course and has filed a number of customary motions seeking court
authorization to continue to support its business operations.

                           Gadhafi Link

Dow Jones' Ms. Gleason reports that Monitor Co. became the subject
of intense scrutiny when in early 2011 it was revealed, prior to
the U.S. intervention, that the firm had accepted a $3 million
contract with the Libyan government and deceased Libyan dictator
Moammar Gadhafi.  The project was aimed at helping Mr. Gadhafi be
seen "as a thinker and intellectual, independent of his more
widely known and very public persona as the Leader of the
Revolution in Libya."

The company, DBR relates, later admitted that the contract was a
mistake, but not before it became the subject of numerous news
articles.

Ms. Gleason also reports that during the 2008 recession, Monitor
said in court documents, demand for consulting work slowed
dramatically.  Revenues shrank and liquidity tightened.  The
firm's partners advanced $4.5 million to the company and passed on
$20 million in bonuses in 2009. It also raised $51 million by
issuing notes to private equity firm Caltius Capital Management.

According to the DBR report, Monitor said it was unable to pay
rent on its Cambridge headquarters in September and October.  It
negotiated a plan to catch up on the payments but said it will be
unable to make that payment this month. It also missed an interest
payment to Caltius, putting the notes in default.

DBR notes Monitor was founded in 1983 by Harvard Business School
professors Michael Porter and Mark Fuller, along with Joseph
Fuller. It has 1,200 employees in 17 countries.

Monitor may be reached at:

         Contact: Eamonn Kelly
         Email: Eamonn_Kelly@monitor.com
         Tel: 415-932-5358

Founded in 1983, Monitor Company Group LP --
http://www.monitor.com/-- is a global consulting firm
headquartered in Cambridge, Massachusetts. The firm advises for-
profit, sovereign, and non-profit clients in growing their
businesses and economies and furthering their charitable purposes.
Monitor creates and sustains leading, world-class capabilities in
the management disciplines essential to growth -- including
strategy, marketing, organizational design and innovation -- and
brings those capabilities to bear in a pragmatic and customized
way for clients.  Monitor authors have published more than 80
articles in leading business journals and have published some of
the most influential business strategy books of the last 25 years


NEWPAGE CORP: Wins OK to Send Ch. 11 Plan to Creditors for Vote
---------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that NewPage Corp. on
Tuesday won Delaware bankruptcy court approval for the disclosure
statement detailing its reorganization plan, allowing the
struggling paper company to submit the plan to creditors for a
vote.

At a court hearing in Wilmington, Del., U.S. Bankruptcy Judge
Kevin Gross said he would sign off on the disclosures once they
are submitted with minor language changes requested by creditors,
according to Bankruptcy Law360.

BankruptcyData.com reports that NewPage Corp. filed with the U.S.
Bankruptcy Court Second Amended Joint Chapter 11 Plan and
Disclosure Statement.

According to the Disclosure Statement, "Under the Plan, the First
Lien Noteholders will receive, among other consideration, 100
percent of the equity in the Reorganized Debtors. The Second Lien
Noteholders and certain other unsecured creditors (excluding
certain trade creditors) will receive their pro rata share of (i)
$30 million in cash and (ii) the first $50 million in proceeds
that are realized by a Litigation Trust. After the first $50
million received by the Litigation Trust, any additional proceeds
received by the Litigation Trust will be shared by the First Lien
Noteholders, the Second Lien Noteholders and certain unsecured
creditors. For the avoidance of doubt, the First Lien Noteholders
will be entitled to receive distributions on account of the
foregoing distributions through the enforcement of certain
subordination rights and/or their deficiency claim, as provided
for in the Plan. Certain trade creditors who agree to provide
credit terms as specified in the Plan will receive a 15% recovery
on their Claims over a two year period. Consistent with the
foregoing, on the Effective Date of the Plan, the Debtors will
fund the Litigation Trust with: (i) $40 million in cash (less
$500,000 retained by the Debtors for the SEO Professional Fees)
that the Debtors had previously allocated to resolving issues
related to PM35 located in the Debtors' Stevens Point, Wisconsin
mill, and (ii) the Committee Litigation Claims. In addition, the
Debtors will provide $5 million for trust administration expenses,
which will be repaid to the Debtors from certain proceeds of the
Litigation Trust (other than the initial $40 million cash deposit
referenced above)."

                       About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.  See
http://bankrupt.com/misc/NEWPAGE_CORPORATION_wisconsin_sal.pdf


NEW WESTERN: Incurs $105,500 Net Loss in Third Quarter
------------------------------------------------------
New Western Energy Corp. reported a net loss of $105,525 on
$24,398 of revenues for the three months ended Sept. 30, 2012,
compared with a net loss of $38,494 on $42,567 of revenues for the
same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $321,836 on $76,043 of revenues, compared with a net loss
of $198,960 on $42,567 of revenues for the same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.2 million
in total assets, $283,041 in total liabilities, and stockholders'
equity of $879,347.

At Sept. 30, 2012, the Company had a working capital deficit of
$217,216, incurred a net loss of $321,836 during the nine months
ended Sept. 30, 2012, and used cash in operating activities of
$190,162.

A copy of the Form 10-Q is available at http://is.gd/v7DObV

                     About New Western Energy

Irvine, Calif.-based New Western Energy Corporation is an oil and
gas and mineral exploration and production company with current
projects located in Kansas, Oklahoma and Texas.

                           *     *     *

Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about New Western Energy's ability to continue
as a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has a net loss and net cash used in operating activities
in 2011 of $378,453 and $328,965, respectively, and has working
capital deficit and an accumulated deficit of $109,669 and
$1.4 million, respectively at Dec. 31, 2011.


NORTHSTAR AEROSPACE: Court OKs Stipulation for Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court of Delaware approved a stipulation
extending NSA (USA) Liquidating Corp, formerly known as Northstar
Aerospace (USA) Inc., et al.'s post-sale use of cash collateral
under final DIP Financing order.

On July 3, 2012, the Court entered a final order authorizing the
US Debtors (i) to use the cash collateral; (ii) to obtain
postpetition financing.

The stipulation was entered among the Debtors, Fifth Third Bank,
in its capacity as DIP agent for the senior DIP lenders,
prepetition agent for the prepetition senior lenders, and The
Boeing Capital Loan Corporation, as lender under the junior DIP
facility.

The stipulation provides that, among other things:

   -- following the closing of the sale, $3.3 million less
      expenditures authorized under the budget will be remitted to
      the prepetition agent and held in a cash collateral account
      established with the prepetition agent; and

   -- the Debtors' authority to incur additional secured
      indebtedness under the DIP facility terminated as of the
      closing of the sale.

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

                     About Northstar Aerospace

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

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

The names of the Debtors were changed as contemplated by the
approved sale transaction.

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

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

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


NOVA FINANCIAL: Files Ch.7 Bankruptcy After Banking Unit Closed
---------------------------------------------------------------
Dawn McCarty at Bloomberg News reports that Nova Financial
Holdings Inc. filed for Chapter 7 bankruptcy (Bankr. E.D. Pa. Case
No. 12-20140) after its banking unit was closed by regulators,
making it the 47th bank to fail in the U.S. this year.

The Company in its Chapter 7 petition estimated assets of as much
as $100,000 and debt of as much as $50 million.  Nova Bank had
about $483 million in assets and $432 million in deposits as of
June 30, according to the Federal Deposit Insurance Corp.

According to the report, shareholder lawsuits "created enough
ongoing uncertainty throughout the investment community that the
company's negotiations with investor groups that had expressed
interest in providing new capital were unsuccessful," the Berwyn,
Pennsylvania-based company said Oct. 30 in a statement.  The
Pennsylvania Department of Banking closed Nova Bank on Oct. 26,
according to the FDIC, which became the receiver.  The FDIC was
unable to find another financial institution to take over the
banking operations.  Nova Bank's failure will cost the Deposit
Insurance Fund about $91.2 million, the FDIC estimated.

The Bloomberg report discloses that Nova said Oct. 30 its board
decided to liquidate in bankruptcy court.  The company had been
following a plan to reinforce its capital base that was adopted in
2010 in conjunction with an accord with the Federal Reserve Bank
of Philadelphia, according to its statement.

"The ongoing effects of the weak economy negatively impacted" the
company's capital position, Nova said Oct. 30 in a statement.  The
company said it had been following a plan intended to strengthen
its capital base in accordance with a 2010 agreement with the
Federal Reserve Bank of Philadelphia.

The Berwyn, Pennsylvania-based company said attempts to raise new
funds were thwarted by shareholder lawsuits, which scared away
interested investor groups.  Regulators closed Nova's bank unit on
Oct. 26.


NYTEX ENERGY: Incurs $288,000 Net Loss in Third Quarter
-------------------------------------------------------
NYTEX Energy Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $288,033 on $931,668 of total revenues for the three
months ended Sept. 30, 2012, compared with a net loss of $1.46
million on $181,470 of total revenues for the same period during
the prior year.

NYTEX reported a net loss of $6.58 million on $3.11 million of
total revenues for the nine months ended Sept. 30, 2012, compared
with a net loss of $6.86 million on $603,186 of total revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $11.59
million in total assets, $5.05 million in total liabilities and
$6.54 million in total equity.

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

                        http://is.gd/Iyr9fD

                         About NYTEX Energy

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Whitley Penn LLP, in Dallas, Texas,
expressed substantial doubt about Nytex Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company is not in compliance with certain loan covenants
related to two debt agreements.


OHI INTERMEDIATE: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on OHI Intermediate Holdings Inc., a provider of
wood preservation and treatment technology, utility services, and
railroad infrastructure services. The outlook is stable.

"At the same time, we assigned our 'B+' issue-level ratings (the
same as the corporate credit rating) and '4' recovery ratings to
the company's proposed $45 million revolving credit facility due
2017, $315 million term loan due 2018, and $40 million delayed
draw term loan due 2018. The recovery rating of '4' indicates our
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default," S&P said.

"Our ratings affirmation reflects that we still think leverage
will peak at lower than 4.5x despite the 'very aggressive'
financial policy of the equity sponsor, which includes paying a
debt-financed dividend a few months after acquiring OHI," said
Standard & Poor's credit analyst Robyn Shapiro. "We continue to
expect the company to generate positive free cash flow, with
credit metrics consistent with an 'aggressive' financial risk
profile, such as debt to EBITDA of about 4x and funds from
operations (FFO) to total debt in the low-teens percent area. We
expect modest improvements in credit metrics over the next few
years, given the cash flow sweep requirement in the credit
agreement, our assumptions for gradual EBITDA improvements, and
our expectation that management will approach growth prudently".

"The ratings on OHI reflect our assessment of the company's
business risk profile as 'weak' and financial risk profile as
'aggressive.' Supporting the business profile is the company's
estimate of significant market share in the niche markets for its
utility pole inspection and treatment services and its wood
treatment preservation technology. The aggressive financial risk
profile reflects the company's private-equity ownership," S&P
said.

"OHI, in its utility services segment, provides utility pole
inspection and treatment services to utilities and municipalities
in the U.S. Demand for the company's services in this segment
comes from the utilities' regulations to ensure infrastructure
safety and reliability. U.S. utility infrastructure is aging, and
increase in utility customers' outsourcing of needed maintenance
should push continued growth in this business. In the legacy niche
wood preservative chemicals industry, demand for the company's
product can vary with discretionary outdoor residential repair and
remodeling spending," S&P said.

"Finally, we expect demand for the company's railroad
infrastructure services, including bridge inspection, engineering,
maintenance, repair, and construction services, to remain
relatively consistent over time as aging rail infrastructure,
increased tonnage of railcars, and regulatory mandates continue to
propel demand for the company's services. We assume the company
will make small acquisitions in some or all of these segments,"
S&P said.

"The company's cash flows benefit from the recurring maintenance
contracts in its utilities and railroad infrastructure services
businesses. However, a portion of the railroad business contract
work is on a lump-sum basis. We view these types of contracts as
more risky than cost-reimbursable work because of the possibility
of cost overruns. Although the company has a good track record
on recent work, project execution is a critical risk inherent in
construction and can result in high variability in reported
results," S&P said.

"We expect margins to be generally stable, although volatility in
raw material costs (copper) in the company's wood preservation
business could affect margins and cash flow. We understand that,
to help dampen commodity cost volatility, the company buys forward
to hedge projected copper consumption," S&P said.

"The rating assumes the company continues its track record of
successfully mitigating raw material cost volatility through
hedging or passing on cost increases, albeit with some time lag,"
S&P said.

"Our financial risk profile assessment is based on OHI's new
capital structure. Pro forma for the acquisition and new debt
issuance, FFO to total debt is in the low-teens percent area and
we estimate debt to EBITDA is 4.2x. For the rating, we expect this
ratio to be less than 4x. We consider OHI's financial policies as
'very aggressive,' given the private-equity ownership," S&P said.

"Our stable rating outlook reflects our belief that OHI will
achieve positive free cash flow in 2012 and 2013, given the
relatively favorable trends in each of its business segments and
its track record of profitability," S&P said.

"However, we could lower our rating if free operating cash flow
generation were to become negative or if we believed that debt to
EBITDA would rise above 4.5x or higher rather than slowly
declining. This could occur as a result of an unexpected decline
in the wood preservation chemicals business or the company's
utilities services, the adoption of a more aggressive growth plan,
or a more shareholder-focused financial plan," S&P said.

"We consider an upgrade unlikely because we believe the company's
financial policies will remain aggressive under its private-equity
owners," S&P said.


ORIENTAL TRADING: S&P Puts 'B' Corp. Credit Rating on Watch Pos
---------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings,
including the 'B' corporate credit rating, on Omaha, Neb.-based
Oriental Trading Co. Inc. on CreditWatch with positive
implications.

"The CreditWatch placement follows the announcement that Berkshire
Hathaway Inc. [AA+/Negative/A-1+] entered into an agreement to
acquire OTC," said Standard & Poor's credit analyst Mariola
Borysiak. "It also reflects our expectation that we will raise our
corporate credit rating on OTC to 'BB-' from 'B'. The expected
two-notch upgrade reflects our view that OTC's financial risk
profile will benefit from the acquisition by much stronger
Berkshire Hathaway. We anticipate that all outstanding debt at OTC
will be paid off following the closure of the transaction."

"In addition, we believe OTC's recent efforts to revitalize the
company's brand will continue to propel operational gains and
support cash flow generation for the company," S&P said.

"We currently view OTC's business risk profile as 'vulnerable' and
its financial risk profile as 'aggressive' under our criteria. Pro
forma for the reduction of the company's term loan subsequent to
the June 30, 2012, quarter we estimate that leverage is about
2.7x," S&P said.

"The CreditWatch placement reflects our expectation that we could
raise our corporate credit rating on OTC to 'BB-' as a result of
the announced transaction and anticipation for continuous
profitability gains," S&P said.


PINNACLE AIRLINES: Flight Attendants Ratify 6-Year Contract
-----------------------------------------------------------
Pinnacle Airlines Flight Attendants, represented by the
Association of Flight Attendants-CWA (AFA) ratified a six-year
agreement that preserves wages, protects affordable health care
and provides job security for over 1,500 Flight Attendants. The
agreement includes $6.4 million in concessions demanded by
management through the Chapter 11 restructuring process.  The
agreement was reached with the assistance of the National
Mediation Board.

"Ratifying the Tentative Agreement does not mean we like it.
Ratifying the agreement means we understand the value of
preserving an enforceable contract, hourly wage rates, affordable
health care and job protections.  We worked with our professionals
to minimize the impact and write key protections into the contract
- and within onerous conditions we were successful.  Still, the
deck is stacked against the frontline workers who make Pinnacle
fly.  The Bankruptcy Section 1113 process for workers essentially
means having to pick your poison," stated Terry French, AFA
President at Pinnacle Airlines.

"Flight Attendants are doing our part to solve a problem we didn't
create.  And, we will continue our professional work as first
responders as we promote a positive future at Pinnacle.  We expect
Pinnacle management to do their part through their own sacrifices
and putting in place a successful plan for the future of our
airline," French said.

The agreement was ratified by 71 percent of Flight Attendants
voting.  The agreement will only take effect once concessions are
put in place for all work groups either through agreement or court
authority. Pinnacle Airlines, a Delta Connection carrier, filed
for bankruptcy in April.

The Association of Flight Attendants is the world's largest Flight
Attendant union. Focused 100 percent on Flight Attendant issues,
AFA has been the leader in advancing the Flight Attendant
profession for 67 years.  Serving as the voice for Flight
Attendants in the workplace, in the aviation industry, in the
media and on Capitol Hill, AFA has transformed the Flight
Attendant profession by raising wages, benefits and working
conditions.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PORTER HILLS: S&P Affirms 'BB-' Rating on Series 1998 Revenue Bond
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'BB-' long-term rating and
underlying rating (SPUR) on Grand Rapids Economic Development
Corp., Mich., and Michigan Strategic Fund's series 2003 auction-
rate securities. "At the same time, Standard & Poor's affirmed its
'BB-' long-term rating on Michigan Strategic Fund's series 1998
revenue bonds. Both series of bonds were issued for Porter Hills
Presbyterian Village (PHPV)," S&P said.

The outlook revision reflects S&P's view of various steps that
PHPV has taken to stem operating losses, which it believes will be
sustained as a result of the organization's investment in
complimentary services and further planned initiatives to minimize
expense growth, said Standard & Poor's credit analyst Avanti Paul.

The 'BB-' rating reflects S&P's view of PHPV's:

-- Improved occupancy in fiscal 2012, which S&P anticipates will
    continue as a result of the conversion of a few units to
    provide higher levels of care meeting community needs;

-- Investment in complementary programs to diversify revenue and
    further expand the organization;

-- Sufficient excess income in fiscal 2012, generating good 1.8x
    adjusted maximum annual debt service coverage in fiscal 2012;
    and

-- Low capital spending and a lack of major capital plans funded
    with debt or cash.


POST STREET: Approved to Sell Substantially All Assets
------------------------------------------------------
The Hon. Thomas E. Carlson of the U.S. Bankruptcy Court for the
Northern District of California authorized Post Street, LLC, et
al., to:

   i) sell substantially all of its assets pursuant to a Purchase
      and Sale Agreement, dated Aug. 8, 2012, between the Debtors
      and TIAA-CREF Global Investments LLC, and assigned by TIAA-
      CREF Global to Teachers Insurance and Annuity Association of
      America, a New York corporation by way of that certain
      Assignment of Purchase and Sale Agreement and Escrow
      Agreement dated Aug. 16, 2012, between TIAA-CREF Global and
      purchaser, for $79,200,000 million in cash plus or minus
      pro-rations and other adjustments provided for in the PSA;
      and

  ii) assume and assign certain executory contracts.

The Court was informed that no objections to the motion have been
filed, and that the Debtors and secured creditor Post Investors
LLC's have resolved their disputes.

The Court has ordered that in the event the closing of the sale of
the purchased assets does not timely occur and the payment amount
is not delivered to Post Investors by federal funds wire transfer
by 5 p.m. PDT on Sept. 28, 2012, then the order will be null and
void.  The deadline will only be extended by all parties hereto,
by the signing of a written stipulation filed with the Bankruptcy
Court prior to Sept. 28.

According to the Debtor's case docket dated Sept. 26, the Court
has approved a stipulation relating to a grief extension of the
Sept. 28, deadline.

The Court has entered an order confirming the Debtors' Second
Amended Plan of Reorganization, as modified Sept. 17, 2012.

                       About Post Street LLC

Post Street LLC, based in San Francisco, California, filed for
Chapter 11 bankruptcy (Bankr. Case No. 11-32255) on June 15, 2011.
Judge Thomas E. Carlson presides over the case.  Jeffrey C.
Krause, Esq., Eric D. Goldberg, Esq., H. Alexander Fisch, Esq.,
and Michael S. Neumeister, Esq., at Stutman, Treister and Glatt,
in Los Angeles, serves as the Debtor's bankruptcy counsel.
Nossaman LLP serves as special litigation counsel.  In its amended
schedules, the Debtor disclosed assets of $280,815 plus unknown
amount and liabilities of $56,092,852 as of the Chapter 11 filing.
The petition was signed by Stanley W. Gribble, authorized agent.

Affiliate Post 240 Partners, LP, aka Festival Retail Fund 1 228
Post Street, LP, filed for Chapter 11 bankruptcy (Bank. N.D.
Calif. Case No. 11-33788) on Oct. 19, 2011.  The Debtor estimated
both assets and debts of $50 million to $100 million.

Post Street, LLC, and Post 240 Partners, L.P., own 34.41% and
65.59% tenant in common interests, respectively, in a building
located at 228-240 Post Street, Union Square, San Francisco.

The Debtors' Plan Plan is premised on an immediate infusion of
cash, as new capital to the Debtors, provided by Stanley W.
Gribble, which, together with the Debtors' Cash on hand, will be
used by the Debtors, and will be in a sufficient amount, to fund
the Brooks Brothers Work, establish a working capital reserve for
the Debtors, and pay all Administrative Priority Claims and
Priority Tax Claims.


QUALTEQ INC: Court OKs Vmark Sale to Brazil's Valid USA
-------------------------------------------------------
Vmark, Inc. and certain of its affiliates  disclosed that the
United States Bankruptcy Court for the Northern District of
Illinois has approved Vmark's agreement with security solutions
provider Valid USA, Inc., a wholly owned subsidiary of Valid S.A.
(mf&fbovespa:VLID3), for Valid USA to purchase substantially all
of the operating assets of the Vmark companies, including
Versatile Card Technology, Inc., Qualteq, Inc. (d/b/a VCT-New
Jersey, Inc.), Creative Automation, Unique Mailing Services, Inc.,
Global Card Services, Inc., Unique Embossing Services, Inc.,
Automated Presort, Inc., Fulfillment Xcellence, Inc., Unique Data
Services, Inc., and Veluchamy, LLC, for consideration valued at
approximately $51.2 million in the aggregate. The Court's approval
is an important step in the sale process initiated by Vmark under
section 363 of the United States Bankruptcy Code. The sale
agreement is subject to customary closing conditions, with Vmark
anticipating a closing on or before November 30, 2012.

"I would like to thank the Vmark employees for their dedication
throughout the chapter 11 process.  Their hard work has made this
sale possible," declared Mr. Fred C. Caruso, Vmark's court-
appointed Trustee.

"We are pleased and honored to have achieved this important
milestone and we look forward to welcoming the Vmark customers,
employees and partners into the Valid family, thereby
strengthening our ability to meet today's and tomorrow's needs in
the rapidly emerging digital economy," announced Sidney Levy, the
Chairman of Valid.

The Vmark companies operate across 7 facilities with 1,200
employees, principally around Chicago, Illinois and in South
Plainfield, New Jersey.

A publicly-traded Brazilian company, Valid is present in all
Brazilian states and is expanding operations around the world,
with its brand already recognized and respected in countries
including Argentina, Spain and the United States.  With a market
capitalization of more than US$1 billion, and more than 5,000
employees, Valid is a proven market leader in meeting the demands
for cyber and information security which has made the Valid
trademark a byword for trust and credibility.

PricewaterhouseCoopers Corporate Finance, LLC, Hilco Real Estate
LLC, and Kirkland & Ellis LLP advised the Trustee in connection
with the transaction. Dreifus Associates, Ltd., Inc. served as
industry advisor to Valid, and Deutsche Bank, Deloitte LLP and DLA
Piper LLP (US) provided financial and legal advice to Valid.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Lowenstein Sandler PC represents the
Committee.  Eisneramper LLP serves as its accountants and
financial advisors.

As reported in the Troubled Company Reporter on Feb. 23, 2012,
Delaware Bankruptcy Judge Kevin J. Carey granted the request of
Bank of America, N.A., to transfer the venue of the Chapter 11
cases to the U.S. Bankruptcy Court for the Northern District of
Illinois.

Fred C. Caruso, the Chapter 11 Trustee, tapped Hilco Real Estate,
LLC, as real estate advisors.

The Debtors' Third Amended Joint Plan of Reorganization provides
that on or after the Confirmation Date, the applicable Debtors or
Reorganized Debtors may enter into Restructuring Transactions and
may take actions as the Debtors or the Reorganized Debtors
determine to be necessary or appropriate to (i) effect a corporate
restructuring of their respective businesses; (ii) to simplify the
overall corporate structure of the Reorganized Debtors; or (iii)
to preserve the value of any available net operating losses and
other favorable tax attributes; or (iv) to maximize the value of
the Reorganized Debtors, all to the extent not inconsistent with
any other terms of the Plan or existing law.


QUIGLEY CO: Seeks Two-Week Voting Time Extension for Ch. 11 Plan
----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Pfizer Inc. unit
Quigley Co. Inc. asked a New York bankruptcy judge Monday to
extend the voting deadline on its Chapter 11 plan by two weeks,
saying Hurricane Sandy's aftermath has disadvantaged creditors in
the Northeast, who have requested more time.

According to Bankruptcy Law360, Quigley filed a motion asking U.S.
Bankruptcy Judge Stuart M. Bernstein to extend the deadline by
which holders of claims against it must vote to accept or reject
its fifth amended plan of reorganization from Nov. 16 to Nov. 30.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestors claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.


REEVES DEVELOPMENT: Files for Chapter 11 in Louisiana
-----------------------------------------------------
Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana on Oct. 30.

The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

The Debtor has filed an application to employ Arthur A. Vingiello
and the law firm of Steffes, Vingiello & McKenzie, LLC, in Baton
Rouge, as counsel.

The Debtor estimated assets and debts of $10 million to
$50 million.  According to the docket, the formal schedules of
assets and liabilities and statement of financial affairs are due
Nov. 13.

Affiliate Reeves Commercial Properties LLC also sought court
protection.


RESIDENTIAL CAPITAL: U.S., Ally Object to Ocwen $3BB Purchase
-------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
the U.S. is worried Ocwen Financial Corp. won't abide by a home-
lending industry overhaul that was "designed to protect homeowners
from future occurrences of mortgage-related abuse and fraud" when
it takes over Residential Capital LLC's servicing platform as part
of a $3 billion deal.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.

ResCap sold its assets at auctions that started Oct. 23.  The
partnership of Ocwen Financial Corp. and Walter Investment
Management Corp. won the auction for the mortgage-servicing and
origination assets.  Their $3 billion offer defeated the last bid
of $2.91 billion from Fortress Investment Group's Nationstar
Mortgage Holdings Inc.  Nationstar was the stalking horse bidder.
The $1.5 billion offer from Warren Buffett's Berkshire Hathaway
Inc. was declared the winning bid for a portfolio of loans at the
auction on Oct. 25.  The hearing to approve the sales is set for
Nov. 19.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000 ).


RG STEEL: Court Approves Settlement With W.V. Insurance Commission
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the settlement agreement between WP Steel Venture LLC, et al., and
the State of West Virginia Offices of the Insurance Commission
regarding the motion of the Commissioner for relief from the
automatic stay to enforce its lien against a 52-week Treasury Bill
in the principal amount at maturity of $7,057,000.50 that RG Steel
Wheeling, LLC, deposited with the State of West Virginia
Treasurer's Office as collateral for the Company's obligations and
liabilities under the State of West Virginia Workers' Compensation
Act.

In its motion for relief from the stay, the Commissioner argued
that the funds from the collateral are necessary to cover RG Steel
Wheeling LLC's workers' compensation obligations and to avoid
passing those costs onto other employers or West Virginia and its
taxpayers.  Further, the Commissioner argued that the Debtors lack
any equity in the collateral because "the actuarially-based
calculation of the amount of RG Steel Wheeling's obligations to
pay workers' compensation claims and benefits to its injured
workers in the future, together with its other obligations under
the workers' compensation program -- $13,549,078 in the aggregate
-- exceeded the value of the Treasury Bill."

The Debtors filed a limited objection from the motion consenting
to the use of RG Steel Wheeling's collateral to pay for the
Company's workers' compensation obligations, but requesting, in
part, that the Court require the Commissioner to (1) substantiate
its claims that the Debtors lack any equity in the collateral with
appropriate documentation; and (2) provide a detailed accounting.

On Sept. 26, 2012, the Commissioner revoked RG Steel Wheeling
self-insured status and ordered RG Steel Wheeling to obtain
insurance for its workers' compensation obligations amounting to
$13,549,078.

The parties agree, among other things, that:

   1. Upon Bankruptcy Court approval of the Settlement Agreement,
      the automatic stay will be terminated solely for the purpose
      of permitting the Commissioner to enforce its liens against
      the collateral and, subject to the terms of the Agreement,
      to set off the proceeds against RG Steel Wheeling's
      obligations and liabilities under the West Virginia Workers'
      Compensation Act.

   2. Upon the request of the Debtors, the Commissioner will
      provide a report of (a) the payments made on account of RG
      Steel Wheeling's workers' compensation claims, (b) the
      annual updated estimate of the Company's workers
      compensation claims, inclusive of the obligations or
      liabilities of or arising from W-P Coal Co., (c) the
      interest accrued on account of the Company's defaults in the
      payment of such claims, and (d) the costs and expenses
      incurred by the Commissioner in connection with the
      administration of the Company's workers' compensation
      claims.

   3. If either (a) the payment in full of the Company's workers'
      compensation claims (exclusive of the obligations or
      liabilities of or arising from W-P Coal Co.) or (b) a report
      establishes that the collateral exceeds the Company's
      obligations (exclusive of the obligations or liabilities of
      or arising from W-P Coal Co.), the Debtors may apply to the
      Bankruptcy Court for the return of such excess to RG Steel
      Wheeling.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: Can Apply Citi Parties' Cash Collateral to WCI L/C Fees
-----------------------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to authorize and approve the stipulation
by and among Debtor RG Steel Warren, LLC, Citicorp USA, Inc., and
Citibank, N.A., permitting the remaining cash collateral in the
amount of $300,472 to be applied to outstanding letter of credit
fees incurred by WCI Steel, Inc., a predecessor of RG Warren, in
the amount of $72,480.

Other than the outstanding WCI L/C Fees, the WCI L/C Obligations
have been satisfied in full.

Pursuant to the Stipulation, within 5 business days following the
application of the cash collateral to the outstanding WCI L/C
Fees, and a contingent reserve of $8,000 as security for other
fees that may be owing to the Citi Parties under the Cash
Collateral Agreement, the Citi Parties will return cash collateral
remaining after the final application.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.




RITZ CAMERA: Taps Hilco to Sell Topeka, Kansas Property
-------------------------------------------------------
Ritz Camera & Image L.L.C., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Hilco Real
Estate, LLC, as exclusive real estate agent for the sale of
certain real property located in Topeka, Kansas; and waive certain
reporting requirements.

On Aug. 24, 2012, the Court authorized the employment of Hilco IP
Services, LLC, doing business as Hilco Streambank, to serve as
exclusive sales and marketing agent to the Debtors for non-core
intellectual property.  On Sept. 25, 2012, the Court authorized
the expansion of services of Hilco Streambank, to serve as
exclusive sale and marketing agent for core intellectual property.

The Debtors are liquidating their remaining assets.  The Debtors
determined that the sale of the real property separate from the
sale processes for the Debtors' other remaining assets is the best
way to maximize the sale price of the real property.

The Debtors agreed to pay Hilco Real according to these fee
structure which includes, among other things:

   -- In the event the real property is sold, Hilco Real will earn
      a fee equal to 4.5% of the gross sale proceeds;

   -- Hilco Real will be paid $30,000 for negotiating the termsof
      an asset purchase agreement with the LOI Third party for the
      sale and purchase of the real property;

   -- In the event the real property is sold to LOI Third party or
      another third party for total consideration of more than
      $2.2 million, in addition to the Topeka Property Base Fee,
      Hilco Real will receive an incentive fee equal to 10% of the
      total consideration received by the Company in excess of
      $2.2 million.

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

A hearing on Nov. 28 at 3 p.m. has been set.  Objections, if any,
are due Nov. 12, at 4 p.m.

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sold digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  When it filed for bankruptcy,
Ritz Camera intended to shut 128 locations and cut its staff in
half.  Included in the closing are 10 locations in Maryland and 4
in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.  The Debtors owe not less
than $16.32 million for term and revolving loans provided by
secured lenders led by Crystal Finance LLC, as administrative
agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, pursuant to
Section 1102(a)(1) of the Bankruptcy Code, appointed six persons
to Official Committee of Unsecured Creditors.


SAHARA MOTEL: Files for Bankruptcy in New Jersey
------------------------------------------------
Carla Main at Bloomberg news reports that the Sahara Motel LLC
filed for bankruptcy in Camden, New Jersey (Bankr. D.N.J. Case No.
12-36557) on Nov. 7, citing less than $50,000 in assets and at
least $1 million in debts.

According to the report, the Debtor operates a family motel
located near the beach and boardwalk at the Jersey Shore town of
North Wildwood, according to a website maintained by area motels.

"There have been ongoing negotiations between the debtor and the
lender," said Brian Hofmeister, a lawyer for the Sahara Motel, who
said he was recently brought into the case on "an emergent basis"
and therefore wasn't certain whether Hurricane Sandy played a role
in the filing.

The Bloomberg report discloses that North Wildwood is located in
Cape May County, New Jersey, a region hit hard by Hurricane Sandy
Oct. 29.  510 East 18th Avenue is the largest secured creditor,
holding a mortgage on the motel in the approximate amount of
$1.4 million, Mr. Hofmeister said.


SATCON TECHNOLOGY: Wins Further Approval to Use Cash Collateral
---------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that Satcon Technology Corp. has obtained a
second interim, or temporary, court order allowing it to use cash
collateral.

According to the report, Silicon Valley Bank, the Debtor's senior
secured lender, agreed to the terms of the interim order.  The
order states that Satcon and its co-debtor units agree with
Silicon Valley Bank that they are responsible "as of" Oct. 16
under the senior pre-petition loan agreement for the approximate
amount of $14.536 million "plus accrued interest in the
approximate amount of $88,896," as well as other fees and costs
owed under the agreement, according to court papers.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.

In the past three years, the stock's high of $43.92 on Jan. 18,
2011.  The day before bankruptcy, the stock closed at 35 cents.
On Nov. 7, the stock fell 14% to close at 17.5 cents on the Nasdaq
Stock Market.


SCHIFF NUTRITION: Moody's Reviews 'B1' CFR for Upgrade
------------------------------------------------------
Moody's Investors Service placed Schiff Nutrition International,
Inc.'s B1 Corporate Family and B2 Probability of Default Ratings
as well as its B1 Senior Secured ratings under review for upgrade.
This follows the company's announcement that it has entered into
an agreement to be acquired by Bayer HealthCare LLC (a wholly
owned subsidiary of Bayer AG -- A3 senior unsecured rating) for
approximately $1.1 billion in cash. The review for upgrade
reflects the potential for Shiff to be acquired by a company with
a much stronger credit profile. The transaction, barring any
superior offers made for the company, is expected to close by the
end of 2012.

Moody's review will focus on any structural enhancements, debt
protection features, or additional support from Bayer that may
result from an amendment to the bank facilities should the
acquisition close as contemplated. To the extent Bayer chooses to
repay the facilities, ratings on Schiff's existing debt will be
withdrawn.

Ratings placed under review for upgrade are as follows:

  Corporate family rating of B1;

  Probability of default rating of B2;

  $60 million senior secured revolver expiring 2017 rated B1
  (LGD 3, 33%), and

  $140 million senior secured term loan due 2019 rated B1 (LGD 3,
  33%)

Ratings Rationale

Schiff's B1 Corporate Family and B2 Probability of Default ratings
(currently under review for upgrade) reflect its relatively small
scale and the inherent business risks of negative publicity and
product liability associated with the VMNS industry. The rating is
also constrained by significant customer concentration with Costco
and Walmart, as well as a certain amount of event risk of debt-
funded acquisitions as the industry consolidates. Schiff also
operates in an intensely competitive product category with very
large competitors. The ratings take into account the relatively
balanced branded portfolio of VMNS products and favorable
demographic trends supporting continued growth in the industry.
Further, the ratings incorporate Schiff's good EBITA margins,
modest leverage and low-capital expenditures. Schiff's proven
ability to innovate and differentiate its branded products,
coupled with its longstanding customer relationships in the mass
retail channel, are credit positives that support the ratings.
Moody's believes that the favorable demographic trends for VMNS
products will continue to grow and that Schiff's product
categories are well positioned to benefit from those trends

For an upgrade (independent of the possible acquisition by Bayer
Healthcare), Schiff would need to increase its scale significantly
beyond its current level and demonstrate strong organic growth and
good liquidity. Financial metrics would also need to remain strong
such that debt-to-EBITDA can be sustained below 3.5 times and
EBITA-to-interest sustained above 3 times.

Schiff's ratings could be downgraded if the company's financial
performance deteriorates as a result of unexpected weakness in its
portfolio, material supply chain disruptions, aggressive debt
funded acquisitions, or any material product recalls or liability
claims. Erosion in interest coverage, leverage sustained above 5
times, or any deterioration in liquidity are all additional
factors that could contribute to a downgrade.

The principal methodology used in rating Schiff was the Global
Packaged Goods Industry Methodology published in July 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.

Schiff, headquartered in Salt Lake City, Utah, develops,
manufactures, markets and distributes branded and private label
vitamins, minerals and nutritional supplements in the U.S. and
abroad. Key brands include Schiff Move Free(R), Schiff(R)
Vitamins, Schiff MegaRed(R), Schiff Mega-D3(R), Tiger's Milk(R),
Schiff Sustenex(R), and Schiff Digestive Advantage(R). For the
twelve months ended August 31, 2012 the company generated revenue
of about $286 million.


SCOTSMAN INDUSTRIES: S&P Puts 'B+' Corp. Credit Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Vernon
Hills-Ill. based ice machine manufacturer Scotsman Industries
Inc., including its 'B+' corporate credit rating, on CreditWatch
with positive implications.

"The CreditWatch listing reflects our opinion that credit quality
could improve following the transaction, which we believe could
occur before the end of the year," said Standard & Poor's credit
analyst John Sico. "Our view is supported by the strategic
acquisition by a much more broadly diverse global food service
equipment manufacturer that should enhance the business risk
profile and by less aggressive financial policies absent private
equity ownership," S&P said.

"We will likely withdraw our corporate credit rating on Scotsman
Industries when the transaction closes. We expect that the current
bank debt outstanding will repaid at the close of the deal and we
will withdraw our ratings on this debt," S&P said.


SECURITY NATIONAL: Bank of America Balks at Plan Disclosures
------------------------------------------------------------
Bank of America, N.A., as administrative agent for the lenders,
has asked the U.S. Bankruptcy Court for the District of Delaware
to deny approval of the Disclosure Statement explaining Security
National Properties Funding III, LLC, et al.'s proposed Chapter 11
Plan.

According to Bank of America, the Disclosure Statement dated
April 24, 2012, fails to provide adequate information regarding
the most fundamental and essential components of the Plan.
Further, the Disclosure Statement describes a plan that cannot be
confirmed.

Bank of America noted that the proposed treatment of lenders'
claim under the Plan, which includes a 7 year loan amortized over
25 years at an absurdly low proposed 3.875% per annum interest
rate, will not be able to meet the fair and equitable test under
Section 1129(b) of the Bankruptcy Code.

Further, Bank of America said that the lenders will have a
substantial deficiency claim against each Debtor but one, which,
upon a review of the Debtors' schedules, will give the lenders
over a third of the total amount of non-insider unsecured claims
with respect to each Debtor.  Moreover, the Debtors will not have
sufficient cash flow to pay the lenders' claims.

                      About Security National

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Andrew R. Remming, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc.
serves as the Debtors' claims and notice agent.  The Debtors'
scheduled assets total $24,758,433 while scheduled liabilities
total $354,657,501.

The U.S. Trustee for Region 3 was unable to form an official
committee of unsecured creditors.


SECURITY NATIONAL: Bank of America Wants Lift Stay on Collateral
----------------------------------------------------------------
Bank of America, N.A., as administrative agent for the lenders,
has asked the U.S. Bankruptcy Court for the District of Delaware
to:

   -- value its collateral in the Chapter 11 cases of Security
      National Properties Funding III, LLC, et al., in light of
      the proposed disposition or use of the property, and in
      conjunction with any hearing on the disposition or use or on
      a plan; and

   -- grant relief from the automatic stay in the Debtors' primary
      assets, i.e. 33 income-producing real properties.

Bank of America said that valuation of the properties is needed in
relation to the Bank's stay relief motion to determine whether any
of the Debtors lack equity in the properties.

Bank of America asserted that cause exist for relief of stay
because, among other things: (i) the Debtor does not have any
equity in the property, and the properties are not necessary for
effective reorganization; (ii) the Debtors' plan is not feasible;
and (iii) the lenders' interest in the collateral is not
adequately protected.

                      About Security National

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Andrew R. Remming, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc.
serves as the Debtors' claims and notice agent.  The Debtors'
scheduled assets total $24,758,433 while scheduled liabilities
total $354,657,501.

The U.S. Trustee for Region 3 was unable to form an official
committee of unsecured creditors.


SPICY GOURMET: Board Approves Name Changed to BullsnBears.com
-------------------------------------------------------------
Spicy Gourmet Manufacturing, Inc. announced that on Oct. 20, 2012,
its Board of Directors approved a change in name of the Company to
BullsnBears.com, Inc., effective at the close of business on
Nov. 15, 2012.  This corporate action was ratified on Oct. 20,
2012, by holders of a majority of the shares of Common Stock of
SPICY acting on written consent.  The Certificate of Amendment
will be filed with the State of Delaware, with the action to take
effect on Nov. 15, 2012. Spicy also announced that it has
relocated its headquarters to Delray Beach, Florida.  The new
address is:

         4731 W. Atlantic Ave., Suite 7
         Delray Beach, FL 33445.
         Tel: (561) 265-5657

These changes reflect its change in business focus from the
Manufacturing of Spice Mills, to building and deploying a
financial networking community for both companies and individual
investors.  This system/portal will fulfill a current need in the
market place, providing a secure and unbiased social media
platform available to both novice and professional investors.

                 About Spicy Gourmet Manufacturing

Spicy Gourmet Manufacturing, Inc., was organized under the laws of
the State of Delaware on Dec. 30, 2010.  The Company was
established as part of the Chapter 11 reorganization of Spicy
Gourmet Organics, Inc.  Under SGO's Plan of Reorganization, as
confirmed by the U.S. Bankruptcy Court for the Central District of
California, the Company was incorporated to: (1) receive and own
any interest which SGO had in the manufacturing of spice mills and
similar products; and (2) issue shares of its common stock to
SGO's general unsecured creditors, to its administrative
creditors, and to its shareholder.  The Company has been in the
development stage since its formation and has not yet realized any
revenues from its planned operations.


TEREX CORP: Moody's Rates New $850MM Senior Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Terex
Corporation's new $850 million senior unsecured notes and affirmed
the company's B2 Corporate Family Rating (CFR) and Probability of
default rating (PDR). The rating on the company's current senior
unsecured notes was downgraded to B3 while the senior credit
facility was affirmed at Ba2. The rating outlook was changed to
positive from stable to reflect the expectation improving credit
metrics. The company's Speculative Grade Liquidity Rating (SGL)
was changed to SGL-3 from SGL-2 partially as a result of recent
debt paydowns that have reduced its cash balances and to a lesser
degree increased working capital requirements that are expected to
accompany higher sales.

Ratings Rationale

The rating outlook was changed to positive from stable reflecting
the expectation that Terex's operating performance and credit
metrics will continue to improve as demand strengthens and the
company continues to focus on margins and efficiency. The
affirmation of the B2 CFR and PDR reflects the expectation for
ongoing improvement in most of Terex's operating segments.
Moreover, Moody's believes that the execution risks associated
with the company's acquisition of Demag Cranes AG ("Demag") are
mostly behind the company and that Demag will improve Terex's
product portfolio in the important and growing port and industrial
markets. The change in the company's SGL rating to SGL-3 from SGL-
2 reflects the company's lower cash balances, increased letters of
credit usage, and the expectation that working capital use will
increase over the next 12 months. The company's liquidity benefits
from revolver availability, an improved debt maturity ladder and
modest free cash flow.

Proceeds from the $850 million senior unsecured issuance will go
towards refinancing the company's $800 million in subordinated
notes. The refinancing will extend the company's debt maturity
waterfall and will also change its liability waterfall. The
company's first lien credit facility was affirmed at Ba2 and
reflects its position in the company's capital structure as it
relates to its debt liability waterfall.

Assignments:

  Issuer: Terex Corporation

    Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD4,
    68%)

Downgrades:

  Issuer: Terex Corporation

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

    Senior Unsecured Regular Bond/Debenture, Downgraded to B3
    (LGD4, 68%) from B2 (LGD3, 47%)

Affirmations:

  Issuer: Terex Corporation

    Senior Subordinated Conv./Exch. Bond/Debenture, Affirmed at
    Caa1 (LGD6, 95%) ($800 million notes due 2017 to be withdrawn
    upon close)

    Senior Secured Bank Credit Facility, Affirmed at Ba2 (LGD2,
    16%)

  Issuer: Terex International Financial Services Co.

    Senior Secured Bank Credit Facility, Affirmed at Ba2 (LGD2,
    16%)

Outlook Actions:

  Issuer: Terex Corporation

    Outlook, Changed To Positive From Stable

  Issuer: Terex International Financial Services Co.

    Outlook, Changed To Positive From Stable

The positive outlook could be under pressure or the ratings could
be downgraded if the company's cash flow meaningfully weakens or
if sales were to weaken. EBITDA to interest under 2 times, or Debt
to EBITDA above 5 times could also result in a change in outlook
or even the rating. Meaningfully negative free cash flow or a
weakening of the company's liquidity could pressure its rating.

The ratings could be upgraded if the company's leverage improved
to under 4x or EBITDA/interest coverage metric improvement
sustained over 3.5x. Positive free cash flow, if sustainable,
could support positive traction.

The principal methodology used in rating Terex was the Global
Heavy Manufacturing Rating Industry Methodology published November
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.

Terex Corporation, headquartered in Westport, CT, is a diversified
global manufacturer supporting the construction, mining, utility
and other end markets. LTM revenues for through September 2012
totaled over $7 billion.


TEREX CORP: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Terex Corp. The outlook is stable. "We also
lowered our rating on the company's existing senior unsecured
notes to 'B+' from 'BB-'. The recovery rating has been revised to
'5', indicating our expectation for modest (10%-30%) recovery in a
default scenario, from '4'," S&P said.

"At the same time, we assigned 'B+' issue-level and '5' recovery
ratings to the company's proposed $850 million senior unsecured
notes, which are to be issued through separate U.S. dollar-
denominated and euro-denominated offerings. Both the U.S. dollar
and euro issues will be guaranteed by Terex Corp. and certain
wholly owned domestic subsidiaries. The U.S. dollar notes will be
issued by Terex Corp. The issuer of the European notes is Terex
International Financial Services Co., an Irish subsidiary of Terex
Corp.," S&P said.

"The downgrade of Terex's unsecured notes reflects the increased
amount of outstanding notes after the transaction that reduces
recovery prospects for this class of debtholder," said Standard &
Poor's credit analyst Dan Picciotto. "We affirmed our other
ratings on the company because we believe operating performance
will continue to improve next year, bringing credit measures in
line with our expectations for the rating. Terex expects to use
proceeds from the issuance to refinance $800 million of
subordinated notes due 2017 and to pay related fees and expenses."

"The ratings on the Westport, Conn.-based construction and
industrial equipment manufacturer reflect Standard & Poor's
assessment of the company's 'aggressive' financial risk profile
and 'fair' business risk profile. We expect that operating
performance will continue to improve in 2013 as the global economy
continues its slow recovery. The company should also benefit
from its acquisition of 82% of the shares of Demag Cranes AG (not
rated), a Germany-based supplier of industrial cranes, port
technology, and related services, in August of 2011 for about $1.1
billion. We expect Terex to generate about $7.5 billion in sales
and for its adjusted EBITDA margin in 2012 to be about 9%,
benefiting from higher volumes and its 2011 restructuring. Next
year, we forecast revenue growth to decelerate to the mid-single
digits but expect continued modest improvements in profitability
to result in 10% or higher adjusted EBITDA margin," S&P said.

"We believe this will support improved credit measures, including
adjusted debt to EBITDA of less than 4x and funds from operations
(FFO) to total debt of about 20%, which would meet our
expectations for the rating after several years of very weak
credit measures," S&P said.

Terex manufactures a broad range of equipment for the construction
and infrastructure industries. The company operates in the highly
cyclical and competitive construction equipment industry, and its
profitability can be volatile. However, we expect it will maintain
good positions in some niche construction-related markets--such as
its No. 2 position in the aerial work platform market. Terex has
good geographic diversity. Europe and the U.S. each account for
close to 30% of sales, and about 40% comes from the rest of the
world. Terex also has decent product diversity across its five
reporting segments," S&P said.

"We consider Terex's financial risk profile to be aggressive
because of its acquisitive strategy and our expectation for
significant swings in cash flow generation through the operating
cycle. Credit measures have recently been weak for the rating in
recent years, but we expect them to meet our expectations in 2013.
At the rating, we expect Terex to maintain FFO to total debt of
15%-20%, but metrics are likely to be volatile. Decent cash
balances and a manageable maturity profile also support the
ratings. Terex has also increased its credit offering to customers
through Terex Financial Services (TFS). The scale of this
operation is modest, with about $142 million in assets at the end
of the third quarter, and we do not anticipate rapid growth in the
near term," S&P said.

"The outlook is stable. We believe credit measures are likely to
meet our expectations for the rating within about one year. We
expect a sizable tax payment--the company disclosed about $124
million through the third quarter of 2012 related to the sale of
Bucyrus in 2010--to limit improvement in FFO this year, keeping
FFO to total debt at about 10%. Still, we expect FFO to total debt
of about 20% and adjusted debt to EBITDA of less than 4x by the
end of 2013," S&P said.

"We could lower the ratings if additional debt were likely to
result in FFO to total adjusted debt less than 15% in 2013 and
excess cash balances were not significant. We could raise the
ratings if the company generates adjusted FFO to total debt of 20%
and we expect further, sustained improvement that would result in
meaningfully positive free cash flow generation of $200 million or
more annually, on average, for the next few years," S&P said.


THINKEQUITY LLC: Files for Chapter 7 Liquidation
------------------------------------------------
ThinkEquity LLC filed to liquidate in bankruptcy (Bankr. D. Del.
Case No. 12-13034) on Nov. 7, about three weeks after the San
Francisco-based investment bank closed its stock-trading business.

Bankruptcy Law360 says the company, which listed $7 million in
assets against $3.2 million of debt in its Chapter 7 petition,
began winding down the business on Oct. 17, according to Eliza
Sporn Fromberg, a managing director at the firm. It had around 100
employees at the time, she said.

Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that ThinkEquity Chief Executive Officer
Greg Wright said Oct. 17 that the company was closing its stock-
trading business amid a market slump and preparing to transfer its
remaining investment-banking unit to another firm.  He declined to
identify the other firm at the time.

The Bloomberg report discloses that ThinkEquity, which employed
about 100 people, joined other firms closing or shrinking their
stock-trading businesses as investors trade less and pay lower
commissions.


TOLL ROAD: Moody's Affirms 'Ba1' Underlying Rating; Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 underlying rating
on the Toll Road Investors Partnership II LP's (TRIP II, or the
project) Dulles Greenway Project Revenue Bonds. The rating outlook
is negative.

Ratings Rationale

The Ba1 rating reflects the essential service the road provides by
connecting Loudoun county to Washington DC, the growing service
area and high resident income levels that should support some
traffic growth and toll increases over time; the Virginia State
Corporation Commission's (SCC) continuous support for toll
increases that are at least on par with economic growth; the
project's flexible debt service schedule and strong liquidity. The
Ba1 rating also reflects the project's significant
underperformance compared to original traffic and financial
projections; the highly leveraged structure resulting in poor
financial metrics; the possible public opposition to future rate
increases given the already expensive tolls, and Moody's
expectation that the project will be unable to meet future total
debt service requirements through toll increases alone.

TRIP II's bonds are rated Baa2 based upon the financial strength
of the insurer, National Public Finance Guarantee (NPFG, rated
Baa2, formerly MBIA).

The negative outlook reflects the expectation that traffic may
continue to experience additional declines given the federal
government cuts and budget uncertainties that may affect the
Washington DC service area. The negative outlook also reflects
Moody's expectation that financial margins will continue to
tighten as debt service escalates at a higher rate than revenue
growth.

The project has experienced a continuous trend of decline since
2005 with an annual average rate (AAR) of 4.5% through 2011.
Though recent traffic performance has seen the lowest declines
since 2005, traffic does not seem to have recovered yet. Average
daily traffic declined an additional 2.5% in 2011 and growth as of
September 2012 has been flat with a minor increase of 0.4%. The
extent of any recovery in the Dulles Greenway's traffic in the
near-term is difficult to predict given the budget uncertainties
on the service area economy. While the Washington DC service area
has experienced a modest recovery from the economic recession,
recovery may stall as a result of the spending reductions Congress
put in places in 2011, including federal job losses and reduced
military spending. Loudoun County is an affluent service area and
has and is expected to continue experiencing significant housing
growth. Though in the longer term, this growth should translate
into additional demand, the Dulles Greenway has largely
underperformed original traffic projections, making it difficult
to predict the extent to which housing growth will continue to
support traffic growth in the near-term.

The effect of TRIP II's poor traffic performance on its financial
performance is currently mitigated through annual toll increases,
a flexible debt service schedule, and strong liquidity. However,
the benefit of these strengths will deteriorate without recovery
in traffic in the near-term.

Unlike traffic, TRIP II's total revenues have increased at an
average annual rate of 6.6% since 2005, reflecting the benefit of
annual toll increases since 2005. Moody's expects the benefit of
toll increases will be more limited going forward. First, up until
2012, the project had benefited from rate increases higher than
economic growth as approved by the Virginia SCC, the entity that
grants the project the right to operate in the state. Starting in
2013 however, the increases will be limited to grow at the greater
of CPI +1%, GDP or 2.8%,until 2020, at which time, the state will
revisit the toll structure. Second, the road is currently one of
the most expensive in the US, with an average rate per transaction
of $4.25 in 2012 or 30.3 cents per mile compared to the adjacent
Dulles Toll Road's average rate of $2.00 or 14.3 cents per mile.
Though the SCC has demonstrated continuous support for toll
increases, which is a credit positive, the allowance for toll
increases after 2020 may be limited by public opposition to
significant increases on already expensive tolls.

The project is highly leveraged with negative FFO/debt, per
Moody's calculations, as of 2011, but also benefits from
flexibility in its debt service schedule. Debt service is growing
at higher rates than revenues. Total debt service in 2011 ramped
up by 27% while cash flows available for debt service grew only by
9.8% not including the one-time payment of $2 million the
Partnership made to its former operator AIV following its
termination of its operation and maintenance agreement. As a
result, the debt service coverage ratio (DSCR) of total debt
service in 2011 dropped to 1.16 times from 1.34 times in 2010.
Total debt service will grow 13% in 2012 and 7% from 2013-2015,
which are rates higher than historical revenue growth. As a
result, financial margins will continue to tighten if revenue
growth cannot keep up with the project's growing debt service
requirements.

The projected tightening of financial margins is mitigated by the
project's flexible debt service structure, which enables the
project to postpone a portion of its debt service obligations.
Debt service in 2011 totaled $44.3 million, of which amount $29.1
million was mandatory. The remainder constituted scheduled early
redemptions, which TRIP II is only required to make to the extent
sufficient excess cash flow is available. Mandatory DSCR in 2011
was1.77 times in contrast to the 1.16 times DSCR of scheduled debt
service. To date, the project has met its total scheduled debt
service requirements. Additionally, as of February 2012, the
project has made early retirements of its 1999B bonds totaling
$63.5 million using $34.3 million of surplus cash in its Early
Redemption Reserve Fund. This deleveraging measure will have a
significant impact in relieving pressure on margins by reducing
debt service during 2018 to 2021 though limited to only those
years. The flexible debt service structure and recent 3-year
reduction in leverage continue to support the Ba1 rating.

The tightening of financial margins is also mitigated by strong
liquidity. The project benefits from debt service and early
redemption reserves equal to maximum annual debt service and 50%
of maximum annual debt service respectively. As of February, 2012,
the project holds $39.7 million in the Senior Debt Service Reserve
and $42.4 million in the Early Redemption Reserve Fund. This
provides a total coverage of approximately 1.5 years of the
scheduled debt service and 2.5 years of the mandatory debt service
obligations from 2013 to 2015. Other reserves include an operating
reserve funded at 50% of next year's costs and an improvement fund
currently holding $6 million.

What Could Change the Rating - UP

While the rating is currently well-positioned, the outlook coulde
be revised to stable from negative if sustainable growth in
traffic resumes within the next 12 to 18 months. Longer term,
stronger traffic and revenue growth that improves DSCR of both
mandatory and scheduled debt service could exert upward rating
pressure.

What Could Change the Rating - DOWN

TRIP II's rating could face downward pressure if traffic declines
continue over the near term.

TRIP II is a special purpose company that owns a concession to
operate the Dulles Greenway, a 14-mile long toll road extending
westward through Loudoun County, VA (rated Aaa) from Dulles
Airport to the Town of Leesburg (rated Aa1). TRIP II was acquired
by Macquarie Infrastructure Group in September of 2005.

The last underlying rating action was on June 27, 2011 when the
rating was downgraded to Ba1 from Baa3 for TRIP II's Series 2005
and 1999 Bonds and the rating outlook was maintained as negative.

The principal methodology used in this rating was Operational Toll
Roads published in December 2006.


TONY TOSH JR: Case Converted to Chapter 7
-----------------------------------------
Bankruptcy Judge J. Rich Leonard converted the Chapter 11 case of
Tony Tosh Jr., to a liquidation under Chapter 7 of the Bankruptcy
Code.

The Bankruptcy Administrator in Raleigh, North Carolina, filed the
motion to convert or dismiss the Debtor's case for cause, pursuant
to 11 U.S.C. Sec. 1112(b)(4).  The Bankruptcy Administrator
contends that by failing to deposit all of his income into his DIP
account, the Debtor is exhausting funds belonging to the
bankruptcy estate without any reliable record and the Debtor has
not made a good faith effort in the preparation of his monthly
reports.

The Debtor did not file a response or objection to the Bankruptcy
Administrator's motion, nor did he or his counsel appear at the
hearing.

In deciding to convert the case, instead of dismissing it, Judge
Leonard noted that the estate has sufficient assets available for
a Chapter 7 trustee to administer.

The Court directed the Bankruptcy Administrator to appoint a
Chapter 7 trustee.

A copy of the Court's Nov. 6, 2012 Order is available at
http://is.gd/AeRT2Hfrom Leagle.com.

Tony Tosh, Jr., filed a voluntary Chapter 11 petition (Bankr.
E.D.N.C. Case No. 12-03300) on May 1, 2012.


TRAFFIC CONTROL: Committee Reaches Global Settlement
----------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Traffic Control and Safety Corporation, et al., asks the
U.S. Bankruptcy Court for the District of Delaware to approve a
global settlement agreement between the Debtors, the Committee and
the secured lender Marwit, and certain of the Debtors' current and
former officers and directors.

The Committee understands that, as a result of the sale, all of
the Debtors' secured claims and unsecured trade claims have been
satisfied.  Several unsecured claims against the Debtors' estates
remain, however, the largest of which are held by the holders of
unsecured subordinated notes related to that certain credit
agreement dated as of May 28, 2010.

Marwit Capital Partners II. L.P. and their affiliates hold the
second largest remaining unsecured claim by virtue of its status
as sub-debt holder.

The settlement provides for, among other things, that the
Committee will have standing, sole authority to prosecute,
compromise, settle, or otherwise adjudicate or resolve estate
claims, subject to the occurrence of the Marwit settlement
Effective Date and Marwit's receipt of the Marwit Payment.

Under the settlement:

   i) Fifth Street waives any and all claims and rights to the
      excess payments made to the Debtors' estates for the purpose
      of paying certain trade claims, which amounts to
      approximately $400,000.

  ii) the director defendants will pay, or cause to be paid
      $700,000 to the Debtors' estates.

iii) Greg Grosch waives any and all claims that he may have
      against the Debtors.

The parties also agree that the Plan of Liquidation will provide
for an anticipated distribution to unsecured creditors of at least
$600,000 and will provide for the separate classification and
subordination of the sub-debt claims to the class of general
unsecured claims.

A copy of the settlement is available for free at

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

                     About Traffic Control

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.  Toomey Industries, Inc.
disclosed $10,322,077 in assets and $67,844,144 in liabilities as
of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

The Debtors have won authority to (i) use cash collateral in which
the First Lien Lender has an interest, and (ii) obtain
postpetition financing from Fifth Street Finance Corp. and other
entities in the maximum amount of $12,775,000.

The Debtors have canceled an auction with only their biggest
lender bidding for the assets.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five unsecured creditors to the Official Committee of Unsecured
Creditors.  The Committee tapped Potter Anderson & Corroon LLP as
its counsel and GlassRatner Advisory & Capital Group LLP as its
financial advisor.


TRANSPORTADORA DE GAS: Fitch Lifts Issuer Default Rating From BB+
-----------------------------------------------------------------
Fitch Ratings has upgraded Transportadora de Gas Internacional
S.A. E.S.P.'s (TGI) foreign and local currency Issuer Default
Ratings (IDRs) to 'BBB-' from 'BB+'.  These rating actions apply
to USD750 million of debt outstanding.  The Rating Outlook for is
Stable.

The rating action reflects Fitch's recent upgrade of Empresa de
Energia de Bogota's (EEB) to 'BBB-', which was a result of its
improving financial profile.  TGI's upgrade reflects the company's
linkage with its primary shareholder, EEB, which supports the
company through intercompany loans.  TGI's upgrade also reflects
the company's improved cash flow generation due to recent
investments, improving credit metrics and solid contracted
position.

Low Business Risk:

TGI's ratings reflect the company's low business risk profile,
which stems from its stable and predictable cash flow generation,
as well as its strong competitive position.  TGI has favorable
long-term, take-or-pay contracts with approximately 80% of
revenues coming from regulated fixed tariffs.  The high percentage
of fixed capacity payments from a diversified portfolio of off-
takers adds to cash flow stability.  The company has low exposure
to volume risk as only approximately 20% of its revenues are
linked to volume throughput.  TGI's pipeline location and the
importance of its service area, where 70% of the Colombian
population resides, represent great growth potential and help
support the company's investment grade rating.

Moderate Leverage:
TGI's leverage level is moderate with debt to EBITDA of
approximately 2.9 times (x) in dollar terms as of Sept. 30, 2012.
Including a USD370 million deeply subordinated intercompany loan
from EEB, leverage would be approximately 4.3x in dollar terms.
Going forward, TGI's leverage could decline in the future as a
result of cash flow growth due to recent investments and the
expectation of a favorable resolution of the company's current
tariff dispute.  As of the LTM ended Sept. 30, 2012, TGI reported
an EBITDA of approximately USD263 million and total senior debt of
approximately USD857 million.

Parent Support and Moderate Regulatory Risk
TGI benefits from its parent company's explicit and implicit
support.  EEB owns 68.1% of TGI, and, in turn, the District
Capital of Bogota (Bogota DC; foreign currency IDR 'BBB-') owns
76.3% of EEB.  TGI's ratings also incorporate its exposure to
regulatory risk, as the bulk of its revenue comes from contract
tariffs, which are set by the regulator.  TGI's revenue is
determined by the maximum allowable tariff set by the regulator
every five years and adjusted according to inflation every year.
The company is expected to benefits from its ongoing tariff
appeal, which initially granted the company a 17% revenue
increase; the company claims this increase would not compensate it
for all of the investments it had made.

Strong Liquidity and Low Refinancing Risk:

The company's adequate liquidity position is supported by its cash
on hand, strong internal cash flow generation and favorable
amortization schedule.  The company has no significant amounts of
debt coming due before 2022. On Sept. 30, 2012, TGI's cash and
marketable securities were USD105 million, and consolidated cash
at EEB was USD286 million.  TGI is not expected to pay dividends
in the short term, but this policy may change in the future. TGI's
regulated revenues are partially indexed to the U.S. dollar
(approximately 60% of revenue are indexed to USD), which mitigates
the risk from currency fluctuations as USD denominated revenues
satisfactorily cover interest expenses.  Going forward, the
company's liquidity position will be supported by its internal
cash flow generation and easing capital investments needs as the
company completed a significant portion of its expansion plan
during 2012.  Capital expenditures for 2013 to 2016 are estimated
at approximately USD390 million, a significant reduction from 2011
capital expenditures of USD733 million.

Rating Drivers:

A negative rating action or Outlook would be considered if
leverage reached 4.0x and stayed above that level for sustained
period of time.

A positive rating action or Outlook would be considered if the
company significantly reduces its leverage for a sustained period
of time.


VALENCE TECHNOLOGY: Wants More Time to File Chapter 11 Plan
-----------------------------------------------------------
Valence Technology Inc. is seeking a 60-day extension on its
Chapter 11 reorganization plan.

Valence wants an extension of its exclusive periods to file and
solicit acceptances for the proposed plan of reorganization until
Jan. 8, 2013, and March 8, respectively.

The Debtor explained that it has focused on stabilizing its
operations, negotiating with its creditors and secured lenders,
and obtaining debtor-in-possession financing to fund its
operations during this restructuring process.  Since the Petition
Date, the Debtor has paid its postpetition bills in full and on
time.  The Debtor is also working diligently to negotiate an exit
financing facility.

Valence's lawyers said the company has made significant progress
in the nearly four months since it filed bankruptcy, but feel
Valence needs more time.  "Several unresolved contingencies
remain, such as finalizing the terms for exit financing," they
said.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  Chairman Carl E. Berg and
related entities own 44.4% of the shares.  ClearBridge Advisors,
LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the United States Trustee for Region 7 appointed
five creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.


VILLAGIO PARTNERS: Hughes Watters Approved as General Counsel
-------------------------------------------------------------
Villagio Partners Ltd., et al., sought and obtained approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Hughes Watters Askanase, LLP, as general counsel, nunc pro
tunc to the Petition Date.

Hughes Watters will provide these professional services:

  a) Rendering bankruptcy related legal advice to the Debtors
     regarding their continued operation and management of cash
     and property;

  b) Assisting, on behalf of the Debtors, in the preparation of
     necessary applications, notices, motions, answers, orders,
     reports, schedules, statement of affairs, and other legal
     papers;

  c) Assisting the Debtors in the negotiation and formulation of
     plans of reorganization and the preparation of disclosure
     statements;

  d) Assisting the Debtors in preserving and protecting the
     Debtors' estates; and

  e) Performing all other legal services for the Debtors which may
     be necessary or appropriate in administering the bankruptcy
     cases.

To the best of the Debtors' knowledge and belief, the firm has no
adverse connection or relationship with the Debtors, their
creditors, or other parties in interest, and that the firm has no
relationship which would cause its disqualification, and no actual
conflict of interest exists which would render the firm ineligible
to serve as counsel for the Debtors.

The firm will charge for time at its normal billing rates for
attorneys and paralegals, and will request reimbursement for its
out-of-pocket expenses, subject to Bankruptcy Court approval.

                  About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.

The Marcel Group -- http://www.themarcelgroup.com/-- is an
integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the case.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VILLAGIO PARTNERS: Court OKs Andrews Mayers as Real Estate Counsel
------------------------------------------------------------------
Villagio Partners Ltd., et al., sought and obtained approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Andrews Myers, P.C., as special counsel to represent and
advise the Debtors in al matters related to the negotiation of
real property leases, as well as the sale of certain real
properties, as necessary, effective as of Aug. 6, 2012.

The firm will charge the Debtors' estate on an hourly basis:

     Patrick Hayes, Shareholder       $350.00 per hour
     Susan George, Senior Counsel     $260.00 per hour
     Paralegal                        $150.00 per hour

All fees and expenses are subject to further Court approval.

                  About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.

The Marcel Group -- http://www.themarcelgroup.com/-- is an
integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VILLAGIO PARTNERS: Court Approves Kaiser as Litigation Counsel
--------------------------------------------------------------
Villagio Partners Ltd., et al., sought and obtained approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Kaiser, P.C., as special litigation counsel, effective as
of the Petition Date.

Kaiser will represent the Debtors in certain litigation matters
separate from the bankruptcy cases.

Currently, the firm represents some or all of the Debtors in the
Chapter 11 cases:

   * Research New Trails Partners, Ltd., et al. v. Terry English
     d/b/a Commercial Tax Network, Cause No. 2011-04811 in the
     270th District Court of Harris County, Texas;

   * Orleans Ventures, Ltd. v. Restoration Pros Two, Inc., et al.,
     Cause No. 2011-27185 in the 189th District Court of Harris
     County, Texas;

   * Compass Care Holdings, Ltd. v. Sandra Silva d/b/a Mya's
     Playce, Cause No. 2011-67410 in the 61st District Court of
     Harris County, Texas;

   * Luebe-Jones Inc. v. Marcel Construction & Maintenance, Ltd.,
     Cause No. 2008-46609 in the 55th District Court of Harris
     County, Texas;

   * Orleans Ventures, Ltd. v. Mohammad Ali Rehmat, Cause No.
     2010-64460 in the 164 District Court of Harris County, Texas;
     and

   * Villagio Partners, Ltd. v. Ioannis Tsokos, et al., Cause No.
     2010-16319 in the 55th District Court of Harris County,
     Texas; related to Tower Insurance Company v. Ioannis Tsokos,
     Cause No. 2010-16319-A in the 55th District Court of Harris
     County.

Marcel Construction & Maintenance, Ltd., also has a claim against
Tim and Amy Swanson d/b/a Hair Spa.  To date no lawsuit has been
filed, but litigation upon the Debtor's tenant's breach of lease
is anticipated.  To the extent a settlement is agreed to it will
be subject to Bankruptcy Court approval.

Villagio Partners, Ltd. also has a claim against Nomad Energy Inc.
which recently filed a Chapter 7 bankruptcy under Case No. 12-
35261-H3-7 in the United States Bankruptcy Court for the Southern
District of Texas.

The Firm bills:

     Jeff Kaiser, Partner     $250 per hour
     Paralegal                 $90 per hour

                  About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.

The Marcel Group -- http://www.themarcelgroup.com/-- is an
integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VILLAGIO PARTNERS: U.S. Trustee Unable to Form Committee
--------------------------------------------------------
The United States Trustee failed to appoint an official committee
of unsecured creditors in the bankruptcy case of Villagio Partners
Ltd., according to papers filed by the federal watchdog last
month.

The U.S. Trustee said it attempted to solicit creditors interested
in serving on the Unsecured Creditors' Committee from the 20
largest unsecured creditors.  After excluding governmental units,
secured creditors and insiders, the U.S. Trustee has been unable
to solicit sufficient interest in serving on the Committee, in
order to appoint a proper Committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

                  About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.

The Marcel Group -- http://www.themarcelgroup.com/-- is an
integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VIVARO CORP: Sues Distributor for $7-Mil. Over Missed Payments
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Vivaro Corp. and
related debtors filed an adversary proceeding in New York
bankruptcy court Monday arguing that distributor Raza
Communication Inc. and its principal owe them $7.4 million for
failing to pay outstanding accounts receivable.

Bankruptcy Law360 relates that Vivaro, along with STi Prepaid LLC,
Kare Distribution Inc., STi Telecom Inc., TNW Corp., STi CC I LLC
and STi CC 2 LLC, sued Raza and Salim Hemani, alleging they failed
to pay Kare $1.01 million and STi Prepaid $87,000.

                        About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

A five-member official committee of unsecured creditors has been
appointed in the case.


W25 LLC: Files for Chapter 11 in Manhattan
------------------------------------------
W25 LLC filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-14526) in Manhattan on Nov. 6, 2012.  Avrum J. Rosen,
Esq., at The Law Offices of Avrum J. Rosen, PLLC, in Huntington,
New York, serves as counsel.  The Debtor estimated assets and
debts of at least $10 million.


WINDOW FACTORY: Chapter 11 Trustee Can Sell Business Assets
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized Richard M Kipperman, Chapter 11 trustee for The Window
Factory, Inc., to sell the Debtor's business assets to All
American Home Improvements, Inc., pursuant to a Purchase and Sale
of Certain Assets dated July 10, 2012.

The buyer agreed to purchase the primary assets of the Debtor for
$60,000, in their "as is/where is" condition and without warranty,
including the transferable right, title and interests of the
trustee, estate and the Debtor in the personal property assets
located at Debtor's business locations.

The Court said that no timely opposition to the motion were filed
or served.

                     About The Window Factory

American Integrity Corp., Ajit Ahooja, and Herde Computer Services
signed involuntary Chapter 11 petitions for The Window Factory,
Inc., (Bankr. S.D. Calif. Case No. 11-19842) on Dec. 8, 2011.
Judge Laura S. Taylor presides over the case.  Jeffrey D.
Schreiber, Esq., at The Schreiber Law Firm, serves as counsel to
the petitioning creditors, which allege $407,000 in total claims.

The Window Factory is engaged in the business of manufacturing,
sale and installation of windows and related products.

As reported in the Troubled Company Reporter on Jan. 27, 2012, the
Court entered an order for relief under Chapter 11.  Richard
Kipperman was appointed as Chapter 11 trustee. Slater & Truxaw LLP
represents the trustee as general counsel.

The U.S. Trustee for Region 15 appointed Robert C. Fellmeth as
consumer privacy ombudsman in the Chapter 11 case of The Window
Factory, Inc.




WM SIX: Has Until Dec. 31 to Use Lenox Mortgage's Cash Collateral
-----------------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina, in a second interim order,
authorized WM Six Forks, LLC's continued access to cash collateral
which Lenox Mortgage XVII LLC asserts an interest.

The Debtor is the owner of an apartment and retail/office building
in Raleigh, North Carolina known as Manor Six Forks which opened
in March of 2010.  The project includes 298 residential apartments
and 14,000 square feet of retail space on the ground floor of the
Property.  As of the Petition Date, all the retail/office space is
vacant and approximately 95% of the residential apartments are
subject to existing leases.

The lender contends that it is owed $39,027,860 as of the Petition
Date.  Lender also contends that the outstanding indebtedness is
secured by a first mortgage lien on the project, including any
rents, profits and income generated by the Project, pursuant to
the Deed of Trust and Security Agreement.

The Debtor has not determined the present fair market value of the
project.  However, the 2012 tax value of the project as assessed
by Wake County is $32,544,445.

The Debtor would use the cash collateral to pay on-going costs of
insuring, preserving, repairing and protecting the project until
the earlier of (i) Dec. 31, 2012, or (ii) the Effective Date of a
confirmed plan of reorganization for the Debtor.

During the interim period, the Debtor is not required to provide
additional adequate protection to lender for the use of cash
collateral.

A hearing on Dec. 18 at 11 a.m., has been on set to consider
further access to cash collateral.  Lenox Mortgage has filed an
objection to the Debtor's motion.

                        About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor disclosed assets of $33.36
million and liabilities of $49.8 million.  The Debtor said in
court papers the Manor is valued at $32.54 million.  The Debtor
also owns a 15.15-acre property, the value of which is not yet
determined.  The Debtors' property serves as collateral to a $39
million debt to Lenox Mortgage XVI, LLC.  A copy of the schedules
filed together with the petition is available at
http://bankrupt.com/misc/nceb12-05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.


YELLOWSTONE MOUNTAIN: Investors Slam Challenge to $26MM Settlement
------------------------------------------------------------------
Ama Sarfo at Bankruptcy Law360 reports that Yellowstone Mountain
Club LLC investors said Tuesday that club members disputing the
investors' $26 million pre-bankruptcy settlement are violating a
bankruptcy stay barring the members from bringing claims, asking a
Montana federal court to halt the suit.

                      About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


* California Voters Approve Local Tax Hike & New Levies
-------------------------------------------------------
Alison Vekshin, writing for Bloomberg News, reports California
voters on Tuesday approved statewide sales and income tax
increases of $6 billion a year as well as higher sales levies in
about two dozen cities and counties strained by the financial
downturn.

The report relates the municipalities, limited in raising property
taxes, appealed for the boosts to help repair roads, pay rising
pensions costs and avert further cuts to staff and services.

The report also notes municipalities in California, the most
populous U.S. state, can't impose higher sales taxes without going
to voters, and the state caps real-estate levies at 1% of a
property's most recent sales price.

According to Bloomberg, voters approved Governor Jerry Brown's
plan to increase the statewide sales tax to 7.5% from 7.25%, and
boost rates on income starting at $250,000.  Those making $1
million or more will pay 13.3%, the most of any state.  The
increases, which will raise an estimated $6 billion annually, are
to expire by 2018.

Three California cities -- Stockton, San Bernardino and Mammoth
Lakes -- have filed for Chapter 9 bankruptcy since June.


* Michigan Voters Repeal Law on State Takeover Law
--------------------------------------------------
The Wall Street Journal's Matthew Dolan reports that voters in
Michigan on Tuesday repealed a law that allowed the state to take
control of financially struggling communities, raising the
prospect that more such municipalities would be forced to seek
bankruptcy protection.

WSJ recounts Republican Gov. Rick Snyder pushed through the
beefed-up emergency-manager law last year as a way to prevent
insolvency at the local level and enhance the power of state-
appointed overseers.  Republicans, who dominate the state
Legislature, argued that the earlier law didn't give local
governments power to break labor contracts to stabilize their
finances.  Democrats and unions countered that the more powerful
law disenfranchised voters, sidelined their elected leaders and
unjustly threatened the right of public workers to bargain for
wages, benefits and working conditions.

"I'm disappointed because it makes life more difficult," said Gov.
Snyder, who pushed through the legislation last year over the
objections of Democrats and the state's largest unions, according
to the report.

WSJ relates the governor said that, without the "early warning"
provisions of the law, the state may be caught unaware of the true
financial condition of a city or school district that is at risk
of insolvency.  "The probability of municipal bankruptcy could
increase," he said in a discussion with reporters Wednesday
morning, WSJ says.  The governor also said the vote will also put
struggling municipalities at greater risk of a credit downgrade.

WSJ also relates the governor said all eight emergency managers
deployed in Michigan would stay in place under an earlier version
of the law, but that legislation also faces a court challenge. The
power-sharing agreement that Detroit and the state signed in the
spring to stave off financial collapse also remains in effect, the
governor said.


* Fitch May Downgrade U.S. by Late 2013 if Cliff Unresolved
-----------------------------------------------------------
David Riley, managing director at Fitch Ratings, wrote in a press
release that the newly re-elected US President Barack Obama will
need to quickly secure agreement on avoiding the 'fiscal cliff'
and raising the debt ceiling following Tuesday's elections, Fitch
Ratings says.  The economic policy challenge facing the President
is to put in place a credible deficit-reduction plan necessary to
underpin economic recovery and confidence in the full faith and
credit of the US. Resolution of these fiscal policy choices would
likely result in the US retaining its 'AAA' status from Fitch.  As
reflected in the Negative Outlook on the rating, failure to avoid
the fiscal cliff and raise the debt ceiling in a timely manner as
well as securing agreement on credible deficit reduction would
likely result in a rating downgrade in 2013.

The fiscal cliff -- some $600 billion of tax increases and
spending cuts that come into effect on 1 January 2013 -- and an
increase in the debt ceiling are pressing issues that the
President and Congress must address in the coming weeks if the US
is to avoid a fiscal and economic crisis.  Fitch estimates that
the fiscal cliff would tip the US economy into an unnecessary and
avoidable recession and result in an increase in the unemployment
rate to above 10% in 2013. In Fitch's opinion, the tax increases
and spending cuts implied by the fiscal cliff would not fully
address the longer-term drivers of higher public spending and the
relatively narrow and volatile tax base. Moreover, the fiscal
cliff would likely be at least partially reversed by Congress as
the economy slowed and unemployment began to rise, perpetuating
the uncertainty over government tax and spending policies that has
weighed on the economic recovery. Fitch is currently projecting
substantial deficit reduction equivalent to around 1.5% of GDP in
2013 as part of a medium-term deficit reduction strategy.

On current projections, the Treasury Secretary will likely have to
implement extraordinary measures by year-end to maintain borrowing
capacity under the current debt ceiling of $16.394 trillion.
Failure yet again to reach agreement on raising the debt ceiling
in a timely manner -- not Fitch's expectation -- would undermine
confidence in the United States as a reliable borrower and thus
its 'AAA' status, prompting a formal review of the US sovereign
rating.

Avoiding the fiscal cliff and a timely increase in the debt
ceiling would support the economic recovery and send a positive
signal that agreement can be reached on a credible plan to reduce
the federal budget deficit and stabilise federal debt over the
medium term, consistent with the US retaining its 'AAA' status.
Conversely, failure to reach even a temporary arrangement to
prevent the full range of tax increases and spending cuts implied
by the fiscal cliff and a repeat of the August 2011 debt ceiling
episode would mean that the general election had not resolved the
political gridlock in Washington and likely result in a sovereign
rating downgrade by Fitch.

From an economic and sovereign credit perspective, the most
important policy priority for the President and Congress is
reaching agreement on a deficit reduction plan backed by clear
targets and specific tax and spending measures that would firmly
place US public finances on a sustainable path over the medium to
long term.  In Fitch's opinion, such a plan would significantly
reduce the uncertainty that currently characterises federal tax
and spending policies and underpin a sustainable economic recovery
and confidence in the full faith and credit of the federal
government.

Fitch placed the US 'AAA' rating on Negative Outlook on 28
November 2011, following the failure of the Congressional Joint
Select Committee on Deficit Reduction to reach agreement on at
least $1.2 trillion of deficit-reduction measures.  The failure of
the so-called Super-Committee to reach agreement eroded Fitch's
confidence that timely fiscal measures necessary to place US
public finances on a sustainable path consistent with the US 'AAA'
status would be forthcoming.  Further prevarication would
undermine the economic recovery and mean that federal debt would
continue to rise over the foreseeable future.  Federal debt held
by the public currently stands at around 75% of GDP, its highest
level since 1950. Without policy action, it will reach 90% of GDP
by the end of the decade and continue to rise towards
unsustainable levels.

Assuming that the fiscal cliff is avoided and there is a timely
increase in the debt ceiling, Fitch expects to resolve the
Negative Outlook on the US 'AAA' sovereign rating in late 2013.
Failure to reach agreement on the fiscal cliff and debt ceiling
would likely trigger a rating downgrade before then.

The presidential election underscored the broad political and
public recognition of the importance of addressing the federal
government deficit and stabilising government debt - the challenge
facing President Obama and Congress is to address head-on the hard
choices on tax and spending.

Contact:

         David Riley
         Managing Director
         Tel: +44 20 3530 1175
         Fitch Ratings Limited
         30 North Colonnade
         London E14 5GN


* Moody's Says PPACA Credit Neg. for Not-for-Profit Hospitals
-------------------------------------------------------------
The re-election of President Barack Obama is a neutral event for
the credit quality of the not-for-profit hospital industry, says
Moody's Investors Service, as President Obama's healthcare
policies have already been factored into the sector outlook. With
the President's re-election, the individual mandate provision of
the Patient Protection and Affordable Care Act (PPACA) has a
greater chance of being implemented, which Moody's has previously
noted is a discreet credit positive for the sector. But PPACA
overall remains a net negative overall for not-for-profit
hospitals, which Moody's captures in its current negative outlook
for the sector.

"Significant ambiguity remains with the future of federal
healthcare policy given the scope of the federal deficit," says
Brad Spielman, a Moody's analyst who authored the report "The Re-
Election of President Barack Obama is Credit Neutral for Not-for-
Profit Hospitals." "This uncertainty continues to heighten credit
risk in an already pressured operating environment," said
Spielman.

Key long-term credit negatives embedded in PPACA include the $150
billion in reduced Medicare reimbursement to the hospitals over
the next 10 years and $14 billion of Medicaid disproportionate
share cuts. The law also will introduce new payment models
intended to lower reimbursements to hospitals even further.

On the positive side, Moody's notes the individual mandate of
PPACA is in much less jeopardy with President Obama's re-election.
Because PPACA requires individuals to obtain health insurance
starting in 2014, it is likely to decrease the rolls of uninsured
patients appearing in hospital emergency rooms, reducing the cost
of uncompensated care.

Although President Obama's reelection increases the chances that
most of PPACA will be implemented, significant uncertainty remains
over healthcare policy and healthcare funding because of
sequestration, says Moody's. Even if the administration brokers a
deal in the next two months that negates sequestration, which
requires a 2% reduction in Medicare payments, the size of the
federal deficit will continue to pressure lawmakers to reduce
federal spending on Medicare and other healthcare programs.


* Moody's Says Expanded Gaming to Pressure Northeast US Market
--------------------------------------------------------------
The expansion of gaming in Rhode Island and Maryland will further
saturate the Northeast US regional gaming market, Moody's
Investors Service says in a new report, "Rhode Island and Maryland
Say Yes To Expanded Gaming." Voters in those states approved
ballot measures to do so when they went to the polls Tuesday.

"While certain casinos in Rhode Island and Maryland stand to gain
from the expansion, we believe the current 'keeping-up-with-the-
Joneses' mindset will only further deluge an already saturated
gaming market," says Senior Vice President and author of the
report Keith Foley. "The measures won't necessarily attract more
customers. Rather, they will force operators to reach ever farther
to attract the same number."

Although the expansion could still lead to higher overall gaming
and gaming-related revenues, Foley says, without a marked
improvement in the US economy revenues are not expected to result
in a material improvement in the sector's profitability as
customers stay home.

The measures aim to keep gamblers in Rhode Island and Maryland
from spending money in neighboring states such as Massachusetts,
Connecticut, New Jersey Delaware, Pennsylvania and West Virginia.

In Rhode Island, their approval is credit positive for Twin River
Management Group, owner of the Twin River casino. The casino
already operates video lottery terminals, but had said it could
lose up to 35% of its business when Massachusetts gaming opens in
the next one to two years if it wasn't able to offer table games.
Twin River could begin doing so as early as next summer, giving
Rhode Island a first-mover advantage over Massachusetts.

The expansion is credit negative for Penn National Gaming, Mohegan
Tribal Gaming Authority and Mashantucket Pequot Tribe of
Connecticut in Rhode Island, due to increased competition.

In Maryland, the state's three existing and two planned casinos
can now offer table games, while voters also supported the
development of a sixth casino in Prince George's County, near the
densely populated Washington, D.C. area. Table games could begin
in Maryland as early as next year.

The expansion in that state is bad news for Penn National, which
owns and operates Hollywood Casino at Charles Town Races in West
Virginia and Hollywood Casino Perryville in Maryland. Those
casinos' results have already been negatively affected by the
recent opening of the Maryland Live! Casino, Foley says, and the
opening of a sixth casino will increase the competition even
further.


* WSJ Report Says Some Public Firms Mum on Bankruptcy Preparations
------------------------------------------------------------------
The Wall Street Journal's Mike Spector reports that more than two
dozen companies in the past five years didn't disclose Chapter 11
bankruptcy preparations to investors, according to a Wall Street
Journal analysis of regulatory filings.  The report says
companies, including Eastman Kodak Co. and American Airlines
parent AMR Corp., refrained from warning investors about
potentially seeking Chapter 11 protection from creditors despite
facing dire financial straits or, in some cases, hiring
restructuring advisers to make the preparations.  Some of the
firms only disclosed later, in court documents, that they had laid
the groundwork for the filings in advance.

The Journal examined 90 of the largest companies with publicly
traded stocks or bonds that filed for bankruptcy protection
between 2007 and April 1, 2012, reviewing all disclosures the
firms made during the 12 months preceding a Chapter 11 filing.
The report relates 61 companies opted to disclose bankruptcy
preparations, noting that they may need to seek court protection
or warned investors of "substantial doubt" about their "ability to
continue as a going concern," according to the Journal's analysis,
performed with Valeo Partners, a Washington-based consulting firm.

The report relates 29 companies -- or almost one third -- didn't
make specific disclosures.  Some companies, such as financial
firms Lehman Brothers Holdings Inc. and MF Global Holdings Ltd.
collapsed quickly, making such disclosure near-impossible.  Others
made preparations but didn't alert investors.  In some instances,
court documents show advisers were hired and preparations made
before a filing even though there were no disclosures at the time.


* U.S. Bankruptcy Filings Fall in Third Quarter
-----------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that bankruptcy filings fell in the third
quarter, according to the Administrative Office of the U.S.
Courts.  Total bankruptcy filings declined by 8.4% from the
previous quarter, total business filings fell 10.9% and consumer
bankruptcy filings dropped 8.4%.

According to the report, Chapter 7 bankruptcy filings, which allow
certain property to be kept exempt from creditors, fell 12.3%.
Chapter 13 filings, which require creditors to be at least
partially repaid in installment payments over three to five years,
rose 1.3% from the second quarter.

The Bloomberg report discloses that in the year ending June 30
there were 1,311,602 petitions, compared with 1,529,560 petitions
filed the previous year, according to a statement by the Nov. 7.


* Ethanol Production Declines as Costs Rise and Plants Close
------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that U.S. ethanol production is headed for
the first decline in 16 years, jeopardizing the nation's drive to
boost alternative fuels, as higher costs and lower demand close
plants.

According to the report, as many as 10 companies, from Valero
Energy Corp. to Biofuel Energy Corp., have closed distilleries
after the worst drought since the 1950s sent the price of corn to
a record just as gasoline demand slumped.  President Barack
Obama's administration has until Nov. 13 to decide whether to
agree to calls from a bipartisan group of lawmakers for the
suspension of the law, which was the centerpiece of former
President George W. Bush's plan to wean the U.S. off oil.

The report relates that ethanol accounts for about 9.2% of total
gasoline consumption, according to the Energy Department.  "Right
now, it is the toughest time ever to run an ethanol plant," said
Bruce Babcock, an energy and farm economist at Iowa State
University in Ames.  "It's never been this bad in the last four
years."

The Bloomberg report discloses that more than a dozen producers,
including Brookings, South Dakota-based VeraSun Energy Corp., once
the largest American distiller, filed for bankruptcy protection
over an 18-month period starting in October 2008.


* SNR Denton, Salans, and Fraser Milner to Combine
--------------------------------------------------
Three leading law firms, Salans, Fraser Milner Casgrain and SNR
Denton, are recommending to their partners on Nov. 13, that they
become foundational members in the creation of a new top 10
international law firm.

The firms will bring together their unique strengths, experience
and cultures across Europe, Canada, the UK, the US, the Middle
East, Central and East Asia, and Africa to create a fully
integrated global firm that will rank as the seventh largest law
firm in the world, measured by number of lawyers and
professionals.

According to a statement issued by the firms, the new firm will be
uniquely positioned to serve clients as: a firm not centered on
the uniting of a UK and US firm; the first combination involving a
Canadian firm and a firm with a substantial US presence; and a
truly polycentric firm.

     * Beyond a US/UK Merger: The combination is the most
significant law firm combination not born out of the merger of a
UK and US firm and the only combination involving firms with
significant operations in Europe, Canada, the UK and the US.

     * First Firm with Extensive Canadian and US Operations: FMC
is the first Canadian firm to combine with a firm that has a
substantial presence in the US, allowing a single firm to meet the
needs of clients operating on both sides of the largest trading
relationship between two countries in the world.

     * Truly Polycentric: The new firm fully embraces the
diversity of its geography, cultures and legal traditions,
qualities that make it truly polycentric. It will have no
headquarters, no dominant national culture, and will proudly offer
clients talent from diverse backgrounds and countries with deep
experience in Civil Law, English Common Law and US Common Law.

The combination is driven by the opportunity to unite three firms
with complementary geographic footprints. This will allow the new
firm to respond to client demands for greater cross-border depth
and a modern, business-oriented approach to complex legal
challenges. The client base of the new firm will include many of
the world's leading multi-national private and public
corporations, funds, banks, insurance companies and governmental
entities. The platform will also allow the new firm to challenge
other leading global law firms more effectively and significantly
grow its market share of legal services.

Bringing together this depth and array of talent will enable
clients to benefit from more than 2,500 lawyers and professionals
in 79 locations in 52 countries across Africa, Asia Pacific,
Canada, Europe and Central Asia, the Middle East, the UK and the
US in key business sectors:

     * The combination unites pre-eminent Energy practices in
Africa, Asia, Canada, Europe, Central Asia, the Middle East, the
UK and the US. In addition, it connects a dominant Canadian Mining
practice to strong practices in Africa, Central Asia, the Middle
East, Europe, the UK and the US.

     * It will create an international leader in Banking and
Finance, offering clients the full range of transactional, dispute
resolution and regulatory services in the world's leading
financial and commercial centers: London, New York, Paris,
Toronto, Frankfurt, Hong Kong, Moscow, Dubai, Chicago, Shanghai
and Singapore.

     * The combination joins three leading Real Estate practices,
and clients will now have singular access to preeminent real
estate teams in Asia, Europe, the UK and North America who
specialize in private equity and sovereign wealth funds, real
estate finance and capital markets, hotels and resorts,
development and construction, acquisition and disposition and
leasing.

     * The new firm brings together leading Insurance practices
serving top clients in six of the eight largest commercial
insurance markets in the world: Canada, China, France, Germany,
the UK and the US.

     * The new firm will offer clients top tier talent and leading
practices on four continents in additional sectors and
capabilities in demand by clients including Antitrust and
Competition; Bankruptcy and Restructuring; Capital Markets;
Corporate; Employment, Benefits and Pensions; Government;
Healthcare & Life Sciences; Hotels & Resorts; Intellectual
Property; International Trade; Litigation and International
Arbitration; Luxury Brands; Manufacturing; Mergers & Acquisitions;
Privacy; Private Equity; Public Policy and Regulation; Securities;
Tax; Technology, Media & Telecommunications; Transportation,
Infrastructure and Construction; Trusts, Estates and Wealth
Management; and Venture Technology.

While providing clients the services of the highest quality
lawyers is the new firm's goal, it will have the largest
practices, by number of lawyers, in Energy, Insurance, Media and
Entertainment, and Real Estate law, and the second largest
Bankruptcy, International Trade and Environmental practices
globally, according to industry rankings by Law 360.

The new firm will be known as:

                              DENTONS
                       Salans FMC SNR Denton

It will employ an innovative name migration strategy to capture
the inherent brand equity of the Salans, FMC and SNR Denton names
in their current geographies, commencing with the use of
dentons.com as the new firm's URL on the effective date of the
combination.  Details of the merger will be available at
http://www.dentonscombination.com/nameon Nov. 13.

The new firm will be structured as a Swiss Verein and led by a
global board and leadership team including:

     * Elliott Portnoy, Global Chief Executive Officer, currently
SNR Denton's Global Chief Executive Officer

     * Joe Andrew, Global Chair, currently SNR Denton's Global
Chair

     * Francois Chateau, Global Vice-Chair, currently Salans'
Global Board Chair

     * Bill Jenkins, Global Vice-Chair, currently FMC's National
Partnership Board Presiding Member

     * Matthew Jones, UK, Middle East and Africa Chief Executive
Officer, currently SNR Denton's EMEA Chief Executive Officer

     * Dariusz Oleszczuk, Europe Chief Executive Officer,
currently Salans' Global Managing Partner

     * Chris Pinnington, Canada Chief Executive Officer, currently
FMC's Chief Executive Officer

     * Peter Wolfson, US Chief Executive Officer, currently SNR
Denton's US Chief Executive Officer

     * Jana Cohen Barbe, currently SNR Denton's Financial
Institutions and Funds Sector Co-Chair

     * Michael Barr, currently SNR Denton's US Senior Partner

     * Neil Cuthbert, currently SNR Denton's Middle East Senior
Partner

     * Mike Kaplan, currently Managing Partner of FMC's Toronto
Office

     * Martin Kitchen, currently SNR Denton's UK Senior Partner

     * Evan Lazar, currently Salans' Global Real Estate Co-Chair

The partners of each firm will vote on the proposed combination in
November.  Subject to the vote, the combination will become
effective in the first quarter of 2013.

Contact Information:

         Global
         Stuart Wilson
         Tel: +1 212 398 8466
         E-mail: stuart.wilson@snrdenton.com

         UK
         Louise Ray-Hill
         Tel: +44 (0) 7246 7082
         E-mail: louise.ray-hill@snrdenton.com

         Europe
         Annette Spencer
         Tel: +44 207429 6029
         E-mail: aspencer@salans.com

         Canada
         Amy Holmes
         Tel: +1 416 863 4481
         E-mail: amy.holmes@fmc-law.com

         US
         Mark Goldberg
         Tel: +1 212 398 5297
         E-mail: mark.goldberg@snrdenton.com

         Asia Pacific/Middle East
         Marie McDermott
         Tel: +86 21 2315 6039
         E-mail: marie.mcdermott@snrdenton.com

                           About Salans

Salans is a full service international commercial law firm built
on a pioneering spirit, with 930 fee earners and over 1,500 staff
operating from 20 offices. The firm prides itself on its
independent and entrepreneurial spirit, combining extensive
international capabilities with solution-oriented local expertise,
market intelligence and experience in each jurisdiction in which
it operates. Salans has established offices in financial hubs and
capital cities in 17 countries across Western Europe, Central and
Eastern Europe, Russia/CIS, North America and Asia. The offices
are listed here alphabetically: Almaty, Baku, Barcelona, Berlin,
Bratislava, Brussels, Bucharest, Budapest, Frankfurt, Istanbul,
Kyiv, London, Madrid, Moscow, New York, Paris, Prague, Shanghai,
St. Petersburg and Warsaw.

              About Fraser Milner Casgrain LLP (FMC)

Fraser Milner Casgrain LLP (FMC) is one of Canada's leading
business and litigation law firms with more than 500 lawyers and
professionals in six full-service offices located in the country's
key business centers. The firm focuses on providing outstanding
service and value to its clients and it strives to excel as a
workplace of choice for its people. Regardless of where clients
choose to do business in Canada, FMC's strong team of
professionals possess knowledge and expertise on regional,
national and cross-border matters. FMC's well-earned reputation
for consistently delivering the highest quality legal services and
counsel to its clients is complemented by an ongoing commitment to
diversity and inclusiveness to broaden its insight and perspective
on its clients' needs.

                          About SNR Denton

SNR Denton is a client-focused international legal practice
delivering quality and value. It serves clients in key business
and financial centers from more than 60 locations worldwide,
through offices, associate firms and special alliances across the
US, the UK, Europe and Central Asia, the Middle East, Asia Pacific
and Africa, making it a top 25 legal services provider by lawyers
and professionals. SNR Denton offers business, government and
institutional clients premier service and a disciplined focus to
meet evolving needs in eight key industry sectors: Energy,
Transport and Infrastructure; Financial Institutions and Funds;
Government; Health and Life Sciences; Insurance; Manufacturing;
Real Estate, Retail and Hotels; and Technology, Media and
Telecommunications.


* BOOK REVIEW: Learning Leadership
----------------------------------
Author: Abraham Zaleznik
Publisher: Beard Books
Hardcover: 548 pages
Listprice: $34.95
Review by Henry Berry

The lesson in Learning Leadership -- The Abuse of Power in
Organizations is to "use power so that substance leads process."
This is done, says the author, by keeping the "content of work at
the center of communication."

The premise of this intriguing book is that many managers,
executives, and other business leaders allow "forms of
communication [to become] the center of work."  As a result,
misguided and counterproductive leadership and management
practices have settled into many organizations.  A culprit is the
popular "how-to" leadership manuals that offer simple, superficial
principles that only skim the surface of leadership. Zaleznik
argues that the primary way to get work done is to put aside
personal agendas and deal directly with those who are involved in
the work.

With this emphasis on substance over process, the concept of
leadership lies not in techniques, but personal qualities.  The
essential personal qualities of leadership are captured by the
"three C's" of competence, character, and compassion.  The author
then delves more deeply into each of these C's.  We learn, for
example, that the three C's are not learned skills.  Competence
entails "building one's power base on talent."

Character and compassion are the two other qualities of a leader
that must be present before there is any talk about methods of
operation, lines of communication, definition of goals, structure
of a team, and the like.  There is more to character that the
common definition of the "quality of the person."  Character also
embraces, says the author, the "code of ethics that prevents the
corruption of power."  Compassion is defined as a "commitment to
use power for the benefit of others, where greed has no place."
This concept of a good leader is not idealized or unrealistic.  It
takes into account human nature and the troubling behavior of many
leaders.  Of course, any position of leadership brings with it
temptations and the potential to abuse power.  Effective leaders
are those who "take responsibility for [their] own neurotic
proclivities," says the author.  They do this out of a sense of
the true purpose of leadership, which is communal benefit.  The
power holder will "avoid the treacheries of an unreasonable sense
of guilt, while recognizing the omnipresence of unconscious
motivation."

Zaleznik's definition of the essentials of leadership comes from
his study of notable (and sometime notorious) leaders.  Some tales
are cautionary.  The Fashion Shoe Company illustrates the problems
that can occur when a leader allows action to overcome thought.
The Brandon Corporation illustrates the opposite leadership
failing -- allowing thought to inhibit action. Taken together, the
two examples suggest that balance is needed for good leadership.
Andrew Carnegie exemplifies the struggle between charisma and
guilt that affects some leaders.  Frederick Winslow Taylor is seen
by the author as an obsessed leader.  From his behavior in the
Sicilian campaign in World War II, General Patton is characterized
as a leader who violated the code binding leaders and those they
lead.

With his training in psychoanalysis and his experience in the
business field, Zaleznik's leadership dissections and discussions
are instructive.  The reader will find Learning Leadership -- The
Abuse of Power in Organizations to be an engaging text on the
human qualities and frailties of leaders.

Abraham Zaleznik is emeritus Konosuke Matsushita Professor of
Leadership at the Harvard Business School.  He is also a certified
psychoanalyst.



                            *********

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

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

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

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

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

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

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

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

                           *********

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

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

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

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

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


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